HEALTH TOURISM COOPERATION AGREEMENT

 

This User Agreement ("Agreement") is concluded between Intclinics LTD ("Company") located at 20-22 Wenlock Road LondonN1 7GU - United Kingdom and the healthcare provider ("Partner") represented by the person who registers its information ("User") in order to use the products on intclinics.com ("Site")  through the Site’s domains and subdomains operated by the Company. The Agreement shall enter into force upon the acceptance of the agreement electronically by the User and shall remain in force unless it is terminated by the parties in accordance with the agreement or a situation occurs in which the agreement may be terminated for just cause.

 

1.      Subject of the Agreement

 

1.1   The agreement determines the terms pertaining to the provision of health services by the "PARTNER" to patients as directed by the "COMPANY" and the rights and obligations belonging to both parties related to this matter.

 

1.2   This a agreement does not prevent or limit the parties from making health tourism collaborations with other institutions.

 

1.3   The word "Partner" as used in this agreement is used herein only to describe a cooperation, the boundaries of which are defined in this agreement. It does not require the parties to represent each other or to assume each other's legal responsibilities.

 

 

2.      Rights and Obligations

2.1.            Partner’s Rights and Obligations

 

2.1.1. The Partner, pertaining to the terms of this Agreement and the regulations it is related to, herein states and undertakes that it is a health organization that has all the necessary licenses and approvals as well as personnel and equipment required by the law of the country it is established in, pertaining to all of the licensed services that it will provide to patients that apply.

 

2.1.2. The Partner prepares a proforma invoice showing estimated treatment plan and hospital bill based on the medical reports and/or pre-diagnosis of the patient provided by the Company and forward it to the Company within 48 hours. Estimated treatment plan prepared before actually seeing the patient is merely aimed at providing a basic opinion, therefore it cannot be deemed as medical approval for travelling. On the other hand, the hospital bill is also estimated, and is subject to revision and change upon the examination and treatment processes.

 

2.1.3. The execution of the medical services within the scope of this agreement are done based on the Partner’s own principles and medical workflow. The Partner reserves the right to make any changes to principles and workflow in terms of execution in time.

 

2.1.4. The Partner will accept the patients referred by Company and provide them high quality health care services under modern conditions. The Partner assumes all legal responsibility for the healthcare services provided. The Company cannot be held legally responsible for the treatments.

 

2.1.5. The Partner can provide transportation for the patients for their initial trip from the hotel or airport to the Partner as well as their final transfer from the hotel or Partner to the airport if requested. The Company will inform the Partner of such requests minimum 24 hours (except for emergencies) before transfer date and time.

 

2.1.6. The Partner is obliged to share the price list of frequent treatments with the Company and update it when there are changes in prices.

 

2.1.7         The Partner shall share with the Company images of the facility and "before and after" photos showing the results of past treatments, if any. The Company reserves the right to share such images with prospective patients during the sales phase and on the Website. The Company reserves the right to use such images in all kinds of digital and local promotional activities, unless the restrictions on the sharing of certain images are explicitly and in writing specified by the Partner and unless a request for removal is subsequently made. The Partner declares that it has the permission to share the images the User uploads to the Website and that it shall bear any legal liabilities and damages that may arise in connection with such images.

 

2.2.            The Company’s Rights and Obligations

 

2.2.1.        Before the patients arrive in Turkey, the Company will send the Partner via e-mail or whatsapp the medical reports of the patients together with a copy of their ID/passport and submits a proforma application including the estimated treatment plan and hospital amount.

 

2.2.2. The Company must notify the Partner in a written at least 1 (one) day before the arrival of patients (except from emergencies) and schedule an appointment. In the event that patients are directed to the Partner without an appointment or prior notice, the Partner cannot be obliged to accept the patient or or cover other travel-related expenses of the patient.

 

2.2.3. The Company will engage into marketing and promotion activities for the advertising of Partner in abroad insofar as permitted by the abroad legislation and withing the scope of its own budget.

 

2.2.4. The Company is not an associate, subsidiary, branch, or employee of the Partner. The Company does not hold the title of arbitrator in the event of any dispute arising between the patients and the Partner and/or its employees. Likewise, the Partner does not hold the title of arbitrator in the event of any dispute arising between the Company and the patients.

 

2.2.5. The Company does not have the right to interfere with the medical services provided by Partner within the scope of this agreement. In the event of a controversy regarding the medical services, the Company shall not state any opinion to patients or third parties without an official statement made by the Partner.

 

3. Pricing

 

3.1 The Partner is obliged to prepare a proforma with the lowest price policy for patients received through the Company. In case it is detected that the Partner offers a lower price for the same treatment to patients accepted through communication channels other than the Company, the Company will only send patients at the lower price. The Company reserves the right to remove Partners from the platform who do not comply with the price policy. 

 

3.2 The amount of commission to be paid for each patient according to the Agreement is determined as 20% of the hospital invoice excluding VAT.

 

3.3 The Partner is obliged to show evidence of the payments (invoices, etc.) made by the patients accepted through the Company if requested by the Company.

 

3.4 The Company reserves the right to give a discount to the patient by reducing its commission earning.

 

4. Payment Methods

 

The parties agree that payment will be made by one of the three methods set out below. The Company has the final decision on which payment method to use for which patients.

 

4.1 Method One: Advance Payment to the Company

 

4.1.1. The Patient pays in advance to the Company what the Company will receive as commission. If the Patient pays more than 20% of the amount specified in the proforma to the Company in advance, the amount exceeding 20% is sent to the Partner as a prepayment.

 

4.1.2 For high cost treatments where it is not possible for the patient to pay 20% of the total payment upfront, the Company may agree to charge the patient an advance payment of less than 20%. In such exceptional cases, the Company is the final decision-maker on how much to charge the patient in advance. In this case, the Company shall declare to the Partner the amount of payment received from the patient. The Partner is obliged to make a payment to the Company after receiving the remaining payment from the patient, such that the Company receives 20% commission in total after the transaction.

 

4.1.3. In the event that the patient who is confirmed to come to the Partner does not come to the Partner after making an advance payment to the Company, the advance payment to the Company will be used to compensate for any damage incurred by the Partner due to the patient's non-arrival.

 

4.1.4 If the planned treatment is provided, the patient remaining amount to the Partner.

 

 

 

4.2 Second Method: Payment of the Commission by the Partner to the Company

 

4.2.1 The Patient makes the full payment to the Partner.

 

4.2.2 The Partner is obliged to document the full payment and pay a 20% commission to the Company within 15 days from the discharge of the patient.

 

 

4.3 Third Method: Determination of the Price by the Company

 

4.3.1 The Company makes a sale to the Patient at the price determined by the Company itself, by adding its own profit margin to the net price of the treatment indicated by the Partner.

 

4.3.2 The Patient makes the payment to the Company. The Company pays the Partner the agreed net price.

 

5. Reflection of the Change in Treatment on Commission

 

5.1 In case of any changes in the treatment plan as a result of examinations and negotiations between the Partner’s employees and the patient when the Patient arrives at the Partner's facility, the Partner is obliged to inform the Company within one business day about the total expenditure of the Patient. In this case, the commission amount is recalculated according to the new expenditure. If the patient has made an advance payment to the Partner and/or the Company and the advance payment is more than the new expenditure, the Partner and/or the Company shall refund the overpayment to the patient.

 

5.2 In case the planned treatment is canceled as a result of examinations and negotiations when the Patient arrives at the Partner's facility, the Company shall not refund the commission to the Partner if there is a commission already paid to the Company.

 

6.      Confidentiality

The Parties acknowledge and undertake to keep the confidential information obtained due to Agreement as confidential, not to disclose them to third parties and organizations in any case either directly or indirectly, use the information only in accordance with the objectives of the Agreement, and take any kind of measures required for the individuals to conform to these liabilities. The Parties acknowledge and undertake that this liability shall also continue after the expiration or termination of the Agreement.

 

7.      Assignment

The Parties may not, without the written consent of the other Party assign or transfer their rights, obligations or receivables arising from the Agreement to a natural or legal third person, nor enter into partnerships for any reason, with any third persons, whether natural or legal, with respect to their rights, obligations or receivables arising from the Agreement or applicable legal provisions.

 

8.      Amendments

This Agreement represents the full and complete agreement of the Parties. and any amendments hereby that have not been agreed in written with the mutual signatures of the Parties shall not be valid.

 

9.      Force Majeure

The cases which occur due to natural disasters, fire, epidemic, strike, lockout, civil and military government restrictions, coup or revolt, civil tumult, embargo, adverse weather conditions are considered force majeure.  The party exposed to force majeure shall immediately inform the other party, and the Parties shall mutually decide on how to act.

 

 

10.  Term and Termination of Agreement

 

10.1 Hereby this agreement is valid for 1 (one) year from the date when it is signed, and automatically extended for 1 (one) year, every year unless either party gives termination notification 3 (three) months before the expiration date.

 

10.2 In the below events, the Agreement will be terminated before the end of its Term:

a) in case either Party becomes bankrupt or its activities are legally terminated.

b) in either Party does not comply with its obligations arising from the Agreement, immediately after ninety (90) days following the written notice of the other Party;

c) in the event the Agreement is declared to be invalid by a court decision and therefore is no longer in force;

d) in the event the Parties mutually decide to terminate the Agreement.

 

10.3    The parties are entitled to unilaterally terminate the Agreement at any time by issuing a ninety (90) days prior written notice.  The Company hereby acknowledges not to claim any damages, losses or indemnity due to the termination of this Agreement. The Parties shall mutually fulfill the liabilities listed in this Agreement.

 

11.  Settlement of Disputes

The Parties shall try to settle any kind of disputes that may arise from the application of the Agreement through amicable discussions. Istanbul Courts and Execution Offices are authorized unless the Parties can reach an amicable solution

 

12.  Tax Liabilities

Tax obligations such as VAT etc. arising from the Partner's collection of payment from the patient cannot be reflected to the Company.

 

13.  Language of Agreement

This Agreement is executed in English and Turkish languages, and in the event of any discrepancy between the Turkish and English versions, the Turkish version shall prevail.