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.

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.

PAY-PER-LEAD AGREEMENT

This Pay-Per-Lead Agreement (the "Agreement") is made and entered into as of account creation date (the "Effective Date"), by and between:

The Clinic: Account owner as a clinic who has submitted the request and been approved by intclinics.com ("The Clinic"); and

The Company: Intclinics, a limited company organized under the laws of the United Kingdom with its principal place of business at Wenlock Road 20-22, London ("The Company").

WHEREAS:

1. The Company specializes in generating and providing patient leads for clinics through its platforms and marketing efforts; and
2. The Clinic wishes to engage the Company to provide patient leads on a pay-per-lead basis under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

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1. Lead Pricing and Payment

1.1 Lead Prices: The price per lead (the "Lead Price") shall be agreed upon by the parties in a separate written communication, such as email or an addendum to this Agreement.

1.2 Non-Refundable: All payments for leads provided by the Company are final and non-refundable, except in cases of duplicate leads, invalid contact information, or as explicitly agreed by the parties in writing.

1.3 Payment Terms: The Clinic shall pay invoices within 15 days of receipt. Late payments may result in suspension of lead delivery and/or late fees.

1.4 Currency and Taxes: Payments shall be made in EURO. Any applicable taxes, including VAT, shall be the responsibility of The Clinic unless otherwise agreed in writing.

2. Lead Exclusivity and Quality Assurance

2.1 Exclusive Leads: The Company agrees that lead data generated for the Clinic will not be shared or sold to another clinic, provided the lead is active and exclusive to the Clinic at the time of creation.

2.2 Lead Quality Standards: The Company shall use reasonable efforts to ensure that leads meet the agreed-upon quality standards, including accuracy of contact information and interest in The Clinic’s services.

2.3 Patient Reassignment: If a patient personally requests to be redirected to another clinic or submits a new request for services 48 hours or more after the initial request, the Company reserves the right to share the lead with another clinic.

2.4 Lead Distribution: Leads which are potential patient requests are being distributed to e-mail address which was used to create the account, or any other email adress declared by the customer. Webhooks can be used for lead distribution only if the clinic purchases bulk leads. 

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3. Contract Term and Renewal

3.1 Initial Term: This Agreement shall commence on the Effective Date and remain in effect for an initial term of one year.

3.2 Renewal: The Agreement shall automatically renew for successive terms of one month unless either party provides written notice of termination at least 15 days prior to the renewal date.

3.3 Termination for Cause: Either party may terminate this Agreement with cause if the other party breaches any material obligation under this Agreement and fails to cure such breach within 15 days of receiving written notice thereof.

3.4 Termination for Convenience: Either party may terminate this Agreement for convenience with 30 days' prior written notice.

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4. Data Privacy and Protection

4.1 Compliance with Laws: Both parties agree to strictly comply with all applicable data protection and privacy laws, including but not limited to GDPR and HIPAA. Non-compliance will result in immediate termination of the Agreement and potential legal action.

4.2 Confidentiality: Both parties shall strictly maintain the confidentiality of all lead data. Lead data shall not be disclosed, shared, or used for any purpose other than as necessary to fulfill their obligations under this Agreement. Any breach of this confidentiality requirement shall result in severe penalties, including financial damages.

4.3 Data Security: The Company shall implement and maintain the highest level of administrative, technical, and physical safeguards to protect lead data from unauthorized access, use, or disclosure. The Company shall notify the Clinic of any data breaches or security incidents within 24 hours of discovery and take immediate corrective action.

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5. Performance Metrics and Reporting

5.1 Performance Metrics: The parties may agree upon specific performance metrics, such as lead conversion rates or response times, in an addendum to this Agreement.

5.2 Reporting: The Company shall provide monthly reports detailing the number of leads delivered, their status, and any relevant performance data.

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6. Limitation of Liability

6.1 Indirect Damages: Neither party shall be liable for any indirect, incidental, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

6.2 Cap on Liability: The Company’s total liability under this Agreement shall not exceed the total fees paid by the Clinic in the preceding six months.

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7. Non-Solicitation

7.1 Non-Solicitation of Employees: During the term of this Agreement and for one year thereafter, neither party shall solicit or hire employees or contractors of the other party without prior written consent.

7.2 Non-Solicitation of Patients: The Company shall not directly contact or solicit patients provided as leads to the Clinic for any purpose outside the scope of this Agreement.

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8. Dispute Resolution

8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Turkey and United Kingdom.

9. Miscellaneous

9.1 Independent Contractors: The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.

9.2 Force Majeure: Neither party shall be liable for delays or failure in performance due to events beyond their reasonable control, including but not limited to natural disasters, pandemics, or government actions.

9.3 Entire Agreement: This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.

9.4 Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both parties.

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10. Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.