Terms and Conditions for Healthcare Providers

1 Introduction

1.1 Welcome to www.medicalexplorer.com a website which aims to enable quality healthcare providers to advertise and obtain enquiries for their services on a global basis. These Terms and Conditions for Healthcare Providers apply to all entities who register, or wish to register, on the Website. They apply in addition to, and should be read in conjunction with, the Terms of Use. Should there be any conflict between the Terms and Conditions for Healthcare Providers and the Terms of Use (together, the “Terms and Conditions”), the Terms and Conditions for Healthcare Providers shall prevail.

1.2 The following references in these Terms and Conditions for Healthcare Providers have the following meanings: “Website” means the website at www.medicalexplorer.com, operated by Medical Explorer Limited; “we” “us” and “our” means Medical Explorer Limited; “User” means any user of the Website (including users who are seeking healthcare services and users who are Healthcare Providers); “Authorised Person” means any individual nominated by you in accordance with the provisions below; “Healthcare Provider” means you the healthcare provider and references to “you” and “your” shall be construed similarly; “Healthcare Services” means the healthcare services that you hold yourself out on the Website as competent to provide and/or which you contract with any User to provide; “Profile” means the profile page allocated to you to enable you to display your credentials as a provider of healthcare services; “Fee Schedule” means the schedule entered between you and us containing provisions particular to the relationship between you and us, including (but not limited to) the amount of the Fees; “Fees” means the administration fee and commissions referred to in clause 10 and all and any other fees and payments due pursuant to the Terms and Conditions.

1.3 PLEASE READ CAREFULLY THE TERMS AND CONDITIONS (BEING THE TERMS OF USE AND THESE TERMS AND CONDITIONS OF HEALTHCARE PROVIDER) AS THEY FORM A BINDING CONTRACT BETWEEN YOU AND US. YOUR USE OF THIS WEBSITE AND REGISTRATION AS A HEALTHCARE PROVIDER SIGNIFIES YOUR ACCEPTANCE OF THE TERMS OF USE AND THE TERMS AND CONDITIONS FOR HEALTHCARE PROVIDERS.

1.4 In addition to posting changes to any of the Terms and Conditions on this page, we may send you an email notifying you of the changes. Your continued use of this Website after changes have been posted or after receipt of such an email constitutes acceptance of these Terms and Conditions as amended.

1.5 We reserve the right to amend the terms contained in the Fee Schedule on 90 days written notice. For the avoidance of doubt, such notice may be delivered to any Authorised Person and may be delivered by email.

1.6 You will be required to accept the Terms and Conditions when you register on the Website as a Healthcare Provider. If you do not agree to any of the Terms and Conditions, do not accept them and do not register on this Website as a Healthcare Provider.

2 Registration

2.1 Should you wish to advertise your services as a healthcare provider on the Website and/or have the opportunity to receive enquiries for medical services from Users, you must register as a Healthcare Provider.

2.2 By registering on our Website as a healthcare provider, you agree to comply with all of the Terms and Conditions. Any breach of the terms of these Terms and Conditions by you will permit us to close your account and suspend your access to the Website.

2.3 We may, in our sole discretion, refuse to register you as a healthcare provider on the Website. We do not have to give any reason for such refusal and will not be liable to you whatsoever for any losses that you suffer or incur due to such refusal.

2.4 Upon registering with us, you will be required to provide information which may include (but is not limited to) your name, address, telephone number, email address and details of professional qualification and membership of any relevant industry body. You will also be required to nominate the individual who be responsible for: (a) your relationship with us; and (b) responding to any enquiries made of you by any User through the Website. The same person may be nominated in respect of both (a) and (b) above, or two individuals may be nominated. Any person so nominated shall be an “Authorised Person”.

2.5 The Authorised Persons shall be required by us to provide information relating to name, address, telephone number, their job title and description and any other information we at our discretion require. In the event that any Authorised Person ceases to be employed by you or competent to liaise with us, you must notify us immediately. You agree that you are fully responsible for the actions of any Authorised Person in respect of your account.

2.6 You acknowledge that the transfer of information via the internet cannot be guaranteed to be secure and although we use our reasonable endeavours to prevent unauthorised access to or interception of your information, we cannot guarantee this and will not be liable to you in respect thereof.

2.7 We use a third party internet payment service (a “Payment Provider”) to process the Fees and any other amounts payable by you to us. Upon registering with us, you will be required to provide either to us or to such Payment Provider such credit card and/or other payment details as we shall require. You acknowledge that we can transmit such details to any Payment Provider used by us at the time of registration and that we can transfer your details to any successor Payment Provider which we shall elect to use.

2.8 In consideration of the Fees, you will be provided with an account to enable you to access your Profile and to enable you to amend any details provided to us. It is your responsibility to keep the details of your account, including passwords and any other log-in details, confidential. The only persons who should have access to your account, passwords and log-in details should be your Authorised Persons. In the event that any Authorised Person ceases to be an Authorised Person for any reason, you must notify us immediately and change your password.

2.9 You are responsible for maintaining the confidentiality of your account and any confidential data maintained therein. You are fully responsible for all activities that occur under that account. If you provide your username and password information to any person not being an Authorised Person, you will indemnify and hold harmless us and our directors, officers, employees, subsidiaries, agents, sub-contractors, Users and service providers from any and all claims, losses, liabilities, damages, costs, expenses (including legal fees) and fines suffered or incurred in respect thereof. Furthermore, we shall be entitled (in our sole discretion) to suspend or terminate your Profile and/or use of the Website.

2.10 If you become aware or suspect that any person not being an Authorised Person knows, or may know, your passwords and account details you will contact us immediately, whether or not you suspect they have accessed your account or intend to do so. If you suspect that any changes have been made by to your Profile otherwise than by an Authorised Person, you shall delete such material immediately and to contact us immediately.

2.11 You warrant that all information, data and details that you provide to us and/or which you include in your Profile from time to time is up-to-date, true and accurate and that Users shall be able to rely upon such information, data and details as an accurate description of the services which you offer.

2.12 We shall not be liable to you or any other person or entity for any losses, liabilities, damages or claims suffered or incurred during any suspension in your Profile and account, regardless of the reason for which they are suspended.

2.13 Please note the further provisions regarding use of the Website as set out in the Terms of Use.

3 Your Profile

3.1 By posting content on your Profile you expressly grant us a worldwide, royalty free, perpetual and irrevocable right and licence (with the right to sub-license and assign) to make available and display such content on the Internet. You further agree that such content may be freely used, copied, published, translated and distributed in any medium and in any form including for advertising and promotional purposes by others without permission.

3.2 You agree not to post or distribute any content on the Website that is owned by and/or subject to the copyright of any other person or entity without the express written consent of such party. You will indemnify and hold harmless us and our directors, officers, employees, subsidiaries, agents, sub-contractors, Users and service providers from any and all claims, losses, liabilities, damages, costs, expenses (including legal fees) and fines suffered or incurred in respect of your breach of this clause 3.2.

3.3 You are solely responsible for the content of your Profile and for any information provided to us during the registration process. You agree that we are not responsible for monitoring or screening your Profile and/or any other material posted by you on the Website. Without prejudice to any other term of the Terms and Conditions, you indemnify and hold harmless us and our directors, officers, employees, subsidiaries, agents, sub-contractors, Users and service providers from any and all claims, losses, liabilities, damages, costs, expenses (including legal fees) and fines that suffered or incurred arising as a result of the content of your Profile and/or any other material that you post on the Website.

3.4 Please note carefully the submission of content and intellectual property provisions in the Terms of Use.

4 User Enquiries and Data Protection

4.1 If you receive an enquiry from a User via the Website, you must respond to the User within 48 business hours of submission of their enquiry. Should you fail to respond within this period, please notify us immediately.

4.2 Once you have sent a response to an enquiry, if the User does not acknowledge your response, you must send a follow-up communication to the User within 72 hours of your initial response. This communication should advise the User that you will delete their enquiry if you do not receive a communication from them within the next 72 hours. If you do not receive a response within those further 72 hours, you must delete their enquiry from your records, destroy all personal information in your possession transmitted to you by that User.

4.3 Subject to your obligations in clause 4.2 above, you shall not use any User’s personal information except strictly in connection with the specific matter in respect of which the User has enquired, you shall not transfer that User’s personal information to any other person or entity whatsoever without the prior written consent to do so from the User and you shall destroy all personal information of that User which is in your possession as soon as you no longer need that personal information.

4.4 You warrant that you shall at all times comply with the provisions of the Data Protection Act 1998 and European Union Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data (the Data Protection Legislation) when using and processing the personal data of Users (the “Data”).

4.5 You agree that you shall, and shall procure that your employees, agents and sub-contractors shall: (a) use and process all Data in compliance with the Data Legislation and all other legislation applicable to the use and processing of Data in respect of the country of habitation of the relevant User; (b) keep all Data confidential and process the Data only so far as is necessary for the purpose of performing your obligations under the Terms and Conditions or as otherwise as is consented to by the relevant User; (c) not transfer or disclose the Data to any person or entity, or permit any person or entity to have access to the Data, save in respect of disclosures to those of your employees, agents and sub-contractors who reasonably need access to the Data for you to perform your obligations under the Terms and Conditions and any services you agree to provide to the User and only then provided that (i) the disclosure to such persons and entities is limited to the extent reasonably necessary and (ii) such persons and entities have agreed, in advance of the disclosure, to contractual obligations concerning the processing and use of the Data which are no less onerous than those imposed on you pursuant to the Terms and Conditions; (d) not transfer the Data by means of memory stick, flash drive or other external or removable drive or device, unless the Data thereon is fully encrypted and treated with the utmost care and attention at all times and the prior written consent of the User is obtained prior to such transfer; (e) acquire all appropriate consents required from Users for your intended use of their Data; (f) destroy all Data regarding a User which is in your possession as soon as you no longer need to use such Data to provide services to the User.

4.6 Without limitation to the foregoing, you shall take all such technical and organisational measures as are appropriate to safeguard the Data against unauthorised and unlawful processing and against accidental loss, theft, alteration, destruction of or damage to the Data. You shall ensure that all employees, agents and sub-contractors used by you in connection with your obligations under the Terms and Conditions and otherwise to provide services to the Users (so far as their duties relate to the processing of any Data) have been selected by you as suitable to handle the Data, and are fully aware of the provisions of the Data Protection Legislation.

4.7 You shall as soon as is reasonably practicable notify us of any breach of the provisions of this clause 4 and/or any unauthorised and unlawful processing of any of the Data and/or any loss, theft, alteration, destruction of or damage to any of the Data. Should any such event occur, then you shall undertake all such acts as we reasonably request including, where requested to do so, notifying the data subjects of the same.

4.8 You shall indemnify and hold harmless us and our directors, officers, employees, subsidiaries, agents, sub-contractors, Users and service providers from any and all claims, losses, liabilities, damages, costs, expenses (including legal fees) and fines suffered or incurred due to your breach of any of the terms of clause 4.

5 Reviews by Users

5.1 The Website allows Users to post reviews in respect of Healthcare Providers. You acknowledge that opinions which are expressed by Users in any review or other material posted on the Website are the opinions of the individual Users and do not in any way reflect the opinion of Medical Explorer Limited. YOU ACCEPT THAT WE ARE NOT OBLIGED TO SCREEN OR MONITOR THE CONTENT OF USER REVIEWS AND YOU AGREE THAT WE WILL NOT BE IN ANY WAY RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR REVIEWS OR OTHER CONTENT SUBMITTED BY USERS.

5.2 Before allowing any review referring to you to be posted we may, at our absolute discretion, send the User review to you to give you an opportunity to comment upon the same. You acknowledge that a decision by us not to send any User review or other content to you shall not give rise to any liability on our part.

5.3 Once a User review is posted on the Website, if you object to its content, please notify us promptly together with a clear explanation as to why you object to it. We will consider your objection and, at our absolute discretion, may remove it from the Website or give you the opportunity to submit a response to the review.

5.4 You agree not to submit any User reviews concerning your healthcare services. If we ascertain that you have submitted such a review, we will remove it from the Website and reserve the right to suspend or terminate your Profile and account.

6 Your Warranties, Representations and Covenants

6.1 You warrant, represent and covenant that: (a) all statements, claims and representations that you make in your Profile and all information and content that you include in your Profile are correct, accurate and true; (b) all statements concerning accreditations that you make in your Profile are correct and that you will maintain all such accreditations at all times in which you retain a Profile on the Website. Should you for any reason cease to have any of the accreditations that you include in your Profile, you will immediately delete them from your Profile and notify us accordingly; (c) the Healthcare Services that you hold yourself out in your Profile as providing are the medical services that you provide on a day-to-day basis and for which you are fully qualified and accredited to provide to a high industry standard; (d) all Healthcare Services that you provide to Users will be delivered to the best industry standard by appropriately experienced, licensed, qualified and trained personnel engaged by you and will be carried out in accordance with the standard of skill, diligence, prudence, foresight and judgment expected of a properly qualified and experienced person engaged in the provision of such medical services in the United Kingdom and/or the United States of America; (e) you have sufficient resources (both financial and personnel) to provide the Healthcare Services for which a User contracts to obtain; (f) the provision of the Healthcare Services that you advertise in your Profile is lawful in the territory in which you are based and you have all requisite accreditations, consents and licences and comply with all regulatory and/or legislative requirements necessary for you to deliver such Healthcare Services within that territory; (g) you have the legal capacity to agree to the Terms and Conditions and to offer and supply Healthcare Services to Users; (h) you will not provide any information or make any statement (whether in any content posted on the Website or in the course of any dealings with any User) that is untrue, false, incorrect and/or misleading in respect of your identity, experience, qualification, accreditations, prices, or any other matter whatsoever; (i) you will use any personal information provided to you in respect of a User strictly in accordance with these Terms and Conditions and will not use it for any purpose not directly connected with the enquiry made by that User; (j) each Authorised Person nominated by you, the Healthcare Provider, is authorised to bind you in all matters relating to the Terms and Conditions, and any person with whom any User deals subsequent to any initial contact through the Website is authorised to bind the Company; (k) any content posted on your Profile does not infringe any third party’s intellectual property, confidentiality, privacy or other rights and is not defamatory of any other person or entity.

6.2 You must notify us immediately if any of the warranties, representations and covenants contained in clause 6.1 above are, or become, incorrect or inaccurate. You indemnify and hold harmless us and our directors, officers, employees, subsidiaries, agents, sub-contractors, Users and service providers from any and all claims, losses, liabilities, damages, costs, expenses (including legal fees) and fines suffered or incurred in respect of a breach of warranty in clause 6.1.

6.3 You will indemnify and hold harmless us and our directors, officers, employees, subsidiaries, agents, sub-contractors, Users and service providers from any and all claims, losses, liabilities, damages, costs, expenses (including legal fees) and fines suffered or incurred due to your use of the Website in breach of the Terms and Conditions.

7 DISCLAIMERS

7.1 YOU UNDERSTAND AND AGREE THAT THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION BY ANY PARTY OR COMMUNICATIONS BETWEEN USERS AND HEALTHCARE PROVIDERS (OR VICE VERSA) OR ANY OTHER COMMUNICATIONS BETWEEN USERS OF THE WEBSITE.

7.2 YOU RELY ON THE DATA AND INFORMATION ON THE WEBSITE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE ALL LIABILITY TO YOU IN RESPECT OF YOUR USE OF THE WEBSITE AND THE SERVICES AVAILABLE ON AND/OR IN CONNECTION WITH THE WEBSITE.

7.3 WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS OR STATEMENTS MADE BY ANY USER OF THE WEBSITE. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

7.5 WE MAKE NO WARRANTY THAT (A) OUR WEBSITE OR OUR SERVICE WILL MEET YOUR REQUIREMENTS, OR (B) THE WEBSITE OR OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE OR THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

7.6 No advice or information, whether oral or written, obtained by you from us or through or from the Website or the Service shall create any warranty not expressly stated in these Terms of Use or shall constitute medical advice of any sort.

8 LIMITATION OF LIABILITY

8.1 WE CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THE PRIVACY POLICY AND/OR THE TERMS AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY EXCLUDE ALL LIABILITY TO YOU IN RESPECT OF ALL LOSSES, LIABILITIES, CLAIMS OR ACTIONS SUFFERED OR INCURRED DUE TO YOUR FAILURE TO COMPLY WITH THE PRIVACY POLICY AND/OR THE TERMS AND CONDITIONS.

8.2 YOUR USE OF THE WEBSITE AND/OR THE SERVICE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL WE, OUR PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, MEMBERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (a) USE OF, OR INABILITY TO USE, THE WEBSITE AND/OR THE SERVICE; (b) ANY STATEMENT, CONTENT OR MATERIAL ON THE WEBSITE; (c) ANY ENGAGEMENT OF A HEALTHCARE PROVIDER TO PROVIDE SERVICES TO A USER; (d) THE PROVISION OF HEALTHCARE SERVICES BY A HEALTHCARE PROVIDER TO A USER; WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS, SAVE WHERE THE SAME HAS ARISEN DUE TO OUR WILFUL NEGLIGENCE.

8.3 THE LIMITATION OF LIABILITY IN CLAUSE 8.2 ABOVE SHALL APPLY (A) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE AND/OR THE SERVICE, FROM INABILITY TO USE THE WEBSITE AND/OR THE SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE AND/OR THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (B) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

8.4 If you are dissatisfied with the Website and/or the Service or any part of the Website and/or the Service your sole and exclusive remedy is to discontinue using the Website and/or the Service. Some jurisdictions do not allow the exclusion or limitation of certain liabilities (including, in the United Kingdom, in respect of (a) death or personal injury caused by negligence or (b) the tort of deceit or fraudulent misrepresentation), so the above limitation and exclusions may not apply to you in so far as such exclusions and limitations are not permitted.

8.5 You agree to hold harmless and indemnify, and at our request defend, us, our parents, subsidiaries, and affiliates, and their respective owners, officers, managers, members, agents, and employees, from and against any and all claims arising from or in any way related to your use of or conduct on the Website, including any and all liabilities, losses, damages (actual and consequential), judgments, costs and expenses (including legal fees arising therefrom).

9 Insurance

9.1 For as long as you are registered with the Website and for a term of no less than 3 years thereafter, you must at its own cost take out and maintain medical negligence, product liability, employer’s liability and professional liability insurance (or the equivalent thereof in the territory in which you are based) with a reputable insurance company in respect of claims for loss or damage arising out of in consequence of your obligations to any User or under the Terms and Conditions.

9.2 If any of the insurance policies described above are unavailable in the territory either at the time of registration or at any time thereafter, you shall notify us in writing and we shall have the right to terminate your account immediately or to require you to maintain a statement on your profile drawing the attention of Users to the absence of such cover.

9.3 We may at any time require you to provide evidence of any or all of the insurance polices required pursuant to the Terms and Conditions in a form satisfactory to us. You undertake to comply promptly with any such request.

9.4 You shall apply any proceeds of any insurance claim in respect of third party legal liability or employer’s liability insurance, in satisfaction of the claim, demand, proceeding or liability in respect of which such proceeds are payable.

9.5 In the event that the proceeds of any insurance claim are insufficient to cover the settlement of such claims, the Healthcare Provider shall make good such shortfall forthwith.

10 Fees

10.1 In consideration for your use of the Website and our services, you agree to pay to us the Fees.

10.2 You should pay to us an administration fee promptly and in full when due. The administration fee is charged monthly and enables us to display, maintain and back-up your information. The amount of such administration fee shall be agreed between you and us and shall be set out in the Fee Schedule.

10.3 You also agree to pay us commission payments, calculated as follows and/or as set out in the Fee Schedule: (a) in respect of Users who contact you via the Website and engage you to provide Healthcare Services, a commission calculated as a percentage of the total payment paid to you by a User in respect of the Healthcare Services provided. Such rate will be agreed between you and us and shall be set out in the Fee Schedule. You agree to inform us of all and any commissions to which we are entitled under this clause within 48 hours of the User paying for the Healthcare Services

10.4 Payment for Fees due shall be made by credit/debit card, unless we have agreed otherwise. You agree that we have the right automatically to debit your credit/debit card account at the end of each month with monies due to us and you agree to set up all appropriate facilities in order that we can make such debits. All Fees are exclusive of VAT and all and any other applicable taxes and duties and you agree to pay any of the same which fall due.

10.5 Your Profile and account will automatically be suspended if you do not pay all Fees to us when due.

10.6 Should you fail to make payment of all or any of the Fees when they fall due, we reserve the right to charge interest on them at the rate of 4% above the base rate of HSBC plc calculated from the date such Fees fall due until the date of payment and you will pay such interest plus any collection costs that we incur in securing payment.

10.7 We reserve, and it is agreed that we have, the right to increase the amount of any Fees payable from time to time upon not less than 90 days written notice to you, unless we agree otherwise.

10.8 You agree to keep accounts and records of all User enquiries, of all Users who engage you to provide Healthcare Services, of all Healthcare Services that you supply to Users and the payments that you receive in respect of such Healthcare Services. You agree that we, or our authorised representatives, are entitled to audit those accounts and records on reasonable notice and not more than once in any 12 month period. Should the audit conclude that commission has been underpaid, you shall promptly make payment to us of such underpaid commission, together with all applicable interest calculated from the date such underpaid commission was actually due. Should you have underpaid commission by 5% or more, you shall also pay us the reasonable costs of our audit.

11 Supply of Information

11.1 You agree that we may use any information you provide to us for the purposes of verifying your credentials as a Healthcare Provider. You agree that we may contact any organisation or affiliation which you hold yourself as being a member of and we may take all other steps as we deem necessary to confirm your credentials.

11.2 You agree that we may contact Users before and after them purchasing Healthcare Services at your institution to ascertain which treatments they had and how much they paid, and to elicit reviews of your services.

11.3 You understand that we cannot guarantee the identity of any User with whom you may interact in the course of using the Website. Additionally, we cannot guarantee the authenticity of any data which users may provide about themselves, including information relating to their health or physical status.

11.4 You acknowledge that for as long as you are a member of the website, you may be the recipient of data and information (including electronic data and personal information) provided by third parties. You warrant that you will have in place at all times a privacy policy at least as robust as that forming part of these Terms and Conditions and to otherwise comply strictly with the requirements of the Data Protection Act 1998 (as amended from time to time) in respect of the custody, processing and release of such data.

12 Termination of Service

12.1 At any time, you may terminate your account which will remove your Profile from view. We also have the right to terminate your account at any time, for any reason.

12.2 Without prejudice to the generality of our right of termination, we may terminate your account if: (a) you fail to pay any Fees when they fall due; (b) you are subject to any insolvency proceedings, of any type and in any territory or jurisdiction or make any arrangement with any creditors of any type, or you cease to carry on business; (c) we are unable to verify any information that you submit to your Profile; (d) you breach any provision of the Terms and Conditions; (e) any warranty, representation and/or covenant that you make pursuant to these Terms and Conditions ceases to be true or accurate; (f) we become aware of any negative comment concerning your provision of medical services from any source whatsoever.

12.3 Once your account terminates, you will have no right to use the services on our Website.

12.4 If we terminate your account then the obligation to pay Fees falling due following the date of termination shall terminate henceforth but any Fees due at that date shall remain payable and no refunds shall be available.

12.5 We may also, in our sole discretion and at any time, discontinue temporarily or permanently providing our services, or any part thereof, with or without notice. You agree that any termination of access to our service under any provision of these Terms and Conditions may be effected without notice, and acknowledge that we may immediately deactivate or delete your account and all related information and files in account and/or bar any further access to such files or our service. Where possible, we will use reasonable efforts to give Users fair notice of termination or suspension of their access to our service.

12.6 Termination of your account or any service provided hereunder shall not affect any rights or responsibilities hereunder that are intended to continue, or come into force, after the date or event of such termination.

12.7 Termination of your account shall be without prejudice to the rights and remedies you and we have acquired prior to termination.

13 INDEMNITY

13.1 YOU EXPRESSLY AGREE TO INDEMNIFY AND HOLD US HARMLESS IN RESPECT OF ANY AND ALL LOSSES OR DAMAGES THAT WE SUFFER OR INCUR DUE TO YOUR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS.

14 Assignment

14.1 You shall not assign these Terms and Conditions or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect.

15 Relationship

15.1 Nothing in these Terms and Conditions shall operate to create, or shall be deemed to create, a partnership between the you and us and neither party shall be deemed to be the agent of the other.

15.2 You shall have no right or authority to and shall not do any act, enter any contract or assume any obligation, represent, warrant or incur liability on behalf of us, or bind us in any way.

16 Governing Law and Jurisdiction

16.1 The Website is operated by Medical Explorer Limited in the UK. We make no representation that the services made available via the Website are suitable for use in countries other than the UK or that such services are compliant with any applicable laws or regulatory requirements in your country of habitation or incorporation. You must not use or access this Website if the services made available on it are prohibited in your country of habitation or incorporation.

16.2 The Terms and Conditions shall be governed by and construed in accordance with the laws of England and you irrevocably submit to the jurisdiction of the English courts in respect thereof. You acknowledge that we are entitled to bring an action pursuant to these Terms and Conditions in any court of competent jurisdiction.

16.3 Any dispute pursuant to the Terms and Conditions shall be heard in the English language.

17 Miscellaneous

17.1 If for any reason a court of competent jurisdiction finds any provision or portion of the Terms and Conditions to be unenforceable, the remainder of the Terms and Conditions will continue in full force and effect.

17.2 Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties (whether or not users of the website), or loss of or fluctuations in heat, light, or air conditioning.

17.3 These Terms and Conditions, the Privacy Policy and (in respect of Healthcare Providers) the Terms of Use and all documents referred to in them constitute the whole agreement between you and us with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

17.4 Any waiver of any provision of the Terms and Conditions by a party will be effective only if in writing and signed by a party.

17.5 Any waiver of any provision of these Terms and Conditions shall not operate as a waiver of any other provision or a continuing waiver of any provision thereafter.