This Physician Services Agreement (the “Agreement” or “PSA”) is entered into on of , . (the “ Effective Date”) by and between:
Drapp Holding Sal , registered at the commercial registrar of Beirut Lebanon under number 1903575 represented by its chairman. Having elected domicile for the purpose of the Agreement at Phoenicia street, Sfeir Building,
4 th floor, Beirut, Lebanon (corporate circular attached appendix number 1)
(Hereinafter referred to as “Drapp” and/or “First Party”)
Hereby Registered physician
(Hereinafter referred to as the “Physician” and/or “ Second Party”)
First and Second Party shall be hereinafter referred to individually as a “ Party” and collectively as the “Parties”.
PREAMBLE
WHEREAS, the First Party is a healthcare technology online provider and has created the Drapp platform "(the Platform") which is an online Platform that links patients (“the Patients”) to their selected doctors who will provide them
with billable consultations using Drapp dedicated messenger application.
WHEREAS, the Physician is registered at the order of physicians corresponding to his country of practice and possesses a current valid license to practice medicine, and is not currently on probation or suspension for any reason.
WHEREAS, the First Party has allowed the Physician to use the Platform based on the terms and conditions of this agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the First Party hereby contracts with Physician, and Physician agrees to render services on the Platform, as set forth herein.
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1.
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Role of the Parties and Obligations
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1.1 The First Party agrees:
- To provide an online Platform in order for the Physicians and the Patients to use it;
- To forward potential Patients requests to the Physician for online consultations on Drapp mobile application;
- To facilitate the connection between Patients and Physicians via a digital assistant (chatbot) which guides both users throughout the whole experience;
- To settle monthly payment of the total revenue sharing earned by the Physician on consultations’ fees billed on the platform as detailed in Article 4 below;
1.2 The second party agrees:
- To abide by the terms and condition of the Platform and this PSA;
- To accept such referrals and to devote time and effort as is generally required in the field and perform the tasks and duties related to consultation and legal prescription in a manner consistent with the practice of Physician's profession in medicine
under the law of country of practice;
- Not to provide consultations/treatment for life-threatening and/or emergency conditions or for matters that Physician is not qualified to treat. In this case, the Physician will refer any such Patients to emergency or other appropriate personal care;
- To abide to abide by the highest professional standard of the medical practice.
- To notify the First Party a month in advance, for any reason, in case the Physician forfeits his licence to Practice.
- To notify the First Party in case, flor any reason, the Physician has some pending judicial proceeding related to his medical practice in any administrative or judicial body.
- To notify the First Party in writing immediately if Physician is penalized concerning an allegation of professional misconduct, or if Physician otherwise becomes ineligible or unable to treat Patients and/or prescribe medication, or if any person files
any type of complaint against Physician, whether in court or to a state body, or alleges he will do so.
- To abide by the compensations procedure as related in article 4.
2.1 Physician is currently a licensed physician in his/her country of practice. Physician acknowledges that both Physician's licenses and privileges to engage in the practice of medicine and is allowed by the law of his/her country of practice to prescribe
medication.
2.2 Physician shall remain fully licensed to practice medicine in compliance with applicable law during the term of this Agreement, and Physician shall immediately stop using the Platform and notify the First Party in writing in case he is no longer allowed
to practice.
2.3 The First Party will not be responsible in any way for the misconduct or malpractice of the Physician as such in case the latter is subject to any ruling or judicial proceeding and in case the First Party is for any reason part of such proceeding
the Physician shall indemnify the First Party for reasonable attorney fees and miscellaneous expenses and indemnities ruled against the First Party and related to such proceeding,
The term of this Agreement shall begin on the Effective Date and shall remain valid for one-year renewable upon the consent of the Parties, unless:
a- terminated earlier by Physician, upon at least 30 days of prior written notice to Drapp, in this case it will take the First Party up to 30 days for the latter to remove the name of the Physician’s name from the platform
b- terminated earlier by Drapp, without any liability whatsoever upon the notification of the Physician.
4. Compensation/payment of service
4.1 After ending the consultation via the Platform/Chatbot, the Physician should charge the case as simple, complex, or complementary (free of charge) within the three hours after ending the case and based on several criteria such as time and complexity.
4.2 In case the consultation wasn't billed within the required time the Platform software will charge the consultation automatically as "Simple".
4.3 The Physician has the right to edit the pricing brackets on the website whenever needed based on the pricing brackets proposed in the website.
4.4 The Patient will be asked to proceed with the payment online. If the patient for any reason whatsoever does not submit any payment, Drapp will bear the cost and compensate the Physician. And the patient will be blocked on Drapp platform till the related
payment is made.
Bona fide: In case of an already existing relationship between the patient and the doctor outside of the platform, doctor in his good faith should inform the patient of a pending consultation waiting payment on Drapp platform.
4.5 At the end of each month and after deduction of any applicable taxes or charges related to wire transfer or money transfer, the Physician will get paid for the online consultations, corresponding to 80% of consultations' fees and Drapp will withhold
as fees the remaining 20%, in order to cover charges and costs related to the service provided.
This percentage may be subject to change depending on monthly number of transactions.
For special offer, an annexe will be sent by email.
4.6 Payments will be made to the Physician either:
a. by wire transfer, OMT (which is a money transfer service provider) and in these cases the cost of transfer will bared by the Physician,
b. via personal pick -up from the doctor at our premises,
4.7 The Physician, once registered, may access at any time on Drapp website (www.drapp.me) a personalized dashboard with real-time information about consultations, revenues and statement of account.
4.8 For the avoidance of doubt Payment to the physician will be executed on a monthly basis. The cost of transfer can vary for wire transfer from $15 to $25 locally and from $25 to $40 internationally. As for OMT, charges vary based on the amount. Price
list available online:
https://www.omt.com.lb/en/services/money-transfer/omt-intra-local-money-transfer/price-list
If the Physician wishes to cumulate several monthly transfers in one single transfer (to avoid repetitive charges), the latter should send a request by email to info@drapp.me with as subject: Transfer every <number of months> months
5. Professional liability:
5.1 Physician should maintain their professional liability insurance at all time and will be responsible for any wrong doing.
5.2 Failure by the Physician to comply with the paragraphs mentioned above will constitute a breach to this Agreement.
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6.
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Patient-Physician Relationship
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Physician shall establish a valid patient-physician relationship with each Patient pursuant to all applicable highest medical regulations, and professional standards.
Physician confirms and understands the limitation of online consultations and should use his best judgment towards the limits of the virtual environment.
Physician should either already have or build a prior patient/doctor relationship, background and history before giving medical guidance on the platform, and should refer the patient to real physical examination if and when needed.
The first Party may terminate this upon the occurrence of any of the following:
• The failure by Physician to obtain or retain certification in his medical specialty field.
• Inadequate or unsatisfactory quality of medical practice or performance of professional medical services of Physician in the sole discretion of the Health Care technology provider.
• Any other medical disciplinary cause or reason involving Physician.
• Breach of the agreement
8.1 Upon termination of this Agreement, neither Party shall have any further rights, duties, nor obligations except as otherwise provided herein.
8.2 The termination or expiration shall not affect any liability or other obligation of either Party that accrued prior to the termination or expiration.
8.3 Any compensation owed to Physician for services rendered in periods prior to termination shall remain payable to Physician, unless Physician is in breach hereof in which case Drapp shall be entitled to withhold any unpaid compensation until the breach
is resolved.
First Party will not provide real physical location for Physician to consult Patients. Physician will conduct Patient services utilizing the Drapp online platform or any other mobile or online medium (email, phone, etc.) as long as the online consultation
starts and ends within Drapp platform.
Drapp is not ensuring real-time communication and hence should be held harmless of any interruption of the network (like any loss or delay of data transmission due to network connectivity)
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11.
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Non-Exclusive / Exclusive Agreement
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Drapp and Physician may contract respectively with other physicians or service provider to perform the same or similar services at any time; as such this present agreement is not exclusive to either the Physician nor to Drapp.
12. Warranties
Each Party hereby represents and warrants to the other Party hereto as follows:
- It has capacity and is authorized to enter into this Agreement and to undertake all of the obligations anticipated hereby; and
- The execution and delivery of this Agreement and the performance of its obligations under this Agreement do not and will not violate, conflict with or result in a breach of any decree, memorandum and/or articles of incorporation, charter, by-law, law,
contract or obligation to which each Party is a party or by which it is bound.
13. Indemnification:
Physician shall indemnify and hold harmless the First Party, its shareholders,
directors, employees, or any institutions facilitating Drapp solution, against all loss,
settlement, costs or expenses (including legal fees), as incurred resulting from or arising
out of any breach of this Agreement.
14. Case Records and Histories
As required by local laws, physician shall keep necessary medical records where and when he sees needed
The Physician may enter and save a visit summary (text) at the end of an online consultation, that can be accessed by the latter on Drapp platform
Drapp keeps no records of the online conversations happening between physicians and patients.
Physicians and Patients might save conversations on their mobile devices or any other supports, if they wish to do so for whatever reasons
All notices, requests, demands, and other communications required or permitted to be given hereunder shall be in writing.
A notice given under this Agreement shall be:
15.1 In writing in the English or the Arabic language and shall be made by email with request of delivery receipt to:
First Party: info@drapp.me
Second Party: physician email
The Parties have agreed that electronic notification will be legally binding and will have full effect of the law.
15.2 And /or a notice given under this PSA shall be in writing in the English or Arabic language and shall be made in writing at the address set forth here above.
16. Non-Competition
The Parties are not bound by any non-compete procedure
This Agreement supersedes any and all other agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement, and no other agreement, statement, or promise relating to the subject matter of this Agreement which
is not contained herein shall be valid or binding.
The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the Parties hereunder, shall be governed by the laws of Lebanon for contracts entered into and to be performed in Lebanon.
This Agreement cannot be modified or amended except by a writing signed by the Parties.
Waiver of any default or breach of this Agreement or of any warranty, representation, covenant, or obligation contained herein shall not be construed as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the Parties hereto have executed this digital PSA on the day and year first set forth above and will be executed in two (2) counterparts upon settlement of the first monthly revenues due to physician, each counterpart shall be deemed an original and each Party shall receive one such counterpart
