Terms and Conditions

For Clinicians / Therapists / Medical Practitioners

IT IS AGREED as follows:

1. Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

1.1Services means

The services to be performed by the Clinician/Therapist/Medical Practitioner under this Agreement and which include:

Provide Online Medical Consultation;

and

Such other type/quantity of services as the Company and the Clinician/Therapist/Medical Practitioner may agree upon from time to time, during the Duration of this Agreement.

1.2Termination Date means the date on which the Clinician/Therapist/Medical Practitioner’s association hereunder is terminated.

1.3Worker means any person, either self-employed or employed by the Clinician/Therapist/Medical Practitioner, with suitable skill, knowledge, and experience who is nominated and engaged by the Clinician/Therapist/Medical Practitioner to carry out the Services on behalf of the Clinician/Therapist/Medical Practitioner (being either the person/s whose names/ is/are set out in Schedule 2 or any other suitable person/s).

  • References to the Clinician/Therapist/Medical Practitioner as “it” or “its” or “itself” mean the individual who is the Clinician/Therapist/Medical Practitioner.

    • 2.Duration of the Agreement

    The duration of this Agreement shall be from the Commencement Date (Date a Consultant joins ‘NR Skymed’ online) and shall continue for 5 years or until this Agreement is terminated in accordance with Clause 13 (“Duration”). If any terms and conditions change during this time, this document will be updated and sent to Clinician/Therapist/Medical Practitioner for acceptance. If rejected, he/she will no longer keep the right to operate through www.NRSkymed.com.

    3.Clinician/Therapist/Medical Practitioner’s/Associate’s Obligations: -

  • Ensure that the medium you are using does not affect your ability to follow the law and our guidance. Consent and continuity of care are key issues to remember when you are advising or prescribing treatment for a patient via remote consultation.
  • Consent: - Give patients information about all the options available to them (including the option if not treated) in a way they can understand.
  • Tailor the information you give, and the way you give it, to patients’ individual needs, and check that they’ve understood it.If you’re not sure a patient has all the information they want and need, or that they’ve understood it, consider whether it is safe to provide treatment and whether you have valid consent.
  • You must ensure you can assess a patient's capacity. If a patient lacks capacity to make a decision, consider whether remote consultation is appropriate, including whether you can meet the requirements of mental capacity law. 
  • Continuity of care:- If you’re not the patient’s GP, ask the patient for consent to get information and a history from their GP and to send details of any treatment you’ve arranged.If the patient refuses, explore their reasons and explain the potential impact of their decision on their continuing care.If the patient continues to refuse, consider whether it is safe to provide treatment.
  • Make record of your decision and be prepared to explain and justify it if asked to do so.
  • Follow our guidance on consent and good practice in prescribingwork within your competence.
  • Check you have adequate indemnity cover for your remote consultation activities.
  • Discuss this element of your practice with your responsible officer at appraisal.
  • We provide a platform for extending their online services at a very nominal administrative cost.
  • The service providers / associates are solely responsible for the services they provide.
  • They will be governed by local laws and regulatory body of the region they are situated physically while providing their services. It is also deemed that they are fully registered with their local regulator and have indemnity in the region where they are physically present to provide their services online.
  • By agreeing with the terms of conditions it is deemed that the service providers are confirming that they have necessary indemnity in place.
  • It is deemed that they will practice and provide their services in line with the clinical governance and also agree to keep their knowledge and skills up to date while providing their services and maintain the standards as expected by their local regulatory body and I general as expected by the medical fraternity.

    • 4. Nature of Engagement

    The Clinician/Therapist/Medical Practitioner is not obliged to make its services available except for the performance of its obligations under this Agreement. The engagement and appointment of the Clinician/Therapist/Medical Practitioner under this Agreement to provide Services does not create any mutual obligations on the part of the Clinician/Therapist/Medical Practitioner or the Company to offer or accept any further contract, engagement or services. No continuing relationship shall hereby be created or implied.

    5.Fees

    All the fees paid by the clients to the company for the services they receive will be transferred to the service provider by the company as per pre-agreed time intervals i.e., quarterly or 1 / 3months etc. after deducting the administrative costs as agreed.  

    6.Expenses

    The Company shall not reimburse the Clinician/Therapist/Medical Practitioner any travelling and other out of pocket expenses wholly and reasonably incurred by it or any Worker/s in the proper performance of its obligations.

    7.Late Payment

    If the Company fails to make any payment due to the Clinician/Therapist/Medical Practitioner under Clause(s) 5 on the due date then, without prejudice to any other right or remedy available to the Clinician/Therapist/Medical Practitioner, the Clinician/Therapist/Medical Practitioner shall be entitled to:

    7.1terminate this Agreement by giving written notice to the Company if the Company has failed to make the due payment within 30 working days after receiving written notice from the Clinician/Therapist/Medical Practitioner giving full particulars of the payment due and requiring such payment to be made within 7 working days; and

    7.2charge the Company interest from the due date on the amount unpaid both before and after any judgment, at the rate of two per cent per annum above the base lending rate of Bank of England from time to time. Such interest shall accrue on a daily basis from the due date for payment until payment is made in full to the Clinician/Therapist/Medical Practitioner of the overdue sum. The Company shall pay the interest due together with the overdue sum.

    8.Tax Liability

    8.1The Clinician/Therapist/Medical Practitioner shall be responsible for all taxes and contributions (including, but not limited to, income tax, PAYE and national insurance, where applicable) in respect of all amounts paid or payable to the Clinician/Therapist/Medical Practitioner under or in relation to this Agreement and all amounts which the Clinician/Therapist/Medical Practitioner pays any Worker/s.

  • The Clinician/Therapist/Medical Practitioner hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of any such taxes, PAYE and/or contributions, including interest and penalties, relating to the Services provided to the Company under this Agreement.
  • The Clinician/Therapist/Medical Practitioner shall be responsible for all of its expenses and, where applicable, VAT.

    • 9.No Employment or Other Relationship

    9.1The Clinician/Therapist/Medical Practitioner’s relation to the Company is that of an independent Clinician/Therapist/Medical Practitioner of self-employed status.

    9.2Nothing in this Agreement shall create or be deemed to constitute or give rise to a partnership, joint venture, agency or any employment relationship between the Parties, or any employment relationship between any Worker and the Company, or any other fiduciary relationship other than the contractual relationship expressly provided for in this Agreement.

    9.3Neither Party may hold itself out in any manner conflicting with Sub-Clause 9.1 or 9.2.

    10. Exclusivity of Service and Competition

    10.1The Clinician/Therapist/Medical Practitioner may provide to others services which are the same as or similar to the Services but the Clinician/Therapist/Medical Practitioner agrees that it will not, without the written consent of the Company, be in any way directly or indirectly engaged or concerned in any other business or undertaking where this is or is likely to be in conflict with the interests of the Company or where this may adversely affect the efficient discharge of the Clinician/Therapist/Medical Practitioner’s duties under this Agreement. This includes soliciting Company’s customers directly.

    10.2For the purposes of this Clause 10, a conflict of interest is deemed to include, without limitation, providing the same or similar services to any other company engaged in business similar or the same as that of the Company, such business being providing online consultations medical as well as therapies including but not limited to psychological, nutritional, advise regarding wellbeing, preventive care etc.

    10.3The Company may engage other Clinician/Therapist/Medical Practitioners to provide it with services which are the same as or similar to the Services.

    11.Confidential Information

    11.1The Clinician/Therapist/Medical Practitioner shall neither throughout the Duration of this Agreement (except in the proper performance of its obligations) nor at any time (without limit) after the termination thereof, directly or indirectly:

    11.1.1use, or permit to be used, for its own purposes or those of any other person, company, business entity or other organisation whatsoever;

    11.1.2 disclose, or permit to be disclosed, to any person, company, business entity or other organisation whatsoever;

    any confidential information relating or belonging to the Company or its associated companies, including but not limited to any such information relating to customers, customer lists or requirements, suppliers, price lists, pricing structures, marketing or sales information, products, services, projects, business methods or plans or dealings, employees or officers, financial information or plans, designs, formulae, specific technical information, trade secrets, research activities, any document marked “Confidential”, or any information which it has been told is confidential or which it might reasonably expect the Company would regard as confidential, or any information which has been given to the Company or any associated company in confidence by customers, suppliers or other persons.

    11.2The Clinician/Therapist/Medical Practitioner shall not at any time throughout the Duration of this Agreement make any notes or memoranda relating to any matter within the scope of the Company’s business, dealings or affairs otherwise than for the benefit of the Company or any associated Company.

    11.3The obligations contained in Sub-Clause 11.1 above shall cease to apply to any information or knowledge which may subsequently come into the public domain after the termination of this Agreement, other than by way of unauthorised disclosure.

    12.Intellectual Property and Ownership of Materials

    All copyright and other intellectual property worldwide rights in all records, documents, papers (including copies and summaries thereof) and other works or materials made or acquired by the Clinician/Therapist/Medical Practitioner in the course of carrying out its obligations under this Agreement, together with ownership of all such items and copies thereof, shall vest in the Company absolutely, and the Clinician/Therapist/Medical Practitioner shall have a licence to use any such items only for the purpose and extent necessary to carry out its obligations under this Agreement.

    13.Termination

    13.1Without limitation either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if that other Party:

  • commits any breach of this Agreement (excluding late payment under Clause 7) and, in the case of a breach which is capable of remedy, fails to remedy it within 21 days’ after receiving written notice giving full particulars of the breach and requiring it to be remedied within that period; or
  • is incompetent, or is guilty of gross misconduct and/or serious or persistent breach in respect of its obligations hereunder or serious or persistent negligence in relation to the Services.
  • Either Party may terminate this Agreement at any time by giving the other Party not less than 40days notice in writing and the Company shall be liable for payment of hourly fees at the rate set out in Sub-Clause 5.1 as follows:
  • Where the Party terminating is the Company, it shall pay the fees only for the hours expended on any particular Services by the Clinician/Therapist/Medical Practitioner up to the end of that notice period pursuant to any previous agreement between the Parties to carry out that number, or at least that number, of hours in respect of those particular Services;
  • Where the Clinician/Therapist/Medical Practitioner terminates, it shall continue to carry out any particular Services pursuant to any previous agreement between the Parties to do so (notwithstanding the expiry of the notice period before it has completed those Services) either:
  • until they are complete; or
  • if that previous agreement required a particular or minimum number of hours to be expended on those particular Services, until the Clinician/Therapist/Medical Practitioner has completed that number of hours; or
  • if the Company notifies the Clinician/Therapist/Medical Practitioner that the Company wishes the Clinician/Therapist/Medical Practitioner to cease work no later than upon expiry of the notice period, until no later than that expiry.

    • and in any such case, the Company shall pay the fees for the number of hours expended by the Clinician/Therapist/Medical Practitioner.

  • Where this Agreement terminates on the termination date referred to in Clause 2, the Company shall pay the hourly fees for all hours expended up to that date by the Clinician/Therapist/Medical Practitioner on any Services pursuant to any previous agreement between the Parties to carry out those Services. The Clinician/Therapist/Medical Practitioner shall not be entitled to carry out or be paid for any Services after that date and cannot be required by the Company to carry out any Services after that date.

    • 14.Liability

    14.1This Clause 14 sets out the entire financial liability of the Parties to each other for any breach of this Agreement, and any representation, statement, or tortious act or omission (including, but not limited to, negligence and breach of statutory duty) arising out of or in connection with this Agreement.

    14.2Subject to sub-Clause 14.3, neither Party shall be liable to the other, whether in contract, tort (including negligence), restitution, or for breach of statutory duty or misrepresentation for any loss of profit, loss of revenue, loss of goodwill, loss of business opportunity, loss of anticipated saving, business interruption or management time, failure to achieve any benefit expected to be derived from this Agreement, loss of use of any asset, loss of data recorded on any computer or other equipment, or any special commercial, economic, indirect or consequential damage or loss that may be suffered by the other Party that arises out of or in connection with this Agreement.

  • Nothing in this Clause 14 or in any other provisions of this Agreement shall:
  • limit the liability of either Party to the other for fraud or fraudulent misrepresentation, for deliberate or wilful misconduct, or for death or personal injury; or
  • exclude or limit the liability of the Clinician/Therapist/Medical Practitioner under or in respect of the indemnity given in Clause 8.2.

    • 15.Force Majeure

    15.1Neither Party to this Agreement shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party (“Force Majeure”).  Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other similar or dissimilar event or circumstance that is beyond the control of the Party in question.

    15.2In the event that a Party to this Agreement cannot perform its obligations hereunder as a result of Force Majeure for a continuous period of 6 weeks, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all work completed up to the date of termination.

    16.Company Property

    On the termination of this Agreement, the Clinician/Therapist/Medical Practitioner must immediately return to the Company in accordance with the Company’s instructions all equipment, correspondence, records, specifications, software, models, notes, reports and other documents (and any copies thereof) and any other property belonging to the Company or its associated companies which are in its possession or under its control. The Clinician/Therapist/Medical Practitioner will, if so required by the Company, confirm in writing that it has complied with its obligations under this Clause 16.

    17.No Waiver

    No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

    18.Assignment and Sub-Contracting

    18.1Subject to sub-Clause 18.2, this Agreement is personal to the Parties.  Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

    18.2The Clinician/Therapist/Medical Practitioner shall be entitled to perform any of the obligations undertaken by it through any Worker/s, whether as a sub-Clinician/Therapist/Medical Practitioner or employee.  Any act or omission of such a Worker shall, for the purposes of this Agreement, be deemed to be an act or omission of the Clinician/Therapist/Medical Practitioner.

    19.Third Party Rights

    19.1No one other than a Party to this Agreement, their transferees, successors or assignees, shall have any right to enforce any of its terms and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

    11.2Subject to this Clause 19 this Agreement shall continue and be binding on the transferee, successors and assignees of either Party as required.

    20.Notice

    20.1All notices to be given under this Agreement by either Party to the other shall be in writing and shall be deemed duly given if signed by the Party giving the notice, or on behalf of that Party by a duly authorised officer of that Party.

    20.2Notices shall be deemed to have been duly given:

    20.2.1when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

    20.2.2when sent, if transmitted by e-mail and a return receipt is generated; or

    20.2.3on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.

    In each case notices shall be addressed to the most recent address or e-mail address notified to the other Party.

    21.Entire Agreement

    21.1This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

    21.2Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

    22.Law and Jurisdiction

    This Agreement is to be governed by and construed in accordance with the Law of Ahmedabad, Gujarat INDIA and the Parties hereto submit to the [exclusive] [non-exclusive] jurisdiction of the Indian Courts in respect of any dispute and/or legal proceedings in respect of this Agreement and any matter arising hereunder.

    23.Data Protection and Data Processing

    The provisions of Schedule 3 and its Annex shall apply as if set out in the body of this Agreement.

    SCHEDULE 1

    Details of Services

    SCHEDULE 2

    Worker(s): <<Insert full name of any Worker(s) who will or may be engaged by the Clinician/Therapist/Medical Practitioner>>

    SCHEDULE 3

    1.Data Protection

    1.1All personal information that the Clinician/Therapist/Medical Practitioner may use will be collected, processed, and held in accordance with UK data protection legislation and the Company’s rights thereunder.

    1.2For complete details of the Clinician/Therapist/Medical Practitioner’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Company’s rights and how to exercise them, and personal data sharing (where applicable), please refer to the Clinician/Therapist/Medical Practitioner’s Privacy Notice [available from <<insert location>>].

    2.Data Processing

    2.1In this Schedule:

    2.1.1 “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (the “UK GDPR”), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; and

    2.1.2“personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4 of the UK GDPR.

    2.2 All personal data to be processed by the Clinician/Therapist/Medical Practitioner on behalf of the Company, subject to this Agreement, shall be processed in accordance with the terms of a Data Processing Agreement into which the Parties shall enter before any personal data is processed.

    2.3For the purposes of the Data Protection Legislation and for this Clause 2, the Clinician/Therapist/Medical Practitioner is the “Data Processor” and the Company is the “Data Controller”.

    2.4The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing shall be set out in the Annex to this Schedule.

    2.5The type(s) of The Data Controller shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in the Annex to this Schedule.

    2.6The type(s) of The Data Processor shall, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

    2.6.1The type(s) of Process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor shall promptly notify the Data Controller of such processing unless prohibited from doing so by law;

    2.6.2The type(s) of Ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures shall be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures. Measures to be taken shall be agreed between the Data Controller and the Data Processor and set out in the Annex to this Schedule;

    2.6.3The type(s) of Ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential; and

    2.6.4The type(s) of Not transfer any personal data outside of the UK without the prior written consent of the Data Controller and only if the following conditions are satisfied:

    2.6.4.1The type(s) of The Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

    2.6.4.2Affected data subjects have enforceable rights and effective legal remedies;

    2.6.4.3The Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

    2.6.4.4The Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

    2.6.5Assist the Data Controller at the Data Controller’s cost, in responding to any and all requests from data subjects and in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

    2.6.6Notify the Data Controller without undue delay of a personal data breach;

    2.6.7On the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

    2.6.8Maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 2 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

    2.7The Data Processor shall not sub-contract any of its obligations to a sub-Clinician/Therapist/Medical Practitioner with respect to the processing of personal data under this Clause 2 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-Clinician/Therapist/Medical Practitioner, the Data Processor shall:

    2.7.1Enter into a written agreement with the sub-Clinician/Therapist/Medical Practitioner, which shall impose upon the sub-Clinician/Therapist/Medical Practitioner the same obligations as are imposed upon the Data Processor by this Clause 2 and which shall permit both the Data Processor and the Data Controller to enforce those obligations; and

    2.7.2Ensure that the sub-Clinician/Therapist/Medical Practitioner complies fully with its obligations under that agreement and the Data Protection Legislation.

    2.8Either Party may, at any time, and on at least 40 days notice, alter the data protection provisions of this Agreement, replacing them with any applicable data processing clauses or similar terms that form part of an applicable certification scheme. Such terms shall apply when replaced by attachment to this Agreement.

    Annex to Schedule

    Pursuant to Clause 2.4 of Schedule 3, the following sets out the type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing:

    <<Insert full details>>

    [Pursuant to Clause 2.6.2 of Schedule 3, the following are the technical and organisational measures agreed:<<Insert full details>>]