Terms and Conditions

1. DEFINITIONS AND INTERPRETATION

2. PURPOSE AND SCOPE

This Agreement governs:

• (a) access to and use of the Clinifix Platform;
• (b) coordination of Opportunities between Healthcare Professionals and Healthcare Facilities;
• (c) payment authorization and processing; and
• (d) professional conduct, confidentiality, and regulatory compliance.

3. USER REGISTRATION AND VERIFICATION

3.1 Users shall provide accurate, complete, and up-to-date personal and professional information.

3.2 Healthcare Professionals must submit valid licenses, credentials, and proof of indemnity.

3.3 Clinifix reserves the right to verify credentials directly or through third-party verification services.

3.4 Submission of false, misleading, or outdated information constitutes a material breach and may result in suspension or termination.

4. APPOINTMENT AND PAYMENT AUTHORIZATION

4.1 The Healthcare Professional appoints Clinifix as a non-exclusive coordination and payment intermediary for Opportunities facilitated through the Platform.

4.2 The Healthcare Professional irrevocably authorizes Clinifix to:

• (a) invoice Healthcare Facilities for Services rendered;
• (b) receive payments on the Healthcare Professional's behalf;
• (c) deduct Platform Fees; and
• (d) remit the Net Payable Amount.

4.3 Healthcare Professionals shall not directly receive payment for Opportunities sourced or coordinated through Clinifix unless expressly approved in writing by Clinifix.

5. PLATFORM FEES AND PAYMENTS

5.1 Clinifix shall deduct a Platform Fee equivalent to five percent (5%) of the Gross Professional Fees, exclusive of any applicable taxes.

5.2 Payments to the Healthcare Professional shall be made only after confirmation and approval of Services rendered, in accordance with Clinifix's verification processes, and subject to receipt of corresponding funds from the Healthcare Facility.

5.3 Where operationally necessary, Clinifix may, at its discretion, remit payment prior to receiving payment from the Healthcare Facility, without waiving its right to recover such amounts.

5.4 Accurate Billing Information: Users are required to provide accurate, complete, and up-to-date billing and payment information and shall promptly update such information in the event of any changes. Clinifix shall not be liable for delays or failures in payment resulting from inaccurate or outdated billing details.

6. STATUS OF THE HEALTHCARE PROFESSIONAL

6.1 The Healthcare Professional is an independent contractor and not an employee, agent, or partner of Clinifix.

6.2 Nothing in this Agreement shall be construed as creating an employment, partnership, or joint venture relationship.

7. OBLIGATIONS AND CONDUCT

Healthcare Professionals shall:

• (a) maintain valid licenses, indemnity cover, and regulatory compliance;
• (b) provide Services in accordance with professional standards and Healthcare Facility policies;
• (c) accurately report completed Opportunities where required;
• (d) not bypass Clinifix for Opportunities introduced through the Platform;
• (e) adhere to ethical standards, Community Rules, and professional conduct requirements.

Zero tolerance applies to fraud, harassment, discrimination, or unethical conduct.

8. LIMITATION OF LIABILITY

8.1 Clinifix shall not be liable for the clinical acts, omissions, or professional judgment of Healthcare Professionals.

8.2 Healthcare Professionals retain full responsibility for patient care, outcomes, and professional conduct.

9. CONFIDENTIALITY

9.1 Maintaining Confidentiality of Sensitive Information: Users are entrusted with sensitive information, including healthcare facilities' operational details, payment data, patient information, and proprietary business practices of Clinifix. Such information shall be treated as confidential and protected accordingly.

9.2 Prohibition of Unauthorized Distribution: Users are expressly prohibited from disclosing, sharing, copying, or distributing any Confidential Information obtained through the Platform unless expressly authorized in writing by the disclosing party or required by law.

9.3 Scope of Confidential Information: Confidential Information includes, without limitation:

• Patient Information: Exceptionally sensitive under Kenyan data protection laws; unauthorized disclosure may result in severe legal consequences.
• Healthcare Facility Information: Operational processes, staffing arrangements, patient treatments, and internal practices.
• Clinifix Proprietary Information: Platform methodologies, algorithms, workflows, pricing structures, business strategies, and intellectual property.

9.4 These confidentiality obligations shall survive termination or expiry of this Agreement.

10. PLATFORM SECURITY

10.1 Users are responsible for safeguarding login credentials and account access.

10.2 Unauthorized access or suspected breaches must be reported immediately.

10.3 Sharing login credentials is strictly prohibited.

11. USE OF DATA FOR MARKETING AND SERVICE IMPROVEMENT

11.1 Non-Personal Data: Clinifix may collect, analyze, and utilize aggregated or anonymized non-personal data to understand market dynamics, user preferences, and service demand, and to improve Platform functionality and promotional strategies.

11.2 User Consent and Legal Compliance: By accepting this Agreement, users consent to the collection and use of non-personal data as described above. Clinifix shall ensure all data practices comply with applicable data protection laws of the Republic of Kenya.

12. SUSPENSION AND TERMINATION

12.1 Right to Suspend or Terminate Accounts: Clinifix reserves the right to suspend or terminate user accounts, restrict access to the Platform, or withhold Opportunities where necessary to protect the integrity, security, and proper functioning of the Platform.

12.2 Grounds for Suspension or Termination: Grounds include, without limitation:

• (a) failure to complete accepted Opportunities without reasonable cause;
• (b) fraudulent or deceptive activities;
• (c) misuse of the Platform;
• (d) harassment, discrimination, or unethical conduct;
• (e) breach of confidentiality;
• (f) material breach of this Agreement.

12.3 Termination by Notice: Either Party may terminate this Agreement upon thirty (30) days' written notice.

12.4 Effect of Termination and Survival: Termination shall not affect accrued payment rights or obligations. Clauses 8 (Limitation of Liability), 9 (Confidentiality), and 13 (Governing Law and Dispute Resolution) shall survive termination.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

13.2 Any dispute arising out of or in connection with this Agreement shall be resolved amicably, failing which by arbitration in Nairobi, in accordance with the Arbitration Act (Kenya), by a single arbitrator appointed through the Chartered Institute of Arbitrators (Kenya Chapter).

14. AMENDMENTS AND GENERAL PROVISIONS

14.1 Clinifix reserves the right to amend these Terms with notice provided via the Platform or electronic communication.

14.2 Continued use of the Platform constitutes acceptance of any amendments.

14.3 This Agreement constitutes the entire agreement between the Parties.

14.4 If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force.

15. CONTACT INFORMATION