Lead Generation Membership Agreement

 GLOBAL MEDICAL TREATMENT LIMITED 

Terms of Service with Healthcare Providers

1. Introduction

Welcome to DrVisor.com, a search engine that gives you the opportunity to promote your medical services to a worldwide audience. DrVisor.com and the facilities, services, and materials available therein (the "Website") are owned and operated by Toprak Networking Limited trading as DrVisor.com ("DrVisor.com"), a UK registered company. For the purposes of these terms and conditions, "we", "our", and "us" refer to DrVisor.com.

2. Services We Provide

DrVisor.com acts as a marketplace search engine for individuals seeking medical services ("Clients") and Healthcare Providers, be they individual medical practitioners, hospitals, clinics, travel agencies (together the "Healthcare Providers", "your", or "you") wishing to provide medical services, by facilitating introductions between Clients and Healthcare Providers through an online environment. For the purpose of this Agreement, "Medical Services" means the medical service or services that the Healthcare Provider is legally permitted to provide to a Client.

In consideration of the mutual obligations of the parties hereto, DrVisor.com shall provide information to Clients about various worldwide Healthcare Providers to assist Clients in making informed decisions by conducting their own research into Healthcare Providers and into Healthcare Providers' services, thereby assisting Clients in choosing the relevant Healthcare Provider to meet the Client's particular needs. If the Client chooses you to provide Medical Services, then we will facilitate contact between you and the Client by providing relevant Client information to you (the "Website Service").

If you simply want to browse through the Website to see what DrVisor.com has to offer, there is no need for you to register and open an account with us. Nonetheless, your use of the Website will be subject to the relevant sections of this Agreement. If you wish to avail of the Website Service, you will need to register on the Website, and this Agreement shall come into effect in respect of the Website Service once DrVisor.com has accepted your registration. As part of, and to complete, the registration process for the purposes of opening an account with us, you will be asked to signify that you have read, understood, and accepted this Agreement.

If you do not read or agree to this Agreement, please terminate your account, inform hello@drvisor.com, and discontinue use of the Website immediately.

3. Services We Do Not Provide

DrVisor.com is not a medical referral service and does not endorse, recommend, or approve any Healthcare Provider listed on the Website. We are not medical professionals, nor do we present ourselves as such, and we will not discuss or advise on any matters relating to medical treatment with Clients or Healthcare Providers.

DrVisor.com is not involved in any transactions between Clients and Healthcare Providers who use this Website. We cannot ensure that all transactions will be completed, nor do we guarantee the ability or intent of Clients to fulfil their obligations in any transactions.

As we cannot control the information provided by Clients and made available through this Website, DrVisor.com does not guarantee or endorse the authenticity, quality, safety, or legality of any services requested or provided by you, the accuracy of any listings or Client data we may provide to you, or the ability of Clients to complete a transaction.

If a Client selects a Healthcare Provider to deliver Medical Services (a "Lead") and the Healthcare Provider decides to contact that Lead through DrVisor.com, the Client will enter into a contract for the provision of Medical Services directly with the Healthcare Provider. Clients will not be obliged to complete a transaction if it is illegal or contrary to this Agreement.

The contract for the sale by you of any product or Medical Service advertised on the Website will be directly between the Client and the Healthcare Provider. No contract for the sale of any Medical Services will exist between the Healthcare Provider and DrVisor.com or any Client and DrVisor.com. The contract between the Healthcare Provider and DrVisor will be for the provision of the Lead.

4. Client Contact Policy

You agree to make every effort to contact each client who creates a lead for you, both by phone and email, within a maximum of two business days from the lead's creation.

5. Commencement and Duration

This Agreement will take effect from the date it is accepted by DrVisor.com and will remain in effect until terminated in accordance with the terms of this Agreement.

6. Insurance

DrVisor.com acknowledges that there may be jurisdictions in which the insurances set out in this clause are not available to Healthcare Providers and agrees that such Healthcare Providers are not bound by the provisions of clauses 6.2 to 6.4 below.

During the term of this Agreement and for a period of seven (7) years thereafter, the Healthcare Provider must, at its own cost, take out and maintain medical negligence, product liability, public liability, employer's liability, and professional liability insurance, or equivalent insurances in another jurisdiction, with a reputable insurance company in respect of claims of loss or damage arising out of or in consequence of the Healthcare Provider's obligations to the Client and to DrVisor.com. The Healthcare Provider shall notify DrVisor.com and, where necessary, the Client, immediately in the event that any of the insurances cease to be available. The Healthcare Provider shall, at the request of either DrVisor.com or the Client, provide DrVisor.com or the Client with evidence, as is satisfactory to DrVisor.com or the Client, of that insurance.

The Healthcare Provider 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.

If the proceeds of any insurance claim are insufficient to cover the settlement of such claims, the Healthcare Provider will make good any deficiency forthwith.

7. Data Protection

1. The Healthcare Provider warrants to DrVisor.com that it shall comply strictly with all requirements of the UK Data Protection Act 2018, the UK GDPR, and any other applicable data protection laws in relation to the processing and transfer of Data.
2. For the purposes of this Agreement, "Data" means all electronic data or information, including personal data as defined in the UK GDPR, submitted by the Client on the Website and transferred by DrVisor.com to the Healthcare Provider, the processing of which is necessary to conclude the contract between the Healthcare Provider and the Client.
3. The Healthcare Provider undertakes that it shall process the Data only to the extent necessary to provide the Medical Services, and strictly in accordance with the terms of this Agreement and DrVisor.com's instructions from time to time.
4. The Healthcare Provider shall ensure that only such of its employees, contractors, and agents who may be required by the Healthcare Provider to assist it in meeting its obligations under this Agreement shall have access to the Data. The Healthcare Provider shall ensure that all employees, contractors, and agents used by it to provide the Medical Services have undergone training in data protection law and in the care and handling of data

5. The Healthcare Provider undertakes not to disclose the Data to any third party under any circumstances other than when strictly required for the performance of the Medical Services at the specific request of DrVisor.com or as otherwise specified herein, in accordance with the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR).

6. The Healthcare Provider shall carry out the processing in compliance with all applicable laws, enactments, regulations, orders, standards, and other similar instruments, including the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR).

7.  The Healthcare Provider shall take appropriate security measures against unauthorised access to, or unauthorised alteration, disclosure, or destruction of Data, particularly where the processing involves the transmission of Data over a network, and against all other unlawful forms of processing.

8.  The Healthcare Provider shall take all reasonable steps to ensure that persons employed by the Healthcare Provider and other persons at the Healthcare Provider's facilities at which the Medical Services are provided are aware of and comply with the relevant security measures aforesaid.

9.  This Agreement is entered into for the benefit of the Client, and the Client or its agent is hereby entitled to directly enforce the provisions of this Agreement as a third-party beneficiary.

10.  The parties agree that on the completion of the provision of Medical Services to the Client, the Healthcare Provider shall, when requested to do so by DrVisor.com, use reasonable endeavours to return all Data transferred to it by DrVisor.com and the copies thereof, or shall destroy all the Data and certify to DrVisor.com that it has done so, unless legislation imposed upon the Healthcare Provider prevents it from returning or destroying all or part of the Data transferred. In that case, the Healthcare Provider warrants and undertakes that it will guarantee the confidentiality of the Data transferred and will not further process the Data transferred.

11.The Healthcare Provider warrants that upon a request of DrVisor.com and/or the Information Commissioner's Office (ICO), it will submit its data processing facilities for an audit.

12. The Healthcare Provider agrees to indemnify DrVisor.com and keep fully and effectively indemnified and hold DrVisor.com, its officers, directors, employees, agents, subsidiaries, affiliates, Clients, suppliers, and any of our service providers harmless from and against any and all liabilities, claims, demands, obligations, losses, expenses, damages, penalties, actions, judgments, suits, and costs of any kind or nature whatsoever, including legal costs, resulting from any violation or breach by the Healthcare Provider of this clause 6.

13. The Healthcare Provider shall not disclose the identity of any Client without the express prior written approval of the Client or, where relevant, DrVisor.com. Inclusion in any reference or marketing list shall also only be undertaken with the express prior written approval of the Client and/or DrVisor.com.

14. The Healthcare Provider agrees that all personal information entered into their brochure or search result has been obtained with the permission of the individual in question and that the individual in question has agreed to the unrestricted publication of this information and the transfer of this information outside the European Union, in accordance with the Data Protection Act 2018 and UK GDPR.

15.  Communication between clients and clinics by email may be sent via DrVisor.com. The content of these emails may be retained by DrVisor.com in order to assist clients and clinics in tracking their communication.

8. Warranties

8.1 The Healthcare Provider warrants that the Medical Services shall be supplied and rendered by appropriately experienced, licensed, qualified, and trained personnel of the Healthcare Provider, and further warrants that it has an adequate number of such personnel available to fulfil its obligations to the Client.

8.2 Without prejudice to clause 8.1, the Healthcare Provider warrants that the performance of the Medical Services is permitted and lawful. The Medical Services shall be carried out with the skill, diligence, prudence, foresight, and judgement expected of a properly qualified and experienced person engaged in the same type of undertaking under similar circumstances, adhering to the standards generally applied in the medical industry at the relevant time, and in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments, and at all times in accordance with its own standards, policies, and procedures.

8.3 The Healthcare Provider further warrants, represents, and covenants with DrVisor.com, and acknowledges that DrVisor.com is relying on such warranties, representations, and covenants, that:

1. It has the legal capacity to enter into a contract and has power and authority to execute, deliver, and perform all its obligations under this Agreement;
2. It will at all times be and remain in full compliance with all applicable legislation and be and remain a member of a recognised body that sets, meets, and implements relevant conduct and best practice within the appropriate medical industry. If the Healthcare Provider, for any reason, ceases to be a member of such a recognised body or is non-compliant with any applicable legislation, it shall notify DrVisor.com immediately and cease to provide the Medical Services to Clients;
3. It holds a valid licence to provide Medical Services issued by the relevant medical regulatory authority in its country. If the Healthcare Provider's licence expires or is no longer valid, then it shall notify DrVisor.com immediately and cease to provide the Medical Services to Clients;
4. It will only pursue Leads in relation to those Medical Services that it is both qualified to provide and in fact provides to patients on a day-to-day basis as one of its practice areas;
5. It will not provide any information or make any statement that is untrue, false, incorrect, or misleading, including in particular (but not limited to) information relating to its identity, contact details, experience, certification, services, and prices;
6. Any and all information that it has provided is true, and will continue to be true, in every respect throughout the period this Agreement remains in force, and it agrees to duly notify DrVisor.com, or where applicable the Client directly, of any changes to such information immediately;
7. Any and all information that it has provided is not defamatory, libellous, pornographic, or obscene and does not violate any laws regarding unfair competition, anti-discrimination, or false advertising;
8. The Nominated Representative, as defined in clause 9.6, shall be authorised to bind the Healthcare Provider in all matters related to this Agreement;
9. It will not promote services or engage in any activity which it knows, or reasonably ought to know will, or may, be illegal in its local jurisdiction;
10. The content posted on the Website does not infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Use of third party trademarks is for description and identification purposes only. Such trademarks are the registered trademarks of their registered owners. DrVisor.com asserts absolutely no ownership or other rights with respect to such third party trademarks; and,
11. It accepts and agrees to abide by the terms of the Agreement, as may be amended from time to time.

9. Registration

1. Registration is required if you wish to receive Leads, view historic Leads, or have your organisation's details listed on the Website.

2. In order to complete the registration process and to open an account on the Website, you must choose a User ID and password. DrVisor.com may restrict your chosen User ID or password.

3. When registering, you will be asked to provide information such as your name, address, telephone number, email address, and details of the Medical Services available from the Healthcare Provider and about the personnel who will deliver said services. You warrant and undertake that any information provided by you when registering with DrVisor.com is up-to-date, accurate in all material respects, not the confidential property of others, or in violation of any other third party's rights, and is sufficient for us to facilitate the Website Services. You are responsible for maintaining and promptly updating your account information as necessary to ensure accuracy and completeness. You are also responsible for keeping all such information (including your credit card details and any passwords given to you) secure against unauthorised access. We will not be liable to you for any losses you may incur as a result of any unauthorised third-party access to your account and/or any fraudulent use of your credit card on the Website.

4. You are responsible for all actions taken under your account and you agree only to use or utilise this Website using your own User ID and password. You must keep your password safe and not disclose it to any other person or permit, either directly or indirectly, any other person to utilise your account. You agree to immediately notify DrVisor.com of any unauthorised use of your password and/or account or of any other unauthorised breach of security. Any action designed to undermine the system and to alter your profile or the profiles of others is strictly prohibited.

5. DrVisor.com reserves the right to refuse to accept your application for registration and/or to terminate your registration and close or suspend your account without prior notice at any time at the discretion of DrVisor.com. DrVisor.com is not liable to you or any third party for any suspension or termination of access to this Website.

6. When registering you will be asked to nominate an individual from your organisation ("Nominated Representative") who shall be responsible for the management of all matters relating to this Agreement. If the Nominated Representative leaves your employment or you wish to nominate an alternative individual as your Nominated Representative, then you must inform DrVisor.com immediately.

7. Information sent over the internet cannot be guaranteed to be completely secure as it is subject to possible interception, loss, or alteration. You understand and agree to assume the security risk for any information you provide using the Website. We are not responsible for any information sent over the internet and will not be liable to you or anyone else for any damages or other loss incurred in connection with any information sent by you to us or any information sent by us to you over the internet or any information provided to you by a Client or any third party. 

10.Charges and Payment

1.  There might be a fee or payment required for a Healthcare Provider account in certain markets.

2. The Clients agree to pay the Service Provider a fee of £149 per month (the "Service Fee").

3. The Service Fee shall be paid as a single annual payment, covering a twelve-month period following the trial. This payment entitles the Clients to receive a minimum of 5 leads per month, to have their treatments and areas of expertise displayed on DrVisor.com, and to feature more than 5 videos on the DrVisor YouTube Channel.

4. All sums due to DrVisor.com shall be paid in full by credit or debit card, unless alternative payment arrangements have been agreed upon in writing with DrVisor.com. The provision of the Website Service is conditional on the Healthcare Provider making all necessary arrangements to pay for the Website Service by such means. DrVisor.com reserves the right to verify credit or debit card payments prior to purchase.

3. All sums due to DrVisor.com are exclusive of VAT and any other applicable duties and taxes, which shall be payable by the Healthcare Provider.

5. You acknowledge that DrVisor.com will automatically charge your credit or debit card account for the agreed amount when your account has a negative balance.

6. You also acknowledge that DrVisor.com will automatically charge your credit or debit card account for the agreed amount at the end of your subscription period, applicable only to accounts with auto-renewal enabled.

11. Suspension/Termination

1.DrVisor.com may at any time, without notice to you, suspend or terminate your access to this Website or any service forming part of this Website, wholly or partially, for any reason, including without limitation, where you have provided false or misleading information, or you are in breach of this Agreement, or if DrVisor.com cannot verify or authenticate any information submitted to the Website. DrVisor.com is not liable to you or any third party for any suspension or termination of access to this Website.

12. Use of Website

1. You agree not to use the Website or any of its facilities and/or services for any purpose that is unlawful or prohibited by this Agreement, including but not limited to:

1. any purpose that is fraudulent, unlawful or prohibited by this Agreement;

2. accessing or using the Website in or from jurisdictions which restricts or prohibits same by local law;

3. accessing or using the Website in any manner which could damage, disable, overload, flood, mail bomb, crash or impair the Website or interfere with any other party's use and/or enjoyment of the Website.  In particular, you will not post or transmit to or from the Website any unlawful, harassing, threatening, libellous, defamatory, tortious, obscene, hateful, scandalous, inflammatory, pornographic or profane material, or any other material that could give rise to any civil or criminal liability under law;

4. transmitting material which may cause harm to DrVisor.com's or any other party's computer systems, including but not limited to any material which contains viruses, Trojan horses, worms, spyware, adware, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy or otherwise impair a computer's functionality or the operation of the Website;

5. harassing, harming or abusing another person, or contacting, advertising, soliciting, selling to any other person without their prior written consent or transmitting or relaying spam;

6. accessing data or materials not intended for your use; logging into a server or account which you are not authorised to access; attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; or impersonating any person or entity, or falsely stating or otherwise misrepresenting their identity or affiliation in any way;

7. attempting to gain unauthorised access to the Website, or any accounts, computer systems and networks connected to any DrVisor.com website, through hacking, password miming or any other means; or

8. harvesting or otherwise collecting by any means any programme material or information, including without limitation email addresses or details of other users, from the Website or monitoring, mirroring or copying any content of the Website without the prior written consent of DrVisor.com.

2. The pages contained in the Website may contain technical inaccuracies and typographical errors. The information on the Website may be updated from time to time but we do not accept any responsibility for keeping the information in these pages up-to-date nor any liability for any failure to do so.

3. DrVisor.com reserves the right, at its sole discretion, to pursue all of its legal remedies upon breach by you of this Agreement, including but not limited to cancellation of your bids for prospective Leads, your postings and content from the Website, immediate termination of your registration and your account and restricting your ability to access the Website and use the Website Services.

13. Copyright Notice and Limited Licence

1. The information, content, graphics, text, sounds, images, buttons, trademarks, service marks, get-up, business names, domain names, rights in good will, know-how, designs and rights in designs, trade names and logos, whether registered or unregistered, (the "Materials") contained in the Website are protected by copyright, trade mark, database right, sui generis right and other intellectual property laws and are also protected under national laws and international treaties. DrVisor.com and/or its licensors (as the case may be) retain all right, title, interest and intellectual property rights in and to the Materials.
1. Any other use of the Materials on the Website, including any form of copying or reproduction (for any purpose other than those noted above), modification, distribution, uploading, re-publication, extraction, re-utilisation, incorporation or integration with other Materials or works or re-delivery using framing technology, without the prior permission of DrVisor.com is strictly prohibited and is a violation of the proprietary rights of DrVisor.com. Other than as expressly provided herein nothing in this Agreement should be construed as conferring by implication or otherwise any licence or right under any copyright, patent, trade mark, database right, sui generis right or other intellectual property or proprietary interest of DrVisor.com, its licensors or any third party.
2. You agree to grant DrVisor.com a non-exclusive, royalty free, world-wide, perpetual licence with the right to sub-licence, reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any Materials and other information (including without limitation ideas contained therein for new or improved services) you submit to the Website either during the registration process or otherwise.

14. Content Policy

14.1 DrVisor.com acts as a passive conduit for the online distribution and publication of information submitted through the Website, and has no obligation to screen content or information in advance and is not responsible for screening or monitoring material posted by Clients or Healthcare Providers. You are solely responsible for the content and information you provide to us to be published on the Website through our data entry forms. We reserve the right to edit or remove your content if we believe it is untrue or that it may create liability for us.

14.2 You acknowledge that Clients may publish reviews and opinions of the Medical Services and other services/facilities provided by you or by other Healthcare Providers either on the Website or on associated or linked websites and you consent to the unrestricted publication of both positive and negative reviews about you. You acknowledge that these reviews and opinions may be used even after the termination of your account.

14.3 You agree not to publish reviews of yourself or any other clinics on the site.

15. Disclaimers

15.1 This clause limits DrVisor.com's legal liability to you for your access to and use of the Website. You should read this clause carefully. You acknowledge that you have entered into this Agreement relying on the disclaimers stated herein and that those disclaimers are an essential basis of this contract.

15.2 The Website is available to all users "as is" and, to the greatest extent permitted by applicable law, the Website is made available without any representations or warranties of any kind, either express or implied.

15.3 DrVisor.com makes no representations, warranties or undertakings about the services or materials available on the Website, including without limitation, their merchantability, quality, or fitness for a particular purpose.

15.4 DrVisor.com makes no representations, warranties or undertakings that the Website, or the server that makes it available, will be free from defects, including, but not limited to, viruses or other harmful elements. DrVisor.com accepts no liability for any infection by computer virus, bug, tampering, unauthorised access, intervention, alteration or use, fraud, theft, technical failure, error, omission, interruption, deletion, defect, delay, or any event or occurrence beyond the control of DrVisor.com, which corrupts or affects the administration, security, fairness or the integrity or proper conduct of any aspect of the Website.

15.5 All use by you of the Website is at your own risk. You assume complete responsibility for, and for all risk of loss resulting from, your downloading or using of, or referring to or relying on the facilities, service, materials or products provided on the Website, or any other information obtained from your use of the Website. You agree that, to the maximum extent permitted by applicable law, DrVisor.com and providers of telecommunications and network services to DrVisor.com, will not be liable for damages arising out of your use or your inability to use the Website, and you hereby waive any and all claims with respect thereto, whether based on contract, tort or other grounds.

15.6 No advice or information, whether oral or written, obtained by you from DrVisor.com shall be deemed to alter this disclaimer of warranty, or to create any warranty.

16. Limitation of Liability

16.1 To the fullest extent permitted by applicable law, neither DrVisor.com nor any of its officers, directors, employees, affiliates, or other representatives will be liable for loss or damages arising out of or in connection with your use of any facilities, services, and Website Services offered or transactions entered into through or from the Website, including, for the avoidance of doubt, your transactions with clients or medical services facilitated through the Website. This includes, but is not limited to, direct, indirect, or consequential loss or damages, loss of data, loss of income, profit, or opportunity, loss of, or damage to, property, and claims of third parties, even if DrVisor.com has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.

16.2 In no event shall DrVisor.com nor any of its officers, directors, employees, affiliates, or other representatives be liable for any damages whatsoever resulting from the statements or conduct of any client or third party or the interruption, suspension, or termination of the Website Services, whether such interruption, suspension, or termination was justified or not, negligent or intentional, inadvertent or advertent.

16.3 Without limiting the foregoing, under no circumstances shall DrVisor.com nor any of its officers, directors, employees, affiliates, or other representatives be held liable for any delay or failure in the performance of the Website resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication 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, or non-performance of third parties.

16.4 Neither party may exclude liability for death, personal injury, or fraud caused by that party's negligence or that of its employees or authorised representatives.

17. Indemnity

17.1 You agree to defend, indemnify and keep indemnified, and hold DrVisor.com and, as applicable, its officers, directors, employees, clients, affiliates, or other representatives harmless against any and all claims, proceedings, actions, costs (including legal costs), charges, expenses, damages, liability, losses, and demands made by or liabilities to any third party resulting from any activities conducted under your account, your use or misuse of the Website. This includes, but is not limited to, posting content on the Website, entering into transactions with clients, the provision of Medical Services to clients, contacting others as a result of their postings on the Website, infringing any third party intellectual property or other rights, failing to deliver the Medical Services to clients, or other issues arising out of your breach or any breach of this Agreement.

18. Links to Third Party Websites

18.1 The Website contains links to third party websites. Your use of third party websites is subject to the terms and conditions of use contained within each of those websites. Access to any other website through the Website is at your own risk. DrVisor.com is not responsible or liable for the accuracy of any information, data, opinions, or statements made on third party websites or the security of any link or communication with those websites. DrVisor.com reserves the right to terminate a link to a third party website at any time. The fact that DrVisor.com provides a link to a third party website does not mean that DrVisor.com endorses, authorises, or sponsors that website, nor does it mean that DrVisor.com is affiliated with the third party website, or its owners or sponsors. DrVisor.com provides these links merely as a convenience for those who use the Website.

19. Availability

19.1 Although DrVisor.com endeavours to ensure the Website is available at all times, there may be occasions when access to the Website may be interrupted, e.g. to allow maintenance, upgrades, and emergency repairs to take place, or due to failure of telecommunications links and equipment that are beyond our control. You agree that DrVisor.com shall not be liable to you for any loss incurred by you resulting from the modification, suspension, or discontinuance of the Website.

19.2 You have sole responsibility for adequate protection and backup of any content and data you submit to the Website and for undertaking reasonable and appropriate precautions to scan for computer viruses or other destructive items.

20. Termination

20.1 DrVisor.com may terminate this Agreement forthwith if:

1.1. the Healthcare Provider commits a material breach of this Agreement and fails to remedy that breach (if capable of remedy) within thirty (30) days after receipt of written notice from DrVisor.com requiring its remedy. For the avoidance of doubt, failure on the part of the Healthcare Provider to provide the Medical Services with the skill, diligence, prudence, foresight, and judgment expected from a skilled and experienced person engaged in the same type of undertaking under similar circumstances, applying the standards generally applied at the relevant time in the medical profession, shall be considered a material breach of this Agreement;

1.2. the Healthcare Provider becomes bankrupt, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or enters into voluntary or compulsory liquidation (except for the purpose of bona fide reconstruction or amalgamation), or if a receiver or examiner is appointed over any of its assets, or if any similar insolvency event occurs in any jurisdiction;

1.3. the Healthcare Provider ceases, or threatens to cease, carrying on business;

1.4. DrVisor.com cannot verify or authenticate any information submitted to the Website;

1.5. the Healthcare Provider fails or refuses to pay any money due to DrVisor.com arising out of or in connection with any of the Website Services;

1.6. the Healthcare Provider commits any offence;

1.7. the Healthcare Provider causes to be published on the Website or sends via the Website any actual or potentially defamatory, offensive, racist, harmful or obscene language or material; or the Healthcare Provider ceases to be a member of a recognised body as described in clause 8.3.2 or their licence to provide Medical Services as described in clause 8.3.3 expires or is no longer valid.

20.2 If for any reason DrVisor.com suspends or discontinues the Website, or is unable to supply the Website Services, DrVisor.com is not liable to the Healthcare Provider or any third party for any suspension or termination of access to or use of the Website.

20.3 On termination or expiry of this Agreement howsoever caused and without prejudice to clause 7:

3.1. the Healthcare Provider's authorisation to use the Data will automatically cease. The Healthcare Provider undertakes immediately to cease using the same and to use reasonable endeavours either to return to DrVisor.com or the Client the Data and all copies of it or, if requested by the Client or DrVisor.com only, to delete, destroy or otherwise make permanently unusable the Data within the Healthcare Provider's control or possession;

3.2. within five (5) days of the date of termination or expiry, the Healthcare Provider shall return to the Client all copies of any documentation supplied by the Client to the Healthcare Provider unless notified in writing to the contrary by the Client;

3.3. within thirty (30) days of the date of termination or expiry, the Healthcare Provider shall certify to DrVisor.com in writing that it has fully complied with its obligations under this clause 20;

3.4. any accrued rights or obligations to which DrVisor.com may be entitled or be subject before such termination or expiry shall remain in full force and effect, and termination or expiry shall not affect or prejudice any right to damages or other remedy which DrVisor.com may have under this Agreement which existed at or before the date of termination or expiry.

20.4 DrVisor.com shall be entitled to terminate this Agreement for convenience at any time and without notice or penalty or charge. At any time, you can also terminate your account in your "Account" settings on the Website and DrVisor.com will remove all information about you from view by Clients. Once your membership terminates, you will have no right to use the Website Service. Our proprietary rights, disclaimer of warranties, indemnities, limitations of liability, and miscellaneous provisions shall survive any termination of your membership.

21. Modification and Termination of Services

DrVisor.com may modify or terminate any services offered through the Website from time to time, for any reason and without notice, and without liability to you, any other user, or any third party. DrVisor.com reserves the right to change the content, presentation, performance, user facilities, and/or availability of any part of the Website at its sole discretion, including this Agreement from time to time. You should check this Agreement for any changes each time you access the Website. Your continued use of the Website and/or clicking on the "I accept" button will signify your acceptance of any revised Agreement.

22. Jurisdiction and Governing Law

The Website is controlled and operated by DrVisor.com from the UK. DrVisor.com does not make any representation that the facilities, services, and/or materials offered through the Website are appropriate or suitable for use in countries other than the UK, or that they comply with any legal or regulatory requirements in any other countries. In accessing the Website, you do so at your own risk and on your own initiative, and are responsible for compliance with local laws, to the extent any local laws are applicable. If it is prohibited to make the Website, facilities, services, and/or materials offered through the Website or any part of them available in your country, or to you, whether by reason of nationality, residence, or otherwise, the Website, the facilities, services, and/or materials offered through the Website or any part of them are not directed at you.

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and you hereby agree for the benefit of DrVisor.com, without prejudice to the right of DrVisor.com to take proceedings in relation to this Agreement, to irrevocably submit to the jurisdiction of the courts of England and Wales.

The language of any dispute resolution procedure or any proceedings under this Agreement will be English.

23. Relationship of the Parties

Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership between the Healthcare Provider and DrVisor.com nor shall either party be deemed to be the agent of the other.

The Healthcare Provider shall have no right or authority to, and moreover shall not, commit any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation whether expressed or implied of any kind on behalf of DrVisor.com or bind DrVisor.com in any way.

24. Miscellaneous

Any waiver of any provision of this Agreement must be in writing and signed by DrVisor.com in order to be valid. Any waiver of any provision hereunder shall not operate as a waiver of any other provision or a continuing waiver of any provision in the future. Each of the provisions of this Agreement is separate and severable and enforceable accordingly, and if at any time any provision is judged by any court of competent jurisdiction to be void or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

This Agreement represents the entire understanding and agreement between the Healthcare Provider and DrVisor.com relating to the use of the Website, its facilities, and/or services and supersedes any and all prior statements, understandings, and agreements.

The Healthcare Provider shall not assign, transfer, or charge or purport to assign, transfer, or charge any of its rights under this Agreement.

You acknowledge that this Agreement supersedes and cancels all previous contracts, agreements, and working arrangements between us whether oral or written, express or implied. This Agreement prevails over any other terms or conditions contained in or referred to elsewhere or implied by trade custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted.

No relaxation, forbearance, delay, or indulgence by either you or us in enforcing any of this Agreement or the granting of time by either party to the other shall prejudice or restrict such rights and powers.

If for any reason DrVisor.com determines or a court of competent jurisdiction finds that any provision or portion of this Agreement is illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: 6.1. this Agreement will not be affected in other jurisdictions to the extent that such determination or finding has no application; and 6.2. in the relevant jurisdiction, the remainder of this Agreement (to the fullest extent permitted by law) will continue in full force and effect.

25. Notices

Any notice or other communications in relation to this Agreement may be given by sending the same by pre-paid post or e-mail to the latest address and contact that one party has notified in writing to the other. This will also be the address for service of legal proceedings in the manner prescribed by law. Such notices or communications (where properly addressed) shall be considered received: 1.1. if posted, 5 working days after the date of posting; 1.2. if sent by email, on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission provided that the sender has not received notification of unsuccessful transmission.