Platform-Physician Agreement

PLATFORM / COMPANY:

DOCIO HEALTH LTD, a private limited company incorporated in England and Wales (Company No. 17270960), whose registered office is at C/O Unit 4, Kinetica, 13 Ramsgate Street, London, United Kingdom, E8 2FD (Hereinafter referred to as the "Platform" or "Company".)

PHYSICIAN:

Any natural person who registers on the Platform as a medical practitioner, completes the onboarding process referred to in Article 2, and is accepted by the Platform to provide Medical Services through the App (Hereinafter referred to as the "Physician".)

The Platform and the Physician are each referred to individually as a "Party" and collectively as the "Parties".

1.1 This Agreement constitutes a legally binding agreement between the Platform and the Physician governing the Physician's use of the App to provide Medical Services to Patients.

1.2 By completing the registration process, ticking the corresponding acceptance box in the App, or otherwise accessing or using the App as a registered Physician, the Physician confirms that:

a) the Physician has read and understood this Agreement;

b) the Physician has the legal capacity to enter into a binding agreement; and

c) the Physician accepts this Agreement in full and agrees to comply with it.

1.3 If the Physician does not agree to this Agreement, the Physician must not register for, access, or use the App.

1.4 Amendments The Platform may update this Agreement from time to time. Where changes are material, the Platform will provide reasonable notice through the App or by email. The Physician's continued use of the App following such notice constitutes acceptance of the updated Agreement. If the Physician does not accept the updated Agreement, the Physician must stop using the App and may close their account by contacting the Platform at support@dociohealth.com, in which case the Parties shall discuss the orderly closure of the Physician's account. For the avoidance of doubt, the Platform may amend the Commission Rate in accordance with Article 7.9, the cancellation fee amounts in accordance with Article 7.12, and Schedule 1 (DSA) to reflect changes in applicable data protection law, in each case upon notice to the Physician in accordance with this Article 1.4.

1.5 This Agreement, together with its Schedules, is entered into as of the date on which the Physician accepts it in accordance with Article 1.2 (the "Effective Date").

In this Agreement, the following terms shall have the meanings set out below:

- "Account Data": Personal Data collected and processed by the Platform in its capacity as Data Controller, comprising the Physician's identity, contact, registration, and payment information, and Platform usage data. Account Data does not include Clinical Data.

- "Additional Procedure": any medical procedure or service delivered by the Physician during a Booking that was not included in the original Booking.

- "Agreement": this Platform-Physician Agreement, together with any schedules and annexes attached hereto, as amended from time to time in accordance with Article 1.4.

- "App": the mobile application and any associated web interface operated by the Platform through which Patients are matched with Physicians and through which all Bookings and Additional Procedures are recorded.

- "Booking": a confirmed appointment between a Patient and a Physician, generated through the matching process on the App.

- "Clinical Data": data generated in the course of a Booking that relates to the Patient's health, including presenting symptoms, the treatment proposal built by the Physician, the medical report completed by the Physician, diagnoses, treatments, and prescriptions. Clinical Data is processed and controlled by the Platform as set out in Article 8; the Physician's role in relation to Clinical Data is to build the treatment proposal and complete the medical report within the App.

- "Commission": the percentage of the Service Fee retained by the Platform, as specified in Article 7.1.

- "Data Protection Legislation": all applicable data protection and privacy legislation in force from time to time in the United Kingdom, including the UK General Data Protection Regulation as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018, in each case as amended, re-enacted, or replaced from time to time.

- "Data Sharing Agreement" or "DSA": the data governance terms set out in Article 8 and Schedule 1, regulating the exchange of Personal Data between the Platform and the Physician.

- "Medical Services": the on-demand medical services offered by the Physician to Patients through Offers published on the Platform.

- "Offer": the Physician's proposed service, comprising the treatment item(s) selected by the Physician from the Service Price List and availability, published on the Platform.

- "Patient": a user of the App who seeks on-demand medical care through the Platform.

- "Personal Data": any information relating to an identified or identifiable natural person as defined in the Data Protection Legislation, including Special Category Data.

- "Physician Net Payment": the Service Fee less the Commission and any applicable charges, paid to the Physician following completion of a Booking, in accordance with Article 7.

- "Profile": the Physician's account and publicly visible listing on the App, including qualifications, services offered, and availability.

- "Service Fee": the total amount charged to the Patient for a Booking, including any fees for Additional Procedures.

- "Service Price List": the catalogue of treatment items and corresponding prices made available and controlled by the Platform, from which the Physician selects the item(s) comprising an Offer or an Additional Procedure.

- "Special Category Data": personal data revealing health information as defined in the Data Protection Legislation.

3.1 To use the Platform, the Physician must complete the registration process through the App and submit all information and documentation required by the Platform, including proof of medical qualifications, current registration with the relevant medical regulatory authority, and professional indemnity insurance details.

3.2 The Platform reserves the absolute right, at its sole and unfettered discretion, to accept or reject any application for registration, without being required to give reasons for any rejection. Submission of an application creates no right or legitimate expectation of acceptance.

3.3 Upon acceptance, the Platform will create a Profile for the Physician. The Physician is responsible for ensuring that all information in their Profile is accurate, complete, and kept up to date at all times.

3.4 The Platform may, at any time, suspend or permanently deactivate the Physician's account if:

a) the Physician no longer meets the eligibility criteria set out in Article 10;

b) the Platform has reasonable grounds to suspect a breach of this Agreement;

c) required by applicable law or a regulatory authority; or

d) the Platform determines, in its sole discretion, that suspension or deactivation is necessary to protect Patients, third parties, or the integrity of the Platform.

Where the Platform suspends or deactivates the Physician's account under this Article 3.4, it shall, at or before the time the suspension or deactivation takes effect, provide the Physician with a statement of the reasons for that decision on a durable medium, unless and to the extent that providing such a statement is prohibited by law or by a regulatory authority, or would compromise an ongoing investigation.

3.5 During any period of suspension, the Physician shall not be able to accept new Bookings. The Platform shall not be liable to the Physician for any loss of income or business arising from a suspension or deactivation carried out in accordance with this Article.

4.1 The Physician shall publish Offers through the App by selecting one or more treatment items from the Service Price List and building a total treatment plan from the items selected. The Service Price List, including the individual price of each treatment item, is provided and controlled by the Platform. The Physician does not set the price of individual treatment items; the Physician's role is limited to selecting the relevant items from the Service Price List to compose the treatment plan offered to the Patient.

4.2 The Physician has absolute clinical autonomy in determining the scope, method, and content of the Medical Services they provide. Nothing in this Agreement, and no feature of the App, constitutes a clinical instruction to the Physician.

4.3 Treatment items must be selected and displayed in the App in accordance with the Platform's formatting and currency requirements. The Platform may amend the Service Price List, including the prices of individual treatment items, from time to time; the Physician shall use the Service Price List as updated and in force at the time an Offer or Additional Procedure is recorded.

4.4 The Physician acknowledges that the Platform provides a technology intermediary service only and does not itself provide Medical Services. Nothing in this Agreement constitutes the Platform as a medical provider or as the Physician's employer.

5.1 When a Patient selects a Physician through the App and requests a Booking, the App will initiate an automated matching process. The Physician will receive a notification of the Booking request and must confirm or decline it within the time period specified within the App.

5.2 Upon confirmation of a Booking by the Physician, the App will authorise a hold ("pre-authorisation") on the Patient's registered payment card for the applicable Service Fee. This hold does not constitute a charge; the amount will only be captured upon completion of the Booking in accordance with Article 6.

5.3 The Physician shall attend the Patient at the location specified in the Booking at the agreed time. The Physician is responsible for their own transportation and punctuality.

5.4 If the Physician is unable to fulfil a confirmed Booking, they must cancel through the App as soon as practicable. Repeated or unexplained cancellations may result in suspension of the Physician's account under Article 3.4.

5.5 The Platform does not guarantee any minimum number of Bookings or any level of earnings to the Physician.

6.1 Financial Security and Insurance Requirement

The Physician shall record all Additional Procedures exclusively through the App's designated function. This requirement exists for the following reasons, which the Physician expressly acknowledges:

a) Payment security: recording Additional Procedures through the App is the mechanism by which the Patient's pre-authorised card hold is extended to cover the additional amount, ensuring the Physician receives payment for all services rendered;

b) Insurance indemnity trigger: the Platform's booking confirmation and transaction record constitutes the audit trail required by the Physician's professional indemnity insurer. Recording through the App ensures that the full scope of services is documented within the insured transaction;

c) Patient information and dispute route: the Patient reviews and accepts the Service Fee for the initial treatment proposal before it is captured. Adjustments to the treatment plan and corresponding charges may be recorded by the Physician, in the Physician's clinical discretion, following the Physician's attendance on the Patient, without requiring the Patient's further authorisation before the additional amount is captured. The Patient may dispute any Additional Procedure or associated charge after the fact by contacting the Platform at support@dociohealth.com or via the support ticket function in the App, and any such dispute shall be handled in accordance with Article 7.6.

This clause governs the Physician's financial and administrative obligations only. It does not constitute a clinical instruction and does not affect the Physician's absolute clinical autonomy under Article 4.2.

6.2 Prohibition on Off-Platform Arrangements

The Physician shall not:

a) agree, offer, or accept payment for any Additional Procedure outside of the App;

b) invoice or charge a Patient directly for any service arising from a Booking; or

c) arrange for a Patient to pay for any Additional Procedure by any means other than through the payment mechanism provided by the App.

6.3 Platform Bypass - Material Breach

Any failure to record an Additional Procedure through the App as required by Article 6.1, or any conduct described in Article 6.2, shall constitute:

a) an unlawful bypass of the Platform (a "Platform Bypass"); and

b) a material breach of this Agreement,

entitling the Platform to immediately suspend the Physician's account and to terminate this Agreement without notice pursuant to Article 13.3(b), and to seek damages, including recovery of any Commission lost as a result of the Platform Bypass.

6.4 Physician Acknowledgement

The Physician expressly acknowledges that the in-app recording requirement in Article 6.1 is a financial and administrative condition of using the Platform, that it serves the Physician's own interests by securing payment and insurance coverage, and that non-compliance constitutes a material breach of this Agreement.

6.5 Non-Solicitation of Patients

During the term of this Agreement and for a period of twelve (12) months following the last Booking completed with the relevant Patient, the Physician shall not, directly or indirectly, solicit, offer, or provide medical services outside the Platform to any Patient first introduced to the Physician through the Platform, except where the Patient independently engages the Physician through channels wholly unconnected with the Platform. Any breach of this Article 6.5 shall be treated as a Platform Bypass under Article 6.3, entitling the Platform to recover, as a genuine pre-estimate of its loss, the Commission that would have been payable had the relevant services been booked through the Platform. This Article 6.5 shall survive termination of this Agreement.

7.1 The Platform shall retain a commission of 30% (the "Commission Rate") of the gross Service Fee for each completed Booking, including any Additional Procedures recorded in accordance with Article 6. The remaining balance constitutes the Physician Net Payment. All Service Fees and commission amounts are inclusive of any applicable taxes (including VAT or GST) as required by the law of the territory in which the service is provided. The Physician is solely responsible for determining and accounting for any taxes applicable to the Physician Net Payment in the relevant jurisdiction. For the avoidance of doubt, the Commission Rate applies equally to cancellation fees (including No-Show fees under Article 7.10). The Physician Net Payment in respect of a cancellation fee is the gross cancellation fee amount less the applicable Commission.

7.2 Upon completion of a Booking, the pre-authorised hold on the Patient's payment card shall be captured by the Platform's payment processor for the full Service Fee. The Platform shall receive the full Service Fee and shall pay the Physician Net Payment to the Physician by bank transfer in accordance with Article 7.3.

7.3 Invoicing and Bank Transfer The Platform shall pay the Physician Net Payment due in respect of completed Bookings by bank transfer to the bank account nominated by the Physician, on a periodic basis notified by the Platform through the App. As a condition of receiving payment, the Physician shall submit an invoice to the Platform for each payment period, addressed to the Platform and covering the Physician Net Payment due for that period, by e-mail to billing@dociohealth.com. Where the Physician is registered for e-Fatura (or an equivalent electronic invoicing system applicable in the Physician's territory), the invoice should be issued and submitted via that system; otherwise a conventional invoice or receipt sent to billing@dociohealth.com will be accepted. The Platform may withhold payment of a Physician Net Payment until a valid invoice has been received.

7.4 The Physician is responsible for providing and maintaining accurate bank account details for the purpose of receiving payments under this Article 7. The Platform shall not be liable for any delay in payment caused by the Physician's failure to provide accurate bank account details or a valid invoice in accordance with Article 7.3.

7.5 Payment timing is subject to the Platform's standard payment cycle as notified through the App and to the Physician's timely submission of a valid invoice under Article 7.3; the Platform gives no warranty as to the exact date on which funds will reach the Physician's bank account, which may also depend on processing times outside the Platform's control.

7.6 The Platform reserves the right to withhold payment of, or to deduct and set off against a future Physician Net Payment, any amount where:

a) a Booking is disputed by the Patient and such dispute has not been resolved;

b) there are reasonable grounds to suspect fraudulent activity or a Platform Bypass; or

c) required by law or a regulatory authority.

Where any amount has been paid to the Physician in error, or relates to a Booking that is the subject of an unresolved dispute, the Physician shall repay that amount to the Platform on first written demand. Where such an amount cannot be withheld from a payment not yet made, the Platform may deduct and set off the amount against the Physician's next Physician Net Payment(s) until recovered in full. Without prejudice to the Platform's right to deduct and set off under this Article 7.6, the Physician shall, upon the Platform's first written demand, repay any such amount immediately and in full, regardless of whether any future Physician Net Payment is or will be available for set-off. This obligation survives termination of this Agreement and closure of the Physician's account.

7.7 The Platform acts as a limited payment collection agent on behalf of the Physician for the purpose of collecting the Service Fee from the Patient. The Platform is not the seller of the Medical Services. The medical service contract is formed directly between the Physician and the Patient. The Platform's collection of the Service Fee does not alter the Physician's status as the service provider or the Platform's status as an intermediary.

7.8 Tax Invoicing The Physician is responsible for issuing any tax invoice or receipt to the Patient that may be required under applicable local law, as well as the invoice to the Platform referred to in Article 7.3. The Platform will issue a separate platform service invoice to the Patient in respect of the Commission only.

7.9 The Platform reserves the right to amend the Commission Rate on not less than fifteen (15) days' written notice to the Physician (including notice given through the App). The revised Commission Rate shall apply only to Bookings accepted by the Physician after the revised rate takes effect; Bookings accepted before that time remain subject to the Commission Rate in force when they were accepted. Continued use of the App following the expiry of the notice period constitutes acceptance of the revised Commission Rate.

7.10 Chargebacks and Payment Reversals If a Patient or a card issuer initiates a chargeback, payment reversal, or similar repayment demand in respect of a Booking for which a Physician Net Payment has been or is to be disbursed, the amount of the chargeback or reversal, together with any associated processing fees and charges levied by the Platform's payment processor or the card scheme, shall be borne by the Physician. The Platform may deduct such amounts from future Physician Net Payments; to the extent that future Physician Net Payments are insufficient, or no future Physician Net Payment is or will be available for set-off, the Physician shall repay the outstanding balance to the Platform immediately and in full upon the Platform's first written demand, regardless of whether any future Physician Net Payment is available for set-off. This Article 7.10, and the Physician's repayment obligation under it, shall survive termination of this Agreement and closure of the Physician's account.

7.11 Currency and Conversion Costs All Service Fees, Commission amounts, and cancellation fees under this Agreement are denominated in euros (EUR). Any currency conversion costs, exchange rate fluctuations, and any fees charged by the Physician's bank or any other payment intermediary in connection with the conversion or transfer of the Physician Net Payment shall be borne solely by the Physician.

7.12 Cancellation Fees Where a Patient cancels a confirmed Booking more than five (5) minutes after the Physician has set off to the Patient's location, a cancellation fee of EUR 20 may apply. Where a Patient declines to receive the service after the Physician has arrived at the Patient's location, or fails to attend or to provide the Physician with access at the confirmed service location (a "No-Show"), a cancellation fee of EUR 100 may apply. Cancellation fees are collected from the Patient's pre-authorised payment card and disbursed to the Physician as a Physician Net Payment, by bank transfer against invoice in accordance with Article 7.3, after deduction of the Commission at the standard Commission Rate applicable to completed Bookings. The Platform may amend the amounts of the cancellation fees on not less than fifteen (15) days' written notice to the Physician in the same manner as the Commission Rate under Article 7.9.

8.1 Data Controller and the Physician's Role

The Platform is the Data Controller of Account Data and of Clinical Data, as those terms are defined in Article 2. All Clinical Data generated in connection with a Booking flows through, and is recorded on, the Platform's infrastructure. The Physician's role in respect of Clinical Data is to build the treatment proposal and to complete the medical report within the App; in performing that role the Physician processes Clinical Data on behalf of, and subject to the instructions of, the Platform, and shall handle such data directly and responsibly in accordance with this Article 8 and Schedule 1.

8.2 Platform's Data Processing

The Platform records and stores Clinical Data, including the Patient's full name, age, registered symptoms, appointment data, and the medical report, as generated through the App in the course of a Booking. The Platform retains this information for the purposes of operating the App, including generating a transaction record (service category, date, time, fee) and the further purposes described in Article 8.3.

8.3 Use of Data for Platform Improvement

In addition to the purposes described in Article 8.2, the Platform uses Clinical Data, in anonymised form, for the purposes of (a) training the Platform's artificial intelligence and analytics systems, and (b) monitoring trends in Physicians' use of the Service Price List, including to help identify patterns in which a Physician may be under-offering or over-charging Patients relative to the Service Price List. The Physician acknowledges and consents to this use of Clinical Data.

8.4 Data Sharing Agreement

The terms set out in Schedule 1 to this Agreement constitute the Data Sharing Agreement between the Parties. Schedule 1 governs the specific circumstances in which Account Data and Clinical Data are exchanged between the Parties.

8.5 Physician's Obligations

The Physician shall, in performing their role in relation to Clinical Data under Article 8.1:

a) comply with all applicable Data Protection Legislation in respect of Clinical Data handled by the Physician;

b) implement appropriate technical and organisational measures to protect Clinical Data against unauthorised access, loss, or disclosure while it is within the Physician's possession or control (for example, on the Physician's own device prior to entry into the App);

c) not retain identifiable Patient data outside the App beyond the period strictly required to complete the treatment proposal and medical report, and securely delete or anonymise any such data thereafter;

d) notify the Platform within 24 hours of becoming aware of any data breach that involves Patient data processed in connection with a Booking;

e) provide the Platform with reasonable assistance in responding to data subject rights requests from Patients in respect of Clinical Data, within applicable statutory timeframes; and

f) not transfer Clinical Data outside the United Kingdom without ensuring appropriate safeguards are in place under applicable data protection law.

g) not disclose Clinical Data to any third party without the Platform's and, where required, the Patient's prior consent, except where such disclosure is strictly required by applicable law or a mandatory professional or regulatory obligation; any disclosure made in breach of this provision shall be the sole responsibility of the Physician, and the Platform shall bear no liability therefor.

8.6 Shared Obligations

Both Parties acknowledge that Patients are the data subjects and that cooperation between the Parties may be necessary to respond to regulatory inquiries or data subject rights requests. Each Party shall provide reasonable assistance to the other for this purpose.

8.7 Indemnity

Each Party shall indemnify the other against all fines, penalties, claims, liabilities, costs, and expenses arising from that Party's breach of its obligations under this Article 8 or Schedule 1.

9.1 All intellectual property rights in the App, the Platform's technology, branding, algorithms, software, databases, and any content or materials created by the Platform are and shall remain the exclusive property of the Platform. Nothing in this Agreement grants the Physician any right, title, or interest in any of the Platform's intellectual property.

9.2 The Platform grants the Physician a limited, non-exclusive, non-transferable, revocable licence to use the App solely for the purpose of providing Medical Services in accordance with this Agreement. This licence terminates automatically upon expiry or termination of this Agreement.

9.3 The Physician shall not:

a) copy, modify, adapt, translate, disassemble, decompile, or reverse-engineer any part of the App;

b) use the Platform's trademarks, trade names, or branding without the Platform's prior written consent; or

c) create derivative works based on the App or any Platform content.

9.4 Any feedback, suggestions, or ideas provided by the Physician to the Platform in connection with the App or the Platform's services may be used by the Platform without restriction and without any obligation to compensate the Physician.

10.1 Each Party agrees to keep confidential and not to disclose to any third party any Confidential Information of the other Party, without the other Party's prior written consent. "Confidential Information" means all non-public information of a commercial, technical, financial, or operational nature relating to the other Party's business, patients, systems, pricing, or strategies, whether disclosed before or after the Effective Date and whether or not marked as confidential.

10.2 The obligations in Article 10.1 do not apply to information that:

a) is or becomes publicly available through no fault of the receiving Party;

b) was already known to the receiving Party prior to disclosure;

c) is independently developed by the receiving Party without reference to the Confidential Information; or

d) is required to be disclosed by law, a court of competent jurisdiction, or a regulatory authority, provided that the disclosing Party gives the other Party as much prior written notice as is reasonably practicable.

10.3 The confidentiality obligations under this Article shall survive termination of this Agreement for a period of five (5) years.

10.4 The Physician shall not disclose the terms of this Agreement to any third party (other than the Physician's professional advisers on a confidential basis) without the Platform's prior written consent.

11.1 The Physician represents, warrants, and undertakes to the Platform on the Effective Date and throughout the term of this Agreement that:

a) the Physician holds a valid, current, and unrestricted licence to practise medicine issued by the competent medical regulatory authority of the territory or territories in which the Physician intends to provide Medical Services. In the United Kingdom, this means current registration with the General Medical Council ("GMC"). Where the Physician provides services in other jurisdictions, the Physician warrants that they hold the equivalent local authorisation required by the applicable local law;

b) the Physician is not subject to any restriction, condition, undertaking, or suspension imposed by the GMC or any other regulatory authority or any equivalent competent authority in any territory in which the Physician operates that would limit their ability to provide the Medical Services;

c) the Physician holds valid medical malpractice insurance specifically covering private, on-demand domiciliary medical services in each territory in which the Physician provides Medical Services, in amounts adequate for the nature and volume of the Physician's practice and, in any event, not less than such minimum amounts as the Platform may specify and notify to the Physician from time to time ("Required Insurance"). The Physician acknowledges that standard professional indemnity insurance may not provide adequate coverage for domiciliary on-demand services and expressly warrants that the Required Insurance covers this specific type of practice. Proof of Required Insurance is a condition precedent to registration on the Platform and must be maintained throughout the term of this Agreement;

d) the Physician will provide Medical Services with reasonable skill, care, and diligence, and in accordance with applicable professional standards and guidelines;

e) all information provided to the Platform in connection with registration and the Physician's Profile is true, accurate, and not misleading;

f) the Physician is lawfully entitled to provide the Medical Services in each territory in which they operate, including compliance with all applicable local licensing, registration, and right-to-practice requirements; and

g) the Physician is not and shall not become a party to any arrangement that would constitute a conflict of interest in relation to the Platform without the Platform's prior written consent.

11.2 The Physician undertakes to promptly notify the Platform in writing if any of the representations or warranties in Article 11.1 ceases to be true or accurate at any time during the term of this Agreement.

11.3 The Physician shall, at least once in every twelve (12) month period and additionally upon the Platform's reasonable request, provide the Platform with current proof of the Required Insurance and of their registration and licence with the relevant medical regulatory authority. If the Physician fails to provide such proof within fourteen (14) days of a written request, the Platform may suspend the Physician's account under Article 3.4 until satisfactory proof is provided.

11.4 The Platform's verification of the Physician's credentials at onboarding is conducted on a reasonable endeavours basis and does not constitute a warranty by the Platform that the Physician's credentials are valid, sufficient, or current. The Physician remains solely responsible for maintaining all required licences and insurance at all times.

11.5 The Physician acknowledges that medical licensing, prescribing rights, and the legal scope of medical practice are governed by the local laws of the territory in which the service is physically provided. The Physician shall comply with all such local requirements regardless of where the Physician is registered or where this Agreement was entered into. The Platform makes no representation as to the legality of providing specific Medical Services in any particular territory.

11.6 The Physician shall provide a substantive response to any Patient complaint forwarded to the Physician by the Platform within fourteen (14) days of receipt, and shall provide the Platform with reasonable cooperation and assistance in connection with any inquiry, investigation, or request made by a regulatory authority in relation to the Medical Services or the Platform's services.

12.1 Platform's Limitation of Liability

To the maximum extent permitted by applicable law:

a) the Platform's total aggregate liability to the Physician under or in connection with this Agreement, including any liability under Article 8.7, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Commission earned by the Platform from the Physician's Bookings in the three (3) months immediately preceding the event giving rise to the claim;

b) the Platform shall not be liable for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of data, or any indirect or consequential loss, however arising.

Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded or limited under the law of England and Wales.

12.2 No Warranty

The Platform provides the App and the matching service on an "as is" and "as available" basis. The Platform makes no warranty that the App will be uninterrupted, error-free, or free from viruses or other harmful components, or that any particular number of Bookings will be generated for the Physician.

12.3 Physician's Indemnity

The Physician shall indemnify, defend, and hold harmless the Platform and its directors, officers, employees, and agents (each, an "Indemnified Party") from and against all claims, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

a) any act, omission, error, or negligence of the Physician in the provision of Medical Services;

b) any breach by the Physician of this Agreement, including but not limited to any Platform Bypass under Article 6.3;

c) any claim by a Patient arising from the Medical Services provided by the Physician;

d) the Physician's failure to hold or maintain the Required Insurance; or

e) any breach by the Physician of applicable law, professional regulations, or data protection obligations.

12.4 Independent Medical Responsibility

The Physician is solely and exclusively responsible for all clinical decisions, diagnoses, treatments, prescriptions, and advice given to Patients. The Platform has no control over and accepts no responsibility for the Physician's clinical practice.

12.5 Patient Conduct and Physician Safety

The Platform does not warrant, represent, or guarantee the conduct, character, intentions, or fitness of any Patient using the App. The Platform accepts no responsibility for any physical, psychological, financial, or other harm suffered by the Physician as a result of the conduct or actions of a Patient during or in connection with a Booking. The Physician acknowledges that providing domiciliary on-demand medical services involves attendance at Patients' private or unfamiliar locations and carries inherent personal safety risks. The Physician voluntarily assumes those risks and is solely responsible for their own personal safety, including implementing such precautions as they consider appropriate. The Platform's verification of Patients is conducted on a reasonable endeavours basis and does not constitute a warranty that any Patient is safe, trustworthy, or suitable. The Physician shall not hold the Platform liable for any harm arising from a Patient's conduct, whether or not such conduct could have been identified through a more rigorous verification process. Where the Physician becomes aware of any threatening, abusive, or unlawful conduct by a Patient, the Physician shall report this to the Platform as soon as practicable. The Platform may, following such a report, take reasonable steps including suspending or removing the relevant Patient's account.

13.1 This Agreement shall commence on the Effective Date and shall continue for an indefinite period unless terminated in accordance with this Article.

13.2 Termination by Either Party (Convenience)

Either Party may terminate this Agreement for any reason upon giving not less than thirty (30) days' written notice to the other Party. The Physician may give such notice, or close their account, by contacting the Platform at support@dociohealth.com or through the account settings in the App.

13.3 Immediate Termination by the Platform

The Platform may terminate this Agreement immediately by written notice to the Physician, without any liability to the Physician, if:

a) the Physician commits a material breach of this Agreement that is incapable of remedy, or that is capable of remedy and the Physician fails to remedy it within 7 days of receiving written notice requiring them to do so;

b) the Physician commits a Platform Bypass as described in Article 6.3;

c) the Physician's medical licence, registration with the relevant regulatory authority, or Required Insurance lapses, is suspended, or is revoked;

d) the Physician is the subject of any investigation, disciplinary proceeding, or regulatory action by the GMC or any equivalent authority that the Platform reasonably considers may affect the safety of Patients or the reputation of the Platform;

e) the Physician becomes insolvent, is declared bankrupt, or enters into any composition or arrangement with creditors; or

f) continued operation of the Physician's account would, in the Platform's reasonable opinion, expose the Platform, Patients, or third parties to legal, regulatory, or reputational risk.

Immediate termination under this Article 13.3 is available only on the grounds listed above; in all other cases the Platform shall terminate under Article 13.2 on not less than thirty (30) days' written notice. Any termination notice given by the Platform shall include a statement of the grounds relied on, unless and to the extent that providing such a statement is prohibited by law or by a regulatory authority, or would compromise an ongoing investigation.

13.4 Consequences of Termination

Upon termination of this Agreement for any reason:

a) the Physician's access to the App and their Profile will be deactivated;

b) any Bookings already confirmed at the date of termination shall be completed unless the Platform directs otherwise;

c) the Platform shall pay the Physician all Physician Net Payments accrued and due in respect of completed Bookings prior to termination, subject to receipt of a valid invoice in accordance with Article 7.3 and to any right of set-off or withholding under Article 7.6;

d) the Physician shall immediately cease using the Platform's trademarks and any other Platform intellectual property; and

e) the obligations under Articles 6.5 (Non-Solicitation), 7.10 (Chargebacks and Payment Reversals), 8 (Data Governance and Privacy), 10 (Confidentiality), 11 (Representations and Warranties), 12.3 (Indemnification), and 14 (Governing Law) shall survive termination.

13.5 Account Suspension

Without prejudice to the right to terminate, the Platform may at any time suspend the Physician's account for the reasons set out in Article 3.4. Suspension does not constitute termination.

14.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

15.1 Entire Agreement

This Agreement, together with its Schedules, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements, representations, and understandings between the Parties relating to that subject matter. Each Party acknowledges that it has not relied on any representation or warranty other than those expressly set out in this Agreement.

15.2 Severability

If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

15.3 No Waiver

A failure or delay by a Party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. No waiver shall be effective unless made in writing.

15.4 Independent Contractor

The Physician is an independent contractor and nothing in this Agreement creates or is intended to create a relationship of employer and employee, partnership, joint venture, or agency between the Platform and the Physician. The Physician has no authority to bind the Platform in any manner.

15.5 No Assignment

The Physician may not assign, transfer, or sub-contract any of their rights or obligations under this Agreement without the Platform's prior written consent. The Platform may assign this Agreement to any affiliate or successor entity without the Physician's consent, provided that the Physician is notified in writing.

15.6 Notices

All formal notices from the Physician to the Platform under this Agreement must be sent by e-mail to support@dociohealth.com. Notices from the Platform to the Physician will be sent through the App or to the e-mail address registered on the Physician's account. Notices sent by e-mail or through the App shall be deemed received at the time of transmission, provided no delivery failure notification is received. A copy of this Agreement, as in force from time to time, will be provided to the Physician upon request to support@dociohealth.com.

15.7 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, war, government action, or failure of telecommunications infrastructure. The affected Party shall notify the other Party as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effects of the force majeure event. If a force majeure event continues for more than 30 days, either Party may terminate this Agreement on written notice without liability, save that the Platform shall pay the Physician for Bookings completed prior to the termination date.

15.8 Third Party Rights

A person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except that an Indemnified Party (as defined in Article 12.3) who is not a Party may enforce the indemnity in Article 12.3.

Between:

(1) DOCIO HEALTH LTD as Data Controller ("Platform"); and

(2) the Physician.

S1.1 Purpose

This Data Sharing Agreement ("DSA") governs the exchange of Personal Data between the Platform and the Physician in connection with the provision of Medical Services through the App.

S1.2 Data shared by Platform to Physician

Upon a confirmed Booking, the Platform will share with the Physician the following data necessary for the Physician to attend the Patient and to provide the Medical Services: the Patient's first name, full name, age, confirmed service location, the service(s) requested, the symptoms entered by the Patient in the App, and, where available, a photograph of the Patient, to enable the Physician to identify the Patient and assist with diagnosis. The Platform will not share the Patient's contact details or payment information with the Physician without the Patient's consent, except as required by law.

S1.3 Data shared by Physician to Platform

In the course of a Booking, the Physician will share with the Platform, through the App: the treatment item(s) selected from the Service Price List in respect of any Additional Procedure, and a summary of the treatment provided, recorded by completing the medical report form within the App. The Physician is not required to assign a separate service category code to an Additional Procedure or to render the treatment summary non-identifiable; the medical report form completed by the Physician within the App satisfies this Article S1.3.

S1.4 Platform as controller

The Platform is responsible for establishing an independent lawful basis under applicable data protection law for the Personal Data it processes under this DSA. The Physician processes Clinical Data on behalf of, and subject to the instructions of, the Platform, in accordance with Article 8.1.

S1.5 Patient data subject rights

Where a Patient exercises a data subject right (such as a subject access request), the Platform is primarily responsible for responding, and the Physician shall provide the Platform with reasonable cooperation to enable a complete response, including in respect of any Clinical Data recorded by the Physician.

S1.6 Security

Each Party shall implement appropriate technical and organisational measures to protect any data shared under this DSA from unauthorised access, disclosure, or loss.

S1.7 Breach notification

Each Party shall notify the other within 24 hours of becoming aware of any data breach involving Patient data shared under this DSA.

S1.8 Termination

Upon termination of the Agreement, the Physician shall retain only the Personal Data the Physician is legally required to retain and shall securely delete or anonymise all other data received from the Platform under this DSA.

S1.9 Liability

Article 8.7 of the Agreement applies in full to any breach of this DSA.

End of Schedule 1

This Agreement consists of 15 Articles and Schedule 1 (Data Sharing Agreement).