GENERAL TERMS AND CONDITIONS FOR PARTNERS

1. DEFINITIONS

- "Consultation": Any discussion with a healthcare professional aimed, among other things, at identifying the cause of the User’s issue, clarifying the User’s health condition, confirming or ruling out the existence of a disease based on examinations and procedures used by the Partner.

- "Database": The data of Partners available on the Website, their contact details, and other information. The User's name, phone number, and other information requested by the Partner.

- "Data Controller": The Service Provider, who independently determines the purpose and means of processing personal data.

- "Data Controller": The Service Provider, who independently determines the purpose and means of processing personal data.

- "Procedure": Any treatment that does not constitute a Consultation (e.g., MRI, ultrasound, laboratory tests).

- "Parties": Collectively refers to the Partner and the Service Provider.

- "Partner": A partner of the Service Provider who is either an individual or a company providing medical services or an individual or legal entity authorized to provide non-medical services.

- "Professional": The individual who actually provides the Treatment.

- "Partner Account": A password-protected dedicated interface on the Website where the Partner can publish appointment data through the Service Provider, view the General Terms and Conditions, track/modify/cancel the status of their appointments, view User ratings for completed appointments, access appointment details, User information, and make modifications to data as permitted by the Website.

- "Processing": Any operation or set of operations performed on personal data or sets of personal data collected from Users and Partners through automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

- "Recipient": A natural or legal person, including the Partner, to whom/whose personal data is communicated in the course of the Service.

- "User Service": The service provided to the User by the Service Provider. The Service Provider acts as an intermediary: its system receives, processes, and transmits Users' appointments to the Partners.

- "Service Provider": ROMED PARTNERS S.R.L. (registered office: Bucharest, Bulevardul Unirii, no. 61, Bl. F3, Staircase 4, 2nd Floor, Apartment 208, Sector 3; registration number: J40/7915/2024, email: info@prodoctor.ro).

- "Treatment Details": Information provided by the Partner regarding a Treatment, including details about doctors, their schedules, available appointments, locations, pricing, and Treatment descriptions.

- "Visit": The Treatment for which the User has attended.

- "User": The person who books an appointment with a Partner of the Service Provider through the Website, either for themselves or for a third party.

- "Website": The website https://prodoctor.ro (or, at the discretion of the Service Provider, another URL address, with prior notice to the User and the Partner).

2. CONTENT OF SERVICES

The Service Provider offers the following services to the Partner:

• 2.1. The Service Provider shall provide the Services to the Partner continuously from the Start Date.
• 2.2. The Service Provider shall grant the Partner access to the Website through a Partner Account starting from the Start Date. To use the Services, the Partner must register in the Service Provider’s system.
• 2.3. The Partner is obligated to update any changes to its data in the Database within 3 (three) working days from the modification by using the Partner registration interface provided. The Partner is responsible for any failure to communicate data or for any modifications made in the Partner Account by themselves.
• 2.4. Through the Website, the Service Provider only provides an interface for an internet user through which the Partner can advertise its services and keep updated the details regarding Treatments that can be booked by Users of the Website. The Service Provider has no direct contact with the User, and the User Services are free of charge.
• 2.5. The Partner is obliged to accept bookings mediated by the Service Provider under the Contract while complying with the Terms and Conditions (available appointments and Treatment details) specified in advance.
• 2.6. If a User makes a booking on the Website, they enter into a contractual relationship with the Partner. The Service Provider acts solely as an intermediary between the User and the Partner, and the rights and obligations related to the provision of Services shall be governed exclusively by the contract/terms and conditions applicable between the Partner and the User.
• 2.7. The Treatment Details provided on the Website are based on data supplied by the Partner. At all times, Partners are responsible for the accuracy, completeness, and truthfulness of the Treatment Details (including prices and availability) displayed on the Website. Consequently, Partners have the right, at their own risk, to upload and update prices, availability, and other information regarding Treatment Details displayed on the Website, for which the Service Provider is not responsible. The Partner agrees not to charge higher prices for bookings made through the Service Provider than the rates charged at their clinic or published on their own website.
• 2.8. The Service Provider does not verify the Partner’s medical professionals in public registers. By registering, the Partner assumes responsibility for their authorization to perform the Treatment. The Service Provider does not check or guarantee that the information provided by the Partner is accurate, complete, or entirely truthful.
• 2.9. The Website is not intended to be, nor should it be interpreted as, a recommendation or endorsement of any listed Partner (in terms of quality, service level, or ranking).
• 2.10. It is the sole responsibility of the Partner to ensure that their (medical) activities comply with applicable laws.
• 2.11. The Service Provider is absolved of any liability regarding the performance of the Treatment, the Treatment itself, failure to perform the Treatment, technical or payment-related issues concerning the Services, or any issues related to documents generated by the Partner and displayed on the Website.

3. BOOKING POLICY, TREATMENT PERFORMANCE

• 3.1. By booking an appointment, the User's data will be transmitted to the Partner, who has the right to establish the contractual terms and conditions of the Treatment targeted by the appointment (including provisions regarding the conditions of providing the Treatment, cancellation, remuneration, and data management).
• 3.2. The Service Provider accepts bookings on behalf of the Partners using the schedules provided by the Partners. The Service Provider is not responsible for situations caused by overbooking or other incorrect information that leads to the failure of the Treatment.
• 3.3. The Partner is obligated to inform the Service Provider if they cease providing any Treatment.
• 3.4. If the Partner changes the price of any Treatment, they must inform the Service Provider at least 1 (one) calendar day before implementing such changes.
• 3.5 The Partner undertakes not to charge higher prices for bookings made through the Service Provider than those published at its clinic or on its website.
• 3.6. The Service Provider has the right to contact the User before and after the appointment, as follows:
  • a. The Service Provider will contact the User by phone after booking a Treatment to verify the details of the reserved Treatment.
  • b. The Service Provider will contact the Partner by phone to verify whether the Visit took place. If the Partner does not provide feedback, the Service Provider will contact the User after the appointment via SMS, WhatsApp, or email to confirm whether the Visit took place. If the User does not respond via these contact methods, the Service Provider will contact the User by phone, as described in point a).
• 3.7. When contacting the Partner, the Service Provider has the right to record phone calls. At the beginning of the call, the Partner is informed that the call is being recorded, and if they do not agree, the call will be disconnected. By continuing the call after being informed, the Partner gives their consent to the recording of the phone conversation.

4. USER REVIEWS

• 4.1. The Service Provider may request reviews from the User regarding the Treatment, Visit, and Partner. The User decides whether their review can be published on the Website and, if so, whether it will be anonymous or published with their full name.
• 4.2. The Partner agrees that the Service Provider may request User reviews regarding the Treatment and Visit and publish them on the Website. The Partner does not have the right to modify or delete reviews.
• 4.3. The Service Provider is not obligated to delete User reviews that contain detailed, authentic descriptions and criticisms that appear justified. The Service Provider reserves the right to moderate this content in accordance with its own rules and applicable laws. If a review does not comply with legal provisions, the Service Provider has the right to remove it.
• 4.4. If the Partner wishes to comment on or dispute a received review, they can do so by sending an email to info@prodoctor.ro. The Service Provider will respond within 15 calendar days from receipt, but automatic deletion of the review will only occur if it does not comply with legal provisions.

5. SERVICE DELIVERY

• 5.1. The Service Provider declares that it has all the necessary personnel and material resources to provide the Services.
• 5.2. The Service Provider will provide the intellectual and technical resources necessary to fulfill its contractual obligations. The Service Provider has the right to use a subcontractor/collaborator to carry out the contract execution without prior notification or consent from the Partner.
• 5.3. The Service Provider will make all reasonable efforts to ensure service continuity but will not be liable for any loss, data loss, or damages of any kind caused by malfunctions or other issues of the Website. The Partner acknowledges and agrees that the continuous operation of the Service may be interrupted despite the knowledge or intent of the Service Provider. The Service Provider will strive to maintain continuous operation but will not be responsible for any temporary malfunction of the booking system in case of an outage. However, in such cases, the Service Provider will take all reasonable measures to ensure that the service becomes available again as soon as possible.
• 5.4. The Service Provider reserves the right to modify the content of the Website at any time or restrict access to it, subject to the provisions of these Terms and Conditions, after prior notification of the Partners.

6. SERVICE PRICING AND PAYMENT TERMS

• 6.1. All prices are determined as net amounts, excluding VAT.
• 6.2. If the Service Price is set in a currency other than RON, the exchange rate of the National Bank of Romania on the date of invoice issuance will be used for conversion into RON.
• 6.3. The Service Price will be paid based on an invoice issued by the Service Provider. The Service Price shall be paid by the Partner via bank transfer to the bank account specified on the Service Provider’s invoice.
• 6.4. In case of late payment, the Service Provider has the right to suspend the provision of Services until the Partner fully fulfills their payment obligations.

7. LIABILITY

• 7.1. The Partner shall be at fault if they unjustifiably refuse the execution of the Services provided under the Contract, fail to take the necessary actions or make the required declarations for the proper execution of the Services, or fail to pay the Service Price to the Service Provider by the due date indicated on the issued invoice.
• 7.2. The Service Provider shall be at fault if it fails to provide the Services starting from the Commencement Date.

8. OBLIGATION TO COOPERATE

• 8.1.The Parties undertake to cooperate for the proper execution of the Contract.
• 8.2. The Parties undertake to inform each other of any circumstances that may affect the execution of the Contract (e.g., change of registered office, change of bank account, email addresses, contact persons, etc.) or the legitimate interests of the other Party. The Party that fails to fulfill these obligations shall be liable for any damages resulting from failing to notify the other Party of any changes.

9. CONFIDENTIALITY

• 9.1. To execute the Contract, the Partner shall provide the Service Provider with all the information the Service Provider may require during the execution of the Contract. This information includes all data, prices, knowledge, communication materials, and computer files relevant to the execution of the Contract.
• 9.2. The Parties shall treat business secrets and confidential information specified herein as strictly confidential. Business secrets include all data, offers, responses to offers, documentation, any other requests, and all related procedures that require confidential treatment and relate to technology, economic aspects, individuals, development, and measures.
• 9.3. The Parties shall use the information provided to each other only for the purpose and to the extent necessary for executing this Contract and only for the duration of this Contract.
• 9.4. The Service Provider will process data made available to it by third parties and recorded in public registers. The confidentiality obligation is not breached if the Service Provider obtains data (also processed in accordance with this Contract) from other sources and has a legal right to process them.
• 9.5. If either Party fails to comply with its confidentiality obligation, the applicable rules regarding a serious breach of the Contract shall apply.

10. DATA PROTECTION

• 10.1. The Parties are required to process personal data in accordance with the applicable laws.
• 10.2. Personal data is processed in the online system of the Service Provider for the purpose of executing the Contract, as follows:
  • 10.2.1. If the Service Provider enters into a Contract with the Partner as a medical institution (company), the Partner shall be responsible for informing the medical service providers about the processing of their personal data and obtaining their consent for the processing of personal data. The Service Provider considers the existence of these agreements as given and cannot verify their authenticity.
  • 10.2.2. If the Service Provider contracts directly with the Partner providing the Treatment as an individual, the Service Provider informs the Partner that the processing of their personal data (name, photo, academic and professional profile) is carried out on a contractual basis for the duration of the Contract. Three (3) years after the termination of the Contract, the Service Provider will delete the processed data. The Service Provider also uses external partners as data processors for processing. The Partner may request at any time the rectification, deletion, or restriction of their data and may object to the processing.
• 10.3. The Service Provider's information on the Website (Data Processing Policy) governs the Service Provider’s processing of the User’s personal data, whereby the Partner, as the Recipient, is considered an independent Data Controller with respect to the personal data provided by the User on the Website. By signing the Contract, the Partner guarantees that its independent processing complies with applicable laws and established practices and that the Service Provider shall not be liable for processing carried out by the Partner.
• 10.4. The name, position, and company-related data of a natural person acting on behalf of the Partner will only be processed by the Service Provider with the prior approval of the respective individual. In cases where the Service Provider is the Data Controller (e.g., as described in Section 3.6.), the Service Provider shall obtain consent, whereas in all other cases, responsibility shall lie with the Partner. The Partner shall fully indemnify and hold the Service Provider harmless against any claims, liabilities, costs, expenses, damages, penalties, fees, claims from third parties, and losses arising from the Partner’s failure to comply with the requirements of this Contract and applicable regulations governing processing activities performed by the Partner.
• 10.5. The Data Protection Policy published on the Website is part of these GTC. By signing the Contract, the Partner declares that they have read the Data Protection Policy and agree to be bound by it.

11. NOTIFICATIONS

• 11.1. The Parties consider any communication sent to the email addresses or postal contact details specified in this Contract or in subsequently signed documents to be in writing, in addition to cases provided by law. An email communication shall be deemed received on the day it is delivered to the email address provided by the Party.
• 11.2. The issuance of instructions by the Partner and all notifications, statements, and agreements between the Parties under this Contract, including any amendments to this Contract, shall be deemed in accordance with the Contract and sent via the email addresses specified in this Contract.
• 11.3. The Parties shall promptly notify each other of any changes to the contact details of their contact persons. The Party that fails to fulfill this obligation shall be liable for any damages resulting from the failure to provide notification.

12. TERMINATION OF THE CONTRACT

• 12.1. In the event of a serious breach of the contract by either Party, the other Party may terminate the Contract with immediate effect, without court intervention. The immediate termination shall be communicated to the other Party in writing, specifying the reason for termination. The Service Provider may terminate the contract with immediate effect, without prior notice, if termination results directly from the mere non-performance or violation of an obligation in the following cases:

13. MISCELLANEOUS

• 13.1. The Partner declares that the conclusion and execution of this Contract do not constitute a breach of any other agreements with third parties and that, at the time of entering into this Contract, the Partner is not aware of any information or situation whereby the conclusion and execution of this Contract would infringe upon the rights or legitimate interests of any third party.
• 13.2. The Partner declares that it possesses the necessary authorizations, agreements, and other conditions required to fulfill its obligations under this Contract and that it has fully understood and accepted the terms and conditions of this Contract.
• 13.3. The Partner agrees that the Service Provider may use its data, logo, and trademark for advertising purposes on all online and offline platforms without additional compensation.
• 13.4. Neither party may assign or transfer the Contract to a third party without the prior written consent of the other Party.
• 13.5. Unless expressly stated otherwise in the Contract, any amendment to the Contract shall be made in writing only.
• 13.6. If any provision of this Contract is deemed null or unenforceable by law, the invalidity of that provision shall in no way affect the validity of any other provision of this Contract.