Terms & Conditions

1. Definitions:
   a) Supplier: M H A T Technologies, Dubai, UAE with License No. 1169959
   
   b) Customer: Means the Doctor/Hospital/Clinic/Home care named as Customer
   
   c)  Platform: MyDrWorld online and mobile based Software operated by M H A T Technologies for the purposes of providing the Services
   
   d) Initial Subscription Term: The initial 12-month term of this agreement from the date hereof.
   
   e)Practitioners: Doctors and other healthcare professionals of the Customer
    
2. Services
   a)This agreement is valid from January 01,2024 to December 31, 2024
   
   b)  The Supplier shall provide to the Customer the Services subject to the terms and conditions mentioned in this agreement.
   
   c)The Supplier and the Customer shall cooperate with each other in   performing their obligations under this agreement.
    
3.  Charges and Payments
   a) Agreed Fees payable by the Customer to the Supplier in respect of this Service will be in prior to the beginning of every half year and this fee are exclusive of all   taxes including value added tax (VAT) applicable under any relevant laws.

4. Supplier’s Obligations
   The Supplier undertakes that the Service will be performed with reasonable skill, diligence and care and in accordance with Good Industry Practice

a) The Supplier warrants that it has taken and undertakes that it shall continue to take such reasonable steps as would be taken by a prudent supplier in accordance with Good Industry Practice to ensure that,

b) Any personal identity, contact and booking data in relation to patients is processed, transferred to the Customer and stored by it in accordance with the provisions in the Point 8.

i.IT systems provide for the continuous operation, availability and performance of the Software and the Services to users’ whole days except for any maintenance which is required in relation to IT systems.

ii.Ems are free from vulnerabilities of which the Supplier is aware or are publicly and widely known in the industry. Supplier operates and which it can take reasonable and commercial precautions to mitigate against and which it is reasonably foreseeable could materially adversely affect the Software and the Services.

iii.The provided Software including websites and relevant data is hosted on servers and hosting equipment as is provided by reputable cloud service.

iv. A support facility is provided to the Customer which shall be accessible by both email and call which shall be used as the initial point of contact for all day-to-day queries and fault reporting.

v. The Supplier warrants that it has and will maintain all necessary Licenses, consents and permissions necessary for the performance of its obligations under this agreement.

5. The Supplier does not warrant that.
a) Any interruption of Software services by the use of customers

b) Use of the Software and the Services will comply with laws and regulations which are applicable to the Customer.

6. The Supplier is not responsible and has no liability to the Customer for:
a)  Information provided by the customers and third-party information management, communications systems and technology used by the Customer.

b) Uploaded Information in relation to patients of the Customer who have booked directly with Customer.

c) Users who have booked appointments with the Customer through the Platform cancelling.

d) Delay or other loss or damage resulting from the transfer of data over communications due to networks and facilities.

7. This agreement shall not prevent the Supplier from entering into similar agreements with third parties

8. Customer's obligations
a) Provide all required information accurate and timely manner relating to the Practitioners.

b) Comply with all applicable laws and regulations with respect to its activities under this agreement.

c) This is obliged to customer to carry out all other Customer responsibilities timely.

d)  Any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as necessary.

e)  Ensure that its Practitioners are properly qualified, accredited, licensed and experienced to provide proper healthcare assistance to patients. Applicable law shall be responsible for any Authorized User's breach of this agreement.

f) Obtain and shall maintain all necessary Licenses, consents, and permissions necessary for the Supplier, its contractors and agents to us e the Service and to perform their obligations under this agreement, including without limitation the platform and the Services and their health care services including but not limited to the online consultations.

g) Ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time and by the relevant regulatory authorities.

h) To the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centers.

9. Proprietary rights
a) The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the platform and the Services.

b) Customer does not grant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks.

c)  The Supplier confirms that it has all the rights in relation to the platform and the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

d) Subject to the terms of this agreement, the Supplier hereby grants to the Customer a limited, non-exclusive, non- transferable license (without the right to sublicense) to use, access and interact with the platform solely for the purpose of receiving and using the Services for the purposes of, on and subject to the terms and conditions set out in this agreement.

e) The rights provided by the Supplier to the Customer are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

f) The Customer grants the Supplier a fully paid-up, worldwide, non- exclusive, royalty-free, non-transferable License to copy and modify the information and to use the trademarks of the Customer for the purpose of providing the Services to the Customer in accordance with this agreement.

10. Indemnity
a) The Supplier shall defend, indemnify and hold harmless the Customer against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Software and the Services breach the intellectual property rights of any third party and Customer's, its Practitioners or its patients use of the Software and the Services.

b) In the defense or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Software and the Services, replace or modify the Software and the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 30 Business Days' notice to the Customer. In the event of such a termination of the agreement the Supplier will be liable to pay liquidated damages or other additional costs to the Customer.

11. Protection and processing of personal data
a) It is contemplated that the Supplier and the Customer shall obtain, process and transfer personal data relating to employees and contractors of the Supplier, employees, contractors and Practitioners of the Customer and patients of such Practitioners who use the Services.

b) Both parties will comply with all applicable requirements of the Data Protection Legislation. This is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

c) Each party shall, in relation to any personal data processed in connection with the performance by such party of its obligations.

d) Ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction.

e) Not transfer any such personal data outside of United Arab Emirates unless the following conditions are fulfilled:

I. There are in place appropriate safeguards in relation to the transfer.

II. The data subject has enforceable rights and effective legal remedies.

III. Maintain complete and accurate records and information to demonstrate its compliance with this paragraph and immediately inform the other party if, in the reasonable opinion of the other party, an instruction infringes the Data Protection Legislation

IV. There is an adequate level of protection to any personal data that is transferred; and

V. The party complies with reasonable instructions notified to it in advance by the other party with respect to the processing of the personal data.

VI. At the written direction of the other party, delete or return personal data transferred from or processed on behalf of the other party and copies thereof to the other party termination of the agreement unless required by Applicable Law to store the personal data.

12. Anti-bribery and conflicts of interest
a) Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption relevant requirements.

b) Customers have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

13. Warranties
a) Each party represents, warrants and undertakes that, it has full capacity and authority and all necessary consents to enter in to perform this agreement and to grant the rights and Licenses referred to in this agreement and that this agreement is executed by its duly authorized representative and represents a binding commitment on it; and without affecting its other obligations under this agreement.

14. Limitation of liability
a) Except as expressly and specifically provided in this agreement, the Customer assumes sole responsibility for results obtained from the use of the Software and the Services by the Customer.

b) The Supplier shall have no liability for any damage caused by errors or omissions, in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Software and the Services,

c) Any actions taken by the Supplier at the Customer's direction; all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement,

d) The Software and Services are provided to the customer on an “as is” basis.

e)  Nothing in this agreement excludes the liability of the Supplier, death or injury caused by the supplier’s negligence or fraud or fraudulent representation.

f)  The service provided by Mydrworld shall not be used for medical emergency.

g) Subjected to above points in this paragraph,

I. The Supplier shall not be liable whether in tort including for negligence or breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.

II. The Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement to any party or third party shall   be limited to the total fee paid by the Customer to the Supplier during the 6 months immediately preceding the date on which the claim arose; and

III. In respect of a breach on Charges and Payment terms and improper use of Software, the Customer’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement to any party or third party shall be limited to the higher of: (i) US$ 25,000 and: (ii) the total fee paid by the Customer to the Supplier during the 12 months immediately preceding the date on which the claim arose

15. Non-solicitation of Employees and Contractors
a)  In order to protect the legitimate business interests of the Supplier, the Customer covenants with the Supplier that it shall not and shall procure that no member of the Customer's group of companies shall) (except with the prior written consent of the Supplier

15. Confidentiality
a) Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that, is or becomes publicly known other than through any act or omission of the receiving party, was in the other party's lawful possession before the disclosure,

b) Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement

c) The Customer acknowledges that details of the Software and the Services, and the results of any performance tests of the Software and the Services, constitute the Supplier's Confidential Information.

d) The Customer acknowledges that details of the Software and the Services, and the results of any performance tests of the Software and the Services, constitute the Supplier's Confidential Information.

e) No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties

16. Termination and terms.
a) This agreement shall, unless otherwise terminated as provided in this paragraph, commence on the date hereof and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months, either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term

b) Bother party commits a material breach of any other term of this agreement which breach is irremediable or fails to remedy that breach within a period of 30 days after being notified in writing to do so.The other party repeatedly breaches any of the terms of this The other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

c) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts.

d) The other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.

e) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

f) An application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party.

g) A person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party.

h)  Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this paragraph above.

i) In termination of this agreement for any reason:

i. All Licenses granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Software and the Services;

ii. Each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party;

iii. Each party shall destroy or otherwise dispose of any of the Confidential Information of the other party and in its possession save that each party shall be entitled to keep one copy of such information for legal and record keeping purposes provided that it shall keep such Confidential Information confidential and not use it for any purpose other than in connection with this agreement; and

iv.  Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the rightto claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudice

17. Force majeure
a) Neither party shall in any circumstances be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such as

b) Delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lockouts or other industrial disputes (whether involving the workforce of the Reseller or any other party

c) Failure of a utility service or transport or telecommunications network, natural calamities, compliance with any law or governmental order, default of suppliers or Subcontractors.

d) In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such  obligations, provided that if the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 30 days' written notice to the other party.

e) For the avoidance of doubt, as of the date of the agreement, any pandemic situations should not prevent the Parties from performing their respective obligations under this Agreement.

18. Conflict
a) If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

19. Variation
a) No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

20. Waiver
a) No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preventor restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and remedies

b) Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severance
a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

b) If any provision or part-provision of this agreement is deemed deleted under paragraph 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Entire agreement
a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

b) Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

d) Nothing in this paragraph shall limit or exclude any liability for fraud.

25. Assignment
a) Each Party shall not, without the prior written consent of the other Party, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

26. No partnership or agency
a) Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).Third party rights

b) This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns).

27. Notices
a) Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as may have been notified by that party for such purpose as set out in this agreement

b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. An email shall be deemed to have been received at the time of transmission (as shown by the timed delivery receipt shown on the system of the sender).

28. Governing law
a) 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) (Dispute) shall be governed by construed in accordance with the laws of Dubai, UAE

b) The parties irrevocably agree that the courts of the Dubai, UAE have exclusive jurisdiction to settle any Disputes or claims arising out of or in connection with this agreement