Below are the terms and conditions for Professionals who have been onboarded to provide [medical consultation] services to Users on this platform. For the Terms of Use applicable to Users please click this link [link to user terms of use] These Terms and Conditions taken together form an independent contractor agreement (“Terms”) which is entered into as of the day you click “I Accept” (the “Effective Date”) between you as a counselor, consultant, practitioner, professional, expert, therapist or advisor registered to provide Professional Services (“Professional” “you,” or “your") and Bloom Buddy Limited (“Company” or “Bloom Buddy”). To view the Terms which apply to all visitors and other persons who access or use the Platform (“Users”), click the link (link to user terms of use). Except for any defined terms below, each capitalised word shall have the same meaning ascribed to it in the User Terms of Use.

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1. Professional Services

The Company owns and operates an online platform through which telemedicine counseling, consulting, or professional advice are provided to children with behavioural and neurodevelopmental concerns (collectively, the “Professional Services”). The parties acknowledge and agree that the Company has no obligation to guarantee any minimum commitment of work, time, or compensation to the Contractor. The Contractor will provide services only on an as-needed basis as determined by the availability of Users.

 

You hereby acknowledge that your ability to provide Professional Services is conditioned upon the validity, subsistence, and truthfulness of your credentials and certification as disclosed to the Company. The Users who are connected with you through the Ecosystem rely on this certification to interact with you. If your certification is inaccurate or invalid you agree to indemnify Bloom Buddy and any User(s) who procure Professional Services from you against all/any resulting damages, costs, or claims.

The Professional Services shall be rendered remotely. You undertake not to diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a User. To provide Professional Services, you must have a private workspace or office which guarantees the privacy of your conversations with the User.

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2. Professional Account

In order to provide Professional Services through Our Platform, you will be required to set up a Professional account. To set up your account, you will need to provide us with personal information such as your full name, address, email and phone number. We will also require information about your experience and expertise as a professional. All data collected by Us will be stored and used in accordance with our Privacy Policy. Check [Privacy Policy Link] to see a detailed explanation of how We handle your personal data. If you provide false or deceptive information when setting up your account, Bloom Buddy reserves the right to terminate your use of the Platform.

You agree that your account will not be set up and you cannot commence connections with any User in the Ecosystem until we have completed the Professional onboarding process which seeks to verify to the best of our knowledge, Your qualifications and status of good standing in your relevant field of expertise and ensure your practice abides by all applicable laws, rules, and regulations. You, therefore, agree to undergo any license verification and/or ongoing professional monitoring undertaken by Bloom Buddy or any third-party organisation designated by Bloom Buddy.

You are always responsible for maintaining the confidentiality of your account login details and any other security information related to Your account. In the event of any unauthorised use of Your account or any other concern for breach of Your account security, You are required to notify Us immediately. Bloom Buddy will not be liable for any loss or damage suffered by You or any User procuring Professional Services from you as a result of someone else accessing/using Your account, whether with or without Your knowledge. We recommend that You frequently change and take extra care to protect Your password.

You undertake not to use the account or account login information of any other Professional for any reason and that Your use of the Platform shall at all times be made directly by you, not for or on behalf of any other person or organisation. Dual Registration Professionals may be registered as both Users and Professionals on the Platform if they desire (subject to meeting the pre-qualification criteria for both). If you are operating as both a Professional and a User, you are bound by the Terms of both roles in the Ecosystem. You understand that Bloom Buddy may retain your information including communications with Users after the termination of your Professional Account.

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3. Professional Representations and Warranties

You represent and warrant that in your provision of Professional services on the platform:

a. You will exercise at all times a reasonable standard of care, and professional ethics including confidentiality obligations equivalent to a traditional in-person medical practitioner in your field of expertise. You agree that you will not provide any service to any User through the Platform which is not lawful or ethical according to the laws, regulations, and ethics that apply in Your jurisdiction or the jurisdiction of the User.

b. You will remain free of any obligations or restrictions that would interfere, conflict, or be inconsistent with the performance of the Professional Services.

c. All the information by You in or through the Platform (including during the onboarding process) and all information you shall provide in or through the Platform in the future is accurate, true, current, and complete.

d. You shall maintain and update your personal and professional information as reasonably necessary from time to time to ensure continued accuracy.

e. You shall not provide any Professional Service to any User unless you are a licensed professional in good standing in the relevant field of expertise abiding by all applicable laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.

You agree to inform all Users to whom you provide Professional Services that the advice and or information provided by You are not to be considered a substitute for face-to-face interaction between the User and their primary medical practitioner or another qualified healthcare professional. In instances where you are consulting with a User who you reasonably believe is presenting with an emergency, you shall discontinue the consultation and direct the User to immediately call their local emergency assistance number. You shall immediately file a report detailing the user’s name, the time of consultation and the details of the emergency reported (“Incidence Report”) on the Platform.

You agree not to use the Platform to induce or solicit Users (directly or indirectly) for any services outside of the Platform and if you do, Bloom Buddy shall have the right to terminate your Professional account immediately.

You undertake that you will use the Platform as intended and not collect any gifts, benefits, inducements, or additional compensation from any Users outside of official fee payments processed and paid on the Platform.

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4. Relationship with Bloom Buddy

You understand that the nature of Your relationship with Bloom Buddy is that of an independent contractor and nothing herein is intended to infer or represent you to be an employee or agent of the Company. These Terms constitute a contract for the provision of services and not a contract of employment.

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5. Business Associate Agreement for Professionals in North America

The GDPR compels Bloom Buddy to ensure that Professionals on the Platform handle sensitive health information with the same level of care Bloom Buddy exercises. Specifically, Professionals based in North America are to accept the terms of the Business Associate Agreement with Bloom Buddy. If You fall within this category, please read the Business Associate Agreement [attach link]. By agreeing to these Terms of Use you also agree to the Business Associate Agreement.

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6. Prohibited Use of Platform

You undertake that Your use or access of the Platform shall be done in a lawful manner and that you shall not use the Platform for any unlawful purpose or in any manner/purpose that contravenes these Terms. You agree not to:

a. Solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others. This includes promoting other legitimate business activities or selling any products whatsoever.

b. modify copyright or other proprietary rights of the Company or other Professionals providing Educational Content on the Platform,

c. Post, send, use, store, transmit or deliver on or through the Platform:

i. any content which may constitute, cause or encourage a criminal action or violate any applicable law;

ii. any content that infringes a third-party right including the intellectual property rights of others or the privacy or publicity rights of others;

iii. any video of a child less than the age of 18;

iv. messages or information under a false name;

v. unsolicited e-mail and advertisement or promotion of goods and services;

vi. malicious software or code;

vii. messages or information that is unlawful, libelous, defamatory, fraudulent, predatory to minors, threatening or hateful, harassing, intrusive, abusive, vulgar, obscene, racist, or potentially harmful.

d. Contravene/violate any applicable law or ethical code in relation to your use of the Platform and your relationship with the Professionals.

You agree that if you use the Platform in the aforementioned ways, Bloom Buddy reserves the right to terminate your access to the Services, restrict/delete your Professional account, and refuse any future request to use or provide Professional services on the Platform.

For more information about how we deal with discrimination and prohibited use of the Platform, read our Non-Discrimination Policy [link to policy].

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7. Fees and Payments

You agree to list your Professional Services on the Platform for a monthly or per-session fee. A User may be connected with you through the Platform and the Direct Professional Agreement between you and the User will be accepted. Once the Direct Professional Agreement has been accepted, the User will fund a deposit equivalent to the requisite fees you charge. You agree and authorise Bloom Buddy to hold this fee in escrow until the completion of your session with the User.

You agree that Bloom Buddy can make a deduction [30%] of the fee which you charged a User (“Platform Fees”) before releasing the balance to you. Thus, You are responsible for all taxes, duties, and charges of any kind imposed by any federal, state, provincial, territorial or local governmental entity on any amounts paid to you for the provision of Professional Services. However, we may withhold any taxes from payments to you as required under applicable law.

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8. Disclaimers & Limitation of Liability

You agree that You are solely and fully liable and responsible for all activities performed using your account. The Company shall hold you accountable and liable for any damage or loss incurred as a result of the use of your account by any person whether authorised by you or not and you agree to indemnify and hold the Company harmless for any such damage or loss. You acknowledge that the Platform is available on an “AS-IS” and “AS AVAILABLE” basis without warranties of any kind from Bloom Buddy.

BLOOM BUDDY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE COMPANY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING;

i. THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM OR PROFESSIONALS; OR

ii. THE PLATFORM BEING ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR

iii. THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED BY THE PLATFORM OR CONTENT OFFERINGS. THE COMPANY MAKES NO COMMITMENT TO UPDATE THE INFORMATION CONTAINED IN THE PLATFORM.

THE COMPANY FURTHER DISCLAIMS ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO THE USE OF THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK. THE COMPANY DOES NOT WARRANT THAT ANY ESTIMATION OR DESCRIPTION PROVIDED THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.

THE COMPANY CANNOT AND DOES NOT ACCEPT ANY LIABILITY FOR ANY RELIANCE BY YOU ON SUCH INFORMATION. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES, OR OMISSIONS AND TO CHANGE OR UPDATE THE CONTENT AT ANY TIME WITHOUT PRIOR NOTICE.

As a Professional, you can provide Educational Content to Users on the Platform. You acknowledge that where you choose to provide Educational Content, you shall bear all the risks associated with uploading and transmitting such material to the Platform, including reliance on its accuracy, reliability, or legality. The Company also has the sole discretion to remove or refuse to post or transmit any Educational Content that is deemed inappropriate or unlawful.

Bloom Buddy disclaims any liability in relation to any claim, suit, or action brought by a User in connection with your provision of any Professional Services including but not limited to representations as to your qualifications and advice provided through the Platform. You agree to indemnify and hold the Company harmless in connection with any such claim and any liability arising therefrom. You shall be solely responsible for any agreement you choose to make with a User. The Company shall not be responsible or liable for any agreement made between You and a User or for enforcing any such agreement, including but not limited to any agreements about the Platform’s usage in any way other than as offered and suggested on the Platform.

Although Bloom Buddy will make commercially reasonable efforts to ensure the Platform’s reliability and accessibility, we, however, do not warrant that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times, or that any eventual defects will be corrected. In no event will we, our affiliates, directors, officers, sub-contractors, agents, and assigns be liable for any direct or indirect, special, incidental, consequential, or punitive damages, lost profits, or other damages whatsoever arising in connection with the use of the Platform, any interruption in the availability of the Services, delay in operation or transmission, computer virus, loss of data, or use, misuse, reliance, review, manipulation, or other utilisation in any manner whatsoever of the Platform or the data collected through the Platform, even if one or more of them has been advised of the possibility of such damages or loss.

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY OUTLINED IN THIS TERMS OF USE REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS FOR THE COMPANY’S ABILITY TO MAKE THE SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY VIABLE BASIS. YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SERVICES MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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9. Non-Disclosure

In the course of performing your obligations and responsibilities under this Agreement, you may access medical or other information of Users or the Company which is confidential and proprietary in nature. You undertake not to disclose to a third party or use for any purpose or reason whatsoever (other than in connection with the provision of Professional Services) except as required by any law or regulation.

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10. Advertising

You agree that the information that you provide us with through the Platform (including but not limited to your name, photograph, professional experience, expertise, and qualifications) may be used by the Company and provided to third parties and third-party websites to promote the Platform.

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11. Communications with Users

Upon the consent of such User, the Company may review your correspondence or exchanges with Users for the purpose of:

a. Complying with a court order or Applicable Law;

b. administering and monitoring the Platform;

c. verifying and reviewing the truthfulness or accuracy of the details in your profile, credentials, qualifications, or any of their postings or transmissions;

d. monitoring activity in the event that an investigation or legal proceeding requires monitoring.

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12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its respective employees, directors, officers, subcontractors, service providers, vendors, and agents of each against any and all claims, damages, or costs or expenses (including court costs and attorney's fees) that arise directly or indirectly from:

a. breach of these Terms by You;

b. any claim, loss, or damage experienced from your use or attempted use of (or inability to use) the Platform, including any transactions that You conduct or attempt;

c. your violation of any law or regulation;

d. your infringement of any right of any third party; and

e. any other matters for which You are responsible hereunder or under law.

You agree that your use of the Platform, including, without limitation, the provision of services in connection with the Platform shall be in compliance with all Applicable Laws, regulations, and guidelines and shall not be intended to damage, disable, overload, or impair the Platform or the servers on which it is hosted.

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13. Governing Law and Dispute Resolution

These Terms and your use of the Platform are governed by and construed in accordance with the laws of the Federal Republic of Nigeria applicable to agreements made and to be entirely performed within Nigeria, without regard to conflict of law principles. You agree that in the event of any dispute, recourse shall be had to arbitration which shall be conducted in accordance with the Nigeria Arbitration and Conciliation Act 1988 or any subsequent amendment thereto. The arbitration award shall be binding on the parties. Notwithstanding the preceding, We retain the right to apply to any court of competent jurisdiction for provisional or ancillary reliefs, including preliminary injunctions, and any such request shall not be deemed incompatible with any of these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in this Terms.

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14. Miscellaneous

If any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision that most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between You and Bloom Buddy pertaining to the subject matter hereof. Without prior notice, we may assign our rights and obligations hereunder to any third party. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the preceding shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If We are required to provide notice to You hereunder, We may provide such notice to the email account that you provided to Us.

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15. Updates

You agree that We may revise the Terms at any time without notice. However, all updates to the Terms will be posted on this page on the Platform. You are bound by any revisions or updates. You should periodically visit this page to review the current terms that apply to your use of our Platforms. Any use of any of our or Services by You after the publication of changes to the Terms shall constitute your acceptance of the Terms as modified. In its sole discretion and at any time, Bloom Buddy may discontinue providing the Services or any part thereof without notice.

 

16. Inquiries and Complaints

We are always willing to respond to your feedback, inquiries, and complaints and improve your experience regarding the delivery of Professional Services through the Platform. By submitting any feedback, inquiries, or complaints, You grant Us the right to use the Feedback without any restriction or any compensation to You.

We are committed to improving your user experience with our Services. Please send your complaints and queries to support@thebloombuddy.com.

Last updated: 16/ 09/2022