THIS DOCTOR TELECONSULTATION SERVICES AGREEMENT (the "Agreement") is made and entered into on the date specified below by and between KETI AI Solution, a healthcare technology and teleconsultation platform ("KETI" or the "Platform"), and the medical practitioner identified in the execution section of this Agreement ("Doctor").
KETI and the Doctor are collectively referred to as the "Parties" and individually as a "Party".
The purpose of this Agreement is to establish the terms and conditions under which the Doctor shall provide professional teleconsultation and related follow-up services to patients through the KETI AI Solution platform.
The Platform provides the technological infrastructure through which patients may access participating healthcare professionals, arrange consultations, receive healthcare guidance, access referrals, and receive appropriate follow-up services.
The Doctor acknowledges that the Platform does not replace the Doctor's professional judgment, clinical responsibility, or obligations under applicable Ugandan healthcare laws, regulations, and professional standards.
The Doctor agrees to provide services through the Platform in accordance with this Agreement, applicable Ugandan law, professional standards, applicable regulatory requirements, and the principles of patient safety, confidentiality, and professional conduct.
This Agreement shall commence on the Effective Date and shall remain in force for a fixed period of twelve (12) months, unless terminated earlier in accordance with this Agreement.
The Agreement may be renewed for a further period upon written agreement between the Parties.
Renewal shall be conditional upon the Doctor continuing to satisfy all applicable professional registration, licensing, credentialing, regulatory, and contractual requirements.
The Doctor represents and warrants that the Doctor is professionally qualified and legally authorised to practise medicine in Uganda to the extent required for the services to be provided through the Platform.
Prior to the activation of the Doctor's account, and at any subsequent time reasonably required by KETI, the Doctor shall provide accurate and verifiable information relating to the Doctor's identity, qualifications, professional registration, practising licence, specialty, professional experience, and applicable health-facility affiliation.
KETI shall be entitled to verify the information and documentation supplied by the Doctor with the Uganda Medical and Dental Practitioners Council (UMDPC), the relevant health facility, educational institution, government authority, or other competent body.
The Doctor shall immediately notify KETI of any suspension, restriction, expiry, cancellation, or other material change affecting the Doctor's professional registration, practising licence, qualification, scope of practice, or authority to provide medical services.
KETI may suspend the Doctor's access to the Platform where the Doctor's credentials cannot be verified or where KETI reasonably believes that continued access may create a regulatory, professional, or patient-safety risk.
The Doctor shall maintain a complete and accurate professional profile on the Platform.
The Doctor's profile shall identify the Doctor by the Doctor's professional name and may include the Doctor's professional photograph, medical qualifications, university or institution attended, specialist qualifications, area of practice, professional experience, professional registration information, languages spoken, and other professional information approved for publication by KETI.
The Doctor expressly warrants that all information displayed on the Doctor's profile is truthful, accurate, current, and capable of verification.
The Doctor shall not represent any qualification, specialty, professional title, or area of expertise that the Doctor does not lawfully possess.
KETI may remove, amend, suspend, or restrict any profile information that is inaccurate, misleading, unverifiable, or inconsistent with applicable law or professional requirements.
The Doctor shall maintain all registration, practising licences, professional approvals, and other authorisations required by applicable Ugandan law throughout the Term.
The Doctor shall comply with all applicable requirements of the Uganda Medical and Dental Practitioners Council and other competent healthcare authorities.
The Parties acknowledge that the operation and provision of digital-health and telemedicine services in Uganda may be subject to licensing, health-facility, practitioner-registration, data-protection, and other regulatory requirements.
The Parties shall structure and operate the Platform and the Doctor's services in accordance with the regulatory framework applicable to digital-health services in Uganda. UMDPC's published requirements currently provide that practitioners offering digital-health services must be registered and licensed by the Council and address the relationship between digital-health services and licensed private health units.
The Doctor shall retain independent professional responsibility for all clinical decisions made in connection with a patient.
Nothing in this Agreement shall require the Doctor to make a clinical decision contrary to professional judgment, applicable law, professional ethics, or patient safety.
KETI shall provide the technological and administrative infrastructure for the delivery of services and shall not improperly interfere with the Doctor's clinical judgment.
The Doctor shall conduct each accepted patient teleconsultation professionally, diligently, and within the applicable timeframes communicated through the Platform.
During the consultation, the Doctor shall obtain appropriate clinical information, assess the patient's presenting complaint, exercise appropriate clinical judgment, provide appropriate medical advice, and determine the appropriate clinical course of action.
Where clinically appropriate and legally permitted, the Doctor may prescribe medication, request laboratory or diagnostic investigations, recommend treatment, provide monitoring instructions, or refer the patient for further care.
Where a patient's condition cannot safely or adequately be assessed or managed through teleconsultation, the Doctor shall advise the patient to obtain appropriate in-person medical attention.
For purposes of this Agreement, a 'Consultation Cycle' means the complete set of clinical obligations arising from a patient consultation, including the initial consultation and any clinically required diagnostic review and follow-up.
The Doctor shall not be deemed to have completed a Consultation Cycle merely because the Doctor has connected with or spoken to the patient.
Where no diagnostic test, additional clinical review, or further follow-up is required, the Consultation Cycle shall be deemed complete once the consultation has been conducted, appropriate clinical advice has been provided, and the required clinical documentation has been completed.
Where the Doctor requests a diagnostic test or other investigation, the Consultation Cycle shall remain open until the applicable results have been reviewed and the required patient follow-up has been completed.
Where the Doctor requests a laboratory, diagnostic, or other medical investigation, the Doctor shall review the relevant result when it becomes available and shall conduct the appropriate follow-up with the patient.
The Doctor shall explain the result to the patient in reasonably understandable language, provide appropriate clinical interpretation, and communicate the appropriate next steps.
Where clinically necessary, the Doctor shall provide guidance regarding treatment, additional investigations, monitoring, referral, specialist review, facility-based care, or other appropriate management.
The Doctor shall undertake the required follow-up promptly and without unreasonable delay after the relevant result becomes available.
The Doctor shall document the relevant test request, result review, patient communication, clinical advice, and follow-up plan in the applicable Platform or electronic health record.
Where clinically required, a patient may receive a second, third, or fourth consultation or follow-up through the Platform.
Each eligible follow-up consultation shall constitute a separate payable consultation for purposes of calculating the Doctor's compensation.
The Doctor shall receive the same contractual percentage for the initial consultation and each eligible second, third, and fourth follow-up consultation.
The Doctor shall not create, recommend, or prolong a consultation or follow-up solely for the purpose of increasing compensation. Each consultation and follow-up must have a genuine clinical purpose and must comply with applicable professional standards.
In consideration for eligible services properly provided through the Platform, the Doctor shall be entitled to thirty percent (30%) of the consultation fee actually paid by the patient for each eligible completed consultation.
The thirty percent (30%) Doctor share shall apply equally to the initial consultation and eligible second, third, and fourth follow-up consultations.
Unless otherwise expressly agreed in writing, the Doctor's compensation shall be calculated by reference to the amount actually paid by the patient for the applicable consultation.
By way of illustration only, where a patient pays UGX 100,000 for an eligible consultation, the Doctor's contractual share shall be UGX 30,000, subject to any deduction or withholding that KETI is legally required to make.
KETI shall operate a consultation-status process through which eligible consultations may be marked 'READY FOR PAYMENT'.
A consultation shall not ordinarily be marked Ready for Payment until the Doctor has completed the applicable Consultation Cycle.
Where a test or investigation has been requested, the Consultation Cycle shall remain incomplete until the Doctor has reviewed the available result, communicated the result to the patient, and provided appropriate guidance concerning the way forward.
Where no test, investigation, or further follow-up is required, the consultation may be marked Ready for Payment following completion of the consultation and required documentation.
The Doctor acknowledges that completion of a consultation without completion of a required clinical follow-up shall not constitute completion of the applicable Consultation Cycle.
KETI shall reconcile and pay the Doctor all accumulated compensation for consultations marked 'READY FOR PAYMENT' during the preceding calendar month within fourteen (14) business days following the end of that calendar month.
KETI may defer payment of an amount where there is a legitimate unresolved issue concerning fraud, duplicate consultation records, payment reversal, patient refund, failure to complete a required Consultation Cycle, regulatory investigation, professional misconduct, or material breach of this Agreement.
KETI shall not unreasonably withhold an undisputed amount properly due to the Doctor.
The Doctor shall remain responsible for the Doctor's own income tax and other applicable statutory obligations arising from income earned through the Platform, except to the extent that applicable law expressly requires KETI to deduct or withhold tax.
KETI shall not voluntarily assume or settle the Doctor's personal tax liabilities on the Doctor's behalf.
Nothing in this Agreement shall prevent KETI from making a deduction or withholding required by Ugandan law.
Where KETI is legally required to withhold tax from payments due to the Doctor, KETI shall be entitled to deduct and remit the applicable amount to the Uganda Revenue Authority (URA) or other competent authority and shall provide the applicable documentation where required.
The Parties acknowledge that URA's current guidance provides that payments for professional services to qualifying resident professionals may be subject to withholding tax, including a stated 6% rate subject to applicable exemptions and circumstances.
KETI shall maintain appropriate records of payments and earnings attributable to the Doctor through the Platform.
The Doctor acknowledges and agrees that KETI may disclose information concerning the Doctor's earnings, transactions, and payments to the Uganda Revenue Authority or another competent governmental, regulatory, judicial, or law-enforcement authority where such disclosure is required or permitted by applicable law.
Such disclosure may occur pursuant to a lawful request, statutory reporting obligation, audit, investigation, court order, or other lawful regulatory requirement.
The Doctor acknowledges that KETI's payment of the Doctor's contractual compensation does not constitute payment of the Doctor's personal income-tax liability.
During the Term, the Doctor shall not knowingly circumvent, bypass, or undermine KETI's commercial relationship with any healthcare facility, laboratory, pharmacy, specialist, healthcare provider, or other partner introduced or connected to the Doctor through the Platform.
Without KETI's prior written consent, the Doctor shall not enter into a separate commercial arrangement with a Platform-introduced facility or partner where that arrangement arises from or is substantially connected to patients, referrals, services, or business opportunities originating through KETI.
Nothing in this clause shall prohibit a professional or commercial relationship that demonstrably existed independently before the Doctor entered into this Agreement.
This clause shall apply only to the extent permitted and enforceable under applicable Ugandan law.
The Doctor shall not knowingly use patient information obtained through KETI to divert patients from the Platform for the purpose of avoiding KETI's applicable fees or commercial arrangements.
The Doctor shall not use Platform-originated patient relationships to establish undisclosed private arrangements designed to circumvent the Platform.
Nothing in this clause shall prevent the Doctor from providing care that the Doctor is legally or professionally required to provide, including appropriate emergency or referral care.
The Doctor shall maintain strict confidentiality in respect of all patient information obtained through the Platform.
The Doctor shall access, use, and disclose patient information only for authorised healthcare, legal, regulatory, or operational purposes.
The Doctor shall comply with applicable Ugandan data-protection and privacy laws and all reasonable Platform policies concerning the security and handling of patient information.
The Doctor shall not sell, disclose, copy, transfer, or otherwise misuse patient information for unauthorised purposes.
KETI and the Doctor acknowledge that health information is sensitive personal information and shall handle it in accordance with applicable legal requirements. UMDPC's published digital-health requirements expressly refer to compliance with Uganda's data-protection and privacy framework.
The Doctor expressly authorises KETI to use the Doctor's professional name, photograph, professional profile, qualifications, professional title, specialty, biography, and other approved professional information for legitimate marketing, advertising, promotional, public-relations, and Platform-related purposes.
Such use may include KETI's website, mobile applications, social-media channels, digital advertising, printed promotional materials, posters, healthcare campaigns, promotional videos, presentations, events, and other legitimate marketing channels operated by or on behalf of KETI.
The Doctor authorises KETI to identify the Doctor publicly as a participating healthcare professional on the Platform.
KETI may reasonably resize, crop, format, or adapt the Doctor's photograph for different marketing formats, provided that KETI shall not knowingly manipulate the Doctor's image or professional information in a materially misleading, defamatory, or professionally damaging manner.
Unless otherwise agreed in writing, the Doctor shall not be entitled to additional compensation solely by reason of KETI's use of the Doctor's photograph, name, or approved professional profile for KETI marketing.
The Doctor acknowledges that the use of an identifiable photograph, name, and professional information constitutes processing of personal information and expressly provides the consent or other lawful authorisation required for such processing, subject to applicable Ugandan law.
KETI shall handle any legally valid request concerning the Doctor's personal information in accordance with applicable data-protection law. Uganda's data-protection authority identifies consent requirements and specific protections concerning direct marketing and the handling of personal data.
The Doctor shall at all times maintain appropriate professional standards and shall treat patients with dignity, respect, and confidentiality.
The Doctor shall not engage in discriminatory, abusive, harassing, fraudulent, misleading, or otherwise unprofessional conduct through the Platform.
The Doctor shall maintain appropriate professional boundaries with patients and shall not use the Platform to solicit patients for unauthorised personal or commercial purposes.
The Doctor shall place patient safety above the completion or commercial value of any consultation.
Where teleconsultation is inadequate for safe assessment or management, the Doctor shall advise the patient to seek appropriate in-person medical attention.
Where an emergency is identified, the Doctor shall provide appropriate urgent guidance and referral consistent with professional obligations and applicable law.
The Doctor shall at all times during the Term maintain valid and adequate professional indemnity (malpractice) insurance coverage with a reputable insurer authorized to operate in Uganda, covering all teleconsultation services provided through the Platform.
The Doctor retains sole responsibility for all clinical assessments, diagnosis, treatment advice, prescriptions, referrals, and medical outcomes resulting from services provided through the Platform.
The Doctor agrees to defend, indemnify, and hold harmless KETI, its directors, officers, employees, and agents from and against any claims, liabilities, losses, damages, costs, or legal fees arising out of or related to the Doctor’s clinical negligence, medical malpractice, professional misconduct, or breach of applicable healthcare laws.
The Doctor shall maintain accurate availability information on the Platform.
The Doctor shall attend accepted consultations within the applicable scheduled period.
Repeated failure to attend accepted consultations without reasonable justification may constitute a breach of this Agreement and may result in suspension or termination.
The Doctor shall maintain accurate and complete records of consultations, assessments, test requests, test results, follow-ups, referrals, and other relevant clinical information.
Such records shall be maintained in accordance with applicable professional, legal, health-record, and data-protection requirements.
KETI may undertake reasonable quality-assurance activities concerning the delivery of Platform services.
Such activities may include reviewing consultation completion, follow-up completion, patient complaints, attendance, documentation, test-result follow-up, professional credentials, and compliance with Platform procedures.
KETI may investigate patient complaints and may request relevant information from the Doctor.
Where a matter concerns professional misconduct, patient safety, licensing, or regulatory compliance, KETI may refer the matter to the appropriate professional or regulatory authority where required or permitted by law.
KETI may suspend the Doctor's Platform access where reasonably necessary to protect patients, comply with legal or regulatory requirements, protect the Platform, or investigate a material concern.
Grounds for suspension may include loss or expiry of professional licensing, credential irregularities, serious patient complaints, suspected fraud, confidentiality breaches, failure to complete required follow-up, professional misconduct, circumvention of KETI, or other material breaches of this Agreement.
Either Party may terminate this Agreement in accordance with the termination provisions contained herein and applicable law.
KETI may terminate the Agreement where the Doctor commits a material breach, engages in fraud, falsifies professional credentials, loses the legal authority to practise, creates a serious patient-safety concern, materially breaches confidentiality, repeatedly fails to complete required Consultation Cycles, deliberately circumvents KETI, or otherwise materially breaches this Agreement.
Termination shall not extinguish legitimate payment obligations relating to eligible consultations properly completed before the effective date of termination.
Upon termination, the Doctor shall cease representing the Doctor as an active KETI provider and shall cease accessing the Platform except where continued access is expressly authorised for legitimate clinical, administrative, or regulatory purposes.
Nothing in this Agreement guarantees the Doctor a minimum number of patients, consultations, or earnings.
Patient allocation may depend upon patient demand, availability, professional credentials, specialty, Platform operations, and other legitimate operational considerations.
All rights, title, and interest in the KETI Platform, software, technology, branding, systems, interfaces, databases, and related intellectual property shall remain vested in KETI or its licensors.
The Doctor receives only a limited, non-transferable right to use the Platform for authorised professional services during the Term.
The Doctor shall not copy, reproduce, reverse engineer, sublicense, sell, distribute, or misuse any part of the Platform.
The Doctor shall maintain the confidentiality of KETI's non-public business information, technology, pricing, commercial arrangements, patient-matching processes, operational procedures, and other confidential information obtained through the relationship.
Each Party shall comply with all applicable laws and regulations relevant to its obligations under this Agreement.
Where a provision of this Agreement conflicts with a mandatory provision of Ugandan law or a binding professional regulatory requirement, the mandatory legal or regulatory requirement shall prevail to the extent of the conflict.
Where changes to Ugandan healthcare, digital-health, tax, professional licensing, privacy, or data-protection requirements affect the operation of the Platform or the Doctor's services, the Parties shall cooperate in good faith to make reasonable amendments necessary to maintain compliance.
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations for services already rendered) where such failure or delay arises from causes beyond its reasonable control.
Force Majeure events include, but are not limited to: acts of God, national telecommunications or internet infrastructure outages, major cyberattacks, civil commotion, pandemic-related emergency restrictions, or sudden binding regulatory orders issued by government authorities or the UMDPC.
The affected Party shall promptly notify the other Party in writing and exercise reasonable efforts to resume performance as soon as practicable.
Any formal notice required under this Agreement shall be delivered to the contact details provided by the relevant Party and shall be deemed received in accordance with the method and timing agreed by the Parties.
This Agreement constitutes the entire agreement between the Parties concerning the Doctor's participation in the KETI teleconsultation service and supersedes prior representations or understandings concerning the same subject matter, except for any document expressly incorporated by reference.
Any material amendment to this Agreement shall be made in writing and communicated to the Doctor.
No amendment shall be effective where it would cause either Party to violate a mandatory requirement of Ugandan law or professional regulation.
If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, that provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect to the extent permitted by law.
This Agreement shall be governed by, framed under, and construed in accordance with the laws of the Republic of Uganda.
Amicable Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the dispute through informal negotiations within fourteen (14) days of written notice from either Party.
Arbitration: If the dispute is not resolved through negotiation within fourteen (14) days, it shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act (Cap 4) of Uganda.
The arbitration tribunal shall consist of a single arbitrator mutually appointed by the Parties (or, failing agreement within fourteen (14) days, appointed by the Centre for Arbitration and Dispute Resolution - CADER in Kampala). The seat of arbitration shall be Kampala, Uganda, and the proceedings shall be conducted in English.
Nothing in this clause shall prevent either Party from seeking interim injunctive or emergency relief from a court of competent jurisdiction in Uganda to protect its intellectual property, patient safety, or confidential information.
By signing this Agreement, the Doctor confirms that all information and professional credentials provided to KETI are accurate and genuine.
The Doctor confirms that the Doctor understands the twelve-month Term and agrees to provide teleconsultation services in accordance with this Agreement.
The Doctor acknowledges that compensation is based on a 30% share of the patient-paid fee for each eligible completed consultation and eligible follow-up.
The Doctor acknowledges that a consultation is not ordinarily Ready for Payment until the applicable Consultation Cycle has been completed.
The Doctor specifically acknowledges the obligation to conduct the required follow-up where tests are requested, to review available results, explain those results to the patient, and provide appropriate guidance concerning the way forward.
The Doctor acknowledges that KETI may maintain records of the Doctor's earnings and disclose such information where required or permitted by law.
The Doctor acknowledges and consents to KETI's use of the Doctor's name, photograph, qualifications, and approved professional profile for the marketing and promotional purposes described in this Agreement, subject to applicable law.
The Doctor agrees not to circumvent KETI's commercial relationships with Platform-introduced facilities, partners, or Platform-originated patient relationships, subject to applicable law.
The Doctor confirms that the Doctor has read, understood, and voluntarily accepted the terms of this Agreement.
I, ______________________________________________________, expressly authorise KETI AI Solution to use my professional name, photograph, professional title, qualifications, specialty, biography, and approved professional profile information for KETI's marketing, advertising, promotional, public-relations, and Platform-related activities as provided in this Agreement.
I confirm that I have read and understood this consent.