Adviser Agreement with yapili B.V.
This is the Adviser Agreement with yapili B.V., a legal entity incorporated under Dutch law, established in Jacob Catsstraat 67, 2274GT Voorburg, the Netherlands (“YAPILI”), and the health professional, agreeing to provide their services through YAPILI through the website https://yapili.com (the ”Website”), and any successors, assignees or subrogated persons to such Adviser (the “Adviser“).
This agreement sets out the mutual rights and obligations of YAPILI and the Adviser (the “Adviser Agreement“).
This Adviser Agreement was last changed on January 31, 2019.
1. SERVICES
YAPILI is a facilitation platform that connects people subscribing for the services of YAPILI through the Website (”Advisees”) and Advisers for health advice and follow-up. YAPILI provides Advisers and Advisees the ability to create a personal profile, and the functionalities to exchange messages and store personal data (the ”Services”). YAPILI is not in any way responsible for the information provided on the Website. The Advisee and the Adviser are solely responsible for their interaction through the Website and any legal consequences thereof. YAPILI is not in any way responsible for damage, loss or legal claim that may result from this interaction.
YAPILI will make the Website accessible and secure to the Adviser to connect, exchange information and communicate in order to provide health advice and follow-up with Advisee(-s) who may or may not be residing within the jurisdiction of where Adviser is a licensed health professional to practice as physician, nurse, midwive, mental health worker, or sexual health and/or HIV counsellor.
Advisers sign up via the Website and are given access to use the Website upon verification of his or her license to practice medicine. Upon this verification, Advisers who accept the Adviser Agreement are able to follow a number of Advisees based on their indications of availability for health advice and follow-up.
2. NO MEDICAL TREATMENT
YAPILI does not and is not under any obligation to provide any medical services, including health advice or follow-up, and does not become involved with medical treatments. YAPILI shall not be a party to any (medical) agreement entered into between Adviser and Advisee.
3. ADVISERS
3.1 Valid license
Adviser warrants that he or she is a licensed health professional and that he or she holds the required active licenses, certifications and/or credentials necessary to practice their said activity within the jurisdiction of his or her place of residence. If required, the Adviser shall promptly renew his or her licenses required to continue providing their services and notify YAPILI thereof. YAPILI does research and verification of licensing documents provided by all Advisers.
3.2 Compliance with medical laws
Adviser warrants that he or she shall at all times abide by and be compliant with the medical regulations and disciplinary law of the jurisdiction in which he or she resides and is licensed as a health professional. YAPILI shall not be held liable for damages incurred due to Advisers not complying with the medical laws of their respective jurisdictions. For Advisers not residing and licensed in non-Sub-Saharan African areas, the Adviser warrants that he or she has prior experience and/or expertise in practicing medicine within Sub-Saharan African contexts.
3.3 Acceptable use of the Website
Adviser shall provide health advice and follow-up to a maximum number of Advisees as indicated by the Adviser himself or herself during the registration process to the Website (maximum of 10 Advisees). Adviser warrants that if his or her availability to follow Advisees through the Website has changed (e.g. illness, vacation, etc.), he or she will notify YAPILI immediately thereof in accordance with Article 10.
Advisees shall agree to respond to any request for health advice or follow-up made by an Advisee within a timely manner (48 hours maximum). YAPILI has implemented automatic reminders and alerts to the Adviser to ensure he or she is sufficiently and regularly notified of outstanding requests.
Advisers shall agree, if and when contacted by Advisees seeking emergency medical assistance or medical advice for urgent matters, to immediately advise these persons to seek in-person medical attention.
Adviser warrants that he or she possesses the hardware and software required for him or her to access and use the Website and its functionalities. Adviser shall further safeguard his or her login credentials to the Website ensuring no one else is able to use the Website under his or her name.
When joining the Website, Adviser agrees to abide by the Terms of Use of the Website. Adviser shall not contact or seek to contact Advisees other than through the Website, and shall not store personal data of Advisees on any device or make prints or copies of any information provided to him or her by Advisees through the Website. Furthermore, Adviser shall not share with any third parties or make publicly available any information he or she receives from Advisees as per minimum standards of the Privacy & Cookie Policy, and always in accordance with laws in the country of residence.
If Adviser does not comply to these clauses, YAPILI has the right to terminate the Adviser Agreement.
3.4 Medical liability insurance
YAPILI strongly recommends for all Advisers to ensure that he or she is covered by a valid medical liability insurance plan at all times when providing services through YAPILI.
YAPILI shall in due course reimburse Adviser for expenses incurred by Adviser in connection with purchasing a medical liability insurance plan. Each such expenditure shall be reimbursed only if: (i) with respect to costs in excess of €100, individually, Adviser receives prior approval from YAPILI of such expenditure, and (ii) with respect to costs less than €100, individually, provided Adviser furnishes to YAPILI adequate records and other documents reasonably acceptable to Company evidencing such expenditure.
Requests for approval as well as the records evidencing the expenditure should be addressed to YAPILI within 7 days of purchasing a medical liability insurance plan in accordance with Article 10.
Advisers shall bear the risk of not being reimbursed in case of YAPILI’s bankruptcy.
3.5 Independence of Adviser
YAPILI has taken a number of legal measures, i.e. the irrevocable third party stipulation (onherroepelijk derdenbeding) by the Advisee, coverage of Advisers’ by a medical liability insurance plan, etc., in an effort to protect Advisers agreeing to provide their services through the Website.
Adviser operates through the Website as an independent user and understands that he or she is not employed or contracted by YAPILI for any purpose. Adviser shall indemnify and hold harmless YAPILI for any third party claims resulting from or in connection with any advice and follow-up provided to Advisees via the Website or Advisers’ use of the Services.
4. NON LIABILITY
YAPILI shall not be liable for damages of Adviser resulting from or arising in connection with the use of the Website and the Services; this includes, among others, (1) damages resulting from malfunctioning of the Website, (2) miscommunications between Adviser and/or Advisee, (3) Adviser and/or Advisee acting in violation of the provisions set out in the Adviser Agreement, the Advisee Agreement and the Terms of Use, (4) inability of Advisers to use the Website and/or Services through the Website, (5) immaterial damages suffered by Adviser, (6) or the loss of any information uploaded or provided on the Website, etc., but excludes damages resulting from gross negligence, wilful misconduct or fraud by YAPILI.
YAPILI shall not be liable for damages of Advisers resulting from or in connection with YAPILI sharing or making available information if YAPILI is required to do so by law, regulation or governmental or court order as per the Privacy & Cookie Policy.
5. PAYMENT
YAPILI offers complementary revenue based on monthly Key Performance Indicators including Adviser’s median response time to users request for health advice (i.e. opening a case), the number of Advisees assigned at end of the month, and the number of cases closed during the month. The complementary revenue is provided upon YAPILI’s sole discretion and cannot be viewed as acquired right. Advisers have no right to charge expenses or costs (except for the expenditure by Adviser related to purchasing a medical liability insurance plan as per Clause 2.4) to Advisee or YAPILI.
6. NO EMPLOYMENT
This Adviser Agreement does not constitute and cannot be construed as an employment contract, agency contract or mandate contract between YAPILI and Adviser.
7. DATA PROTECTION
Adviser acknowledges that he or she understands YAPILI’s Terms of Use and the Privacy & Cookie Policy and confirms that he or she knows, inter-alia:
- that certain information regarding Advisers, is being collected;
- that information regarding Advisers (such as first name, country of residence, age, and medical specialty) will be transferred to countries outside the EEA, which may not provide an adequate level of protection;
- the purpose for which the information is being collected;
- the intended recipients of the information;
- the nature of collection and retention of the information; and
- the various rights available to such Adviser in respect of such information.
As stipulated in the Privacy & Cookie Policy, personal information is treated as strictly confidential and YAPILI has taken the appropriate technical and organizational security measures against loss or unlawful processing of this data, including secure servers, firewalls and encryption, and physical safeguard of the locations where data are stored.
As part of the Services offered through our Website, personal information provided (i.e. username, gender, country of residence, and medical specialty) may be transferred to countries outside of the European Economic Area (“EEA”) to a country or territory whose laws may not provide adequate levels of protection to personal information. In addition, if Users use the services while they are outside the EEA, their personal information, including sensitive personal information, may be transferred outside the EEA in order to provide them with those services.
If YAPILI transfers information outside of the EEA in this way, YAPILI will take the appropriate steps to ensure that the privacy rights of Users continue to be protected.
8. CHANGES OF CONDITIONS AND OF TERMS
This Adviser Agreement, as well as Terms of Use and the Privacy & Cookie Policy may be changed over time.
In case of any amendments and changes, YAPILI shall request express consent from Adviser to amendments and changes to the Adviser Agreement, the Terms of Use and the Privacy & Cookie Policy. YAPILI shall highlight such amendments and changes when requesting consent. If Adviser does not consent to those amendments and changes, YAPILI has the right to terminate the Adviser Agreement.
In case of any conflict between the Adviser Agreement and the Terms of Use or Privacy & Cookie policy, the terms of the Adviser Agreement shall prevail.
9. TERMINATION
In case of termination, Advisers’ personal data will be removed where applicable as per Privacy & Cookie Policy.
9.1 Termination by YAPILI
YAPILI has the right to terminate the Adviser Agreement if one or more of the following conditions or circumstances occurs:
- YAPILI has reasonable grounds to suspect that information provided by Adviser is untrue, inaccurate or incomplete;
- YAPILI has reasonable grounds for suspecting any illegal, fraudulent or abusive activity on part of such Adviser;
- YAPILI is unable to verify or authenticate any information provided by Adviser;
- Adviser’s license(s) to practice medical services has or have expired;
- Adviser repeatedly fails to respond to Advisee requests for health advice and follow-up within the stipulated 48-hour time period (where requests for advice and follow-up fall within the Advisee quota indicated by the Adviser at sign-up);
- YAPILI receives (numerous) complaints from Advisee(-s) about Adviser’s behaviour and/or advice and follow up;
- Adviser breaches any terms and conditions of the Adviser Agreement, the Terms of Use, the Privacy & Cookie Policy, or applicable law;
- Adviser does not accept changes to any of the following: the Adviser Agreement, the Terms of Use and the Privacy & Cookie Policy;
- YAPILI decides to end their services.
9.2 Termination by Adviser
Adviser has the right to terminate the Adviser Agreement. He or she can do so at all times by contacting YAPILI in accordance with Article 10.
10. NOTICES AND COMPLAINTS
10.1 Notices
All notices, reports, claims, requests, demands and other communications between YAPILI and the Adviser in connection with the Adviser Agreement shall be in writing and shall be deemed to have been duly given if written in English and forwarded by registered mail, telefax, hand delivery or other means of communication to:
yapili B.V., Jacob Catsstraat 67, 2274GT Voorburg, the Netherlands
E-mail: info@yapili.com
Notices shall have been received or deemed to have been received by the intended recipient on the date of registered delivery or upon signed receipt for hand deliveries, as the case may be.
10.2 Responses to notices
YAPILI will do its utmost effort to respond to each notice within 48 hours upon receipt of such notice. In case the notice cannot be considered or resolved by YAPILI directly,YAPILI may decide to consult and/or employ a third party with a sole purpose to respond to such notice in a most competent and efficient manner.
11. MISCELLANEOUS
11.1 Governing law
This Adviser Agreement and any non-contractual obligation arising out of or in connection with it are governed exclusively by the laws of the Netherlands.
11.2 Dispute and Jurisdiction
All disputes arising out of or in connection with this Adviser Agreement, including disputes concerning its existence, its validity and any non-contractual obligation, shall at first instance be resolved through negotiations between parties and in case of failure to reach settlement, will be resolved by the competent courts in The Hague, the Netherlands.
11.3 Invalidity
If any of the provisions in the Adviser Agreement becomes (partially) void, the Adviser and YAPILI will continue to be bound by the remainder of the same. YAPILI shall replace the void part by provisions that are valid and have legal effect that correspond with those of the void part as much as possible, taking into account the content and the purpose of these terms and conditions.