Moricol Healthcare Limited is a registered healthcare company with registered office House 2, Road 4, Abraham Adesanya Estate, Ajah, Lagos Nigeria. www.moricolservices.com (the “Website”), an online portal connecting Moricol’s Care Providers and Health practitioners around the world with customers. This document comprises the Terms of Use, hereinafter referred to as the “Agreement”, and constitutes a legally binding agreement between you and Moricol Healthcare Limited.
By (a) using the Website as a customer or registering as a care provider on the Website or (b) clicking on a button or link indicating your acceptance thereof, you understand and hereby agree to the terms of the Agreement. You also confirm that you have read and understood what is contained herein. Moricol reserves the right to change or modify these terms at any time and in our sole discretion. If the company makes changes to these terms, we will provide you with notice of such changes, such as by sending an email, posting a notice on our Website or updating the date at the top of the Agreement. Your continued use of the Website or our services will confirm your acceptance of the revised terms. Moricol Healthcare Limited and its Health Practitioners shall jointly be referred to as “Parties” and separately as “Party”.
A. Moricol Healthcare will list the Care Provider / Healthcare Practitioners details (where applicable) and Healthcare Services (as defined herein) on its website for Customers to research and find information.
B.The Customer may use the Website to find information and submit inquiries to the Care Provider or health practitioners for the Healthcare Services or about Healthcare Services from any of our practitioners.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, the Parties hereby agree as follows:
In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:
“Care Provider/Health Practitioner” means a healthcare provider including, but not limited to, hospital, clinic, doctor, caregiver, rehabilitation / physiotherapy center, wellness center, spa center, pharmacy or e-pharmacy, telemedicine, lab services and medical diagnostic center etc. The term shall also include an administrator of a Care Provider’s account on the Website.
“Customer” means those visitors to or users of the Website and/or individuals who contact Moricol Healthcare Limited seeking information on Care Providers for Healthcare Services or any of its products and services. Unless expressly specified otherwise, reference to a Customer shall also include the relatives, guardian, or other agent of a Customer who use the Website or communicate with Moricol on behalf of the Customer.
“Healthcare Services” shall refer to the healthcare, medicinal, telemedicine, in store and online pharmacy, Healthcare travel services or other services to be provided by Moricol and its Care Provider(s).
"Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, trade secrets, publicity rights, database rights, patents, and other intellectual property rights or proprietary rights recognized by law.
“Rates” means the fees charged by Moricol and its Care Provider to the Customer for the Healthcare Services.
Subject to compliance with this Agreement, Moricol grants its Health practitioners and Care Provider a limited, non-exclusive license to use the website to the fullest extent permitted by applicable law, this license granted to use is non-transferable. The Health Practitioner and Care Provider may not copy (except as expressly permitted by this license and any other applicable terms, conditions, or usage rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Website or the content therein. The Health Practitioner and Care Provider is responsible for maintaining the secrecy of their passwords, login name/user-id and account information at all times and shall be directly responsible for any and all use of the Website by anyone using their login information and password whether with or without their permission. Healthcare Practitioner and Care Providers hereby agree and warrant to:
WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO ACCURACY OF THE DATA PROVIDED BY THE CUSTOMERS, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT
All Intellectual Property Rights in and to the Website and its entire contents, features and functionality (including but not limited to all information, software, code, algorithms, database, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by Moricol Healthcare Limited, its suppliers, and licensors. Moricol Healthcare Limited reserves all rights not expressly granted to you.
Moricol Healthcare Limited shall list the Healthcare Practitioner, Care Providers and Healthcare Services on its Website and enable the Customers to find a Healthcare Practitioner and Care Provider and details for the Healthcare Services required. The Healthcare Practitioner and Care Provider may offer its designated facilities and medical care and treatment including health checks, diagnosis, tests, investigations, surgeries, facilitation of health and travel services, dispensation of medicines in its super and subspecialties to the Customers using the Website.
Subject to the terms of the Agreement, Moricol Healthcare grants to the Healthcare Practitioner, Care Provider and they accept a non-exclusive, non-transferable, limited right to have access to and to use the Website and Services for the term of the Agreement.
The aforementioned right does not extend to: (a) make the Service, in whole or in part, available to any other person, entity or business; (b) modify the contents of the Service and the Website or use such content for any commercial purpose, or any public display, performance, sale or rental other than envisaged in the Agreement; (c) copy, reverse engineer, decompile or disassemble the Service or the Website, in whole or in part, or otherwise attempt to discover the source code to the software used; or (d) modify or combine the System with any other services not provided or approved by Moricol Healthcare Limited.
The Health Practitioner, Care Provider and Customers must register an Account with Moricol Healthcare in order to use the Services. In the situation in which the Healthcare Practitioner, Care Provider or Customer does not provide any information and requests Moricol Healthcare to identify the necessary or relevant types of information in order to complete the profile details, the users take full responsibility for any wrong or inaccurate information filled in by Moricol Healthcare in the account. The users have the obligation to check and eventually correct any inaccurate information. The Healthcare Practitioner, Care Provider and Customer agrees to provide accurate, current and complete information about the practice and Care Provider’s credentials and customer details as prompted by the registration and profile forms.
By establishing an account with Moricol Healthcare, the Healthcare Practitioner, Care Provider and Customer represents that they are at least 18 years of age, or of the legal age of majority as allowed within the host country.
Healthcare Practitioner and Care Provider agrees to be vetted for verification by Moricol Healthcare of their identity and credentials as a healthcare practitioner and to their ongoing qualification as such.
As part of the registration process and at any time thereafter, Healthcare Practitioner and Care Provider may be required to provide Moricol Healthcare with various information such as licenses, qualifications, area of expertise, accreditations and other information in order to prove their credentials as a valid healthcare practitioner in the field they claim ("Credential Information"). Moricol Healthcare may verify such Credential Information or may ask the Healthcare Practitioner or Care Provider for additional information. Moricol Healthcare may also make enquiries from third parties to verify the authenticity of their Credential Information. Healthcare Practitioner or Care Provider authorizes Moricol Healthcare to make such enquiries from such third parties, and Healthcare Practitioner or Care Provider agrees to hold them and Moricol Healthcare harmless from any claim or liability arising from the request for or disclosure of such information. Healthcare Practitioner or Care Provider agrees that Moricol Healthcare may suspend or terminate their access to the website and its services at any time if they are unable at any time to determine or verify their Credential Information. Moricol Healthcare reserves the right to carry out re-verification of Credential Information as and when required, and the above rights and commitments will extend to re-verification as well.
Healthcare Practitioner or Care Provider shall also keep their Credential Information updated and will inform Moricol Healthcare immediately should any portion of their Credential Information be revoked, cancelled or expire.
The Healthcare Practitioner, Care Provider or Customer will implement and maintain appropriate administrative, physical and technical safeguards to protect their account from access, use, or alteration.
Healthcare Practitioner, Care Provider will not permit any third party to have access to or to use the account or the Services without Moricol Healthcare’s prior written consent. Healthcare Practitioner or Care Provider will not allow any third party to access the account or provide information to Customers on the Website. Healthcare Practitioner or Care Provider will promptly notify Moricol Healthcare of any order or demand for compulsory disclosure of health information if the disclosure requires access to or use of the account or Services.
8.1.The scope of service of each Party shall be as defined below with the role of Mya Care being primarily to present the list and details of Care Providers to the Customers and to enable the Customers to contact the Care Providers to receive information and/or estimates for the Services offered.
8.2.The specific obligations of each Party shall be as follows:
I. Duties and obligations of the Healthcare Practitioner or Care Provider:
1.General
Healthcare Practitioner or Care Provider shall:
a.Provide Customers with timely and accurate information regarding the Healthcare Services and any attendant risks;
b.Maintain as confidential and keep secure all information regarding a Customer and any other data received from Moricol Healthcare Limited, and not disclose or use any information regarding a Customer or any other data received from Moricol Healthcare Limited other than for the purposes of this Agreement or the provision of the relevant Healthcare Services;
c.Comply with all applicable privacy and information laws and regulations so far as they relate to the Care Provider's collection of Customer’s personal and health information
d.Have no objection to the display of its name on any advertisement or publicity material
e.. Provide up to date information of the Healthcare Practitioner, Care Provider, specialties, Doctors and Doctor profiles to Moricol Healthcare Limited at all times. Updates can be sent over by email to Moricol Healthcare Limited, in which case the Healthcare Practitioner or Care Provider fully authorizes Moricol Healthcare to update and/or edit/remove information on the profile on their behalf. The Healthcare Practitioner or Care Provider authorizes Moricol Healthcare to make updates and/or any edits/removals on their profile as Moricol Healthcare directly finds updated information, and also to add other information about Moricol’s complementary collaborators
f.Not make derogatory remarks about Moricol Healthcare Limited or its business model and not do anything which has the effect of disparaging the image of Moricol Healthcare in the eyes of the public in general;
g.Extend maximum co-operation to Moricol Healthcare Limited for the fulfillment of the objectives and purpose of this Agreement;
Healthcare Practitioner or Care Provider shall not use the Services to:
a.Post, publish or transmit any Content which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, violent, vulgar, obscene, profane, hateful, or racially or ethnically or otherwise objectionable, such as images or content that is obscene, sexually explicit or contains nudity, indecent, defamatory, hateful or intolerant in nature or in violation of the laws of any jurisdiction
b.Encourage, conduct activity that is criminal, would give rise to civil liability or would otherwise violate any law
c.Impersonate a person or entity or falsely state their affiliation with a person or entity
d.Upload, post, transmit or otherwise make available any Content that infringes the rights of another party including but not limited to trademark, copyright and other intellectual property rights
e.Transmit or otherwise make available any material on or via the Website that contains software viruses or any other computer code, files designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
f.Use any automated scripts or “robots” to access, copy, or manipulate any content provided on this Website
g.Engage in denial of service attacks upon the servers that publish this Website
h.Breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
Moricol Healthcare Limited may:
a.Promote the business, Moricol may take steps to disseminate information to the prospective Customers, examples include:
b.Refer Customers to the Healthcare Practitioner or Care Provider for the Services, but at no time will Moricol recommend one Healthcare Practitioner or Care Provider over another;
c.Extend maximum co-operation to the Healthcare Practitioner or Care Provider for the fulfillment of the objectives and purpose of this Agreement
d.Not make derogatory remarks about the Healthcare Practitioner or Care Provider
e.Not do anything which has the effect of disparaging the image of the Healthcare Practitioner or Care Provider in the eyes of the public in general.
Moricol Healthcare Limited makes no representation that the usage of this Website, or the content provided herein, will not violate the laws of your local jurisdiction. You are responsible for the laws of your jurisdiction. Do not use this Website if such usage violates the law of the jurisdiction in which you reside. We reserve the right but are not obligated to limit access to our services to any entity, in any geographic region or jurisdiction. We may exercise this right on a case-by-case basis. All descriptions of services and investments are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any service at any time.
Ratings:Healthcare Practitioner or Care Provider may receive a rating from Customers, from 1 to 5 stars. Ratings provided by the Customer will automatically be posted on the Website.
Feedback:Together with the rating, Moricol may allow submission of feedback about the Healthcare Practitioner or Care Provider. The Healthcare Practitioner or Care Provider hereby understands and agrees that Moricol has the unrestricted right to decide whether to post and display the feedback in any way or form as considered appropriate by Moricol Healthcare Limited. Moricol may also consider Healthcare Practitioner or Care Provider’s input when deciding whether to publish or remove feedback from the Website. Also, the Healthcare Practitioner or Care Provider hereby agrees and understands that Moricol Healthcare Limited may collect additional feedback directly from the Customers or from any third party.
Healthcare Practitioner or Care Providers are not permitted to allow associates or staff to provide Ratings or Feedback.
Reviews:Moricol reserves the right to post third party reviews about Healthcare Practitioner or Care Providers, such as Google Reviews, Facebook reviews, and reviews submitted by third party partners.
The Healthcare Practitioner or Care Provider also indemnifies and agrees to hold harmless Moricol Healthcare Limited and its shareholders, officers, directors, employees and affiliates from and against all and any claims, damages, costs, suits, judgments, decrees, loss of profit, business and/or goodwill and expenses (including reasonable legal fees), based upon, relating to, or arising out of a posting and displaying of such ratings, feedbacks or reviews collected as per the specification of this clause.
10.1. Healthcare Practitioner or Care Provider hereby acknowledges that it may receive Customers’ personal data including without limitation health-related information. Healthcare Practitioner or Care Provider represents and warrants that it will, at all times during the use of the Services and thereafter, comply with all applicable local and international laws that may now or hereafter govern the collection, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of personal data.
10.2. Moricol Healthcare Limited will treat personal data relating to Healthcare Practitioner, Care Provider and Customers in accordance with its Privacy Policy, which is incorporated by reference herein.
The Services, the Website, and information provided by Customers is provided "as is" and "as available" basis without any warranty of any kind, expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You are solely responsible for any and all acts or omissions taken or made in reliance on the system or the information in the system, including inaccurate or incomplete information. Moricol Healthcare Limited disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the system. Moricol Healthcare Limited will use best efforts to ensure that the Website and Services are available but does not guarantee or warrant that they will be continuously available or free from interruption.
You acknowledge that Customers have access to the system and are receiving our services. Such Customers have committed to comply with the applicable Terms & Conditions and with our policies and procedures concerning use of the system; however, the actions of such Customers may be beyond our control. Accordingly, we do not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability, or restricted use of any information on the system resulting from any Customer's actions or failures to act.
NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, MORICOL HEALTHCARE LIMITED SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE DAMAGES OR LIABILITIES OF ANY KIND, OR FOR LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AND MORICOL HEALTHCARE LIMITED AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND MORICOL HEALTHCARE LIMITED.
13.1. The Parties shall indemnify, hold harmless and defend each other and its shareholders, officers, directors, employees and affiliates from and against all and any charges, claims, damages, costs, suits, judgments, decrees, losses, expenses (including reasonable legal fees), penalties, demands liabilities and causes of action, of any kind or stature (“Claims”) asserted by third parties, based upon, relating to, or arising out of a breach or claimed breach or failure of any of the covenants, representations or warranties under this Agreement.
13.2. The Healthcare Practitioner or Care Provider shall also indemnify, hold harmless and defend Moricol Healthcare Limited and its shareholders, officers, directors, employees and affiliates for Claims relating to (a) any unlawful disclosure of Customer information (including without limitation health information) by Care Provider, and (b) damage, death, injury, other mishap or any complications that require additional treatment suffered by the Customer due to the negligence of the Healthcare Practitioner or Care Provider and/or its staff in the performance of the Healthcare Services.
13.3. It is expressly clarified that Moricol Healthcare Limited is not obligated to indemnify, hold harmless or defend Healthcare Practitioner or Care Provider from Claims asserted by a Customer and/or his relatives or guardians concerning the Healthcare Services provided by the Healthcare Practitioner or Care Provider.
14.1. The Parties agree to maintain and hold in strictest confidence, confidential information with respect to the affairs of each other. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Parties including, but not limited to, this Agreement and its terms thereof, the scheme of the Arrangement between the Parties, the business model of Moricol Healthcare Limited and its working methodology, Customer data, research, product plans or other information regarding either Party’s products or services and markets therefore, customer lists and customers, finances or other business information. The Parties shall however be permitted to disclose the Confidential Information of the other Party to the Healthcare Practitioner or Care Provider and/or the Customer to the extent required for the purpose of this Arrangement.
14.2. Healthcare Practitioner or Care Provider also agrees to maintain adequate administrative, technical, and physical safeguards to protect the confidentiality of protected health information of the Customers. Any breach of security or unlawful disclosure of health information of a Customer shall be reported to Moricol Healthcare Limited within two (2) days of the learning of such breach or disclosure and may be a ground for termination of this Agreement.
14.3. It is clarified that Moricol Healthcare Limited shall not be responsible for any claim arising under this Clause due to breach of Confidentiality by the Healthcare Practitioner or Care Provider and neither shall be liable to indemnify Moricol for any losses arising as a result of the same.
14.4. The provision on confidentiality under this Clause is binding and shall survive the termination of this Agreement by the parties.
15.1. Termination with cause
Either Party may terminate this Agreement if:
15.2. Either Party may terminate this Agreement at will, after giving 15 days’ prior written notice of the same to the other Party. Moricol Healthcare Limited may terminate this Agreement immediately if it determines in its sole discretion that the treatments provided by a Healthcare Practitioner or Care Provider are inconsistent with generally accepted practices or standards, regardless of whether they are legal in the Healthcare Practitioner’s or Care Provider’s jurisdiction.
16.1. Any claim, controversy, difference or dispute between the Parties shall be attempted to be resolved through mutual negotiations within a period of 30 days from the date of such dispute arising.
16.2 If the dispute is not resolved by negotiation within the above referred 30 days, the Parties shall be bound to submit all disputes and differences howsoever arising out of or in connection with this Agreement to arbitration by sole arbitrator appointed by mutual agreement of the Parties, or in the absence of such an agreement within 15 days after a Party first proposes an arbitrator, the dispute shall be resolved by an arbitral tribunal composed of three arbitrators, one of whom shall be appointed by each Party within 15 days after expiry of the 15 days period. The third arbitrator shall be selected by the mutual agreement of the first two arbitrators within 15 days after the last of the first two arbitrators has been appointed.
The language to be used in the arbitration proceedings shall be English. The award of the arbitration proceedings will be final and binding on all Parties to the Agreement.
This Agreement is governed by and is to be construed in accordance with the laws of the host country or residence. The courts of residence shall have exclusive jurisdiction with respect to all actions arising out of or in relation to this Agreement, its performance or breach thereof.
Moricol Healthcare Limited respects the intellectual property rights of others and expects the users of its services to do the same. If you believe that any content appearing on the Website has been copied in a way that constitutes copyright infringement, please forward the following information to Moricol, Healthcare Limited.
18.1. Survival:Termination of this Agreement will not terminate, affect, or impair any rights, obligations, or liabilities of either Party, which may accrue prior to such termination or those provisions which by their sense and context should survive shall survive any termination or expiration of this Agreement.
18.2. Non-Solicit:During the Term of this Agreement, Either Party will not, without the Other Party’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of the Other Party or its affiliates to terminate employment with, or cease providing services to, the Other Party or its affiliates.
18.3. Assignment:This Agreement shall not be assigned, in whole or in part, by the Healthcare Practitioner or Care Provider, without the prior written consent of Moricol Healthcare Limited. However, Moricol may assign this Agreement, at its discretion, to such affiliate/s as it may deem fit without prior notification to the Healthcare Practitioner or Care Provider. Further, this Agreement shall continue and will remain unaffected by reason of change in control of Moricol Healthcare Limited. This Agreement will be binding upon and will inure to the benefit of the Parties and their representatives and respective successors and permitted assigns.
For the purposes of this Agreement, “change in control” shall mean the direct or indirect change in the ownership, operation or control of Moricol Healthcare Limited whether resulting from merger, acquisition, share transfer / subscription, consolidation or otherwise.
18.4. Waivers:No Party will be deemed to have waived any of its rights, powers or remedies hereunder unless that Party approves such waiver in writing.
18.5. Entire Agreement:This Agreement, including any and all attachments/Exhibits hereto, constitutes the entire agreement between the Parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby.
18.6. Severability:Each section of this Agreement is severable. If any provision is held unenforceable by a court of competent jurisdiction, such ruling shall not impair any other provision that remains intelligible and all other provisions shall continue in effect.
18.7. Force Majeure:Moricol Healthcare Limited shall not be liable for any delay or failure in performance due to acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, pandemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed. Moricol Healthcare Limited is not responsible for server downtime under any circumstances.
18.8. Compliance with Laws:Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement and shall be individually liable for any and all non-compliance of any regulation/law/guideline/order etc. on its part.