ANAESTHETIST'S TERMS AND CONDITIONS

1.1. These Terms govern the engagement of Services offered by you to the Patients through the Company's Platform. All definitions used in these Terms have been defined under clause 2 below.

1.2. As part of the provision of the Services by you, you agree to be legally bound by these Terms. Your access to the Platform and your provision of the Service is conditional on your acceptance of and compliance with these Terms. If you do not accept these Terms or any part of them, you will not be able to provide the Services on the Patients and/or access the Platform.

1.3. The Company may amend, vary or modify any of these Terms at any time. Any use or continued provision of the Service shall be deemed to be an acceptance of amended Terms by you. If you do not agree to these Terms as amended or varied, you must terminate your engagement with the Company, discontinue the provision of your Services and exit the Platform immediately.

2.1. The definitions and rules of interpretation in this clause shall apply in this Agreement.

2.2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

2.3. The schedule to this Agreement forms part of and is incorporated to this Agreement.

2.4. A reference to a person includes a natural person, a corporate body and an unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors or permitted assigns.

2.5. A reference to a Party shall include that Party's successors, permitted assigns and permitted transferees.

2.6. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender shall include a reference to the other genders.

2.7. A reference to a statute, statutory provision or any subsidiary legislation made under a statute is to such statute, provision or subsidiary legislation as amended or re-enacted from time to time and, in the case of a statute, includes any subsidiary legislation made under that statute from time to time.

2.8. A reference to writing or written includes email and other forms of electronic communication, but shall not include facsimile transmission.

2.9. Where the words include(s), including or in particular or any similar expression are used in this Agreement, they are deemed to have the words “without limitation” following them.

2.10. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

3.1. The Company agrees to provide you with the Platform from which you may provide your Services to the Patients.

3.2. You agree to use the Platform to provide your Services to the Patients.

3.3. The “Services” provided by you to the Patient may include but are not limited to any or all of the following, whether in whole or in part:

1. providing general information about anaesthesia to the Patient;
2. conducting a pre-anaesthetic assessment of the Patient;
3. providing the Patient with a proposed anaesthetic plan; and
4. any other incidental work in connection thereof.

3.4. As consideration for your use of the Platform, you agree to pay the Company a monthly subscription fee for use of the Company's Platform, and an additional variable fee for the Teleconsult Mode (collectively, the “Fees”). You may opt to use other paid Platform features in the provision of your Services to the Patients, in which case the applicable additional fees would apply. The Fees are payable in arrears and the Company will send you an invoice for the Fees on a monthly basis.

3.5. You acknowledge and agree that the Company reserves the right to vary the Fees as the Company sees fit. Your continued use of the Platform and provision of Services on the Platform is conditional on your acceptance of any variation to the Fees. If you do not accept the Fees or any variation thereof, you may terminate your engagement with the Company under Clause 14.2 below, and cease providing your Services via the Platform and/or accessing the Platform.

4.1. You understand and acknowledge that in the course of providing the Services, you will be giving medical advice and providing medical services, which is a regulated activity in Singapore. In relation to your provision of the Services on Platform, you warrant and undertake:

1. to obtain professional indemnity insurance with reasonable coverage on par with industry standards;
2. that you are appropriately and fully licensed to administer the Services by the relevant Authoritative Bodies;
3. that you are validly registered as a specialist in anaesthesiology with the Singapore Medical Council under the Medical Registration Act 1997, and that you will continue to be registered as such up to the termination of your Services, howsoever occurring;
4. that if you wish to provide the Services via remote consultations to the Patients, that:
   1. you have completed the Ministry of Health's telemedicine course;
   2. you either hold an independent OMS License at your own cost, or you agree to be registered as qualified practitioner covered under the Company's OMS License; and
   3. you will provide the Services over teleconsultations in line with the industry standards required of you, including but not limited to adhering to any applicable and prevailing laws, regulations and/or guidelines from the Authoritative Bodies relating to remote telemedicine consultations;
5. to promptly and fully disclose to the Company if you lose the relevant licenses and/or registrations to provide the Services, or if you become at risk of losing such licenses and/or registrations to provide the Services, (i.e., if your license to practice as a specialist in anaesthesiology is unable to renewed for any reason, if you are facing any disciplinary proceedings by the Authoritative Bodies, if you are suspended from medical practice, or if you become subject to a medical malpractice claim);
6. to personally provide the Services with all due care, skill and ability and use your best endeavours to promote the interests of the Company and the Patients;
7. to comply with all applicable legislation, regulations, ethical standards and best practices binding on you as a member of the medical profession in Singapore;
8. to provide the Services in line with the industry standards required of you, including but not limited to adhering to any applicable laws, regulations, guidelines and/or ethical standards from the Authoritative Bodies;
9. to ensure that, where relevant, you have access to a conducive location at which you will perform the Services from, at your own cost;
10. ensure that you have available to you all equipment incidental to your performance of the Services, at your own cost;
11. that, unless you are prevented by ill health or accident, you will make yourself available from time to time as required by the Company to carry out the Services together with such additional time, if any, as may be necessary for your proper performance of the same;
12. to always avail yourself as needed by the Company to provide your Services on the Platform;
13. to promptly communicate with the Company all such information and reports as may be reasonably required in connection with matters relating to the provision of the Services or the Patients;
14. to promptly inform the Patients in the event you have any reason to believe that you are unable to offer the Services to a Patient, for any reason, including but not limited to reasons attributable to the Patient (i.e., that they may not be sufficiently able-bodied enough to withstand surgery and/or undergo anaesthesia);
15. to promptly inform the Company in the event you have any reason to believe or are suspicious that a Patient may be engaging the Services for illegitimate means and that they may be at risk of misusing and/or abuse any drugs administered and/or prescribed by you in the course of your Services;
16. to comply with these Terms and any notices, guidelines and/or amendments to the Terms as provided at any time by the Company on the Platform, including but not limited to any data policies and cyber security policies which the Company may implement and amend from time to time;
17. to comply with all applicable laws and regulations, as may be informed by the Company to you from time to time;
18. not to license, sublicense, sell, resell, transfer, assign or otherwise commercially exploit or make available to any third party any content on the Platform in any way;
19. that you will inform the Company immediately if there has been a change of your mobile number or loss of mobile device, to ensure the security of your personal information;
20. that you will safeguard your login credentials to the Platform, and that you will inform the Company immediately if your access credentials and/or device(s) from which you have access to the Platform becomes compromised in any way, or if you have any reason to suspect the same;
21. not to modify or make derivative works based off any content on the Platform, or reverse engineer or access the underlying software of the Platform for any reason; and
22. not to interfere with or disrupt the Platform or the servers or networks of the Platform, and not to do or attempt to do or permit any other person to do or attempt any act that interferes with, or disrupt the integrity or the Platform and/or Service.

5.1. In the provision of your Services, you will engage in Platform Interaction. You acknowledge and agree that the Platform merely serve as a platform for the Platform Interaction with the Patients and/or other Services Providers and you acknowledge that you are solely responsible for your Platform Interaction with the Patients and/or other Services Providers and/or other parties that you may encounter through the Platforms, including the responsibility for any medical advice, prescription, diagnosis and/or prognosis which you may provide to the Patients.

5.2. You acknowledge that the Company is unable to exert control or influence over the actions, speech or yourself, other Service Providers and/or the Patients and are therefore under no obligation to oversee, monitor or moderate any Platform Interaction, and the Company expressly exclude its liability for any loss, damage and/or claims arising from your Platform Interaction with the Patient, including any claims for medical negligence from the Patients to you.

5.3. If you independently hold an OMS License, you agree that prior to conducting any remote consultation session with a Patient, you will first complete a real-time 2-way interactive audiovisual communications with the Patient. If you are registered as qualified practitioner under the Company's OMS License, you may opt to delegate this real-time interaction to an agent of the Company at a fee of S$[●]. The Company's agent will conduct such real-time initial interaction with the Patient on your behalf.

6.1. You agree and acknowledge that you are voluntarily choosing to provide the Services and expressly assume and accept all risks and responsibility in relation thereto.

6.2. To the greatest extent permitted by law, you hereby waive, release and discharge the Company from any and all claims, causes of action, demands, damages, costs or any other actions for any liability for any personal injury or death in any way whatsoever caused by or relating to your provision of the Services on the Patient on the Platform, howsoever caused.

6.3. For the avoidance of doubt, the Company's failure or delay to act on any of your infringement, non-compliance and/or breach of the Terms or to exercise in any respect any right provided in these Terms shall not be deemed a waiver of any of the Company's rights or remedy to which it is entitled.

7.1. You agree to indemnify and hold harmless the Company and any of its other Service Providers, personnel, representatives, employees, officers and/or subcontractors from and against any and all loss, costs, damages, claims, demands, actions, proceedings, judgments, liabilities and expenses (including but not limited to all legal costs or attorney's fees on a full indemnity basis) which the Company may incur or suffer in connection with or arising from:

1. your use of the Platform;
2. your provision of the Services to the Company and/or the Patients;
3. any dispute you and/or the Patient(s) may have against each other;
4. your negligence, omission, act, conduct, behaviour or otherwise in the course of the Services to the Company;
5. you providing false and/or inaccurate information, or any omission thereof of any material information from you to the Company in relation to your qualifications and/or license to provide the Services; and/or
6. your mishandling of the Patient's Personal Data and/or Confidential Information.

7.2. Nothing in these Terms limits or excludes either party's liability death or personal injury caused by negligence, or any other liability which cannot be limited or excluded by applicable law.

7.3. The Company shall not be liable for any consequential, indirect or special losses suffered by you.

8.1. The Company may in its sole discretion determine that a breach of these Terms has occurred by you. Where the Company considers a breach of these Terms has occurred, the Company reserves the right to take such action as it deems appropriate. Where the Company determined that a breach is capable of remedy, you may be notified of the breach and given 7 days remedy or rectify it within the prescribed time, where time is of essence. A material breach of these Terms may result in the Company taking all or any of the following actions against you:

1. immediate temporary or permanent withdrawal of your right to access of the Platform as a Service Provider;
2. immediate temporary or permanent removal of your account on the Platform as a Service Provider;
3. issuance of a warning to you;
4. where applicable, the Company reserves its right to commencing legal proceedings against you for all loss and/or damages resulting from your breach of these Terms, including but not limited to legal costs; and/or
5. disclosure of such information to law enforcement authorities as the Company determines necessary.

8.2. For the avoidance of doubt, this clause is without prejudice to any other actions that the Company may take against you, including but not limited to its absolute discretion to ban you from the Platform and to terminate its engagement of the Services.

9.1. You represent and warrant that you have full authority to give such consent and authorisation as required under this clause.

9.2. You acknowledge and consent to the Company to collecting, using, disclosing, processing, and/or transmitting your Personal Data for the purposes of you providing the Services to the Company, and any other such ancillary purposes connected thereto, including for the purposes of providing you with updates, notifications and marketing, advertising and promotional information, materials and/or documents relating to products, services or otherwise that the Company may have now or may create in the future.

9.3. You further acknowledge that you will, as a Service Provider of the Company, be collecting, using, disclosing, processing, and/or transmitting Personal Data and Confidential Information belonging to the Patients. You agree to handle such Personal Data in accordance with the Company's guidelines and data protection policies for the same and in any event, in compliance with the prevailing Personal Data laws and regulations, including but not limited to the Personal Data Protection Act 2012.

9.4. If you wish to withdraw your consent to the collection, use, disclosure or processing of your Personal Data as set out above, or if you have any questions relating to your Personal Data, or if you would like to obtain access or make corrections to your Personal Data, please contact our data protection officer in writing at: admin@vanaesa.com.

10.1. You acknowledge that all Intellectual Property rights to or in the Platform belongs to the Company absolutely or has been licensed to the Company, and that you have no rights in them.

10.2. You shall promptly give notice in writing to the Company if you become aware of:

• any infringement or suspected infringement of the Marks or any Intellectual Property Rights that belong to the Company or any misuse or attempted misuse or any unauthorized use of the domain name or any of the Company's other Intellectual Property Rights; or
• any claim or notice arising from the Service that infringes the rights of any third party.

11.1. The Company shall not be liable for any electronic viruses, spyware, or other malware that you may encounter in accessing third-party linked websites as provided to you by any of the Company's Service Providers. You are encouraged to routinely scan your computer, mobile device or other electronic devices as applicable using a reliable anti-malware/anti-virus product and resolve any discovered issues. If your computer, mobile device or other electronic devices from which you access the Platform has been compromised, or if you have to reason to suspect as such, please inform the Company immediately by contacting the Company at admin@vanaesa.com

11.2. The Platform may contain information, content, tools, or services provided by third parties. The Company does not control, verify, endorse, or assume responsibility for the accuracy, reliability, or suitability of information from such third parties. To the fullest extent permitted by law, the Company disclaims all liability for any loss, damage, or injury, whether direct, indirect, incidental, or consequential, arising from or in connection with your use of, or reliance upon, any third-party content, services, or information accessible through this website.

12.1. Any arrangement made between you and the Patients and/or any other Service Providers on the Platform are at your own risk. You understand and agree that you are independent from the Company and that you are not an employee and/or partner of the Company. The Company does not sponsor, endorse, promote and/or advertise your Services for you. Any treatment, medical recommendation, prescription, diagnosis, prognosis, and/or administration of drugs by you to the Patient is made at your own risk. You are deemed to have independently verified the Patient's medical history and independently advised the Patients based on information which you independently gathered from the Patients and/or the Patient's Clinic.

12.2. To the greatest extent permitted by law, the Company shall not be liable to you in contract, tort, including, without limitation, negligence or medical negligence in respect of any damage, loss, cost or expense of whatsoever nature suffered or incurred by you in the provision of your Service to the Patients.

12.3. The Company shall not be responsible for any problems you may face with the Platform. As soon as the Company is informed of any issues of the Platform, the Company may at its discretion attempt to remedy such issues as soon as practicable and to best extent possible, on a no admission of liability basis.

13.1. You accept and acknowledges that in your use and access of the Platform and the provision of the Service, there are events, situations and circumstances beyond the control of the Company. To this end, the Company shall not be liable for any claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages) related to such events including but not limited to the following:

1. the behaviour, actions and/or omissions of the Patients;
2. any claims against you for medical negligence by the Patients;
3. the soundness of your medical advice, recommendation, prognosis and/diagnosis given to the Patients as part of the Service; and/or
4. any data breaches due to external third-party hacking events, including where your Personal Data is compromised from such attack.

14.1. The Company may, at its sole discretion, terminate the Services with immediate effect, if:

1. If the Anaesthetist commits any misconduct affecting the reputation of the Patients, Company, Platform and/or other Service Providers engaged by the Company;
2. If the Anaesthetist commits any serious or repeated breach or non-observance of any of the provisions of these Terms or refuses or neglects to comply with any reasonable and lawful directions of the Company and/or other Service Providers engaged by the Company;
3. If the Company and/or the Service Providers suspect that you may be offering to the Patients the Services for illegitimate means;
4. If the Anaesthetist make any remarks or actions of a sexual or personal nature against any of the Patients or other Service Providers or attempt to engage any of the Patients or other Service Providers in the provision of sexual services;
5. If the Anaesthetist harass or threaten to harass the Company, Patients and/or any of the Service Providers; and/or
6. The Company deems it fit.

14.2. You may terminate the Services with immediate effect at any time by providing the Company with notice in writing at admin@vanaesa.com

14.3. You agree and acknowledge that:

1. the monthly subscription for the Platform's basic services remains payable for the month, even if termination occurs before a full month has lapsed; and
2. the Fees due for use of the Platform's Teleconsult Mode remain payable once Teleconsult Mode has been activated, regardless of whether the patient eventually undergoes anaesthesia administered by the Anaesthetist on the scheduled day of surgery.

15.1. Severability: Each of the clauses and sub-clauses of these Terms operates separately. If any court or relevant authority decides that any of them are invalid, illegal or incapable of being enforced by any rule or law, or public policy, the remaining clauses shall nevertheless remain in full force and effect. Where any clauses and sub-Clauses of these Terms is or becomes invalid, unenforceable or illegal but would be valid, enforceable or legal if some part of the clause were deleted or modified, the clause or part thereof shall apply with such deletions and modifications as may be necessary to give effect to make it valid, enforceable and legal.

15.2. Variation: The Company reserves the right, at its sole and absolute discretion, to modify these Terms from time to time.

15.3. No Partnership: Nothing in these Terms shall constitute or be deemed to constitute a partnership, joint venture or employment relationship between you and the Company and neither of them shall have any authority to bind the other in any way.

15.4. Transfer: The Company and the Anaesthetist reserve the right to assign, transfer or novate or otherwise deal with any of its rights or obligations under these Terms to any other third party. If the Anaesthetist is not able to provide the Services for whatever reason, it will be the responsibility of the Anaesthetist to do a handover of the Patient to a replacement Anaesthetist taking over the case, in accordance with professional and ethical guidelines.

15.5. Third Party Rights: A person who is not a party to these Terms shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 2001.

15.6. Governing Law and Jurisdiction: Disputes shall be governed by and construed in accordance with the law of Singapore. Any Dispute shall be subject to the exclusive jurisdiction of the courts of Singapore.