Provider Service Agreement

This Provider Service Agreement ("Agreement") constitutes a legally binding contract between you ("Provider", "Doctor", or "You") and off.clinic ("Platform", "We", or "Us"). By registering as a Provider on the Platform, you agree to be bound by these terms.

off.clinic is operated by EXPAND TECHNOLOGIES SRL, registered in Romania (CUI: RO 28673660, Reg. Com: J35/2921/2015), with headquarters at Str. Piatra Craiului 7, Ghiroda, Jud. Timiș, 307200, Romania. Contact: support@off.clinic.

1. Engagement and Relationship

1.1. Independent Contractor Status. You acknowledge and agree that you are an independent contractor and not an employee, agent, joint venturer, or partner of off.clinic. You retain sole and absolute discretion regarding your medical judgment, diagnosis, and treatment recommendations.

1.2. No Employment Benefits. As an independent contractor, you are not entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or workers' compensation coverage from off.clinic.

1.3. Non-Exclusivity. This Agreement is non-exclusive. You remain free to provide medical services to other patients, clinics, or platforms, provided such activities do not breach your confidentiality obligations under this Agreement.

2. Professional Representations and Warranties

2.1. Licensure and Credentials. You represent and warrant that you currently hold a valid, unrestricted, and active license to practice medicine in the jurisdiction(s) where you are located and/or where you provide services. You agree to immediately notify off.clinic of any suspension, revocation, restriction, or investigation regarding your medical license.

2.2. Standard of Care. You agree to provide medical services through the Platform in accordance with the current standard of care applicable to your specialty and in compliance with all applicable laws, regulations, and ethical guidelines.

2.3. Scope of Practice. You agree not to provide services outside your authorized scope of practice or specialty. You acknowledge that the Platform is designed for non-emergency medical consultations and second opinions, and you agree to direct patients to emergency services when appropriate.

3. Platform Usage and Fees

3.1. Platform Services. off.clinic provides the technology infrastructure, payment processing, and administrative support to facilitate your practice. We do not provide medical services. The Platform is operated by EXPAND TECHNOLOGIES SRL (VAT/CUI: RO 28673660, Reg: J35/2921/2015), located at Str. Piatra Craiului 7, Ghiroda, Jud. Timiș, 307200, Romania. Contact: support@off.clinic.

3.2. Service Fees (Technical Fee). In consideration for the Platform services, off.clinic shall retain a fixed platform fee of 20% (VAT included) from each transaction. This fee covers technology, secure document storage, marketing, and payment processing. You authorize off.clinic to automatically deduct this technical fee from your gross earnings prior to remitting the net balance to your connected payout account. Currency and Exchange Rate: All prices for consultation packages on the Platform are set and expressed in Euro (EUR). For entities operating in Romania, patient invoices and technical fee invoices will be calculated and issued in Romanian Leu (RON) using the valid daily exchange rate communicated by the National Bank of Romania (BNR) on the invoice date.

3.3. Payouts and Netting. off.clinic will issue an invoice to you for the 20% Technical Fee on a monthly basis (consolidating the fees for all your completed consultations in the previous month). The amounts collected from patients on your behalf will be transferred to your designated bank account (via Stripe Connect) after automatically deducting the technical fee (netting). You are solely responsible for all taxes, duties, and reporting (such as RO e-Factura) applicable to your income and the invoices issued to your patients.

4. Timely Delivery and Service Level Agreement (SLA)

4.1. Expected Response Time (SLA). When setting up your consultation packages, you define an "Expected Response Time" or SLA (Service Level Agreement), representing the maximum time allowed to deliver your medical opinion. This timeframe is calculated exclusively in business hours (9 AM - 9 PM) according to your local timezone, excluding night hours.

4.2. SLA Breach and Patient Refunds. To maintain a predictable and reliable service for patients, failing to deliver the medical opinion within your self-defined SLA will result in the automatic expiration of the consultation request. If a request expires due to exceeding the SLA, the patient will receive a full and automatic refund. In such cases, no consultation fee is earned by you, and off.clinic will not charge any technical fee.

5. Privacy and Data Security

5.1. Data Controller/Processor. For the purpose of providing medical services, you act as an independent Data Controller regarding Patient Health Information (PHI). off.clinic acts as a Data Processor on your behalf.

5.2. Confidentiality. You agree to maintain the strict confidentiality of all patient information in accordance with GDPR (General Data Protection Regulation), HIPAA (if applicable), and local patient privacy laws. You shall not disclose patient data to any third party except as required for treatment or by law.

6. Liability and Indemnification

6.1. Professional Liability. You are solely responsible for your professional acts and omissions. You agree to maintain appropriate professional liability insurance (malpractice insurance) with coverage limits appropriate for your practice and jurisdiction.

6.2. Indemnification. You agree to indemnify, defend, and hold harmless off.clinic, its officers, directors, and affiliates from and against any and all claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to: (a) your medical services, advice, or treatment; (b) your breach of this Agreement; or (c) your violation of any law or the rights of a third party.

7. Term and Termination

7.1. Termination at Will. Either party may terminate this Agreement at any time, with or without cause, upon written notice to the other party.

7.2. Effect of Termination. Upon termination, you must complete any outstanding consultations or facilitate the transfer of care. Access to the Platform will be revoked, subject to your right to access patient records as required by law.