VIRTUAL CONSULTANT AGREEMENT
This Agreement is hereby executed BETWEEN Finnblue Technologies Nigeria Limited (RC1825779) a company registered in Nigeria and having its address at No.10 Hughes Avenue, Alagomeji Yaba Lagos, Nigeria (subsequently referred to as “Finnblue Nigeria” or “the Company”), which expression shall where the context so admits include its legal representatives, assigns or proxies of the one part;
AND
I, a Medical Practitioner more particularly described and identifiable by my bio-data, photograph and certificates (subsequently referred to as the “registration details”), which I have in furtherance of the terms and conditions herein contained uploaded on a website (gomed.ng) and an internet-based mobile application known as ‘GoMed’ (both subsequently referred to as GoMed Platforms).
Subsequent reference to me in this agreement shall be as “the Consultant” or “the Doctor”. Finnblue Nigeria and the Consultant are hereinafter individually referred to as “Party” and jointly referred to as “Parties”.
1. WHEREAS
a) Finnblue Nigeria is the intellectual property owner and operator of GoMed Platforms), which operates an online market place providing safe health products and services within Nigeria.
b) The Consultant is trained in the field(s) described in the uploaded certificates (subsequently referred to as the “relevant field”), has acquired all proficiency and an active practice license to consult in the relevant field for a period beyond the term of this agreement.
c) The Consultant is permitted to perform consulting services for third party organizations other than the Consultant’s primary employer, and has offered to consult for the registered and guests’ end-users on GoMed Platforms (subsequently referred to as GoMed end-users).
d) The Doctor hereby agrees to all the terms and conditions of use stipulated on GoMed Platforms; and the said terms and conditions are deemed to have been adopted and incorporated into the additional terms herein contained.
2. DURATION
This agreement shall commence on the date of submission of registration details by the Consultant, and shall be valid for an initial period of 1 year and subject to express review thereafter, provided that in the absence of an express termination after 1 year, Parties shall be deemed to have renewed their intention to continue to be bound by the terms and conditions as contained herein.
3. CONSULTING SERVICES
Subject to the terms and conditions of this Agreement, the Company hereby retains the Consultant to perform the services specifically set out hereunder (“Services”).
a) Consultant hereby acknowledges that he shall be called upon from time to time to render the services stated hereunder (subsequently referred to as the “consulting services” or “services”), and agrees to render such services during the term of this Agreement to the best of his ability.
i) Monitoring prescription usage of GoMed end-users,
ii) Referring patients to other physicians or health care specialist when needed,
iii) Address patients concerns regarding use of vendors’ products marketed through GoMed platforms.
iv) Consulting services in the relevant field(s) to the benefit of willing and paying GoMed end-users.
v) Review, analysis and adherence of regulatory, quality, safety, and health issues in the discharge of the obligations herein contained.
vi) Any other consulting service as might requested by the Company.
b) The Consultant shall render Services at such times and places (including online platforms to be provided by the Company) to be mutually agreed upon by the Company and the Consultant.
Provided that the Consultant warrants that there are no contracts, codes, regulation or law in the relevant field forbidding the Consultant to virtually consult for GoMed end-users.
4. FEES, REMUNERATION AND COMMISSION
a) The Consultant shall provide a schedule of fees chargeable for all possible services that shall be provided to GoMed end-users, which list shall apply to GoMed end-users, subject to periodic review and approval by the Company, approval not to be unreasonably withheld.
b) Every chargeable fee applied by the Consultant in the course of consulting through GoMed platforms shall constitute consideration to Consultant, subject to commission due to the Company, and taxes deductible by law.
c) The flat rate of commission due to the Company from chargeable fees applied by the Consultant while consulting through GoMed platforms shall be 15% net applicable taxes, for the first 5 months, and 25% net applicable taxes for the 6th and subsequent months.
d) The Company shall have no other financial obligation or commitment towards the Consultant other than remittance made in line clause 4 (c) above.
e) The timeframe for effecting remittance shall be in line with the financial terms under this Agreement.
5. FINANCIAL TERMS
a) All payments by GoMed users for services provided by the Consultant shall be made using the payment gateways provided on the GoMed platforms, and GoMed shall be liable to remit to the Consultant within 14 (fourteen) working days of receipt of payments, and after deduction of the commission and taxes applicable. Provided that Finnblue Nigeria excludes itself of any claims for damages or any form of liability for delay of remittances due to technical challenges with the payments gateways.
b) The Consultant is expected to perform periodic reconciliation and notify the the Company of any complaints relating to remittances within 14 days from the date of remittance, as the Consultant shall be deemed to have no complaints whatsoever after the expiration of 14 days.
c) All complaints relating to payments shall be attended to within 7 days.
d) Acceptance of payment for consulting services by a Consultant, through any medium other than GoMed platforms shall constitute a fundamental breach entitling Finnblue Nigeria to immediately repudiate this contract without notice and without prejudice to further judicial remedies for breach of contract.
6. CONFIDENTIALITY
a) Each party undertakes that it shall not at any time during this agreement, and for a period of 5 years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted under this clause.
b) Each party may disclose the other party's confidential information:
i) To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause; and
ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
c) No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
d) All documents and other records (in whatever form) containing Confidential Information exchanged by the Parties shall be returned on termination of this agreement, and no copies shall be kept.
7. ENFORCEABILITY
The parties to this Agreement intend for all intents and purpose to be bound by the terms of the agreement, and also with the terms and conditions contained in the GoMed platform. The rights duties and obligations set out in both documents shall for all intents and purposes throughout the duration of this Agreement be binding and the terms fully enforceable on the parties herein.
8. LIMITATION OF LIABILITY OR WARRANTY
The Parties agree that Finnblue Nigeria shall not be held liable to any individual, authority, agency or other third parties, directly or indirectly, as a result of any, breach of code of ethics, medical negligence or professional misconduct on the part of the Consultant in the discharge of his obligations under this Agreement.
9. TERMINATION
a) Either party may terminate this agreement by serving on the other party one month written notice.
b) Either party shall reserve the right to terminate the agreement forthwith upon the commission of a fundamental breach, or material breach by the other party which material breach remains unattended after due notification by the terminating party.
c) Any termination of this agreement shall be without prejudice to any outstanding obligation of parties to each other, or of Consultants towards GoMed end-users, which obligation accrued prior to the termination of the agreement.
10. RELATIONSHIP
Nothing in this Agreement is intended to create a partnership or agency relationship between the Parties. Neither party shall have the authority to bind the other without the prior written consent of the other Party.
11. FORCE MAJEURE
a) Delay in or failure to carry out any obligation under this agreement shall not be deemed a breach if such delay or failure results from fire, labour dispute or any act of God beyond the control of the party involved.
b) If either party is prevented from carrying out all or any of its obligations under this agreement for reasons beyond the control of the party, including but not limited to Acts of God, civil commotion, riots, insurrection, acts of government, fire or like causes, the party so affected shall be relieved of its obligations during the period of such events and its consequences and shall not be liable to the other party for any loss or damages resulting from the delay or failure in the performance of any obligations, provided always that written notice shall be given within 24 (twenty-four) hours of the occurrence constituting such force majeure.
12. NOTICES
a) Notices may be served to the Parties by sending it through registered post, email, or by hand to the office stated below.
i. Finnblue Nigeria
Finnblue Nigeria, No10 Hughes Avenue, Alagomeji, Yaba Lagos State
Email: [email protected]
ii. Consultant
As contained in the registration details.
Provided that notices sent by email shall require a phone call communication between the sender and the receiver, whereby both parties confirm the email; and provided also that notices and services of documents relating to legal proceedings shall be made in line with the modes as provided by law.
13. ANTI-BRIBERY AND CORRUPTION
a) The Parties shall observe the highest standards of legal and ethical behaviour in the conduct of their relationship under this Agreement.
b) The Consultant hereby undertake to comply with the applicable provisions of the anticorruption laws, and not indulge money laundering, drug trafficking and terrorism financing and all other civil, supervisory, regulatory or penal laws of Nigeria or countries from where the products of the Consultant are manufactured, produced or imported.
c) The Parties undertake that they will not; and shall ensure that their personnel, agents, contractors, subcontractors and other stakeholders, affiliates and subsidiaries etc, do not make, promise, or offer (or accept, request, receive or agree to receive) any gift, payment, reward, rebate, contribution, commission, or any improper influence, incentive, inducement, or advantage of any kind (financial or otherwise) (a “Bribe”), directly or indirectly, to or from:
i. any public official, administrative officer or political party; or
ii. any private entity, party or individual; or
iii. any political or charitable organizations which would contravene any applicable provisions of the law.
14. DIGITAL/ELECTRONIC SIGNING
a) Documents executed, scanned and transmitted electronically or digitally and digital signatures shall be deemed original and valid signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic or digital signatures having the same legal effect as traditional signatures.
b) The Parties agree that this Agreement, any Addendum thereto or any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic or digital signature in accordance with the applicable laws and will be binding on the Parties the same way as if it were physically or manually signed.
15. ENTIRE AGREEMENT/AMENDMENTS
a) This Agreement shall be read and interpreted along with all Terms and Conditions contained on the GoMed platforms. The said Terms and Conditions are hereby incorporated by reference to this Agreement and shall constitute the entire agreement between the Parties. In the event of any conflict between this Agreement and any other policy, terms and Conditions on GoMed platforms, the provisions of such policies, terms and conditions shall supersede this Agreement.
b) Except as herein provided, any modification or amendment to this Agreement must be in writing and signed by both parties. Any amendment any policy, terms and conditions on GoMed platforms shall be deemed ratified by the Parties and duly incorporated by this agreement, insofar as same shall not apply retrospectively.
16. SEVERANCE
a. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
b. If one party gives notice to the other of the possibility that any provision or part provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. DISPUTES RESOLUTION AND GOVERNING LAW
a) This Agreement shall be governed by and construed in accordance with the laws of Nigeria, including private international laws enforceable by virtue of this Agreement, or by virtue of ratified treaties applicable in Nigeria.
b) The Parties shall use their best efforts to settle amicably any dispute, controversy or claims, breach, termination or invalidity thereof arising out of, or relating to this Agreement, failing, parties may resort to arbitration within 14 days of failure to settle amicably.
c) Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, Cap A18, LFN 2004.
d) The arbitration shall be conducted by a single Arbitrator appointed by, and sitting at the Abuja Multi-Door Courthouse or Lagos Multi-Door Courthouse for exploration of amicable settlement within a month after exchange of Statement of Facts by the Parties, failing which either Party may resort to litigation.
e) Nothing in this clause prevents either Party from applying to the courts in Abuja or Lagos for interim or interlocutory preservative orders, without prejudice to seeking such reliefs from the Arbitration Court itself.
f) Arbitration under this agreement shall be held virtually, and the outcome of arbitration shall be enforceable under Nigerian Federal or State laws.
g) The costs of the Arbitration shall be borne mutually by both Parties, without prejudice to awards relating to cost, as may be made by the Arbitrator.
h) The decision of the arbitration shall be final and binding on the parties, and may only be set aside within the limits permitted by Nigerian laws.
IN WITNESS WHEREOF, the parties hereto have set their hands to this Agreement the day and year first above written.
SIGNED by ANTHONY EDEKI, Director, Finnblue Technologies Nigeria Limited.
SIGNED by the within named Consultant.