Hospital Partner Agreement

Parties

This Agreement is between Usemedicall Ltd (RC No. [•]) of [registered address], Nigeria ("Medicall"), and the healthcare facility named on the signature page ("the Hospital"). Together, they are "the Parties".

Recitals

• Medicall operates a digital healthcare directory and patient routing platform that connects patients in Nigeria to verified hospitals, clinics, and other healthcare facilities.
• The Hospital wishes to be listed on the Medicall platform and to receive patients referred through it.
• The Parties agree to the terms set out below.

In this Agreement, the following terms have the meanings given to them below.

Patient Code

A unique code issued by Medicall to each patient through the Medicall app. The Patient Code is the patient's claim to the Medicall discount.

Hospital Discount Code

A code issued to the Hospital by Medicall. The Hospital provides this code to the patient at the point of service. The patient enters it at checkout in the Medicall app to prove they were physically present at the Hospital. Where available, presence may instead be confirmed automatically by a geofence location check.

Proof of Presence

Confirmation that a Medicall-Referred Patient was physically at the Hospital, established either by the patient entering the Hospital Discount Code at checkout or by a geofence location check.

Verified Visit

A patient visit to the Hospital where the patient's Patient Code has been entered and Proof of Presence has been established. Only Verified Visits attract the Medicall fee.

Total Fee

The full amount the Hospital would have charged the patient for the services delivered before the Medicall discount is applied.

Medicall-Referred Patient

A patient who attends the Hospital with a valid Patient Code generated through the Medicall platform.

Material Change

Any change to the Hospital's name, ownership, registration status, licence, address, contact details, or services offered.

Medicall will:

1. List the Hospital on the Medicall platform and make its profile discoverable to patients.
2. Issue and manage Patient Codes through the Medicall app.
3. Issue a unique Hospital Discount Code to the Hospital before go-live and replace it on request or in the event of suspected compromise. Where geofencing is enabled, provide it as an alternative means of confirming patient presence.
4. Provide the Hospital with a dashboard to view referred patients, Verified Visits, and monthly invoices.
5. Keep patient and Hospital data secure in accordance with the Nigeria Data Protection Act 2023 and Medicall's Privacy Policy.
6. Send the Hospital a monthly invoice covering only Verified Visits in the previous month.
7. Provide reasonable onboarding support, including training on the visit-confirmation process.

The Hospital will:

1. Hold a valid operating licence and all registrations required to deliver the services it lists on Medicall.
2. Submit accurate proof of registration, licensing, and ownership during onboarding.
3. Keep its Medicall profile up to date and notify Medicall of any Material Change within 48 hours.
4. Honour the Medicall discount for every patient who presents a valid Patient Code.
5. Provide its Hospital Discount Code to the patient at the point of service so the patient can confirm their presence at checkout and the visit can be logged.
6. Not share its Hospital Discount Code with anyone other than the patient at the point of service.
7. Apply the discounted fee to the patient before payment is collected.
8. Settle each monthly invoice within 7 days of receipt to remain active on the platform.
9. Treat all patients fairly and in line with applicable medical, ethical, and regulatory standards.

How it works

1. Every patient referred through Medicall receives a unique Patient Code in the Medicall app.
2. When the patient arrives at the Hospital, the Hospital provides its Hospital Discount Code at the point of service. Where geofencing is enabled, the patient's presence at the Hospital can instead be confirmed automatically by a location check.
3. At checkout the patient enters their Patient Code in the Medicall app and establishes Proof of Presence, by entering the Hospital Discount Code or by passing the geofence check. The Patient Code identifies the patient; Proof of Presence confirms the visit took place at the Hospital.
4. Only when the patient is identified and Proof of Presence is established does the system record a Verified Visit and apply the discount to the patient's bill.
5. The Hospital then collects the discounted fee from the patient.

The 10% split: applied only to Verified Visits

For every Verified Visit, the Total Fee is divided as follows:

Launch offer: two months free

The Hospital's first two full calendar months on the Medicall platform are free of charge. During this period, the Hospital will continue to receive Medicall-Referred Patients and apply the patient discount, but no Medicall fee will be charged. Medicall fees become payable from the start of the third calendar month.

Monthly invoicing

1. Medicall issues an invoice on the first working day of each month covering Verified Visits from the previous month.
2. Invoices are payable within 7 days of issue.
3. If an invoice is not settled within 14 days, the Hospital's listing may be suspended until payment is received.
4. The Hospital may dispute any line item within 3 days of receiving an invoice. Disputed amounts are reviewed and resolved in good faith before suspension.
5. Continued listing on Medicall is conditional on monthly invoices being settled in full and on time.

The verification system is designed to prevent fraud. The following are prohibited and may result in immediate suspension or termination:

• Sharing or publishing the Hospital Discount Code outside of the patient-facing point of service.
• Establishing Proof of Presence (by Hospital Discount Code or geofence) for patients who did not attend.
• Refusing to honour a valid Patient Code or denying a Medicall-Referred Patient the discount.
• Misrepresenting the Total Fee, or charging a higher base fee to Medicall patients than to walk-in patients.
• Encouraging patients to bypass the Medicall platform to avoid the fee.

Medicall reserves the right to audit Verified Visits, request supporting documentation, and adjust invoices where misuse is identified.

Data shared with Medicall

The Hospital agrees that Medicall may collect, store, and process the data generated by Verified Visits (including anonymised patient flow, services delivered, and aggregated billing data) for the purposes of platform operation, analytics, AI model development, population health insights, and licensed data products.

Hospital data ownership

The Hospital retains ownership of its own internal patient records. Medicall does not access medical records or clinical data.

Medicall intellectual property

The Medicall platform, brand, software, codes, dashboard, and data products are the intellectual property of Medicall. The Hospital is granted a non-exclusive, non-transferable licence to use the platform for the duration of this Agreement.

Each Party will keep confidential any non-public information shared by the other Party. This obligation continues for two years after the end of this Agreement. Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

Term

This Agreement runs on a rolling monthly basis from the date of signature. There is no fixed term.

Termination by either Party

Either Party may end the Agreement by giving 30 days' written notice.

Termination by Medicall for cause

Medicall may terminate this Agreement immediately if the Hospital: (a) fails to settle two consecutive monthly invoices, (b) is found to be engaging in fraud or misuse under Clause 07, or (c) loses its operating licence or regulatory standing.

Termination by the Hospital for cause

The Hospital may terminate this Agreement immediately if Medicall makes a material change to the fee structure without giving 30 days' written notice.

The Hospital remains solely responsible for the clinical quality of care delivered to patients. Medicall is a directory and routing platform and does not provide medical advice or services.

Neither Party will be liable for indirect, consequential, or loss-of-profit damages. Medicall's aggregate liability under this Agreement is capped at the total fees received from the Hospital in the three months preceding the claim.

This Agreement is governed by the laws of the Federal Republic of Nigeria.

Disputes will first be addressed through 7 days of good-faith negotiation between the Parties. If unresolved, disputes will be referred to arbitration under the rules of the Lagos Multi-Door Courthouse. The seat of arbitration is Lagos.

• This Agreement is the entire agreement between the Parties on its subject matter.
• Any variation must be agreed in writing and signed by both Parties.
• No waiver of a right under this Agreement is effective unless given in writing.
• If any clause is found to be unenforceable, the remainder of the Agreement continues in force.
• Notices must be sent to the addresses on the signature page or to any updated address notified in writing.
• Neither Party is an agent, partner, or employee of the other.
• Both Parties will comply with applicable anti-bribery and anti-corruption laws.

When your facility registers on Medicall and ticks the acceptance box during sign-up, an authorised signatory of the Hospital confirms they have read, understood, and agreed to this Agreement on the Hospital's behalf. Medicall countersigns on acceptance of your facility into the network. A counter-signed copy is available on request.