Service Agreement


Services Agreement

Last updated on 26 February 2021

 

THIS Services Agreement (“this Agreement”) is made by and between:-

 

MediConCen Limited (“MediConCen”), a Hong Kong Insur-tech company, with its principal place of business at Room A-C, 10/F, Infotech Centre, 21 Hung To Road, Kwun Tong, Kowloon, Hong Kong

 

AND

The undersigned Provider (“Provider”), a healthcare provider certified and/or licenced to provide integrative medicine healthcare services.

 

For the purpose of this Agreement, each of the parties to this Agreement is referred to herein collectively as the “Parties” and individually as a “Party”.

 

RECITALS

 

1. MediConCen has established a network of health care providers (the “Network”) to provide technological support and health care services to MediConCen Clients.

2. MediConCen reserves the right, at its sole discretion, to include or to exclude any Provider or any Healthcare Professional from the Network.

 

1. DEFINITIONS AND INTERPRETATIONS

 

1.1. In this Agreement, unless otherwise specified, the following words shall have the following meanings:-

 

1.1.1 Agreed Fee” means the maximum fee payable by MediConCen to the Provider for service rendered as set out in the Schedule 1 as agreed between the parties.  

 

1.1.2 “Covered Medical Services” means those health care services listed in Schedule 1 for which a MediConCen Client is entitled to receive coverage under the terms and conditions of the certain prepaid medical plans.

 

1.1.3 Copaymentmeans a payment calculated as a fixed dollar amount which is paid by a MediConCen Client under corresponding insurance plans for Covered Medical Services as communicated to the Providers in MediConCen’s Application.

 

1.1.4 Extra Medicine Feemeans the billed amount for extra medication and long-term medication outside the scope of Covered Medical Services in Schedule 1.

 

1.1.5 “Out-of-pocket Extra Medicine Fee” means the payment of an amount for extra medication and long-term medication paid by a MediConCen Client under corresponding insurance plan to the Provider in MediConCen Application, calculated and communicated by MediConCen Application.

 

1.1.6 “MediConCen Client” or “Client” means any clients of MediConCen who is entitled to receive Covered Medical Services from any Providers pursuant to and in accordance with certain prepaid medical plans and/or other clients which MediConCen has an agreement with, verified by using MediConCen Application.

 

1.1.7 “MediConCen Application” or “Application” means the mobile android, mobile IOS, and/or the web applications provided by MediConCen to the Provider or MediConCen Client for administering the arrangement under this Agreement. MediConCen reserves the right to revise such applications and direct Provider to use such revised or other specified application for such purpose.

 

1.1.8 Healthcare Professional of Provider” means any healthcare professional under the network or regulation of its respective undersigned Provider participating in this arrangement that agrees to provide the Covered Medical Services to MediConCen Clients, provided that the standard of MediConCen shall be met and the Provider shall ensure the following (if applicable): 

 

a. Ensure that each of the Healthcare Professional of Provider who provides general consultation (i.e. GP consultation) as stated in Schedule 1 to this Agreement is a registered medical practitioner of the Medical Council of Hong Kong, and has a valid and subsisting practising certificate issued by the Registrar of Medical Practitioners pursuant to the Medical Registration Ordinance (Cap.161 of the Laws of Hong Kong).

b. Ensure that only the Healthcare Professional of Provider whose names are included in the Specialist Register of the Medical Council of Hong Kong will provide specialist consultation (i.e. SP consultation) as stated in Schedule 1 to this Agreement, subject also but not limited to the fulfilment of requirement in Clause 2.1.15(b).

c. Ensure that each of the Healthcare Professional of Provider who provides Chinese medicine practitioner consultation, acupuncture treatment, bone-setting treatment, tuina massage or cupping therapy as stated in Schedule 1 to this Agreement is a registered Chinese Medicine Practitioner of the Chinese Medicine Council of Hong Kong and has a valid and subsisting practising certificate issued by the Registrar of Chinese Medicine Practitioners pursuant to the Chinese Medicine Ordinance (Cap. 549 of the Laws of Hong Kong).

d. Ensure that only the Healthcare Professional of Provider who are registered physiotherapists of the Physiotherapists Board of Hong Kong, and have valid and subsisting practising certificates issued by the Registrar of Physiotherapists pursuant to the Supplementary Medical Professions Ordinance (Cap. 359 of the Laws of Hong Kong) will provide physiotherapy treatment as stated in Schedule 1 to this Agreement to the Members, subject also but not limited to the fulfilment of requirement in Clause 2.1.15(b).

e. Ensure that each of the Healthcare Professional of Provider who provides chiropractic treatment services as stated in Schedule 1 to this Agreement is a registered chiropractor of the Chiropractors Council of Hong Kong and has a valid and subsisting practising certificate pursuant to the Chiropractors Registration Ordinance (Cap. 428 of the Laws of Hong Kong).

f. Ensure that each of the Healthcare Professional of Provider who provides dental consultation as stated in Schedule 1 to this Agreement is a registered dentist of the Dental Council of Hong Kong and has a valid and subsisting practising certificate pursuant to the Dentists Registration Ordinance (Cap. 156 of the Laws of Hong Kong).

g. Ensure that each of the Health Care Professional of provider who provides sports therapy as stated in Schedule 1 to this Agreement is a healthcare professional who has the knowledge, skills and ability to utilise sports and exercise principles to optimise performance, preparation and injury prevention programmes, provide the immediate care of injuries and basic life support in a recreational, training and competitive environment, assess, treat and, where appropriate, refer on for specialist advice and intervention, provide appropriate sport and remedial massage in a sport and exercise context, plan and implement appropriate rehabilitation programmes as set out by the Society of Sports Therapists, including but not limited to satisfying the minimum benchmark requirement for Member status of The Society of Sports Therapists.

h. Ensure that each of the Healthcare Professional of Provider who provides nutrition therapy as stated in Schedule 1 to this Agreement holds a degree (baccalaureate, master or higher) in Food and Nutritional Sciences and is a registered member (except student member) of the Hong Kong Nutrition Association or equivalent of foreign jurisdiction, or as seen fit by MediConCen.

i. Ensure that each of the Healthcare Professional of Provider who provides dietetic therapy as stated in Schedule 1 to this Agreement holds a degree (baccalaureate, master or higher) in Nutrition and Dietetics and is a registered member (except student member) of the Hong Kong Dietitians Association Ltd. or equivalent of foreign jurisdictions.

j. Ensure that each of the Healthcare Professional of Provider who provides psychological services as stated in Schedule 1 to this Agreement holds a degree (baccalaureate, master or higher) in Psychology and is a registered member (except student member) of the Hong Kong Psychological Society or equivalent of foreign jurisdictions, or as seen fit by MediConCen

k. Ensure that each of the Healthcare Professional of Provider who provides counselling services as stated in Schedule 1 to this Agreement holds a degree (baccalaureate, master or higher) in Counselling and is a registered member (except student member) of The Hong Kong Professional Counselling Association or Hong Kong Marriage and Family Therapy Association, or equivalent of foreign jurisdictions, or as seen fit by MediConCen

l. Ensure that each of the Healthcare Professional of Provider who provides primary eye care examination and comprehensive eye examination as stated in Schedule 1 to this Agreement is a registered Part I optometrist of the Optometrists Board of Hong Kong and has a valid and subsisting practising certificate pursuant to the Supplementary Medical Professions Ordinance (Cap. 359 of the Laws of Hong Kong).

 

1.1 Clause headings are for ease of reference only and are not intended to be part of or to affect the meaning, interpretation or construction of any of the terms and conditions of this Agreement.

 

1.2 A reference to any gender includes any other gender and the plural shall include the singular and bodies corporate shall include unincorporated bodies and (in each case) vice versa.

 

1.3 A reference to any statute, enactment, ordinance, order, regulation or other similar instrument includes a reference to the statute, enactment, ordinance, order, regulation or instrument as from time to time amended, extended, re-enacted or consolidated and all statutory instruments, orders, regulations or instruments made pursuant to it.

 

1.4 Unless the context otherwise requires, those provisions contained in this Agreement which relate to any subject matter of which there are more than one shall apply severally to each.

 

1.5 Clauses, Sections and Pages referenced by name shall refer to the Clause, Section and Page having the title referred to.

 

1.6 The meaning of general words is not limited by specific examples introduced by “including”, “for example” or “such as” or their derivatives.

 

2. SERVICES OF PROVIDER

 

2.1. During the term of this Agreement, without limiting any obligation aforementioned or subsequently expressed, the Provider shall:-

 

2.1.1 Through the Healthcare Professionals of Provider, provide MediConCen Client with Covered Medical Service, subject to MediConCen approval, as requested in the application to join the MediConCen network, and any subsequent request to expand or limit the scope of service provided made by way of prior notice by written or electronic means. It is a condition precedent that approval indicated by the Application, unless otherwise directed by MediConCen, has to be shown or obtained before service can be carried out. The Provider shall continue, and not to decline or prefer other customer over MediConCen Client in the provision of Covered Medical Service, in exchange for an Agreed Fee from MediConCen, and any requested expansion or limitation in scope of service shall not take effect unless MediConCen approves the change.

 

2.1.2 Provide MediConCen with a complete list of Healthcare Professionals of Provider, including names, gender, professional qualifications, office address, office hours, telephone number, and area of practice or specialty.

 

2.1.3 Provider also declares that each Healthcare Professionals of Provider:-

2.1.3.1 has not been denied, restricted, limited, suspended, revoked its license to practice at any jurisdiction or reprimanded by a licensing agency;

2.1.3.2 has not been denied, restricted, limited, suspended, revoked privilege or membership at any hospital or institution or have disciplinary proceedings been instituted against it;

2.1.3.3 has no physical or mental health issues that may impair its ability to practice;

2.1.3.4 has not received any treatment for alcoholism or drug addiction;

2.1.3.5 has not been convicted of a felony;

2.1.3.6 has not in the past seven years been under any claims, settlements or judgments against it; and

2.1.3.7 has (to the best knowledge of the Provider and the Healthcare Professionals of Provider) not been investigated or sanctioned by regulatory agency.


Provider also agrees to notify MediConCen in writing with regard to any change in the qualification, registration status, or any matter stated above in this clause of Healthcare Professionals of Provider within five (5) days.

 

2.1.4 Without prejudice to other agreement or statement between the Parties, accept that personal data offered by the Provider provided to MediConCen may be used for the purpose or its incidental purpose of

a. assessing the application;

b. making appointment to include such Provider or Healthcare Professionals of Provider into the Network;

c. providing information for future development of services and insurance scheme to Provider or Healthcare Professionals of Provider;

d. providing MediConCen’s services and products, including administering, maintaining, managing and operating such services and products, which may include, without limitation, insurance, pension, financial and wealth management services and products;

e. processing, assessing and determining any applications or requests made by the Provider in connection with MediConCen’s services or products and maintaining the Provider’s account with the MediConCen;

f. underwriting of insurance products of MediConCen Client;

g. providing health related advices to MediConCen Client;

h. developing insurance and other financial services and products for MediConCen Client;

i. developing and maintaining credit and risk related models;

j. processing payment instructions;

k. determining any indebtedness owing to or from the Provider, and collecting and recovering any amount owing from the Provider or any person who has provided any security or other undertakings for the Provider’s liabilities;

l. exercising any rights that the MediConCen may have in connection with MediConCen’s services and/or products;

m. carrying out and/or verifying any eligibility, credit, physical, medical, security, underwriting and/or identity checks in connection with MediConCen’s services and products;

n. any purposes in connection with any claims made by or against or otherwise involving the Provider in respect of any of MediConCen services or products, including making, defending, analysing, investigating, processing, assessing, determining, responding to, resolving or settling such claims;

o. performing policy reviews and needs analysis (whether or not on a regular basis);

p. meeting disclosure obligations and other requirements imposed by or for the purposes of any laws, rules, regulations, codes of practice or guidelines (whether applicable in or outside Hong Kong) binding on the MediConCen or any other member of MediConCen, including making disclosure to any legal, regulatory, governmental, tax, law enforcement or other authorities (including compliance with sanctions laws, the prevention or detection of money laundering, terrorist financing or other unlawful activities) or to any self-regulatory or industry bodies such as federations or associations of insurers;

q. for statistical or actuarial research undertaken by the MediConCen or any member of the MediConCen, including matching of any data held which relates to MediConCen Client from time to time for any of the purposes listed herein; and

r. fulfilling any other purposes directly related to a to q above.

 

Furthermore, Provider accepts that, as MediConCen considers necessary, any medical opinion held or collected may be stored or used by, disclosed or transferred (whether within or outside Hong Kong) to individuals or organisation associated with MediConCen or the underwriter of the Client or any selected third parties including reinsurer, claim investigator, industry association for the purpose of underwriting and evaluating application and dealing of any matter from any policy pursuant to that application.

 

2.1.5 In the event of any doubt or dispute as to whether a person is a MediConCen Client or the benefits coverage or limit entitled to by its Client, make due and immediate inquiry with MediConCen and agree that MediConCen shall have the final and absolute discretion in determining such dispute.

 

2.1.6 Provide MediConCen on demand with access to all the records, including clinical records and other information of its Clients to facilitate its utilization review and quality assessment of the services or performance of the Provider and its Healthcare professional(s) under this Agreement free of charge, provided that the prior consent of the relevant MediConCen Clients to the disclosure of such records or information has been obtained.

 

2.1.7 Ensure that extra medication and long-term medication outside the scope of Covered Medical Services in Schedule 1 is only prescribed to MediConCen Clients where reasonably and medically necessary. Provider and Healthcare Professionals of Provider(s) must provide MediConCen with all the necessary information including but not limited to the diagnosis, name of medication(s), dosage, frequency, quantity, duration, and dollar amount and indicate “extra medication” or “long-term medication” in the Application of MediConCen. In any event, Provider shall not charge MediConCen for such medication, if required, at a rate not exceeding 120% of the actual acquisition costs of such medication.

 

2.1.8 Where any MediConCen Client requires services such as medical examination services including but not limited to laboratory services, radiological examinations, and physiotherapy and sports therapy, recommend and refer such MediConCen Client to the organisations or companies affiliated with or recommended or designated by MediConCen (if any) for the provision of such services where available, provided that any such referral or recommendation shall be made in compliance with the Professional Code and Conduct for the Guidance of Medical Practitioners issued from time to time by the Medical Council of Hong Kong.

 

2.1.9 Provide services to MediConCen Clients with the same level of quality and standard as in the case of patients of the Provider and Healthcare Professionals of Provider who are not MediConCen Clients.

 

2.1.10 In the event of any complaint by any MediConCen Client against its Provider or/and Healthcare Professionals of Provider(s), render full support to MediConCen follow-up action and, subject to the prior written consent of the relevant MediConCen Client to the disclosure of the records or information by MediConCen and  in accordance with the Personal Data (Privacy) Ordinance, provide the information as stated in Clause 1.1.6 above or otherwise that may be reasonably necessary for the purpose of the investigation and resolution of such complaint to MediConCen in writing until the complaint is fully settled.

 

2.1.11 MediConCen reserves the right not to make settlement on claims with extra medication if the bill of extra medication or the name of the prescriptions are not clearly recorded.

 

2.1.12 Cooperate with MediConCen in resolving any grievances or administrative matters relating to health care services rendered to MediConCen Clients by Provider or Healthcare Professionals of Provider.

2.1.13 Agree that MediConCen may include, display or/and disclose Provider and Healthcare Professionals of Provider’s name, address, telephone number(s), website, email, photo, business hours or other identifying information, and a description of its health care services, specialities and practising certificates in the Network directory and in other Network materials and inform MediConCen if any such information is changed as soon as practicable such that MediConCen can maintain the latest record. Provider accepts that record stated above and that in the business card will be listed in the list of participating healthcare providers accessible of the underwriters to their insured.

2.1.14 The Provider may directly bill MediConCen Client only if

a. MediConCen has confirmed that the services concerned to be rendered by the Provider or Healthcare Professionals of Provider are not Covered Medical Services under this Agreement;

b. the MediConCen Client has been advised prior to the services to be rendered that the specific services are not Covered Medical Services; and

c. the MediConCen Client agreed to pay for such services;

2.1.15 The Provider must follow the instructions given by MediConCen from time to time in administering the arrangement under this Agreement and use MediConCen Application to confirm the eligibility of MediConCen Client and record the transaction after the Covered Medical Service is provided. MediConCen is only liable to pay the Provider on that transaction if

a. MediConCen Application has confirmed the eligibility of the client; and

b. where referral letter is required per MediConCen Application, a copy of such referral letter from any registered Healthcare professional of Provider (including those under other Provider(s)) in general practice is kept; and

c. the name of MediConCen Client as shown in government issued identity document such as Hong Kong Identity Card are the same as shown in MediConCen Application; and

d. the transaction is recorded to MediConCen Application by means of QR code scanning or typing in the strings encoded by the QR code; and

e. all needed inputs such as diagnosis code, service type, extra medication bill (if any), name of the extra medication prescription (if any) are recorded using MediConCen Application and MediConCen Application confirms the transaction is completed.

 

2.1.16 Provide MediConCen with, upon request of MediConCen, any contracts or agreements which the Provider has entered into with any Healthcare Professionals of Provider in relation to the provision of Covered Medical Services under this Agreement to the MediConCen Client.

 

3. CHARGES AND PAYMENT

 

3.1 MediConCen hereby appoints Provider to provide the Covered Medical Services to MediConCen’s Clients at the Agreed Fee.

 

3.2 When Copayment is applicable, the Agreed Fee will be reduced by the Copayment amount as specified in the particular insurance plans and shown in the MediConCen Application or portal. Provider shall collect the Copayment from the MediConCen Client themselves directly. MediConCen will not pay the Copayment under any circumstances.

 

3.3 Upon in compliance with conditions in clause 2.1.7 where extra medication and long-term medication outside the scope of Covered Medical Services in Schedule 1 is prescribed to MediConCen Clients, MediConCen shall be made payable for such medication bill less the Out-of-pocket Extra Medicine Fee after the out-of-pocket Extra Medicine Fee is collected from MediConCen Client directly. Further, MediConCen will not pay the Out-of-pocket Extra Medicine Fee under any circumstances.

 

3.4 Transactions shall be settled monthly in arrears. MediConCen will provide a monthly statement to the Provider with data as specified in schedule 2 within 30 days after the end of each calendar month and MediConCen will pay the Amount Received from Network as defined below to the Provider for the transactions occurred in the previous calendar month within 30 days after the end of each calendar month.

 

Amount Received from Network

= Agreed Fee - Copayment + Extra Medicine Fee - Out-of-pocket Extra Medicine Fee

The amount due will be settled through bank transfer, or any other payment means mutually agreed by the Parties.

 

3.5 Provider may make a request for changing the Agreed Fee in the setting of Application or web portal provided by MediConCen once every six (6) months. MediConCen will approve or disapprove such change as soon as practicable. Provider needs to wait at least one (1) month before any new Agreed Fee become effective and Agreed Fee will only be adjusted on 1st January and 1st July each year. Until the new Agreed Fee becomes effective, old Agreed Fee applies. For clarification purposes,

 

3.5.1 If a Provider requests a change in the Agreed Fee between 1st December and 31th May, the new Agreed Fee will be effective on 1st July if MediConCen approves such change;

 

3.5.2 If a Provider requests a change in the Agreed Fee between 1st June and 30th November, the new Agreed Fee will be effective on 1st January if MediConCen approves such change;

 

3.6 No change on matters stipulated in Clause 3.5 shall become effective unless there is an agreement in writing by an authorized representative of MediConCen.

 

3.7 Provider shall not levy any charge for photocopying medical records to MediConCen, its Client or among the participating Provider(s).

 

3.8 Provider warrants that the Provider and/or its Related Companies, consultants and subcontractors (if any) under this Agreement shall:

a. comply with all applicable laws and regulations including the Personal Data (Privacy) Ordinance (Cap. 486 of Laws of Hong Kong) and any data protection principles therein; and

b. ensure no personal information is stored outside Hong Kong;

For the purpose of this clause, “Related Company” means the holding company or subsidiary of the Provider or the subsidiary of the holding company of the Provider.

 

4. OBLIGATIONS OF MEDICONCEN

 

4.1. MediConCen shall, upon request by the Provider, provide to the Provider all information in relation to MediConCen Clients as may be reasonably necessary to enable the Provider to verify the membership and the benefits coverage of such MediConCen Clients.

 

4.2. MediConCen agrees to make reasonable commercial endeavour to include Provider as a Provider of the Network when marketing the Network to prospective MediConCen Clients, so long as MediConCen Clients desire the modality the Provider practices.

 

5. WARRANTIES AND UNDERTAKINGS

 

5.1. The Provider represents and warrants that it and Healthcare Professional of Provider shall not in any way

a. counsel or advise, directly or indirectly, MediConCen Client or other entities who are currently holders of in force medical insurance plans of the Company to cancel, modify, or not renew their medical insurance plans;

b. impede or otherwise interfere with negotiations which MediConCen Client is conducting for the provision of the Company’s medical insurance plans; or

c. use or disclose to any third party membership lists or any personal data of the MediConCen Client or policyholders acquired during the term of this Agreement for the purpose of soliciting, enticing or persuading by itself or its agents or by any means for any MediConCen Client to participate in any medical insurance plan directly or indirectly provided by the Provider, and in any event for any purpose other than the provision of Covered Medical Services. Such non-use or non-disclosure shall survive the termination of this agreement.

Nothing in this Clause is intended or shall be deemed to restrict any communication between a Healthcare Professionals of Provider and a MediConCen Client determined by the Healthcare Professional of Provider to be appropriate for the diagnosis and care of the MediConCen Client. In the event of a breach or a threatened breach of this Clause 5.1 by a Provider, MediConCen shall have the right of specific performance and injunctive relief in addition to any and all other remedies and rights at law or in equity, and such rights and remedies shall be cumulative.  

 

5.2. The Provider represents and warrants that it and Healthcare Professional of Provider shall not use any records of MediConCen Clients, including any personal data, clinical information and other information obtained by Provider directly or indirectly through the provision of services under this Agreement, for any promotional purpose or for any purpose other than the provision of Covered Medical Services, and shall strictly comply with the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) in this respect.

 

6. LIMITATION OF LIABILITY

 

6.1. Without prejudice to any rights of MediConCen as against any MediConCen Client for any outstanding payment due to the former in accordance with their respective agreements, Provider shall in no event bill, charge or seek remuneration, reimbursement, compensation or legal recourse against MediConCen Clients in respect of any default in payment under this Agreement by MediConCen to Provider  and/or any alleged breach of this Agreement by MediConCen.   

 

6.2. Provider shall indemnify MediConCen in the event of any loss and/or damage sustained by MediConCen in connection with or as a result of (a) any breach of this Agreement by Provider or Healthcare Professionals of Provider; (b) any complaint against the Provider or Healthcare Professionals of Provider including a complaint to the Medical Council of Hong Kong, Chinese Medicine Council of Hong Kong, Dental Council of Hong Kong, Chiropractors Council of Hong Kong, Physiotherapists Board of Hong Kong, the Society of Sports Therapists, and/or Supplementary Medical Professions Council of Hong Kong; (c) any claim against MediConCen in relation to the performance of any services, treatments or surgeries by Healthcare Professionals of Provider on any MediConCen Client under this Agreement or any agreements MediConCen has with MediConCen Client; (d) any alleged act of negligence or omission of Provider or Healthcare Professionals of Provider in relation to the performance of any services, treatments or surgeries on any MediConCen Client under this Agreement; and (e) any complaint/claim against in relation to Provider or Healthcare Professionals of Provider’s failure to comply with the Personal Data (Privacy) Ordinance (Cap.486 of the Laws of Hong Kong) in respect of MediConCen Clients’ personal data as defined in that Ordinance.

 

6.3. Provider shall under no circumstances hold MediConCen responsible for any claims, liabilities, injuries, demands and/or compensation which may arise out of or in connection with any alleged act of negligence or omission, or any allegation of professional misconduct of Provider or Healthcare Professionals of Provider.

 

6.4. Provider shall take out valid professional indemnity insurance or to ensure Healthcare Professionals of Provider to take out the same through which all the practice of the Provider and Healthcare Professionals of Provider including but not limited to any medical services, treatments and or surgeries provided by the Provider to any MediConCen Client in pursuance of this Agreement. Provider shall provide further evidence within ten (10) working days upon MediConCen’s request or during the random audit by MediConCen to ensure that it has maintained the required insurance. Provider shall inform MediConCen in writing within seven (7) days upon notification of any change in its status of coverage or any amendment to the terms of such insurance policy.

 

6.5. Without prejudice to Clauses 6.1 to 6.4 above, Provider shall maintain over itself and Healthcare Professionals of Provider throughout the term of this Agreement professional liability insurance and comprehensive general liability insurance in at least the minimum amounts required by law.

 

6.6. Without prejudice to Clauses 6.1 to 6.4 above, in the event of a claim being made against both MediConCen, and Provider and/or Healthcare Professionals of Provider, MediConCen and Provider shall take all actions as may be reasonably necessary to defend such claim or cause their insurers to do likewise unless there is any conflict of interest between MediConCen and Provider.

 

6.7. Without prejudice to Clauses 6.1 to 6.4 above, in the event of any assistance needed by MediConCen in enforcing the rights under the agreements it has with MediConCen Client or resolving any disputes or complaints by MediConCen Client, MediConCen and Provider shall take all actions as may be reasonably necessary to resolve the issues unless there is any conflict of interest between MediConCen and Provider.

 

7. TERMINATIONS

 

7.1. The initial term of this Agreement shall be one (1) year from the Effective Date. This Agreement will be automatically renewed at each anniversary date for an additional one (1) year term with its agreement continue and remain in full force and effect unless terminated by either Party by giving advance ninety (90) days prior written notice by certified or registered mail, or email.

 

7.2. MediConCen may terminate the status of any Provider for default or breach of the Provider’s obligations hereunder upon at least thirty (30) days’ notice to the said Provider. In addition, MediConCen may immediately terminate or suspend in whole or in part the status of any Provider at MediConCen’s sole discretion at any time, due to:

 

a. a suspension, withdrawal, expiration, non-renewal or revocation of any license, certificate or other legal credential authorizing the Provider or Healthcare Professionals of Provider to practice medicine (or his or her other professional discipline);

b. the indictment, arrest, charge or conviction of any felony or criminal charge related to moral turpitude or the practice of medicine (or its other professional discipline) of the Provider or/and Healthcare Professionals of Provider;

c. the cancellation, reduction, limitation or termination of the Provider’s insurance required by this Agreement;

d. the filing of a bankruptcy petition, the appointment of a receiver, the marshalling of debts and assets, or the proposed settlement of outstanding debts under applicable reorganisation or insolvency laws of or against a Provider;

e. any false statement or material omission in the Provider’s application and/or confidential information forms and all other requested information, as determined by MediConCen in its sole discretion; or

f. MediConCen’s determination, in its sole discretion, that continuation of the Provider’s participation hereunder could adversely affect patient care.

 

Save and except Clause 7.2 (e) above, Provider shall provide immediate notice to MediConCen of any of the aforesaid events.

 

8. OBLIGATIONS FOLLOWING TERMINATION

 

8.1. Following the effective date of any termination of this Agreement, Provider shall comply with the following obligations. The provisions under Clause 8 shall supersede any contrary arrangements now existing or hereinafter made and shall survive the termination of this Agreement, regardless of the cause of termination.

 

8.2. Upon notice of termination of this Agreement, Provider shall cooperate fully with MediConCen and comply with procedures of MediConCen, if any, in the transfer of MediConCen Clients to other Providers.  

 

8.3. Upon termination, each Party is deemed to have borne its own costs incurred in connection with this Agreement, and neither Party shall be responsible for indemnifying the other Party for any expenses incurred.

 

9. NOTICE

 

9.1. All notices, consents, payments, and other communication required by this Agreement shall be in writing or registered mails, or other certifiable electronic means to ensure notice is received by the other Party (such as “notify when received” encrypted email notification) at the address at which each Party regularly communicates with the other. Such notice is deemed to be effective upon receipt.

 

10. CONFIDENTIALITY

 

10.1. MediConCen and Provider hereby agree that the terms and conditions of this Agreement shall be kept strictly confidential during the term of this Agreement and after the termination of this Agreement unless prior written consent of the other Party has been obtained or disclosure of any term or condition of this Agreement is required by law or necessary for the purpose of litigation or other specified forms of dispute resolution listed in Clause 12 in which this Agreement forms part or all of the dispute.

 

11. GENERAL 

 

11.1. Governing laws and jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong S.A.R. The Courts of Hong Kong S.A.R. will have non-exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

 

11.2. Electronic signatures. The Parties agree that this Agreement may be executed by electronic means, including reply email and portable document format. The Parties agree that electronic signatures are binding.

 

11.3. Partial invalidity. The various clause, sub-clause, provision, and paragraph of this Agreement are severable and if any clause, sub-clause, provision, paragraph or identifiable part thereof  is held to be invalid or unenforceable by any court or competent jurisdiction, then such invalidity or unenforceability will not affect the validity of enforceability of the remaining clause, sub-clause, provision, paragraph or identifiable parts thereof in this Agreement.

 

11.4. Independent contractors. No joint venture, partnership, employment, agency or other relationship is created by this Agreement between or among any Parties. No Party is authorised by this Agreement to represent any other party for any purpose.

 

11.5. Entire agreement. This Agreement constitutes the entire agreement between the Parties. MediConCen may modify this Agreement from time to time. If such modification materially affects this Agreement, MediConCen will promptly deliver, by written or electronic notice, such modification to the Provider. If Provider does not wish to be bound by this Agreement as amended, Provider shall provide written notice to MediConCen within ten (10) days of receipt of the modification. Otherwise, this Agreement, as amended by such changes, shall be binding on all Parties.

 

11.6. Effective date. This Agreement becomes effective upon approval of Provider’s application by MediConCen and MediConCen sending written or electronic notice thereof to the Provider.

 

11.7. In the event of any inconsistency between the Chinese and English versions of this Agreement, the English version shall prevail.

 

12. Dispute Resolution

 

12.1. MediConCen and Provider agree to meet and confer in good faith to resolve any controversy, dispute or disagreement that arises out of or relates to this Agreement. However, if the Parties cannot agree, any dispute, controversy, difference or claim arising of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by a single arbitrator in Hong Kong and under Hong Kong law and the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. through and administered by the Hong Kong International Arbitration Centre (“HKIAC”),

 

12.2. Both Parties agree to request the arbitrator to make their determination within three (3) months after the dispute, difference or claim was referred to arbitration (or such other period as the Parties may agree).

 

12.3. If a dispute that cannot be easily resolved arises, both Parties agree to submit the matter to non-binding mediation prior to seeking resolution in court.

 

12.4. Notwithstanding the submission of any issue to arbitration in accordance with this clause, the Parties will continue to perform their obligations under this Agreement in accordance with its terms. Nothing in this clause prevents a Party from seeking urgent or similar interim relief from a court.

 

13. RIGHTS OF THIRD PARTIES

 

13.1. No person other than MediConCen and Provider shall have any right under the Contracts (Rights of Third Parties) Ordinance (Cap.623) to enforce any of the provisions of this Agreement.

 

 

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused their proper and duly authorized officer to execute and deliver this Agreement on the date first written above.

 

For and on behalf of MediConCen Limited

 

 

 

 

Name: Jenny Lau

Title: Chief Distribution Officer

 

 

 

For and on behalf of Provider

 

 

 

 

Name:

Title:

 

x This will be executed via electronic signature.


Schedule 1

 

Covered Medical Services (As per agreed by the Parties)

Agreed Fee

(HK$ per visit)

GP Consultation* with 3 days of basic medication

SP Consultation#  with 3 days of basic medication

Chinese Medicine Practitioner Consultation^ with 2 packs of Chinese Herbal Medication dispensed pursuant to the Chinese Medicine Practitioner’s prescription

Chinese Medicine Practitioner Consultation^ with Acupuncture Treatment (single treatment)

Chinese Medicine Practitioner Consultation^ with Bone-setting Treatment (single treatment)

Chinese Medicine Practitioner Consultation^ with Tuina Massage (single treatment)

Chinese Medicine Practitioner Consultation^ with Cupping Therapy (single treatment)

Physiotherapy Treatment@  Single treatment without Shockwave

Chiropractic Treatment+  Consultation with single treatment

Dental Consultation˚ – Scaling and polishing with Oral Examination

Sports therapy$  Consultation with single treatment

Nutrition Therapy()  Consultation with single treatment

Dietetic Therapy“ Consultation with single treatment

Psychological Service&  Single treatment

Counselling Service~  Single treatment

Primary Eye Care Examination§ (Aged 3 or above)  covering Refraction, Binocular Vision Function, Colour Vision Screening, Intra-ocular Pressure Measurement, External and Internal Ocular Health Examination, and report and explanation by Optometrist

Comprehensive Eye Examination covering all examination items included in Primary Eye Care Examination and Computerized Visual Field

As per the inputted value in MediConCen Application and approved by MediConCen.

 

* GP Consultation refers to any consultation with a Participating Provider who is a registered medical practitioner of the Medical Council of Hong Kong engaging in general practice and has a valid and subsisting practising certificate issued by the Registrar of Medical Practitioners pursuant to the Medical Registration Ordinance (Cap.161 of the Laws of Hong Kong)

# SP Consultation refers to any consultation with a Participating Provider whose name is included in the Specialist Register of the Medical Council of Hong Kong and who is qualified to provide specialist advice or treatment, prior referral of such patients by a registered medical practitioner who provides general consultation may be required

^ Chinese Medicine Practitioner Consultation refers to any consultation with a Participating Provider who is a registered Chinese Medicine Practitioner of the Chinese Medicine Council of Hong Kong and has a valid and subsisting practising certificate issued by the Registrar of Medical Practitioners pursuant to the Chinese Medicine Ordinance (Cap. 549 of the Laws of Hong Kong)

@ Physiotherapy Treatment provided by a Participating Provider who is a registered physiotherapist of the Physiotherapists Board of Hong Kong and has a valid and subsisting practising certificate issued by the Registrar of Physiotherapists pursuant to the Supplementary Medical Professions Ordinance (Cap. 359 of the Laws of Hong Kong)

+ Chiropractic Treatment provided by a Participating Provider who is a registered Chiropractor of the Chiropractors Council of Hong Kong and has a valid and subsisting practising certificate pursuant to the Chiropractors Registration Ordinance (Cap. 428 of the Laws of Hong Kong)

˚ Dental Consultation provided by a Participating Provider who is a registered dentist of the Dental Council of Hong Kong and has a valid and subsisting practising certificate pursuant to the Dentists Registration Ordinance (Cap. 156 of the Laws of Hong Kong)

$ Sports Therapy provided by a Participating Provider who is a health care professional who has the knowledge, skills and ability to utilise sports and exercise principles to optimise performance, preparation and injury prevention programmes, provide the immediate care of injuries and basic life support in a recreational, training and competitive environment, assess, treat and, where appropriate, refer on for specialist advice and intervention, provide appropriate sport and remedial massage in a sport and exercise context, plan and implement appropriate rehabilitation programmes as set out by the Society of Sports Therapists, including but not limited to satisfying the minimum benchmark requirement for Member status of The Society of Sports Therapists

() Nutrition Therapy provided by a Participating Provider who holds a degree (baccalaureate, master or higher) in Food and Nutritional Sciences and is a registered member (except student member) of the Hong Kong Nutrition Association or equivalent of foreign jurisdiction, or as seen fit by MediConCen

Dietetic Therapy provided by a Participating Provider who holds a degree (baccalaureate, master or higher) in Nutrition and Dietetics and is a registered member (except student member) of the Hong Kong Dietitians Association Ltd. or equivalent of foreign jurisdictions, or as seen fit by MediConCen

& Psychological Service provided by a Participating Provider who holds a degree (baccalaureate, master or higher) in Psychology and is a registered member (except student member) of the Hong Kong Psychological Society or equivalent of foreign jurisdictions, or as seen fit by MediConCen

~ Counselling Service provided by a Participating Provider who holds a degree (baccalaureate, master or higher) in Counselling and is a registered member (except student member) of The Hong Kong Professional Counselling Association or Hong Kong Marriage and Family Therapy Association, or equivalent of foreign jurisdictions, or as seen fit by MediConCen

§ Primary Eye Care Examination (Aged 3 or above) provided by a Participating Provider who is a registered Part I optometrist of the Optometrists Board of Hong Kong, and has a valid and subsisting practising certificate pursuant to the Supplementary Medical Professions Ordinance (Cap. 359 of the Laws of Hong Kong), or seen fit by MediConCen

Comprehensive Eye Examination provided by a Participating Provider who is a registered Part I optometrist of the Optometrists Board of Hong Kong, and has a valid and subsisting practising certificate pursuant to the Supplementary Medical Professions Ordinance (Cap. 359 of the Laws of Hong Kong), or seen fit by MediConCen


Schedule 2