Service Provider User Agreement

SERVICE PROVIDER USER AGREEMENT

1. INTRODUCTION

1.1. The website with the domain name www.wupdoc.com and associated applications, operated by Wupdoc B.V. ("Wupdoc", "We"), is established to list Health Clinics and/or Providers offering services worldwide on a platform and to enable people seeking healthcare services from anywhere in the world to access it via an anonymous Offer Request & Booking model. This Service Provider User Agreement ("Agreement") contains the terms and details regarding the use of Wupdoc as a medical service provider. This Agreement regulates the conditions that the User must comply with from the moment they wish to register as a member in order to benefit from the Wupdoc platform.

1.2. Wupdoc is a company headquartered at Sloterweg 303, 1171 VC Badhoevedorp, Amsterdam, Netherlands, with the tax identification number 865127761. The services provided by Wupdoc are of a software technology and intermediary nature and do not substitute for medical advice or medical services.

1.3. By visiting Wupdoc, accessing the Provider Portal, subscribing to a plan, or submitting an offer, you declare and undertake that you have read this Service Provider User Agreement, fully understand its content, and unconditionally accept all the terms specified.

1.4. This Agreement only regulates the legal relationship between Wupdoc and the Clinic and/or Provider regarding the use of the Wupdoc Platform. The medical treatment contract between the Clinic and/or Provider and the applicant for treatment/patient will be regulated strictly and independently between those parties.

2. DEFINITIONS

2.1. Unless explicitly stated otherwise, the following terms used in this Agreement shall have the meanings set forth below:

Wupdoc: Refers to Wupdoc’s website (www.wupdoc.com) and associated mobile software applications providing health tourism intermediation services.

Service Provider: Refers to natural and legal persons who enable users to enter into contracts electronically for the provision of healthcare products or services.

Content Provider: Refers to natural or legal persons who produce, modify, and provide any kind of information or data offered to Users via the internet platform.

Blog: Refers to the section within the Wupdoc Platform where various informational content is published by Wupdoc.

Device: Refers to electronic devices capable of running modern internet browsers, such as computers, tablets, smartphones, or other similar hardware.

Service: Refers to health tourism services purchased under the contract concluded between the Clinic and/or Provider and the applicant for treatment.

Member: Refers to a healthcare entity or professional who has fully completed the registration procedures on the Wupdoc Platform.

User: Refers to all natural or legal persons who access or use the Wupdoc Platform.

Visitor: Refers to person(s) who browse Wupdoc without registering or connecting with members.

Applicant for Treatment / Patient: Refers to a person seeking medical consultation, diagnosis, or treatment services from healthcare professionals.

Content: Refers to all accessible visual, textual, and audio elements published on Wupdoc, including text, photos, medical descriptions, videos, and graphics.

Clinic/Hospital: Refers to licensed healthcare institutions providing services in at least two medical specialties.

Provider: Refers to real and legal persons providing healthcare services with documented expertise in at least one medical field.

Subscription Plan: Refers to recurring paid membership tiers (Basic, Pro, Enterprise, or dynamic tiers) purchased by the Service Provider to access platform features and submit treatment offers.

Offer Request: Refers to anonymous treatment inquiries submitted by Patients detailing medical needs, preferences, and photos without disclosing personal contact details.

Offer: Refers to treatment proposals submitted by Clinics via Wupdoc containing package details, total pricing, and validity dates.

In-App Chat: Refers to Wupdoc’s secure internal messaging interface unlocked upon proposal acceptance.

Deposit: Refers to the down-payment paid by the Patient through Wupdoc to confirm a treatment booking. The Deposit counts directly toward the Patient’s total treatment price payable to the Clinic. The Deposit represents Wupdoc’s earned contractual intermediation commission and is retained by Wupdoc; it is NOT disbursed to the Service Provider.

GDPR: Refers to the European Union General Data Protection Regulation (EU) 2016/679.

Personal Data: Refers to any information relating to an identified or identifiable natural person under applicable data protection laws.

3. GENERAL TERMS

3.1. This Agreement regulates the mutual rights and obligations between Wupdoc and Healthcare Service Providers. From the moment a healthcare service provider accesses the Wupdoc Platform and before performing any transactions or registering on the Platform, this Agreement must be read and accepted.

3.2. If the Clinic and/or Provider does not accept some or all of the conditions set forth in this Agreement, the use of the Wupdoc Platform must be immediately terminated, no membership should be created, and no transactions performed. Proceeding to use the Platform constitutes full acceptance of this Agreement.

3.3. Wupdoc reserves the right to update and modify the Platform and this Agreement. Updates and changes shall be effective immediately upon publication on the Platform. Continued usage of the Platform after updates constitutes acceptance of modified terms.

3.4. Healthcare institutions and providers globally can apply for membership. If registration occurs without meeting licensing requirements, Wupdoc is not obligated to verify this upfront, and the Clinic/Provider shall remain solely responsible for any resulting legal or operational damages.

3.5. If Wupdoc makes favorable changes to this Agreement, they take effect upon publication. For changes that create material obligations against the Provider, approval may be sought via platform notification or portal login prompts.

4. WUPDOC PLATFORM & ACCOUNT REGISTRATION

4.1. Wupdoc is a software platform where Patients can review Clinics, submit anonymous Offer Requests, receive proposals, communicate via In-App Chat, and confirm treatment bookings by paying a Deposit. Wupdoc acts as a digital software intermediary and is not a medical provider, guarantor, or party to medical contracts.

4.2. A Clinic and/or Provider wishing to benefit from the Wupdoc Platform is required to complete the registration form and submit valid documentation, including:

4.2.1. Full Name and Title

4.2.2. Medical Specialty

4.2.3. Health Tourism Authorization Certificate and Doctor Diploma/License

4.2.4. Legal Clinic / Practice Name

4.2.5. Official Email Address

4.2.6. Official Phone Number

4.2.7. Physical Address

4.2.8. User Password

4.3. A Service Provider maintaining an active Subscription Plan can review anonymous Offer Requests, submit treatment offers, and utilize In-App Chat upon patient acceptance.

4.4. The Service Provider guarantees that all contact details provided are accurate and current. Wupdoc may transmit verification SMS or email messages to confirm account details.

4.5. The Service Provider is solely responsible for ensuring that profile information remains complete and up to date. The Service Provider waives all claims against Wupdoc for any disruption, data suspension, or losses resulting from incorrect or outdated profile information.

4.6. Wupdoc reserves the unilateral right to suspend, pause, or terminate accounts if submitted authorization documents or diplomas are found to be fraudulent, invalid, or unverified. Wupdoc is not obligated to verify all third-party credentials.

4.7. Payments made for Subscription Plans or credits are executed through integrated licensed Payment Systems (e.g., Stripe, Inc.). The Service Provider is subject to the terms of the relevant Payment System. The Service Provider is responsible for providing valid payment card details. All payment card security and PCI-DSS compliance are guaranteed by the licensed payment institution. Wupdoc shall not be held liable for payment gateway failures, bank processing errors, or credit card fraud.

4.8. The Service Provider shall not create or maintain multiple active accounts simultaneously without written permission. The Service Provider shall not transfer, sell, assign, or share its account, user profile, or login credentials with unauthorized third parties. If unauthorized account transfer or usage is detected, Wupdoc may permanently delete the account and terminate this Agreement.

4.9. The Service Provider must immediately inform Wupdoc and its banking institution if unauthorized account access, compromised credentials, or suspicious financial transactions are detected. The Service Provider bears sole liability for damages resulting from delayed reporting.

4.10. Regarding Clinics/Providers against whom official regulatory investigations or formal patient complaints have been initiated, Wupdoc reserves the right to suspend platform access, hide clinic listings, or terminate membership unilaterally pending investigation.

4.11. The Service Provider agrees to comply with all terms of this Agreement, platform guidelines, and applicable international health tourism regulations during platform usage.

5. RIGHTS AND OBLIGATIONS OF THE SERVICE PROVIDER

5.1. The Service Provider holds Content Provider status regarding all text, photos, pricing, and treatment plans uploaded to Wupdoc. The Provider assumes full legal and criminal liability for its content and agrees that Wupdoc bears no responsibility for third-party copyright or personal right infringements.

5.2. The Service Provider shall not upload content containing discrimination based on religion, race, gender, language, or sexual orientation, nor insulting, violent, obscene, or unlawful statements violating personal or intellectual property rights.

5.3. The Service Provider warrants that all uploaded result photos, clinic pictures, and promotional videos belong exclusively to the Provider or are properly licensed, and agrees to indemnify Wupdoc for any third-party copyright claims.

5.4. The Service Provider shall not copy, reproduce, distribute, or reverse-engineer any portion of the Wupdoc Platform or infrastructure.

5.5. The Service Provider agrees not to engage in unfair competition, slander Wupdoc or competing clinics, or violate public order and general moral principles.

5.6. The Service Provider grants Wupdoc a non-exclusive, global right to use clinic profile pictures, descriptions, and public videos for the purpose of platform marketing and promotion.

5.7. The Service Provider shall not engage in actions that overload, disrupt, cyber-attack, or restrict access to Wupdoc servers, software, or network infrastructure.

5.8. The Service Provider shall not transmit worms, malware, spyware, viruses, or malicious code, nor alter how Wupdoc is rendered on User devices. Decompiling, scraping, hacking, or database extraction is strictly prohibited.

5.9. If required to disclose user data to law enforcement or court authorities under mandatory law, the Service Provider shall limit disclosure strictly to the legally requested scope.

5.10. Wupdoc is not obligated to monitor or verify the ongoing truthfulness of Provider commitments. Violations forfeit Provider rights under this Agreement without releasing obligations.

5.11. If the Service Provider breaches this Agreement, Wupdoc reserves the right to immediately terminate membership and claim full compensation for direct and indirect damages.

5.12. Patients receiving treatment may publish reviews on Wupdoc. If a review is defamatory or contains insults, the Provider may notify Wupdoc within 24 hours to request moderation. If no objection is raised within 24 hours, the review is automatically published. Wupdoc retains absolute discretion regarding comment removals and requests no financial compensation for review moderation.

5.13. Subscription Plans, Auto-Renewal & Strict No-Refund Policy:

• To maintain active portal features and send treatment offers, the Service Provider purchases a recurring Subscription Plan (Basic, Pro, Enterprise, etc.) via the Subscription section.

• All Subscription Plans operate on a recurring auto-renewal basis (monthly or annually). The Provider authorizes Wupdoc and its payment processor to automatically charge recurring subscription fees on each renewal date.

• The Service Provider holds sole responsibility for managing subscription cancellations or downgrades through the Provider Portal prior to renewal dates. Cancellations take effect at the end of the prepaid cycle.

• Subscription fees grant software portal access and are strictly non-refundable. Wupdoc does not guarantee a fixed volume of patient requests or conversions. No partial or full refunds shall be issued for unused credits, forgotten cancellations, or unaccepted offers.

• Initiating credit card chargebacks for legitimate subscription fees constitutes a material breach resulting in account termination and legal enforcement.

5.14. Anti-Circumvention & Penalty: The Service Provider explicitly agrees not to circumvent Wupdoc by soliciting patients to finalize bookings, pay deposits, or execute treatment agreements off-platform. In the event of a proven off-platform circumvention, Wupdoc reserves the right to immediately terminate the Provider’s account and demand Liquidated Damages equal to 100% of the lost intermediation commission plus administrative enforcement costs.

5.15. Additional Services: Wupdoc may offer optional premium features or marketing tools. Fees and scope shall be set exclusively by Wupdoc.

6. RIGHTS AND OBLIGATIONS OF WUPDOC

6.1. Wupdoc provides digital software infrastructure enabling matchmaking, proposal generation, and deposit processing. Wupdoc does not provide ranking guarantees in exchange for fees. All pre-booking communications are conducted inside Wupdoc In-App Chat, and prior obligations requiring direct external phone/email contact within 12 hours are hereby null and void.

6.2. As a software intermediary, Wupdoc enables connections but bears no responsibility for clinical scheduling, medical outcomes, travel arrangements, or actual healthcare delivery.

6.3. Wupdoc provides technical infrastructure and makes reasonable commercial efforts to resolve server disruptions or software bugs.

6.4. Wupdoc strives for platform security and uptime but does not guarantee continuous, error-free 24/7 availability.

6.5. Wupdoc does not recommend or endorse specific Clinics or Doctors. Users conduct independent research, and clinic listing does not imply official certification by Wupdoc.

6.6. Wupdoc reserves the right to add, modify, restrict, or delete platform features at any time without prior individual notice.

6.7. Wupdoc reserves the right to request defense statements, suspend accounts, or permanently ban Providers misusing platform tools, engaging in unethical messaging, or violating terms, without incurring penalty or compensation liabilities.

6.8. Wupdoc may suspend or remove content that is illegal, defamatory, or infringing upon intellectual property rights without prior warning, and terminate associated accounts.

6.9. Wupdoc reserves the right to alter membership structures, payment methods, plan features, and pricing schedules upon platform announcement.

6.10. Platform data, code, user details, and database contents shall not be copied, scraped, or compiled into external databases. Wupdoc reserves all legal remedies for unauthorized data harvesting.

6.11. Wupdoc is authorized to share relevant Provider data with court or regulatory authorities pursuant to valid legal requests without violating confidentiality obligations.

7. DISCLAIMER, LIMITATION OF LIABILITY & CHARGEBACK INDEMNIFICATION

7.1. Intermediary Status: Wupdoc is an intermediary service provider and shall not be a party to disputes regarding medical agreements, treatment outcomes, malpractice, or withdrawal rights between Clinics and Patients.

7.2. Host Provider Status: Wupdoc is not obligated to verify the accuracy of user-generated content or clinic profiles, and bears no liability for incorrect information uploaded by Providers.

7.3. Technical Losses: Wupdoc shall not be liable for temporary or permanent data loss, account unavailability, or server failure resulting from technical incidents beyond its control.

7.4. Recourse Right: The Service Provider shall indemnify Wupdoc for any third-party damages, court costs, or administrative fines incurred due to Provider actions breaching this Agreement.

7.5. Legal Changes: Compliance costs or operational adjustments arising from external regulatory changes shall be reflected on the Platform and remain outside Wupdoc's liability.

7.6. Data Security Limits: Wupdoc implements technical and administrative security measures. Wupdoc shall not be held liable for third-party unauthorized server intrusion or data breaches not caused by Wupdoc's direct fault.

7.7. Lawful Use & Unfair Competition: The Provider bears sole legal responsibility for platform transactions and undertakes not to commit acts constituting unfair competition or copyright infringement.

7.8. Device Compatibility: The Provider assumes liability for hardware/device incompatibilities causing operational failures.

7.9. Payment Gateway Liability: Wupdoc bears no liability for payment gateway security incidents attributable to third-party payment processors.

7.10. Consequential Damages: Wupdoc shall not be liable for direct, indirect, incidental, or consequential damages, including loss of revenue, profit, or data.

7.11. Force Majeure: Wupdoc shall not be liable for failure or delay due to force majeure events, including natural disasters, warfare, government restrictions, cyber-attacks, server destruction, or power network failures.

7.12. Chargeback Defense & Full Indemnification Clause:

• The Service Provider explicitly acknowledges that Wupdoc’s contractual intermediation service for a patient booking is 100% completed the moment a Patient pays the reservation Deposit and receives booking confirmation.

• In the event that a Patient or Service Provider initiates a credit card chargeback, bank payment dispute, or claw-back procedure against Wupdoc for any reason (including treatment cancellation, medical dissatisfaction, travel disputes, or clinic failure), the Service Provider agrees to fully indemnify, defend, and hold Wupdoc harmless against all disputed amounts, chargeback processing fees, bank penalty fines, and legal expenses incurred by Wupdoc.

• Wupdoc reserves the immediate right to invoice the Service Provider for all chargeback losses or set off such liabilities against any pending or future balances owed to the Service Provider.

• The Service Provider agrees that its failure to perform medical services or a Patient's cancellation under the Clinic’s cancellation policy does not entitle the Clinic to demand or facilitate a chargeback against Wupdoc's earned intermediation commission.

8. INTELLECTUAL PROPERTY RIGHTS

All software code, visual design, database rights, trademarks, trade names, and platform contents belong exclusively to Wupdoc B.V. The Provider receives no intellectual property rights through platform usage and shall not create derivative works.

9. PERSONAL DATA PROTECTION AND COOKIE POLICY

9.1. Personal data processing is executed in compliance with GDPR, local data protection laws, and Wupdoc's Privacy and Cookie Policies.

9.2. Personal data of natural person representatives of the Provider is processed under applicable legal bases.

9.3. Processed data may be transferred to technical infrastructure suppliers (e.g., cloud hosting) in compliance with regulations.

9.4. Upon account termination, profile listings are removed; however, Wupdoc reserves the right to retain published patient reviews and evaluations indefinitely.

9.5. Platform browsing is subject to Wupdoc’s Cookie Policy.

10. CHANGES TO TERMS OF USE

Wupdoc may unilaterally modify this Agreement by publishing updated versions on the Platform. Changes become effective on the date of publication.

11. INTEGRITY OF THE AGREEMENT AND WAIVER

11.1. The invalidity or unenforceability of any provision shall not affect the validity of remaining provisions.

11.2. Platform guidelines, operational rules, and policies published on Wupdoc constitute integral annexes to this Agreement. Failure to enforce a right does not constitute a waiver.

12. EVIDENCE AGREEMENT (E-EVIDENCE)

The parties accept that Wupdoc’s database records, server logs, IP addresses, timestamp logs, click-wrap approvals, In-App Chat transcripts, commercial emails, and system records shall constitute definitive, binding, and exclusive legal evidence in all legal and arbitration proceedings.

13. APPLICABLE LAW AND JURISDICTION

13.1. This Agreement is operated from the Netherlands and governed by the laws of the Netherlands.

13.2. Any dispute, litigation, or chargeback proceeding arising from this Agreement shall be subject to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands, with proceedings conducted in English.

14. TERMINATION

14.1. Account termination by the Provider requires immediate cessation of platform usage.

14.2. Wupdoc may terminate this Agreement immediately without prior notice upon Provider breach of contractual terms.

14.3. The Provider agrees that Wupdoc bears no liability for account suspension or termination executed under this Agreement.

15. NOTIFICATIONS

15.1. Formal notifications to Wupdoc must be sent via email to support@wupdoc.com.

15.2. Wupdoc may transmit legal notices to the Provider via registered profile email addresses or phone numbers, producing full legal effect.

15.3. Profile contact information must be kept current; notifications delivered to registered emails or addresses shall be deemed legally valid even if unread.