Doctor Agreement

Provider (Doctor) Agreement

This agreement is between Softx LLC, a limited liability company registered in Montana, United States (file number 17056359), mailing address 21 Miller Aly, Pasadena, CA 91103-3643, United States ("Suwa Care", "we", "us" or "our"), and the medical practitioner who accepts it ("you", the "Provider").

Please read it before you accept it. It sets out what each of us promises when you offer Consultations to Patients on the Platform.

1. Words we use

• This agreement uses the words defined in our Terms of Service, including Patient, Guardian, Consultation, Booking, Prescription, Health Data and Recording. The Platform is the Suwa Care website at suwa.care and the Suwa Care mobile apps.
• A Doctor is a medical practitioner registered with the Sri Lanka Medical Council (SLMC) and approved to offer Consultations on the Platform. You, the Provider, are the Doctor who accepts this agreement.
• A scheduled Booking is a Booking for a set time. Consult Now is an on-demand Consultation with the next available Doctor, and a Session is a period you declare during which you are live and take Consult Now Patients into your queue. A Home Visit (our "Doc to Door" service) is not yet launched.
• The Consultation Fee is the fee you set; a Platform Fee is a separate fee paid by the Patient, if section 11 says so.
• The MoH Guidelines are the Ministry of Health's Telemedicine Guidelines for Sri Lanka, version 1.0 (2024). The SLMC Rules are the SLMC's Guidelines on Ethical Conduct, its Instructions on Serious Professional Misconduct and its Social Media Guidelines for Registrants.

2. What this agreement covers

• What we do. We run the Platform, list you on it, take Patients' payments and pay you for the Consultations you provide. Suwa Care does not practise medicine, does not employ Doctors to direct their clinical judgement, and is not responsible for a Doctor's clinical decisions.
• How the sale is structured. We are taking legal advice on this, and the answer will be one of these. It does not change your clinical duties or your fee.
• [STRUCTURE 1 — Suwa Care as the Doctor's agent: The Doctor provides and sells the Consultation. We act for the Doctor in collecting what you pay, and pass it to the Doctor after deducting our fee.]
• [STRUCTURE 2 — Suwa Care as principal for the booking: We sell you the Consultation and engage the Doctor as an independent professional to deliver it. The Doctor alone is responsible for the medical care and for their clinical judgement.]
• What you do. You provide the Consultations. The clinical relationship with each Patient, and clinical judgement, are yours.
• Our other documents. Our Terms of Service, Privacy and Data Protection Notice, Telemedicine Informed Consent, Refund and Cancellation Policy and Complaints and Grievance Procedure set out what Patients are promised, and you agree to work consistently with them. Between you and us, this agreement prevails.
• Accepting. You accept it electronically before you take Bookings, and again for each new version (sections 22 and 23).

3. Your status

• You are an independent contractor, not our employee, partner or agent, and you cannot commit us to anything.
• You decide when you are available. We do not set your hours or promise you any number of Patients or level of income.
• We do not provide employment benefits, such as EPF or ETF contributions, paid leave or gratuity.

4. Eligibility and your promises

4.1 Registration and practice

For as long as you use the Platform, you promise that:

• you hold full SLMC registration under section 29 of the Medical Ordinance or Act No. 15, renewed as the Medical Ordinance requires, not suspended and not subject to a condition that prevents you providing Consultations. Provisional registration, registration as a Registered Medical Practitioner under section 41, and temporary registration under section 67A are not enough;
• you hold a valid practising certificate [[WHICH DOCUMENT COUNTS AS A PRACTISING CERTIFICATE]];
• you describe yourself as a specialist only if you are on the SLMC Specialist Register under section 39B of the Medical Ordinance;
• you hold any registration your own practice needs, including with the Private Health Services Regulatory Council (PHSRC) where that applies;
• you are entitled to practise privately, and nothing in your employment prevents you providing Consultations.

4.2 If you are employed by the government

• Provide Consultations only outside your official duty hours, and hold any permission your employer requires for private practice. Show it to us if we ask.
• Tell us your employer and grade when you register, and whenever they change. We keep this internal and do not show it on your profile.
• Officers in the Medical Administrative Grade may not provide Consultations on the Platform.

4.3 Where you are registered, and where you practise from

• Doctors registered only outside Sri Lanka are not eligible to use the Platform.
• If you are outside Sri Lanka when you provide a Consultation, you must tell us first. While you are abroad, give health education and advice only and do not issue Prescriptions. You are responsible for the law of the country you are in.
• We will show Patients that you are currently outside Sri Lanka, as the MoH Guidelines require. [[NOT YET BUILT: there is no field for this and nothing displays it — must exist before Doctors consult from abroad]]

4.4 Professional indemnity

• You do not need professional indemnity cover to be approved or listed on the Platform, and we do not pause or end your listing because you have no cover or your cover has lapsed. If you hold cover, you may give us the policy and its expiry date. We record the expiry date of your practising certificate, and may pause your listing if it has expired.

4.5 Credentials, checks and changes

• When you register you give us your National Identity Card, SLMC certificate and practising certificate with their expiry dates, primary qualification, any specialist certificates, images of your signature and rubber stamp, and a photograph, with your specialties, languages, qualifications, years of experience, fees, biography, registration number, the body you are registered with, your gender and your phone number.
• Everything must be true, complete and current, and you may show only qualifications registered with the SLMC.
• We review your documents before approving you and keep them in private storage. We may check the SLMC register, ask the SLMC to verify your registration, and ask for fresh documents [[HOW OFTEN WE RE-VERIFY]].
• Tell us within [[CREDENTIAL CHANGE NOTICE PERIOD]] if any of this changes, or if you become the subject of a complaint to the SLMC, an investigation, a disciplinary condition, a suspension or a criminal charge that touches your practice.
• Tell us whether you are a resident individual for Sri Lankan tax, whether you contract through a company or partnership, and your Taxpayer Identification Number if you have one (section 13). Tell us if any of that changes.

5. Clinical standards

• Your independence. You use your own clinical judgement and are responsible for it. The Platform has no artificial intelligence: it does not diagnose, triage, summarise or prescribe. It performs no drug-interaction, allergy or contraindication checking of any kind, and it will never warn you. It shows you the Patient's health profile, including any allergies they have recorded, and lets you search a medicine catalogue for a correct generic name; every clinical conclusion drawn from either is yours alone. Do not rely on the Platform to flag anything, and do not treat the absence of a warning as information.
• Standards. Provide Consultations to the same standard as an in-person consultation, and follow the Medical Ordinance, the National Medicines Regulatory Authority Act, the MoH Guidelines, the SLMC Rules and every other rule that applies to you.
• Suitability. Decide in each case whether a Consultation is appropriate. It is not appropriate for an emergency or a condition likely to need a physical examination, where an internal examination cannot be put off, where the Patient's other conditions or difficulty with the technology prevent safe use, for a child under 2, or for a medico-legal assessment. If it is not, tell the Patient and direct them to in-person or emergency care.
• During and after. Tell the Patient who you are, what part telemedicine plays in their care, its limits and how long it is likely to take. Refer them for in-person, test or specialist care when they need it, and say what to do next and if their condition worsens.
• Orientation. Before your first Consultation, complete our orientation on the Platform and on the MoH Guidelines, and confirm that you have read them. We may ask you to do this again each year, and to meet any skill criteria we set under MoH section 1.5.1. [[NOT YET BUILT: the orientation and its record — must exist before Doctors are onboarded]]

6. Consent, identity and recordings

• Consent. Patients give two separate consents when they register: consent to being treated by telemedicine, which is a clinical consent, and consent to us handling their health information, which is a data-protection consent. Consent to a particular Consultation may be implied where the Patient starts it. If you start a Consultation, get the Patient's explicit consent, spoken or written, before you continue, and note it in the record.
• Identity. We check a Patient's identity as far as the Platform allows, and you check it again at the start of each Consultation. Ask enough to satisfy yourself who you are speaking to, and if a Guardian takes part, record their identity and relationship to the Patient.
• Recordings. Recording is switched off at launch. If we switch it on: only you can start a Recording; you and the Patient must each consent inside the call; a Recording may be made only with the Patient's consent recorded in writing on the Platform, and only for educational or assessment purposes; and it stops if consent is withdrawn. Never record a Consultation any other way, including by screen recording or on another device.

7. Records, access and confidentiality

• Notes. Write a consultation note on the Platform for every Consultation: the history, your findings, your diagnosis or working diagnosis, your advice, and any Prescription, referral or follow-up. Where another health professional sees the Patient with you, each of you keeps your own notes.
• Access. You can see the records of your own Bookings, and a Patient's health profile while you care for them and for 90 days after that care ends. Open a Patient's records only to care for that Patient. We log who opens Prescriptions, consultation notes and health profiles, with the IP address and browser details.
• Confidentiality. Keep everything you learn about a Patient confidential, during this agreement and afterwards, and share a Patient's records with another practitioner only with the Patient's consent or where the law requires it. Do not use social media or messaging apps such as WhatsApp or Viber for Patient information, and do not take Patient data off the Platform unless care or the law requires it.
• Messages. You control whether Patients can message you: off by default, during a Consultation and until 2 hours after it, or for a window of hours you choose. While messaging is on, reply within a reasonable time and make clear that messages are not for emergencies.
• Clinical records you create stay on the Platform after this agreement ends and continue to name you as their author and as the prescriber [[CLINICAL RECORDS RETENTION]].

8. Prescriptions

• When you may prescribe. Prescribe only within your registration, and only when you have enough relevant information, and a diagnosis or provisional diagnosis, to prescribe in the Patient's best interest. Your accountability is the same as for an in-person consultation.
• What each Prescription must show: the Patient's name and age, the date, the medicines by generic name as the National Medicines Regulatory Authority Act requires, and your name, registration number, qualifications, signature, rubber-stamp image, practice address and current contact details. The Platform produces the Prescription as a PDF; check these details before signing. You give us images of your signature and rubber stamp, keep them current, and authorise us to place them only on your Prescriptions.
• The Patient's age. A Prescription cannot lawfully issue without it. If the Patient's date of birth is missing, ask for it and record it before you prescribe.
• Verification. Each Prescription PDF carries a QR code leading to a public page showing that the Prescription exists, its status, its issue date, your name, and a code showing it has not been altered. It shows no Patient information.
• Controlled medicines. Do not prescribe any medicine listed by the National Medicines Regulatory Authority as a controlled substance through the Platform, and do not issue Prescriptions while you are outside Sri Lanka (section 4.3).
• The Patient chooses the pharmacy. Do not send a Prescription to a pharmacy without the Patient's explicit consent, and never direct a Patient to a particular pharmacy, laboratory or other provider for your own gain. We do not sell, store or deliver medicines.
• If you issue a Prescription in error, void it on the Platform with a reason and tell the Patient.

9. Medical certificates and Home Visits

• Medical certificates. Do not issue medical certificates through the Platform. [[MEDICAL CERTIFICATE POLICY]] The MoH Guidelines say that issuing them through telehealth is not encouraged and needs to be regulated under standards of practice, so if this ever changes, the standards-of-practice protocol comes first.
• Home Visits are not yet launched. When they are, they are governed by this agreement and by [[HOME VISIT TERMS FOR PROVIDERS]].

10. Working on the Platform

10.1 Availability and scheduled Bookings

• Keep your available times accurate: a Patient books and pays for a time you have offered. Be ready at the booking time; the call can be joined from 15 minutes before it until 30 minutes after its planned end.
• You or the Patient can move a Booking to another of your available times of the same type, until the booking time, and the price does not change. Move one only for a good reason, and tell the Patient why.

10.2 Sessions and your settings

• You go live by starting a Session, which puts you in front of Consult Now Patients and gives you a queue. Start one only when you can see Patients promptly, from a suitable private place and, if section 4.2 applies, outside your official duty hours.
• You declare when the Session will end, up to 12 hours ahead. If we receive no signal from your device for 30 minutes, the Session closes on its own.
• You can change your Session settings, which default to: payment time 10 minutes (you may set 1 to 120), how long a Patient has to pay before their place passes to the next person; no-show wait 10 minutes (1 to 60), how long you wait in the call before a Patient counts as a no-show; attendance time 5 minutes (1 to 60), how long you and the Patient must be in the call together for the Consultation to count as having taken place; intake cut-off 10 minutes (0 to 120), when new Patients stop joining before your declared end; and an end-of-session booking grant, on, for 7 days (1 to 90), under section 10.4. Each call rings for 60 seconds, you may call a Patient up to 3 times by default, and a Patient who does not answer moves 3 places back.
• Before a Patient pays, we show them your payment time, no-show wait and booking-grant period. Set them fairly and do not change them to the disadvantage of a Patient already in your queue [[WHETHER A CHANGE APPLIES TO PATIENTS ALREADY IN THE QUEUE]].

10.3 When a Consultation has taken place, and no-shows

• A Consultation counts as having taken place once you and the Patient have been in the call together for your attendance time, 5 minutes unless you change it. After that, if either of you leaves the other can rejoin; if one of you has been out of the call for 5 minutes in a row, it closes automatically.
• A Patient who does not join Consult Now. If you are in the call and the Patient is not, for your whole no-show wait without a break, the Patient is a no-show and you are paid. You must genuinely be in the call and available throughout, and the wait counts only while the Platform can see who is in the call.
• Your no-show wait is never less than [[MINIMUM WAITING TIME — recommended: at least 10 minutes, whatever the Doctor sets]], whatever you set in your Session settings. We tell the Patient when a no-show is recorded, the Patient may ask us to look again, and we may reverse a settlement that was wrong or pay you only part of the fee, as our Refund and Cancellation Policy explains [OPTION: [[SHARE]]].
• A Patient who does not join a scheduled Booking: the rule in our Refund and Cancellation Policy section 6.3 applies once it is settled.
• A Patient who does not join a scheduled Booking: [[SCHEDULED BOOKING NO-SHOW RULE]]. A Consultation that ends before it has taken place: [[SHORT CONSULTATION RULE]].

10.4 Ending a Session

• See every Patient who has paid and is waiting before you end a Session, if you reasonably can. Patients who have not paid when it ends lose their place and are not charged.
• A Patient who has paid and whom you did not reach receives a booking grant: they may book you directly within your grant period using the payment already made, and you agree to honour that Booking. If they do not use it in time, or you have switched grants off, they are offered a refund and you are not paid.

10.5 Cancellations by you

• Cancel a Booking only for a good reason, such as illness or an emergency, tell the Patient as early as you can, and give a reason. If you cancel, move a Booking to a time the Patient cannot make, or do not attend, the Patient receives the remedy in our Refund and Cancellation Policy and you are not paid for that Booking.
• You cannot withdraw from a Consult Now request you have accepted while the Patient is paying; if you cannot see that Patient, end your Session.
• Cancelling or failing to attend repeatedly is a reason to review, suspend or end your account.

10.6 Conduct in calls

• Hold Consultations on the Platform's own call, from a quiet, private place, on a suitable connection and device, where nobody else can see or hear without the Patient's agreement. Do not move a Patient to another app or a personal call, except where a call has failed and the Patient agrees, or in an emergency.
• Be professional and respectful, do not discriminate, and never behave in a sexual or otherwise inappropriate way. Do not ask a Patient to undress or show intimate parts of the body on camera unless it is clinically necessary and the Patient explicitly agrees; offer in-person care instead where that is better.
• Do not ask a Patient for payment, gifts or other benefits outside the Platform. Calls are encrypted between each device and our media server but are not end-to-end encrypted, and you must not tell Patients otherwise.

11. Your fees, and what we charge you

• You set your fees, in Sri Lankan rupees, and a fee may be zero. For Home Visits, when they launch, you also set a travel fee: a fixed amount plus an amount for each kilometre, with an optional maximum, where distance is measured in a straight line from the centre of your nearest service area.
• The fee is fixed when the Patient books, even if you change it afterwards, and no tax is added. Keep your fees honest, and charge a Patient nothing outside the Platform for a Consultation arranged through it.
• What we charge you for the Platform:
• [OPTION A: Commission. We keep 15% of each Consultation Fee paid in Sri Lankan rupees, deducted before we pay you, and take no commission from travel fees. It is payment for the use of the Platform and our payment, support and administrative services, not for referring, recommending or procuring Patients.]
• [Option A is the model in the software today. The SLMC rules forbid a doctor giving "any gift, gratuity, commission or bonus" for procuring patients, so counsel must confirm Option A before it is used.]
• [OPTION B: A Platform Fee paid by the Patient. Patients pay us a Platform Fee of [[PLATFORM FEE]], shown to them separately before they pay. We take nothing from your Consultation Fee or travel fee.]
• [OPTION C: A subscription. You pay us [[SUBSCRIPTION FEE]] for each [[SUBSCRIPTION PERIOD]] to use the Platform, whatever number of Patients you see. We take nothing from your Consultation Fee or travel fee.]
• We give you at least [[FEE CHANGE NOTICE PERIOD]] notice before changing what we charge you. If you do not accept the change, you may end this agreement before it takes effect.

12. How we pay you

• We collect, then we pay you. Patients pay through our payment provider, and we collect what they pay under whichever structure in section 2 applies; do not take payment from Patients yourself. For each Consultation you provide we pay you the Consultation Fee and any travel fee, less our commission if Option A in section 11 applies, less any withholding tax (section 13) and less anything you owe us under this agreement.
• When a fee is earned. For Consult Now, when the Consultation has taken place or the Patient is a no-show (section 10.3). For a scheduled Booking, [[WHEN A SCHEDULED CONSULTATION FEE IS EARNED]]. For a Home Visit, when the Patient confirms the visit, or 24 hours after you check out if you confirmed you attended and nobody reported a problem; a reported problem holds the payment until we have reviewed it.
• When no fee is due. You are not paid for a Consultation that is cancelled, does not take place, or is refunded because you cancelled, did not attend or did not provide it properly; if we have already paid, we may deduct it from a later payment and show that on your statement. If we refund a Patient for a reason on our side, such as a technical failure, we bear the cost.
• Chargebacks. If a card payment is reversed for a Consultation you provided properly, we bear the loss; if it is reversed because the Consultation did not take place or you broke this agreement, we may recover the fee from you.
• When and how we pay: [[PAYOUT SCHEDULE]] and [[PAYOUT METHOD]]. Keep your payment details accurate.
• Statements. Each payment will come with a statement of the Consultations covered, the fees, any deductions and any withholding tax. [[NOT YET BUILT: there is no payout system, no payment details, no statement and no tax deduction in the software today — all of this must exist before you are paid]] The earnings page in your account is for information only and is not a statement of what we owe you.
• Before we deduct anything under this section, we will tell you what we propose to deduct and why, and give you [[DEDUCTION NOTICE PERIOD]] to disagree. Tell us within [[PAYMENT QUERY PERIOD]] if a payment or statement looks wrong.

13. Tax

• Withholding tax. If you are a resident individual and the total we pay you in a calendar month is more than Rs 100,000, we deduct withholding tax at 5%, or at whatever rate the law then requires, pay it to the Inland Revenue Department and give you a withholding tax certificate. If you are not a resident individual, or you contract through a company or partnership, the deduction may differ [[TAX TREATMENT FOR NON-RESIDENT AND CORPORATE PROVIDERS]].
• Your own tax. You are responsible for your own income tax and any other tax on your earnings, and for any tax registration you need. Give us the tax information we reasonably ask for.

14. Data protection

• Our roles. For Patients' clinical records and other Health Data on the Platform, one of these applies, and our Privacy and Data Protection Notice uses the same three:
• [ROLE 1: Suwa Care decides how all records are handled, and Doctors follow our instructions.]
• [ROLE 2: Suwa Care and the Doctor decide together for clinical records.]
• [ROLE 3: each Doctor decides for their own clinical records, and Suwa Care handles them on the Doctor's instructions.]
• Whichever applies, we will agree in writing who answers a Patient's request about their data, including after you leave the Platform, who reports a breach, and who keeps which records.
• We follow the Personal Data Protection Act No. 9 of 2022. Its main duties on organisations begin on 1 January 2027, and the part that gives people formal legal rights has not yet been brought into force. We are committing to what this section says now, whether or not the Act yet requires it, and you agree to do the same.
• Your duties. Use Patient data only to care for that Patient, keep your login details secret, never share your account, use a secure device, and do not copy Patient data off the Platform except where care or the law requires. Help us answer a Patient's request about their data and investigate any breach, and tell us within [[BREACH REPORT HOURS]] hours if you think Patient data has been lost, misused or seen by someone who should not see it.
• Security. We protect the Platform with measures including encrypted connections, hashed passwords, rate-limited logins and short-lived login tokens, but, as the MoH Guidelines put it, complete protection cannot be ensured.
• Your own personal data. We process your identity and contact details, credentials and registration details, profile, fees and Session settings, Bookings and Consultation activity, records of when you open Patient records with the IP address and browser details, and payment and tax information, so that we can verify and list you, run Bookings and Sessions, produce Prescriptions, pay you, deduct tax, handle complaints, keep the Platform secure and meet our legal duties, including reporting to the SLMC. Your name appears on the public Prescription verification page. Our Privacy and Data Protection Notice says more; data questions go to our Data Protection Officer, whose contact details are in section 2 of that notice. [[PROVIDER DATA RETENTION]]

15. Your public profile

• What anyone can see today, without logging in: your name, specialties and sub-specialties, qualifications, languages, years of experience, fee and currency, biography, verification status, whether you are available for Consult Now, your gender, your rating (zero while reviews are off) and your photograph once we approve it. We do not show your email address, personal phone number, or practice location if you hide it.
• Registration number and contact details. The MoH Guidelines ask a platform to publish each practitioner's name, qualifications, specialty, registration number and contact details. You agree that we may show your SLMC registration number and your practice phone number, practice email address and practice address (your professional practice contact only, never your personal contact details) on your profile, and that we will show when you are consulting from outside Sri Lanka. [[NOT YET BUILT: the profile shows neither your registration number nor any contact details, and has no out-of-country marker — must exist before we rely on this]]
• Accuracy. Your profile must be factual: only qualifications registered with the SLMC, no specialist claim unless section 4.1 allows it, no government institution or post where you also work, and no claim about treatment successes or about being the best or top doctor. You allow us to show your name, photograph and profile while this agreement lasts.

16. Marketing and professional ethics

• How we advertise. We advertise our services without naming or picturing individual Doctors, our directory is open to every eligible Doctor on the same terms, and we publish no testimonials, patient stories or claims about treatment successes.
• What you must not do. Do not advertise yourself in the media in breach of the SLMC Rules, canvass for Patients directly or through anyone else, or use an official or government title to promote Suwa Care or your Consultations. Do not advertise or promote any medicine anywhere on the Platform, including in your biography and in messages: the National Medicines Regulatory Authority Act section 55 forbids it without the Authority's written approval. Neither of us pays the other to refer, recommend or procure Patients.

17. Reviews

• Patient reviews and ratings are switched off at launch.
• If we introduce them, we will tell you at least [[REVIEW NOTICE PERIOD]] beforehand. Only a Patient who had a Consultation with you could review it, we would moderate reviews, and you could reply. You must never ask for, write, buy or reward a review.

18. Complaints, incidents and cooperation

• Complaints and incidents. We handle complaints under our Complaints and Grievance Procedure and will share a complaint about your care with you; reply within [[COMPLAINT REPLY PERIOD]] and help us review it. Tell us within [[INCIDENT REPORT PERIOD]] about any serious incident connected with a Consultation, including harm to a Patient, a threat to anyone's safety, or a claim or regulatory approach about your work on the Platform.
• Regulators. Cooperate with the SLMC, the Ministry of Health, the PHSRC, the Data Protection Authority and any other authority acting lawfully, and keep notifying notifiable diseases as the law requires.
• No retaliation. Never treat a Patient badly, refuse care, or take any other step against a Patient, or against another Doctor or a member of our staff, because they have made a complaint or helped with one.
• Reporting to the SLMC. The MoH Guidelines require a platform that finds non-compliance by a health professional to report it to the SLMC. We will do so where we reasonably believe you have not complied and, where it is lawful and safe, we will tell you first and consider what you say.

19. Suspension, ending this agreement, and your account

• Ending it yourself. You may end this agreement by giving us [[PROVIDER NOTICE PERIOD]] notice at support@suwa.care, after seeing or properly cancelling the Bookings you have taken. You cannot close your account yourself: we record the request and support closes it once your remaining Bookings have finished, because clinical records must keep naming the practitioner who made them. We may end this agreement by giving you [[SUWA CARE NOTICE PERIOD]] notice.
• Suspending or ending it at once. We may hide your profile, suspend your account or end this agreement immediately if your SLMC registration lapses, is suspended or is made conditional, your practising certificate expires, we reasonably believe a Patient is at risk, you seriously or repeatedly break this agreement, the law or the SLMC Rules, you gave us false information, you retaliate against a Patient or anyone else for a complaint, you consult during official duty hours or without a permission you need, or a regulator or the law requires it. Where it is safe and lawful, we will tell you why and let you reply.
• What happens then. Your profile comes down and you take no further Bookings or Sessions. Bookings already made are cancelled and Patients receive the remedies in our Refund and Cancellation Policy. We pay the fees you have earned, less anything due under section 12. Clinical records you created stay on the Platform and keep naming you; if you need one, for example to answer a complaint or claim, ask us and we will give access where the law allows.
• What survives. Confidentiality, data protection, records, payments and tax due, liability and indemnity, intellectual property, and law and disputes survive the end of this agreement.

20. Liability, indemnity and insurance

• You are responsible for the care you provide and for your professional acts and omissions. We are responsible for running the Platform with reasonable care and skill, but do not promise that it will always be available or free of faults, and take no responsibility for clinical decisions.
• Indemnities. You will cover our losses, claims and reasonable legal costs arising from your clinical negligence, your breach of this agreement or the law, untrue information you gave us, or your breach of confidentiality or data protection duties, except so far as we caused them. We will cover yours arising from our breach of this agreement or of data protection law, except so far as you caused them.
• Limits. Apart from those indemnities, fraud and anything the law does not allow us to limit, neither of us is liable for indirect loss or loss of profit, and each party's total liability under this agreement is limited to [[LIABILITY CAP]].
• Insurance. We do not require you to hold professional indemnity cover (section 4.4). [[SUWA CARE INSURANCE]]

21. Intellectual property, and Patients outside the Platform

• The Platform, its software, design, brand and content belong to us or to our licensors. While this agreement lasts you may use it to provide Consultations and for nothing else: do not copy it, take it apart, or reach any part you are not entitled to reach.
• You keep ownership of your biography, photograph and other content, and allow us to use them to run the Platform and show your profile, but not to advertise you by name (section 16). Your signature and stamp images are used only on your Prescriptions.
• Clinical records: [[OWNERSHIP AND CUSTODY OF CLINICAL RECORDS]].
• [OPTION A: There is no restriction on seeing Patients outside the Platform.]
• [OPTION B: While this agreement lasts, and for [[NON-SOLICITATION PERIOD]] afterwards, do not invite a Patient you first met through the Platform to book with you outside it in order to avoid our fees. This never prevents a Patient choosing their own doctor, never interferes with care a Patient needs, and never applies in an emergency.]

22. Changes to this agreement

• We may change this agreement. We will tell you at least [[AGREEMENT CHANGE NOTICE PERIOD]] beforehand and ask you to accept the new version; if you do not accept it, you may end this agreement before the change takes effect. We may act sooner where the law, a regulator or Patient safety requires it, and no change affects fees you have already earned.

23. Law, disputes and general terms

• Governing law. Sri Lankan law governs this agreement.
• Disputes. Tell us first at support@suwa.care, and we will each try in good faith to settle the matter. Failing that: [OPTION A: the courts of Colombo decide it.] [OPTION B: we try mediation first, and if it does not settle the dispute within [[MEDIATION PERIOD]], the courts of Colombo decide it.] [OPTION C: it is settled by arbitration in Colombo under the Arbitration Act No. 11 of 1995.] Either of us may still ask a court for urgent relief or approach a regulator.
• Electronic acceptance. You accept this agreement, and each new version, by confirming it on the Platform, and we keep a record of the version you accepted and when.
• Notices. We write to the email address on your account. Write to us at support@suwa.care and, for formal notices, at 21 Miller Aly, Pasadena, CA 91103-3643, United States.
• General. If part of this agreement cannot be enforced, the rest still applies, and a right we do not enforce at once may still be enforced later. You may not transfer this agreement; we may transfer it to a company that takes over the Platform. This agreement and the documents in section 2 are the whole agreement between us, and neither of us is responsible for delay outside our reasonable control.

24. How to contact us

• Softx LLC, 21 Miller Aly, Pasadena, CA 91103-3643, United States. Email support@suwa.care.