Effective Date: August 19, 2024
Medical Services Agreement
THIS MEDICAL SERVICES AGREEMENT (this “Agreement”) is made by and between TeleMed+ Services IKE, a private capital company (“Company”) and the owners and operators of Eligible Vessels (as defined below, such owner(s) and operator(s), (the “Owners” or “Subscriber”). Notwithstanding the foregoing, in the event that an Owner has engaged a manager to act as an agent on its behalf, then such manager shall be defined as “Manager”, and the Manager shall be the Subscriber. Company and the Subscriber are referred to herein as the “Parties” and each is a “Party”.
Recitals
(A)Company shall coordinate and arrange for, via its Third-Party Providers (defined below), a medical service provider for the provision of medical advice and other assistive services to owners, managers and operators of vessels so each managed vessel has access to assistive services for its Crew Members.
(B)Company’s “Third-Party Providers” are independent contractors to whom the Subscriber, Manager, Eligible Vessels, the Authorized Person (defined in Schedule I), and/or Crew Members may be referred to by Company to receive Services (defined below) as outlined in Schedule I, who are not subcontractors nor are employed by, or subject to the control of, Company, but are participants in Company’s network of service providers.
(C)The Manager, if applicable, manages the vessels eligible for the Services coordinated by Company and described in the “Catalog of Services” attached hereto as Schedule I (the “Services”), (each an “Eligible Vessel” and together, the “Eligible Vessels”) as agent for and on behalf of the Owners.
(D)Manager, if applicable, acting as agent for and on behalf of the Owners, warrants and represents that it has full authority to enter into this Agreement on behalf of each of the Owners and has full authority to bind the Owners, pursuant to Section 10.1.
(E)Company and the Subscriber have mutually agreed to the terms outlined below whereby Company shall provide the Services to each Eligible Vessel.
(F)In the event that the Subscriber, whether the Manager or the Owner (as applicable), has entered or will enter into a binding agreement with a larger collective of vessel group or an affiliate (collectively, “Vessel Group“), in which the Subscriber authorizes Vessel Group to act as an agent of Subscriber in accordance with the terms of that agreement. The Subscriber remains liable for all of its duties and obligations set forth in this Agreement.
Agreement
1.TERM AND COMMENCEMENT
1.1Company shall commence its obligations under this Agreement with respect to an Eligible Vessel on earlier of the date that (i) the Subscriber begins to receive the Services or (ii) is listed on an Order Form executed by the Subscriber (the “Order Form”, and such date, the “Commencement Date”). Thereafter, this Agreement and the relevant Services shall be effective for twelve (12) months from the Commencement Date (“Term”) for each Eligible Vessel, unless earlier terminated according to the terms of this Agreement. However, this Agreement and the relevant Services shall automatically terminate as to an Eligible Vessel upon (a) receipt of written notice (via email is acceptable) of termination from one Party to the other; (b) upon the notice of direct or indirect change of ownership (including through a direct or indirect parent entity) of the Subscriber, the Manager, the applicable Owner or the applicable Eligible Vessel; or (c) any material breach of this Agreement by the Subscriber, and any Eligible Vessel. For the avoidance of doubt, the Services are provided to the Subscriber and the Eligible Vessels, subject to this Agreement. Upon order or acceptance of the Services (whether by Subscriber or Vessel Group), the Subscriber agrees to be bound by the terms set forth in this Agreement.
2.COMMUNICATIONS AND REPORTING
2.1The Subscriber shall designate one of the Subscriber‘s employees to serve as its primary contact for all communications under this Agreement and to act as the Owners’ (or Manager’s, as applicable) and Eligible Vessels’ authorized representative and agent for all matters pertaining to this Agreement (such person, the “Subscriber Contact”), with such designation to remain in force unless a successor Subscriber Contact is appointed and notified to Company in writing. The Subscriber shall procure that the Subscriber Contact shall: (a) respond promptly to any reasonable requests from Company for instructions, information, or approvals required by Company to provide the Services; and (b) cooperate with Company and its Third-Party Providers in the provision of the Services and procure access to the Eligible Vessels, its Crew Members and/or equipment necessary to fulfil the Services.
3.SUBSCRIBER’S OBLIGATIONS RELATING TO THE SERVICES
3.1Only where Subscriber or the Eligible Vessels are not a party to a Supplier Subscription Agreement with Company (“Supplier Agreement”), Subscriber shall educate and update Company personnel on the Eligible Vessels’ medical and safety policies, if applicable, within thirty (30) days of the execution of the Agreement and prior to the activation of Services, and again within thirty (30) days of any change in such policies. Company personnel will be educated and updated by way of personal instruction by a representative of the Subscriber and delivery of written documentation.
3.2This Agreement and the Services provided herein do not permit the Subscriber, Manager, Owners, or Eligible Vessel to use the license of a physician, which Company has arranged only for the provision of the Services, to purchase onboard prescription medications or equipment through sources other than Company. The Subscriber, Manager, and Owners, who are party to an executed Supplier Agreement must request prescription medication and medical equipment through Company, except as otherwise directed by a Third-Party Provider or where such prescriptions, supplies, or equipment are not available through Company. To dispel any confusion, prescription medications will not be distributed or made available for purchase from a Third-Party Provider, pursuant to this Agreement.
3.3Subscriber will use its best efforts to provide Company with necessary, accurate and complete information pertaining to a Crew Member who requires Services. Subscriber will provide to the Company the consent of the Crew Member in order to provide the information related to the Crew Member. Company shall not be liable for errors or misjudgements resulting from miscommunication of this information or the inaccurate or incomplete transmission of such information to Company.
4.FEES & PAYMENT
4.1During the Term of this Agreement, the Subscriber, shall pay Company, for each Eligible Vessel, an annual Services fee as listed on the Order form (the “Fee”), which shall be billed for each Eligible Vessel on the applicable Commencement Date.
4.2Prices of the Services are set forth in this Agreement and, unless otherwise specified herein, all Fees shall be payable on a yearly basis, each year in advance. All payments are non-refundable regardless of the Subscriber’s, Manager’s, Owners’, and Eligible Vessels’ actual use of the Services or termination of the Agreement howsoever occurring.
4.3Payments for Fees and any other assessed fees are payable within thirty (30) days of the date of Company’s invoice.
4.4If any payment due from Subscriber hereunder shall be overdue for more than fifteen (15) days, Subscriber shall pay interest thereon at a rate equal to the lesser of the highest rate permitted by law or one and one half percent (1.5%) per month (eighteen percent (18%) per annum), such interest charge to be computed for the entire period for which the amount is overdue and which shall be in addition to any other remedy available to Company. No payment by Subscriber or receipt by Company of any sum due to Company hereunder shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of any sum due to Company hereunder shall be deemed an accord and satisfaction, and Company may accept such check as payment without prejudice to Company‘s right to recover the balance of such installment or payment or pursue any other remedies available to Company.
4.5Payments to Company of the Fees: (i) will be made in full, with no deductions or set off, including, but not limited to, any third party commissions, fees, bank fees or other charges, and irrespective of the outcome of any insurance; and (ii) are exclusive of withholding tax, customs, levies, excise taxes and sales taxes (including without limitation value added tax, goods and services tax and use tax) which Company will charge when applicable. Subscriber shall not be liable for any income tax assessed to Company.
4.6Fees included in this Agreement are firm for twelve (12) months starting from the Commencement Date. Thereafter, on an annual basis, or at the beginning of each renewal Term (at the Company’s sole discretion), all Fees will be subject to increase in accordance with Company’s prevailing rates.
4.7If this Agreement is terminated with respect to an Eligible Vessel on or before the twelve (12) month anniversary of the Commencement Date of the relevant Term, the relevant Owner, either directly or through the Subscriber or the Manager, shall pay the Fees in full for the remaining year with respect to such Eligible Vessel.
4.8If payment for Services is not received by the thirtieth (30th) day after invoicing, Company’s obligation to arrange for Services shall be immediately terminated. Notwithstanding, the Owners shall still be liable for the Fee under this Section 4. The Parties agree that, once paid, there is no reimbursement of any Fee. In addition, the Subscriber, Owners, and Manager shall be liable for all costs and expenses incurred in collecting any late payments or any other breach of this Agreement by the Subscriber, the Manager, the Owners, or the Eligible Vessels including, but not limited to attorneys’, fees.
5.OWNERSHIP
5.1Company retains sole and exclusive ownership of all rights, interests and title in all information and trade secrets transmitted to the Subscriber, Manager, Owners, and Eligible Vessels, including Company’s client lists, code and software and any underlying intellectual property rights and know-how associated therewith or with any part thereto, including without limitation, any and all trademarks, trade names, copyrights, patents and other intellectual property rights used or embodied in or in connection therewith. Nothing in this Agreement prohibits Company from using, developing, marketing, licensing, or otherwise disposing of the Services or concepts, software or code embodied therein anywhere in the world; nor shall anything herein be construed to grant to the Subscriber, Manager, Owners, or Eligible Vessels any rights in or to any present or future services or products of Company, whether or not similar to the Services.
6CONFIDENTIALITY
6.1Each Party agrees that it will not use (for its own benefit or otherwise) or disclose any non-public, proprietary, or personal information (collectively, “Confidential Information”) received from the other Party other than as expressly permitted under the terms of the Agreement or as expressly authorized in writing by the disclosing party. The receiving party will use the same degree of care to protect the disclosing party’s Confidential Information as receiving party uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The receiving party will not disclose the disclosing party’s Confidential Information to any person or entity other than the receiving party’s officers, principals, affiliates, employees (“Representatives”) and Third-Party Providers who need access to such Confidential Information in order to perform the receiving party’s obligations under the Agreement and who are bound by confidentiality terms no less restrictive than those in this Agreement. The receiving party shall be responsible and liable for any breach of the terms and conditions of this Agreement by its Representatives.
7.DATA Protection
7.1Each Party: (i) shall comply with all applicable legislation, laws, regulations, and other rules having equivalent force relating to the collection, use, disclosure, access to and destruction of personal data; and (ii) warrants that it has in place and undertakes to maintain throughout the duration of this Agreement appropriate technical and organisational measures against the accidental, unauthorized access or unlawful processing, destruction, loss, damage or disclosure of personal data and adequate security programmes and procedures to ensure that unauthorized persons do not have access to any equipment used to process or store personal data.
7.2Company shall use any personal data it receives in connection with this Agreement for the purpose of the performance of Services, monitoring quality and providing training.
8RESTRICTIONS AND BUSINESS STANDARDS
8.1The Subscriber, Manager, Owners, and Eligible Vessels undertake not to transfer, sell, assign, sublicense or make any disposition of the Services, or its access to the Services (including its assigned ‘s account) to any other party. The use of the Services by the Subscriber, Manager, Owners, and Eligible Vessels and the Crew Members shall be only for lawful purposes and as set out in the Agreement.
8.2The Subscriber, Manager, Owners, and Eligible Vessel undertakes not to: (i) attempt to copy, decompile, disassemble, modify or reverse-engineer the Services in any form or by any means; (ii) interfere with or disrupt the integrity or performance of the Services; (iii) attempt to gain unauthorized access to the Service’s software or code; (iv) utilise the Services except in accordance with the terms; or (v) include or otherwise provide, transmit or make available any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind.
9TERMINATION
9.1At the end of each Term, the Agreement will automatically renew for a successive Term of not less than twelve (12) months unless written notice of termination is given by either Party at least sixty (60) days prior to the end of the Term. Notwithstanding the aforesaid, either Party may terminate this Agreement on thirty (30) days written notice in the event that the other Party is in material breach of the Terms hereof and has failed to cure such breach within thirty (30) days of its receipt of such written notice. For the avoidance of doubt, non-payment or late payment of Fees shall be considered a material breach.
9.2This Agreement cannot be terminated for convenience unless mutually agreed between the Parties in writing.
9.3Either Party is entitled to terminate this Agreement with immediate effect, should the other Party take any action towards, or be presented with a petition for: liquidation; winding-up; dissolution; receivership; administration; or bankruptcy.
9.4If any Intervention is being carried out at the termination date, the Agreement shall remain in force for the purpose of completing such Intervention and the Subscriber will pay the applicable Fees for such Intervention accordingly.
9.5Upon termination, the Subscriber shall immediately pay all outstanding Fees due.
10.Undertakings and Warranties
10.1The Subscriber warrants and represents to Company that: it has the full right, power and authority to enter into this Agreement for and on behalf of the Manager and the Owners and to perform such obligations as are assumed by the Owners hereunder; it, the Manager and the Owners have the financial capacity to pay all amounts owing to Company under this Agreement; and the execution of this Agreement by its representative whose signature is set forth to this Agreement has been duly authorized by all necessary corporate or other required action and does not conflict with any other agreement entered into by the Subscriber, the Manager or the Owners.
10.2Company warrants to the Owners that it is not subject to any employment, confidentiality, non-competition or other agreements that preclude Company from providing the Services to the Owners.
11.LIMITATIONS
11.1Company shall be under no obligation to provide the Services to Crew Members who, in the reasonable opinion of Company, are located in areas that represent conditions in which providing the Services is impossible or unsafe, including without limitation: geographical remoteness; war (whether declared or undeclared); civil or other hostilities; or political unrest.
11.2During the period commencing on the Commencement Date and ending one (1) year following the termination date, the Subscriber, Manager, and Owners shall not, without Company’s prior written consent, directly or indirectly; (i) solicit or attempt to solicit the direct services of a Third-Party Provider; or (ii) hire, or attempt to hire, on behalf of the Subscriber, Manager, and Owners or any other person or entity, any employee of Company, former employee of Company, or a Company Third-Party Provider. During the period commencing on the Commencement Date through and ending one (1) year following the termination date, the Subscriber will not, whether for its own account or for the account of any other person or entity, intentionally interfere with the relationship of Company or its Third-Party Providers with, or endeavour to entice away from Company, any person who during the Term of the Agreement is, or during the preceding one-year period, was an employee, agent, or contractor for a Third-Party Provider.
12.GENERAL TERMS
12.1Entire Agreement. This Agreement, including the preliminary statements, any related schedules, attachments, and statements of work constitutes the entire agreement and understanding between the Parties concerning the subject matter hereof, and supersedes all prior discussions, representations, understandings or agreements, whether oral or written, between the Parties. Any modification or amendment to this Agreement must be made by way of a written amendment executed by authorized representatives of both Parties. Any terms, provisions or conditions on a purchase order, request for services, or other similar document from Subscriber which relate to, or purport to modify or override, any provision of this Agreement (including any of Subscriber’s online terms), are void.
12.2Interpretation. In the event of any inconsistent or incompatible provisions, this Agreement shall take precedence, followed by the Schedules.
12.3Waiver. The waiver by either Party of a breach of any of the terms and conditions hereof must be in writing and will not be construed as a waiver of any subsequent breach of such term or condition or the waiver of the provision itself. A Party’s performance after the other Party’s breach shall not be construed as a waiver of that breach.
12.4Publicity. Subscriber hereby approves to be featured on Company‘s subscriber list and grants Companythe right to present itself as a supplier of its Services to the Subscriber pending review and written approval of any marketing or promotional purposes utilizing Company’s Marks.Subscriber may revoke this approval in writing to the Company.
12.5Relationship. The relationship of the Parties shall be that of independent contractor and not of employment, partnership or joint venture. Neither Party shall have, nor represent that it has, any right or authority to bind the other to assume or create any obligation or responsibility expressed or implied on behalf of the other or in the other’s name, unless provided for in the Agreement. Company shall be free to engage in any other independent contracting activities, provided that the Company shall not be relieved from any breach of any provisions in this Agreement. To the extent that the Services are part of the benefits made available and provided to Crew Members that constitute medical care, and with the consent of the Crew Member, the Subscriber shall be the ‘Administrator’ of the Crew Member with full authority and discretion to administer the Services in a fiduciary capacity.
12.6Force Majeure. Company shall not be liable for failure to provide services and/or delays caused by acts of God, strikes, or other conditions beyond its control, including but not limited to, sanctions, flight conditions or situations where the rendering of Services is prohibited or delayed by local laws, regulators or regulatory agencies. Company shall notify the Subscriber of any circumstance likely to cause such failure or delay as soon as reasonably practicable.
12.7Assignment. Neither Party shall assign this Agreement (or any part thereof) without the advance written consent of the other Party, except that Company may assign or novate this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of Company’s assets or voting securities.
12.8Severability. If any provision of this Agreement is adjudged by a court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
12.9Governing Law. The Parties agree and consent to the original jurisdiction of the courts of England and Whales for all purposes regarding this Agreement and further agree and consent that the venue of any action brought by Subscriber, by Subscriber on an Eligible Vessel’s behalf, or on the behalf of the Manager and/or Owners, which arises from this Agreement or is concerning or connected with services performed under this Agreement. This Agreement is governed by, and construed in accordance with the laws of Greece and all Services under this contract shall be performed within the borders of Greece. Furthermore, the English version of this Agreement shall govern over any other translation of the terms and conditions contained herein.
12.10Dispute Resolution. A Party shall send written notice to the other Party of any dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any dispute set forth in the Dispute Notice by negotiation and consultation between each Parties’ senior representatives. In the event that such dispute is not resolved on an informal basis within thirty (30) days after one Party delivers the Dispute Notice to the other Party, either Party may initiate mediation as described below.
12.11Dispute Resolution. A Party shall send written notice to the other Party of any dispute (“Dispute Notice”). The Parties shall first attempt in good faith to resolve any dispute set forth in the Dispute Notice by negotiation and consultation between each Parties’ senior representatives. In the event that such dispute is not resolved on an informal basis within thirty (30) days after one Party delivers the Dispute Notice to the other Party, either Party may initiate mediation as described below.
12.12Dispute Resolution – Mediation. The Parties shall submit the dispute to a qualified, under Greek law, mediator. The Parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the Parties. The Parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the Parties, their agents, employees, experts, and attorneys, and by the mediator, and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, and in any litigation, arbitration or other proceeding involving the Parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of use in the mediation.
12.13Dispute Resolution – Arbitration. If the Parties cannot resolve any dispute for any reason, including, but not limited to, the failure of either Party to agree to enter into mediation or agree to enter into settlement proposed by the mediator, within ninety (90) days after the escalation to mediation, the issue shall be resolved by arbitration in accordance with the Greek Code of Civil Procedure( κώδικας Πολιτικής Δικονομίας) Arbitration Rules. The number of arbitrators shall be three, with each Party appointing an arbitrator and the third arbitrator shall be appointed by the two arbitrators appointed by the two Parties. The place of arbitration shall be Athens, Greece and the language shall be Greek.
12.14Survival. The following Sections shall survive expiration or termination of this Agreement: Sections 4, 5, 6, 8, 9, 11, and 12.
Schedule I – CATALOGUE OF SERVICES
A. The Services set out in:
A.2 Outlined in this Schedule I are additional Services which the Subscriber may, at any time, request Company to incorporate into the Subscriber’s Program and which will require:
(a) the payment by the Subscriber of additional Fees; and, where applicable;
(b) conclusion of:
(i) an amendment to the Agreement; or
(ii) a separate agreement.
B. In the event Company is unable to reach an Authorized Person after making a reasonable effort to do so, Company is authorized by the Subscriber to arrange for such services as it deems necessary for the Crew Member’s well-being.
C. Company’s Services are not a substitute for local emergency services.
D. Company reserves the right to modify, add or discontinue any feature of the Services set out in this Catalog of Services, upon reasonable notice to the Subscriber.
E. The following definitions shall apply to this Catalog of Services:
“Authorized Person” means the person(s) designated by the in writing to Company, prior to the Commencement Date (or such other person(s) as notified in writing to Company from time to time) as authorized to act on behalf of the Eligible Vessel or Crew Member under the Agreement.
“Captain” means the person appointed by the Subscriber as captain of any of the Subscriber’s Vessel.
“Crew Member” means: (i) vessel crew deployed by Manager to the Eligible Vessel; or (ii) a person working under a contract of service to personally provide services aboard the Eligible Vessel; and includes travel to and from the Eligible Vessel to execute such work (including international travel) as confirmed to Company by the Authorized Person.
“TeleMed+” means teleMed+ Services IKE, an Affiliate of Company incorporated in Greece.
“Medical Service Providers” means clinicians and facilities such as physicians, hospitals, clinics and dentists, who are third–party providers unrelated to this Agreement.
“Renewal Date” means the date on which this Agreement is renewed as shown on the Agreement.
“Subscriber’s Program” means the suite of Services procured by the Subscriber, as detailed in this Agreement.
Subscription Services
1.MEDICAL ADVICE AT SEA
Company will arrange for and coordinate the following services subject to the provisions in this Agreement in support of Subscriber’s Crew Members from the time of boarding an Eligible Vessel until it reaches shore.
1.1Set-up
(a)Customized Single Orientation Program for Medical Advice at Sea Utilization
During the implementation process if requested, Company will meet directly with key stakeholders and provide Subscriber with orientation materials. These orientation materials can be incorporated into Subscriber training programs, employee publications and operating manuals. The orientation program may either be conducted through a scheduled conference call or at a designated office location.
(b)Medical Advice at Sea Communication Protocol Guide
Company will provide a Communication Protocol Guide to Subscriber during the orientation, which guides Captains on how to successfully contact the Telemed+ services team. The Communication Protocol Guide will include a communication protocol and a checklist that contains the general questions that clinicians may ask during a medical situation.
2.At-Sea Case Management
Company will arrange for the following services, (24 hours a day, 365 days a year) to the Eligible Vessel or directly to the Authorized Person, on behalf of a Crew Member, at sea, subject to the Authorized Person’s prior approval.
(a)24/7/365 Medical Support and Access to Physician’s Advice
During a medical situation on board an Eligible Vessel, the Authorized Person, and/or Crew Members should contact the Telemed+ services team, whose staff will arrange for a call with a Third-Party Provider. Using their expert inquiry and assertion techniques, the Third-Party Provider will assess the medical situation and make a recommendation for the course of care. Medical advice and assistance will be available for any medical event on board an Eligible Vessel, regardless of its location or the time of day. For quality assurance purposes, all of the details from each case are documented into Company’s proprietary case management system.
(b)Risk Management Updates
In the event of a medical situation occurring on an Eligible Vessel, Company will notify Subscriber’s Authorized Person of any risk management situation involving illness, injury, death or evacuation. This notification is made after the medical event, in addition to the usual communications and notifications that occur per the protocols developed by Company and Subscriber.
3.Third-Party Service
Company may, as necessary, refer a Crew Member to an unaffiliated third-party provider for services not provided hereunder by Company. Subscriber, Manager, and Owners acknowledge that Company disclaims all liability for services not covered under this Agreement and not provided by Company.