MAISHA360 PHYSICIAN CLICKWRAP AGREEMENT

Effective Date: The date you click “I Agree” in the Maisha360 mobile application or web dashboard.

Parties:

• Katch Technology Limited (“Company”, “we”, “us”)
• You, the licensed physician (“Physician”, “you”)

By clicking “I Agree” and completing the Physician Fee Schedule below, you acknowledge that you have read, understood, and agree to be bound by this entire Agreement.

1. Definitions

• “App” means the Maisha360 mobile health application and physician dashboard.
• “Consultation” means a real‑time or asynchronous clinical interaction with a user (patient) via text, audio, or video through the App.
• “Consultation Fee” means the total amount a patient pays for a Consultation, as you set in the Physician Fee Schedule (Section 4).
• “Platform” means the Maisha360 software, payment gateway, and related infrastructure.

2. Relationship of the Parties

You are an independent physician, not an employee, agent, or partner of the Company. You are solely responsible for your medical practice, including clinical decisions, professional conduct, compliance with medical regulations, and any liability insurance. The Company provides only the technology platform and payment collection services.

3. How Fees Work

• You set your own Consultation Fees for different service types.
• Patients see your fees before booking.
• You may update your fees at any time via the physician dashboard; changes apply only to Consultations booked after the update.
• All fees must be in Tanzanian Shillings (TZS) and are inclusive of taxes unless you specify otherwise.

4. PHYSICIAN FEE SCHEDULE (Mandatory – complete in the App)

By filling in the table below and clicking “I Agree”, you confirm that the following fees are your own, freely determined by you, and shall apply to all Consultations you provide via Maisha360 until you update them in the dashboard.

Optional additional terms (check if applicable):

• I offer a package / subscription (e.g., 3 consults for TZS ______).
• I charge a cancellation fee of TZS ______ if user cancels less than 1 hour before appointment.

5. Fee Distribution (70% / 30% Split)

5.1 The Company collects the full Consultation Fee from the patient.

5.2 From each collected Consultation Fee:

• 70% to you (the Physician) – paid to your registered mobile money or bank account.
• 30% to the Company – platform fee.

Example: You set TZS 50,000 for a video consultation. Patient pays TZS 50,000. You receive TZS 35,000; Company receives TZS 15,000.

5.3 Payment gateway charges (e.g., M‑Pesa, Tigo Pesa, Airtel Money, card fees) are borne by the Company before calculating the split (deducted from the Company’s 30% share, not from your 70%).

6. Payment Terms

6.1 Settlement is weekly – within 10 business days after each calendar week (Monday to Sunday) in which the Consultation was completed.

6.2 You must provide valid payment details (mobile money number or bank account) in the dashboard.

6.3 A Consultation is “completed” when:

• The scheduled time elapses; or
• You mark it completed in the App; or
• The patient does not dispute within 48 hours after the scheduled end time.

6.4 No‑show / cancellation:

• If patient does not join within 15 minutes, you may cancel with no fee due.
• If you cancel less than 1 hour before without a valid emergency reason, you forfeit that fee.

7. Taxes

• The Company will deduct withholding tax (as required by the Tanzania Revenue Authority) from your 70% portion and remit to TRA. You will receive a withholding tax certificate.
• The Company handles VAT on total fees. You are responsible for declaring your net income and paying any other taxes due.

8. Your Obligations

• Maintain a valid, unrestricted Tanzanian medical license.
• Provide Consultations ethically, within your scope of practice.
• Maintain patient confidentiality (Data Protection Act No. 11 of 2022).
• Carry professional liability insurance (or self‑insure, if permitted).
• Notify the Company immediately if your license is suspended or revoked.
• Comply with the Maisha360 Clinical Code of Conduct (available in the dashboard).

9. Company Obligations

• Maintain the App’s teleconsultation feature with reasonable uptime.
• Securely collect payments and provide a dashboard with earnings history.
• Protect your personal data as required by law.

10. Intellectual Property & Patient Data

• The App, software, and branding remain the Company’s property.
• Your medical opinion is yours, but you grant a non‑exclusive licence to store and transmit Consultation records for operations.
• The Company may use anonymised, de‑identified Consultation data to improve the AI symptom checker and analytics.
• Patient health records in the “Secure Health Records” module are jointly controlled; both parties must maintain confidentiality and security.

11. Non‑Exclusivity

This Agreement is non‑exclusive. You may use other teleconsultation platforms. The Company may onboard other physicians.

12. Term and Termination

• Begins when you click “I Agree”.
• You may terminate anytime via dashboard (no penalty).
• Company may terminate immediately for breach of patient safety, confidentiality, licensing, or the Clinical Code of Conduct.
• Upon termination: you are removed from patient directory; any pending Consultations may be completed or cancelled; undisputed earned fees (70% of completed Consultations) paid within 30 days.

13. Disclaimers and Limitation of Liability

• THE PLATFORM IS PROVIDED “AS IS”. NO GUARANTEE OF MINIMUM PATIENTS OR REVENUE.
• COMPANY’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE FEES PAID TO YOU IN THE 3 MONTHS PRECEDING THE CLAIM.
• You indemnify the Company against any claim arising from your clinical negligence or violation of law.

14. Dispute Resolution

• Negotiation within 14 days.
• If unresolved, mediation under Tanzania Institute of Arbitrators (TIArb).
• If mediation fails, either party may refer to binding arbitration (TIArb) or to the High Court of Tanzania – Commercial Division, Dar es Salaam.

15. General Provisions

• Entire agreement replaces all prior MOUs or oral understandings.
• Company may amend with 14 days’ notice via App or email; continued use constitutes acceptance.
• Severability clause applies.
• Governing law: Tanzania.

BY COMPLETING THE PHYSICIAN FEE SCHEDULE ABOVE AND CLICKING “I AGREE” IN THE MAISHA360 APP, YOU CONFIRM:

• You have read, understood, and agree to this entire Agreement.
• You hold a valid Tanzanian medical license.
• You accept the 70% (Physician) / 30% (Company) fee distribution.
• The fees you entered are your own, freely set by you.
• You are an independent contractor.

END OF AGREEMENT

Implementation notes for your developer:

• The fee schedule must be presented as editable input fields (numeric TZS values) inside the clickwrap screen.
• The user cannot click “I Agree” unless all mandatory fee fields (at minimum, text, audio, video) are filled with valid positive numbers.
• Store a timestamped record of the submitted fee schedule along with the acceptance record.
• Allow doctors to update fees later via dashboard (with a new confirmation prompt).