DeaRx Technologies Partnership Agreement

Document version: 1.0
Last updated: 19 June 2025

Partners accept this Agreement electronically through the Jeni practitioner platform. Electronic signatures captured in the platform are legally binding to the extent permitted by applicable law.

Table of contents

1. Agreement structure
2. Master partnership agreement
3. Schedule A — Individual practitioner
4. Schedule B — Organisation
5. Schedule C — Clinic service addendum
6. Schedule D — Laboratory service addendum
7. Schedule E — Pharmacy service addendum

1. Agreement structure

DeaRx Technologies uses a master partnership agreement with role-specific schedules:

Signing requirements

Individual and organisation agreements are separate. A practitioner may sign an individual agreement for personal practice and, separately, an organisation agreement on behalf of a facility where they are a member.

Material changes to this Agreement require re-acceptance before continued use of gated platform features.

2. Master partnership agreement

Between:

DeaRx Technologies ("DeaRx", "Platform", "we", "us")
and

The Partner ("Partner", "you") — being either an Individual Practitioner (Schedule A) or an Organisation (Schedule B), together with any applicable service addendum (Schedules C, D, or E).

Section 1 — Definitions

In this Agreement, unless the context requires otherwise:

• Authorised Representative means an organisation member signing the organisation partnership agreement on behalf of the Organisation.
• Care Team Member means a practitioner or staff member associated with an Organisation on the Platform.
• Clinical Record means health information, consultation notes, assessments, prescriptions, lab results, and related documentation created or stored through the Platform.
• Organisation means a registered facility (clinic, laboratory, or pharmacy) operating on the Platform under Schedule B.
• Individual Practitioner means a licensed or credentialed healthcare professional operating in personal context under Schedule A.
• Patient or User means a person who books services, receives care, or uses Jeni consumer applications.
• Platform means DeaRx Technologies' Jeni practitioner hub, consumer applications, websites, practitioner applications, APIs, and related services.
• Service Type means the single organisation service category: clinic, laboratory, or pharmacy, selected at organisation creation.
• Verification means DeaRx Technologies' review and approval process for partner credentials and facility eligibility.

Section 2 — Partnership scope and relationship

2.1 Purpose

The Partner agrees to provide professional healthcare or healthcare-adjacent services through the Platform in accordance with this Agreement, applicable schedules, and Platform policies.

DeaRx Technologies provides technology infrastructure for discovery, booking, documentation, communication, payments, and care coordination. DeaRx Technologies is not the provider of clinical care unless explicitly stated in a separate written agreement.

2.2 Non-exclusivity

This partnership is non-exclusive. The Partner may engage in other professional activities outside the Platform, subject to confidentiality, non-circumvention, and professional conduct obligations in this Agreement.

2.3 Independent contractor

The Partner is an independent contractor, not an employee, agent, joint venturer, or franchisee of DeaRx Technologies. The Partner is solely responsible for clinical decisions, professional judgement, and compliance with applicable laws.

2.4 Territory

Unless otherwise agreed in writing, this Agreement applies to services delivered to Patients primarily located in Ghana. Cross-border telehealth or service delivery requires compliance with all applicable laws in both the Partner's jurisdiction and the Patient's jurisdiction.

2.5 Services covered

Depending on partner type and enabled features, the Platform may support:

• Online, in-person, and hybrid consultations
• Appointment scheduling, rescheduling, and cancellation
• Clinical documentation and care coordination
• Medication Therapy Management (MTM)
• Laboratory test ordering, referrals, and results
• Pharmacy product listings, orders, and fulfilment
• Coaching and wellness programmes (where enabled)
• Public partner and facility listings

The Partner will only offer services they are lawfully authorised to provide.

Section 3 — Commercial terms

3.1 Fees and pricing

• The Partner sets consultation and service fees within Platform guidelines, unless DeaRx Technologies sets standard pricing for specific programmes.
• All fees displayed on the Platform must be accurate, inclusive of applicable taxes where required, and updated promptly when changed.
• The Partner must not misrepresent prices, hidden charges, or service inclusions.

3.2 Platform service fee

DeaRx Technologies charges a platform service fee on eligible transactions processed through the Platform:

Fees may vary by partner tier, promotional period, or service type. DeaRx Technologies will provide fee schedules in the partner dashboard or a separate commercial schedule.

3.3 Payment processing

• Payments are processed through approved third-party payment providers (e.g. Paystack). The Partner agrees to applicable payment processor terms.
• The Partner authorises DeaRx Technologies to deduct platform fees, refunds, chargebacks, and adjustments from settlements.
• The Partner is responsible for providing accurate payout account details and keeping them current.

3.4 Payouts

• Eligible net amounts are paid to the Partner on a monthly cycle.
• Payouts are made in Ghana Cedis (GHS) unless otherwise agreed in writing.
• DeaRx Technologies may withhold payouts pending investigation of suspected fraud, policy violations, chargebacks, or regulatory requests.

3.5 Refunds and cancellations

• The Partner agrees to the Platform's cancellation and refund policy, as published in partner settings and patient-facing terms.
• Patient-initiated cancellation: Full refund if cancelled 48 or more hours before the appointment, unless otherwise stated in the published policy.
• Partner-initiated cancellation: The Partner must provide reasonable notice to the Patient; repeated cancellations may result in listing suspension.
• No-shows: Refunds for no-shows are handled in accordance with the published cancellation and refund policy.
• DeaRx Technologies may issue refunds at its discretion to protect Patient experience; recoverable amounts may be offset against future payouts.

3.6 Chargebacks and disputes

• The Partner cooperates with DeaRx Technologies in resolving payment disputes and chargebacks.
• The Partner bears responsibility for chargebacks arising from services not rendered, misrepresentation, or clinical/service disputes attributable to the Partner, except where caused by Platform payment errors.

3.7 Taxes

• The Partner is solely responsible for all taxes, levies, and statutory contributions arising from their income and services, including VAT where applicable.
• DeaRx Technologies may collect and remit taxes where required by law and will provide supporting documentation where available.

3.8 Invoicing and receipts

• Receipts and invoices to Patients may be issued by the Partner or by DeaRx Technologies on the Partner's behalf, as configured on the Platform.
• Transaction records are available in the partner dashboard.

3.9 Anti-circumvention

The Partner must not solicit Patients met through the Platform to complete bookings or payments outside the Platform for the purpose of avoiding platform fees, for a period of 24 months from the last Platform-mediated interaction, except where prohibited by law or professional regulation.

Section 4 — Platform conduct and listings

4.1 Profile accuracy

The Partner must maintain accurate and complete profile information, including:

• Name, credentials, specialties, and professional photograph
• Licence or registration numbers and expiry dates
• Availability, capacity, and consultation types (online, in-person, hybrid)
• Facility locations, contact details, and service descriptions (Organisations)
• Lab test catalog and pharmacy product listings (where applicable)

False, misleading, or outdated information may result in suspension or termination.

4.2 Public listings

• Verified partners may appear in public discovery listings on Jeni consumer applications.
• Listing visibility depends on profile completeness, contact information, bookable practitioners, and service catalog requirements.
• DeaRx Technologies may moderate, rank, feature, or remove listings at its discretion to protect Patients and platform integrity.

4.3 Accepting new patients

The Partner must update availability and accepting-new-patients status to reflect actual capacity. The Partner must not accept bookings they cannot reasonably fulfil.

4.4 Brand and marketing

• Jeni brand: The Partner may use approved "Verified Partner" badges and marketing materials only as provided by DeaRx Technologies. No implied endorsement beyond verification status is permitted.
• Partner brand: The Partner grants DeaRx Technologies a non-exclusive, royalty-free licence to use the Partner's name, logo, photograph, credentials, and facility information for discovery, booking, and platform operation.
• Posts and content: Content published through Platform social or educational features must be accurate, professional, and compliant with healthcare advertising regulations. DeaRx Technologies may remove content that violates this Agreement or applicable law.

4.5 Reviews and feedback

• Patients may submit ratings and reviews. The Partner may respond professionally.
• The Partner must not manipulate reviews, offer incentives for positive reviews, or retaliate against Patients for feedback.

4.6 Prohibited conduct

The Partner must not:

• Harass, discriminate against, or exploit Patients or staff
• Provide services outside scope of licence or authorisation
• Share Patient contact information for off-platform solicitation
• Upload malware, scrape Platform data, or reverse engineer the Platform
• Misuse another practitioner's credentials or allow unauthorised account access
• Engage in fraud, identity misrepresentation, or fee circumvention

4.7 Appointments and availability

• The Partner must maintain accurate calendars and honour confirmed bookings.
• The Partner must respond to booking requests and messages within 24 hours during business days.
• Consultation documentation should be completed within 48 hours of the session unless clinically impracticable.

4.8 Telehealth standards

For online consultations, the Partner must:

• Verify Patient identity appropriately
• Confirm the Patient is in a suitable private environment
• Use secure Platform communication channels for clinical interactions
• Advise Patients when in-person care or emergency services are needed
• Not guarantee immediate response for non-urgent matters

Section 5 — Professional standards and clinical obligations

5.1 Licences and qualifications

The Partner must:

• Hold all licences, registrations, and certifications required by applicable regulatory bodies
• Practise within scope of training, licence, and specialty
• Maintain continuing professional development as required by their regulator
• Notify DeaRx Technologies within 14 days of any suspension, revocation, restriction, or material change to credentials

5.2 Standard of care

The Partner agrees to provide services in accordance with:

• Applicable professional standards and clinical guidelines
• Ethical codes of their profession and regulatory body
• Applicable healthcare laws and regulations in Ghana

5.3 Informed consent

The Partner must obtain appropriate informed consent for examinations, treatments, telehealth consultations, data sharing, and sensitive care (including reproductive, mental health, and coaching services) in accordance with applicable law and professional standards.

5.4 Emergency and urgent care

The Platform is not for medical emergencies. The Partner must direct Patients to emergency services when urgent or life-threatening conditions are suspected.

5.5 Prescribing and referrals

Where prescribing is permitted:

• Prescriptions must comply with telemedicine and controlled substances regulations
• The Partner must document clinical rationale
• Appropriate referrals must be made when care exceeds the Partner's scope or requires in-person assessment

5.6 Safeguarding

The Partner must comply with safeguarding obligations for minors, vulnerable adults, and disclosures of abuse or violence, including mandatory reporting where required by law.

5.7 Continuity of care

On termination or extended unavailability, the Partner must use reasonable efforts to complete in-progress care episodes and support orderly handover of Clinical Records to the Patient or successor provider.

Section 6 — Verification and onboarding

6.1 Application

To become a verified partner, the Partner must:

• Complete the professional or organisation profile
• Upload required verification documents
• Sign the applicable partnership agreement (individual and/or organisation)
• Submit a verification request for DeaRx Technologies review

6.2 Verification documents

Individual practitioners must provide:

• Government-issued photo identification
• Professional licence or registration certificate
• Academic or professional credentials (as required)
• Professional indemnity insurance certificate (where required)
• Professional photograph

Organisations must provide:

• Business or facility registration documents
• Facility licence or regulatory approval (clinic, laboratory, or pharmacy)
• Representative identification
• Evidence of professional indemnity or facility liability insurance (where required)

6.3 Ongoing verification

DeaRx Technologies may request updated documents at any time. Failure to provide updated credentials within 30 days of request may result in suspension.

6.4 False information

Knowingly providing false or misleading information is grounds for immediate termination and referral to regulatory authorities where appropriate.

Section 7 — Data protection and privacy

7.1 Compliance

Both parties agree to comply with applicable data protection laws, including the Ghana Data Protection Act, 2012 (Act 843) and regulations thereunder, and sector-specific healthcare privacy requirements.

7.2 Roles

Specific data processing terms may be set out in a Data Processing Addendum.

7.3 Patient confidentiality

The Partner must:

• Maintain Patient confidentiality
• Access Clinical Records only for legitimate care and authorised Platform purposes
• Not disclose Patient information except with consent, as required by law, or for continuity of care

7.4 Security

The Partner must:

• Use strong, unique passwords and enable available security features
• Not share login credentials
• Access the Platform only from secure devices and networks where practicable
• Report suspected security incidents or unauthorised access to DeaRx Technologies within 24 hours

DeaRx Technologies implements appropriate technical and organisational security measures commensurate with the sensitivity of health data.

7.5 Data use limits

Patient data must not be used for unauthorised marketing, sale to third parties, or purposes unrelated to care delivery or Platform operation.

7.6 Coaching and consent

Where coaching or wellness features involve access to a client's health profile, the Partner must ensure explicit client consent is obtained through Platform workflows before accessing protected health information.

7.7 Artificial intelligence

Where AI-assisted tools are available:

• The Partner must not input identifiable Patient data into AI tools without appropriate consent and Platform authorisation
• AI outputs are decision-support only; the Partner retains full clinical responsibility
• The Partner must review AI-generated content before relying on it clinically

7.8 Breach notification

Each party will notify the other without undue delay (and in any event within 72 hours) upon becoming aware of a personal data breach affecting the other party's data or Patients.

7.9 Data retention and portability

• Clinical Records are retained in accordance with applicable medical records retention laws and Platform policies.
• On termination, the Partner may export Clinical Records through Platform tools for 90 days, subject to Patient rights and legal holds.
• DeaRx Technologies may retain records as required by law, dispute resolution, or audit.

7.10 Subprocessors

DeaRx Technologies may use subprocessors subject to appropriate contractual safeguards. A list of subprocessors is available on request or in the Privacy Policy.

Section 8 — Intellectual property

8.1 Platform ownership

DeaRx Technologies owns all rights in the Platform, including software, design, trademarks, and documentation. No ownership rights are transferred to the Partner.

8.2 Partner content

The Partner retains ownership of their clinical content, professional materials, and uploaded media. The Partner grants DeaRx Technologies a non-exclusive, worldwide, royalty-free licence to host, display, reproduce, and distribute such content as necessary to operate the Platform and fulfil this Agreement.

8.3 Restrictions

The Partner must not copy, modify, distribute, or create derivative works of the Platform except as expressly permitted.

8.4 Education materials

Platform-provided templates, protocols, and educational content remain DeaRx Technologies property or are licensed to the Partner for use within the Platform only.

Section 9 — Liability, insurance, and indemnification

9.1 Insurance

The Partner must maintain professional indemnity or malpractice insurance as required by their regulator, and organisations must maintain appropriate facility liability insurance. The Partner will provide proof of insurance on request.

9.2 Partner liability

The Partner is solely liable for clinical services and professional advice, regulatory compliance in their practice, and acts and omissions of Care Team Members (for Organisations).

9.3 Platform liability

DeaRx Technologies is not liable for the Partner's clinical services, professional judgements, or regulatory compliance. DeaRx Technologies does not guarantee Patient volume, booking frequency, or revenue.

9.4 Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, or consequential damages
• DeaRx Technologies' total aggregate liability arising from this Agreement is limited to the platform fees paid by the Partner in the 12 months preceding the claim, except for liability arising from gross negligence, wilful misconduct, or data protection breaches

9.5 Indemnification

Partner indemnifies DeaRx Technologies against claims arising from the Partner's clinical services, negligence, regulatory violations, breach of this Agreement, or infringement of third-party rights.

DeaRx Technologies indemnifies the Partner against claims arising from Platform intellectual property infringement or DeaRx Technologies' gross negligence in Platform security, subject to the limitation of liability above.

9.6 Survival

Sections on confidentiality, data protection, intellectual property, indemnification, limitation of liability, and dispute resolution survive termination.

Section 10 — Termination and suspension

10.1 Term by Partner

The Partner may terminate this Agreement with 30 days' written notice via the Platform or to jenirepro@gmail.com.

10.2 Term by DeaRx Technologies

DeaRx Technologies may terminate:

• With 30 days' notice for convenience
• Immediately for material breach, patient safety risk, fraud, licence revocation, data breach attributable to the Partner, repeated policy violations, or fee circumvention

10.3 Suspension

DeaRx Technologies may suspend Platform access and public listing pending investigation of suspected violations, credential expiry, or regulatory concerns.

10.4 Effect of termination

On termination:

• Public listing is removed
• New bookings are disabled
• In-progress care must be completed or handed over within 30 days
• Outstanding financial obligations, chargebacks, and indemnities survive
• Data export is available for the retention period in Section 7.9

10.5 Reinstatement

Suspended partners may apply for reinstatement after remedying the underlying issue, subject to DeaRx Technologies' discretion.

Section 11 — Dispute resolution and governing law

11.1 Governing law

This Agreement is governed by the laws of the Republic of Ghana.

11.2 Dispute process

1. Negotiation: Parties will attempt good-faith resolution within 30 days of written notice of dispute.
2. Mediation: If unresolved, parties will attempt mediation in Accra, Ghana, before a mutually agreed mediator.
3. Litigation: If mediation fails, disputes are submitted to the courts of Ghana.

11.3 Regulatory cooperation

Both parties will cooperate with lawful requests from healthcare regulators, data protection authorities, and law enforcement.

11.4 Notices

Notices under this Agreement may be delivered by email to the Partner's registered email address, in-app notification, or registered mail to the Partner's registered business address (Organisations).

Notices to DeaRx Technologies: jenirepro@gmail.com

Section 12 — General provisions

• Entire agreement: This Agreement, schedules, Platform Terms of Service, and Privacy Policy constitute the entire agreement between the parties.
• Amendments: DeaRx Technologies may amend this Agreement with 30 days' notice. Continued use after the effective date constitutes acceptance, or re-acceptance may be required for material changes.
• Assignment: The Partner may not assign this Agreement without DeaRx Technologies' written consent. DeaRx Technologies may assign to an affiliate or successor.
• Severability: Invalid provisions are severed; remaining provisions continue in effect.
• Waiver: Failure to enforce a provision is not a waiver.
• Force majeure: Neither party is liable for delay caused by events beyond reasonable control, provided notice is given.
• Electronic signatures: Electronic acceptance through the Platform constitutes a binding signature.
• Language: This Agreement is in English. In case of translation, the English version prevails.

Section 13 — Acknowledgement and acceptance

By signing this Agreement, the Partner acknowledges that they have:

• Read and understood this Agreement and all applicable schedules
• Authority to bind themselves (individual) or the Organisation (organisation representative)
• Provided accurate information in their profile and verification documents
• Agreed to be bound by the terms herein

Signatory name: ___________________________
Title (Organisations): ___________________________
Organisation name (if applicable): ___________________________
Registration number (if applicable): ___________________________
Date: ___________________________
Agreement version: ___________________________

3. Schedule A — Individual practitioner

This schedule applies to practitioners operating in personal context on the Platform.

A.1 Scope

The Individual Practitioner provides clinical and professional services directly to Patients, including consultations (online, in-person, hybrid), clinical documentation, prescribing where authorised, MTM where qualified, coaching where enabled and consented, and follow-up and referral management.

A.2 Profile and listing

The Individual Practitioner is personally responsible for profile completeness and accuracy, availability and capacity, professional photograph and bio, and accurate accepting-new-patients status.

A.3 Verification

The Individual Practitioner must maintain valid professional registration and provide updated credentials on expiry or change.

A.4 Insurance

The Individual Practitioner must maintain personal professional indemnity insurance as required by their regulatory body or Section 9.1.

A.5 Accountability

The Individual Practitioner is clinically and legally accountable for all services they provide in personal context, including appointment sessions, MTM records, and coaching interactions.

A.6 Organisation affiliation

If the Individual Practitioner is also a Care Team Member of an Organisation, organisation-context work is governed by Schedule B and the organisation partnership agreement. Personal context services remain the Individual Practitioner's personal responsibility.

4. Schedule B — Organisation

This schedule applies to registered facilities operating as clinic, laboratory, or pharmacy on the Platform.

B.1 Organisation warranties

The Organisation warrants that it:

• Is duly registered and authorised to operate in Ghana
• Holds valid facility licences for its Service Type
• Will comply with all facility-level regulatory requirements

B.2 Service type

Each Organisation operates one Service Type (clinic, laboratory, or pharmacy), selected at creation. The applicable service addendum (Schedule C, D, or E) applies.

B.3 Organisation partnership agreement

The organisation partnership agreement is signed by an authorised representative — any member of the Organisation — who confirms they are signing on behalf of the Organisation. The Organisation must ensure representatives sign only when properly authorised by the Organisation.

B.4 Member management

The Organisation is responsible for inviting and managing Care Team Members, ensuring members meet individual practitioner standards where applicable, deactivating ineligible members, and the conduct of members acting in organisation context.

B.5 Organisation profile

The Organisation must maintain accurate facility profile information, including legal and trading names, description, contact details, locations, and services offered.

B.6 Bookable practitioners

The Organisation must maintain at least one verified, bookable practitioner for public listing eligibility.

B.7 Finance and payouts

Organisation financial settlements are made to the Organisation's designated account. The Organisation is responsible for internal revenue allocation among members.

B.8 Context switching

When practitioners switch between personal and organisation context, clinical accountability follows the active context. Organisation policies apply to organisation-context patients and records.

5. Schedule C — Clinic service addendum

Applies to Organisations with Service Type clinic.

C.1 Services

The Organisation may offer in-person and hybrid clinical services at listed locations, including general and specialty consultations, follow-up visits, OB/GYN and related specialty care where appropriately staffed, and referrals to laboratory and pharmacy partners.

C.2 Facility obligations

The Organisation must maintain safe and appropriately equipped facilities, accurate listed locations, valid facility licensing, and appropriate clinical governance and supervision.

C.3 Appointments

In-person appointments must be honoured at the listed location. Patients must receive clear preparation, location, and contact information. Cancellation and rescheduling policies must be applied consistently.

C.4 Clinical governance

The Organisation must ensure practitioners practise within scope, junior staff are appropriately supervised, and patient safety and incident reporting protocols are in place.

6. Schedule D — Laboratory service addendum

Applies to Organisations with Service Type laboratory.

D.1 Services

The Organisation may offer laboratory testing services, including a published test catalog, sample collection where offered, test processing and result delivery, and fulfilment of referrals from Jeni partner practitioners and Patients.

D.2 Catalog accuracy

The Organisation must maintain an active, accurate test catalog and update pricing and availability promptly.

D.3 Sample handling

The Organisation must follow standard operating procedures for specimen collection, labelling, transport, storage, and chain of custody.

D.4 Results delivery

The Organisation must deliver results within published turnaround times, notify ordering practitioners and Patients of critical results according to clinical protocol, and ensure results are accurately attributed.

D.5 Quality and accreditation

The Organisation must maintain applicable laboratory accreditation and comply with national laboratory regulations.

D.6 Referrals and orders

Lab orders placed through the Platform must be fulfilled, or the Patient and ordering practitioner promptly notified with appropriate refund where payment was collected.

7. Schedule E — Pharmacy service addendum

Applies to Organisations with Service Type pharmacy.

E.1 Services

The Organisation may offer pharmacy services, including a published product catalog, prescription dispensing where lawfully authorised, over-the-counter sales where listed, and order fulfilment via pickup or delivery.

E.2 Catalog accuracy

The Organisation must maintain accurate product listings and stock availability, and must not list products it cannot lawfully dispense or supply.

E.3 Dispensing

The Organisation must verify prescriptions against applicable regulations, dispense only through qualified personnel, provide required counselling, and maintain dispensing records.

E.4 Product quality and safety

The Organisation must source medicines from authorised suppliers, maintain appropriate storage including cold chain where required, and not dispense expired, counterfeit, or recalled products.

E.5 Order fulfilment

Orders placed through the Platform must be fulfilled or cancelled with Patient notification within one to seven business days. Patients must receive accurate order status updates through the Platform.

E.6 MTM

Where Medication Therapy Management is offered, qualified pharmacy personnel must conduct MTM in accordance with professional standards and Platform documentation requirements.