Clinic Owner Terms of Service
These Terms govern the business relationship between Wise Guys Technologies Inc., carrying on business as Doctr (“Doctr”), and the clinic or healthcare provider identified at checkout (“Clinic”). Doctr’s registered office is 200-4388, #622, St. Denis Street, Montreal (H2J 2L1), Quebec, Canada. Its formal notice email is legal@doctr.ca.
The Clinic accepts these Terms through its authorized representative when purchasing or enrolling in the services. The acceptance date recorded for that transaction is the effective date. The services are purchased for the Clinic’s business activities.
1 Agreement and Selected Services
“Order Summary” means the service description and commercial details presented to and expressly accepted by the Clinic at checkout or upon separate enrollment, including the Clinic’s identity, selected services, applicable fees, currency, taxes, billing frequency and renewal date.
“Visibility Partnership” means the profile and visibility services selected in the Order Summary. “Direct Booking” means the optional appointment-booking and patient-payment services expressly selected by the Clinic. “Billing Cycle” means each subscription period specified in Section 3 or expressly agreed in the Order Summary.
These Terms and the accepted Order Summary form the agreement. Section 10 applies only to Direct Booking. An individually negotiated written agreement prevails over conflicting standard provisions. Subject to that agreement, the Order Summary governs the selected services and expressly accepted commercial details; Section 10 governs Direct Booking; these Terms govern other matters. An Order Summary does not override the amendment or cancellation protections unless a different provision is expressly negotiated in writing and is lawful.
Any applicable additional contractual document must be identified and made available before acceptance. Privacy matters remain governed by applicable law and the separate privacy documents applicable to the relationship; these Terms do not replace them.
2 Partnership Services
Doctr may publish a public Clinic profile containing its name, locations, contact information, services, hours, website, booking links and appointment availability. Paid benefits are those specified in the Order Summary and may include priority search placement and visibility to Doctr Care Coordinators.
A verified designation indicates only the specific information or status Doctr has checked and described to the Clinic. It is not a guarantee of care quality, accreditation or professional competence. Paid placement is a visibility benefit and does not entitle the Clinic to clinically inappropriate referrals or restrict patient choice.
Under this agreement, Doctr provides technology, visibility and administrative support for the Clinic. The Clinic remains responsible for its clinical services. Doctr does not guarantee any minimum profile views, referrals, appointments, new patients or third-party rankings.
Doctr will use reasonable care and skill in providing its services. Temporary interruptions may occur for maintenance, security, third-party failures or circumstances beyond Doctr’s reasonable control. Doctr will use reasonable efforts to limit their impact. This paragraph does not excuse failure to provide substantially the paid services agreed or remove remedies available under these Terms or applicable law.
3 Fees Subscription and Renewal
The Clinic agrees to pay the subscription and other applicable fees displayed and accepted in the Order Summary, plus applicable taxes. No specific price or rate is fixed in these Terms. The accepted currency and applicable fees are also reflected in the Clinic’s admin settings.
Subscriptions automatically renew every three (3) months unless cancelled, except where a different billing frequency is expressly agreed in the Order Summary. The next renewal date is shown in the admin settings.
The accepted pricing applies to the initial Billing Cycle and remains applicable on renewal unless lawfully changed under Section 4. Updating the admin settings alone does not amend agreed fees. Prospective changes must identify their effective date.
By providing payment information, the Clinic authorizes recurring charges for the applicable subscription fees and taxes and charges for other fees it has expressly accepted. Doctr must not charge a fee that has not been disclosed and agreed or lawfully amended.
Visibility-only partners do not incur Direct Booking appointment or payment-processing fees. An invoice dispute raised in good faith must be reviewed; the Clinic remains responsible for undisputed amounts. Nothing in this provision waives a legal right to challenge a charge.
4 Changes to Terms and Fees
Doctr may update these Terms and applicable partnership fees by giving at least thirty (30) days’ advance written notice to the Clinic’s account email address. The notice must describe the changes, provide access to the revised Terms or pricing and identify the effective date. Revised pricing will also be shown in the admin settings.
Changes take effect at the start of the first renewal Billing Cycle beginning at least thirty (30) days after notice, subject to any longer notice period or further acceptance required by law. If the upcoming renewal is sooner, the changes take effect at a later renewal that satisfies this period. Changes do not apply retroactively or alter a Billing Cycle already underway.
The Clinic may cancel before the effective renewal without a cancellation penalty. If it does not cancel and the subscription renews, the notified changes apply to that renewed Billing Cycle, subject to any acceptance required by law.
New optional services, a different or additional revenue-share arrangement, or an obligation requiring express consent must be separately disclosed and accepted before it applies. No revision overrides a negotiated written agreement contrary to that agreement’s amendment provisions.
5 Cancellation, Suspension and Termination
The Clinic may cancel automatic renewal at any time through any cancellation function offered in its admin settings or by written notice under Section 14. Cancellation prevents further renewal charges. Unless the Clinic requests immediate termination, the paid subscription and its benefits continue until the end of the current Billing Cycle. Subscription fees for the current Billing Cycle are non-refundable.
The Clinic may also terminate the agreement immediately by written notice. Accrued fees and usage fees for completed services remain payable. Immediate termination does not entitle the Clinic to a refund or credit for any unused portion of the current Billing Cycle.
Doctr may suspend affected services where reasonably necessary for non-payment, material breach, suspected fraud or unlawful activity, security risks, professional misconduct or serious patient-safety concerns. The Clinic authorizes Doctr to make reasonable changes to its profile, account settings and service configurations on the Clinic’s behalf where necessary to address these issues or comply with this agreement or applicable law. Doctr may implement such changes or suspend affected services immediately, without further approval from the Clinic or a prior remediation period, subject to applicable law. Doctr will give written notice describing the action and its reasons at the time of the action or as soon as reasonably practicable afterward.
Doctr may terminate for a serious reason, including a material breach, subject to applicable restrictions on termination, and will take reasonable steps to avoid preventable harm. No refund or credit is due for the unused portion of the current Billing Cycle. Any prepaid subscription fees attributable to future Billing Cycles will be refunded, subject to lawful deductions.
Termination ends paid benefits and new Direct Booking services, but does not automatically cancel existing patient appointments. The parties remain responsible for their agreed obligations concerning existing bookings, patient refunds and outstanding settlement. The public profile may remain under Section 6.
6 Clinic Content and Public Profiles
The Clinic retains ownership of content it supplies and confirms it has authority to permit its use. During the partnership, it grants Doctr a non-exclusive, royalty-free licence to reproduce, display and format its name, logo, contact information, descriptions, photographs and booking links solely to provide the agreed profile and visibility services. Separate promotional uses outside those services require separate authorization.
Doctr reserves the right to retain, display, maintain and update an accurate factual public Clinic listing after cancellation or termination. The Clinic’s permission to use factual information it supplied or approved for public display survives solely for that listing purpose, subject to applicable law. Cancellation alone does not require removal of the listing.
After the paid partnership ends, Doctr will remove paid-partner designations and statements implying an ongoing paid relationship. Doctr may continue to display supplied logos, photographs or promotional descriptions only within an applicable continuing licence; the Clinic may withdraw permission for those items by written notice, and Doctr will remove them within a reasonable time.
The Clinic may request factual corrections at any time. Doctr must respect applicable correction, removal, intellectual-property and other legal rights. These permissions do not cover patient information or confidential information. Retaining a listing does not represent that the Clinic endorses Doctr.
7 Clinic Responsibilities and Account Use
The Clinic is responsible for its healthcare services, professional judgment, licensing, professional-college obligations, appointment accuracy, lawful patient billing and patient communications not expressly assigned to Doctr. Each party remains responsible for its own acts, omissions and legal obligations.
The Clinic must keep its profile and availability accurate, honour accepted bookings, and promptly identify material errors. The accepting representative confirms authority to bind the Clinic.
The Clinic must restrict account access to authorized persons, take reasonable measures to protect credentials and promptly report suspected unauthorized access. Neither party may use the services or the other party’s materials unlawfully, infringe third-party rights or interfere with platform security.
No provision requires unlawful referral compensation, fee splitting, patient charges or advertising. Doctr will not apply an arrangement prohibited for the relevant province or profession. Any lawful substitute arrangement must be disclosed and agreed before use. The Clinic is not required to pass Doctr’s fees on to patients.
8 AI Visibility and AEO
Where selected, Doctr may provide AI Visibility and Answer Engine Optimization (AEO) analysis of the Clinic’s website, public listings, booking platforms and other public information.
Recommendations aim to improve clarity, consistency and visibility but do not guarantee rankings, recommendations or appearance on third-party search or AI platforms. Website migration, DNS changes or access to Clinic-controlled systems requires separate authorization.
9 Confidentiality and Intellectual Property
Each party must protect the other’s non-public business information using reasonable care, use it only to perform this agreement or exercise lawful rights, and disclose it only to persons who need it and are subject to appropriate confidentiality obligations. This does not cover information lawfully public, independently developed or lawfully obtained without restriction. A legally required disclosure is permitted; where lawful, advance notice must be given.
Doctr retains ownership of its platform, software, methods and materials. During the subscription, the Clinic receives a limited, non-exclusive right to use the agreed services for its business. The Clinic retains its content rights subject to Section 6. Neither party obtains ownership of the other’s intellectual property.
This section addresses commercial confidentiality and intellectual property; the separate applicable privacy documents address personal information.
10 Additional Direct Booking Terms
This section applies only where the Clinic expressly selects Direct Booking. Doctr may display availability, facilitate bookings and provide the patient-payment services selected in the Order Summary.
A “Completed Appointment” is an in-person appointment booked through Doctr for which the Clinic actually provided the scheduled service. A booking, cancellation, no-show or uncompleted appointment alone does not trigger a completed-appointment fee. Completion must be reasonably supported if disputed.
The Clinic pays only the applicable appointment and payment-processing fees expressly accepted at checkout or Direct Booking enrollment, plus applicable taxes. These are also reflected in admin settings. A refund of a patient payment does not automatically reverse an appointment fee for a service actually completed, unless agreed or required by law. Any non-refundable processing fee must have been disclosed before acceptance.
The Clinic remains responsible for lawful patient prices, cancellation conditions and service refunds. Doctr is responsible for accurately implementing refunds it agrees to process and correcting payment errors attributable to it. No patient charge is authorized merely by accepting these business Terms.
Where Doctr collects payments for the Clinic, the Clinic appoints Doctr to receive them solely for the agreed collection and remittance purposes. The parties’ rights and duties concerning those funds remain subject to applicable law. Collection authority does not authorize use of those funds as Doctr’s operating funds.
Unless a different settlement period is expressly agreed, Doctr will remit cleared funds collected through the end of the preceding calendar month on the 15th of each month, or the next business day. Permitted deductions are agreed transaction-related fees and taxes, patient refunds, documented chargebacks and reversals, and corrections of identifiable payment errors. Unrelated subscription debts may not be deducted unless separately authorized and lawful.
Each remittance statement must identify the funds included and each deduction. A disputed deduction must be reviewed in good faith. Funds may be held beyond the agreed date only to the extent reasonably necessary under an applicable legal or disclosed payment-provider requirement; Doctr will explain the reason, scope and expected release timing where lawful.
After termination, outstanding funds remain subject to the agreed settlement schedule. A specific amount affected by a documented refund, chargeback or lawful hold may remain pending, but termination alone does not permit withholding all funds.
A different or additional Direct Booking or revenue-share arrangement requires separate written acceptance and must be lawful for the applicable province and profession.
11 Third Party Claims
The Clinic will indemnify Doctr for a third-party claim to the extent caused by the Clinic’s unlawful clinical services, infringement in Clinic-supplied content or material breach of this agreement. Doctr will indemnify the Clinic for a third-party claim to the extent caused by infringement in Doctr’s own platform or materials supplied under this agreement or Doctr’s material breach.
Indemnification covers reasonable defence costs and amounts finally awarded or agreed in settlement, subject to Section 12. It does not cover the protected party’s own fault or breach. The protected party must promptly notify the other, permit reasonable control of the defence and provide reasonable cooperation. No settlement may impose an admission or non-monetary obligation on the protected party without its consent, which must not be unreasonably withheld.
12 Liability
Subject to the exceptions below and applicable law, each party’s total liability arising from this agreement is limited to the fees paid or payable by the Clinic to Doctr under this agreement during the twelve (12) months preceding the event giving rise to the claim. Patient payments collected for the Clinic are not fees for calculating this limit.
To the extent permitted by law, neither party is liable for indirect or consequential loss, including indirect lost profits, arising from this agreement.
Neither limitation applies to intentional or gross fault, bodily or moral injury, amounts lawfully payable or refundable under this agreement, funds collected for the Clinic that must be remitted, or any liability that cannot lawfully be limited. Nothing excludes Doctr’s responsibility for its own conduct or transfers its statutory obligations to the Clinic.
13 Governing Law and Disputes
This agreement is governed by the laws of Quebec and applicable federal laws of Canada, without excluding mandatory laws applicable in another province.
The parties will first attempt in good faith to resolve a dispute through their designated contacts. This does not prevent urgent relief or any step necessary to preserve a legal right. Subject to mandatory jurisdiction rules, the courts of Quebec have jurisdiction over disputes under this agreement. No provision removes a right to approach a competent regulator.
14 Notices General Terms and Survival
Formal notices to Doctr must be sent to legal@doctr.ca or delivered to 200-4388, #622, St. Denis Street, Montreal (H2J 2L1), Quebec, Canada. Notices to the Clinic must be sent to its designated account email or business address. Each party must keep its notice details current. An email notice is effective when delivered, provided no delivery-failure notice is received; statutory notice and receipt requirements prevail.
The parties are independent contractors. No employment, joint venture, agency or clinical partnership is created, except the limited collection authority expressly stated in Section 10.
Neither party may transfer the agreement without the other’s written consent, not unreasonably withheld, except to a successor to substantially all of the relevant business that assumes the agreement and does not materially reduce the other party’s rights, subject to applicable law.
These Terms, the accepted Order Summary and any expressly accepted or negotiated addenda constitute the agreement for the partnership services. A failure to enforce a provision is not a waiver. An invalid provision is severed only to the extent permitted by law, leaving the remaining agreement in effect.
Accrued payment and refund obligations, outstanding settlements, the limited profile permission in Section 6, confidentiality, intellectual-property ownership, third-party claims, liability and dispute provisions survive to the extent needed to give them effect. No survival provision authorizes unlawful retention or use of information.
15 Language and Electronic Acceptance
Where Quebec law requires a French version, the Clinic must be provided with the French Terms and applicable contractual documents before expressing a choice to contract in another language. English applies only if both parties expressly choose it after the French version has been provided, where that sequence is required by law. Acceptance of this document alone does not establish that this language-choice requirement has been met.
The French and English versions are intended to correspond. Mandatory language rights, including rights concerning discrepancies between versions, prevail over any contractual language choice.
Electronic acceptance by an authorized representative binds the Clinic to the version accepted and the applicable Order Summary. The Clinic may retain a copy of the accepted documents.