THIS AGREEMENT is made and entered into this (today date) by and between:
LOTUS MEDICAL INTERNATIONAL CO., LTD., a company organized and existing under the laws of Thailand, with its principal office at 6/1 Rawai Seaview Condominium, 8/25 Moo 4 T.Rawai, Phuket, Thailand 83130 (hereinafter, “Lotus”); and the client.
HEREAS, Lotus is a company specializing in medical assistance services for tourists to Thailand requiring such services.
NOW IT IS HEREBY AGREED as follows:
The following terms shall have the following meanings:
1.1 “Ancillary Services”: the non-medical services as specified in the Schedule.
1.2 “Commencement Date”: [DATE].
1.3 “Contract Hospital”: the hospitals or medical establishment listed in the Schedule.
1.4 “Payments”: the amounts specified in the Schedule.
1.5 “Post-Treatment Services”: the services as specified in the Schedule.
1.6 “Term”: the period commencing from the date of this agreement until the completion of the Treatment pursuant to the Schedule.
1.7 “Treatment”: the type and nature of medical treatment and other medical assistance required by the Client as specified in the Schedule.
2. Lotus’ Obligations
From the Commencement Date and for the Term, unless and until terminated in accordance with Clause 6, and subject to the terms and conditions under this Agreement:
2.1 Lotus shall arrange for the Client the Treatment with the Contract Hospital. It is hereby understood that the Client shall on his/her own enter into a contract with the Contract Hospital which shall be directly responsible to the Client for the Treatment and any pre-Treatment evaluation. Lotus’ role shall be limited to the facilitation of such contract with the Contract Hospital and assistance in the administrative procedures for the Treatment.
2.2 Lotus shall provide the Post-Treatment Services specified by the Client per the recommendation of the Contract Hospital.
2.3 Lotus shall provide the Ancillary Services.
2.4 Lotus shall ensure that each of the relevant Contract Hospital has adequate mal-practice insurance in relation to the Client’s Treatment.
The obligations of Lotus under this Agreement shall be conditional on the following:
3.1 The Treatment is applicable only for elective and uncomplicated medical procedures and treatment. Medical procedures and treatment for patients with the following conditions are considered to be complex or high risk cases and will not qualify for the Treatment: bleeding disorders patients with underlying severe medical problems such as HIV and uncontrolled diabetes, and such other conditions as the Contract Hospital shall determine at the pre-Treatment stage.
3.2 Client shall have obtained all the necessary medical clearances for the Treatment from his/her medical doctor in his/her home country prior to the Commencement Date.
4. limitation of Liability
4.1 Client irrevocably and unconditionally agrees that he/she will not (and will procure that no member of his/her family will) bring any claim or other action of whatever nature and which exists now or may exist in the future and whether known or not known to the Client at the date hereof and whether in relation to a matter which is past, present or future and in respect of negligence or otherwise (“Claim”) against Lotus in relation to the Treatment undertaken by the Contract Hospital, such liability being imputed to the Contract Hospital alone.
4.2 Client acknowledges that Lotus is not a medical services provider nor is it an agent of any medical services provider.
4.3 Nothing in this clause shall exclude or limit liability in respect of Claims arising directly out of any statements made fraudulently or arising as a direct result of wilful concealment by Lotus.
5. Client’s Obligations
5.1 In consideration of the services to be rendered by Lotus under this Agreement, Client agrees to pay Lotus the Payments according to the terms and in the amounts set forth in the Schedule. The Client acknowledges that the Payments may be adjusted should there be any change in the scope of the Treatment, Post-Treatment, Ancillary Services and the costs related thereto.
5.2 Client shall pay the Payments by means of bank remittance or transfer to Lotus’ bank account as follows, or by such other means as Lotus shall notify the Client in writing. Client shall be responsible for all bank charges and other fees in relation to such remittance.
Name of Account: Lotus Medical International
Account No. 401-254471-9
Name of Bank: The Siam Commercial Bank
Address: Big C Koh Samui Branch, 129/19 Moo 1 TB. Bophut, Koh Samui, Suratthani, Thailand. 84320.
SWIFT Code: SI CO TH BK
5.3 Client shall disclose to the Contract Hospital any medical issues prior to the Treatment.
6.1 This Agreement shall terminate at the end of the Term.
6.2 Client may terminate this Agreement at will during the Term under the following conditions:
6.2.1 Termination prior to arrival in Thailand or prior to first consultation with Contract Hospital: subject to cancellation fee equivalent to the First Payment pursuant to the Schedule;
6.2.2 Termination after first consultation with Contract Hospital: subject to cancellation fee equivalent to the First and Second Payments pursuant to the Schedule.
6.2.3 Termination on or after commencement of Treatment at the Contract Hospital: subject to cancellation fee equivalent to all Payments made up to the effective date of termination including any additional costs incurred by Lotus and additional fees charged by Contract Hospital.
6.2.4 Notice of termination under this Clause shall be served in writing to Lotus no less than 15 days of the effective date of termination, unless waived in writing by Lotus.
6.3 Lotus may terminate the Agreement at will during the Term by service of a 15-day prior written notice to Client, subject to Lotus’ refund to Client of all Payments made to the effective date of termination.
6.4 If the Payments or any part of them shall remain unpaid after they have become due, Lotus may give Client a 7-day written notice to terminate this Agreement and unless such sum has been paid before the expiration of such notice, this Agreement shall upon such expiration terminate and Lotus’ obligations under it shall cease. In the event of such termination, cancellation fees in accordance with Clauses 5.2.1, 5.2.2, and 5.2.3 shall apply, without any prejudice to the liability of Client in respect of such or any other breach of this Agreement.
7. General Provisions
7.1 Severability. If at any time any one or more of the provisions of this Agreement become invalid, illegal or unenforceable in any respect under any law the validity legality, and enforceability of the remaining provisions hereunder shall not in any way be affected or impaired thereby except to the extent where such invalidity, illegality or unenforceability materially affects the nature and purpose of this Agreement.
7.2 Variation. No purported variation of this Agreement or the Schedule attached hereto shall be effective unless made in writing and signed by the Parties hereto.
7.3 Notice. Any notice to be served on any of the parties by the other shall be delivered to the address, electronic mailbox, or facsimile number of said party as set forth in the Schedule and shall be deemed to have been received by the addressee forthwith if delivered by hand; within 5 (five) days if delivered by an international overnight courier service; 14 (fourteen) business days of posting; or within one (1) business day if sent by fax or electronic mail, to the correct fax or electronic mail address, as the case may be. Each of the parties shall give notice to the other of change of any address or telephone, fax, electronic mail address or similar number within 30 (thirty) days of such change.
7.4 Entire Agreement. The parties acknowledge that this Agreement contains the whole agreement between the parties. All modifications to this Agreement shall be in writing and signed by both parties.
7.5 Waiver. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
7.6 Language. This Agreement shall be executed in English language, and the intention, meaning and effect of this Agreement shall be determined solely by reference to the English language. Any translation into Thai shall have no legal effect any may not be relied upon in interpreting or determining the rights and obligations of the parties.
7.7 Succession. Each of the obligations and undertakings accepted or given by the parties under this Agreement or any document referred to herein shall be binding on their respective successors, estates and personal representatives.
7.8 Force Majeure. The parties shall not be responsible for defaults or delays or casualties or other contractual breaches arising from or due to acts of force majeure or inclement weather conditions, natural disasters, war, civil unrest, fire, civil protest, flight cancellations, lockouts, layouts, labor disputes, epidemics, government delays and/or restrictions, earthquakes, storms, typhoons or any event beyond the direct control of either party.
7.9 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in all respects in accordance with the laws of Thailand and under the jurisdiction of Thai courts.
THIS AGREEMENT will bind the parties hereto as of the date stated above. The parties having read and well understood the provisions stipulated in this Agreement, deem them correct as intended in all respects hereof, and do hereunto affix their signature and seals (if any) in the presence of witnesses bearing testimony hereto. Each party shall hold and keep one copy hereof upon consummation hereof.
LOTUS MEDICAL INTERNATIONAL CO., LTD.