Terms and conditions for healthcare providers

2.1By agreeing to these Terms, you represent and warrant that: (a) you are duly incorporated, registered, licensed, accredited or otherwise authorised to provide the healthcare services you list, offer, advertise or provide through the Platform; (b) each practitioner, employee, contractor or other person through whom you provide healthcare services holds all required qualifications, licences, registrations, permits, privileges and approvals and is in good standing with all applicable professional and regulatory bodies; (c) you have not been suspended, removed, delisted, sanctioned or restricted from the Services or from any applicable healthcare programme, regulator or professional body in a manner that would make your participation unlawful or unsafe; and (d) your registration, listing, referrals, communications, billing, patient-safety practices, clinical services, patient records, consent processes, confidentiality practices, data-protection controls and use of the Services comply with all applicable laws, regulations, professional standards and these Terms.

2.2You agree that all Provider information, credentials, service descriptions, availability, prices, clinical capabilities, personnel information and compliance materials you provide are accurate and will be kept accurate and up to date at all times. You may be required to provide passwords and designate authorised users, and, in this regard, you understand and acknowledge that:

2.3You may use the Services only for legitimate Provider operations and only on behalf of yourself or the Provider entity that has authorised you to do so. You represent and warrant that you have authority to act on behalf of the relevant Provider and to provide all information submitted through the Services. By using the Platform or App, you agree not to:

2.4If you violate these Terms, fail to maintain required licences, credentials, insurance or eligibility, present patient-safety, fraud, sanctions, anti-money laundering, reputational, operational or regulatory risk, receive material complaints, fail verification, or otherwise act in a manner that Gileam reasonably considers harmful to the Services, Gileam may immediately suspend, restrict, delist or terminate your Provider account, listings, referrals, bookings, settlement access and any related accounts. Gileam may notify you of the suspension, restriction, delisting or termination and the relevant basis where lawful and practicable. Gileam may reactivate your account, subject to any applicable costs, conditions, remediation, re-verification or payment holds, when you rectify the issue to Gileam’s satisfaction.

2.5You shall be solely responsible for indemnifying, defending and holding harmless Gileam, its affiliates and their respective directors, officers, employees, contractors, agents, payment partners and service providers for any claims, causes of action, losses, fines, penalties, costs or liability arising from any inaccurate Provider information, misrepresentation, credentialing failure, unlawful or unsafe service, clinical act or omission, billing dispute, refund, chargeback, data incident, breach of confidentiality, infringement or other content uploaded, posted, communicated or provided by you or through your Provider account. Gileam hereby disclaims all warranties, whether express or implied, including the implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, uninterrupted access, referral volume, revenue, payment timing and clinical or commercial outcomes.

3.1Gileam provides technology, referral, coordination, content, communications, administrative, booking and payment-facilitation tools used to facilitate access to healthcare services offered by independent Healthcare Providers. Gileam does not practise medicine and does not directly provide medical advice, diagnosis, treatment, prescriptions, clinical recommendations, emergency care, clinical supervision or healthcare facility operations through the App or Platform.

3.2You acknowledge that the Platform is not intended for medical emergencies or urgent medical conditions and that you are responsible for directing Users and patients to appropriate emergency services, triage pathways, hospitals, clinics, emergency departments or healthcare facilities where clinically required.

3.3Gileam may provide Providers with tools to create and manage Provider profiles and listings; receive, accept, decline, confirm, cancel or reschedule appointment requests; communicate administrative or appointment information to Users; offer in-person, home-based, virtual or other healthcare-related services; display service descriptions, prices, packages, plans or subscriptions; receive appointment reminders or service notifications; upload or manage administrative information; access payment, escrow, refund and settlement workflows; and use other features made available from time to time. Gileam may also make corresponding tools available to Users to search for services, request bookings, make or manage payments and communicate with support representatives.

3.4The availability of any Provider listing, referral, booking, payment workflow or Platform feature may depend on the applicable plan, location, Provider eligibility, credentialing status, User demand, payment status, risk controls, service type, operational factors and Gileam’s then-current policies.

3.5You are responsible for maintaining accurate availability, service locations, operating hours, practitioner schedules, appointment modes, prices and cancellation policies on the Platform. A booking is not confirmed until it is confirmed through the Platform or other approved communication channel such as SMS, WhatsApp, email, dashboard notification or another channel approved by Gileam. Once confirmed, you must honour the appointment except where rescheduling or cancellation is clinically necessary, legally required or permitted under these Terms and the applicable policy.

3.6You acknowledge that appointment availability is not guaranteed and may be subject to change due to Provider availability, practitioner illness, operational limitations, payment status, User eligibility, location, safety issues, clinical triage or other circumstances. You must promptly update the Platform and notify Gileam and affected Users of material changes, delays, cancellations or rescheduling needs.

3.7Gileam may cancel, reschedule, hold, restrict or decline bookings where necessary and may provide a reasonable explanation where lawful and practicable, including for suspected fraud, inaccurate information, non-payment, failed verification, User or Provider unavailability, patient-safety concerns, regulatory concerns, payment risk or misuse of the Platform. You must cooperate with Gileam in resolving affected bookings and must not charge Users outside the approved Platform workflow except where expressly permitted by Gileam in writing.

3.8For these Terms: (a) “cancellation” means ending a booked appointment or service before it takes place; (b) “late cancellation” means a cancellation made after the cancellation deadline displayed at booking or stated in the applicable Provider policy; (c) “rescheduling” means changing the date, time, location, mode, practitioner or Provider for a booked appointment or service; and (d) “no-show” or “missed appointment” means a User’s or Provider’s failure to attend, connect to, or otherwise be available for a booked appointment or service at the scheduled time. Cancellation fees, rescheduling fees, refund eligibility, payment forfeiture, Provider fees or commission consequences, and other consequences will depend on the rules displayed at booking, the applicable Provider policies approved by Gileam, the timing of the cancellation or rescheduling request, the type of service and applicable law.

3.9Where you cancel or reschedule an appointment, you must promptly notify Gileam through the Platform and, where permitted, the affected User; provide a clinically and operationally appropriate reason; assist with rescheduling or arranging an alternative option where available; comply with any refund, chargeback, penalty, delisting or quality-review consequences; and ensure that any patient-safety or continuity-of-care issues are addressed.

4.1By using the Platform as a Provider, you agree that Gileam may facilitate User payments for healthcare services through the Platform, including direct payment, escrow funding, payment-partner collection, wallet, card, transfer, bank or other approved payment methods. Unless Gileam expressly confirms otherwise in writing, payment collection, escrow or payment holding, processing, release, refund, reversal and settlement may be handled by regulated third-party payment processors, escrow providers, banks, compliance vendors or settlement partners in accordance with Gileam’s payment procedures and applicable Payment Partner rules.

4.2You agree to pay, or authorise Gileam and its Payment Partners to deduct, withhold or set off, all commissions, platform fees, subscription amounts, service fees, processing fees, escrow or payment-partner charges, chargeback costs, refund amounts, penalties, taxes, reserves, settlement adjustments and other amounts applicable to your use of the Platform, your listings, referrals, bookings, packages, subscriptions, settlements or services provided through it.

4.3Payments may be processed through third-party payment processors, escrow providers, banks or payment partners. By submitting bank, wallet, tax, settlement, billing or payment information, you authorise Gileam and/or its payment partners to verify the information, conduct Know-Your-Customer, Know-Your-Business, AML/CFT, sanctions and fraud screening, collect User payments, hold funds, deduct applicable amounts, process refunds and chargebacks, and settle net amounts to your approved settlement account using the applicable settlement method.

4.4We are not responsible for delays, errors, declined payments, unauthorised charges, settlement holds, reversals, failed transfers, chargebacks, blocked accounts, or failures caused by banks, card issuers, payment processors, escrow providers, telecommunications providers, payment partners, compliance checks, force majeure events or other third parties, except to the extent caused by Gileam’s wilful misconduct or fraud.

4.5Prices, consultation fees, service charges, packages, subscriptions, cancellation fees, no-show fees, refund rules, commissions and other commercial terms may be displayed on the Platform, agreed in a Provider order form or onboarding document, or communicated to you before listing, booking, purchase or settlement. You are responsible for ensuring that Provider prices and charges submitted by you are accurate, lawful, inclusive or exclusive of applicable taxes as stated, and consistent with applicable professional, consumer-protection and advertising rules.

4.6Gileam may update platform fees, commissions, settlement procedures, payment-processing charges or other Provider commercial terms from time to time. Unless otherwise stated, price or fee changes will apply to future listings, bookings, purchases, renewals, settlements or services and will not affect already confirmed transactions, except where required by law, payment-partner rules, fraud controls or an agreed Provider order form. For recurring subscriptions or memberships, Gileam will notify you of material price changes in accordance with applicable law or the terms presented at the time of subscription.

4.7Where you purchase or provide a subscription, membership, health plan, package or recurring service through the Platform, you authorise Gileam or its payment processor to collect applicable User payments, charge any Provider payment method where permitted, deduct Provider fees and settle net amounts in accordance with the applicable commercial terms until the subscription, membership, plan, package or recurring service is cancelled, expires or is terminated.

4.8You are responsible for ensuring that your payment method, settlement account, tax information and payment-partner onboarding remain valid and compliant. If payment, verification or settlement fails, Gileam or the relevant Payment Partner may suspend or restrict access to the relevant subscription, listings, referrals, bookings, settlements or services until the issue is resolved.

4.9You may cancel your provider subscription, membership or paid plan in accordance with the cancellation process stated on the Platform in the applicable subscription terms or in the applicable Provider order form, but cancellation will not affect accrued fees, pending bookings, refund obligations, chargebacks, taxes, records obligations, audit rights or any other obligations intended to survive cancellations.

4.10Refund eligibility will depend on the type of service purchased, timing of cancellation, Provider policies approved by Gileam, applicable laws, payment-partner rules and any refund terms displayed at the time of purchase. Unless otherwise required by law or expressly stated by Gileam, refunds may not be available for: (a) completed services; (b) missed appointments or User no-shows; (c) late cancellations; (d) partially used subscriptions; (e) administrative or processing fees; (f) services affected by inaccurate information provided by a User; or (g) services cancelled due to a User breach. You will be responsible for refunds, reversals, settlement adjustments, chargebacks and related costs caused by your breach, misrepresentation, unavailability, cancelled appointment, clinical or service failure, overcharge, duplicate charge, fraud, regulatory issue or failure to comply with these Terms.

4.11Approved refunds may be processed to the original payment method or another method determined by Gileam or its Payment Partners. Refund, chargeback and settlement processing times may vary depending on banks, payment processors, escrow providers and other third parties. Gileam or the relevant Payment Partner may release funds only after applicable booking confirmation, service-completion confirmation, cancellation or refund review, fraud and sanctions screening, chargeback window, legal hold, tax, regulatory and payment-partner requirements have been satisfied, and may withhold, delay, set off or reverse Provider settlements to address refunds, chargebacks, suspected fraud, complaints, quality reviews, legal holds, regulatory requests, tax obligations or payment-partner requirements.

5.1You and all Healthcare Providers accessible through your Provider account are independent professionals or entities and are not employees, agents, partners, joint venturers, fiduciaries or representatives of Gileam, unless expressly stated otherwise in a written agreement signed by Gileam. Gileam may verify, credential, onboard, audit or re-verify Providers before or after making them accessible through the Platform, including by reviewing information relating to identity, licensing, registration, facility status, accreditation, sanctions, insurance, payment eligibility, ownership, personnel, complaints or other onboarding requirements determined by Gileam from time to time.

5.2Any healthcare service, medical advice, diagnosis, treatment, prescription, consultation, procedure, patient record, consent, referral decision, discharge decision, follow-up instruction or professional judgment is solely your responsibility and the responsibility of the relevant licensed practitioner. Verification, onboarding, listing, referral, payment facilitation, credential review, quality review or other Platform approval by Gileam is administrative and risk-based only and does not guarantee, certify or make Gileam responsible for your professional competence, regulatory compliance, quality, safety, suitability, fitness for a User’s needs, or any clinical, patient-safety or commercial outcome.

5.3Gileam is not responsible for your acts, omissions, professional judgment, clinical decisions, quality of care, malpractice, negligence, regulatory compliance, patient records, consent processes, prescriptions, referrals, laboratory or diagnostic services, facility operations, personnel supervision, infection control, emergency response or conduct, except to the extent liability cannot be excluded under applicable law. Your use of the Platform does not create a doctor-patient, clinician-patient, provider-patient, fiduciary, employment, agency or other clinical relationship between Gileam and any User, patient, beneficiary, practitioner or Provider. Any such relationship is solely between the User or beneficiary and the relevant Healthcare Provider.

6.1The Platform may contain links to, integrate with, or rely on websites, applications, services, systems, content, verification tools, payment tools, escrow or settlement systems, communications channels, hosting providers, analytics tools and other tools provided by third parties (each, a “Third-Party Provider”). These Third-Party Providers are not controlled by Gileam.

6.2Third-Party Providers are responsible for their own websites, services, products, content, systems, availability, security, fees, processing times, compliance requirements and practices. Links or integrations are provided for convenience and do not mean that Gileam controls, endorses, guarantees, or is responsible for any Third-Party Provider. Your use of any third-party website, service, product, payment tool, escrow tool, communication channel, identity verification or security tool, analytics or hosting service, electronic health record system, laboratory, pharmacy, insurer, logistics provider or other third-party site may be subject to separate terms, privacy notices, professional policies, payment rules or other agreements issued by that Third-Party Provider.

6.3When you choose to use a feature provided by a Third-Party Provider, or where a third-party tool is necessary to provide the Platform, Gileam may share Provider, User, transaction, verification, compliance, payment, appointment and support information with that Third-Party Provider as described in our Privacy Notice and as reasonably necessary to enable, secure, support, verify, process, settle, refund, audit or manage the relevant feature or service. Third-Party Providers may process information under their own terms and privacy policies where applicable, and you must provide all cooperation, consents and information reasonably required for their checks or workflows.

6.4Where a Third-Party Provider processes personal data on Gileam’s behalf, we require that provider to respect the security of personal data and process it only for specified purposes and in accordance with our instructions, applicable laws, and our Privacy Notice. Where a Third-Party Provider acts independently, its own privacy notice and practices may apply.

6.5To the maximum extent permitted by law, Gileam is not responsible for losses, damages, delays, errors, service failures, charges, data practices, clinical services, or other costs arising from your dealings with Third-Party Providers or from third-party websites, services, products, systems, or materials.

6.6Third-Party Providers may include, without limitation, the following categories:

7.1You must comply, and ensure that your personnel comply, with all applicable healthcare, licensing, professional, advertising, consumer-protection, privacy, data-protection, tax, anti-fraud, anti-money laundering, counter-terrorism financing, sanctions, anti-bribery and anti-corruption laws, rules, codes, guidelines and professional standards. You must not use the Services to facilitate, promote, conceal, or attempt any fraudulent activity, scam, impersonation, unlawful solicitation, false claim, kickback, fee-splitting arrangement, unlawful inducement, money laundering, terrorism financing, sanctions evasion, bribery, corruption, unlicensed practice or any other illegal, unsafe or abusive conduct (together, “Prohibited Conduct”);

7.2We may (but are not obliged to) implement automated and manual controls intended to detect Prohibited Conduct, including monitoring for suspicious patterns such as fake requests or claims, unusual transaction behaviour, abnormal funding volume or frequency, repeated failed verification attempts, account or device anomalies, suspicious refunds or chargebacks, inconsistent credentials, sanctions matches, complaint patterns or clinically implausible activity. We may investigate suspected Prohibited Conduct, preserve relevant records, request information, audit Provider activity, and share information with our banking partners, payment processors, relevant service providers, regulators, professional bodies, law-enforcement agencies and competent authorities where we consider it necessary or appropriate, including to comply with law, respond to lawful requests, protect Users and the Platform, or enforce these Terms. If you suspect Prohibited Conduct, you must promptly report it to us via the reporting channels we make available on the Platform.

7.3Where we reasonably suspect Prohibited Conduct, patient-safety risk, credentialing failure, payment risk, sanctions exposure, regulatory concern or breach of these Terms, we may, without prior notice and in our sole discretion: (a) refuse, delay, hold, block, reverse, refund or suspend any transaction or settlement; (b) restrict access to features, referrals, bookings, listings or communications; (c) suspend, delist or terminate your Provider account; (d) notify Users, payment partners, regulators or competent authorities where appropriate; and/or (e) take any other action we consider necessary to protect the Services, Users, patients, Gileam and third parties.

7.4The Services may enable Users to make payments, including deposits into escrow pending the completion, confirmation or settlement of consultation or care services, and may enable you to access or use third-party wallet, banking, escrow and/or payment processing functionality provided by regulated financial institutions or payment processors including our escrow partner (“Payment Partners”). Funds deposited into escrow are held by the relevant Payment Partner, and not directly by Gileam, save to the extent expressly stated otherwise in a separate written agreement with you. We do not operate the payment rails, hold customer funds as a bank, or provide regulated payment services unless expressly stated otherwise in a separate written agreement with you.

7.5To the maximum extent permitted by law, Payment Partners are responsible for the provision, operation, and regulatory compliance of their payment services (including applicable AML/CFT, sanctions screening, KYC/identity verification, transaction monitoring, reporting, and related controls) within their technical and operational control, and your use of such services remains subject to the applicable Payment Partner terms and policies. Notwithstanding the foregoing, we may support Payment Partners’ compliance processes by providing information, implementing platform-level controls, and taking restriction/suspension actions under these Terms.

8.1The Intellectual Property Rights in the Platform are owned by Gileam. The user interfaces, design, information, data, code, products, software, graphics, workflows, dashboards, payment flows, referral tools, algorithms, documentation and all other elements of the Platform (“Gileam Materials”) are protected by intellectual property and other applicable laws and are the property of Gileam or Gileam’s third-party licensors. Except as expressly allowed by these Terms, you may not make use of the Gileam Materials, and Gileam reserves all rights to the Gileam Materials and Platform that are not granted expressly in these Terms and in accordance with applicable intellectual property laws and regulations.

8.2You retain ownership of any Provider information, names, logos, trademarks, trade names, service descriptions, practitioner biographies, images, prices, availability, policies, health information, documents, records, messages, content, or other materials that you upload, submit, transmit, approve or otherwise make available through the Platform (“Provider Content”), subject to any rights held by third parties and applicable law. You grant Gileam a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit, display, publish, market, reproduce, adapt and otherwise use Provider Content, including your Provider name, logo and profile information, as reasonably necessary to operate, provide, secure, support, improve, market and administer the Platform and related Services, facilitate bookings, referrals, payments, refunds, support, quality assurance and compliance, comply with law, and as described in our Privacy Notice. You represent that you have the rights, authority and consents necessary to provide Provider Content and that your Provider Content will be accurate, lawful, not misleading, not infringing, clinically and professionally appropriate, and not otherwise in breach of these Terms. Gileam may remove, restrict, correct, refuse to publish, or refuse to process Provider Content where we reasonably believe it breaches these Terms, creates risk, is inaccurate, is not supported by credentials, or is required by law.

9.1You agree to indemnify, defend, and hold harmless Gileam, its affiliates and their respective directors, officers, employees, contractors, agents, payment partners, suppliers and service providers from any and all claims, demands, losses, liabilities, damages, fines, penalties, settlements, costs and expenses, including reasonable legal fees, made by any third party, User, patient, beneficiary, regulator, professional body, payment partner or tax authority due to or arising out of:

10.1Gileam provides the Platform or App "as is", "with all faults" and "as available", and the entire risk as to satisfactory quality, performance, accuracy, referrals, bookings, payment timing, settlements, User demand, Provider revenue, clinical suitability and effort is with you. To the maximum extent permitted by applicable law, Gileam and its suppliers make no representations, warranties, or conditions, express or implied. Gileam and its suppliers expressly disclaim any and all warranties or conditions, express, statutory, and implied, including without limitation:

10.2No information, whether oral or written, obtained by you through the Platform, Gileam personnel, support representatives, marketing materials, onboarding materials, dashboards, payment workflows or any materials available through the Platform will create any warranty regarding Gileam, the Platform, Users, referrals, payments, settlements, clinical outcomes or commercial outcomes that is not expressly stated in these Terms.

10.3Gileam shall not be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure results from:

11.1In no event will Gileam or any of its affiliates be liable for any indirect, consequential, special, incidental, exemplary or punitive damages, including damages for loss of profits, revenue, goodwill, referrals, bookings, patients, data, reputation, business opportunity, clinical outcome, settlement timing or any other intangible loss, arising out of, based on, or resulting from these Terms, your use of, access to, inability to use or access, or listing on the Platform, or any materials on the Platform, whether based on (a) breach of contract, (b) breach of warranty, (c) negligence, or (d) any other cause of action, even if Gileam has been advised of the possibility of such damages.

11.2To the maximum extent permitted by applicable law, Gileam assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of materials, Provider Content, User information, listings, prices, availability, records or communications; (b) personal injury, death, clinical harm, malpractice, negligence, infection, property damage or other harm resulting from healthcare services, Provider facilities, Provider personnel or your access to or use of the Platform; (c) any interruption or cessation of transmission to or from the Platform; (d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform or App by any third party; (e) any errors or omissions in any materials or any loss or damage incurred as a result of the use of any materials posted, emailed, transmitted, or otherwise made available through the Platform or App; (f) Unauthorized Provider Material; and/or (g) refunds, chargebacks, payment holds, settlement delays, taxes, audits, complaints or regulatory matters attributable to you or third parties.

11.3The aggregate liability of Gileam and any of its affiliates to you for all claims arising out of or relating to the use of or inability to use any portion of the Platform, your listing, referrals, bookings, payments, settlements or otherwise under these Terms, whether in contract, tort or otherwise, is limited to the greater of (a) the sum earned by Gileam from you in respect of the relevant transaction, events or circumstances giving rise to the claims during the three months preceding the claim; and (b) NGN 50,000, except for fraud, wilful misconduct, negligence or any other liability to the extent it cannot be excluded or limited under applicable law.

12.1You must maintain, at your own cost, all insurance required by applicable law and appropriate for your healthcare services, facilities, personnel and Platform activities, which may include professional indemnity or medical malpractice insurance, public liability insurance, employer’s liability or workers’ compensation insurance, cyber/data breach insurance and any other coverage reasonably required by Gileam. You must provide evidence of insurance on request, promptly notify Gileam of cancellation or material changes, and ensure that your coverage remains in force throughout your use of the Services and for any required run-off period.

16.1You agree not to export, re-export, transfer or provide access to any part of the Platform provided to you, or any direct product thereof, except in compliance with all licences and approvals required under applicable export-control, sanctions, technology-transfer, healthcare, data-protection and other laws, rules and regulations.

16.2If any part of these Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms will continue in effect.

16.3The section titles in these Terms are solely used for the convenience of the parties and have no legal or contractual significance.

16.4Gileam may assign, transfer, subcontract or delegate its rights and responsibilities under these Terms, in whole or in part, at any time upon giving general prior notice where required by law. You may not assign, transfer, subcontract or delegate your Provider account, listings, obligations, bookings or rights under these Terms without Gileam’s prior written consent, except that you remain responsible for authorised personnel and subcontractors approved or permitted by Gileam.

16.5Gileam’s failure to act with respect to a breach by you, any User or any other Provider does not waive Gileam’s right to act with respect to subsequent or similar breaches.

17.1By using the Platform as a Provider, you consent to receive electronic communications, notices, onboarding requests, compliance requests, payment notices, booking notices, complaint notices, policy updates and other communications from Gileam as further described in the Privacy Notice and these Terms. Please read the Privacy Notice to learn more. You agree that any notices, agreements, disclosures, or other communications that Gileam sends to you electronically, including by email, dashboard notice, SMS, WhatsApp or other approved channel, will satisfy any legal communication requirements, including that those communications be in writing, unless applicable law requires another method.

17.2Communication by you to Gileam shall be in writing, and shall be delivered personally, via email, through the Provider dashboard where available, or sent by courier to the notice details specified in the “Notice Details” section below, unless Gileam specifies a different notice channel for a particular matter.

18.1These Terms shall be governed by the laws of the Federal Republic of Nigeria. Subject to the dispute-resolution procedure below and any mandatory law, you agree to submit to the personal and exclusive jurisdiction of the courts in Nigeria for any and all disputes, claims, and actions arising from or in connection with the Platform, Provider onboarding, listings, referrals, bookings, payments, settlements, healthcare services and/or these Terms.

18.2Any dispute, difference, question, complaint or conflict arising out of or in connection with the Platform, these Terms, or howsoever between the parties hereto, including questions as to the validity, interpretation, performance, breach, suspension, delisting, termination or enforceability of these Terms, shall first be submitted through Gileam’s applicable Provider support, complaint or escalation channel and referred to authorised representatives of the parties for good-faith discussions, and shall be amicably resolved between the parties within a period of fifteen (15) Business Days, where practicable. Nothing in this section prevents Gileam from seeking urgent injunctive, protective, payment, confidentiality, intellectual-property, patient-safety, regulatory or equitable relief from a court of competent jurisdiction.

18.3Where a dispute is not resolved in accordance with the preceding clause, it shall be referred to arbitration by a single arbitrator appointed by consensus of the parties or, failing such consensus within fourteen (14) days of a request by a party for consensus, by the Chairman for the time being of the Chartered Institute of Arbitrators (UK) Nigeria Branch. The arbitral proceedings shall be conducted in Lagos, Nigeria and in accordance with the Arbitration and Mediation Act 2023. The existence of arbitration proceedings shall not suspend your obligations under these Terms, including obligations relating to patient safety, confidentiality, data protection, records, payments, refunds, chargebacks, taxes, audits, cooperation, post-termination obligations and compliance with law. It is mutually agreed that the contents of the arbitral proceedings shall be kept strictly confidential, except as required by law, court order, regulator, professional body or enforcement of an award. The decision of the arbitrator and award granted shall be final and binding. The right to arbitrate disputes or claims under these Terms shall survive termination.