This Partnership Agreement (“Agreement”) is made between iTrade Online d.o.o., a company registered in Slovenia (operating under the brand Belvia MED, hereinafter “Belvia MED” or “Company”), and the participating Dental or Aesthetic Clinic (hereinafter “Partner Clinic” or “Clinic”). By joining the Belvia MED platform or signing below, the Partner Clinic agrees to the following terms and conditions:
1. Purpose of Partnership
Belvia MED’s Services.
Belvia MED is a medical tourism and patient coordination platform that promotes the Clinic’s dental and aesthetic services to international (non-domestic) patients. The purpose of this partnership is to attract and coordinate high-quality patient leads for the Clinic as part of a medical tourism offering, emphasizing quality of care over price competition. Belvia MED will market the Clinic’s treatments and specialists to overseas audiences, qualify incoming patient inquiries, and facilitate booking of consultations or procedures with the Clinic (based on the patient’s preference of doctor or clinic). Both parties acknowledge that Belvia MED is not a healthcare provider but a facilitator connecting patients to the Clinic. The Clinic remains independent and fully responsible for all medical services provided to patients.ur intuitive system ensures effortless navigation for users of all skill levels. Its clean interface and logical organization make tasks easy to complete. With tooltips and contextual help, users quickly become productive, enjoying a smooth and efficient experience.
2. Clinic Content and Marketing Cooperation
Initial Content Provision.
The Clinic agrees to supply Belvia MED with up-to-date marketing materials needed to showcase the Clinic on the Belvia MED platform. This includes, at a minimum: high-quality photos of the clinic and key staff, videos (if available), doctor and staff biographies, treatment descriptions, pricing information, logos/branding assets, and any other relevant content. The Clinic represents and warrants that it owns or has rights to all content provided and that Belvia MED’s use of this content will not infringe any third-party rights.
Content Creation Authorization.
The Clinic authorizes Belvia MED to create new content on-site at the Clinic’s premises for promotional purposes. This may include taking photographs or filming video at the Clinic, conducting interviews with staff or patients (with consent), and gathering information about services and results. The Clinic will accommodate reasonable requests by Belvia MED’s team to collect such content. Any content created by Belvia MED (including edited photos/videos, virtual tours, articles, etc.) may be used at Belvia MED’s sole discretion for marketing and informational purposes.
Marketing Use of Content.
The Clinic grants Belvia MED a non-exclusive, worldwide, royalty-free license to use, publish, edit, and distribute all provided or created content (including the Clinic’s name, logo, and trademarks, and images/videos of the Clinic or its staff) in connection with promoting the Clinic’s services on the Belvia MED website, social media, print materials, and other marketing channels. Belvia MED may use this content without needing further approval from the Clinic each time. The Clinic understands that content may be combined with other materials, overlaid with text/graphics, translated, or otherwise modified to fit Belvia MED’s format and branding.
No Additional Compensation.
The Clinic is not entitled to any additional compensation for Belvia MED’s use of the provided or newly created content. This content license survives termination of this Agreement (meaning that if the partnership ends, any content and listings created during the partnership may remain online on Belvia MED’s platforms to chronicle past collaborations or for archival/promotional reference).
3. Deposits, Payments, and Cancellation Policy
Structure of the Payments (Belvia Fee vs. Clinic Fee)
To secure a patient’s booking, Belvia MED will collect a booking deposit directly from the patient.
This deposit represents Belvia MED’s coordination fee for marketing, qualification, booking management, and administrative services.
The deposit does not belong to the Clinic and should not be considered part of the Clinic’s medical service payment.
The patient will pay the remaining treatment balance (the “Clinic Fee”) directly to the Clinic at or around the time of treatment.
The typical deposit range is 20–30 % of the estimated treatment cost, depending on the clinic’s pricing structure.
Exact deposit and payout details for each Clinic—including the percentage applied, any cancellation-related compensation, and clinic banking information—will be defined in a separate Clinic Annex / online acceptance form that is signed or approved by the Clinic and forms an integral part of these Terms.
Surgeon Consultation & Second Opinions.
As part of the pre-booking process, Belvia MED arranges an online consultation with a recommended surgeon.
If the patient declines that surgeon or requests another opinion, Belvia MED may arrange an additional consultation with another partner doctor.
In such cases, the initial consultation fee (the €99 orientation deposit) remains non-refundable, and no treatment is considered booked until the patient confirms and pays the full coordination deposit.
Deposit Distribution and Refunds.
The following terms govern cancellation or no-show scenarios, balancing fairness to the patient and compensation for the Clinic’s reserved time:
- Timely Cancellation (72+ hours before appointment): If the patient cancels their appointment with at least 72 hours’ notice before the scheduled treatment time, Belvia MED will refund 50% of the deposit to the patient. As partial compensation for the Clinic’s reserved time, Belvia MED will remit 25% of the deposit to the Clinic. The remaining portion of the deposit (25%) will be retained by Belvia MED to cover marketing, administrative, and processing costs.
- Late Cancellation or No-Show (less than 72 hours’ notice): If the patient cancels with shorter than 72 hours’ notice, or fails to show up for the appointment, the patient receives no refund of the deposit. In this case, Belvia MED will pay out 50% of the deposit to the Clinic as a nominal compensation for the late cancellation, and the rest of the deposit is retained by Belvia MED. (For purposes of this policy, failure to attend an appointment without formal cancellation is treated as a cancellation with less than 72 hours’ notice.)
- In cases where the patient does not proceed with booking any treatment after one or more consultations, the Clinic acknowledges that no portion of the deposit will be allocated to them.
Clinic-Initiated Cancellations.
If the Clinic or assigned doctor must cancel or significantly reschedule a confirmed patient appointment (e.g. due to provider illness or other issue) and the patient cannot be accommodated at a comparable time, the patient shall receive a full refund of the deposit. In such event, the Clinic is not entitled to any portion of the deposit (and Belvia MED will not charge the patient any cancellation fees). The Clinic agrees to promptly inform Belvia MED of any need to cancel or reschedule a patient referred by Belvia MED, and to cooperate in either rebooking the patient or enabling a refund.
Payment of Deposits to Clinic.
Only the portions of the coordination deposit expressly due to the Clinic under the terms above—or as stated in the relevant Clinic Annex—will be remitted by Belvia MED, typically via direct bank transfer on a regular payout schedule.
Otherwise, the deposit constitutes Belvia MED’s service fee and is not transferred to the Clinic.
The Clinic Fee (the full treatment price) is invoiced and collected by the Clinic directly from the patient.
Both parties must comply with the policies of the chosen payment processor (e.g. Stripe 3D Secure) regarding refunds and transfers.
All deposits and coordination fees invoiced by Belvia MED are subject to VAT in accordance with applicable EU and Slovenian law.
Where the treatment is performed outside the EU, Belvia MED’s service may qualify as VAT-exempt / outside the scope under Article 46 of the EU VAT Directive.
Pricing Transparency.
The Clinic will respect the deposit as a separate coordination fee and will not charge or invoice the patient again for any portion of it.
Before the patient pays the deposit, the Clinic must confirm the total treatment price to ensure that both the deposit percentage and the remaining balance are clear to all parties.
Any changes in pricing or additional diagnostics that could alter the total cost must be communicated to Belvia MED so that the patient can approve the revised offer before confirming the booking.
4. Post-Treatment Patient Content and Reviews
Collecting Patient Feedback and Media.
As part of Belvia MED’s quality assurance and marketing process, Belvia MED will follow up with patients after their treatment. Belvia MED may directly request user-generated content (UGC) from patients, such as testimonials, reviews, star-ratings, before-and-after photos, or video testimonials, through email, messaging apps, or phone interviews. The Clinic consents to this post-treatment follow-up process and will cooperate if any coordination with the Clinic is needed (for example, advising on the best timing to contact the patient or providing clarification on treatment details with patient permission).
Publishing Reviews and Testimonials.
The Clinic acknowledges that Belvia MED may publish patient reviews, ratings, and testimonials on Belvia MED’s website, including on the Clinic’s profile page and the profiles of the Clinic’s doctors. Belvia MED might also highlight particularly positive outcomes or success stories as part of its marketing. By participating in this partnership, the Clinic agrees that Belvia MED has the right to publicly display such UGC and feedback, including both written reviews and photographic results, to inform future patients. Belvia MED will ensure that appropriate consent is obtained from patients before using their personal images or detailed medical stories in any marketing materials, and will handle personal data in compliance with applicable privacy laws.
Clinic’s Use of Reviews.
Belvia MED may, at its discretion, share collected testimonials or media with the Clinic. The Clinic can request permission to repost or use those testimonials in its own marketing. Belvia MED will generally allow this, provided that the Clinic attributes the source (if required by the patient’s consent) and does not alter the content in a misleading way.
Responding to Negative Feedback. In the event a patient provides negative feedback or raises a complaint through Belvia MED, Belvia MED will inform the Clinic and allow the Clinic an opportunity to address the issue. Belvia MED reserves the right to refrain from publishing any content that is defamatory, abusive, or not constructive, but may summarize common issues to help the Clinic improve services. Both parties agree to maintain professionalism and prioritize patient satisfaction in handling any such feedback.
5. Promotional Rights and Intellectual Property
Use of Clinic Name and Branding.
The Clinic grants Belvia MED the right to use the Clinic’s name, logo, and brand identity in Belvia MED’s promotional activities. This includes listing the Clinic as a “Belvia MED Partner” on the website, using the Clinic’s name and logo in marketing materials, social media posts, presentations, and in communications with prospective patients. This right is non-exclusive (the Clinic may similarly appear on other platforms) and royalty-free (Belvia MED doesn’t owe fees for using the branding). All such use is intended to benefit both parties by attracting patients.
Use of Created and Provided Materials.
As noted in Section 2, any content that the Clinic provides to Belvia MED or that is created during the partnership (clinic photos, doctor interviews, treatment descriptions, etc.) can be used by Belvia MED for promotional purposes. Belvia MED may also create derivative works from these materials (e.g., editing videos into a compilation, translating content, or creating collages of before/after photos). The Clinic retains ownership of its original intellectual property (such as its logos or pre-existing brochures), and Belvia MED retains ownership of any content it independently creates. Each party grants the other a license to use the content as needed to fulfill the intent of this Agreement.
No Endorsement of Competitors.
Belvia MED will not intentionally use the Clinic’s name or images in a way that suggests the Clinic endorses another clinic or in any context that is misleading or harmful to the Clinic’s reputation. Content usage will be focused on promoting the Clinic itself or the Belvia MED platform’s benefits. Likewise, the Clinic agrees not to use Belvia MED’s brand or materials in any negative or unauthorized manner.
Effect of Termination on Content.
The Clinic agrees that Belvia MED may continue to use any content, reviews, or materials obtained during the partnership even after termination of the partnership. For example, if an article about the Clinic was posted on Belvia MED’s blog or patient testimonials about the Clinic were published, those may remain accessible as part of Belvia MED’s online content archive. Belvia MED is not obligated to take down or delete content relating to the Clinic upon termination, unless removal is required to comply with legal obligations or the Clinic can demonstrate a serious reputational or legal issue caused by leaving the content online. (In such cases, the parties will discuss in good faith any modifications or removal.)
6. Term and Termination
Term of Agreement.
This Agreement becomes effective on the date the Clinic’s partnership is accepted by Belvia MED (or the date of signature by both parties, if applicable) and remains in effect until terminated by either party in accordance with this section.
Termination by Notice.
Either party may terminate the partnership for any reason by giving at least 30 days’ prior written notice to the other party. Written notice may be given via email (to the official contact email of the other party) or through a dedicated partner management system. Belvia MED may also suspend the partnership temporarily (for example, hiding the Clinic’s profile) during the notice period if requested by the Clinic or if continuing to promote the Clinic during that time would confuse patients.
Effect of Termination.
Termination of the partnership will not affect any existing obligations or bookings that were made before the termination notice. Both parties agree that any patient who has already paid a deposit or has a confirmed appointment as of the termination date will be handled in accordance with this Agreement as if it were still in force, even if the actual treatment occurs after termination. In practice, this means the Clinic must honor any scheduled treatments for Belvia MED-referred patients (or work with Belvia MED to ensure an orderly transfer or cancellation), and Belvia MED must continue to coordinate or support those patients through their treatment or refund them as appropriate.
Financial Obligations on Termination.
Termination does not void any financial obligations incurred prior to the effective termination date. The Clinic will still pay any outstanding amounts owed to Belvia MED (if any), and likewise, Belvia MED will settle any owed payouts to the Clinic (such as portions of deposits for cancellations or any other agreed fees). All such payments shall be completed within 30 days after the termination takes effect, unless a different timeframe is agreed in writing.
Cause for Early Termination.
Notwithstanding the general right to terminate on notice, either party may terminate immediately (or on shorter notice) if the other party commits a material breach of this Agreement that is not cured within a reasonable time after written notice. For example, if the Clinic repeatedly provides misleading information, or if Belvia MED fails to remit owed payments, and such breach remains unaddressed, the non-breaching party can end the agreement sooner. In case of such a breach, the breaching party remains liable for any consequences or losses caused to the other.
No Penalty for Termination.
Terminating the partnership is not subject to any penalty or additional fee by either side (aside from fulfilling the obligations stated above). However, the parties are encouraged to give feedback or discuss concerns before terminating, to maintain a positive professional relationship.
7. Non-Exclusivity and Ranking
No Exclusive Arrangement.
The Clinic acknowledges that this partnership is non-exclusive. Belvia MED may partner with other clinics, hospitals, or providers, including those offering similar services or operating in the same region. Likewise, the Clinic is free to engage in other marketing efforts or partnerships with other medical tourism facilitators or platforms. Nothing in this Agreement restricts either party from entering into agreements with third parties of a similar nature, as long as such engagements do not breach confidentiality or other terms herein.
Patient Choice and Clinic Selection.
Belvia MED’s model prioritizes matching patients to the provider that best fits their needs (considering factors such as procedure type, quality, patient reviews, language, location, and schedule availability). As such, Belvia MED does not guarantee that the Clinic will receive a minimum number of referrals or any particular volume of business. The Clinic understands that patient leads will be offered options and the final choice of clinic or doctor lies with the patient. Belvia MED will however present the Clinic as a recommended option to suitable patients and will not unjustly discriminate against the Clinic in favor of another partner.
Platform Visibility and Rankings. If Belvia MED uses any ranking, rating, or sorting system on its website or app to display partner clinics (for example, a list of clinics in a city), such rankings may be influenced by objective factors such as patient reviews/ratings, responsiveness, treatment success stories, and engagement level. Belvia MED reserves the right to determine the order and presentation of clinics on its platform to ensure an optimal user experience. The Clinic’s inclusion on the platform is guaranteed while this Agreement is in effect, but its position or prominence is subject to change based on performance and user feedback. Belvia MED will provide general guidance to the Clinic on how to improve visibility (e.g., by encouraging satisfied patients to leave reviews, keeping content updated, etc.).
Fair Competition.
Belvia MED will strive to promote each partner Clinic fairly and transparently. Any marketing campaigns or featured promotions that include multiple clinics will be conducted in good faith and without intent to disproportionately favor one partner at the unjust expense of another. The Clinic understands that factors like specialization, availability, or patient preference may lead to some partners receiving more leads than others at times, and agrees that such outcomes are a normal aspect of a non-exclusive platform.
8. Governing Law and Dispute Resolution
Governing Law.
This Agreement and any disputes arising from it shall be governed exclusively by the laws of the Republic of Slovenia, without regard to its conflict of law principles. Both parties agree that the substantive law of Slovenia will apply to all issues such as interpretation, performance, and enforcement of this Agreement.
Jurisdiction.
In the event of a dispute, claim, or controversy between the parties arising out of or relating to this Agreement, the parties shall first attempt in good faith to resolve it amicably through negotiation. If an amicable resolution cannot be reached, the dispute may be submitted to the competent courts of Slovenia. Unless otherwise agreed by the parties, jurisdiction shall lie with the courts in the city of Kranj, Slovenia (or the court of jurisdiction for iTrade Online d.o.o.’s registered address). The Clinic expressly consents to the personal jurisdiction of such courts for resolving disputes.
Language and Translation.
This Agreement is drafted in English for convenience and may be translated into Slovenian, Serbian, or other languages for local use. In case of any discrepancy or dispute in interpretation between the English text and a translated version, the parties shall clarify the intent, but if needed, the English version (or another language version as agreed in writing to be authoritative) will prevail as the official version for legal purposes. All communications and proceedings regarding this Agreement shall be conducted in a mutually understood language (English or Slovenian, unless otherwise agreed).
9. Liability and Disclaimers
Independent Medical Responsibility.
The Clinic acknowledges that all medical advice, diagnosis, procedures, and treatments provided to patients referred by Belvia MED are solely the responsibility of the Clinic and its medical professionals. Belvia MED is not a healthcare provider and does not give medical advice or guarantees of treatment outcomes. Accordingly, Belvia MED makes no warranty as to the success or quality of any medical procedure performed by the Clinic. The Clinic shall ensure that it has all necessary licenses, certifications, and qualified personnel required by law to provide its services, and maintains appropriate malpractice or liability insurance. Any treatment agreements or informed consent forms with patients are between the Clinic and the patient.
No Guarantee of Business Results.
The Clinic agrees that Belvia MED has not made any promises or guarantees regarding the number of patient leads, bookings, or revenue that the Clinic will receive through this partnership. While Belvia MED will actively promote the Clinic, the results may vary based on market demand, patient preferences, competition, and other factors. Belvia MED disclaims any liability for the Clinic’s expected profits or business success. The Clinic is joining the platform understanding that this is a collaborative marketing effort, and not an exclusive or assured source of patients.
Limitation of Liability.
To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, consequential, special, or punitive damages, or for any loss of profit, revenue, goodwill, or data, arising out of or related to this Agreement. Belvia MED’s total liability to the Clinic for any and all claims arising from this Agreement (including claims for negligence or breach) is limited to the amount of fees or commissions that Belvia MED has earned from the Clinic’s referrals, or the amount of deposit funds in its possession relating to the Clinic’s patients, in the six (6) months preceding the event giving rise to the claim, whichever is greater. This limitation does not apply to: (a) damages or liabilities arising from a party’s willful misconduct or fraud; (b) the Clinic’s obligation to indemnify Belvia MED as described below; or (c) any liability that cannot be limited by law.
Indemnification.
The Clinic agrees to indemnify, defend, and hold harmless Belvia MED (and its owners, directors, employees, and agents) from and against any third-party claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) that arise out of or relate to: (i) any malpractice, injury, or dissatisfaction claim by a patient regarding medical treatment or services provided (or failed to be provided) by the Clinic or its staff; (ii) the Clinic’s breach of any obligation, representation, or warranty in this Agreement (such as unauthorized use of content, or violation of laws/regulations including data protection laws); or (iii) any negligent or wrongful act or omission by the Clinic or its personnel. Belvia MED shall promptly notify the Clinic of any such claim and permit the Clinic to assume the defense, but Belvia MED may participate with counsel of its choice at its own expense. The Clinic will not settle any claim that involves an admission of wrongdoing by Belvia MED or imposes any non-monetary obligations on Belvia MED without the Company’s prior written consent.
Belvia MED likewise agrees to indemnify and hold harmless the Clinic (and its owners, directors, and staff) from any third-party claim or penalty arising from Belvia MED’s own breach of law or gross negligence in performing its coordination services under this Agreement. In no case will one party be liable for the other’s own negligence or misconduct.
Disclaimer of Warranties.
Except as expressly set out in this Agreement, Belvia MED provides its services and platform “as is” and makes no other warranties, express or implied. Belvia MED specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Belvia MED does not warrant that the operation of its website or referral process will be uninterrupted or error-free, though it will use reasonable efforts to ensure uptime and accuracy. All representations and warranties not expressly stated in this Agreement are hereby disclaimed.
10. Miscellaneous Provisions
Independent Contractors.
The relationship of Belvia MED and the Clinic is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the Company and the Clinic. Neither party has the authority to bind the other to any contract or agreement, nor to incur any liability on behalf of the other, except as explicitly provided in this Agreement. (For example, Belvia MED collecting deposits does not make it a legal agent of the Clinic for general purposes beyond the agreed payment facilitation.)
Entire Agreement.
This Agreement (including any addenda or schedules explicitly incorporated by reference) constitutes the entire understanding between Belvia MED and the Clinic with respect to the partnership arrangement. It supersedes all prior or contemporaneous discussions, proposals, or agreements (whether oral or written) between the parties relating to the subject matter. Each party confirms that in entering this Agreement, it does not rely on any representation or promise not expressly set forth herein.
Amendments. Belvia MED may update or modify these Terms & Conditions from time to time (for example, to reflect changes in law or new platform features). However, any material changes will be communicated to the Clinic in writing (e.g., via email or dashboard notification) at least 30 days in advance, and the Clinic will have the opportunity to discuss or object to such changes. No amendment to this Agreement will be binding unless it is in writing and acknowledged by both parties (email confirmation from an authorized representative of the Clinic and from Belvia MED’s side is sufficient for this purpose).
Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be severed (removed) or narrowed to the extent necessary, and the remainder of the Agreement will remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that comes closest to the original intent and economic effect.
No Waiver.
A failure or delay by either party to enforce any term or exercise any right under this Agreement does not constitute a waiver of that term or right. Any waiver of any breach of this Agreement will be effective only if made in writing and signed by the party granting the waiver, and shall not be deemed a waiver of any subsequent breach.
Assignment.
The Clinic may not assign or transfer its rights or obligations under this Agreement to any third party without the prior written consent of Belvia MED (such consent not to be unreasonably withheld). Belvia MED may assign this Agreement (in whole or part) to an affiliate or to a successor entity in the event of a merger, acquisition, or sale of the Belvia MED business, provided that the successor agrees to be bound by the terms of this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of each party’s respective successors and permitted assigns.
Notices.
Any official notices or communications under this Agreement shall be given in writing and delivered to the contact address or email provided by each party. Notices to Belvia MED should be sent to iTrade Online d.o.o.’s registered address or official email (or as otherwise directed by the Company). Notices to the Clinic will be sent to the address or email provided during onboarding or as updated in writing. Notices will be deemed received: (a) if by hand delivery or courier, upon delivery; (b) if by email, when the sending party receives a confirmatory acknowledgment or reply (or, if no acknowledgment, within one business day of sending, provided no bounce-back or error was received).
Confidentiality.
In the course of the partnership, each party might receive or have access to certain non-public information about the other’s business, including patient leads (which contain personal data), marketing strategies, or technical processes. Each party agrees to treat as confidential any information designated as confidential or that by its nature should reasonably be understood to be confidential, and not to use or disclose it to any third party except for the purposes of this Agreement. An exception is made for information that is or becomes publicly available through no fault of the receiving party, or was independently developed or obtained legally. This confidentiality obligation remains in effect for the duration of the Agreement and for 2 years after termination, except for patient personal data which shall be protected indefinitely in accordance with privacy laws (e.g., GDPR). Each party will comply with applicable data protection laws in handling personal data of patients or each other’s personnel.
Standard of Conduct.
The Clinic and Belvia MED will each conduct their activities under this Agreement in accordance with all applicable laws and regulations. The Clinic will maintain high standards of professionalism and patient care for all referrals from Belvia MED, and Belvia MED will likewise represent the Clinic accurately and fairly to prospective patients. Neither party will engage in any misleading, unethical, or illegal marketing or business practices in connection with this partnership.
Force Majeure.
Neither party shall be liable for any failure or delay in performing its obligations (except payment obligations) if such failure or delay is due to causes beyond its reasonable control, such as natural disasters, war, terrorism, strikes, government regulations, epidemics, or Internet/service outages (“Force Majeure”). The affected party shall notify the other as soon as practicable of the force majeure event and make reasonable efforts to resume performance. If a force majeure event continues for an extended period (e.g., more than 60 days) making performance impracticable, either party may terminate the Agreement without further liability (other than settling any accrued obligations up to the date of termination).
Acceptance and Signature:
The parties hereto have read and understood this Agreement. By signing below (or by digitally accepting these terms through Belvia MED’s online platform), the Clinic and Belvia MED agree to be bound by all the above terms and conditions.