Promoter Programme Conditions
1. Who we are and what these conditions are
1.1. The Promoter Programme (the "Programme") is run by SUA CLÍNICA, LDA., Portuguese company number (NIPC) 519550412, with registered office at Avenida 25 de Abril, Edifício Navegador 1011, Loja 67 (piso -2), 2750-515 Cascais, registered with the Portuguese Health Regulatory Authority (Entidade Reguladora da Saúde) under no. 47130, which operates the Sua Clínica brand (the "Clinic").
1.2. These conditions apply to every individual and company that registers in the Programme (the "Promoter") and to everyone the Promoter invites to its portal.
1.3. The amounts, the payment model, the cap and the duration are set, for each Promoter, in a separate agreement (the "Agreement"), accepted in the portal. Where the two differ, the Agreement prevails over these conditions on those points only.
1.4. Registering and using a code or a link means accepting these conditions in full.
2. Joining
2.1. Registration is an application. The Clinic decides freely whether to accept it, without having to give reasons, and may ask for documents proving identity, tax status and ownership of the bank account given.
2.2. The Promoter declares that the details it provides are true and undertakes to keep them up to date. It also declares that it is over 18 or, in the case of a company, that the person registering it has the power to bind it. It further declares that it is not a health professional, including a psychologist or doctor, nor an employee of the Portuguese National Health Service (SNS) or of another public health body. With these people the Clinic only enters into partnerships under a separate contract.
2.3. Until an Agreement has been accepted, registration gives no right to any payment.
2.4. The Promoter answers for the acts of everyone it gives access to its portal.
3. Nature of the relationship
3.1. The Promoter acts on its own account, independently, with its own means and with no working hours, exclusivity or subordination. These conditions create no contract of employment, agency, partnership, mandate or franchise.
3.2. The Promoter does not represent the Clinic. It may not enter into contracts, accept payments, make commitments or give statements on the Clinic's behalf, nor present itself as its employee, partner or health professional.
3.3. The Programme is not exclusive. The Clinic may have other promoters, advertise itself and win clients directly through the same channels.
4. Codes and links
4.1. The Clinic gives the Promoter one or more codes and sharing links. They are personal, cannot be transferred and remain the property of the Clinic.
4.2. The Clinic may at any time change, limit the number of uses of, suspend or deactivate a code or a link, in particular for technical, commercial, security or legal compliance reasons.
4.3. The discount attached to a code is a commercial decision of the Clinic and may be changed or withdrawn. The Promoter may not advertise discounts, prices or terms other than those in force on the website.
5. What counts as a referred client
5.1. A client is attributed to the Promoter only when all the following conditions are met:
a) they booked a session with one of the Promoter's codes, or from one of the Promoter's links, in the same browsing session;
b) the session was paid for;
c) it is the first time that client is linked to a promoter, and they were not already a client of the Clinic.
5.2. The client becomes validated once the first session has taken place and 30 days have passed without a refund.
5.3. The following never count:
a) the Promoter itself, its partners, managers and directors, and the people with access to its portal;
b) purchases of packages made without a booking with a code;
c) bookings that are cancelled, unpaid, refunded or disputed with the bank or card issuer;
d) bookings obtained in breach of these conditions.
5.4. Attribution is carried out automatically by the Clinic's platform. The platform's records are evidence of visits, bookings, payments and attributions, without prejudice to the right to object set out in 7.5.
5.5. The Clinic guarantees no number of visits, bookings or clients, and no income.
6. Payment
6.1. Payment is as set out in the Agreement in force on the day of each client's first session and is always calculated on what the client actually paid, after discounts, refunds and disputes.
6.2. Each amount becomes due 30 days after the session it relates to.
6.3. Where the Agreement sets a monthly cap, anything above it is not due and does not carry over to the following months, unless the Agreement says otherwise.
6.4. A refund made after the Promoter has been paid is deducted from the next payment. An open dispute suspends the amount until it is decided; if the Clinic loses it, the amount is treated as refunded and, if already paid, is deducted or returned.
6.5. If there are no further payments from which to deduct, the Promoter returns the amount within 30 days of being asked.
7. Payments and tax obligations
7.1. The Clinic calculates the amounts monthly and pays them, once approved, by the 15th of the month following the calculation, or within 5 working days of receiving the invoice under 7.2 if it arrives later, by transfer to the IBAN given by the Promoter, which the Promoter declares to be its own. There is an accumulated minimum of €25: below it, the amount carries over to the following month. When participation ends, the balance is paid even below the minimum.
7.2. Payment depends on the Promoter first issuing an invoice for the amount calculated, meeting the legal requirements. Individuals resident in Portugal issue it on the Portal das Finanças, under the activity they have registered; a one-off act (acto isolado) is only for someone receiving a single payment with no repetition. A Promoter not resident in Portugal for tax purposes issues the document required by the law of its country.
7.3. The Promoter alone is responsible for meeting its tax and social security obligations. The Clinic makes the withholdings and filings the law requires, and the amounts in the Agreement are exclusive of VAT, which is added where due.
7.4. The Clinic may withhold payment while identification, tax or bank details are missing, or while a check under clause 10 is under way.
7.5. The Promoter may object to a statement within 30 days of the date it became available in the portal. After that, the statement is deemed accepted.
8. Rules on promotion
8.1. Promoting health services has rules of its own. The Promoter acknowledges that, by promoting the Clinic, it takes part in a health advertising practice within the meaning of Portuguese Decree-Law no. 238/2015 of 14 October, and undertakes to comply with that regime and the regulations of the Entidade Reguladora da Saúde, the Portuguese Advertising Code, the rules on unfair commercial practices (Decree-Law no. 57/2008 of 26 March), the law of the country where its audience is, and the rules of the platforms where it publishes.
8.2. Identification. All content that includes one of the Promoter's codes or links must state, clearly and visibly, that it is advertising or a paid partnership, using the platform's own tools where they exist, and must identify Sua Clínica as the provider of the services, leaving no doubt about who provides them.
8.3. The Promoter must not:
a) promise, guarantee or suggest cures, results, time to improvement or the absence of risks or adverse effects;
b) urge people to book sessions without regard to each person's need, make diagnoses, give clinical advice, recommend or advise against medication or treatment, or answer requests for clinical help; it must refer the person to the Clinic or, in an emergency, to the local emergency number (112 in Portugal and the European Union);
c) use testimonials, cases, images or accounts of clients, real or invented, or any information that could identify someone who has used the Clinic. The Promoter's own experience as a client is the exception, if all these conditions are met: (i) the session was had and paid for by the Promoter, (ii) the Promoter gave the Clinic prior consent by email, which may be withdrawn at any time the same way, (iii) the Clinic approved the content in writing before each publication, (iv) it speaks only of the experience of the service, without results, diagnosis or clinical condition, and without identifying the professional, and (v) it states that the Promoter is paid by the Programme;
d) create feelings of fear, urgency or guilt, exploit vulnerability, or address people in crisis;
e) direct its promotion at people under 18;
f) compare the Clinic with other providers, or disparage third parties;
g) advertise prices, discounts, reimbursements, agreements with insurers or health schemes, waiting times or services that are not on the website at that moment; describe a session as "free"; advertise the discount without stating its amount and its conditions; or claim that the Clinic is "the best", "the cheapest" or similar;
h) offer sessions as a prize or gift in competitions, draws or giveaways, or offer money, prizes or other rewards to anyone who books, beyond the discount of the code itself;
i) use its own code, or another promoter's, for itself, for its team or for fictitious bookings;
j) send unsolicited communications, by email, message or call, or collect contact details on the Clinic's behalf;
k) buy paid advertising that uses "Sua Clínica", variations or misspellings of the brand as a keyword, ad name or address, or that competes with the Clinic's own ads, without written authorisation;
l) register domains, accounts or pages with the Clinic's name, or create pages that imitate the website;
m) publish the code on coupon sites or discount aggregators without written authorisation;
n) generate visits or bookings by automated or deceptive means, or by paying third parties to do so;
o) associate the Clinic with content that is illegal, discriminatory, violent, sexual, party-political or contrary to the respect owed to people seeking psychological help.
8.4. The Clinic may ask to see content before it is published and may require, at any time, that content be corrected or removed. The Promoter does so within 24 hours of the request.
8.5. The Promoter keeps a copy of what it publishes under the Programme for one year and gives it to the Clinic on request, in particular so that the Clinic can answer an authority.
8.6. The Clinic approving a piece of content does not transfer to the Clinic responsibility for what the Promoter publishes.
9. Brand and content
9.1. The Clinic grants the Promoter a limited, free, non-exclusive, non-transferable and revocable licence to use the "Sua Clínica" name and logo, as supplied, solely to promote the Programme and while it takes part in it.
9.2. The Promoter does not alter the brand, does not use it in a way that suggests it speaks for the Clinic, and stops using it as soon as its participation ends.
9.3. The Promoter warrants that it holds the rights to everything it publishes and authorises the Clinic to share that content on its own channels, crediting the author.
10. Checks, suspension and loss of amounts
10.1. The Clinic may check the origin of the visits and bookings attributed to the Promoter and ask for explanations, which the Promoter gives within 5 working days.
10.2. Where there are signs of a breach of these conditions, of fraud, or of risk to clients, to the Clinic's reputation or to legal compliance, the Clinic may, immediately and without notice, suspend the codes, access to the portal and payments while it establishes the facts.
10.3. Once the breach is confirmed, the Promoter loses the right to the amounts relating to the bookings affected that have not yet been paid, and returns those already received for them, without prejudice to any compensation due.
11. Personal data and confidentiality
11.1. The Promoter receives no data identifying clients. The portal shows only counts and anonymous references. The Promoter does not try to identify clients or to combine that information with any other.
11.2. The Promoter does not collect or process personal data on the Clinic's behalf and is not its processor. For data it collects from its audience on its own initiative, it alone is responsible.
11.3. If someone shares information about their health with the Promoter, the Promoter does not record it, does not pass it on, and refers the person to the Clinic's channels.
11.4. The Clinic processes the data of the Promoter and of the people in its portal to run the Programme, to pay and to meet legal obligations, under the privacy policy published on the Clinic's website.
11.5. The Promoter keeps confidential the amounts in its Agreement and any non-public information it has access to, during its participation and for two years afterwards.
12. Liability
12.1. The Promoter alone is responsible for the content it publishes and the means it uses, and is liable to the Clinic for all loss resulting from a breach of these conditions or of the law, including fines, compensation to third parties, defence costs and damage to reputation.
12.2. If an authority or a third party makes a claim against the Clinic because of an act of the Promoter, the Promoter cooperates in the response and reimburses the Clinic for what it has to pay.
12.3. The Clinic is not liable for interruptions to the website, the portal or the recording of visits, for changes to codes or discounts, or for profits the Promoter expected to make. In any event, and except in cases of wilful misconduct or gross negligence, the Clinic's liability to the Promoter is limited to the total it paid the Promoter in the six months before the event.
13. Duration and termination
13.1. Participation has no fixed term, except as the Agreement provides.
13.2. Either party may end it at any time, without giving a reason, on 15 days' notice, by a message in the portal or by email.
13.3. The Clinic may end it immediately in the event of a breach of clauses 3, 5.3, 8, 9 or 11, of fraud, of the Promoter's insolvency, or if an authority so requires.
13.4. When participation ends, the codes are deactivated and the Promoter removes, within 5 days, the content containing them, as far as that depends on it. Bookings paid with a code up to the end date still count, provided the session takes place within 60 days of the end and the client is validated under 5.2, and are calculated and paid as usual, except under 13.3, where clause 10.3 applies. Bookings made after the end give no right to payment.
13.5. Clauses 6.4, 6.5, 7.3, 8.5, 10.3, 11, 12 and 15 survive termination.
14. Changes
14.1. The Clinic may change these conditions. The new version is announced in the portal and by email 15 days in advance, except where the change results from the law or from an order of an authority, in which case it applies immediately.
14.2. A Promoter that does not agree may end its participation before the new version takes effect. Using a code after that date, or accepting in the portal, counts as acceptance of the new version.
15. Final provisions
15.1. Electronic acceptance. The parties agree that registration, acceptance of these conditions and acceptance of the Agreement take place electronically in the portal, and that the Clinic's records (date and time, account used, IP address and version of the text accepted) are evidence of that acceptance.
15.2. Communications are made through the portal and to the email addresses given at registration, and are deemed received on the working day after they are sent.
15.3. The Promoter may not assign its position or its claims without the Clinic's written authorisation.
15.4. If any clause is invalid, the others remain in force. The Clinic not exercising a right does not mean it waives it.
15.5. If the language versions differ, the Portuguese version prevails.
15.6. These conditions are governed by Portuguese law. The court of the district of the Clinic's registered office has jurisdiction over any dispute, to the exclusion of any other, without prejudice to mandatory rules.
Programme contact: geral@suaclinica.pt.
Version 1.0.