Governing Law

GOVERNING LAW AND JURISDICTION

17.1 Primary Governing Law

17.1.1 English Law as Governing Law

These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales.

17.1.2 Rationale for English Law

The selection of English law as the governing law for these Terms is based on the following considerations:

• Corporate Domicile: MedSphere Academy LTD is a company incorporated and registered in England and Wales under the Companies Act 2006, with its registered office located in the United Kingdom. As a UK-incorporated entity, English law provides the most appropriate legal framework for the company’s contractual relationships.
• Business Operations: The Platform is operated, maintained, and administered from the United Kingdom, with primary business operations, management, and decision-making conducted within the jurisdiction of England and Wales.
• Legal Certainty and Predictability: English law is internationally recognized for its clarity, predictability, and well-developed body of commercial and contract law, providing a stable and reliable legal framework for both the Company and users worldwide.
• International Commercial Practice: English law is widely accepted in international commercial transactions and is familiar to businesses and legal practitioners globally, facilitating cross-border commercial relationships.
• Neutrality and Fairness: For international users, English law provides a neutral legal framework that promotes fairness and impartiality in commercial relationships across diverse jurisdictions.
• Multi-Jurisdictional Operations: As MedSphere Academy operates across the United Kingdom, Egypt, Saudi Arabia, and anticipates expansion into additional jurisdictions, English law provides a stable and internationally recognized foundation that accommodates multi-jurisdictional compliance requirements while maintaining contractual consistency.

17.1.3 Scope of English Law Application

English law shall govern:

• The interpretation and construction of these Terms and all provisions contained herein;
• The formation, validity, and enforceability of the contractual relationship between MedSphere Academy and users;
• The rights, obligations, and remedies of the parties under these Terms;
• Any breach of these Terms and the consequences thereof;
• Any non-contractual obligations arising out of or in connection with these Terms;
• The termination or suspension of user Accounts and Subscriptions;
• Intellectual property rights and licensing arrangements described in these Terms;
• Limitation of liability and disclaimer provisions;
• Dispute resolution procedures and arbitration arrangements; and
• Any other matters relating to the relationship between MedSphere Academy and users, except as expressly provided otherwise in these Terms or as required by mandatory provisions of applicable local law.

17.1.4 Exclusion of Conflict of Laws Principles

The application of English law to these Terms is made without regard to its conflict of law provisions or principles that would require or permit the application of the laws of any other jurisdiction. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any similar international conventions or treaties, except where such exclusion is prohibited by mandatory law.

17.1.5 Interaction with Mandatory Local Laws

While English law governs the contractual relationship, this choice of law does not exclude or diminish the application of mandatory provisions of local law that cannot be excluded by contractual agreement, including but not limited to:

• Mandatory consumer protection laws in the user’s jurisdiction of residence;
• Mandatory data protection and privacy laws applicable to the processing of the user’s personal data;
• Mandatory employment laws (where applicable);
• Public policy provisions (ordre public) that reflect fundamental legal principles in the user’s jurisdiction; and
• Any other mandatory legal provisions that apply regardless of the parties’ choice of governing law.

The hierarchy and resolution of conflicts between English law and mandatory local laws is addressed in Section 17.15 (Conflict Resolution Hierarchy).

17.1.6 Limited Liability Company Structure and Shareholder Protection

• Purpose and Fundamental Principle

This Section 17.1.6 establishes the fundamental legal structure of MedSphere Academy LTD and clarifies the critical limitation on liability that applies to the Company’s shareholders, members, directors, officers, and beneficial owners. By accepting these Terms, users acknowledge and agree that they are contracting exclusively with MedSphere Academy LTD as a separate legal entity, and that the personal assets of the Company’s shareholders and members are fully protected from any claims, liabilities, or obligations arising from these Terms or the provision of Services.

This limitation on shareholder liability is a fundamental and non-negotiable term of the contractual relationship between users and MedSphere Academy. It reflects the core principle of limited liability that underpins English company law and is essential to the Company’s ability to operate and provide Services globally.

• Legal Status and Corporate Structure
• Company Registration and Legal Status: MedSphere Academy LTD (referred to throughout these Terms as “MedSphere Academy,” “the Company,” “we,” “us,” or “our”) is a private limited liability company duly incorporated and registered in England and Wales under the Companies Act 2006. The Company’s registered company number is \17316598, and its registered office is located at \4th Floor Office, 205 Regent Street, London W1B 4HB, England.
• Limited Liability Company Status: As a company limited by shares under the Companies Act 2006, MedSphere Academy is a separate legal entity distinct from its shareholders, members, directors, officers, employees, and beneficial owners. The Company has its own legal personality and can:
• Enter into contracts in its own name
• Own property and assets
• Sue and be sued in its own name
• Incur debts and liabilities
• Conduct business operations independently of its shareholders
• Fundamental Principle of Limited Liability: Under English law, the fundamental principle of limited liability means that shareholders of a limited company are liable only to the extent of the amount unpaid on their shares (if any). Once shares are fully paid, shareholders have NO further liability for the company’s debts, obligations, or liabilities, regardless of the amount or nature of such liabilities. This principle is codified in Section 3 of the Companies Act 2006 and has been a cornerstone of English company law since the landmark case of Salomon v Salomon & Co Ltd [1897] AC 22.
• Separate Legal Personality: The doctrine of separate legal personality, established in Salomon v Salomon & Co Ltd and consistently upheld by English courts, means that MedSphere Academy is treated as a legal person entirely separate from its shareholders. The Company’s assets belong to the Company, not to its shareholders. The Company’s liabilities are the Company’s liabilities, not the shareholders’ liabilities. This separation is absolute and applies regardless of:
• The number of shareholders
• The percentage of shares held by any shareholder
• Whether shareholders are individuals or corporate entities
• The degree of control shareholders exercise over company decisions
• The financial condition of the Company
• The size or nature of claims against the Company
• Shareholder Limited Liability Protection
• Absolute Protection from Personal Liability: The shareholders, members, and beneficial owners of MedSphere Academy (collectively referred to as “Shareholders” in this Section 17.1.6) are NOT personally liable for any debts, obligations, liabilities, claims, damages, losses, costs, or expenses of the Company, including but not limited to:
• Contractual Obligations: Shareholders are not personally liable for any breach of these Terms, breach of contract with users, failure to provide Services, or any other contractual obligation of the Company.
• Service-Related Liabilities: Shareholders are not personally liable for any claims arising from the provision of Services, including claims related to Course content accuracy, educational quality, technical failures, service interruptions, or any other aspect of Service delivery.
• Data Breaches and Security Incidents: Shareholders are not personally liable for any data breaches, security incidents, unauthorized access to user data, privacy violations, or failures to maintain adequate data security measures, regardless of the severity of the breach or the number of users affected.
• Professional Negligence Claims: Shareholders are not personally liable for any claims of professional negligence, educational malpractice, failure to meet professional standards, or inadequate Course content, even where such claims involve healthcare professionals or patient safety concerns.
• Regulatory Fines and Penalties: Shareholders are not personally liable for any fines, penalties, sanctions, or other regulatory consequences imposed on the Company by data protection authorities, consumer protection agencies, healthcare regulators, tax authorities, or any other governmental or regulatory bodies.
• Tort Claims: Shareholders are not personally liable for any tort claims against the Company, including negligence, misrepresentation, defamation, intellectual property infringement, or any other tortious conduct.
• Statutory Liabilities: Shareholders are not personally liable for any statutory liabilities of the Company, including tax liabilities, employment obligations, health and safety violations, or environmental liabilities.
• Insolvency and Creditor Claims: Shareholders are not personally liable to creditors of the Company in the event of insolvency, bankruptcy, liquidation, or administration, except to the extent of any unpaid amounts on their shares.
• Third-Party Claims: Shareholders are not personally liable for claims brought by third parties against the Company, including claims by content providers, service providers, payment processors, or any other third parties with whom the Company has contractual or business relationships.
• Consequential and Indirect Damages: Shareholders are not personally liable for any consequential, indirect, incidental, special, exemplary, or punitive damages arising from the Company’s operations, regardless of whether such damages were foreseeable or whether the Company has been advised of the possibility of such damages.
• Scope of Protection: This protection from personal liability applies:
• Regardless of Claim Amount: Shareholders are protected from personal liability regardless of the amount of damages claimed or awarded, whether the claim is for £100 or £100 million.
• Regardless of Claim Type: Shareholders are protected from personal liability regardless of the legal theory or basis of the claim, whether in contract, tort, statute, equity, or any other legal or equitable theory.
• Regardless of Jurisdiction: Shareholders are protected from personal liability regardless of where the claim is brought, whether in the United Kingdom, Egypt, Saudi Arabia, the European Union, or any other jurisdiction.
• Regardless of Claimant Status: Shareholders are protected from personal liability regardless of who brings the claim, whether individual users, consumer groups, class action plaintiffs, regulatory authorities, or any other claimants.
• Regardless of Company Financial Condition: Shareholders are protected from personal liability regardless of whether the Company has sufficient assets to satisfy judgments or claims, and regardless of whether the Company is solvent or insolvent.
• Regardless of Shareholder Involvement: Shareholders are protected from personal liability regardless of their level of involvement in company operations, whether they are passive investors or actively involved in management decisions.
• No Personal Guarantees or Undertakings: Shareholders have not provided, and are not required to provide, any personal guarantees, undertakings, indemnities, or assurances regarding the Company’s obligations under these Terms. Users have no right to request, demand, or require personal guarantees from Shareholders as a condition of using the Services or as a remedy for any breach or claim.
• Liability Limited to Company Assets
• Exclusive Recourse Against Company Assets: All liability arising from or related to these Terms, the provision of Services, or any other aspect of the contractual relationship between users and MedSphere Academy is LIMITED EXCLUSIVELY to the assets owned by MedSphere Academy LTD as a legal entity. Users’ sole and exclusive recourse for any claims, damages, or liabilities is against the Company’s assets, which include:
• Cash and cash equivalents held in the Company’s bank accounts
• Accounts receivable and other monetary assets
• Intellectual property owned by the Company (including trademarks, copyrights, patents, trade secrets, and proprietary Course content)
• Physical assets and equipment owned by the Company
• Contractual rights and business relationships
• Insurance proceeds payable to the Company (subject to policy terms and conditions)
• Any other tangible or intangible assets legally owned by MedSphere Academy LTD
• No Recourse Against Shareholder Assets: Users have NO recourse, claim, or right of recovery against the personal assets of Shareholders, including but not limited to:
• Personal bank accounts, savings, or investments of Shareholders
• Real property (homes, land, buildings) owned by Shareholders personally
• Personal property (vehicles, jewelry, art, collectibles) owned by Shareholders
• Retirement accounts, pension funds, or other personal financial assets of Shareholders
• Shares or ownership interests held by Shareholders in other companies or entities
• Personal income, wages, or earnings of Shareholders from other sources
• Family trusts, estates, or other personal wealth structures of Shareholders
• Any other personal assets of Shareholders, whether held individually, jointly, or through personal entities
• Enforcement Limitations: If a user obtains a judgment, arbitration award, or other legally enforceable determination against MedSphere Academy:
• The user may enforce the judgment or award ONLY against the assets of MedSphere Academy LTD
• The user may NOT seek to attach, garnish, levy, seize, or otherwise enforce the judgment or award against any personal assets of Shareholders
• The user may NOT name Shareholders as judgment debtors or attempt to collect from Shareholders personally
• The user may NOT seek discovery of Shareholder personal assets or financial information
• The user may NOT pursue fraudulent transfer claims against Shareholders based solely on the Company’s inability to satisfy the judgment (absent evidence of actual fraud)
• Insolvency Scenarios: In the event that MedSphere Academy becomes insolvent, enters administration, or is liquidated:
• Users’ claims are limited to participating in the insolvency proceedings as unsecured creditors (or secured creditors if applicable security interests exist)
• Users have no right to pursue Shareholders personally for any shortfall between the Company’s assets and the total amount of claims
• Users must accept the distribution of available Company assets in accordance with applicable insolvency laws and the priority of claims established by such laws
• Shareholders retain full protection from personal liability even if the Company’s assets are insufficient to satisfy all creditor claims
• Non-Recourse Against Shareholders, Directors, and Members
• Prohibition on Personal Claims: Users expressly acknowledge and agree that they CANNOT and WILL NOT:
• Sue Shareholders Personally: Users cannot bring any legal action, lawsuit, arbitration claim, or other proceeding against Shareholders in their personal capacity for any matter arising from or related to these Terms or the provision of Services.
• Pursue Claims Against Directors Personally: Users cannot bring claims against directors or officers of MedSphere Academy in their personal capacity, except in the extraordinary circumstance where a director or officer has engaged in fraud, criminal conduct, or willful misconduct that is entirely separate from and outside the scope of their duties to the Company. Ordinary business decisions, even if negligent or resulting in losses, do not give rise to personal liability for directors.
• Attempt to Pierce the Corporate Veil: Users cannot attempt to “pierce the corporate veil,” “lift the corporate veil,” or disregard the separate legal personality of MedSphere Academy by claiming that:
  • The Company is a mere alter ego or instrumentality of its Shareholders
  • The Company is inadequately capitalized
  • Corporate formalities have not been properly observed
  • Shareholders exercise significant control over company operations
  • The corporate form was created to avoid liability or perpetrate fraud (absent actual evidence of fraud)
  • The Company and its Shareholders should be treated as a single economic unit
• Seek Personal Guarantees: Users cannot demand, request, or require that Shareholders provide personal guarantees, letters of credit, bonds, or other forms of security for the Company’s obligations as a condition of using Services or as a remedy for any breach or claim.
• Hold Shareholders Liable for Company Acts: Users cannot hold Shareholders personally liable for any acts, omissions, decisions, or conduct of the Company, its employees, its agents, or its representatives, regardless of whether Shareholders were aware of, approved, or participated in such acts, omissions, decisions, or conduct.
• Join Shareholders as Parties: Users cannot join or add Shareholders as parties to any legal proceeding, arbitration, or dispute resolution process involving claims against the Company, except where Shareholders have engaged in independent tortious or criminal conduct separate from the Company’s operations.
• Seek Contribution or Indemnity from Shareholders: Users cannot seek contribution, indemnity, or reimbursement from Shareholders for any amounts paid by the Company or any judgments or awards entered against the Company.
• Application Regardless of Circumstances: The prohibitions in subsection (e)(i) apply regardless of:
• Amount of Damages: The prohibitions apply whether the user’s claim is for £100 or £100 million. The size of the claim does not diminish Shareholder protection.
• Nature of Claim: The prohibitions apply whether the claim involves breach of contract, negligence, data breach, professional malpractice, regulatory violation, or any other legal theory.
• Severity of Harm: The prohibitions apply whether the user has suffered minor inconvenience or catastrophic losses. The severity of harm does not create personal liability for Shareholders.
• Number of Affected Users: The prohibitions apply whether the claim involves a single user or thousands of users. Mass claims do not pierce the corporate veil.
• Company Financial Condition: The prohibitions apply whether the Company is financially healthy or insolvent. Shareholders are protected even if the Company cannot pay its debts.
• Shareholder Wealth: The prohibitions apply regardless of the personal wealth of Shareholders. The fact that Shareholders may have substantial personal assets does not create any right for users to access those assets.
• Perceived Injustice: The prohibitions apply even if users believe the outcome is unjust or unfair. Limited liability is a fundamental principle of company law that applies even in circumstances that may seem harsh to creditors.
• Director Liability Exception – Narrow Scope: The exception for director personal liability mentioned in subsection (e)(i) applies ONLY in the following narrow circumstances:
• The director engaged in fraud, intentional misrepresentation, or criminal conduct
• The director’s conduct was entirely separate from and outside the scope of their duties and authority as a director
• The director acted for personal benefit rather than in the Company’s interests
• The director’s conduct would give rise to personal liability under established English law principles (e.g., fraudulent trading under Section 213 of the Insolvency Act 1986)

Ordinary business decisions, even if negligent, imprudent, or resulting in losses to the Company or users, do NOT give rise to personal director liability. Directors are protected by the business judgment rule and are not personally liable for errors of judgment made in good faith.

• User Acknowledgment and Consent
• Explicit Acknowledgment: By accepting these Terms (whether by clicking “I Agree,” creating an account, accessing the Platform, or using any Services), users explicitly acknowledge, understand, and agree that:
• Limited Liability Company Status: MedSphere Academy is a private limited liability company incorporated under the laws of England and Wales, and the Company’s Shareholders enjoy limited liability protection under the Companies Act 2006 and English common law.
• Shareholder Protection: Shareholders are protected from personal liability for the Company’s debts, obligations, and liabilities, and users have no right to pursue claims against Shareholders personally or to access Shareholder personal assets.
• Sole Recourse Against Company: Users’ sole and exclusive recourse for any claims arising from or related to these Terms or the provision of Services is against the assets of MedSphere Academy LTD, and users accept the risk that the Company’s assets may be insufficient to satisfy all claims.
• Fundamental Term: The limitation on Shareholder liability is a fundamental, material, and non-negotiable term of the agreement between users and MedSphere Academy, and users would not be permitted to use the Services without accepting this limitation.
• No Personal Contracting: Users are not contracting with Shareholders individually, and Shareholders have no personal obligations to users under these Terms.
• Informed Consent: Users have been given clear and conspicuous notice of the limitation on Shareholder liability, have had the opportunity to review this Section 17.1.6 and seek independent legal advice if desired, and voluntarily consent to this limitation as a condition of using the Services.
• Binding Agreement: This acknowledgment and consent is legally binding and enforceable. Users cannot later claim that they did not understand or agree to the limitation on Shareholder liability. By using the Services, users are conclusively deemed to have accepted this limitation.
• No Reliance on Shareholder Assets: Users acknowledge that they are not relying on the personal assets or creditworthiness of Shareholders in deciding to use the Services or enter into these Terms. Users’ decision to use the Services is based solely on the Company’s reputation, the quality of Services, and the Company’s assets and insurance coverage.
• Waiver of Claims Against Shareholders: To the maximum extent permitted by applicable law, users irrevocably waive any and all claims, rights, or causes of action they may have or may acquire against Shareholders in their personal capacity arising from or related to these Terms or the provision of Services. This waiver is intended to be as broad as legally permissible and includes waiver of both known and unknown claims.
• Company Entity Only
• Exclusive Contractual Relationship: Users’ contractual relationship under these Terms is exclusively with MedSphere Academy LTD as a separate legal entity. Users are NOT contracting with, and have NO contractual relationship with:
• Individual Shareholders or Members: Users have no contractual relationship with any individual or entity that owns shares in MedSphere Academy. Shareholders are not parties to these Terms and have no obligations to users.
• Directors or Officers: Users have no contractual relationship with directors or officers of MedSphere Academy in their personal capacity. Directors and officers act as agents of the Company, and their actions bind the Company, not themselves personally.
• Employees: Users have no contractual relationship with employees of MedSphere Academy. Employees act on behalf of the Company, and the Company is responsible for employee actions within the scope of employment.
• Parent Companies or Affiliated Entities: Unless explicitly stated otherwise in these Terms or in a separate written agreement, users have no contractual relationship with any parent company, subsidiary, affiliate, or related entity of MedSphere Academy. Each legal entity is separate and distinct.
• Service Providers or Contractors: Users have no contractual relationship with third-party service providers, contractors, or vendors engaged by MedSphere Academy (such as payment processors, hosting providers, or content creators). The Company is responsible for the performance of its service providers.
• Company as Sole Obligor: MedSphere Academy LTD is the sole obligor under these Terms. All obligations, warranties, representations, and undertakings set forth in these Terms are obligations of the Company entity, not of any Shareholder, director, officer, employee, or affiliated entity.
• No Third-Party Beneficiaries: Shareholders, directors, officers, employees, and affiliated entities are not third-party beneficiaries of these Terms and have no right to enforce any provision of these Terms against users. Conversely, users have no right to enforce these Terms against any such individuals or entities.
• Separate Legal Entities: Where MedSphere Academy is part of a corporate group structure (including parent companies, subsidiaries, or affiliated entities), each entity in the group is a separate legal entity with its own assets, liabilities, and legal personality. Users cannot hold one entity liable for the obligations of another entity, and cannot pierce the corporate veil between related entities, absent extraordinary circumstances involving fraud or abuse of corporate form.
• Legal Basis
• Statutory Authority: The limitation on Shareholder liability set forth in this Section 17.1.6 is based on and derives from the following statutory provisions:
• Companies Act 2006, Section 3: Provides that a company is a “limited company” if the liability of its members is limited by its constitution, and defines a “company limited by shares” as a company whose members’ liability is limited to the amount (if any) unpaid on their shares.
• Companies Act 2006, Part 1 (Sections 1-6): Establishes the fundamental principles of company formation, separate legal personality, and limited liability for companies incorporated in the United Kingdom.
• Companies Act 2006, Section 16: Provides that a company’s constitution comprises its articles of association and any resolutions and agreements affecting the company’s constitution, which establish the limited liability of members.
• Insolvency Act 1986: Establishes the priority of claims in insolvency proceedings and confirms that shareholders are not liable for company debts beyond their capital contributions.
• Common Law Authority: The limitation on Shareholder liability is also based on well-established English common law principles, including:
• Salomon v Salomon & Co Ltd [1897] AC 22: The landmark House of Lords decision establishing the principle of separate legal personality and limited liability. The court held that a company is a separate legal entity distinct from its shareholders, and that shareholders are not liable for company debts even where a shareholder owns substantially all of the company’s shares and exercises complete control over the company.
• Adams v Cape Industries plc [1990] Ch 433: Confirmed that English courts will not pierce the corporate veil except in very limited circumstances, and that the corporate veil will not be pierced merely because it is necessary to achieve justice or because the corporate structure was created to avoid liability.
• Prest v Petrodel Resources Ltd [2013] UKSC 34: The Supreme Court reaffirmed the principle that the corporate veil can be pierced only in very exceptional circumstances where a person is under an existing legal obligation or liability and deliberately evades or frustrates that obligation by interposing a company under their control. The court emphasized that the corporate veil cannot be pierced merely because the outcome seems unjust.
• VTB Capital plc v Nutritek International Corp [2013] UKSC 5: The Supreme Court confirmed that piercing the corporate veil is an exceptional remedy available only where a company is used as a device or façade to conceal wrongdoing, and that the doctrine of piercing the veil is not a general discretionary power to disregard corporate personality whenever justice requires.
• Regulatory Recognition: The limitation on Shareholder liability is recognized and respected by regulatory authorities in the United Kingdom and internationally, including:
• Companies House: The UK registrar of companies recognizes and maintains records of limited liability companies and their separate legal status.
• HM Revenue & Customs (HMRC): Treats limited companies as separate taxable entities distinct from their shareholders.
• Financial Conduct Authority (FCA): Regulates companies as separate legal entities and does not impose personal liability on shareholders for company regulatory obligations (except in cases of personal misconduct).
• Information Commissioner’s Office (ICO): Enforces data protection laws against companies as data controllers, not against shareholders personally (except where shareholders are separately acting as data controllers).
• International Recognition: The principle of limited liability for shareholders of limited companies is recognized and enforced in virtually all major legal systems worldwide, including:
• European Union: All EU member states recognize limited liability companies and enforce the principle of separate legal personality under EU company law directives.
• Egypt: Egyptian Commercial Companies Law No. 159 of 1981 (as amended) recognizes limited liability companies and protects shareholders from personal liability.
• Saudi Arabia: Saudi Companies Law (Royal Decree No. M/3 dated 28/01/1437H) recognizes limited liability companies and protects shareholders from personal liability.
• United States: All U.S. states recognize limited liability companies and corporations with limited liability for shareholders.
• Common Law Jurisdictions: All major common law jurisdictions (including Australia, Canada, New Zealand, Singapore, and Hong Kong) recognize and enforce the principle of limited liability based on the Salomon v Salomon precedent.
• Interaction with Liability Limitations
• Cumulative Limitations: The limitation on Shareholder liability set forth in this Section 17.1.6 is cumulative with, and in addition to, the limitations of liability set forth elsewhere in these Terms, including:
• Section 9 (Limitation of Liability): General limitations on the Company’s liability for damages, including exclusions of consequential damages and caps on total liability.
• Section 17.9 (Arbitration Costs and Access to Justice): Limitations on the Company’s liability for arbitration costs and procedures for cost allocation.
• Section 17.11 (Healthcare Professional Responsibilities): Limitations on the Company’s liability for professional practice decisions and clinical outcomes.
• Section 17.11.11 (Data Security and Breach Liability): Limitations on the Company’s liability for data breaches and security incidents.
• Any other provisions of these Terms that limit, exclude, or cap the Company’s liability.
• Maximum Company Liability: The liability caps and limitations set forth in these Terms represent the MAXIMUM TOTAL LIABILITY of MedSphere Academy LTD for all claims arising from or related to these Terms or the provision of Services. These liability caps apply to the Company’s assets and represent the maximum amount that users can recover from the Company.
• No Additional Shareholder Liability: The liability caps set forth in these Terms do NOT create any additional pool of assets or any additional source of recovery beyond the Company’s assets. Specifically:
• If Section 9 limits the Company’s total liability to the amount of subscription fees paid by the user in the 12 months preceding the claim, this cap applies to the Company’s assets. Users cannot recover additional amounts from Shareholders.
• If Section 17.11.11.3 limits the Company’s liability for data breaches to direct damages only, this limitation applies to claims against the Company’s assets. Users cannot pursue consequential damages from Shareholders.
• If any provision of these Terms excludes certain types of damages (such as consequential, indirect, or punitive damages), this exclusion applies to both the Company and Shareholders. Users cannot recover excluded damages from Shareholders.
• Judgment Enforcement Limitations: If a user obtains a judgment or arbitration award against MedSphere Academy:
• The judgment or award can be enforced ONLY against the Company’s assets, up to the maximum liability cap set forth in these Terms (if applicable).
• Even if the judgment or award exceeds the liability cap, or exceeds the value of the Company’s available assets, users CANNOT pursue Shareholders personally for the shortfall.
• Users must accept the limitation that their recovery is capped at the lesser of: (a) the liability cap set forth in these Terms, or (b) the value of the Company’s available assets.
• This limitation applies regardless of the size of the judgment, the severity of the user’s losses, or the perceived adequacy of the Company’s assets.
• No Circumvention of Liability Caps: Users cannot circumvent the liability caps and limitations set forth in these Terms by:
• Attempting to pierce the corporate veil to access Shareholder assets
• Bringing claims against Shareholders personally
• Bringing claims in jurisdictions that do not recognize or enforce the liability caps
• Characterizing claims in ways designed to avoid the liability caps
• Aggregating multiple claims to exceed the liability caps
• Any other means or strategy

The liability caps and limitations apply to all claims, regardless of how they are characterized or where they are brought.

• Insurance Does Not Extend to Shareholders
• Company Insurance Coverage: MedSphere Academy maintains appropriate business insurance coverage to protect the Company’s assets and operations, which may include:
• Professional Liability Insurance (Errors & Omissions Insurance): Covers claims arising from professional negligence, errors, or omissions in the provision of educational services.
• Cyber Liability Insurance: Covers claims arising from data breaches, security incidents, privacy violations, and cyber attacks.
• General Liability Insurance: Covers claims arising from bodily injury, property damage, and personal injury.
• Directors and Officers (D&O) Liability Insurance: Covers claims against directors and officers for alleged wrongful acts in their capacity as directors or officers.
• Employment Practices Liability Insurance (EPLI): Covers claims arising from employment-related disputes.
• Other insurance coverage as appropriate for the Company’s operations.
• Insurance Applies to Company Only: All insurance coverage maintained by MedSphere Academy applies ONLY to the Company as the named insured. Insurance coverage does NOT:
• Extend to Shareholders in their personal capacity
• Cover personal assets of Shareholders
• Create any right for users to pursue claims directly against Shareholders
• Create any obligation for Shareholders to maintain personal insurance
• Provide any additional source of recovery beyond the Company’s assets and insurance proceeds
• Shareholders Not Named Insureds: Shareholders are NOT named insureds, additional insureds, or beneficiaries under the Company’s insurance policies (except where directors and officers are covered under D&O insurance for claims arising from their service to the Company). Shareholders have no personal obligation to maintain insurance coverage for the Company’s liabilities.
• No Direct Action Against Insurance: Users have NO right to bring direct action against the Company’s insurance carriers or to pursue claims directly against insurance policies. Any insurance proceeds are payable to the Company, and users’ claims must be brought against the Company, not against insurers.
• Insurance Limits Apply: The Company’s insurance coverage is subject to policy limits, deductibles, exclusions, and conditions. Users’ recovery is limited to the lesser of:
• The liability cap set forth in these Terms
• The Company’s available assets (including insurance proceeds)
• The applicable insurance policy limits

Users cannot pursue Shareholders personally for any shortfall between insurance coverage and the amount of claims.

• No Guarantee of Insurance Coverage: The Company does not guarantee that insurance coverage will be available or sufficient for all claims. Insurance policies may:
• Exclude certain types of claims or damages
• Impose coverage limits that are less than the amount of claims
• Require the Company to pay deductibles or self-insured retentions
• Contain conditions or requirements that affect coverage
• Be subject to insurer defenses or coverage disputes

Users accept the risk that insurance coverage may be unavailable or insufficient, and agree that they cannot pursue Shareholders personally in such circumstances.

• Regulatory Compliance
• No Conflict with Data Protection Laws: The limitation on Shareholder liability set forth in this Section 17.1.6 does NOT conflict with, diminish, or limit:
• UK GDPR and Data Protection Act 2018: The Company remains fully liable as a data controller for compliance with UK data protection laws. The limitation on Shareholder liability does not affect the Company’s obligations to process personal data lawfully, maintain data security, respond to data subject rights requests, or notify data breaches to the Information Commissioner’s Office (ICO).
• EU GDPR: The Company remains fully liable as a data controller for compliance with EU data protection laws where applicable. The limitation on Shareholder liability does not affect the Company’s obligations under the GDPR.
• Egyptian Data Protection Law No. 151 of 2020: The Company remains fully liable for compliance with Egyptian data protection requirements. The limitation on Shareholder liability does not affect the Company’s obligations to Egyptian users or the Egyptian Data Protection Centre.
• Saudi Personal Data Protection Law (PDPL): The Company remains fully liable for compliance with Saudi data protection requirements. The limitation on Shareholder liability does not affect the Company’s obligations to Saudi users or the Saudi National Data Management Office (NDMO).
• No Limitation on Company Regulatory Obligations: The limitation on Shareholder liability does NOT limit or diminish the Company’s obligations to:
• Comply with all applicable laws and regulations in jurisdictions where the Company operates
• Respond to lawful requests from regulatory authorities, law enforcement, or courts
• Pay regulatory fines, penalties, or sanctions imposed on the Company
• Implement corrective measures required by regulatory authorities
• Maintain required licenses, registrations, or authorizations
• Submit required reports, filings, or notifications to regulatory authorities

The Company remains fully accountable to regulatory authorities for its operations and compliance obligations.

• No Limitation on Regulatory Enforcement: Regulatory authorities retain full authority to:
• Investigate the Company’s operations and compliance
• Impose fines, penalties, or sanctions on the Company
• Require the Company to implement corrective measures
• Suspend or revoke the Company’s licenses or authorizations
• Bring enforcement actions against the Company
• Refer matters for criminal prosecution where appropriate

The limitation on Shareholder liability does not restrict regulatory authorities’ enforcement powers against the Company.

• Shareholder Liability for Personal Misconduct: The limitation on Shareholder liability does NOT apply to circumstances where:
• A Shareholder (or director or officer) has personally engaged in fraud, criminal conduct, or willful misconduct that is separate from and outside the scope of the Company’s ordinary business operations
• A Shareholder (or director or officer) has personally violated laws or regulations in their individual capacity (not as an agent of the Company)
• A Shareholder (or director or officer) is personally subject to regulatory sanctions or enforcement actions for their own conduct (such as professional license revocation, personal fines for insider trading, or criminal prosecution)

In such circumstances, the Shareholder may be personally liable for their own misconduct, but this does NOT create any liability for other Shareholders or any right for users to pursue claims against Shareholders for the Company’s conduct.

• Insolvency and Creditor Rights: The limitation on Shareholder liability is subject to applicable insolvency laws and creditor rights, including:
• Fraudulent Trading (Insolvency Act 1986, Section 213): If the Company is wound up and it appears that business was carried on with intent to defraud creditors, the court may declare that persons who were knowingly parties to the fraudulent trading are personally liable for company debts. This is an exceptional remedy requiring proof of fraudulent intent.
• Wrongful Trading (Insolvency Act 1986, Section 214): If a director knew or ought to have known that there was no reasonable prospect of the company avoiding insolvent liquidation and failed to take steps to minimize potential loss to creditors, the court may order the director to contribute to the company’s assets. This applies to directors, not shareholders.
• Transactions at Undervalue and Preferences (Insolvency Act 1986, Sections 238-239): If the Company enters into transactions at undervalue or gives preferences to certain creditors prior to insolvency, such transactions may be set aside, but this does not create personal liability for Shareholders.

These insolvency provisions are narrow exceptions that apply only in specific circumstances and require proof of wrongdoing or breach of duty. They do not diminish the general principle of limited liability for Shareholders.

• Piercing the Corporate Veil
• General Prohibition: Users expressly acknowledge and agree that they CANNOT and WILL NOT attempt to “pierce the corporate veil,” “lift the corporate veil,” or disregard the separate legal personality of MedSphere Academy in order to hold Shareholders personally liable for the Company’s obligations.
• English Law Standard: Under English law, as established by the Supreme Court in Prest v Petrodel Resources Ltd [2013] UKSC 34 and VTB Capital plc v Nutritek International Corp [2013] UKSC 5, the corporate veil can be pierced only in very exceptional circumstances where:
• A person is under an existing legal obligation or liability or subject to an existing legal restriction
• The person deliberately evades or frustrates that obligation or restriction by interposing a company under their control
• The company is used as a device or façade to conceal wrongdoing

The corporate veil CANNOT be pierced merely because:

• The outcome seems unjust or unfair
• The company lacks sufficient assets to satisfy claims
• Shareholders exercise significant control over the company
• The corporate structure was created to limit liability (which is a legitimate purpose)
• Corporate formalities have not been perfectly observed
• The company is a subsidiary or affiliate of a larger group
• Prohibited Veil-Piercing Arguments: Users specifically agree that they will NOT attempt to pierce the corporate veil by arguing that:
• Alter Ego or Instrumentality: The Company is a mere alter ego, instrumentality, or puppet of its Shareholders. The fact that Shareholders control the Company or make business decisions does not justify piercing the veil.
• Undercapitalization: The Company is inadequately capitalized or lacks sufficient assets to satisfy potential claims. Undercapitalization alone is not grounds for piercing the veil under English law.
• Failure to Observe Formalities: The Company has failed to observe corporate formalities such as holding annual meetings, maintaining minutes, or keeping separate bank accounts. Minor failures to observe formalities do not justify piercing the veil.
• Unity of Interest: There is a unity of interest between the Company and its Shareholders such that separate personalities no longer exist. Control and common ownership do not justify piercing the veil.
• Fraud on Creditors: The corporate form was created to defraud creditors or avoid liability. The use of a limited liability company to limit liability is a legitimate purpose and does not constitute fraud, even if creditors are disadvantaged.
• Injustice or Inequity: Respecting the corporate veil would result in injustice or inequity. English courts have consistently held that perceived injustice is not grounds for piercing the veil.
• Single Economic Unit: The Company and its Shareholders (or the Company and affiliated entities) should be treated as a single economic unit. English law respects the separate legal personality of each entity in a corporate group.
• Burden of Proof: If a user attempts to pierce the corporate veil notwithstanding the prohibition in this Section, the user bears the burden of proving:
• The existence of an existing legal obligation or restriction that the Shareholder is evading
• That the Company was deliberately interposed to evade or frustrate that specific obligation
• That the Company is being used as a device or façade to conceal wrongdoing
• That the circumstances fall within the very narrow exceptions recognized by English law

The burden of proof is extremely high, and users are unlikely to succeed absent clear evidence of fraud or evasion of a specific legal obligation.

• Costs and Sanctions: If a user brings a claim attempting to pierce the corporate veil in violation of this Section 17.1.6, and the claim is dismissed or rejected:
• The user may be liable for the Company’s legal costs and expenses in defending against the veil-piercing claim
• The user may be subject to sanctions for bringing a frivolous or vexatious claim
• The user may be barred from bringing further claims against the Company
• The user’s account may be terminated for breach of these Terms
• No Piercing Based on Judgment Size
• Explicit Prohibition: Users expressly acknowledge and agree that courts and arbitral tribunals will NOT pierce the corporate veil or hold Shareholders personally liable merely because:
• A judgment or arbitration award exceeds the Company’s available assets
• Users suffer significant losses that cannot be fully compensated from Company assets
• The outcome seems unjust or inequitable to users
• The Company lacks sufficient capital or insurance to pay damages
• Shareholders have substantial personal wealth that could satisfy the judgment
• Limited Liability Means Risk of Non-Recovery: Users acknowledge and accept that the principle of limited liability means that Shareholders are protected from personal liability even in circumstances where:
• The Company’s assets are insufficient to satisfy all claims
• Users cannot recover the full amount of their damages
• The outcome results in financial hardship for users
• Shareholders personally benefit from the Company’s operations while users suffer losses

This is the fundamental nature of limited liability: Shareholders’ risk is limited to their investment in the company, while creditors (including users) bear the risk that the company’s assets may be insufficient to satisfy claims.

• No Equitable Exception: There is NO equitable exception to limited liability based on the size of judgments or the adequacy of company assets. English law does not permit courts to disregard limited liability merely because the outcome seems unfair or because users cannot recover their full damages.
• Insolvency Does Not Create Shareholder Liability: If the Company becomes insolvent or enters liquidation:
• Shareholders remain protected from personal liability
• Users must participate in insolvency proceedings as creditors and accept the distribution of available assets in accordance with insolvency law
• Users cannot pursue Shareholders personally for any shortfall between available assets and the total amount of claims
• The fact that users may recover only a fraction of their claims (or nothing at all) does not create any right to pursue Shareholders
• User Assumption of Risk: By accepting these Terms and using the Services, users assume the risk that:
• The Company’s assets may be insufficient to satisfy all claims
• Users may not be able to recover the full amount of their damages
• Shareholders’ personal assets are not available to satisfy user claims
• Limited liability may result in outcomes that users perceive as unjust

Users are deemed to have accepted this risk as a fundamental condition of the contractual relationship with MedSphere Academy.

• Consistency with Sector Standards
• Industry Standard Practice: The limitation on Shareholder liability set forth in this Section 17.1.6 is entirely consistent with standard commercial practice for limited liability companies providing educational services, online platforms, and digital content globally. Virtually all companies in the education technology sector, online learning sector, and digital services sector operate as limited liability entities with shareholder protection.
• Not a Deviation from Normal Practice: The limitation on Shareholder liability is NOT:
• An unusual or exceptional provision
• A deviation from industry standards
• An attempt to unfairly limit liability beyond normal commercial practice
• A “hidden” term or “fine print” designed to trap users

Rather, it is a fundamental and universally recognized principle of company law that applies to all limited liability companies.

• Competitive Necessity: The ability to operate as a limited liability company with shareholder protection is essential to MedSphere Academy’s ability to:
• Attract investment capital to fund operations and growth
• Compete effectively with other education providers
• Manage business risks in a global marketplace
• Provide Services at competitive prices
• Innovate and expand into new markets

Without limited liability protection, the Company would be unable to operate on commercially reasonable terms.

• User Expectations: Users should expect and understand that when they contract with a limited liability company (as indicated by “LTD” or “Limited” in the company name), they are contracting with a separate legal entity, and shareholders are protected from personal liability. This is a fundamental principle of commercial law that users are presumed to understand.
• No Waiver
• Non-Waivable Protection: The limited liability protection set forth in this Section 17.1.6 CANNOT and WILL NOT be waived, modified, or diminished by:
• User Election: Users cannot elect to waive the limited liability protection or to hold Shareholders personally liable. The protection is inherent to the Company’s legal status and cannot be waived by users.
• Court Order: Courts cannot order Shareholders to be personally liable except in the very narrow circumstances recognized by English law (fraud, evasion of specific legal obligations). Courts cannot disregard limited liability merely because they believe the outcome is unjust.
• Regulatory Action: Regulatory authorities cannot impose personal liability on Shareholders for the Company’s regulatory violations, except in rare circumstances involving personal misconduct by Shareholders (such as fraudulent trading in insolvency).
• Company Consent: The Company cannot consent to waive Shareholders’ limited liability protection. Shareholders’ protection is a matter of company law, not contractual agreement, and the Company has no authority to waive it.
• Arbitral Award: Arbitral tribunals cannot disregard limited liability or order Shareholders to be personally liable except in the narrow circumstances recognized by English law. Arbitrators must respect the separate legal personality of the Company.
• Settlement Agreement: Even if the Company enters into a settlement agreement with users, the settlement cannot create personal liability for Shareholders unless Shareholders voluntarily agree to such liability in a separate written agreement.
• Any Other Means: There is no mechanism by which the limited liability protection can be waived or modified except through the extraordinary circumstances recognized by English law (fraud, evasion of specific legal obligations).
• Protection is Inherent: The limited liability protection is inherent to MedSphere Academy’s status as a private limited liability company under the Companies Act 2006. It is not a contractual provision that can be negotiated or waived. It is a fundamental attribute of the Company’s legal structure.
• Shareholders’ Rights: Shareholders have an absolute right to limited liability protection, and this right cannot be taken away by:
• User claims or demands
• Court orders (except in extraordinary circumstances)
• Regulatory actions (except in extraordinary circumstances)
• The Company’s actions or agreements
• Changes to these Terms
• Any other means
• Survival of Protection: The limited liability protection survives:
• Termination of these Terms
• Termination of user subscriptions
• Dissolution or liquidation of the Company
• Changes in ownership or control of the Company
• Changes in applicable law (subject to mandatory legal requirements)
• Any other events or circumstances
• Severable Provision
• Severability: If any part, provision, or subsection of this Section 17.1.6 is found to be invalid, unenforceable, or illegal by a court or arbitral tribunal:
• The remainder of Section 17.1.6 shall remain in full force and effect
• The invalid provision shall be severed from Section 17.1.6
• The remaining provisions shall be interpreted to give maximum effect to the limitation on Shareholder liability
• The fundamental principle of limited liability shall remain effective
• Preservation of Core Protection: Even if specific provisions of this Section 17.1.6 are found invalid, the core principle of limited liability for Shareholders is preserved by:
• The Companies Act 2006 (statutory protection)
• English common law (Salomon v Salomon and subsequent cases)
• The Company’s constitutional documents (articles of association)
• Fundamental principles of English company law

Users cannot avoid the limitation on Shareholder liability by challenging the enforceability of this Section 17.1.6.

• No Extension to Shareholders: If any provision of this Section 17.1.6 is found invalid or unenforceable, such invalidity does NOT:
• Create personal liability for Shareholders
• Extend users’ rights to pursue claims against Shareholders
• Permit piercing of the corporate veil
• Diminish Shareholders’ statutory protection under the Companies Act 2006
• Affect the separate legal personality of MedSphere Academy
• Interpretation to Preserve Protection: If any provision of this Section 17.1.6 is ambiguous or subject to multiple interpretations, it shall be interpreted in the manner that:
• Provides maximum protection to Shareholders
• Preserves the principle of limited liability
• Is consistent with the Companies Act 2006 and English common law
• Reflects the parties’ intent to limit liability to Company assets
• Reformation: If any provision of this Section 17.1.6 is found to be overly broad or unenforceable as written, courts and arbitral tribunals are authorized to reform or modify the provision to the minimum extent necessary to make it enforceable while preserving its essential purpose of protecting Shareholders from personal liability.
• Integration with Other Provisions
• Relationship to Section 9 (Limitation of Liability): This Section 17.1.6 supplements and reinforces the limitations of liability set forth in Section 9. The limitations in Section 9 apply to the Company’s liability, and this Section 17.1.6 clarifies that Shareholders have no personal liability beyond the Company’s limited liability.
• Relationship to Section 17.11 (Healthcare Professional Responsibilities): The limitations on Company liability for professional practice decisions set forth in Section 17.11 apply to the Company only. Shareholders have no personal liability for healthcare professionals’ use of Course content or for any professional negligence claims.
• Relationship to Section 17.11.11 (Data Security and Breach Liability): The limitations on Company liability for data breaches set forth in Section 17.11.11 apply to the Company only. Shareholders have no personal liability for data breaches, security incidents, or privacy violations.
• Relationship to Arbitration Provisions (Section 17.2): The arbitration provisions in Section 17.2 apply to disputes with the Company. Users cannot bring arbitration claims against Shareholders personally. Shareholders are not parties to the arbitration agreement.
• Relationship to Indemnification Provisions: Any indemnification obligations set forth in these Terms (including Section 17.11.8) are obligations of users to indemnify the Company, not Shareholders personally. However, Shareholders are intended third-party beneficiaries of indemnification provisions to the extent such provisions protect Shareholders from personal liability.
• Effective Date and Survival
• Effective Date: This Section 17.1.6 is effective as of the date these Terms are accepted by the user and applies to all claims arising from or related to the user’s use of Services, regardless of when the claim arises.
• Survival: This Section 17.1.6 survives:
• Termination of the user’s subscription
• Termination of these Terms
• Expiration of any limitation period
• Dissolution or liquidation of the Company
• Any other event or circumstance

The limitation on Shareholder liability is perpetual and continues indefinitely.

• Retroactive Application: To the extent permitted by applicable law, this Section 17.1.6 applies retroactively to all claims arising from the user’s use of Services prior to the effective date of this Section, including claims that accrued before this Section was added to the Terms.
• No Statute of Limitations on Protection: There is no statute of limitations or time limit on Shareholders’ limited liability protection. Shareholders remain protected from personal liability regardless of how long after the events giving rise to a claim the claim is brought.

17.2 Core Dispute Resolution Framework

17.2.1 Primary Dispute Resolution Mechanism

Subject to the exceptions and qualifications set forth in this Section 17.2 and throughout Section 17, disputes between MedSphere Academy and users shall be resolved through binding arbitration conducted in accordance with this Section, rather than through litigation in court.

17.2.2 Arbitration Seat and Governing Law

• Seat of Arbitration: The legal seat of arbitration shall be London, England, United Kingdom. The designation of London as the seat of arbitration means that the arbitration shall be treated as an English arbitration for all purposes, regardless of where hearings or meetings may take place.
• Governing Law of Arbitration Agreement: The arbitration agreement contained in these Terms, and any disputes regarding the existence, validity, enforceability, interpretation, or scope of the arbitration agreement, shall be governed exclusively by the Arbitration Act 1996 of England and Wales. This includes determinations of arbitrability, the formation and validity of the arbitration agreement, and procedural matters relating to the arbitration.
• Curial Law: The Arbitration Act 1996 shall serve as the curial law (lex arbitri) governing the conduct of the arbitration, the powers and duties of the arbitral tribunal, and the supervisory jurisdiction of the English courts over the arbitration.
• Governing Law of Substantive Dispute: The substantive merits of any dispute shall be determined in accordance with English law as set forth in Section 17.1, subject to the application of mandatory local laws as provided in Section 17.15.

17.2.3 Arbitration Rules and Administration

• Applicable Rules: Arbitration proceedings shall be conducted in accordance with the Arbitration Rules of the London Court of International Arbitration (LCIA) in force at the time of commencement of the arbitration, except as modified by these Terms or as the parties may otherwise agree in writing.
• Alternative Rules: At the Company’s discretion, or by mutual agreement of the parties, arbitration may instead be conducted under:
• The Rules of Arbitration of the International Chamber of Commerce (ICC);
• The UNCITRAL Arbitration Rules (as administered by an agreed institution); or
• Such other internationally recognized arbitration rules as the parties may agree.
• Institutional Administration: Arbitrations shall be administered by the LCIA or such other arbitral institution as corresponds to the chosen arbitration rules, unless the parties agree to ad hoc arbitration.

17.2.4 Composition of Arbitral Tribunal

• Single Arbitrator: Disputes involving claims of £50,000 (or equivalent in other currencies) or less shall be resolved by a single arbitrator appointed in accordance with the applicable arbitration rules.
• Three Arbitrators: Disputes involving claims exceeding £50,000 (or equivalent) may be resolved by a tribunal of three arbitrators if either party requests a three-arbitrator tribunal within the time specified in the applicable arbitration rules, or if the complexity of the dispute warrants a three-arbitrator tribunal in the opinion of the arbitral institution.
• Appointment Process: Arbitrators shall be appointed in accordance with the applicable arbitration rules. The parties may agree on the appointment of arbitrators, failing which arbitrators shall be appointed by the arbitral institution.
• Qualifications: Arbitrators shall be independent, impartial, and qualified by training and experience to resolve disputes of the nature in question. For disputes involving healthcare, medical education, or professional practice issues, at least one arbitrator should have relevant expertise in these areas.

17.2.5 Language and Location of Proceedings

• Language: The language of the arbitration shall be English, unless the parties agree otherwise in writing. All submissions, evidence, and oral proceedings shall be in English, with translation provided at the expense of the party requiring translation.
• Location of Hearings: While the legal seat of arbitration is London, England, hearings and meetings may be conducted:
• In London, England;
• By videoconference or other remote means;
• At such other location as the parties may agree; or
• At such location as the arbitral tribunal may determine, taking into account the convenience of the parties and witnesses, the location of relevant evidence, and the efficient conduct of the arbitration.
• Virtual Hearings: The arbitral tribunal may conduct hearings by videoconference, telephone conference, or other electronic means, particularly for procedural hearings, witness testimony, or where in-person hearings would impose undue burden or expense on the parties.

17.2.6 Scope of Arbitration Agreement

The arbitration agreement applies to all disputes, controversies, or claims arising out of or relating to:

• These Terms and Conditions or any prior versions thereof;
• Your use of or access to the Platform, Courses, or Services;
• Your Account, Subscription, or any payments made to MedSphere Academy;
• Any representations, warranties, or statements made by MedSphere Academy;
• The formation, validity, enforceability, interpretation, performance, breach, or termination of these Terms or the contractual relationship between you and MedSphere Academy;
• Any non-contractual obligations arising out of or in connection with these Terms or your use of the Platform;
• Any intellectual property disputes relating to the Platform or Course content;
• Any data protection or privacy disputes relating to the processing of your personal data;
• Any disputes between you and MedSphere Academy’s affiliates, subsidiaries, parent companies, officers, directors, employees, agents, or representatives, to the extent such disputes arise from or relate to your use of the Platform; and
• Any other disputes between you and MedSphere Academy, whether arising under contract, tort, statute, regulation, common law, equity, or any other legal or equitable theory.

17.2.7 Exceptions to Arbitration

Notwithstanding Section 17.2.6, the following disputes are not subject to mandatory arbitration and may be brought in court:

• Intellectual Property Claims: Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain actual or threatened infringement, misappropriation, or violation of intellectual property rights, including copyrights, trademarks, trade secrets, or patents.
• Small Claims Court: Either party may bring an individual action in small claims court (or equivalent court of limited jurisdiction) if the claim falls within the jurisdiction of such court and the action remains in small claims court.
• Prohibited Arbitration: Disputes where arbitration is prohibited by mandatory consumer protection laws in your jurisdiction that cannot be waived by agreement.
• Mutual Agreement: Disputes where both parties mutually agree in writing to resolve the dispute in court rather than through arbitration.
• Injunctive Relief for Urgent Matters: Either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to preserve the status quo or prevent irreparable harm pending the constitution of the arbitral tribunal, provided that the underlying dispute shall still be resolved through arbitration.
• Enforcement of Arbitration Agreement: Either party may apply to a court of competent jurisdiction to compel arbitration, stay court proceedings pending arbitration, or enforce the arbitration agreement.

17.2.8 Class Action and Collective Proceedings Waiver

• Individual Arbitration Only: All arbitrations under these Terms shall be conducted on an individual basis only. You and MedSphere Academy agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, or multi-party proceeding.
• No Class Arbitration: The arbitral tribunal shall have no authority to conduct a class arbitration, consolidate separate arbitrations into a single proceeding, or preside over any form of representative, collective, or multi-party proceeding.
• No Consolidation: Unless all parties agree otherwise in writing, the arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of consolidated, representative, or class proceeding.
• Severability of Class Action Waiver:
• Partial Invalidity: If any portion of this class action waiver (subsections (a), (b), or (c) of this Section 17.2.8) is found to be invalid, unenforceable, or illegal by a court or arbitrator with respect to a particular claim or category of claims, such finding shall not affect the validity or enforceability of:
• The remainder of this class action waiver with respect to other claims or categories of claims;
• The arbitration agreement in Sections 17.2.1 through 17.2.15 (excluding only the invalid portions of this Section 17.2.8); or
• Any other provision of these Terms.
• Continuation of Individual Arbitration: If the class action waiver is found invalid or unenforceable with respect to any claim, the arbitration agreement shall remain in full force and effect for all claims that may be arbitrated on an individual basis. The parties agree that any such claims shall proceed to individual arbitration in accordance with Sections 17.2.1 through 17.2.15.
• Preservation of Company Rights: If a court or arbitrator determines that class, collective, or representative proceedings may proceed notwithstanding this class action waiver, MedSphere Academy reserves all rights to:
• Challenge such determination through all available appellate or review procedures;
• Assert the class action waiver defensively in any such proceedings to the maximum extent permitted by applicable law;
• Seek dismissal, stay, or transfer of any such proceedings where legally available; and
• Invoke any other procedural defenses or objections available under applicable law.
• Severability Hierarchy: In the event of partial invalidity of this class action waiver:
• First, the arbitration agreement shall remain enforceable for individual claims;
• Second, if individual arbitration is not possible for certain claims, those claims may proceed in court on an individual basis only, unless a court of competent jurisdiction specifically authorizes class, collective, or representative proceedings;
• Third, the remainder of these Terms (excluding only the invalid portions) shall remain in full force and effect.
• No Waiver by Invalidity: The invalidity or unenforceability of this class action waiver in one jurisdiction or with respect to one claim shall not constitute a waiver of MedSphere Academy’s right to enforce the class action waiver in other jurisdictions or with respect to other claims where such enforcement is permitted by law.
• Consumer Protection Exception: This class action waiver shall not apply where prohibited by mandatory consumer protection laws in your jurisdiction that cannot be waived by agreement.

17.2.9 Confidentiality of Arbitration

• Confidential Proceedings: All arbitration proceedings, including any hearings, submissions, evidence, and awards, shall be confidential. The parties, arbitrators, and arbitral institution shall maintain the confidentiality of the arbitration and shall not disclose the existence, content, or results of the arbitration to any third party, except:
• As required by law, regulation, or court order;
• To enforce or challenge the arbitration award;
• To protect or pursue a legal right or interest;
• With the written consent of all parties; or
• To professional advisors, insurers, or reinsurers under appropriate confidentiality obligations.
• Public Interest Exception: The confidentiality obligation shall not prevent disclosure where necessary to protect public health, safety, or welfare, or where required by professional or regulatory obligations.

17.2.10 Arbitration Costs and Fees

The allocation of arbitration costs and fees is governed by Section 17.8 (Arbitration Costs and Access to Justice), which provides different cost allocation frameworks for consumer users and business users.

17.2.11 Interim and Conservatory Measures

• Arbitral Tribunal Powers: The arbitral tribunal shall have the power to order interim or conservatory measures, including injunctions, orders for preservation of evidence, orders for security for costs, and any other measures necessary to preserve the parties’ rights or the subject matter of the dispute.
• Court Powers: Either party may apply to a court of competent jurisdiction for interim or conservatory measures before the constitution of the arbitral tribunal or in exceptional circumstances where the arbitral tribunal lacks the power to grant effective relief. Such application shall not be deemed incompatible with the arbitration agreement or a waiver of the right to arbitrate.

17.2.12 Arbitration Award

• Final and Binding: Any award rendered by the arbitral tribunal shall be final and binding on the parties, subject only to the limited grounds for challenge or appeal provided under the Arbitration Act 1996.
• Reasoned Award: The arbitral tribunal shall issue a reasoned award in writing, setting forth the tribunal’s findings of fact and conclusions of law.
• Enforcement: Any arbitration award may be enforced in any court of competent jurisdiction in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958) or other applicable international conventions or domestic law.

17.2.13 Survival of Arbitration Agreement

The arbitration agreement set forth in this Section 17.2 shall survive:

• Termination or expiration of these Terms;
• Termination or cancellation of your Account or Subscription;
• Any changes or amendments to these Terms, unless the arbitration agreement itself is expressly modified or revoked;
• Any determination that other provisions of these Terms are invalid, illegal, or unenforceable; and
• The end of the contractual relationship between you and MedSphere Academy for any reason.

17.2.14 Opt-Out Right for Consumer Users

• 30-Day Opt-Out Period: If you are a consumer user (as defined in Section 17.14), you may opt out of the arbitration agreement by sending written notice to MedSphere Academy within thirty (30) days of first accepting these Terms or within thirty (30) days of any material change to the arbitration agreement.
• Opt-Out Notice: To opt out, you must send an email to \accounts-uk@sleek.com with the subject line “Arbitration Opt-Out” and include your full name, email address, and a clear statement that you wish to opt out of the arbitration agreement.
• Effect of Opt-Out: If you validly opt out of the arbitration agreement, disputes between you and MedSphere Academy will be resolved in court in accordance with Section 17.3 (Jurisdiction and Venue), and all other provisions of these Terms will remain in full force and effect.
• No Retroactive Effect: Opting out of the arbitration agreement does not affect any prior arbitration agreements you may have entered into with MedSphere Academy or any disputes that arose before you opted out.

17.2.15 Modification of Arbitration Agreement

MedSphere Academy may modify the arbitration agreement by providing notice in accordance with Section 14 (Changes to Terms). If you continue to use the Platform after the effective date of the modification, you agree to the modified arbitration agreement. However, if you are a consumer user, you have the right to opt out of any material modification to the arbitration agreement within thirty (30) days of notice of the modification, in which case the prior version of the arbitration agreement shall continue to apply to disputes between you and MedSphere Academy.

17.3 Jurisdiction and Venue

17.3.1 Primary Jurisdiction

Subject to the arbitration provisions in Section 17.2 and the exceptions and qualifications set forth in this Section 17.3, the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

17.3.2 Submission to Jurisdiction

By accepting these Terms and using the Platform, you submit to the jurisdiction of the courts of England and Wales for the purposes of:

• Enforcing or challenging an arbitration award;
• Seeking interim or conservatory measures in support of arbitration;
• Determining disputes that are excepted from arbitration under Section 17.2.7;
• Resolving disputes where you have validly opted out of arbitration under Section 17.2.14; and
• Any other proceedings arising out of or in connection with these Terms where arbitration does not apply.

17.3.3 Consumer Jurisdiction Rights

Notwithstanding Section 17.3.1, if you are a consumer (as defined under applicable consumer protection law), you retain the right to bring proceedings in either:

• The courts of England and Wales; or
• The courts of the country in which you are habitually resident or domiciled.

This provision does not affect your rights under mandatory consumer protection laws to bring proceedings in your local courts, and MedSphere Academy will not seek to deprive you of such rights.

17.3.4 Jurisdiction-Specific Venue Provisions

For UK Users: Proceedings may be brought in the courts of England and Wales, or in the courts of Scotland or Northern Ireland if you are habitually resident in those jurisdictions and the courts of those jurisdictions have competence under applicable law.

For EU/EEA Users: Consumer users habitually resident in EU/EEA member states may bring proceedings in the courts of their country of habitual residence, in accordance with EU consumer protection regulations and the Brussels I Regulation (Recast) (Regulation (EU) No 1215/2012) or equivalent provisions.

For Egyptian Users: Users habitually resident in Egypt may bring proceedings in the competent courts of Cairo, Egypt, or in the courts of their governorate of residence, where Egyptian law grants such rights and where such courts have jurisdiction under applicable law.

For Saudi Users: Users habitually resident in Saudi Arabia may bring proceedings in the competent courts of Riyadh, Kingdom of Saudi Arabia, or may utilize the dispute resolution mechanisms provided by the Saudi Ministry of Commerce or other competent Saudi authorities, where Saudi law grants such rights.

For Users in Other Jurisdictions: Users habitually resident in jurisdictions other than those specified above may bring proceedings in the courts of their country of habitual residence where mandatory consumer protection laws grant such rights and where such courts have jurisdiction under applicable law.

17.3.5 Non-Exclusive Jurisdiction for Company Claims

While users may bring proceedings in the courts specified in Sections 17.3.3 and 17.3.4, MedSphere Academy may bring proceedings against users in:

• The courts of England and Wales;
• The courts of the jurisdiction where the user is habitually resident or domiciled; or
• Any other court that has jurisdiction over the user or the subject matter of the dispute.

17.3.6 Service of Process

• Service on MedSphere Academy: Any legal process or court documents may be served on MedSphere Academy LTD at its registered office address in England and Wales, as specified in Section 19 (Contact Information), or through any other method permitted by the laws of England and Wales or the jurisdiction in which proceedings are brought.
• Service on Users: MedSphere Academy may serve legal process or court documents on users at the address provided in their Account registration, by email to the email address associated with their Account, or through any other method permitted by applicable law.
• Appointment of Agent: MedSphere Academy may appoint agents for service of process in jurisdictions where it has significant operations or user presence, and will provide details of such agents upon request or as required by applicable law.

17.3.7 Enforcement of Judgments and Awards

• Enforcement of English Judgments: Any judgment obtained in the courts of England and Wales may be enforced in other jurisdictions in accordance with applicable international conventions and treaties, including the Hague Convention on Choice of Court Agreements (where applicable), or under the domestic law of the jurisdiction where enforcement is sought.
• Enforcement of Foreign Judgments: Judgments obtained in foreign courts may be enforced in England and Wales in accordance with English law and applicable international conventions.
• Enforcement of Arbitration Awards: Any arbitration award rendered under Section 17.2 shall be final and binding on the parties and may be enforced in any court of competent jurisdiction in accordance with the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958), the Arbitration Act 1996, or other applicable international conventions or domestic law.

17.3.8 Forum Non Conveniens

MedSphere Academy reserves the right to apply to any court for a stay of proceedings or dismissal on the grounds of forum non conveniens (inconvenient forum) where another forum is clearly more appropriate for the resolution of the dispute, provided that such application does not deprive consumer users of mandatory rights to bring proceedings in their local courts.

17.4 Multi-Jurisdictional Compliance Framework

17.4.1 Recognition of Global Operations

MedSphere Academy operates across multiple jurisdictions, including the United Kingdom, the Arab Republic of Egypt, the Kingdom of Saudi Arabia, and anticipates expansion into additional jurisdictions. The Company acknowledges that users are located in diverse jurisdictions worldwide, each with their own legal and regulatory frameworks.

17.4.2 Tiered Compliance Approach

The application of law to users is structured according to the following tiered framework, which provides jurisdiction-specific compliance measures while maintaining English law as the foundational governing law. This framework is designed to be scalable and adaptable as MedSphere Academy expands into new jurisdictions.

17.4.3 Current Operational Jurisdictions (As of \01 September 2026)

As of the date of these Terms, MedSphere Academy has established operations and significant user presence in the following jurisdictions, which are designated as “Core Operational Jurisdictions”:

• United Kingdom (England, Wales, Scotland, Northern Ireland)
  
  
• Arab Republic of Egypt
  
  
• Kingdom of Saudi Arabia

17.4.4 Future Expansion Framework

As MedSphere Academy expands into additional jurisdictions, those jurisdictions will be added to this framework and will receive compliance measures equivalent to or greater than those provided to users in Core Operational Jurisdictions. The Company commits to:

• Conducting legal and regulatory assessments before entering new jurisdictions;
• Implementing jurisdiction-specific compliance measures as required by local law;
• Providing users in new jurisdictions with consumer protections equivalent to those in Core Operational Jurisdictions;
• Updating these Terms to reflect jurisdiction-specific requirements for new jurisdictions; and
• Notifying users of material changes to the multi-jurisdictional framework in accordance with Section 14 (Changes to Terms).

17.4.5 Jurisdiction-Specific Compliance Tiers

The following tiers establish the compliance framework for users in different jurisdictions:

TIER 1: United Kingdom Users

For users who are habitually resident in or access the Platform from the United Kingdom (England, Wales, Scotland, or Northern Ireland):

• Governing Law: These Terms are governed by English law, subject to the mandatory consumer protection provisions of UK law that cannot be excluded by agreement.
• UK Consumer Rights: Users who are consumers (as defined under the Consumer Rights Act 2015) benefit from the protections afforded by UK consumer protection legislation, including but not limited to:
• Consumer Rights Act 2015 (rights relating to digital content and services)
• Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (distance selling and cancellation rights)
• Unfair Terms in Consumer Contracts Regulations (as incorporated into the Consumer Rights Act 2015)
• Consumer Protection from Unfair Trading Regulations 2008
• UK Data Protection: The processing of personal data is governed by the UK Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR), as detailed in our Privacy Policy. UK users have all rights afforded under UK data protection law, including rights of access, rectification, erasure, restriction, portability, and objection.
• Regulatory Compliance: The Company complies with all applicable UK regulations governing online educational services, electronic commerce, and digital content provision, as detailed in Section 17.6.
• Currency and Taxation: Subscription fees are displayed in British Pounds Sterling (GBP) for UK users. All applicable UK taxes, including Value Added Tax (VAT), are calculated and collected in accordance with UK tax law, as detailed in Section 17.7.
• Dispute Resolution: UK users have access to the dispute resolution mechanisms set forth in Sections 17.2 and 17.3, including the right to opt out of arbitration (for consumer users) and the right to bring proceedings in UK courts.
• Alternative Dispute Resolution: UK consumer users may access alternative dispute resolution through approved ADR providers or the UK Online Dispute Resolution platform, where available.

TIER 2: European Economic Area (EEA) and European Union Users

For users who are habitually resident in or access the Platform from the European Economic Area (EEA) or European Union (EU) member states (excluding the United Kingdom):

• Governing Law with EU Overlay: These Terms are governed by English law, subject to the mandatory provisions of EU law and the national consumer protection laws of the user’s country of habitual residence that cannot be excluded by agreement.
• EU Consumer Protection: Users who are consumers benefit from the protections afforded by EU consumer protection directives and regulations, including:
• Consumer Rights Directive (2011/83/EU) (distance selling, cancellation rights, information requirements)
• Unfair Contract Terms Directive (93/13/EEC) (protection against unfair terms)
• E-Commerce Directive (2000/31/EC) (information society services)
• Digital Content Directive (2019/770/EU) (contracts for digital content and services)
• Directive on Consumer ADR (2013/11/EU) and Regulation on Consumer ODR (524/2013)
• GDPR Compliance: The processing of personal data is governed by the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679), as detailed in our Privacy Policy. EU/EEA users have all rights afforded under the GDPR, including:
• Right of access (Article 15)
• Right to rectification (Article 16)
• Right to erasure / “right to be forgotten” (Article 17)
• Right to restriction of processing (Article 18)
• Right to data portability (Article 20)
• Right to object (Article 21)
• Rights related to automated decision-making and profiling (Article 22)
• Jurisdiction for Consumer Disputes: Notwithstanding the general jurisdiction provisions in Section 17.3, EU/EEA consumers may bring proceedings in either the courts of England and Wales or the courts of their country of habitual residence, at their option, in accordance with the Brussels I Regulation (Recast) (Regulation (EU) No 1215/2012).
• Alternative Dispute Resolution: EU/EEA consumers have access to the European Commission’s Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr for resolving disputes arising from online purchases. The Company will cooperate with approved ADR entities in good faith.
• Currency and Taxation: Subscription fees are displayed in Euros (EUR) or the local currency of the user’s country, where available. All applicable taxes, including Value Added Tax (VAT), are calculated and collected in accordance with EU VAT rules and the tax law of the user’s country, as detailed in Section 17.7.
• Language: These Terms are provided in English. Translations into other EU languages may be made available for convenience. In the event of any discrepancy between the English version and a translated version, the English version shall prevail, except where EU law requires that the translated version in the consumer’s language shall prevail.
• Rome I Regulation: For EU/EEA consumers, the choice of English law as the governing law shall not deprive consumers of the protection afforded by the mandatory provisions of the law of the country where the consumer has their habitual residence, in accordance with Article 6 of the Rome I Regulation (Regulation (EC) No 593/2008). Where all elements of the contract are located in a country other than the country whose law has been chosen, the choice of law shall not prejudice the application of mandatory provisions of that other country.

TIER 3: Egypt-Based Users

For users who are habitually resident in or access the Platform from the Arab Republic of Egypt:

• Governing Law with Egyptian Compliance: These Terms are governed by English law, subject to compliance with mandatory provisions of Egyptian law that cannot be excluded by agreement, including:
• Egyptian Consumer Protection Law (Law No. 181 of 2018)
• Egyptian Data Protection Law (Law No. 151 of 2020)
• Egyptian E-Commerce Law (Law No. 15 of 2004)
• Egyptian Telecommunications Regulation Law (Law No. 10 of 2003)
• Egyptian Central Bank regulations governing electronic payments
• Consumer Protection Rights: Egyptian users who are consumers benefit from the protections afforded by Egyptian consumer protection legislation, including rights relating to:
• Clear and transparent pricing in Egyptian Pounds (EGP)
• Right to accurate information about products and services
• Right to withdraw from distance contracts (where applicable under Egyptian law)
• Protection against unfair, deceptive, or misleading commercial practices
• Right to file complaints with the Egyptian Consumer Protection Agency
• Right to compensation for defective services or breach of contract
• Data Protection Compliance: The processing of personal data of Egyptian users complies with Egyptian data protection requirements under Law No. 151 of 2020, including:
• Lawful basis for data collection and processing
• Data subject rights (access, correction, deletion, objection)
• Data security and confidentiality measures
• Cross-border data transfer safeguards (where applicable)
• Notification requirements for data breaches
• Registration with the Egyptian Data Protection Centre (where required)
• Local Currency and Taxation: Subscription fees are displayed in Egyptian Pounds (EGP) for Egyptian users. All applicable Egyptian taxes, including Value Added Tax (VAT) at the prevailing rate (currently 14%), are calculated and collected in accordance with Egyptian tax law, as detailed in Section 17.7.
• Language: While these Terms are provided in English, Arabic translations are made available for Egyptian users. In the event of any discrepancy between the English and Arabic versions, the English version shall prevail for purposes of interpretation and dispute resolution, except where Egyptian law requires that the Arabic version shall prevail for consumer protection purposes.
• Dispute Resolution: Egyptian users may pursue dispute resolution through:
• Arbitration in accordance with Section 17.2 (subject to opt-out rights for consumers);
• Egyptian courts, including the competent courts of Cairo or the user’s governorate of residence, where Egyptian law grants consumers the right to access local courts;
• The Egyptian Consumer Protection Agency for consumer complaints; or
• Other dispute resolution mechanisms provided under Egyptian law.
• Local Operations: MedSphere Academy maintains operational presence in Egypt and complies with Egyptian regulations governing online educational services, electronic commerce, and digital content provision.
• Cultural and Linguistic Considerations: The Company respects Egyptian cultural values and provides content and services in a manner appropriate for Egyptian users, including Arabic language support where feasible.

TIER 4: Saudi Arabia Users

For users who are habitually resident in or access the Platform from the Kingdom of Saudi Arabia:

• Governing Law with Saudi Compliance: These Terms are governed by English law, subject to compliance with mandatory provisions of Saudi Arabian law that cannot be excluded by agreement, including:
• Saudi Consumer Protection Law (Royal Decree No. M/126 dated 13/11/1439H)
• Saudi E-Commerce Law (Royal Decree No. M/126 dated 7/11/1440H)
• Saudi Personal Data Protection Law (PDPL) (Royal Decree No. M/19 dated 9/2/1443H)
• Saudi Anti-Cyber Crime Law (Royal Decree No. M/17 dated 8/3/1428H)
• Regulations issued by the Saudi Communications and Information Technology Commission (CITC)
• Saudi Arabian Monetary Authority (SAMA) regulations governing electronic payments
• Consumer Protection Rights: Saudi users who are consumers benefit from the protections afforded by Saudi consumer protection legislation, including:
• Right to clear information about services and pricing in Saudi Riyals (SAR)
• Right to quality services that meet advertised standards and specifications
• Right to fair and balanced contract terms
• Right to file complaints with the Saudi Ministry of Commerce and Investment
• Protection against deceptive, misleading, or fraudulent practices
• Right to compensation for defective services or breach of contract
• Right to cancel contracts in accordance with Saudi consumer protection regulations
• Data Protection Compliance: The processing of personal data of Saudi users complies with Saudi data protection requirements under the Personal Data Protection Law (PDPL), including:
• Consent requirements for data collection and processing
• Data localization requirements (where applicable and as implemented by SDAIA)
• Data subject rights under Saudi law (access, correction, deletion, objection, restriction)
• Security measures for personal data protection
• Cross-border data transfer compliance (where applicable)
• Breach notification obligations to SDAIA and affected individuals
• Registration and compliance with SDAIA (Saudi Data and Artificial Intelligence Authority) requirements

The Company makes commercially reasonable efforts to comply with evolving Saudi data protection requirements and will adapt its practices as PDPL implementation progresses and regulations are clarified.

• Local Currency and Taxation: Subscription fees are displayed in Saudi Riyals (SAR) for Saudi users. All applicable Saudi taxes, including Value Added Tax (VAT) at the prevailing rate (currently 15%), are calculated and collected in accordance with Saudi tax law and ZATCA (Zakat, Tax and Customs Authority) regulations, as detailed in Section 17.7.
• Language and Cultural Considerations: While these Terms are provided in English, Arabic translations are made available for Saudi users. The Company respects Saudi cultural values, Islamic principles, and social norms in its operations and content delivery. In the event of any discrepancy between the English and Arabic versions, the English version shall prevail for purposes of interpretation and dispute resolution, except where Saudi law requires that the Arabic version shall prevail for consumer protection purposes.
• Sharia Compliance Considerations: While the Company does not claim that its services are Sharia-compliant or certified as such by any Islamic authority, we respect Islamic principles and do not knowingly include content that contradicts Islamic values or Saudi cultural norms. Users should exercise their own judgment regarding religious compliance and may consult with appropriate religious authorities if they have concerns about the compatibility of Course content with Islamic principles.
• Dispute Resolution: Saudi users may pursue dispute resolution through:
• Arbitration in accordance with Section 17.2 (subject to opt-out rights for consumers);
• Saudi courts, including the competent courts of Riyadh or other competent courts in the Kingdom, where Saudi law grants consumers the right to access local courts;
• The Saudi Ministry of Commerce and Investment’s consumer protection mechanisms;
• The National Commercial Arbitration Centre (NCAC) or other Saudi arbitration institutions, by mutual agreement; or
• Other dispute resolution mechanisms provided under Saudi law.
• Local Operations: MedSphere Academy maintains operational presence in Saudi Arabia and complies with Saudi regulations governing online educational services, electronic commerce, and digital content provision, including CITC licensing requirements (where applicable).
• Professional Licensing: Saudi healthcare professionals are reminded that completion of Courses does not satisfy Saudi professional licensing or continuing education requirements unless explicitly approved by the Saudi Commission for Health Specialties (SCFHS) or other relevant Saudi regulatory authorities. Users are solely responsible for ensuring compliance with Saudi professional practice standards.

TIER 5: Other International Users

For users located in jurisdictions other than those specified in Tiers 1-4:

• Default Governing Law: These Terms are governed by English law as the default governing law, subject to any mandatory provisions of the user’s local law that cannot be excluded by agreement.
• Local Consumer Protection: Users benefit from any mandatory consumer protection laws in their jurisdiction that provide greater protection than these Terms, to the extent such laws apply to international online services and cannot be excluded by contractual choice of law.
• Data Protection: The processing of personal data complies with applicable data protection laws in the user’s jurisdiction, as detailed in our Privacy Policy, including compliance with international data transfer requirements. Where the user’s jurisdiction has comprehensive data protection laws, the Company will implement appropriate safeguards and comply with applicable requirements.
• Local Compliance: The Company makes commercially reasonable efforts to comply with applicable laws in jurisdictions where it has a significant user base, but cannot guarantee compliance with the laws of every jurisdiction worldwide. Users are responsible for determining whether their use of the Platform complies with applicable local laws.
• Currency and Pricing: Subscription fees are displayed in US Dollars (USD) as the default currency for international users, unless a specific local currency option is available. Currency conversion rates are determined by the Company’s payment processors and may include conversion fees.
• Language: These Terms are provided in English. Translations into other languages may be made available for convenience, but the English version shall prevail in the event of any discrepancy.
• Dispute Resolution: International users have access to the dispute resolution mechanisms set forth in Sections 17.2 and 17.3, subject to any mandatory local laws that grant additional rights to bring proceedings in local courts.
• Future Tier Assignment: As MedSphere Academy expands operations into additional jurisdictions, users in those jurisdictions may be assigned to new tiers with jurisdiction-specific compliance measures. The Company will notify users of any such changes in accordance with Section 14 (Changes to Terms).

17.4.6 Hierarchy of Legal Obligations

In the event of any conflict or inconsistency between English law (as the governing law) and mandatory local laws applicable to users in specific jurisdictions, the following hierarchy shall apply:

• Mandatory Local Laws Prevail: Mandatory provisions of local law that cannot be excluded by contractual choice of law shall apply and prevail over inconsistent provisions of English law or these Terms. This includes mandatory consumer protection laws, data protection laws, and public policy provisions.
• Consumer Protection Priority: Where a user qualifies as a “consumer” under applicable local law, mandatory consumer protection provisions of that local law shall apply and shall not be diminished by the choice of English law as the governing law. The law that provides the most favorable protection to the consumer shall apply to the specific issue in question.
• Data Protection Supremacy: Mandatory data protection and privacy laws applicable in the user’s jurisdiction shall apply to the processing of that user’s personal data, notwithstanding the choice of English law. Where multiple data protection regimes apply, the regime providing the highest level of protection to the data subject shall govern.
• Public Policy Exceptions: Provisions of local law that reflect fundamental public policy considerations (ordre public) shall apply and may override inconsistent provisions of English law or these Terms. This includes laws relating to public health, safety, morals, and fundamental rights.
• Professional Regulation: Professional licensing, practice standards, and regulatory requirements applicable to healthcare professionals in their jurisdiction shall apply notwithstanding the choice of English law, and users are solely responsible for compliance with such requirements.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable local law, such provision shall be severed or modified to the minimum extent necessary to comply with local law, while the remaining provisions shall remain in full force and effect, as detailed in Section 17.16.

17.4.7 Scalability and Future Jurisdictions

• Expansion Framework: As MedSphere Academy expands into new jurisdictions beyond the Core Operational Jurisdictions (UK, Egypt, Saudi Arabia), the Company will:
• Conduct comprehensive legal and regulatory assessments;
• Implement jurisdiction-specific compliance measures equivalent to or greater than those in Tiers 1-4;
• Add new tiers or sub-tiers to this framework as appropriate;
• Update these Terms to reflect jurisdiction-specific requirements;
• Notify affected users of material changes in accordance with Section 14.
• Equivalent Protection Commitment: Users in new jurisdictions will receive consumer protections, data protection measures, and dispute resolution rights equivalent to those provided to users in Core Operational Jurisdictions, adjusted as necessary to comply with local mandatory laws.
• Appendix for Jurisdiction-Specific Requirements: The Company may publish an Appendix to these Terms containing detailed jurisdiction-specific requirements for new jurisdictions. Such Appendix shall be incorporated by reference into these Terms and shall have the same force and effect as provisions contained in this Section 17.4.
• Regulatory Updates: The Company will monitor legal and regulatory developments in all jurisdictions where it operates and will update its compliance measures and these Terms as necessary to maintain compliance with applicable laws.
• User Notification: Users will be notified of material changes to the multi-jurisdictional framework that affect their rights or obligations, with reasonable advance notice and an opportunity to review the changes before they take effect.

17.5 Consumer Protection Framework

17.5.1 Definition of Consumer

For purposes of these Terms, a “consumer” is an individual who uses the Platform, accesses Courses, or purchases Subscriptions for purposes that are wholly or mainly outside that individual’s trade, business, craft, or profession. This definition applies unless a different definition is required by mandatory consumer protection law in the user’s jurisdiction, in which case the definition under applicable local law shall apply.

17.5.2 Consumer vs. Professional Users

• Consumer Users: Individuals who use the Platform for personal education, professional development, or continuing education in their capacity as individual healthcare professionals or students are generally considered consumers for purposes of consumer protection law, even if they use the Platform in connection with their profession.
• Professional/Business Users: Entities such as hospitals, clinics, educational institutions, or corporations that purchase Subscriptions for use by their employees, students, or members are generally considered professional or business users rather than consumers.
• Determination: The determination of whether a user is a consumer or professional user shall be made based on the facts and circumstances of each case and in accordance with applicable consumer protection law. Users who are uncertain about their status may contact the Company for clarification.

17.5.3 Mandatory Consumer Protection Rights

Consumer users benefit from mandatory consumer protection rights under applicable law that cannot be excluded or limited by these Terms, including but not limited to:

• Right to Information: Consumers have the right to receive clear, accurate, and complete information about the Services, Courses, Subscriptions, pricing, payment terms, and the Company’s identity and contact details before entering into a contract.
• Right to Cancellation/Withdrawal: Consumers may have the right to cancel or withdraw from distance contracts within a specified period (e.g., 14 days under EU law, 7 days under UK law for certain contracts) without giving any reason and without penalty, subject to exceptions for digital content that has been supplied.
• Right to Refunds: Consumers are entitled to refunds in accordance with applicable consumer protection law and the Company’s refund policies set forth in Section 6, with the more favorable provision applying.
• Protection Against Unfair Terms: Contract terms that are unfair, unreasonable, or unconscionable under applicable consumer protection law are not binding on consumers, even if the consumer has agreed to them.
• Right to Quality Services: Consumers have the right to receive Services and digital content that conform to the contract, are of satisfactory quality, fit for purpose, and as described.
• Right to Remedies: Consumers have the right to remedies for breach of contract, including repair, replacement, price reduction, or termination, in accordance with applicable consumer protection law.
• Right to Dispute Resolution: Consumers have the right to access courts, alternative dispute resolution mechanisms, and consumer protection authorities in their jurisdiction, as detailed in Sections 17.2 and 17.3.
• Protection of Personal Data: Consumers have enhanced rights regarding the processing of their personal data under applicable data protection laws, as detailed in our Privacy Policy.

17.5.4 Non-Waivable Consumer Rights

The following consumer rights are non-waivable and cannot be excluded, limited, or waived by agreement:

• Mandatory consumer protection rights under the law of the consumer’s habitual residence;
• Rights to bring proceedings in the courts of the consumer’s habitual residence;
• Rights to access alternative dispute resolution mechanisms;
• Data protection rights under applicable data protection law;
• Rights relating to unfair contract terms;
• Rights to compensation for death or personal injury caused by negligence; and
• Any other rights that are designated as non-waivable under applicable mandatory law.

Any provision of these Terms that purports to exclude, limit, or waive such rights shall be void and unenforceable to the extent of such exclusion, limitation, or waiver.

17.5.5 Enhanced Protections for Vulnerable Consumers

The Company recognizes that certain consumers may be in vulnerable circumstances and commits to:

• Providing clear and accessible information in plain language;
• Offering flexible payment arrangements where appropriate;
• Responding promptly and sympathetically to complaints from vulnerable consumers;
• Making reasonable accommodations for consumers with disabilities; and
• Complying with any enhanced protections for vulnerable consumers under applicable law.

17.5.6 Consumer Complaint Mechanisms

Consumer users have access to the following complaint mechanisms:

• Internal Complaints: Consumers may submit complaints to the Company’s customer support team at \support@medsphere-academy.com, and the Company will respond within a reasonable time in accordance with Section 13.
• Consumer Protection Authorities: Consumers may file complaints with consumer protection authorities in their jurisdiction, including:
• UK: Citizens Advice Consumer Service, Trading Standards
• EU/EEA: National consumer protection authorities, European Consumer Centres
• Egypt: Egyptian Consumer Protection Agency
• Saudi Arabia: Saudi Ministry of Commerce and Investment, Consumer Protection Department
• Alternative Dispute Resolution: Consumers may access alternative dispute resolution mechanisms as detailed in Section 17.2 and Section 17.3.
• Courts: Consumers may bring proceedings in court in accordance with Section 17.3.

17.5.7 Transparency and Fair Dealing

The Company commits to:

• Providing clear, accurate, and complete information about Services, Courses, and pricing;
• Using plain language in communications with consumers;
• Avoiding unfair, deceptive, or misleading practices;
• Honoring commitments made to consumers;
• Responding promptly to consumer inquiries and complaints;
• Treating consumers fairly and in good faith; and
• Complying with all applicable consumer protection laws and regulations.

17.6 Professional User Framework

17.6.1 Definition of Professional User

For purposes of these Terms, a “professional user” or “business user” is:

• An entity (such as a hospital, clinic, educational institution, corporation, or other organization) that purchases Subscriptions or accesses the Platform for use by its employees, students, members, or other affiliated individuals; or
• An individual who uses the Platform wholly or mainly for purposes of their trade, business, craft, or profession, where such use does not qualify the individual as a consumer under applicable law.

17.6.2 Distinction from Consumer Users

Professional users are distinguished from consumer users in the following respects:

• Consumer Protection Laws: Professional users generally do not benefit from mandatory consumer protection laws that apply to consumers, except where such laws apply to small businesses or where the professional user qualifies as a consumer under applicable law.
• Contractual Terms: Professional users are generally bound by the contractual terms agreed upon with the Company, including limitation of liability provisions, dispute resolution provisions, and other terms that might be unenforceable against consumers.
• Negotiated Terms: Professional users with significant volume or specialized requirements may negotiate customized terms with the Company through separate written agreements.
• Institutional Subscriptions: Professional users may purchase institutional or enterprise subscriptions with different pricing, features, and terms than individual consumer subscriptions.

17.6.3 Healthcare Professionals as Consumers

Notwithstanding Section 17.6.1, individual healthcare professionals (such as physicians, nurses, pharmacists, or other medical professionals) who purchase individual Subscriptions for their own professional development or continuing education are generally considered consumers for purposes of consumer protection law, even though they use the Platform in connection with their profession. Such individuals benefit from the consumer protections set forth in Section 17.5.

17.6.4 Professional User Obligations

Professional users acknowledge and agree that:

• They are responsible for ensuring that their use of the Platform complies with all applicable laws, regulations, and professional standards in their jurisdiction;
• They are responsible for managing access to the Platform by their employees, students, members, or other affiliated individuals;
• They are responsible for ensuring that affiliated individuals comply with these Terms;
• They are liable for any breach of these Terms by affiliated individuals using the Platform under their account;
• They have the authority to enter into these Terms on behalf of their organization; and
• They will indemnify the Company for any claims arising from their use of the Platform or breach of these Terms, subject to the limitations set forth in Section 12.

17.6.5 Institutional Subscriptions

• Separate Agreements: Professional users purchasing institutional or enterprise subscriptions may enter into separate written agreements with the Company that supplement or modify these Terms. In the event of any conflict between these Terms and a separate written agreement, the separate written agreement shall prevail.
• Volume Pricing: Professional users may be eligible for volume pricing or discounts based on the number of users, duration of subscription, or other factors.
• Customized Features: Institutional subscriptions may include customized features, reporting, integration with learning management systems, or other specialized functionality.
• Dedicated Support: Professional users with institutional subscriptions may receive dedicated account management and technical support.

17.6.6 Professional Licensing and Accreditation

Professional users acknowledge that:

• The Company does not provide professional licensing, certification, or credentials that qualify individuals for medical practice or healthcare professions;
• Completion of Courses may not satisfy professional licensing, certification, or continuing education requirements unless explicitly approved by relevant licensing or accrediting authorities;
• Professional users are solely responsible for ensuring that Course content and Certificates meet the requirements of applicable licensing or accrediting authorities in their jurisdiction;
• The Company makes no representations or warranties regarding the acceptability of Courses or Certificates for professional licensing or continuing education purposes; and
• Professional users should independently verify the applicability and acceptability of Course content for their specific professional requirements.

17.7 Regulatory Compliance (Current as of \01 September 2026)

17.7.1 Purpose and Scope

This Section 17.7 sets forth the Company’s compliance with applicable laws and regulations in jurisdictions where it operates as of the date specified above. The Company monitors legal and regulatory developments and updates its compliance measures as necessary. Users should refer to the date specified above to determine the currency of the regulatory information provided.

17.7.2 UK Regulatory Compliance

As a UK-incorporated company, MedSphere Academy complies with the following UK regulations:

• Data Protection: UK Data Protection Act 2018 and UK General Data Protection Regulation (UK GDPR), as detailed in our Privacy Policy. The Company is registered with the UK Information Commissioner’s Office (ICO) as a data controller.
• Consumer Protection:
• Consumer Rights Act 2015 (rights relating to digital content and services)
• Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (distance selling and cancellation rights)
• Consumer Protection from Unfair Trading Regulations 2008 (prohibition of unfair commercial practices)
• Unfair Terms in Consumer Contracts Regulations (as incorporated into the Consumer Rights Act 2015)
• Electronic Commerce: Electronic Commerce (EC Directive) Regulations 2002, governing the provision of information society services, including requirements for information to be provided to users and procedures for concluding contracts electronically.
• Distance Selling: Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, governing distance contracts and off-premises contracts, including pre-contractual information requirements and cancellation rights.
• Payment Services: Payment Services Regulations 2017, governing payment processing, electronic money, and payment security. The Company uses authorized payment service providers for all payment processing.
• Tax Compliance:
• Value Added Tax Act 1994 and related regulations, governing VAT on digital services
• Finance Act 2021 and subsequent legislation governing digital services tax
• Income Tax and Corporation Tax Acts governing business taxation
• Companies Act: Companies Act 2006, governing corporate governance, reporting, disclosure requirements, and directors’ duties. The Company maintains statutory registers and files annual accounts and confirmation statements with Companies House.
• Equality and Accessibility:
• Equality Act 2010 (prohibition of discrimination and promotion of equality)
• Public Sector Bodies (Websites and Mobile Applications) (No. 2) Accessibility Regulations 2018 (where applicable)
• The Company strives to make the Platform accessible in accordance with WCAG 2.1 Level AA standards
• Advertising and Marketing:
• Consumer Protection from Unfair Trading Regulations 2008
• Business Protection from Misleading Marketing Regulations 2008
• Privacy and Electronic Communications (EC Directive) Regulations 2003 (governing electronic marketing)
• Intellectual Property:
• Copyright, Designs and Patents Act 1988
• Trade Marks Act 1994
• The Company respects intellectual property rights and complies with applicable IP laws

17.7.3 EU/EEA Regulatory Compliance

For users in the European Union and European Economic Area, the Company complies with:

• GDPR: General Data Protection Regulation (Regulation (EU) 2016/679), governing the processing of personal data. The Company implements appropriate technical and organizational measures to ensure GDPR compliance and has appointed a Data Protection Officer where required.
• Consumer Rights Directive: Directive 2011/83/EU on consumer rights, governing consumer contracts, distance selling, information requirements, and cancellation rights.
• E-Commerce Directive: Directive 2000/31/EC on electronic commerce, governing information society services, including requirements for information provision, commercial communications, and electronic contracts.
• Digital Content Directive: Directive (EU) 2019/770 on contracts for the supply of digital content and digital services, governing conformity requirements, remedies for non-conformity, and modification of digital content.
• Unfair Contract Terms Directive: Directive 93/13/EEC on unfair terms in consumer contracts, prohibiting unfair terms in contracts with consumers.
• VAT Directive: Council Directive 2006/112/EC on the common system of value added tax, governing VAT on digital services supplied to EU consumers. The Company is registered for VAT in the UK and complies with EU VAT rules for cross-border supplies.
• Consumer ADR and ODR:
• Directive 2013/11/EU on alternative dispute resolution for consumer disputes
• Regulation (EU) No 524/2013 on online dispute resolution for consumer disputes
• The Company cooperates with approved ADR entities and provides access to the EU ODR platform
• Geo-blocking Regulation: Regulation (EU) 2018/302 on addressing unjustified geo-blocking and other forms of discrimination. The Company does not engage in unjustified geo-blocking of EU customers.
• Platform-to-Business Regulation: Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services (where applicable).

17.7.4 Egyptian Regulatory Compliance

For users in Egypt, the Company complies with:

• Consumer Protection Law: Law No. 181 of 2018 on Consumer Protection, governing consumer rights, business obligations, prohibited practices, and consumer complaint mechanisms. The Company provides required consumer information and respects consumer rights under Egyptian law.
• Data Protection Law: Law No. 151 of 2020 on Personal Data Protection, governing the collection, processing, storage, and transfer of personal data. The Company implements measures to comply with Egyptian data protection requirements and cooperates with the Egyptian Data Protection Centre.
• E-Commerce Law: Law No. 15 of 2004 on Electronic Signature and the Establishment of the Information Technology Industry Development Authority (ITIDA), governing electronic transactions, electronic signatures, and e-commerce activities.
• Telecommunications Law: Telecommunications Regulation Law No. 10 of 2003 and related regulations issued by the National Telecommunications Regulatory Authority (NTRA), governing telecommunications services and internet-based services.
• Tax Law:
• Income Tax Law No. 91 of 2005, governing corporate income tax
• Value Added Tax Law No. 67 of 2016, governing VAT on goods and services, including digital services
• The Company registers with the Egyptian Tax Authority and collects and remits applicable taxes
• Central Bank Regulations: Regulations issued by the Central Bank of Egypt governing electronic payment services, online transactions, and payment security. The Company uses authorized payment service providers that comply with Central Bank regulations.
• Investment Law: Investment Law No. 72 of 2017 and related regulations (where applicable to the Company’s operations in Egypt).
• Labor Law: Labor Law No. 12 of 2003 (where applicable to the Company’s employees in Egypt).
• Intellectual Property:
• Intellectual Property Rights Protection Law No. 82 of 2002
• Copyright Law and related regulations
• The Company respects intellectual property rights under Egyptian law

17.7.5 Saudi Arabian Regulatory Compliance

For users in Saudi Arabia, the Company complies with:

• Consumer Protection Law: Royal Decree No. M/126 dated 13/11/1439H on Consumer Protection, governing consumer rights, business obligations, prohibited practices, and consumer complaint mechanisms. The Company provides required consumer information and respects consumer rights under Saudi law.
• E-Commerce Law: Royal Decree No. M/126 dated 7/11/1440H on E-Commerce, governing electronic transactions, e-commerce activities, consumer protection in e-commerce, and obligations of e-commerce providers.
• Personal Data Protection Law (PDPL): Royal Decree No. M/19 dated 9/2/1443H on Personal Data Protection, governing the collection, processing, storage, and transfer of personal data. The Company makes commercially reasonable efforts to comply with PDPL requirements as they are implemented and clarified by the Saudi Data and Artificial Intelligence Authority (SDAIA).
• Anti-Cyber Crime Law: Royal Decree No. M/17 dated 8/3/1428H on Anti-Cyber Crime, governing cybercrimes, unauthorized access, and online security. The Company implements security measures to protect the Platform and user data.
• CITC Regulations: Regulations issued by the Communications and Information Technology Commission (CITC) governing online services, digital content, telecommunications, and internet services. The Company complies with applicable CITC regulations and obtains required licenses where necessary.
• Tax Regulations:
• Value Added Tax Law (Royal Decree No. M/113 dated 2/11/1438H) and implementing regulations, governing VAT on goods and services, including digital services
• Income Tax Law (Royal Decree No. M/1 dated 15/1/1425H), governing corporate income tax
• The Company registers with the Zakat, Tax and Customs Authority (ZATCA) and collects and remits applicable taxes
• SAMA Regulations: Saudi Arabian Monetary Authority (SAMA) regulations governing electronic payment services, payment security, and financial technology. The Company uses authorized payment service providers that comply with SAMA regulations.
• Investment Regulations: Foreign Investment Law (Royal Decree No. M/1 dated 5/1/1421H) and related regulations issued by the Ministry of Investment (where applicable to the Company’s operations in Saudi Arabia).
• Labor Law: Labor Law (Royal Decree No. M/51 dated 23/8/1426H) (where applicable to the Company’s employees in Saudi Arabia).
• Intellectual Property:
• Copyright Law (Royal Decree No. M/41 dated 2/7/1424H)
• Trademark Law (Royal Decree No. M/21 dated 28/5/1423H)
• Patent Law (Royal Decree No. M/38 dated 10/6/1425H)
• The Company respects intellectual property rights under Saudi law
• Saudi Commission for Health Specialties (SCFHS): Where Courses are intended for continuing professional development of healthcare professionals in Saudi Arabia, the Company may seek accreditation or approval from SCFHS, but does not guarantee that Courses meet SCFHS requirements unless explicitly stated.

17.7.6 Healthcare-Related Regulatory Compliance

While MedSphere Academy provides educational services and not medical services, the Company acknowledges and respects healthcare-related regulations, including:

• Professional Practice Standards: The Company does not provide medical advice, clinical services, diagnosis, treatment, or patient care. The Platform provides educational content only and does not replace professional healthcare education, training, or clinical judgment.
• Continuing Education: Where Courses are approved for continuing education credits by accreditation bodies (such as the Accreditation Council for Continuing Medical Education (ACCME), Royal Colleges, or other professional bodies), the Company complies with the requirements of such accreditation bodies. However, users are solely responsible for verifying that Courses meet their specific continuing education requirements.
• Medical Device Regulations: The Platform and Courses are not medical devices and are not subject to medical device regulations such as the UK Medical Devices Regulations 2002, EU Medical Device Regulation (2017/745), or equivalent regulations in other jurisdictions.
• Health Information Privacy:
• The Company does not collect, process, or store protected health information (PHI) or patient data, except as may be included in anonymized case studies or educational examples used in Course content
• Where the Company processes health data of users (such as information about professional qualifications), such processing is conducted in accordance with applicable data protection laws
• The Company is not a “covered entity” or “business associate” under the US Health Insurance Portability and Accountability Act (HIPAA) and does not handle PHI subject to HIPAA
• Professional Licensing: The Company does not provide professional licensing, certification, or credentials that qualify users for medical practice or healthcare professions. Certificates of completion issued by the Company are evidence of educational achievement only and do not constitute professional licenses or qualifications.
• Clinical Guidelines: Course content may reference clinical guidelines, best practices, or standards of care, but such content is for educational purposes only. Users are solely responsible for ensuring that their clinical practice complies with applicable guidelines and standards in their jurisdiction.
• Pharmaceutical and Medical Product Regulations: Course content may discuss pharmaceutical products, medical devices, or treatments. Such content is for educational purposes only and does not constitute promotion, endorsement, or recommendation of any specific product. Users should refer to approved product information and prescribing guidelines in their jurisdiction.

17.7.7 Anti-Money Laundering and Counter-Terrorism Compliance

The Company complies with applicable anti-money laundering (AML) and counter-terrorism financing (CTF) laws, including:

• UK Regulations:
• Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
• Proceeds of Crime Act 2002
• Terrorism Act 2000
• The Company implements risk-based customer due diligence measures and monitors transactions for suspicious activity
• Customer Due Diligence: The Company implements risk-based customer due diligence measures for payment processing, including identity verification where required by law or where transactions present elevated risk.
• Sanctions Compliance: The Company screens users and transactions against applicable sanctions lists, including:
• UK sanctions lists maintained by the Office of Financial Sanctions Implementation (OFSI)
• UN Security Council sanctions lists
• EU sanctions lists (where applicable)
• US Office of Foreign Assets Control (OFAC) sanctions lists (where applicable)
• The Company prohibits transactions with sanctioned individuals, entities, or jurisdictions
• Suspicious Activity Reporting: The Company reports suspicious transactions or activities to relevant authorities as required by law, including the UK National Crime Agency (NCA) and equivalent authorities in other jurisdictions.
• Record Keeping: The Company maintains records of transactions and customer due diligence measures in accordance with applicable AML/CTF laws.

17.7.8 Export Control and Sanctions Compliance

The Company complies with applicable export control laws and economic sanctions, including:

• UK Export Controls:
• Export Control Act 2002
• Export Control Order 2008
• The Company ensures that the Platform and Course content do not contain controlled technology or information subject to export restrictions
• UK Sanctions:
• Sanctions and Anti-Money Laundering

Act 2018

• The Sanctions (EU Exit) Regulations 2019
• Financial sanctions regulations issued by HM Treasury
• The Company prohibits provision of services to individuals, entities, or jurisdictions subject to UK financial sanctions
• The Company conducts sanctions screening of users and transactions in accordance with OFSI guidance
• Egyptian Export Controls and Sanctions:
• Egyptian export control laws and regulations administered by the Ministry of Trade and Industry
• Egyptian customs regulations governing cross-border provision of digital services
• UN Security Council sanctions as implemented in Egyptian law
• The Company complies with Egyptian restrictions on provision of services to sanctioned jurisdictions
• The Company ensures Course content complies with Egyptian export control requirements
• Saudi Arabian Export Controls and Sanctions:
• Saudi export control laws and regulations administered by the Ministry of Commerce
• Saudi customs regulations governing digital services
• UN Security Council sanctions as implemented in Saudi law
• Gulf Cooperation Council (GCC) sanctions and restrictions
• The Company complies with Saudi restrictions on provision of services to sanctioned jurisdictions
• The Company ensures Course content complies with Saudi export control requirements
• Prohibited Jurisdictions: The Company reserves the right to restrict access to the Platform and Services from jurisdictions subject to comprehensive sanctions or where provision of services would violate applicable export control or sanctions laws.
• User Representations: By accessing the Platform and Services, users represent and warrant that they are not:
• Located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions
• Owned or controlled by, or acting on behalf of, any person or entity subject to sanctions
• Engaged in activities that would violate applicable export control or sanctions laws
• Compliance Monitoring: The Company continuously monitors changes to export control and sanctions laws and updates its compliance procedures accordingly. Users will be notified of material changes that affect their access to Services in accordance with Section 14.

17.7.9 Egyptian Anti-Money Laundering and Counter-Terrorism Financing Compliance

For operations in Egypt, the Company complies with:

• AML/CTF Legal Framework:
• Anti-Money Laundering Law No. 80 of 2002 (as amended)
• Counter-Terrorism Law No. 94 of 2015
• Central Bank of Egypt regulations on AML/CTF measures
• Egyptian Money Laundering and Terrorist Financing Combating Unit (EMLCU) regulations
• Financial Action Task Force (FATF) recommendations as implemented in Egyptian law
• Customer Due Diligence (Egypt):
• The Company implements customer identification and verification procedures in accordance with Central Bank of Egypt requirements
• Enhanced due diligence measures are applied for high-risk transactions or users
• The Company maintains records of customer identification information as required by Egyptian law
• Beneficial ownership information is collected where required by Egyptian regulations
• Transaction Monitoring (Egypt):
• The Company monitors transactions for patterns indicative of money laundering or terrorist financing
• Suspicious transactions are flagged for review in accordance with EMLCU guidance
• The Company maintains transaction records for the period required by Egyptian law (currently 5 years from the date of transaction)
• Sanctions Screening (Egypt):
• The Company screens users and transactions against:
  • UN Security Council sanctions lists
  • Egyptian national sanctions lists
  • Arab League sanctions (where applicable)
  • Other sanctions lists as required by Egyptian law
• The Company prohibits transactions with individuals or entities on applicable sanctions lists
• Suspicious Activity Reporting (Egypt):
• The Company reports suspicious transactions or activities to the Egyptian Money Laundering and Terrorist Financing Combating Unit (EMLCU)
• Reports are filed in accordance with EMLCU procedures and timelines
• The Company maintains confidentiality of suspicious activity reports as required by Egyptian law
• Training and Compliance (Egypt):
• The Company provides AML/CTF training to relevant employees in Egypt
• The Company maintains an AML/CTF compliance program appropriate to the nature and scale of its Egyptian operations
• The Company appoints a Money Laundering Reporting Officer (MLRO) where required by Egyptian law
• Record Keeping (Egypt):
• The Company maintains records of:
  • Customer identification and verification documents
  • Transaction records
  • Suspicious activity reports
  • AML/CTF training records
  • Risk assessments
• Records are maintained for the period required by Egyptian law and are made available to Egyptian authorities upon lawful request

17.7.10 Saudi Arabian Anti-Money Laundering and Counter-Terrorism Financing Compliance

For operations in Saudi Arabia, the Company complies with:

• AML/CTF Legal Framework:
• Anti-Money Laundering Law (Royal Decree No. M/20 dated 5/2/1439H)
• Law of Combating Crimes of Terrorism and its Financing (Royal Decree No. M/16 dated 24/2/1435H)
• Saudi Arabian Monetary Authority (SAMA) AML/CTF regulations
• Rules for Anti-Money Laundering and Counter-Terrorist Financing issued by SAMA
• Financial Action Task Force (FATF) recommendations as implemented in Saudi law
• Gulf Cooperation Council (GCC) AML/CTF framework
• Customer Due Diligence (Saudi Arabia):
• The Company implements customer identification and verification procedures in accordance with SAMA requirements
• Enhanced due diligence measures are applied for:
  • High-risk transactions or users
  • Politically exposed persons (PEPs)
  • Users from high-risk jurisdictions
  • Complex or unusually large transactions
• The Company maintains records of customer identification information as required by Saudi law
• Beneficial ownership information is collected where required by Saudi regulations
• Transaction Monitoring (Saudi Arabia):
• The Company monitors transactions for patterns indicative of money laundering or terrorist financing, including:
  • Unusual transaction patterns
  • Transactions inconsistent with user profile
  • Transactions involving high-risk jurisdictions
  • Structuring or layering of transactions
• Suspicious transactions are flagged for review in accordance with SAMA guidance
• The Company maintains transaction records for the period required by Saudi law (currently 10 years from the date of transaction)
• Sanctions Screening (Saudi Arabia):
• The Company screens users and transactions against:
  • UN Security Council sanctions lists
  • Saudi national sanctions lists
  • GCC sanctions lists
  • Other sanctions lists as required by Saudi law
• The Company prohibits transactions with individuals or entities on applicable sanctions lists
• Screening is conducted at onboarding and on an ongoing basis
• Suspicious Activity Reporting (Saudi Arabia):
• The Company reports suspicious transactions or activities to the Saudi Arabian Financial Intelligence Unit (SAFIU)
• Reports are filed in accordance with SAFIU procedures and timelines (generally within 3 business days of suspicion arising)
• The Company reports the following to SAFIU:
  • Suspicious transactions
  • Transactions related to terrorism or terrorist financing
  • Transactions involving sanctioned persons or entities
  • Cash transactions above prescribed thresholds (where applicable)
• The Company maintains confidentiality of suspicious activity reports as required by Saudi law
• Tipping off is prohibited in accordance with Saudi AML/CTF laws
• Training and Compliance (Saudi Arabia):
• The Company provides AML/CTF training to relevant employees in Saudi Arabia
• Training covers:
  • Saudi AML/CTF laws and regulations
  • SAMA requirements and guidance
  • Red flags and suspicious activity indicators
  • Reporting procedures
  • Sanctions compliance
• The Company maintains an AML/CTF compliance program appropriate to the nature and scale of its Saudi operations
• The Company appoints a Money Laundering Reporting Officer (MLRO) and Compliance Officer where required by Saudi law
• The Company conducts regular risk assessments of its Saudi operations
• Record Keeping (Saudi Arabia):
• The Company maintains records of:
  • Customer identification and verification documents
  • Transaction records
  • Suspicious activity reports
  • AML/CTF training records
  • Risk assessments
  • Correspondence with SAMA and SAFIU
• Records are maintained for the period required by Saudi law (currently 10 years) and are made available to Saudi authorities upon lawful request
• Records are maintained in a manner that allows for timely retrieval and analysis
• Cooperation with Authorities (Saudi Arabia):
• The Company cooperates fully with SAMA, SAFIU, and other Saudi authorities in AML/CTF matters
• The Company responds promptly to information requests from Saudi authorities
• The Company implements asset freezing measures as directed by Saudi authorities
• The Company participates in industry initiatives to combat money laundering and terrorist financing in Saudi Arabia

17.7.11 Accessibility Standards and Compliance

The Company is committed to ensuring that the Platform and Services are accessible to users with disabilities in accordance with applicable accessibility laws and standards:

• UK Accessibility Requirements:
• Equality Act 2010 (prohibition of discrimination on grounds of disability)
• Public Sector Bodies (Websites and Mobile Applications) (No. 2) Accessibility Regulations 2018 (where applicable to public sector users)
• Web Content Accessibility Guidelines (WCAG) 2.1 Level AA
• The Company designs and maintains the Platform to meet WCAG 2.1 Level AA standards, including:
  • Perceivable: Information and user interface components are presentable to users in ways they can perceive
  • Operable: User interface components and navigation are operable
  • Understandable: Information and operation of user interface are understandable
  • Robust: Content is robust enough to be interpreted reliably by a wide variety of user agents, including assistive technologies
• Accessibility Features:

The Platform includes the following accessibility features:

• Alternative text for images and non-text content
• Keyboard navigation support
• Screen reader compatibility
• Sufficient color contrast ratios
• Resizable text without loss of functionality
• Captions and transcripts for video and audio content (where technically feasible)
• Clear and consistent navigation
• Error identification and suggestions for correction
• Accessible forms with clear labels and instructions
• EU/EEA Accessibility Requirements:
• European Accessibility Act (Directive (EU) 2019/882) (applicable from June 2025)
• Web Accessibility Directive (Directive (EU) 2016/2102) (where applicable)
• EN 301 549 accessibility standard
• The Company monitors developments in EU accessibility law and updates the Platform to maintain compliance
• Egyptian Accessibility Considerations:
• Egyptian Law No. 10 of 2018 on the Rights of Persons with Disabilities
• The Company makes reasonable efforts to ensure the Platform is accessible to Egyptian users with disabilities
• The Company provides accessibility support in Arabic where technically feasible
• The Company considers Egyptian cultural and linguistic factors in accessibility design
• Saudi Arabian Accessibility Considerations:
• Saudi Law of Disability Care (Royal Decree No. M/37 dated 23/9/1421H)
• Saudi Building Code accessibility requirements (where applicable to digital services)
• The Company makes reasonable efforts to ensure the Platform is accessible to Saudi users with disabilities
• The Company provides accessibility support in Arabic where technically feasible
• The Company considers Saudi cultural and linguistic factors in accessibility design
• Ongoing Accessibility Commitment:
• The Company conducts regular accessibility audits of the Platform
• The Company addresses accessibility issues identified through audits or user feedback
• The Company provides accessibility training to developers and content creators
• The Company maintains an accessibility statement on the Platform describing:
  • Conformance level with WCAG 2.1
  • Known accessibility limitations
  • Contact information for accessibility feedback
  • Complaint procedures for accessibility issues
• Accessibility Feedback and Complaints:

Users who encounter accessibility barriers or wish to request accessibility accommodations may contact the Company at \mbasha@medsphere-academy.com. The Company will:

• Acknowledge accessibility feedback within 2 business days
• Investigate accessibility issues promptly
• Provide reasonable accommodations where technically feasible
• Respond to accessibility complaints in accordance with applicable law
• Third-Party Content:

The Company makes reasonable efforts to ensure that third-party content integrated into the Platform (including Course content created by instructors) meets accessibility standards. However, the Company cannot guarantee the accessibility of all third-party content and encourages users to report accessibility issues with specific content.

17.7.12 Regulatory Compliance Updates

• Dynamic Regulatory Environment: The regulatory frameworks described in this Section 17.7 are current as of \01 September 2026 and are subject to change. The Company monitors regulatory developments in all jurisdictions where it operates and updates its compliance procedures accordingly.
• Notification of Material Changes: Where regulatory changes materially affect users’ rights or obligations under these Terms, the Company will notify users in accordance with Section 14 (Changes to Terms).
• Compliance Resources: The Company maintains internal compliance resources and engages external legal and regulatory advisors to ensure ongoing compliance with applicable laws and regulations.
• Regulatory Inquiries: Users with questions about the Company’s regulatory compliance may contact \mbasha@medsphere-academy.com.

17.8 Tax Treatment and Obligations

17.8.1 Purpose and Scope

This Section 17.8 sets forth the tax treatment of subscription fees and other charges, and clarifies the respective tax obligations of the Company and users. Tax laws are complex and vary by jurisdiction. Users are responsible for understanding and complying with their own tax obligations.

17.8.2 VAT/GST Treatment by Jurisdiction

• UK VAT:
• Subscription fees for UK users are subject to UK Value Added Tax (VAT) at the standard rate (currently 20%)
• VAT is calculated and charged at the point of purchase
• The Company is registered for UK VAT and remits VAT to HM Revenue & Customs (HMRC)
• UK VAT registration number: [Not Currently VAT Registered]
• VAT invoices are provided to UK users upon request
• UK business users may be able to reclaim VAT as input tax subject to HMRC rules
• EU/EEA VAT:
• For EU/EEA users, VAT treatment depends on whether the user is a consumer or business:
  • Consumers: VAT is charged at the rate applicable in the user’s country of residence in accordance with the EU VAT Directive and place of supply rules for electronically supplied services
  • Businesses: Reverse charge mechanism applies where the business provides a valid VAT registration number; the business is responsible for self-assessing and remitting VAT in their jurisdiction
• The Company is registered for VAT MOSS (Mini One Stop Shop) or equivalent mechanism for EU VAT compliance
• VAT invoices are provided to EU/EEA users upon request
• Egyptian VAT:
• Subscription fees for Egyptian users are subject to Egyptian Value Added Tax at the standard rate (currently 14%)
• VAT is calculated and charged at the point of purchase
• The Company is registered for Egyptian VAT where required and remits VAT to the Egyptian Tax Authority
• Egyptian VAT registration number (if applicable): [Not Currently VAT Registered]
• VAT invoices are provided to Egyptian users in accordance with Egyptian Tax Authority requirements
• Invoices are provided in Arabic where required by Egyptian law
• Saudi Arabian VAT:
• Subscription fees for Saudi users are subject to Saudi Value Added Tax at the standard rate (currently 15%)
• VAT is calculated and charged at the point of purchase
• The Company is registered for Saudi VAT where required and remits VAT to the Zakat, Tax and Customs Authority (ZATCA)
• Saudi VAT registration number (if applicable): [Not Currently VAT Registered]
• VAT invoices are provided to Saudi users in accordance with ZATCA requirements
• Invoices comply with e-invoicing requirements under ZATCA regulations
• Invoices are provided in Arabic where required by Saudi law
• Other Jurisdictions:
• For users in other jurisdictions, applicable sales tax, goods and services tax (GST), or similar consumption taxes may be charged in accordance with local law
• The Company registers for tax in jurisdictions where required by law
• Tax rates and treatment are determined based on the user’s location and applicable tax laws

17.8.3 Withholding Tax

• General Principle: Subscription fees are generally not subject to withholding tax. However, in some jurisdictions, users (particularly business users) may be required to withhold tax on payments for digital services.
• User Responsibility: Users are responsible for determining whether withholding tax applies to their payments and for withholding and remitting any required tax to the appropriate tax authority.
• Withholding Tax Certificates: Where a user is required to withhold tax, the user must:
• Notify the Company in advance of the withholding
• Provide the Company with a withholding tax certificate or other documentation evidencing the withholding
• Remit the withheld tax to the appropriate tax authority
• Provide the Company with proof of remittance
• Gross-Up: If withholding tax is required by law, the user is responsible for paying the Company the full subscription fee plus an additional amount such that the Company receives the full subscription fee net of withholding tax, unless otherwise agreed in writing or prohibited by law.
• Tax Treaties: Where applicable, the Company may provide documentation to support reduced withholding tax rates under applicable tax treaties. Users should consult their tax advisors regarding the application of tax treaties.

17.8.4 Digital Services Tax

• UK Digital Services Tax: The UK Digital Services Tax (DST) applies to certain digital services revenues. The Company monitors its DST obligations and complies with DST requirements where applicable.
• Other Digital Services Taxes: Some jurisdictions have implemented or are considering digital services taxes or similar levies on digital services revenues. The Company monitors developments in digital services taxation and complies with applicable requirements.
• Pass-Through of Digital Services Tax: The Company reserves the right to pass through the cost of digital services taxes to users through adjustments to subscription fees, subject to providing notice in accordance with Section 14.

17.8.5 Currency Conversion and Fee Allocation

• Display Currency: Subscription fees are displayed in the currency most appropriate for the user’s location:
• UK users: British Pounds (GBP)
• EU/EEA users: Euros (EUR) or local currency
• Egyptian users: Egyptian Pounds (EGP)
• Saudi users: Saudi Riyals (SAR)
• Other users: US Dollars (USD) or other appropriate currency
• Payment Currency: Payments are processed in the display currency or in the currency supported by the user’s payment method.
• Exchange Rates: Where currency conversion is required, exchange rates are determined by the Company’s payment processor at the time of transaction. The Company is not responsible for exchange rate fluctuations or conversion fees charged by payment processors or financial institutions.
• Fee Allocation: Where a single payment includes fees for services provided in multiple jurisdictions (e.g., a subscription that includes access to content hosted in multiple countries), the Company allocates the fee among jurisdictions for tax purposes based on:
• The user’s location
• The location of content servers
• The location of service provision
• Applicable tax laws and regulations
• Transfer pricing principles where applicable

17.8.6 User Tax Obligations

• Income Tax: Users who use the Platform and Services for business purposes may be required to report subscription fees as business expenses for income tax purposes. Users are responsible for maintaining records and reporting expenses in accordance with applicable tax laws.
• Deductibility: The deductibility of subscription fees for tax purposes depends on the user’s tax status, the purpose for which the Services are used, and applicable tax laws. Users should consult their tax advisors regarding the deductibility of subscription fees.
• Professional Development: Healthcare professionals may be able to deduct subscription fees as professional development expenses subject to applicable tax laws and professional regulations. Users should consult their tax advisors and professional regulatory bodies regarding the tax treatment of professional development expenses.
• Employer Reimbursement: Where a user’s employer reimburses subscription fees, the tax treatment of the reimbursement depends on applicable employment tax laws. Users and employers should consult their tax advisors regarding the tax treatment of employer reimbursements.
• Record Keeping: Users are responsible for maintaining records of subscription fees paid for tax purposes. The Company provides invoices and payment receipts to assist users in maintaining tax records.

17.8.7 Company Tax Obligations

• Corporate Income Tax: The Company is subject to corporate income tax in the UK and in other jurisdictions where it has taxable presence. The Company complies with all applicable corporate income tax laws and files required tax returns.
• Transfer Pricing: Where the Company operates through subsidiaries or affiliates in multiple jurisdictions, the Company applies transfer pricing principles in accordance with OECD guidelines and applicable local laws to allocate income among jurisdictions.
• Permanent Establishment: The Company monitors its activities in each jurisdiction to determine whether it has a permanent establishment for tax purposes. Where a permanent establishment exists, the Company complies with applicable tax obligations.
• Tax Transparency: The Company is committed to tax transparency and complies with applicable tax reporting requirements, including country-by-country reporting where applicable.

17.8.8 Tax Disputes and Adjustments

• Tax Audits: If the Company is subject to a tax audit that results in additional tax liabilities related to user subscriptions, the Company reserves the right to seek reimbursement from affected users where permitted by law.
• Tax Refunds: If the Company receives a tax refund related to user subscriptions, the Company will determine whether to pass the refund through to users based on administrative feasibility and applicable law.
• Retroactive Tax Changes: If tax laws change retroactively, the Company will comply with the changed laws and may seek to recover additional taxes from users or provide refunds to users as required by law.

17.8.9 Tax Advice Disclaimer

The information in this Section 17.8 is provided for general informational purposes only and does not constitute tax advice. Tax laws are complex and vary by jurisdiction. Users should consult qualified tax advisors regarding their specific tax obligations and the tax treatment of subscription fees.

17.9 Arbitration Costs and Access to Justice

17.9.1 Purpose and Scope

This Section 17.9 sets forth the allocation of arbitration costs and fees, and ensures that the arbitration process does not create financial barriers to users seeking to resolve disputes.

17.9.2 Arbitration Cost Components

Arbitration costs typically include:

• Administrative Fees: Fees charged by the arbitral institution (e.g., LCIA, ICC) for administering the arbitration.
• Arbitrator Fees: Fees and expenses of the arbitrator(s).
• Legal Fees: Fees for legal representation (if parties choose to be represented by counsel).
• Expert Fees: Fees for expert witnesses (if parties choose to present expert testimony).
• Hearing Costs: Costs of hearing facilities, court reporters, and related services.
• Translation Costs: Costs of translation or interpretation services (if required).

17.9.3 Cost Allocation Framework

• General Principle: Subject to the specific provisions below, arbitration costs are allocated in accordance with the rules of the arbitral institution and the arbitral tribunal’s determination.
• Consumer Claims – Company Bears Administrative Costs: For claims brought by users who qualify as consumers under applicable law:
• Small Claims (Under Threshold): For consumer claims where the amount in dispute is less than:
  • £400 (British Pounds) for UK consumers
  • €350 (Euros) for EU/EEA consumers
• $500 (US Dollars) for consumers in other jurisdictions
  • EGP 8,000 (Egyptian Pounds) for Egyptian consumers
  • SAR 1,875 (Saudi Riyals) for Saudi consumers
• The Company will bear:
• All administrative fees charged by the arbitral institution, defined as only the institutional filing, administration, and case management fees charged by the arbitral institution (LCIA, ICC, etc.), and specifically excluding arbitrator hourly fees, time charges, or any fees for arbitrator services beyond the standard institutional rate
• The arbitrator’s fees and expenses, defined as only the institutionally-set fees for a single arbitrator or panel as established by the arbitral institution’s fee schedule, and specifically excluding any additional charges for arbitrator time beyond the institutional rate, arbitrator travel expenses beyond reasonable documented costs, or any discretionary fee enhancements
• Costs of hearing facilities (if in-person hearing is required), defined as only facility rental and court reporter/administrative support costs, and specifically excluding arbitrator time charges, arbitrator accommodation costs, or other discretionary expenses
• Cost Cap for Small Claims: Notwithstanding the cost allocation above, if the actual combined total of arbitrator fees and administrative fees charged by the arbitral institution exceeds:
  • £2,000 (British Pounds) for UK consumers
  • €1,800 (Euros) for EU/EEA consumers
  • $2,400 (US Dollars) for consumers in other jurisdictions
  • EGP 40,000 (Egyptian Pounds) for Egyptian consumers
  • SAR 9,000 (Saudi Riyals) for Saudi consumers
• Then the excess amount over the applicable cap shall be borne equally by both parties (50% Company, 50% consumer), unless the arbitral tribunal determines that the excess costs were caused by one party’s unreasonable conduct, in which case the tribunal may allocate the excess costs accordingly.
• Consumer Responsibility: The consumer is responsible only for:
  • Their own legal fees (if they choose to be represented by counsel)
  • Expert witness fees, legal research costs, document production costs, and other third-party service costs requested by the consumer, except where the arbitral tribunal awards such costs to the consumer as the prevailing party
  • 50% of any costs exceeding the cap specified above (subject to tribunal reallocation for unreasonable conduct)
  • Any costs specifically attributable to the consumer’s unreasonable conduct during the arbitration (e.g., frivolous motions, failure to comply with procedural orders, unnecessary delays)
• Clarification on Third-Party Costs: Expert witness fees, legal research costs, translation services (beyond basic document translation), forensic analysis, and other third-party service costs are always the initial responsibility of the party requesting those services. However, the arbitral tribunal retains discretion to award such costs to the prevailing party in accordance with the arbitral institution’s rules and applicable law.
• Medium Claims (Above Threshold, Below £5,000/€5,000/$6,000/EGP 100,000/SAR 22,500): For consumer claims where the amount in dispute is above the small claims threshold but below:
  • £5,000 (British Pounds) for UK consumers
  • €5,000 (Euros) for EU/EEA consumers
  • $6,000 (US Dollars) for consumers in other jurisdictions
  • EGP 100,000 (Egyptian Pounds) for Egyptian consumers
  • SAR 22,500 (Saudi Riyals) for Saudi consumers
• The Company will bear:
  • 75% of administrative fees charged by the arbitral institution
  • 75% of the arbitrator’s fees and expenses
  • 75% of costs of hearing facilities (if in-person hearing is required)
• The consumer is responsible for:
  • 25% of administrative fees, arbitrator fees, and hearing costs
  • Their own legal fees (if they choose to be represented by counsel)
• Large Claims (Above £5,000/€5,000/$6,000/EGP 100,000/SAR 22,500): For consumer claims where the amount in dispute exceeds the medium claims threshold, costs are allocated in accordance with the arbitral institution’s rules and the arbitral tribunal’s determination, subject to applicable consumer protection laws.
• Professional User Claims: For claims brought by users who do not qualify as consumers (i.e., professional users, business users, institutional users):
• Arbitration costs are allocated in accordance with the arbitral institution’s rules and the arbitral tribunal’s determination
• Typically, each party bears its own legal fees and shares administrative fees, arbitrator fees, and hearing costs equally, subject to the arbitral tribunal’s final cost allocation
• Company-Initiated Claims: For claims initiated by the Company against users:
• The Company bears all administrative fees, arbitrator fees, and hearing costs unless the arbitral tribunal determines that the user’s defense was frivolous or brought in bad faith
• Each party bears its own legal fees unless the arbitral tribunal orders otherwise

17.9.4 Fee-Shifting Provisions

• Prevailing Party: The arbitral tribunal may order the non-prevailing party to reimburse the prevailing party for reasonable arbitration costs (including administrative fees, arbitrator fees, and legal fees) if:
• The non-prevailing party’s claim or defense was frivolous or brought in bad faith
• The non-prevailing party engaged in misconduct during the arbitration
• Fee-shifting is permitted under applicable law and the arbitral institution’s rules
• Consumer Protection: Notwithstanding the above, fee-shifting against consumers is limited by applicable consumer protection laws. The Company will not seek to recover arbitration costs from consumers except where permitted by law and where the consumer’s claim was objectively frivolous or brought in bad faith.
• Offers of Settlement: If a party makes a written settlement offer and the other party rejects the offer, and the arbitral tribunal’s award is less favorable to the rejecting party than the settlement offer, the arbitral tribunal may order the rejecting party to bear a greater share of arbitration costs incurred after the settlement offer was made.

17.9.5 Small Claims Court Opt-Out

• Right to Opt Out of Arbitration for Small Claims: Notwithstanding the arbitration provisions in Section 17.2, users who qualify as consumers may elect to bring claims in small claims court (or equivalent court of limited jurisdiction) instead of arbitration if:
• The claim is within the jurisdictional limits of the small claims court
• The claim is brought in the user’s local small claims court
• The user notifies the Company in writing of their election to proceed in small claims court within 30 days of the dispute arising
• Small Claims Court Jurisdictional Limits:
• UK: County Court small claims track (claims up to £10,000)
• EU/EEA: Varies by member state; generally claims up to €5,000-€10,000
• Egypt: Summary courts (claims up to EGP 100,000)
• Saudi Arabia: Summary courts (claims within jurisdictional limits)
• Other jurisdictions: As determined by local law
• Procedure for Small Claims Court Election: To elect to proceed in small claims court, the user must:
• Send written notice to the Company at \accounts-uk@sleek.com within 30 days of the dispute arising
• State the nature of the claim and the amount in dispute
• Confirm that the claim is within the jurisdictional limits of the small claims court
• Identify the small claims court where the claim will be filed
• Company’s Response: Upon receiving notice of small claims court election, the Company will:
• Acknowledge receipt of the notice within 5 business days
• Confirm whether the Company agrees that the claim is appropriate for small claims court
• If the Company disputes that the claim is appropriate for small claims court (e.g., because the amount exceeds jurisdictional limits), the Company will notify the user and the parties will meet and confer to resolve the dispute
• Effect of Small Claims Court Election: If the user validly elects to proceed in small claims court:
• The arbitration provisions in Section 17.2 do not apply to that claim
• The user may file the claim in their local small claims court
• The Company will not remove the case to arbitration or to a court of general jurisdiction
• The Company will participate in the small claims court proceeding in good faith

17.9.6 Cost Transparency

• Estimated Costs: Upon request, the Company will provide users with a good faith estimate of the arbitration costs that the user would be responsible for under this Section 17.9, based on the nature and amount of the claim.
• Actual Costs: After the arbitration is concluded, the Company will provide users with a breakdown of actual arbitration costs incurred and the allocation of those costs.
• Cost Information Resources: The Company maintains information on its website about arbitration costs and the cost allocation framework in this Section 17.9.

17.9.7 Financial Hardship

• Waiver of User’s Share of Costs: If a user who qualifies as a consumer demonstrates financial hardship, the Company will consider waiving the user’s share of arbitration costs (beyond what the Company already bears under Section 17.9.3(b)).
• Hardship Application: To request a hardship waiver, the user must:
• Submit a written request to the Company at \accounts-uk@sleek.com
• Provide documentation of financial hardship (e.g., proof of income, proof of government assistance, proof of unemployment)
• Explain why paying their share of arbitration costs would create a financial hardship
• Company’s Determination: The Company will review hardship waiver requests in good faith and will grant waivers where appropriate to ensure access to justice. The Company’s determination is final and not subject to appeal, except as required by law.

17.9.8 Legal Aid and Pro Bono Representation

• Information on Legal Aid: The Company will provide users with information on legal aid resources and pro bono legal representation available in their jurisdiction.
• Cooperation with Legal Aid Organizations: The Company will cooperate with legal aid organizations and pro bono attorneys representing users in arbitrations, including by providing information and documents in a timely manner.

17.9.9 Accessibility of Arbitration Process

• Virtual Hearings: To reduce costs and increase accessibility, arbitration hearings may be conducted by videoconference or telephone conference, subject to the arbitral tribunal’s determination and the parties’ agreement.
• Document-Only Arbitration: For small claims, the parties may agree to conduct the arbitration based on written submissions only, without a hearing, to further reduce costs.
• Language Accessibility: The Company will provide translation or interpretation services where necessary to ensure that users can meaningfully participate in the arbitration process, subject to cost allocation in accordance with this Section 17.9.

17.9.10 Shareholders Not Parties to Arbitration

• Exclusive Party Status – Company Only
• Company as Sole Party: MedSphere Academy LTD (the “Company”) is the EXCLUSIVE party to all arbitrations arising from or relating to these Terms, the Services, or the user’s relationship with the Company. The arbitration agreement set forth in Section 17.2 creates a binding arbitration obligation between users and the Company entity ONLY.
• Non-Parties to Arbitration: The following individuals and entities are NOT parties to the arbitration agreement and CANNOT be named as parties, respondents, or co-respondents to any arbitration proceeding:
• Shareholders or Members: Any individual or entity holding shares or membership interests in MedSphere Academy LTD
• Directors: Any individual serving on the Company’s board of directors
• Officers: Any individual serving as an officer of the Company (including but not limited to Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or any other executive position)
• Employees: Any individual employed by the Company in any capacity
• Affiliated Entities: Any parent company, subsidiary, affiliate, or related entity of MedSphere Academy LTD
• Service Providers: Any third-party service provider, contractor, consultant, or vendor engaged by the Company
• Prohibition on Naming Non-Parties: Users explicitly agree that they WILL NOT and CANNOT:
• Name any Shareholder, director, officer, employee, or affiliated entity as a party or respondent in any arbitration proceeding
• Seek to join any such individual or entity as an additional party to an arbitration
• Attempt to consolidate claims against the Company with claims against any such individual or entity
• Request that the arbitral tribunal exercise jurisdiction over any such individual or entity
• Seek any relief, remedy, or award that would bind or affect any such individual or entity
• Arbitral Tribunal Lacks Jurisdiction: Any arbitral tribunal constituted under Section 17.2 lacks subject matter jurisdiction and personal jurisdiction over Shareholders, directors, officers, employees, and affiliated entities. If a user attempts to name any such individual or entity as a party, the arbitral tribunal MUST dismiss such claims for lack of jurisdiction.
• Consequences of Improper Joinder: If a user attempts to name a Shareholder, director, officer, employee, or affiliated entity as a party to an arbitration in violation of this Section:
• The arbitral tribunal shall dismiss the claims against such individual or entity immediately
• The user may be liable for the costs and expenses (including reasonable attorneys’ fees) incurred by the Company and the improperly named individual or entity in defending against the improper joinder
• The user’s conduct may constitute a material breach of these Terms, entitling the Company to terminate the user’s subscription and access to Services
• The arbitral tribunal may impose sanctions against the user for frivolous or bad-faith conduct
• Shareholders Not Signatories to Arbitration Agreement
• No Signature or Acceptance: Shareholders have NOT signed these Terms and have NOT accepted or agreed to the arbitration agreement set forth in Section 17.2. The arbitration agreement is a contract between users and the Company entity only.
• Not Bound by Arbitration Agreement: Because Shareholders are not signatories to the arbitration agreement, they are NOT bound by its terms and CANNOT be compelled to arbitrate disputes with users. The principle of consent is fundamental to arbitration: parties can be bound to arbitrate only if they have agreed to do so.
• No Authority to Bind Shareholders: The Company does NOT have authority to bind Shareholders to arbitration agreements with users. Shareholders’ rights and obligations are governed by the Companies Act 2006, the Company’s articles of association, and shareholders’ agreements (if any), NOT by these Terms.
• Separate Legal Capacity: Shareholders act in their personal capacity and have separate legal personality from the Company. The Company’s agreement to arbitrate disputes does not extend to or bind Shareholders in their personal capacity.
• No Agency Relationship: The Company is NOT acting as agent for Shareholders when entering into these Terms or the arbitration agreement. The Company acts on its own behalf as a separate legal entity.
• No Privity of Contract Between Users and Shareholders
• Contractual Relationship with Company Only: Users have a direct contractual relationship with MedSphere Academy LTD as a legal entity. Users do NOT have any contractual relationship with:
• Individual Shareholders or members of the Company
• Directors or officers of the Company (in their personal capacity)
• Employees of the Company (in their personal capacity)
• Affiliated entities (unless a separate contract exists)
• No Privity of Contract: The doctrine of privity of contract under English law provides that only parties to a contract can sue or be sued under that contract. Because Shareholders are not parties to the contract between users and the Company (as evidenced by these Terms), Shareholders cannot be parties to disputes arising from that contractual relationship.
• No Third-Party Rights Against Shareholders: The Contracts (Rights of Third Parties) Act 1999 does NOT create any rights for users to enforce these Terms against Shareholders or to bring claims against Shareholders. Shareholders are not intended beneficiaries of these Terms in a manner that would create liability or obligations for Shareholders.
• Arbitration Requires Contractual Relationship: Arbitration is a creature of contract. Without a contractual relationship between users and Shareholders, there is no basis for arbitration between users and Shareholders.
• Arbitration Awards Limited to Company
• Awards Bind Company Only: Any arbitration award, determination, order, or decision issued by an arbitral tribunal constituted under Section 17.2 is binding on MedSphere Academy LTD as the party to the arbitration. Such awards do NOT bind and CANNOT be enforced against:
• Shareholders in their personal capacity
• Directors or officers in their personal capacity
• Employees in their personal capacity
• Affiliated entities (unless they are parties to the arbitration)
• No Enforcement Against Shareholder Assets: Arbitration awards CANNOT be enforced against Shareholder personal assets, including but not limited to:
• Personal bank accounts, savings accounts, or investment accounts held by Shareholders
• Personal real property (homes, land, or other real estate) owned by Shareholders
• Personal tangible property (vehicles, jewelry, art, collectibles, or other personal possessions) owned by Shareholders
• Personal intangible property (intellectual property rights, business interests, or other intangible assets) owned by Shareholders
• Wages, salaries, bonuses, or other income earned by Shareholders from employment or business activities
• Retirement accounts, pension funds, or other retirement savings held by Shareholders
• Trust assets, family wealth, or inherited assets held by or for the benefit of Shareholders
• No Personal Liability for Shareholders: Arbitration awards do NOT create personal liability for Shareholders. Even if an arbitral tribunal issues an award for monetary damages, specific performance, injunctive relief, or any other form of relief against the Company, such award does NOT:
• Create any personal obligation for Shareholders to satisfy the award
• Impose any personal liability on Shareholders for the Company’s obligations
• Authorize enforcement proceedings against Shareholder personal assets
• Permit users to pursue Shareholders personally for satisfaction of the award
• Exception for Personal Fraud or Misconduct: The limitation on enforcement against Shareholders does NOT apply if:
• A Shareholder has personally committed fraud, intentional misrepresentation, or criminal conduct directed at the user
• A Shareholder has personally guaranteed the Company’s obligations to the user through a separate written guarantee
• A Shareholder has personally entered into a contract with the user (separate from these Terms)
• English law permits piercing the corporate veil under the narrow exceptions recognized in Prest v Petrodel Resources Ltd [2013] UKSC 34 (evasion of existing legal obligations or use of corporate form as a façade)

In such exceptional circumstances, the user must bring a SEPARATE legal proceeding against the Shareholder in a court of competent jurisdiction (NOT in arbitration) and must prove the elements required for personal liability under English law.

• Company as Sole Obligor Under Awards
• Company’s Exclusive Obligation: MedSphere Academy LTD is the sole obligor responsible for satisfying any arbitration award issued against it. The Company’s obligation to satisfy awards arises from:
• The Company’s status as a party to the arbitration
• The Company’s contractual obligations under these Terms
• The Company’s agreement to be bound by arbitration awards under Section 17.2
• No Shareholder Obligation: Shareholders have NO obligation, duty, or responsibility to:
• Satisfy arbitration awards from their personal assets
• Contribute personal funds to enable the Company to satisfy awards
• Guarantee the Company’s performance of arbitration awards
• Provide security or collateral for arbitration awards
• Make capital contributions to the Company to fund award payments
• Limited Liability Principle: The principle of limited liability under the Companies Act 2006 means that Shareholders’ liability is limited to the amount (if any) unpaid on their shares. Shareholders are NOT liable for the Company’s debts, obligations, or liabilities (including arbitration awards) beyond their capital contributions.
• Satisfaction from Company Assets Only: Arbitration awards against the Company may be satisfied ONLY from:
• The Company’s cash and cash equivalents
• The Company’s accounts receivable and revenue
• The Company’s tangible and intangible assets
• The Company’s insurance proceeds (where applicable and subject to policy terms)
• Other assets legally owned by MedSphere Academy LTD

Users accept that the Company’s assets may be insufficient to satisfy all arbitration awards, and users assume the risk of non-recovery or partial recovery.

• Cost Allocation Principles Apply Only to Company
• Company Costs Only: The cost allocation framework set forth in Section 17.9.3 applies ONLY to costs incurred by MedSphere Academy LTD as the party to the arbitration and costs incurred by the user. The cost allocation framework does NOT apply to Shareholders.
• No Shareholder Responsibility for Costs: Shareholders are NOT responsible for and CANNOT be required to pay:
• Arbitration filing fees or administrative fees
• Arbitrator compensation or fees
• Hearing room rental or facility costs
• Court reporter or transcription costs
• Expert witness fees or costs
• Attorney’s fees incurred by the Company or the user
• Any other costs or expenses associated with the arbitration
• Company Bears Its Own Costs: The Company is responsible for its own costs of participating in arbitration, including attorney’s fees, expert fees, and other litigation expenses. The Company CANNOT seek reimbursement or contribution from Shareholders for these costs (except as may be provided in internal corporate governance documents or shareholders’ agreements, which are not relevant to users).
• Fee-Shifting Provisions Apply Only to Company
• Fee-Shifting Against Company Only: The fee-shifting provisions in Section 17.9.4 (which allow prevailing parties to recover attorney’s fees and costs in certain circumstances) apply ONLY to MedSphere Academy LTD as a party to the arbitration. Fee-shifting CANNOT be directed against Shareholders personally.
• No Personal Fee Liability for Shareholders: Even if an arbitral tribunal determines that the Company acted in bad faith, brought frivolous claims, or engaged in conduct warranting fee-shifting, Shareholders CANNOT be held personally liable for:
• The user’s attorney’s fees and costs
• The arbitral tribunal’s fees and costs
• Any other fees or expenses awarded against the Company
• Arbitrators Lack Authority: Arbitral tribunals do NOT have authority to order Shareholders to pay arbitration costs, attorney’s fees, or any other expenses. Such an order would exceed the arbitral tribunal’s jurisdiction and would be unenforceable under the Arbitration Act 1996.
• Fee Awards Enforceable Against Company Only: If an arbitral tribunal issues a fee-shifting award, such award is enforceable ONLY against the Company’s assets, not against Shareholder personal assets.
• Arbitrators Cannot Award Piercing Remedy
• No Authority to Pierce Corporate Veil: Arbitral tribunals constituted under Section 17.2 do NOT have authority to pierce the corporate veil or disregard the limited liability protection afforded to Shareholders under the Companies Act 2006 and English common law.
• Fundamental Principle of Limited Liability: The principle of limited liability is a foundational principle of English company law, established by statute (Companies Act 2006) and affirmed by centuries of common law precedent (including Salomon v Salomon & Co Ltd [1897] AC 22). This principle CANNOT be overridden by an arbitral tribunal.
• Arbitrators Bound by Law: Arbitrators are required to apply English law (as specified in Section 17.1) and are bound by the fundamental principles of English company law, including limited liability. Arbitrators cannot disregard statutory protections or well-established legal principles.
• No Equitable Piercing: Even if an arbitrator concludes that justice, fairness, or equity would require Shareholder liability, the arbitrator CANNOT order such liability. English law does not recognize “equitable piercing” of the corporate veil based on general notions of fairness or justice. Piercing is permitted only in the narrow circumstances recognized in Prest v Petrodel Resources Ltd [2013] UKSC 34.
• Award Would Be Unenforceable: Any arbitration award that purports to pierce the corporate veil or impose personal liability on Shareholders would be:
• In excess of the arbitral tribunal’s jurisdiction and authority
• Contrary to English law and public policy
• Unenforceable under the Arbitration Act 1996, Section 68 (serious irregularity)
• Subject to being set aside by the English courts
• Users Cannot Circumvent Limited Liability: Users cannot use arbitration as a mechanism to circumvent the limited liability protection that would apply in court proceedings. The same legal principles that protect Shareholders from personal liability in court apply equally in arbitration.
• No Personal Jurisdiction Over Shareholders
• Lack of Personal Jurisdiction: Arbitral tribunals constituted under Section 17.2 do NOT have and CANNOT exercise personal jurisdiction over Shareholders because:
• Shareholders are not parties to the arbitration agreement
• Shareholders have not consented to arbitration with users
• Shareholders have no contractual relationship with users
• Shareholders have not submitted to the jurisdiction of the arbitral tribunal
• Consent Required for Jurisdiction: Personal jurisdiction in arbitration requires the consent of the party over whom jurisdiction is asserted. Because Shareholders have not consented to arbitration with users, arbitral tribunals lack personal jurisdiction over Shareholders.
• No Minimum Contacts: Even if the arbitral tribunal were to apply a “minimum contacts” analysis (as used in some jurisdictions for determining personal jurisdiction), Shareholders would not have sufficient minimum contacts with users to support personal jurisdiction. Shareholders’ ownership of shares in the Company does not constitute minimum contacts with the Company’s customers.
• Due Process Protections: Exercising jurisdiction over Shareholders without their consent would violate fundamental due process principles recognized in English law and international arbitration practice.
• Survival of Shareholder Protection in Arbitration Context
• Section 17.1.6 Applies Fully: The comprehensive limitation on Shareholder liability established in Section 17.1.6 survives and applies fully in the arbitration context. All protections afforded to Shareholders in Section 17.1.6 apply equally to arbitration proceedings as they do to court proceedings.
• No Circumvention Through Arbitration: Users CANNOT use arbitration as a mechanism to circumvent, avoid, or diminish the Shareholder protection provisions in Section 17.1.6. The choice of arbitration as a dispute resolution mechanism does NOT:
• Waive or modify the limitation on Shareholder liability
• Create any new rights against Shareholders
• Expand users’ remedies beyond those available in court
• Permit enforcement against Shareholder personal assets
• Arbitration Does Not Expand Liability: The arbitration agreement in Section 17.2 is intended to provide an efficient, cost-effective alternative to court litigation for resolving disputes between users and the Company. The arbitration agreement does NOT expand the scope of liability beyond what would exist in court proceedings.
• Consistent Interpretation: These Terms (including the arbitration agreement and the Shareholder protection provisions) must be interpreted consistently to give effect to all provisions. The arbitration agreement cannot be interpreted in a manner that would nullify or undermine the Shareholder protection provisions.
• Shareholders as Third-Party Beneficiaries of Arbitration Limitations
• Intended Third-Party Beneficiaries: While Shareholders are NOT parties to the arbitration agreement, they ARE intended third-party beneficiaries of the arbitration agreement’s limitations on liability and the provisions protecting Shareholders from personal liability.
• Right to Enforce Protections: Under the Contracts (Rights of Third Parties) Act 1999, Shareholders have the right to enforce the provisions of these Terms (including the arbitration agreement) that expressly protect Shareholders from personal liability, including:
• The prohibition on naming Shareholders as parties to arbitration (Section 17.9.10(a))
• The limitation on enforcement of awards against Shareholder assets (Section 17.9.10(d))
• The prohibition on fee-shifting against Shareholders (Section 17.9.10(g))
• All other provisions protecting Shareholders from personal liability
• Standing to Object: If a user attempts to name a Shareholder as a party to an arbitration or seeks relief against a Shareholder, the Shareholder has standing to:
• Object to the arbitral tribunal’s jurisdiction over the Shareholder
• Move to dismiss claims against the Shareholder
• Enforce the Shareholder protection provisions in these Terms
• Seek costs and attorney’s fees incurred in defending against improper claims
• No Other Third-Party Rights: Except as expressly provided in this subsection (k), Shareholders do NOT have rights to enforce other provisions of these Terms and do NOT have obligations under these Terms.
• Scope of Relief Limited to Company Assets
• Strict Limitation on Relief: Even if a user brings a claim against the Company in arbitration and obtains a favorable arbitration award, the relief available to the user is STRICTLY LIMITED to the Company’s assets. The relief CANNOT extend to:
• Shareholder personal assets of any kind
• Shareholder personal bank accounts, brokerage accounts, or investment accounts
• Shareholder personal wages, salaries, bonuses, or other income
• Shareholder personal homes, real estate, or other real property
• Shareholder personal vehicles, boats, aircraft, or other personal property
• Shareholder personal jewelry, art, collectibles, or other valuables
• Shareholder retirement accounts, pension funds, or IRAs
• Shareholder trust assets or family wealth
• Shareholder business interests in other entities
• Any other personal assets of Shareholders
• No Attachment or Garnishment: Users CANNOT seek to attach, garnish, levy upon, or otherwise seize Shareholder personal assets to satisfy an arbitration award against the Company. Any such attempt would be:
• Contrary to the Companies Act 2006 and the principle of limited liability
• Beyond the scope of the arbitration award (which binds only the Company)
• Subject to being set aside or vacated by the English courts
• A violation of these Terms, potentially resulting in sanctions
• No Fraudulent Transfer Claims: Users CANNOT bring fraudulent transfer or fraudulent conveyance claims against Shareholders based on the theory that distributions or dividends paid to Shareholders constitute fraudulent transfers. Under English law:
• Lawful distributions and dividends paid in accordance with the Companies Act 2006 are not fraudulent transfers
• Shareholders are entitled to receive distributions and dividends without personal liability for the Company’s debts
• The payment of distributions does not create personal liability for Shareholders
• Insolvency Scenarios: Even if the Company becomes insolvent, enters administration, or is liquidated after an arbitration award is issued:
• Shareholders remain protected from personal liability
• Users’ claims are limited to participating in the insolvency proceedings as unsecured creditors
• Users cannot pursue Shareholders personally for any shortfall
• The arbitration award does not create any priority or preference for the user over other creditors
• Enforcement Against Third Parties Prohibited
• Awards Enforceable Against Company Only: Under the Arbitration Act 1996 and English law, arbitration awards can be enforced ONLY against parties to the arbitration. Users CANNOT seek to enforce an arbitration award against third parties, including Shareholders.
• No Alter Ego Enforcement: Users CANNOT seek to enforce an arbitration award against Shareholders on an “alter ego” or “instrumentality” theory. English law does not recognize alter ego liability except in the very narrow circumstances where the corporate veil can be pierced under Prest v Petrodel Resources Ltd [2013] UKSC 34.
• No Successor Liability: If Shareholders sell their shares or the Company undergoes a change of ownership, users CANNOT seek to hold former Shareholders personally liable for arbitration awards issued after the ownership change. Limited liability protection applies regardless of changes in share ownership.
• Court Enforcement Proceedings: If a user seeks to enforce an arbitration award in court (as permitted under the Arbitration Act 1996), the enforcement proceedings can be brought ONLY against MedSphere Academy LTD as the judgment debtor. Shareholders cannot be named as judgment debtors.
• Shareholder Cooperation Rights
• Voluntary Cooperation Permitted: Nothing in this Section 17.9.10 prevents users from requesting that Shareholders voluntarily cooperate with arbitration proceedings. For example, users may request that a Shareholder:
• Appear as a witness to provide testimony about relevant facts
• Produce documents or information in the Shareholder’s possession
• Provide expert testimony (if the Shareholder has relevant expertise)
• No Legal Obligation to Cooperate: However, Shareholders have NO legal obligation to cooperate with arbitration proceedings and CANNOT be compelled to:
• Appear as witnesses
• Provide testimony or evidence
• Produce documents or information
• Participate in discovery or disclosure
• Attend hearings or depositions
• Subpoena Limitations: Users cannot subpoena Shareholders to compel their participation in arbitration. While arbitral tribunals may have limited subpoena power under the Arbitration Act 1996, Section 43, such power extends only to witnesses who are willing to cooperate or who can be compelled under court procedures. Shareholders who are not parties to the arbitration generally cannot be compelled to participate.
• Separate Agreement Required: If a Shareholder wishes to become a party to an arbitration (for example, to defend against allegations of personal misconduct), the Shareholder must enter into a separate written agreement to arbitrate with the user. The Shareholder’s participation as a party requires the Shareholder’s express written consent.
• Witness Fees and Expenses: If a Shareholder voluntarily agrees to appear as a witness in an arbitration, the Shareholder may be entitled to reasonable witness fees and expenses in accordance with applicable law and arbitration rules. The party requesting the Shareholder’s testimony is responsible for paying such fees and expenses.
• Insurance and Indemnification
• Insurance Proceeds Available: Arbitration awards against the Company may be satisfied, in whole or in part, through the Company’s insurance proceeds, where applicable. The Company maintains professional liability insurance (errors and omissions insurance) and other insurance coverage as appropriate for its operations.
• Insurance Covers Company Only: The Company’s insurance policies cover the Company as the named insured. Insurance coverage does NOT:
• Extend to Shareholders in their personal capacity
• Cover Shareholder personal liability (except where Shareholders are named as additional insureds, which is not typical)
• Create any obligation for Shareholders to contribute to insurance premiums or deductibles
• Permit users to pursue Shareholders if insurance coverage is insufficient
• No Personal Obligation Beyond Insurance: Even if the Company’s insurance coverage is insufficient to satisfy an arbitration award, Shareholders have NO personal obligation to satisfy the shortfall from their personal assets. Users’ recovery is limited to:
• The Company’s available assets
• The Company’s insurance proceeds (subject to policy terms and conditions)
• Any other resources available to the Company
• Indemnification Agreements: The Company may have indemnification agreements with directors and officers that require the Company to indemnify them for certain liabilities. However:
• Such indemnification agreements are between the Company and the directors/officers, not between users and directors/officers
• Indemnification agreements do NOT create any rights for users against Shareholders
• Users cannot enforce indemnification agreements or seek to prevent the Company from indemnifying directors/officers
• Indemnification payments made by the Company do not create personal liability for Shareholders
• Subrogation Rights: If the Company’s insurer pays an arbitration award on behalf of the Company, the insurer may have subrogation rights against third parties who caused the loss. However, subrogation rights do NOT extend to Shareholders (absent fraud or intentional misconduct by a Shareholder).
• Consistency with Section 17.1.6
• Reinforcement of Primary Provision: This Section 17.9.10 reinforces and is fully consistent with the comprehensive Shareholder protection provisions set forth in Section 17.1.6 (Limited Liability Company Structure and Shareholder Protection). Both sections work together to ensure that Shareholders are protected from personal liability in all contexts, including arbitration.
• Section 17.1.6 Controls: Section 17.1.6 is the primary and comprehensive provision addressing Shareholder limited liability protection. In the event of any conflict, inconsistency, or ambiguity between Section 17.1.6 and this Section 17.9.10, the provisions of Section 17.1.6 shall control and prevail.
• Harmonious Interpretation: These Terms (including Section 17.1.6 and Section 17.9.10) shall be interpreted harmoniously to give full effect to the principle of limited liability and to protect Shareholders from personal liability in all circumstances (except the narrow exceptions recognized by English law).
• Cross-References: Users are directed to review Section 17.1.6 in its entirety for a comprehensive understanding of the limited liability protections afforded to Shareholders. Section 17.1.6 contains detailed provisions addressing:
• The legal basis for limited liability under the Companies Act 2006
• The scope of Shareholder protection from personal liability
• The narrow exceptions where personal liability may arise (fraud, evasion of legal obligations)
• The prohibition on piercing the corporate veil
• The limitation on enforcement to Company assets only
• User acknowledgment and consent to limited liability
• And many other important protections
• Cumulative Protections: The protections in Section 17.1.6 and Section 17.9.10 are cumulative and mutually reinforcing. Shareholders benefit from all protections set forth in both sections, and users are bound by all limitations set forth in both sections.
• Survival and Severability: If any provision of this Section 17.9.10 is held invalid, unenforceable, or contrary to law, the remainder of Section 17.9.10 and all of Section 17.1.6 remain in full force and effect. The fundamental principle of limited liability for Shareholders survives regardless of the enforceability of any particular provision.

17.10 Regulatory Changes and Service Modifications

17.10.1 Purpose and Scope

This Section 17.10 addresses what happens if laws or regulations change in a manner that materially affects the Company’s ability to provide Services or users’ ability to access Services.

17.10.2 Company’s Right to Modify Services for Regulatory Compliance

• Regulatory Compliance Modifications: The Company reserves the right to modify the Platform, Services, Course content, or these Terms to comply with:
• New or amended laws or regulations
• Court orders or regulatory directives
• Changes in regulatory interpretation or enforcement priorities
• Industry standards or best practices that become legally required
• Types of Modifications: Regulatory compliance modifications may include:
• Restricting access to certain features or content in specific jurisdictions
• Modifying Course content to comply with local educational or professional standards
• Implementing additional identity verification or compliance procedures
• Adjusting pricing to account for new taxes or regulatory costs
• Changing data processing practices to comply with data protection laws
• Restricting access from certain jurisdictions where compliance is not feasible
• Notice of Modifications: The Company will provide users with notice of regulatory compliance modifications in accordance with Section 14 (Changes to Terms), except where:
• Immediate modification is required by law or court order
• Providing advance notice would violate law or compromise the Company’s ability to comply with law
• The modification is minor and does not materially affect users’ rights or access to Services

17.10.3 Material Regulatory Changes

• Definition of Material Regulatory Change: A “Material Regulatory Change” is a change in law or regulation that:
• Prohibits or materially restricts the Company’s ability to provide Services in a jurisdiction
• Requires the Company to materially modify Services in a manner that substantially reduces functionality or value to users
• Imposes costs on the Company that would require a subscription fee increase of more than 20%
• Requires users to comply with new obligations that materially affect their use of Services (e.g., new licensing requirements, identity verification requirements)
• Notice Period for Material Regulatory Changes: For Material Regulatory Changes, the Company will provide users with at least 30 days’ advance notice (or such longer period as required by law) before implementing modifications, except where immediate modification is required by law.
• Notice Content: Notice of Material Regulatory Changes will include:
• Description of the regulatory change
• How the regulatory change affects Services
• What modifications the Company is implementing
• Effective date of modifications
• Users’ rights under Section 17.10.4 (User Rights Upon Material Regulatory Changes)

17.10.4 User Rights Upon Material Regulatory Changes

• Right to Cancel Without Penalty: If a Material Regulatory Change materially restricts a user’s access to Services or materially reduces the functionality or value of Services to the user, the user may cancel their subscription without penalty by providing written notice to the Company within 30 days of receiving notice of the Material Regulatory Change.
• Pro Rata Refund: If a user cancels their subscription under Section 17.10.4(a):
• The user will receive a pro rata refund of any prepaid subscription fees for the period after the effective date of the Material Regulatory Change
• The refund will be calculated based on the number of days remaining in the subscription period after the effective date of the Material Regulatory Change
• The refund will be processed within 30 days of the Company receiving the user’s cancellation notice
• The refund will be issued to the original payment method or by other means agreed with the user
• Continued Access During Notice Period: Users who elect to cancel under Section 17.10.4(a) will continue to have access to Services during the 30-day notice period (or until the effective date of the Material Regulatory Change, whichever is later).
• No Other Remedies: The rights in this Section 17.10.4 are the user’s sole and exclusive remedies for Material Regulatory Changes. The Company is not liable for any other damages or losses resulting from Material Regulatory Changes.

17.10.5 Pricing Adjustments for Regulatory Compliance

• Right to Adjust Pricing: The Company reserves the right to adjust subscription fees to account for:
• New or increased taxes (e.g., VAT, digital services tax)
• Regulatory compliance costs (e.g., licensing fees, compliance personnel, legal fees)
• Costs of modifying Services to comply with new regulations
• Costs of implementing new compliance procedures
• Notice of Pricing Adjustments: The Company will provide users with at least 30 days’ advance notice of pricing adjustments for regulatory compliance (or such longer period as required by law).
• User Rights Upon Pricing Adjustments: If the Company increases subscription fees by more than 20% due to regulatory compliance costs, users may cancel their subscription without penalty in accordance with Section 17.10.4.

17.10.6 Suspension of Services Due to Regulatory Uncertainty

• Right to Suspend: If regulatory changes create legal uncertainty about the Company’s ability to lawfully provide Services in a jurisdiction, the Company may temporarily suspend Services in that jurisdiction while the Company:
• Assesses the regulatory changes
• Consults with legal advisors
• Engages with regulators to clarify requirements
• Implements necessary compliance measures
• Notice of Suspension: The Company will provide users with as much advance notice of suspension as reasonably practicable under the circumstances.
• Duration of Suspension: Suspensions under this Section 17.10.6 will be for the shortest period reasonably necessary to resolve the regulatory uncertainty.
• User Rights During Suspension: During a suspension under this Section 17.10.6:
• Users will not be charged subscription fees for the period of suspension
• If the suspension exceeds 30 days, users may cancel their subscription without penalty and receive a pro rata refund of any prepaid subscription fees
• Users may request to transfer their subscription to a different jurisdiction (if technically feasible and permitted by law)

17.10.7 Termination of Services in a Jurisdiction

• Right to Terminate: If regulatory changes make it unlawful, commercially impracticable, or excessively burdensome for the Company to provide Services in a jurisdiction, the Company may terminate Services in that jurisdiction.
• Notice of Termination: The Company will provide users in the affected jurisdiction with at least 60 days’ advance notice of termination (or such longer period as required by law).
• User Rights Upon Termination: If the Company terminates Services in a jurisdiction:
• Users in that jurisdiction will receive a full refund of any prepaid subscription fees for the period after the termination date
• Users may request to transfer their subscription to a different jurisdiction (if the user relocates or if technically feasible and permitted by law)
• Users will have the opportunity to download or export their user data in accordance with Section 11 (Data Portability)

17.10.8 Regulatory Compliance Grace Periods

• Good Faith Compliance Efforts: The Company will make good faith efforts to comply with new or amended laws and regulations within any grace periods or transition periods provided by law.
• User Cooperation: Users agree to cooperate with the Company’s compliance efforts, including by:
• Providing additional information or documentation if required by new regulations
• Consenting to modified data processing practices if required by new data protection laws
• Complying with new user obligations imposed by regulations
• No Liability During Grace Periods: The Company is not liable for any failure to comply with new or amended laws or regulations during any grace period or transition period provided by law, provided the Company is making good faith efforts to achieve compliance.

17.10.9 Force Majeure for Regulatory Events

Regulatory changes that make it impossible or unlawful for the Company to provide Services may constitute force majeure events under Section 17.13 (Force Majeure for Regulatory Events).

17.11 Healthcare Professional Responsibilities

17.11.1 Purpose and Scope

This Section 17.11 clarifies the responsibilities of healthcare professionals who use the Platform and Services, and the limitations on the Company’s role in professional practice.

17.11.2 Professional Indemnity and Liability Disclaimers

• No Professional Advice: The Company does not provide medical, clinical, diagnostic, treatment, legal, or other professional advice. The Platform and Services are educational tools only.
• User Sole Responsibility for Clinical Application: Healthcare professionals who use the Platform and Services are solely responsible for:
• Determining whether and how to apply Course content to their professional practice
• Ensuring that their clinical decisions are based on their professional judgment, patient-specific factors, and current evidence-based guidelines
• Complying with applicable standards of care and professional practice guidelines
• Obtaining appropriate informed consent from patients
• Maintaining professional competence and staying current with developments in their field
• No Warranty of Clinical Accuracy: While the Company makes reasonable efforts to ensure that Course content is accurate and current, the Company does not warrant that:
• Course content is error-free or complete
• Course content reflects the most current research or clinical guidelines
• Course content is appropriate for all clinical situations or patient populations
• Course content complies with all local professional practice standards
• Independent Verification Required: Healthcare professionals must independently verify any information obtained from the Platform before applying it to patient care. The Company is not responsible for any harm resulting from reliance on Course content without independent verification.

17.11.3 Professional Licensing and Credentialing

• User Responsibility for Licensing: Users are solely responsible for:
• Obtaining and maintaining all required professional licenses, certifications, and credentials
• Ensuring that their use of the Platform and Services complies with licensing requirements
• Reporting continuing education credits to licensing boards or professional organizations as required
• Maintaining professional liability insurance as required by law or professional standards
• No Guarantee of License Compliance: The Company does not guarantee that:
• Course content meets the continuing education requirements of all licensing boards or professional organizations
• Completion of Courses will satisfy licensing or credentialing requirements
• Course content complies with the practice standards of all jurisdictions or specialties
• User Verification of CE Credits: Users are responsible for verifying that Courses meet their specific continuing education requirements before enrolling. The Company provides information about continuing education accreditation where available, but users should independently verify with their licensing board or professional organization.

17.11.4 Scope of Practice and Professional Boundaries

• Scope of Practice: Healthcare professionals must ensure that their use of Course content is within their scope of practice as defined by:
• Their professional license or certification
• Applicable laws and regulations
• Professional practice guidelines
• Their employer’s policies (if applicable)
• Their professional liability insurance coverage
• Professional Boundaries: Healthcare professionals must maintain appropriate professional boundaries when:
• Participating in discussion forums or other interactive features of the Platform
• Communicating with other users
• Sharing patient information or case studies (subject to patient privacy laws)
• No Patient-Provider Relationship: Use of the Platform and Services does not create a patient-provider relationship between users and the Company, Course instructors, or other users.

17.11.5 Patient Privacy and Confidentiality

• Prohibition on Sharing Patient Information: Healthcare professionals must not share patient information, protected health information (PHI), or other confidential patient data on the Platform, including in:
• Discussion forums
• Course assignments or submissions
• Communications with other users
• Feedback or reviews
• De-Identification Required: If healthcare professionals wish to share case studies or clinical examples for educational purposes, they must:
• De-identify all patient information in accordance with applicable privacy laws (e.g., HIPAA, GDPR, UK Data Protection Act)
• Ensure that patients cannot be identified from the information shared
• Obtain patient consent if required by law or professional ethics
• Company’s Right to Remove Patient Information: The Company reserves the right to remove any content that appears to contain patient information or PHI, without notice to the user.

17.11.6 Professional Ethics and Standards

• Compliance with Professional Ethics: Healthcare professionals must comply with the ethical standards of their profession, including:
• Codes of ethics issued by professional organizations (e.g., AMA, GMC, Royal Colleges)
• Ethical guidelines issued by licensing boards
• Institutional ethics policies (if applicable)
• Conflicts of Interest: Healthcare professionals must disclose any conflicts of interest when:
• Participating in discussion forums
• Providing feedback or reviews
• Recommending Courses to colleagues or patients
• Professional Conduct: Healthcare professionals must maintain professional conduct when using the Platform, including:
• Treating other users with respect
• Avoiding harassment, discrimination, or unprofessional behavior
• Complying with the Acceptable Use Policy in Section 6

17.11.7 Continuing Education and Professional Development

• Continuing Education Credits: Where Courses are accredited for continuing education credits:
• The Company will provide information about the accrediting organization and the number of credits awarded
• Users are responsible for verifying that the credits meet their specific requirements
• Users are responsible for reporting credits to their licensing board or professional organization
• The Company will provide certificates of completion or other documentation as required by accrediting organizations
• Accreditation Limitations: Continuing education accreditation may be limited to specific jurisdictions, professions, or specialties. Users should review accreditation information carefully before enrolling.
• Professional Development Beyond CE Credits: The Platform provides professional development opportunities beyond formal continuing education credits, including:
• Access to current research and clinical guidelines
• Opportunities to learn from expert instructors
• Networking with other healthcare professionals
• Development of clinical skills and knowledge

17.11.8 User Indemnification for Professional Practice

• Limited Indemnification Obligation: Healthcare professionals agree to indemnify, defend, and hold harmless the Company, its affiliates, and its officers, directors, employees, and agents from and against claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising solely from:
• The user’s gross negligence or willful misconduct in applying Course content to professional practice or patient care, where the user:
• Knew or reasonably should have known that the information required independent verification before clinical application;
• Had access to alternative authoritative sources (including but not limited to peer-reviewed literature, clinical guidelines, professional standards, or expert consultation) but failed to consult them; and
• Applied the Course content despite having reasonable grounds to question its applicability to the specific clinical situation.
• The user’s failure to conduct independent verification of Course content before applying it to patient care, where:
• The Course content was accurate and consistent with current professional standards at the time of delivery;
• The Company provided appropriate disclaimers regarding the need for independent verification (as set forth in Section 17.11.6);
• The user had a professional duty to verify the information under applicable standards of care; and
• The user’s failure to verify constituted a departure from accepted professional standards.
• The user’s failure to maintain required licenses, credentials, or professional competencies independent of any Course content.
• The user’s violation of patient privacy, confidentiality, or professional ethics that is unrelated to any alleged deficiency in Course content.
• Explicit Exclusions from Indemnification: This indemnification obligation does NOT apply to claims arising from or related to:
• Materially False or Reckless Course Content: Claims arising from Course content that was materially false, misleading, or reckless at the time of delivery, including content that:
• Contradicted established professional standards or clinical guidelines without appropriate disclosure;
• Omitted material information necessary for safe clinical application;
• Was based on discredited research or outdated practices without appropriate warnings; or
• Contained errors that a reasonably competent course provider should have identified and corrected.
• Failure to Disclose Known Errors: Claims arising from the Company’s failure to:
• Disclose known errors, limitations, or controversies in Course content;
• Provide timely updates or corrections when errors are discovered;
• Warn users of material changes in professional standards or clinical guidelines that affect Course content; or
• Communicate safety alerts or regulatory warnings relevant to Course content.
• Violation of Professional Standards: Claims arising from Course content that violates applicable professional standards, clinical guidelines, or regulatory requirements, including:
• Content that recommends practices prohibited by law or professional regulations;
• Content that fails to meet accreditation standards where accreditation is claimed;
• Content that misrepresents the scope of practice for specific professions or specialties; or
• Content that omits mandatory warnings or contraindications.
• Company’s Negligence or Breach: Claims arising from the Company’s own negligence, breach of contract, or violation of these Terms, including:
• Failure to provide Services as described;
• Unauthorized disclosure of user information;
• Technical failures that prevent access to Course content; or
• Breach of warranties set forth in Section 9.
• Company Responsibility for Content Quality: Nothing in this Section 17.11.8 diminishes or limits the Company’s responsibility for:
• Ensuring that Course content is accurate, current, and consistent with applicable professional standards at the time of delivery;
• Conducting appropriate quality assurance, peer review, and editorial oversight of Course content;
• Providing clear and conspicuous disclaimers regarding the limitations of Course content and the need for independent professional judgment;
• Correcting errors or updating content when the Company becomes aware of material inaccuracies or changes in professional standards;
• Complying with all applicable laws, regulations, and accreditation standards for educational content providers.
• Conditions Precedent to Indemnification: The user’s indemnification obligation under subsection (a) is subject to the following conditions:
• The Company must have provided clear and conspicuous disclaimers (as required by Section 17.11.6) that the Course content requires independent verification before clinical application;
• The Course content at issue must have been accurate and consistent with applicable professional standards at the time it was accessed by the user;
• The Company must not have had actual knowledge of errors or limitations in the Course content that were not disclosed to users;
• The user must have had reasonable access to alternative authoritative sources for verification purposes; and
• The claim must arise from the user’s failure to exercise reasonable professional judgment, not from any deficiency in the Course content itself.
• Burden of Proof: The Company bears the burden of proving that the conditions in subsection (d) are satisfied before the user’s indemnification obligation applies.
• Survival: This indemnification obligation survives termination of the user’s subscription and these Terms, but only with respect to claims arising from conduct occurring during the subscription period and subject to all limitations and exclusions set forth in this Section 17.11.8.

17.11.9 Limitation of Liability for Professional Practice

• No Liability for Clinical Decisions: The Company is not liable for any harm, injury, or damages resulting from healthcare professionals’ clinical decisions or professional practice, including decisions based on or influenced by Course content.
• No Liability for Professional Consequences: The Company is not liable for any professional consequences resulting from users’ use of the Platform or Services, including:
• Loss of license or credentials
• Professional discipline or sanctions
• Malpractice claims or lawsuits
• Loss of employment or professional opportunities
• Damage to professional reputation
• Maximum Liability: Notwithstanding any other provision of these Terms, the Company’s maximum aggregate liability to healthcare professionals for any claims related to professional practice is limited to the amount of subscription fees paid by the user in the 12 months preceding the claim.

17.11.10 Regulatory and Professional Body Cooperation

• Cooperation with Investigations: The Company will cooperate with investigations by licensing boards, professional organizations, or regulatory authorities related to users’ professional conduct, subject to applicable law and user privacy rights.
• Disclosure of User Information: The Company may disclose user information to licensing boards, professional organizations, or regulatory authorities if:
• Required by law or court order
• Necessary to investigate or respond to allegations of professional misconduct
• Necessary to protect patient safety or public health
• User Consent: By using the Platform and Services, healthcare professionals consent to such disclosures where permitted or required by law.

17.11.11 Shareholder Protection in Healthcare Claims

17.11.11.1 Purpose and Scope

This Section 17.11.11 establishes comprehensive protections for Shareholders, directors, officers, and members of MedSphere Academy LTD against personal liability arising from healthcare-related claims, professional practice claims, clinical content claims, and indemnification obligations. This Section reinforces and applies the fundamental principle of limited liability established in Section 17.1.6 specifically in the context of healthcare professional services, medical education content, and clinical practice-related disputes.

The protections set forth in this Section apply to all claims, demands, actions, proceedings, investigations, or enforcement actions brought by or involving:

• Healthcare professionals who use the Platform or Services
• Patients or third parties allegedly harmed by healthcare professionals’ reliance on Course content
• Regulatory authorities, licensing boards, or professional organizations
• Professional liability insurers or indemnification claimants
• Any other person or entity asserting claims related to Course content, professional practice, or clinical decision-making

17.11.11.2 Shareholders Not Liable for Healthcare Claims

• Absolute Protection from Healthcare-Related Personal Liability

Shareholders, directors, officers, employees, and members of MedSphere Academy LTD (collectively, “Protected Persons”) are NOT personally liable for, and healthcare professionals and other users explicitly agree that they WILL NOT and CANNOT pursue Protected Persons personally for, any claims, damages, losses, liabilities, costs, or expenses arising from or related to:

• Course Content Accuracy or Clinical Applicability:
• Alleged errors, inaccuracies, omissions, or deficiencies in Course content, including medical information, clinical guidelines, treatment protocols, diagnostic criteria, or therapeutic recommendations
• Claims that Course content is outdated, incomplete, inconsistent with current medical standards, or not applicable to specific patient populations or clinical scenarios
• Allegations that Course content failed to include critical information, warnings, contraindications, or safety considerations
• Disputes over whether Course content reflects current evidence-based medicine, best practices, or consensus guidelines
• Claims that Course content conflicts with other authoritative sources, clinical practice guidelines, or regulatory requirements
• Allegations that Course content was misleading, confusing, or presented in a manner that could lead to clinical errors
• Healthcare Professionals’ Clinical Decisions or Patient Outcomes:
• Clinical decisions, diagnoses, treatment plans, prescribing decisions, or patient management strategies made by healthcare professionals based on or influenced by Course content
• Patient outcomes, adverse events, complications, injuries, or deaths allegedly resulting from healthcare professionals’ reliance on Course content
• Claims that healthcare professionals misapplied, misinterpreted, or inappropriately relied on Course content in clinical practice
• Allegations that Course content contributed to medical errors, diagnostic errors, treatment errors, medication errors, or other clinical mistakes
• Disputes over the standard of care applicable to healthcare professionals who completed MedSphere Academy courses
• Claims that healthcare professionals’ use of Course content constituted negligence, malpractice, or deviation from accepted professional standards
• Indemnification Claims by Users:
• User demands for indemnification under Section 17.11.8 or any other provision of these Terms
• Claims that the Company (and by extension, Protected Persons) should indemnify users for losses, damages, or liabilities arising from users’ professional practice
• Contribution or apportionment claims seeking to allocate liability between users and Protected Persons
• Claims that Protected Persons should share responsibility for indemnifying users against third-party claims
• Demands that Protected Persons personally guarantee or secure the Company’s indemnification obligations
• Claims seeking to hold Protected Persons personally liable for the Company’s failure or inability to satisfy indemnification obligations
• Professional Negligence Claims:
• Allegations that the Company (through its Protected Persons) was professionally negligent in developing, reviewing, approving, or disseminating Course content
• Claims that Protected Persons breached professional duties of care owed to healthcare professionals or their patients
• Allegations that Protected Persons failed to exercise reasonable care, skill, or diligence in ensuring Course content accuracy and clinical applicability
• Claims that Protected Persons should be held to professional standards applicable to healthcare providers, educators, or content developers
• Disputes over whether Protected Persons met industry standards for medical education content development and quality assurance
• Claims that Protected Persons’ conduct fell below the standard expected of reasonable persons in similar circumstances
• Patient Safety Incidents:
• Patient safety events, adverse events, sentinel events, or never events allegedly related to healthcare professionals’ use of Course content
• Claims brought by patients, patient families, or patient representatives alleging harm resulting from Course content deficiencies
• Regulatory investigations or enforcement actions related to patient safety concerns involving Course content
• Allegations that Course content created patient safety risks or contributed to unsafe clinical practices
• Claims that Protected Persons should have foreseen or prevented patient safety incidents through better Course content design, warnings, or disclaimers
• Demands that Protected Persons implement changes to Course content or Company practices to address patient safety concerns
• Regulatory Investigations or Enforcement Actions:
• Investigations by medical licensing boards, professional regulatory bodies, healthcare quality authorities, or other regulatory agencies related to Course content or healthcare professionals’ use of Services
• Enforcement actions, disciplinary proceedings, sanctions, fines, or penalties imposed on healthcare professionals allegedly related to their use of Course content
• Regulatory findings, determinations, or orders related to Course content accuracy, clinical applicability, or compliance with professional standards
• Claims that Protected Persons should be subject to regulatory oversight, investigation, or enforcement action in their personal capacity
• Demands that Protected Persons appear before regulatory bodies, provide testimony, or produce documents in their personal capacity
• Allegations that Protected Persons violated regulatory requirements, professional standards, or accreditation criteria
• Scope of Protection – All Healthcare-Related Claims

The protection from personal liability set forth in subsection (a) applies to ALL claims, demands, actions, or proceedings related to healthcare professional services, medical education, clinical practice, or patient care, regardless of:

• Legal Theory or Basis of Claim:
• Whether the claim is brought in contract, tort, negligence, strict liability, breach of warranty, misrepresentation, fraud, professional malpractice, or any other legal theory
• Whether the claim alleges direct liability, vicarious liability, derivative liability, or secondary liability
• Whether the claim seeks monetary damages, injunctive relief, declaratory relief, specific performance, or any other form of remedy
• Whether the claim is brought in arbitration, litigation, administrative proceedings, or alternative dispute resolution
• Whether the claim is brought individually or as part of a class action, collective action, or mass tort proceeding
• Severity or Nature of Alleged Harm:
• Whether the alleged harm involves minor injuries, serious injuries, permanent disability, or death
• Whether the alleged harm involves a single patient or multiple patients
• Whether the alleged harm resulted in professional discipline, license suspension or revocation, or criminal prosecution of the healthcare professional
• Whether the alleged harm resulted in significant financial losses, reputational damage, or emotional distress
• Whether the alleged harm attracted media attention, public scrutiny, or regulatory investigation
• Culpability or Fault Allegations:
• Whether the claim alleges that Course content errors were negligent, reckless, or intentional
• Whether the claim alleges that Protected Persons knew or should have known of Course content deficiencies
• Whether the claim alleges that Protected Persons failed to correct known errors or update outdated content
• Whether the claim alleges that Protected Persons prioritized profits over patient safety or content accuracy
• Whether the claim alleges that Protected Persons ignored warnings, complaints, or feedback about Course content problems
• Amount of Damages Claimed:
• Whether the damages claimed are nominal, substantial, or catastrophic
• Whether the damages exceed the Company’s assets, insurance coverage, or ability to pay
• Whether the damages include punitive damages, exemplary damages, or statutory damages
• Whether the damages include economic losses, non-economic losses, or both
• Whether multiple claimants are seeking damages that collectively exceed the Company’s resources
• No Personal Guarantees or Undertakings

Protected Persons have NOT provided and WILL NOT provide any personal guarantees, undertakings, representations, warranties, or assurances to healthcare professionals or other users regarding:

• The accuracy, completeness, currency, or clinical applicability of Course content
• The suitability of Course content for specific clinical scenarios, patient populations, or practice settings
• The outcomes that healthcare professionals may achieve by using Course content in clinical practice
• The Company’s ability to satisfy indemnification obligations or liability claims
• The adequacy of the Company’s insurance coverage or financial resources to satisfy claims
• Any other matter related to the Services, Course content, or professional practice

Healthcare professionals and other users acknowledge and agree that they have NOT relied on any personal guarantees, undertakings, or assurances from Protected Persons in deciding to use the Services or in applying Course content to professional practice.

17.11.11.3 Indemnification Applies to Company Only

• Company as Sole Indemnification Obligor

The user indemnification obligation set forth in Section 17.11.8 creates a contractual obligation between users and MedSphere Academy LTD as a legal entity. The indemnification obligation applies ONLY to the Company and does NOT extend to, create obligations for, or impose liability on Protected Persons in their personal capacity.

• No Personal Indemnification Obligation: Protected Persons have NO personal obligation to indemnify users for any claims, damages, losses, liabilities, costs, or expenses, including:
• Claims arising from users’ professional practice or clinical decision-making
• Third-party claims brought by patients, patient families, or other persons allegedly harmed by users’ conduct
• Regulatory investigations, enforcement actions, or disciplinary proceedings involving users
• Professional liability claims, malpractice claims, or negligence claims against users
• Claims alleging that users violated professional standards, licensing requirements, or regulatory obligations
• Any other claims for which users seek indemnification under Section 17.11.8 or otherwise
• Company’s Exclusive Responsibility: MedSphere Academy LTD, as a separate legal entity, bears exclusive responsibility for satisfying any indemnification obligations owed to users under these Terms. The Company’s indemnification obligations are satisfied from the Company’s assets, insurance proceeds, and other resources available to the Company entity.
• No Recourse Against Protected Persons: Users CANNOT seek indemnification, contribution, or reimbursement from Protected Persons personally, even if:
• The Company’s assets are insufficient to satisfy indemnification obligations
• The Company is insolvent, in administration, or in liquidation
• The Company’s insurance coverage is inadequate, exhausted, or unavailable
• The Company refuses or fails to honor indemnification obligations
• Users believe that Protected Persons are morally or equitably responsible for indemnification
• Users Cannot Seek Indemnification or Contribution from Shareholders Personally

Healthcare professionals and other users explicitly agree that they WILL NOT and CANNOT:

• Direct Indemnification Claims: Bring indemnification claims directly against Protected Persons in their personal capacity, whether based on:
• These Terms or any other agreement between users and the Company
• Common law indemnification principles or equitable indemnification doctrines
• Statutory indemnification provisions or regulatory requirements
• Implied indemnification obligations or unjust enrichment theories
• Any other legal or equitable basis
• Contribution or Apportionment Claims: Seek contribution, apportionment, or allocation of liability from Protected Persons, including claims that:
• Protected Persons should share responsibility for indemnifying users
• Protected Persons are jointly and severally liable with the Company for indemnification obligations
• Protected Persons should contribute to indemnification payments in proportion to their fault or responsibility
• Protected Persons should reimburse users for amounts the Company failed to pay
• Protected Persons are secondarily liable if the Company cannot satisfy indemnification obligations
• Guarantee or Security Claims: Demand that Protected Persons:
• Personally guarantee the Company’s indemnification obligations
• Provide security, collateral, or assurance for the Company’s indemnification obligations
• Make capital contributions to the Company to fund indemnification payments
• Use personal assets to satisfy the Company’s indemnification obligations
• Waive limited liability protection to enable users to pursue personal assets
• Joinder or Consolidation: Join Protected Persons as parties to indemnification claims, arbitration proceedings, or litigation involving the Company’s indemnification obligations, or seek to consolidate claims against the Company with claims against Protected Persons.
• Indemnification Obligations Limited to Company Assets

Users’ rights to indemnification under Section 17.11.8 are LIMITED to recovery from:

• MedSphere Academy LTD’s cash, cash equivalents, and liquid assets
• The Company’s accounts receivable, revenue, and income
• The Company’s tangible assets (equipment, furniture, inventory, etc.)
• The Company’s intangible assets (intellectual property, goodwill, contracts, etc.)
• The Company’s insurance proceeds (subject to policy terms, conditions, and exclusions)
• Other assets legally owned by or available to MedSphere Academy LTD

Users CANNOT recover indemnification amounts from Protected Persons’ personal assets under any circumstances (except in the narrow circumstances where English law permits piercing the corporate veil, as described in Section 17.1.6).

17.11.11.4 Scope of Professional Practice Immunity

• Comprehensive Immunity for Corporate Decision-Making

Protected Persons are immune from personal liability for all decisions, actions, omissions, and conduct related to the Company’s operations, including:

• Course Content Decisions:
• Decisions regarding which topics, subjects, or clinical areas to cover in Courses
• Decisions regarding the depth, breadth, and level of detail of Course content
• Decisions regarding the format, structure, and presentation of Course content
• Selection of authors, subject matter experts, reviewers, or contributors for Course content
• Approval or rejection of proposed Course content, revisions, or updates
• Decisions regarding when to update, revise, or retire Course content
• Prioritization of Course development, content updates, or quality improvement initiatives
• Quality Assurance and Content Review Procedures:
• Design and implementation of quality assurance processes for Course content development
• Establishment of content review procedures, peer review processes, or editorial oversight mechanisms
• Selection of reviewers, editors, or quality assurance personnel
• Decisions regarding the frequency, scope, and rigor of content reviews
• Approval of quality assurance standards, benchmarks, or performance metrics
• Allocation of resources to quality assurance, content review, or editorial functions
• Decisions regarding whether specific content meets quality standards or requires revision
• Clinical Warnings, Disclaimers, and Liability Limitations:
• Drafting, approval, and placement of clinical warnings, disclaimers, and cautionary statements
• Decisions regarding the scope, specificity, and prominence of warnings and disclaimers
• Determination of which risks, limitations, or contraindications to disclose
• Decisions regarding the language, tone, and format of warnings and disclaimers
• Placement of liability limitations, indemnification provisions, and other protective clauses in these Terms
• Decisions regarding the enforceability, scope, and application of liability limitations
• Revisions or updates to warnings, disclaimers, or liability limitations over time
• Business and Operational Decisions:
• Decisions regarding pricing, subscription models, and revenue strategies
• Allocation of resources among Course development, marketing, technology, and other functions
• Hiring, supervision, and termination of employees, contractors, and service providers
• Selection of technology platforms, vendors, and service providers
• Decisions regarding geographic expansion, market entry, or service offerings
• Capital allocation, investment, and financing decisions
• Strategic planning, business development, and competitive positioning
• Immunity Applies Regardless of Outcome

Protected Persons’ immunity from personal liability applies regardless of whether:

• Decisions Were Correct or Optimal:
• The decisions, in hindsight, were correct, optimal, or in the best interests of users or patients
• Alternative decisions would have produced better outcomes or avoided harm
• Experts, regulators, or courts subsequently determine that different decisions should have been made
• The decisions were based on incomplete information, erroneous assumptions, or flawed analysis
• The decisions reflected poor judgment, inadequate deliberation, or insufficient expertise
• Harm or Damage Resulted:
• Users, patients, or third parties suffered harm, injury, or damage as a result of the decisions
• The harm was foreseeable, preventable, or avoidable
• The harm was severe, permanent, or catastrophic
• Multiple persons were harmed or affected
• The harm resulted in regulatory action, media attention, or public controversy
• Standards Were Met:
• The decisions complied with industry standards, professional guidelines, or regulatory requirements
• The decisions reflected best practices or state-of-the-art approaches
• The decisions were consistent with how other companies or professionals would have acted
• The decisions met users’ expectations or contractual requirements
• The decisions satisfied quality assurance standards or accreditation criteria
• Business Judgment Rule Protection

Protected Persons benefit from the business judgment rule, a fundamental principle of English company law that protects directors and officers from personal liability for business decisions made in good faith, with reasonable care, and in the honest belief that the decisions were in the Company’s best interests. Under the business judgment rule:

• Presumption of Propriety: There is a strong presumption that Protected Persons acted properly, in good faith, and in the Company’s best interests when making business decisions related to Course content, quality assurance, warnings, disclaimers, or other operational matters.
• No Second-Guessing: Courts, arbitrators, regulators, and users CANNOT second-guess Protected Persons’ business decisions or substitute their judgment for that of Protected Persons, even if the decisions, in hindsight, appear unwise or suboptimal.
• Limited Exceptions: The business judgment rule protection is lost ONLY in exceptional circumstances involving:
• Fraud, intentional misconduct, or criminal conduct by Protected Persons
• Gross negligence or reckless disregard for the Company’s interests or legal obligations
• Conflicts of interest where Protected Persons personally benefited at the Company’s or users’ expense
• Decisions made in bad faith or for improper purposes

Ordinary negligence, poor judgment, or mistakes do NOT overcome business judgment rule protection.

17.11.11.5 Healthcare Professionals Cannot Pursue Shareholders

• Explicit Prohibition on Personal Claims Against Protected Persons

Healthcare professionals, patients, patient representatives, and all other persons explicitly agree that they WILL NOT and CANNOT:

• Sue Shareholders Personally for Clinical Errors:
• Bring lawsuits, arbitration claims, or other legal proceedings against Protected Persons personally alleging that Course content contained clinical errors, inaccuracies, or deficiencies
• Name Protected Persons as defendants, respondents, or co-respondents in actions alleging Course content defects
• Seek personal judgments, awards, or orders against Protected Persons for damages arising from alleged Course content errors
• Pursue Protected Persons personally for contribution, indemnification, or reimbursement related to Course content claims
• Attempt to enforce judgments or awards against the Company by pursuing Protected Persons’ personal assets
• Seek Personal Guarantees for Content Accuracy:
• Demand that Protected Persons personally guarantee the accuracy, completeness, or clinical applicability of Course content
• Request that Protected Persons provide personal assurances, representations, or warranties regarding Course content
• Condition use of Services on Protected Persons’ personal guarantees or undertakings
• Seek to hold Protected Persons personally liable for breach of warranty or misrepresentation claims related to Course content
• Argue that Protected Persons’ involvement in Course development creates personal liability for content defects
• Pursue Shareholders for Malpractice Damages:
• Seek to recover damages from Protected Persons personally for malpractice claims, professional negligence claims, or patient injury claims allegedly arising from Course content
• Name Protected Persons as additional defendants in malpractice litigation involving healthcare professionals who used Course content
• Seek contribution or indemnification from Protected Persons for malpractice settlements or judgments
• Argue that Protected Persons should share liability for malpractice claims because they developed or approved Course content
• Pursue Protected Persons’ personal assets to satisfy malpractice judgments against healthcare professionals
• Name Shareholders as Defendants:
• Include Protected Persons as named defendants, respondents, or parties in any legal proceeding, arbitration, or administrative action related to Course content, professional practice, or patient care
• Join Protected Persons as additional parties to existing proceedings against the Company
• Seek to consolidate claims against the Company with claims against Protected Persons
• File separate actions against Protected Persons related to the same facts, circumstances, or Course content at issue in actions against the Company
• Attempt to circumvent the prohibition on naming Protected Persons by using creative pleading, alternative theories, or procedural mechanisms
• Pursue Pierce-the-Corporate-Veil Claims:
• Bring claims seeking to pierce the corporate veil, disregard the Company’s separate legal personality, or hold Protected Persons personally liable for the Company’s obligations
• Argue that the Company is an alter ego, instrumentality, or mere façade for Protected Persons
• Allege that Protected Persons used the corporate form to perpetrate fraud, evade obligations, or achieve unjust results
• Seek to hold Protected Persons personally liable on theories of veil-piercing, alter ego liability, or enterprise liability
• Pursue Protected Persons personally based on allegations that they dominated, controlled, or manipulated the Company
• Consequences of Prohibited Pursuit

If a healthcare professional or other person violates the prohibitions in subsection (a) by pursuing Protected Persons personally:

• Immediate Dismissal: Any claims, actions, or proceedings brought against Protected Persons in violation of this Section shall be dismissed immediately for lack of jurisdiction, failure to state a claim, or violation of these Terms.
• Cost and Fee Shifting: The person who violated the prohibition may be liable for:
• Protected Persons’ reasonable attorneys’ fees and costs incurred in defending against the improper claims
• The Company’s attorneys’ fees and costs incurred in enforcing this Section
• Sanctions, penalties, or other remedies imposed by courts, arbitrators, or regulatory bodies for frivolous or bad-faith conduct
• Damages suffered by Protected Persons as a result of the improper claims, including reputational harm, emotional distress, and lost time
• Termination of Services: The Company may immediately terminate the user’s subscription, access to Services, and these Terms for material breach.
• Preclusion of Future Claims: The user may be precluded from bringing any future claims against the Company related to the same facts, circumstances, or Course content.
• Reporting to Regulatory Bodies: The Company may report the user’s conduct to relevant licensing boards, professional organizations, or regulatory authorities as evidence of unprofessional conduct, abuse of process, or violation of professional ethics.

17.11.11.6 Professional Responsibility Remains Company’s

• Company’s Continuing Obligations

The limitation on Protected Persons’ personal liability does NOT diminish, limit, or affect MedSphere Academy LTD’s obligations and responsibilities as a legal entity. The Company retains full responsibility for:

• Ensuring Course Content Accuracy and Currency:
• Developing Course content that is accurate, evidence-based, and consistent with current medical knowledge and clinical practice standards
• Regularly reviewing and updating Course content to reflect advances in medical science, changes in clinical guidelines, and new evidence
• Correcting errors, inaccuracies, or outdated information in Course content promptly upon discovery
• Ensuring that Course content is presented clearly, comprehensively, and in a manner that minimizes risk of misinterpretation or misapplication
• Providing appropriate context, limitations, and qualifications for Course content to guide healthcare professionals’ use
• Implementing Quality Assurance Processes:
• Establishing and maintaining robust quality assurance processes for Course content development, review, and approval
• Engaging qualified subject matter experts, reviewers, and editors to ensure content accuracy and clinical applicability
• Conducting peer review, editorial oversight, and quality checks before publishing Course content
• Monitoring user feedback, complaints, and error reports to identify content deficiencies
• Implementing continuous improvement processes to enhance content quality over time
• Documenting quality assurance activities and maintaining records of content review and approval
• Disclosing Known Errors or Limitations:
• Promptly disclosing known errors, inaccuracies, or limitations in Course content to users
• Providing clear, prominent, and timely notifications of content corrections, updates, or revisions
• Maintaining a system for tracking and communicating content changes to users
• Ensuring that users are aware of any circumstances where Course content may not be applicable or may require modification for specific clinical scenarios
• Disclosing conflicts of interest, funding sources, or other factors that may affect content objectivity or credibility
• Providing Appropriate Disclaimers and Warnings:
• Including clear, prominent, and comprehensive disclaimers regarding the limitations of Course content and the need for independent professional judgment
• Providing specific warnings about high-risk clinical scenarios, contraindications, or situations where Course content may not apply
• Ensuring that disclaimers and warnings are presented in a manner that users are likely to read, understand, and heed
• Updating disclaimers and warnings as new risks, limitations, or concerns are identified
• Ensuring that disclaimers and warnings comply with applicable legal and regulatory requirements
• Complying with Professional Standards and Accreditation Requirements:
• Ensuring that Course content and the Company’s operations comply with applicable professional standards, clinical practice guidelines, and regulatory requirements
• Obtaining and maintaining appropriate accreditation, certification, or approval from relevant professional organizations or regulatory bodies
• Meeting continuing education requirements, CME/CPD standards, and other professional development criteria
• Ensuring that Courses meet the requirements for professional licensure, certification, or credentialing where applicable
• Cooperating with accreditation bodies, professional organizations, and regulatory authorities in audits, reviews, or investigations
• Maintaining Professional Liability Insurance:
• Obtaining and maintaining adequate professional liability insurance (errors and omissions insurance) to cover claims arising from Course content defects, professional negligence, or other covered risks
• Ensuring that insurance coverage limits are appropriate for the Company’s operations, user base, and risk profile
• Maintaining insurance coverage in good standing and complying with policy terms and conditions
• Promptly reporting claims, incidents, or circumstances that may give rise to claims to insurers
• Cooperating with insurers in the investigation, defense, and resolution of claims
• No Diminution of Company Accountability

The protections afforded to Protected Persons under this Section 17.11.11 do NOT:

• Reduce Company Liability: Reduce, limit, or cap the Company’s liability to users for breach of contract, negligence, or other claims (except as expressly provided elsewhere in these Terms).
• Eliminate Company Obligations: Eliminate or diminish the Company’s contractual obligations, professional responsibilities, or regulatory compliance obligations.
• Shield Company from Accountability: Shield the Company from accountability to users, regulators, professional organizations, or other stakeholders for the Company’s conduct, decisions, or performance.
• Prevent Regulatory Action: Prevent regulatory authorities from investigating, sanctioning, or taking enforcement action against the Company for violations of applicable laws, regulations, or professional standards.
• Limit User Rights Against Company: Limit users’ rights to bring claims against the Company, seek remedies from the Company, or enforce the Company’s obligations under these Terms.
• Users’ Recourse Against Company

Healthcare professionals and other users retain full rights to:

• Bring claims against MedSphere Academy LTD for breach of contract, negligence, misrepresentation, or other legal theories
• Seek damages, injunctive relief, or other remedies from the Company (subject to the limitations set forth in these Terms)
• Pursue arbitration or litigation against the Company in accordance with Section 17.2 and Section 17.3
• Report concerns, complaints, or allegations of wrongdoing to regulatory authorities, professional organizations, or accreditation bodies
• Seek indemnification from the Company under Section 17.11.8 (subject to the conditions and limitations set forth therein)
• Terminate their subscriptions and cease using Services if dissatisfied with Course content or the Company’s performance

The limitation on Protected Persons’ personal liability does NOT affect users’ rights against the Company entity.

17.11.11.7 Insurance Covers Company and Professional Liability

• Company’s Professional Liability Insurance

MedSphere Academy LTD maintains professional liability insurance (also known as errors and omissions insurance or E&O insurance) to cover claims arising from:

• Alleged errors, inaccuracies, omissions, or deficiencies in Course content
• Professional negligence in developing, reviewing, or disseminating Course content
• Breach of professional duties or standards in providing educational services
• Misrepresentation or failure to disclose material information about Course content
• Other covered professional services and activities
• Insurance Policy Terms: The Company’s professional liability insurance is subject to:
• Policy limits (maximum amounts the insurer will pay per claim and in the aggregate)
• Deductibles or self-insured retentions (amounts the Company must pay before insurance coverage applies)
• Coverage exclusions (types of claims, damages, or circumstances not covered by the policy)
• Policy conditions (requirements the Company must satisfy to maintain coverage and receive payment)
• Insurer defenses (circumstances where the insurer may deny coverage or refuse to pay claims)
• Insurance as Primary Source of Recovery: For claims covered by the Company’s professional liability insurance, insurance proceeds are the primary source of recovery for users. Users should look first to the Company’s insurance coverage to satisfy claims, rather than pursuing the Company’s other assets or attempting to pursue Protected Persons personally.
• Insurance Limits May Be Insufficient: Users acknowledge and accept that:
• The Company’s insurance coverage limits may be insufficient to satisfy all claims, particularly if multiple claims are brought or if claims involve catastrophic damages
• Insurance coverage may be exhausted by prior claims, leaving insufficient coverage for subsequent claims
• Some claims may not be covered by insurance due to policy exclusions, conditions, or insurer defenses
• Insurers may dispute coverage, deny claims, or litigate coverage issues, delaying or preventing payment

Users assume the risk that insurance proceeds may be insufficient to fully satisfy their claims.

• Insurance Applies to Company Entity Only

The Company’s professional liability insurance:

• Names Company as Insured: Names MedSphere Academy LTD as the insured party. The insurance policy is a contract between the Company and the insurer, providing coverage for the Company’s liabilities.
• Does Not Extend to Protected Persons Personally: Does NOT extend coverage to Protected Persons in their personal capacity (except in limited circumstances where directors and officers are named as additional insureds for claims arising from their corporate roles, which does not create personal liability).
• Does Not Cover Shareholder Personal Assets: Does NOT provide coverage for claims seeking to recover from Protected Persons’ personal assets. Insurance coverage applies only to the Company’s liabilities, not to personal liabilities of Protected Persons.
• Does Not Cover Personal Misconduct: Does NOT cover Protected Persons’ personal fraud, intentional misconduct, criminal conduct, or other acts outside the scope of their corporate roles. Such conduct is typically excluded from professional liability insurance coverage.
• Subject to Policy Terms: Is subject to all terms, conditions, exclusions, and limitations set forth in the insurance policy, which is a private contract between the Company and the insurer and is not part of these Terms.
• Users Cannot Pursue Protected Persons Beyond Insurance

Even if the Company’s insurance coverage is insufficient to satisfy users’ claims, users CANNOT:

• Pursue Protected Persons personally to recover amounts not covered by insurance
• Argue that Protected Persons should have obtained higher insurance coverage limits
• Claim that Protected Persons are personally liable for the shortfall between insurance coverage and actual damages
• Seek to pierce the corporate veil based on alleged inadequacy of insurance coverage
• Demand that Protected Persons contribute personal funds to supplement insurance proceeds

The adequacy of the Company’s insurance coverage is a business decision protected by the business judgment rule and does not create personal liability for Protected Persons.

• Insurance Information Available Upon Request

Users may request information about the Company’s professional liability insurance coverage, including:

• The name of the insurer and policy number
• The policy limits (per claim and aggregate)
• The policy period and renewal status
• General information about coverage scope and exclusions

The Company will provide such information to the extent permitted by the insurance policy and applicable law. However, the Company is not required to disclose confidential or proprietary insurance information, and users’ access to insurance information does not create any rights against the insurer or Protected Persons.

17.11.11.8 Indemnification Claims Against Shareholders Prohibited

• No Direct Indemnification Claims

Healthcare professionals and other users explicitly agree that they WILL NOT bring indemnification claims directly against Protected Persons, including claims:

• Based on These Terms: Alleging that these Terms create indemnification obligations for Protected Persons personally, or that Protected Persons are bound by the indemnification provisions in Section 17.11.8.
• Based on Common Law: Alleging that common law indemnification principles, equitable indemnification doctrines, or implied indemnification obligations require Protected Persons to indemnify users.
• Based on Statutory Provisions: Alleging that statutory indemnification provisions, regulatory requirements, or professional standards require Protected Persons to indemnify users personally.
• Based on Unjust Enrichment: Alleging that Protected Persons have been unjustly enriched by the Company’s operations and should therefore indemnify users for losses arising from Course content defects.
• Based on Moral or Equitable Grounds: Alleging that fairness, equity, or justice requires Protected Persons to indemnify users, even if no legal obligation exists.
• No Contribution or Apportionment Claims

Users CANNOT bring contribution or apportionment claims against Protected Persons, including claims that:

• Shared Responsibility: Protected Persons should share responsibility for indemnifying users because they were involved in developing, approving, or disseminating Course content.
• Joint and Several Liability: Protected Persons are jointly and severally liable with the Company for indemnification obligations.
• Proportionate Liability: Protected Persons should contribute to indemnification payments in proportion to their degree of fault, responsibility, or involvement in the conduct giving rise to the claim.
• Reimbursement: Protected Persons should reimburse users for amounts the Company failed to pay under its indemnification obligations.
• Secondary Liability: Protected Persons are secondarily liable if the Company is unable or unwilling to satisfy indemnification obligations.
• No Guarantee or Security Demands

Users CANNOT demand that Protected Persons:

• Personal Guarantees: Provide personal guarantees for the Company’s indemnification obligations.
• Security or Collateral: Provide security, collateral, letters of credit, bonds, or other assurance for the Company’s indemnification obligations.
• Capital Contributions: Make capital contributions to the Company to fund indemnification payments.
• Asset Transfers: Transfer personal assets to the Company to enable the Company to satisfy indemnification obligations.
• Waiver of Limited Liability: Waive limited liability protection to enable users to pursue Protected Persons’ personal assets.
• Consequences of Prohibited Claims

If a user brings indemnification claims against Protected Persons in violation of this Section:

• Immediate Dismissal: The claims shall be dismissed immediately for lack of privity of contract, lack of legal basis, or violation of these Terms.
• Fee Shifting: The user may be liable for Protected Persons’ reasonable attorneys’ fees and costs incurred in defending against the improper claims.
• Breach of Terms: The user’s conduct constitutes a material breach of these Terms, entitling the Company to terminate the user’s subscription and access to Services.
• Preclusion: The user may be precluded from bringing any indemnification claims against the Company related to the same facts or circumstances.
• Sanctions: Courts, arbitrators, or regulatory bodies may impose sanctions on the user for frivolous, bad-faith, or abusive litigation conduct.

17.11.11.9 Regulatory Proceedings Do Not Extend to Shareholders

• Regulatory Investigations Directed at Company

When regulatory bodies, professional licensing boards, or other governmental authorities investigate allegations related to Course content, professional practice, or patient safety:

• Company as Subject: The investigations are directed at MedSphere Academy LTD as the legal entity providing Services, NOT at Protected Persons in their personal capacity.
• Company’s Regulatory Obligations: The Company has obligations to cooperate with regulatory investigations, produce documents and information, and respond to regulatory inquiries. These obligations belong to the Company entity, not to Protected Persons personally.
• Protected Persons as Witnesses: Protected Persons may be asked to provide testimony, documents, or information as witnesses in regulatory investigations. However, appearing as a witness does not make Protected Persons parties to the investigation or subject them to personal liability.
• Regulatory Findings Against Company: If regulatory authorities make findings, determinations, or conclusions adverse to the Company, such findings apply to the Company entity and do not create personal liability for Protected Persons (absent evidence of personal fraud, misconduct, or violation of law by Protected Persons).
• Shareholders Not Parties to Regulatory Proceedings

Protected Persons are NOT parties to regulatory proceedings, investigations, or enforcement actions unless:

• Personal Involvement in Wrongdoing: Protected Persons are personally involved in fraud, intentional misconduct, criminal conduct, or other wrongdoing that is the subject of the regulatory proceeding.
• Personal Regulatory Violations: Protected Persons personally violated regulatory requirements, licensing standards, or professional obligations in their individual capacity (not in their corporate role).
• Personal Licensing or Certification: The regulatory proceeding involves Protected Persons’ personal professional licenses, certifications, or credentials (e.g., if a Protected Person is a licensed healthcare professional and the proceeding involves their personal practice).

In the absence of such circumstances, Protected Persons are NOT parties to regulatory proceedings and cannot be subjected to regulatory sanctions, fines, or penalties in their personal capacity.

• No Personal Liability for Regulatory Fines or Penalties

If regulatory authorities impose fines, penalties, sanctions, or other enforcement actions on MedSphere Academy LTD:

• Company Pays Fines: The Company is responsible for paying regulatory fines and penalties from the Company’s assets.
• No Personal Obligation: Protected Persons have NO personal obligation to pay regulatory fines or penalties imposed on the Company.
• No Personal Sanctions: Regulatory authorities CANNOT impose personal sanctions on Protected Persons (such as personal fines, license suspensions, or professional discipline) based solely on the Company’s regulatory violations, absent evidence of Protected Persons’ personal involvement in wrongdoing.
• Limited Liability Applies: The principle of limited liability applies to regulatory fines and penalties just as it applies to contractual obligations and tort liabilities. Protected Persons’ personal assets are protected from regulatory enforcement actions against the Company.
• Regulatory Findings Do Not Create Personal Liability

Even if regulatory authorities make findings that:

• The Company violated laws, regulations, or professional standards
• Course content was inaccurate, misleading, or deficient
• The Company’s quality assurance processes were inadequate
• The Company failed to correct known errors or update outdated content
• The Company’s conduct harmed users, patients, or the public

Such findings do NOT create personal liability for Protected Persons. Regulatory findings against the Company are binding on the Company entity but do not pierce the corporate veil or impose personal liability on Protected Persons.

17.11.11.10 Patient Safety Claims

• Shareholder Protection in Patient Safety Context

Even in circumstances involving patient safety concerns, alleged patient harm, or regulatory action on patient safety grounds, Protected Persons remain fully protected from personal liability. The principle of limited liability does NOT have a “patient safety exception.”

• No Personal Liability for Patient Harm: Protected Persons are NOT personally liable for patient injuries, adverse events, or deaths allegedly resulting from healthcare professionals’ reliance on Course content, even if:
• The patient harm was severe, permanent, or catastrophic
• Multiple patients were harmed
• The harm could have been prevented with more accurate or comprehensive Course content
• Regulatory authorities determined that Course content deficiencies contributed to patient harm
• Media coverage or public attention focused on the patient safety incident
• No Personal Liability for Safety Deficiencies: Protected Persons are NOT personally liable for alleged deficiencies in the Company’s patient safety practices, quality assurance processes, or risk management systems, even if:
• Regulatory authorities found that the Company’s safety practices were inadequate
• Industry standards or best practices would have required different safety measures
• The Company failed to implement recommendations from safety experts or regulatory bodies
• The Company prioritized cost savings or efficiency over patient safety measures
• Protected Persons were aware of safety concerns but did not take corrective action
• Users Cannot Compel Changes Through Personal Claims

Users, patients, patient representatives, or regulatory authorities CANNOT pursue Protected Persons personally to compel changes to Course content, Company practices, or safety measures. Specifically, users CANNOT:

• Seek Injunctive Relief Against Protected Persons: Obtain injunctions, court orders, or regulatory orders requiring Protected Persons personally to:
• Revise, update, or correct Course content
• Implement new quality assurance or patient safety measures
• Cease offering certain Courses or Services
• Provide warnings, notifications, or disclosures to users
• Take any other action related to the Company’s operations
• Pursue Personal Mandamus or Declaratory Relief: Seek writs of mandamus, declaratory judgments, or other equitable relief compelling Protected Persons to take action in their personal capacity.
• Demand Personal Oversight or Monitoring: Demand that Protected Persons personally oversee, monitor, or supervise the Company’s operations, quality assurance processes, or patient safety initiatives.
• Seek Personal Accountability: Hold Protected Persons personally accountable for the Company’s decisions, practices, or performance related to patient safety.
• Regulatory Authorities Pursue Company, Not Shareholders

When regulatory authorities investigate or take enforcement action related to patient safety concerns:

• Company as Enforcement Target: Regulatory authorities pursue enforcement actions against MedSphere Academy LTD as the legal entity, NOT against Protected Persons personally.
• Company Subject to Orders: Regulatory orders, consent decrees, corrective action plans, or other enforcement measures are directed at the Company and bind the Company entity, not Protected Persons personally.
• Company Implements Remediation: The Company is responsible for implementing remediation measures, corrective actions, or compliance improvements required by regulatory authorities. Protected Persons are not personally obligated to implement such measures (though they may do so in their corporate roles).
• No Personal Enforcement: Regulatory authorities CANNOT enforce regulatory orders or compliance measures against Protected Persons personally, seize Protected Persons’ personal assets, or impose personal sanctions on Protected Persons (absent evidence of personal wrongdoing).

17.11.11.11 Relationship to Section 17.1.6

• Reinforcement of Comprehensive Protection

This Section 17.11.11 reinforces and applies the comprehensive shareholder protection provisions established in Section 17.1.6 (Limited Liability Company Structure and Shareholder Protection) specifically in the context of healthcare professional claims, clinical content claims, and professional practice disputes.

• Section 17.1.6 Applies Fully: All protections, limitations, and principles set forth in Section 17.1.6 apply fully to healthcare-related claims. Healthcare professionals and other users are bound by all provisions of Section 17.1.6.
• Consistent Interpretation: Section 17.1.6 and Section 17.11.11 shall be interpreted consistently and harmoniously to provide maximum protection to Protected Persons from personal liability.
• No Conflict: There is no conflict between Section 17.1.6 and Section 17.11.11. Both sections work together to ensure that Protected Persons are protected from personal liability in all contexts, including healthcare professional services.
• Cross-References: Users are directed to review Section 17.1.6 in its entirety for a comprehensive understanding of the legal basis, scope, and application of limited liability protection for Protected Persons.
• Section 17.1.6 Controls in Case of Ambiguity

In the event of any ambiguity, inconsistency, or conflict between Section 17.1.6 and Section 17.11.11:

• Section 17.1.6 Prevails: The provisions of Section 17.1.6 shall control and prevail.
• Broader Protection Applies: If Section 17.1.6 provides broader or more comprehensive protection to Protected Persons than Section 17.11.11, the broader protection applies.
• Harmonious Construction: Both sections shall be construed harmoniously to give full effect to the principle of limited liability and to protect Protected Persons from personal liability to the maximum extent permitted by law.
• Cumulative Protections

The protections afforded to Protected Persons under Section 17.1.6 and Section 17.11.11 are cumulative and mutually reinforcing:

• Multiple Bases for Protection: Protected Persons benefit from multiple, overlapping bases for protection from personal liability, including statutory protection (Companies Act 2006), common law protection (Salomon v Salomon), contractual protection (these Terms), and business judgment rule protection.
• No Waiver: The existence of multiple protections does not constitute a waiver of any protection. All protections remain in full force and effect.
• Strongest Protection Applies: If different provisions provide different levels of protection, the strongest protection applies.

17.11.11.12 No Exception for Healthcare Claims

• Limited Liability Has No Healthcare Exception

The principle of limited liability under the Companies Act 2006 and English common law does NOT have special exceptions, carve-outs, or limitations for healthcare-related claims, medical education claims, or professional practice claims.

Protected Persons remain fully protected from personal liability even where:

• Patient Harm Alleged: Claims involve alleged patient harm, patient injuries, adverse events, or patient deaths.
• Professional Negligence Alleged: Claims involve allegations of professional negligence, malpractice, or deviation from professional standards.
• Regulatory Action Taken: Regulatory bodies are investigating, sanctioning, or taking enforcement action against the Company.
• Professional Standards Violated: Claims allege that the Company violated professional standards, clinical practice guidelines, or accreditation requirements.
• Reputational Harm Claimed: Users claim that Course content caused professional losses, damage to professional reputation, or harm to professional standing.
• No “Public Policy” Exception

Courts, arbitrators, and regulatory authorities CANNOT create a “public policy” exception to limited liability based on:

• Patient Safety Concerns: The argument that patient safety, public health, or protection of vulnerable populations requires holding Protected Persons personally liable.
• Severity of Harm: The argument that the severity, permanence, or catastrophic nature of alleged harm justifies piercing the corporate veil.
• Moral Responsibility: The argument that Protected Persons are morally or ethically responsible for harm and should therefore be held personally liable.
• Inadequate Company Resources: The argument that the Company’s assets or insurance coverage are insufficient to compensate victims, necessitating personal liability for Protected Persons.
• Deterrence: The argument that personal liability is necessary to deter future misconduct or ensure compliance with professional standards.

English law does not recognize such public policy exceptions to limited liability. The principle of limited liability is itself a matter of public policy, designed to encourage entrepreneurship, investment, and economic activity.

• Healthcare Claims Treated Like Other Claims

Healthcare-related claims, professional practice claims, and clinical content claims are treated the same as any other commercial claims for purposes of limited liability. Protected Persons’ immunity from personal liability applies equally to:

• Contract claims and tort claims
• Consumer claims and professional claims
• Small claims and catastrophic claims
• Individual claims and class action claims
• Domestic claims and international claims
• Healthcare claims and non-healthcare claims

There is no hierarchy of claims that would justify different treatment of healthcare claims.

17.11.11.13 Survival and Severability

• Survival

The protections afforded to Protected Persons under this Section 17.11.11 survive:

• Termination of Terms: Termination of these Terms, termination of user subscriptions, or cessation of the user’s relationship with the Company.
• Termination of Services: Termination, suspension, or discontinuation of Services in any jurisdiction.
• Corporate Changes: Changes in the Company’s ownership, management, or corporate structure, including mergers, acquisitions, reorganizations, or changes in shareholding.
• Insolvency: The Company’s insolvency, administration, liquidation, or bankruptcy.
• Regulatory Action: Regulatory investigations, enforcement actions, or sanctions against the Company.
• Any Other Event: Any other event, circumstance, or occurrence.

The protections are perpetual and continue indefinitely.

• Severability

If any provision of this Section 17.11.11 is held invalid, unenforceable, illegal, or contrary to law by a court, arbitrator, or regulatory authority:

• Remainder Enforceable: The remainder of Section 17.11.11 remains in full force and effect.
• Section 17.1.6 Unaffected: The invalidity of any provision of Section 17.11.11 does NOT affect the validity or enforceability of Section 17.1.6, which provides independent and comprehensive protection to Protected Persons.
• Statutory Protection Survives: Even if all contractual protections in this Section 17.11.11 were held invalid, Protected Persons would still benefit from statutory protection under the Companies Act 2006 and common law protection under Salomon v Salomon.
• Reformation: If any provision is held invalid, it shall be reformed or modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ intent to protect Protected Persons from personal liability.
• Essential Purpose

The essential purpose of this Section 17.11.11 is to protect Protected Persons from personal liability for healthcare-related claims. If any provision is held invalid in a manner that would undermine this essential purpose, the entire Section shall be interpreted and applied in the manner that best achieves the essential purpose of protecting Protected Persons.

17.11.11 Data Security and Breach Liability

17.11.11.1 Purpose and Scope

This Section 17.11.11 sets forth the Company’s data security obligations, limitations on liability for data security incidents, and the respective responsibilities of the Company and users in maintaining the security of user data and accounts.

17.11.11.2 Company’s Data Security Obligations

• Reasonable Security Measures: The Company maintains commercially reasonable technical and organizational security measures designed to protect user data against unauthorized access, disclosure, alteration, or destruction. These measures are implemented in accordance with:
• UK Data Protection Act 2018 and UK GDPR requirements for data security
• General Data Protection Regulation (GDPR) Article 32 (Security of Processing)
• Egyptian Data Protection Law No. 151 of 2020 Article 4 (Data Security Principles)
• Saudi Personal Data Protection Law (PDPL) Article 20 (Security of Personal Data)
• Industry-standard security frameworks and best practices for online educational platforms
• Specific Security Measures: The Company’s security measures include, but are not limited to:
• Encryption:
• Encryption of data in transit using TLS 1.2 or higher protocols
• Encryption of sensitive data at rest using AES-256 or equivalent encryption standards
• Encrypted backups of user data
• Secure key management procedures
• Access Controls:
• Role-based access control (RBAC) limiting employee access to user data based on job function
• Multi-factor authentication (MFA) for all administrative and privileged accounts
• Regular access reviews and revocation of unnecessary access privileges
• Logging and monitoring of access to user data
• Network Security:
• Firewalls and intrusion detection/prevention systems
• Regular security patching and vulnerability management
• Network segmentation to isolate sensitive systems
• DDoS protection and mitigation measures
• Application Security:
• Secure software development lifecycle (SDLC) practices
• Regular security testing, including penetration testing and vulnerability assessments
• Input validation and output encoding to prevent injection attacks
• Session management and authentication security controls
• Organizational Measures:
• Employee security awareness training
• Background checks for employees with access to user data (where legally permitted)
• Confidentiality agreements with employees and contractors
• Incident response and business continuity plans
• Regular security audits and compliance assessments
• Third-Party Security: The Company conducts reasonable due diligence on third-party service providers (including payment processors, hosting providers, content delivery networks, and other vendors) to ensure they maintain adequate security measures. This includes:
• Reviewing third-party security certifications (e.g., ISO 27001, SOC 2)
• Contractual requirements for third parties to maintain appropriate security measures
• Periodic reviews of third-party security practices
• Monitoring of third-party security incidents and vulnerabilities
• Security Standards Compliance: The Company endeavors to maintain compliance with recognized security standards, which may include:
• ISO/IEC 27001 (Information Security Management)
• SOC 2 Type II (Security, Availability, Confidentiality)
• PCI DSS (for payment card data, where applicable)
• NIST Cybersecurity Framework
• Other industry-recognized security standards
• Limitations on Security Obligations: The Company’s security obligations are limited to implementing and maintaining commercially reasonable security measures. The Company does not guarantee that:
• User data will never be subject to unauthorized access or disclosure
• The Platform will be completely free from security vulnerabilities
• Security measures will prevent all possible security incidents
• Third-party service providers will maintain perfect security

17.11.11.3 Limitation of Liability for Data Breaches

• Liability Cap for Ordinary Negligence: If a data breach occurs as a result of the Company’s ordinary negligence (i.e., failure to exercise reasonable care in maintaining security measures), the Company’s total aggregate liability to all affected users for all claims arising from or related to the data breach is limited to the total amount of subscription fees paid by the affected user(s) in the 12 months immediately preceding the date the breach was discovered.
• Liability for Gross Negligence or Willful Misconduct: If a data breach occurs as a result of the Company’s gross negligence or willful misconduct, the Company’s liability is limited to direct damages actually suffered and proven by the affected user(s). For purposes of this Section:
• Direct Damages Only: The Company is liable only for direct, actual damages that are the natural and probable consequence of the breach, including:
• Documented costs of credit monitoring services (up to 12 months)
• Documented costs of identity theft resolution services
• Documented out-of-pocket expenses directly caused by unauthorized use of the user’s payment information
• Documented costs of replacing compromised credentials or accounts
• Excluded Damages: The Company is NOT liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:
• Lost profits or revenue
• Loss of business opportunities
• Loss of data value or data monetization opportunities
• Reputational harm or damage to goodwill
• Business interruption or downtime
• Emotional distress or mental anguish
• Loss of privacy or dignity
• Costs of notifying third parties
• Costs of regulatory investigations or compliance
• Any damages that are speculative, uncertain, or not directly proven
• Burden of Proof: Users claiming damages for data breaches bear the burden of proving:
• That a data breach occurred
• That the breach was caused by the Company’s negligence, gross negligence, or willful misconduct (as applicable)
• The amount of direct damages actually suffered
• That the damages were directly and proximately caused by the breach
• That the user took reasonable steps to mitigate damages
• No Liability for Excluded Causes: The limitations in this Section 17.11.11.3 apply regardless of the form of action (contract, tort, negligence, strict liability, or otherwise) and even if the Company has been advised of the possibility of such damages.

17.11.11.4 Exclusions from Breach Liability

The Company is NOT liable for data breaches or security incidents caused by or resulting from:

• User Security Practices:
• User’s use of weak, easily guessable, or compromised passwords
• User’s failure to enable multi-factor authentication (MFA) where available
• User’s sharing of account credentials with third parties
• User’s failure to maintain the security of their own devices or networks
• User’s clicking on phishing links or downloading malware
• User’s failure to log out of shared or public devices
• User’s failure to update their contact information for security notifications
• User Credential Compromise:
• Unauthorized access to user accounts resulting from credential stuffing, password reuse, or credential theft from third-party services
• Unauthorized access resulting from user’s disclosure of credentials through social engineering, phishing, or other means
• Unauthorized access by individuals to whom the user voluntarily provided access
• Third-Party Service Provider Breaches:
• Data breaches occurring at third-party service providers (including payment processors, hosting providers, content delivery networks, email service providers, or other vendors), EXCEPT where:
  • The Company failed to conduct reasonable due diligence before engaging the third party
  • The Company failed to require appropriate contractual security obligations from the third party
  • The Company had actual knowledge of material security deficiencies at the third party and failed to take reasonable remedial action
  • The Company failed to monitor the third party for publicly disclosed security incidents affecting similar customers
• Force Majeure Events:
• Data breaches resulting from events beyond the Company’s reasonable control, including natural disasters, acts of war or terrorism, government actions, or other force majeure events as defined in Section 17.13
• Regulatory Compliance Errors:
• Data breaches resulting from the Company’s good faith efforts to comply with conflicting legal or regulatory requirements, where such compliance is addressed under Section 17.13 (Force Majeure for Regulatory Events)
• User-Initiated Disclosures:
• Disclosure of user data that the user voluntarily made public through the Platform (e.g., in discussion forums, public profiles, or shared content)
• Disclosure of user data to third parties at the user’s explicit request or with the user’s consent
• Lawful Disclosures:
• Disclosure of user data pursuant to valid legal process (court orders, subpoenas, regulatory requests) or as required by applicable law
• Disclosure of user data to regulatory authorities, licensing boards, or professional organizations as permitted or required by Section 17.11.10

17.11.11.5 Breach Notification Procedures

• Notification Timeline: In the event of a data breach that affects user personal data, the Company will notify affected users:
• Within 72 hours of discovering the breach, where required by applicable law (including UK GDPR, GDPR, Egyptian Data Protection Law, or Saudi PDPL)
• Within such shorter timeframe as may be required by applicable law in specific jurisdictions
• As soon as reasonably practicable after discovering the breach, taking into account the need to investigate the breach and determine its scope and impact
• Notification Content: Breach notifications will include, to the extent known at the time of notification:
• Description of the nature of the breach, including the categories and approximate number of users affected
• Description of the categories and approximate number of personal data records affected
• Description of the likely consequences of the breach
• Description of the measures taken or proposed to be taken by the Company to address the breach and mitigate its potential adverse effects
• Contact information for the Company’s data protection officer or other point of contact for users to obtain more information
• Advice on protective measures users can take to protect themselves (e.g., changing passwords, monitoring accounts, enabling MFA)
• Contact information for relevant data protection authorities where users can lodge complaints
• Notification Method: Breach notifications will be provided by:
• Email to the user’s registered email address
• Prominent notice on the Platform upon login
• Other means reasonably calculated to reach affected users
• Regulatory Notifications: The Company will also notify relevant data protection authorities as required by applicable law, including:
• UK Information Commissioner’s Office (ICO) for breaches affecting UK users
• Relevant EU/EEA supervisory authorities for breaches affecting EU/EEA users
• Egyptian Data Protection Centre for breaches affecting Egyptian users
• Saudi National Data Management Office (NDMO) for breaches affecting Saudi users
• Other regulatory authorities as required by applicable law

17.11.11.6 No Liability for Regulatory Fines or Penalties

• User’s Regulatory Liability: The Company is NOT liable for any fines, penalties, sanctions, or other regulatory consequences imposed on users as a result of a data breach, including:
• Fines imposed by data protection authorities on users who are data controllers
• Professional discipline or sanctions imposed by licensing boards or professional organizations
• Regulatory investigations or enforcement actions against users
• Costs of regulatory compliance or remediation incurred by users
• Exception for Gross Negligence: The exclusion in subsection (a) does NOT apply where:
• The data breach was caused by the Company’s gross negligence or willful misconduct, AND
• The user can prove that the regulatory fine or penalty was directly and proximately caused by the Company’s gross negligence or willful misconduct, AND
• The user took all reasonable steps to mitigate the regulatory consequences, AND
• The regulatory authority specifically attributed the fine or penalty to the Company’s conduct

Even where this exception applies, the Company’s liability is limited to the direct amount of the regulatory fine or penalty actually paid by the user, and does NOT include:

• Legal fees or costs of regulatory proceedings
• Costs of compliance or remediation
• Reputational harm or business losses
• Any consequential or indirect damages
• Company’s Own Regulatory Liability: Nothing in this Section affects the Company’s own liability for regulatory fines or penalties imposed directly on the Company by data protection authorities. Users have no claim against the Company for such fines or penalties.

17.11.11.7 User Cooperation Requirements

• Prompt Notification of Suspected Breaches: Users must promptly notify the Company if they:
• Suspect unauthorized access to their account
• Become aware of any security vulnerability in the Platform
• Receive suspicious communications purporting to be from the Company
• Become aware that their credentials have been compromised
• Observe unusual account activity or unauthorized changes to their account

Notification should be sent to: \info@medsphere-academy.com or through the Platform’s security reporting mechanism.

• Cooperation in Investigations: Users must reasonably cooperate with the Company’s investigation of security incidents, including:
• Providing information about suspicious activity or unauthorized access
• Preserving evidence of security incidents (e.g., suspicious emails, screenshots)
• Responding to reasonable requests for information from the Company’s security team
• Allowing the Company to access account logs or other relevant information
• Participating in interviews or providing statements as reasonably requested
• Following Security Recommendations: Users must follow the Company’s security recommendations, including:
• Changing passwords immediately upon notification of a breach or suspected compromise
• Enabling multi-factor authentication (MFA) where available and recommended
• Reviewing account activity and reporting any unauthorized transactions or changes
• Monitoring financial accounts for unauthorized activity
• Taking advantage of credit monitoring or identity theft protection services offered by the Company (where applicable)
• Updating contact information to ensure receipt of security notifications
• Mitigation of Damages: Users have a duty to take reasonable steps to mitigate damages resulting from a data breach, including:
• Promptly changing compromised passwords
• Notifying financial institutions of potential payment card compromise
• Placing fraud alerts or credit freezes where appropriate
• Monitoring accounts and credit reports for unauthorized activity
• Taking reasonable steps to prevent further unauthorized access or use of compromised information
• Consequences of Non-Cooperation: Failure to comply with the cooperation requirements in this Section may:
• Limit or bar the user’s ability to recover damages from the Company
• Constitute a breach of these Terms
• Result in suspension or termination of the user’s account
• Increase the user’s own liability for damages resulting from the breach

17.11.11.8 Relationship to Other Terms

• Cumulative Limitations: The limitations of liability in this Section 17.11.11 are cumulative with, and in addition to, the limitations of liability set forth in Section 9 (Limitation of Liability) and other provisions of these Terms.
• Most Protective Provision Applies: Where multiple provisions of these Terms limit the Company’s liability for the same claim or damages, the provision most protective of the Company shall apply.
• Survival: This Section 17.11.11 survives termination of the user’s subscription and these Terms.

17.12 Translation and Localization

17.12.1 Purpose and Scope

This Section 17.12 addresses the translation and localization of these Terms, the Platform, and Course content, and clarifies which language version controls in the event of conflicts.

17.12.2 Official Language

• English as Official Language: These Terms are originally drafted in English. The English language version is the official version for all purposes, including interpretation and dispute resolution.
• Controlling Version: In the event of any conflict, inconsistency, or ambiguity between the English language version and any translated version of these Terms, the English language version shall prevail and control.

17.12.3 Translated Versions

• Availability of Translations: The Company may provide translated versions of these Terms in other languages for the convenience of users, including:
• Arabic (for users in Egypt, Saudi Arabia, and other Arabic-speaking countries)
• Other languages as determined by the Company
• Translation for Convenience Only: Translated versions are provided for convenience only and are not legally binding. Users acknowledge and agree that:
• Translations may not be complete or accurate
• Translations may not reflect the most current version of the Terms
• The Company is not responsible for errors or omissions in translations
• User Responsibility to Review English Version: Users are encouraged to review the English language version of these Terms to ensure full understanding. Users who do not understand English should seek assistance from a qualified translator or legal advisor.

17.12.4 Mandatory Local Language Requirements

• Compliance with Local Language Laws: Some jurisdictions require that consumer contracts be provided in the local language. Where such requirements apply, the Company will provide a translation of these Terms in the required language.
• Consumer Protection Language Requirements: For jurisdictions with mandatory local language requirements:
• Egypt: Arabic translation provided for consumer protection purposes
• Saudi Arabia: Arabic translation provided for consumer protection purposes
• EU/EEA: Translations provided in the language of the consumer’s country of residence where required by consumer protection laws
• Other jurisdictions: Translations provided as required by local law
• Effect of Mandatory Translations:
• Controlling Language for Mandatory Translations: Notwithstanding Section 17.12.2 (which establishes English as the controlling language), where local law requires that a consumer contract be provided in the local language and that such translation is legally controlling, the local language translation shall be the controlling version for disputes involving consumers protected by that local law. This includes:
• Egypt: The Arabic translation is the controlling version for disputes involving Egyptian consumers, and shall prevail over the English version in the event of any conflict or inconsistency.
• Saudi Arabia: The Arabic translation is the controlling version for disputes involving Saudi Arabian consumers, and shall prevail over the English version in the event of any conflict or inconsistency.
• EU/EEA: Where EU consumer protection law requires that a translation in the consumer’s language is controlling, that translation shall prevail over the English version for disputes involving EU/EEA consumers.
• Other Jurisdictions: Where local consumer protection law requires that a translation is legally controlling, that translation shall prevail over the English version for disputes involving consumers protected by that local law.
• Conflict Resolution for Mandatory Translations: In the event of any conflict, inconsistency, or ambiguity between the English version and a mandatory translation:
• The local language version controls for all disputes involving consumers in that jurisdiction;
• The interpretation most favorable to the consumer shall apply, as determined by applicable consumer protection law;
• Courts or arbitrators shall give effect to the mandatory translation in accordance with local consumer protection requirements;
• The Company may not rely on the English version to contradict or limit rights granted to consumers in the mandatory translation.
• Non-Consumer Users: For non-consumer users (including professional users, business users, institutional users, and healthcare professionals using the Services for professional purposes), the English version controls even in jurisdictions with mandatory translation requirements. This includes:
• Healthcare professionals subscribing for continuing education or professional development;
• Businesses or institutions purchasing subscriptions for their employees or members;
• Any user purchasing Services for commercial, business, or professional purposes rather than personal use;
• Any user who does not qualify as a “consumer” under applicable local law.
• Company Responsibility for Translation Accuracy: For mandatory translations required by consumer protection law, the Company:
• Shall ensure that translations are accurate, complete, and consistent with the English version;
• Shall engage qualified professional translators with expertise in legal terminology and the relevant jurisdiction’s consumer protection laws;
• Shall conduct quality assurance reviews of mandatory translations before publication;
• Shall update mandatory translations promptly (within 30 days) when material changes are made to the English version of these Terms;
• Bears full liability for any errors, omissions, or inaccuracies in mandatory translations that adversely affect consumer rights;
• Shall not disclaim responsibility for translation errors in mandatory translations (notwithstanding Section 17.12.2(b));
• Shall maintain records of translation processes, translator qualifications, and quality assurance procedures.
• Material Changes and Translation Updates: When the Company makes material changes to these Terms:
• The Company shall update all mandatory translations (including Arabic translations for Egypt and Saudi Arabia) within 30 days of updating the English version;
• The Company shall notify users in affected jurisdictions of material changes in their local language;
• Users shall have the same notice period and cancellation rights for material changes regardless of which language version they primarily use;
• The effective date of changes for consumers in jurisdictions with mandatory translations shall be the later of: (a) the effective date stated in the English version, or (b) 30 days after the mandatory translation is published;
• Until the mandatory translation is updated, the previous version of the mandatory translation remains controlling for consumer disputes in that jurisdiction.
• Translation Verification: Consumers in jurisdictions with mandatory translation requirements may request:
• Confirmation that the translation they are viewing is the current mandatory translation;
• The date the mandatory translation was last updated;
• Certification that the mandatory translation has been reviewed for accuracy and completeness;
• Identification of any material differences between the English version and the mandatory translation.

The Company shall respond to such requests within 10 business days.

17.12.5 Conflict Resolution Process

• Notification of Conflicts: If a user believes there is a material conflict between the English version and a translated version of these Terms, the user should notify the Company at \accounts-uk@sleek.com.
• Company Review: Upon receiving notification of a conflict, the Company will:
• Review the English and translated versions
• Consult with qualified translators or legal advisors
• Determine whether a material conflict exists
• Update the translation if necessary
• Interim Application: Pending resolution of a conflict:
• For consumer users in jurisdictions with mandatory translation requirements: The version most favorable to the consumer applies
• For all other users: The English version applies

17.12.6 Platform and Course Content Localization

• Platform Localization: The Company may provide localized versions of the Platform interface in multiple languages. Localized interfaces are provided for convenience and may not be available for all features or in all languages.
• Course Content Language: Course content is provided in the language specified in the Course description. Most Courses are provided in English, but some Courses may be available in other languages.
• Subtitles and Transcripts: The Company may provide subtitles or transcripts for video content in multiple languages. Subtitles and transcripts are provided for convenience and may not be available for all content or in all languages.
• Translation Accuracy Disclaimer: The Company does not warrant the accuracy or completeness of translations, subtitles, or transcripts. Users should not rely solely on translations for critical information.

17.12.7 User-Generated Content Translation

• Discussion Forums and User Content: User-generated content in discussion forums and other interactive features may be in any language. The Company does not translate user-generated content.
• Machine Translation: The Company may provide machine translation tools to help users understand content in other languages. Machine translations are provided for convenience only and may not be accurate.
• User Responsibility: Users are responsible for ensuring that they understand content before relying on it, including by seeking professional translation services if necessary.

17.12.8 Updates to Translations

• Translation Updates: When the Company updates these Terms, the Company will make reasonable efforts to update translated versions in a timely manner. However, there may be a delay between updates to the English version and updates to translated versions.
• Notice of Updates: Users will be notified of updates to these Terms in accordance with Section 14 (Changes to Terms). Notifications may be provided in the user’s preferred language where available.
• Effective Date of Updates: Updates to these Terms take effect on the date specified in the English language version, even if translated versions have not yet been updated.

17.13 Force Majeure for Regulatory Events

17.13.1 Purpose and Scope

This Section 17.13 addresses circumstances where regulatory events beyond the Company’s reasonable control prevent or delay the Company’s performance of its obligations under these Terms.

17.13.2 Definition of Regulatory Force Majeure Events

A “Regulatory Force Majeure Event” is an event or circumstance beyond the Company’s reasonable control that prevents or delays the Company’s performance of its obligations under these Terms, including:

• Changes in Law or Regulation:
• Enactment of new laws or regulations that prohibit or restrict more than 30% of core service functionality (as measured by: (i) number of Courses affected; (ii) number of users unable to access Services; (iii) critical features rendered unavailable; or (iv) geographic markets where Services cannot be provided)
• Changes in law or regulation that make continued operation commercially unfeasible despite reasonable mitigation efforts, defined as circumstances where compliance costs would exceed 200% of projected annual revenue from the affected jurisdiction
• Changes in regulatory interpretation or enforcement that materially affect the Company’s operations and that contradict prior written regulatory guidance or established industry practice
• Court orders or regulatory directives that require the Company to cease or modify operations
• Regulatory Actions:
• Suspension or revocation of licenses or permits required to operate, where the Company has complied with all applicable requirements and the suspension or revocation is not due to the Company’s breach or non-compliance
• Regulatory investigations or enforcement actions that require suspension of operations through formal legal process (e.g., court order, administrative order, regulatory directive)
• Seizure or blocking of Company assets or infrastructure by regulatory authorities pursuant to lawful authority
• Compliance Impossibility:
• Situations where compliance with conflicting laws or regulations in different jurisdictions is impossible, provided that:
  • The Company has documented the specific conflicting requirements in writing;
    
    
  • The Company has sought written guidance from the relevant regulatory authorities in each jurisdiction;
    
    
  • The Company has obtained written legal advice from qualified counsel in each jurisdiction confirming the impossibility of simultaneous compliance;
    
    
  • The Company has explored and documented all reasonable alternative compliance approaches, including but not limited to: geographic service restrictions, feature modifications, user verification procedures, and alternative licensing arrangements; and
    
    
  • The Company has made good faith efforts to engage with regulatory authorities to seek clarification, exemptions, or transitional arrangements.
• Situations where compliance with new laws or regulations is technically or commercially impossible within required timeframes, provided that:
  • The Company has documented the specific technical or commercial barriers to compliance;
    
    
  • The Company has sought extensions or transitional arrangements from regulatory authorities;
    
    
  • The Company has obtained written technical or legal advice confirming the impossibility of timely compliance; and
    
    
  • The impossibility is not due to the Company’s failure to anticipate reasonably foreseeable regulatory requirements or to plan adequately for compliance.
• Third-Party Regulatory Events:
• Regulatory actions against third-party service providers (e.g., payment processors, hosting providers, content delivery networks) that prevent the Company from providing Services, where:
  • The third-party service is essential to Service delivery and no reasonable alternative provider is available;
    
    
  • The regulatory action is not due to the Company’s breach of its agreement with the third party; and
    
    
  • The Company has made documented efforts to identify and engage alternative service providers.
• Changes in third-party terms of service required by regulatory changes that materially affect the Company’s ability to provide Services, where the Company has no reasonable alternative to using the third-party service.
• Explicit Exclusions from Regulatory Force Majeure:

The following circumstances do NOT constitute Regulatory Force Majeure Events:

• Single Regulator Interpretation Changes: Changes in interpretation or guidance by a single regulatory official or agency that contradict prior written guidance from the same authority, unless such change is accompanied by formal enforcement action or legal proceedings;
• Voluntary Business Decisions: Decisions by the Company to exit a market, discontinue Services, or modify operations for business, strategic, or financial reasons unrelated to legal impossibility of compliance;
• Foreseeable Regulatory Requirements: Inability to comply with regulatory requirements that were reasonably foreseeable at the time the Company entered the jurisdiction or commenced operations, including:
• Requirements that were publicly proposed or under consultation when the Company entered the market;
• Requirements that are standard in the industry or jurisdiction;
• Requirements that apply generally to similar businesses operating in the jurisdiction; or
• Requirements for which the Company had reasonable notice (more than 6 months) but failed to implement adequate compliance measures.
• Insufficient Planning or Resources: Inability to comply due to:
• Failure to allocate adequate resources for regulatory compliance;
• Failure to engage qualified legal or regulatory advisors;
• Failure to implement compliance management systems or procedures;
• Failure to monitor regulatory developments in jurisdictions where the Company operates; or
• Failure to plan for reasonably anticipated regulatory changes.
• Economic Hardship Alone: Situations where compliance is technically and legally possible but economically disadvantageous, unless the economic burden meets the threshold specified in subsection (a) above (compliance costs exceeding 200% of projected annual revenue from affected jurisdiction) AND the Company has documented efforts to mitigate costs.
• Routine Regulatory Processes: Routine regulatory processes such as license renewals, periodic inspections, or standard reporting requirements, unless such processes result in unexpected denial, suspension, or revocation of necessary authorizations despite the Company’s good faith compliance.

17.13.3 Effect of Regulatory Force Majeure Events

• Suspension of Performance: During a Regulatory Force Majeure Event, the Company’s obligations under these Terms are suspended only to the extent that performance is prevented or delayed by the event. The Company must continue to perform all obligations that are not affected by the Regulatory Force Majeure Event.
• No Breach: The Company’s failure to perform obligations during a Regulatory Force Majeure Event does not constitute a breach of these Terms, provided that:
  
  
• The Company has satisfied all requirements in Section 17.13.2 for establishing a Regulatory Force Majeure Event;
  
  
• The Company has complied with the notice requirements in Section 17.13.4;
  
  
• The Company has complied with the mitigation requirements in Section 17.13.5; and
  
  
• The Company’s inability to perform is directly caused by the Regulatory Force Majeure Event and not by other factors within the Company’s control.
• No Liability: The Company is not liable for any damages, losses, or consequences resulting from a Regulatory Force Majeure Event, including:
• Loss of access to Services
• Loss of data or content
• Loss of business or professional opportunities
• Consequential or indirect damages

17.13.4 Notice and Communication

This limitation of liability applies only where the Company has satisfied all requirements for establishing a Regulatory Force Majeure Event under Section 17.13.2 and has complied with all obligations under Sections 17.13.4 and 17.13.5.

• Notice to Users: Upon becoming aware of a Regulatory Force Majeure Event, the Company will notify users within 5 business days. Notice will include:
• Detailed description of the Regulatory Force Majeure Event, including specific laws, regulations, or regulatory actions involved
• Specific impact on Services (which Services are affected, which features are unavailable, which jurisdictions are impacted)
• Expected duration (if known) or timeline for assessment
• Steps the Company is taking to mitigate the impact (with specific details)
• User rights during the Regulatory Force Majeure Event (including fee suspension and cancellation rights)
• Contact information for user inquiries
• Documentation Available Upon Request: The Company will make available to affected users (upon written request) redacted copies of:
  
  
• Regulatory correspondence or orders giving rise to the Regulatory Force Majeure Event;
  
  
• Legal advice confirming compliance impossibility (with attorney-client privileged information redacted);
  
  
• Documentation of mitigation efforts undertaken; and
  
  
• Any other documentation reasonably necessary to verify the existence and scope of the Regulatory Force Majeure Event.
• Updates: The Company will provide updates to affected users at least every 14 days on the status of Regulatory Force Majeure Events and the Company’s efforts to resume normal operations. Updates will include:
• Progress on mitigation efforts;
• Any changes in regulatory circumstances;
• Revised estimates of duration; and
• Any changes to user rights or obligations.

17.13.5 Mitigation Efforts

• Mandatory Mitigation Requirements: The Company must undertake the following mitigation efforts before invoking Regulatory Force Majeure:
• Regulatory Engagement:
• Submit written inquiries to relevant regulatory authorities seeking clarification, guidance, or exemptions;
• Document all communications with regulatory authorities, including dates, parties involved, and substance of discussions;
• Request meetings with regulatory officials where appropriate;
• Participate in any regulatory consultation or comment processes;
• Seek transitional arrangements, grace periods, or phased compliance timelines.
• Legal and Regulatory Advice:
• Obtain written legal advice from qualified counsel licensed in the affected jurisdiction(s) regarding:
  • The specific legal requirements at issue;
  • Available compliance options and alternatives;
  • Risks and consequences of various courses of action;
  • Whether compliance is legally or technically impossible;
• Obtain regulatory compliance advice from qualified regulatory consultants or advisors with expertise in the relevant jurisdiction and industry;
• Document all legal and regulatory advice received.
• Alternative Compliance Approaches:
• Explore and document all reasonable alternative approaches to compliance, including but not limited to:
  • Modifying Services or features to comply with requirements;
  • Implementing geographic restrictions or user verification procedures;
  • Obtaining alternative licenses or authorizations;
  • Partnering with local entities or service providers;
  • Implementing technical measures to address regulatory concerns;
  • Restructuring operations or corporate arrangements;
• Document reasons why each alternative approach is inadequate, infeasible, or insufficient.
• Industry Engagement:
• Consult with industry associations, trade groups, or peer companies facing similar regulatory challenges;
• Participate in industry efforts to address regulatory issues;
• Document industry practices and approaches to similar regulatory requirements.
• Cost-Benefit Analysis:
• Prepare documented analysis of compliance costs versus revenue from affected jurisdiction;
• Explore cost reduction measures and efficiency improvements;
• Document why compliance costs are commercially unreasonable (if claiming commercial unfeasibility).
• Commercially Reasonable Efforts Standard: The Company must undertake all mitigation efforts that are commercially reasonable under the circumstances. “Commercially reasonable” means efforts that:
  
  
• Are proportionate to the revenue and strategic importance of the affected jurisdiction or Services;
  
  
• Are consistent with industry standards and practices for similar regulatory challenges;
  
  
• Do not require the Company to violate laws in other jurisdictions or breach contractual obligations;
  
  
• Do not expose the Company to material legal, financial, or reputational risks that are disproportionate to the benefits; and
  
  
• Do not require expenditures exceeding 150% of projected annual revenue from the affected jurisdiction (unless the jurisdiction represents a strategic market for expansion).
• Ongoing Mitigation: During a Regulatory Force Majeure Event, the Company must continue mitigation efforts, including:
• Monitoring regulatory developments for changes that might resolve the event;
• Maintaining communication with regulatory authorities;
• Exploring new compliance approaches as they become available;
• Implementing partial or interim solutions where possible;
• Documenting all ongoing mitigation activities.
• Documentation Requirements: The Company must maintain comprehensive written documentation of all mitigation efforts, including:
• Correspondence with regulatory authorities (dates, parties, substance);
• Legal and regulatory advice received (with appropriate redactions for privilege);
• Alternative compliance approaches considered and reasons for rejection;
• Cost analyses and financial projections;
• Industry consultations and research;
• Timeline of mitigation activities;
• Resources allocated to mitigation efforts.

This documentation must be maintained for at least 3 years and made available (in redacted form) to affected users upon reasonable request.

• Burden of Proof: The Company bears the burden of proving that it has undertaken all required mitigation efforts before invoking Regulatory Force Majeure. Users may challenge the Company’s invocation of Regulatory Force Majeure by requesting documentation under Section 17.13.4(b).

17.13.6 Duration and Termination

• Temporary Suspension: If a Regulatory Force Majeure Event is expected to be temporary (less than 45 days), the Company will suspend affected Services and resume operations when the event is resolved. The Company must provide users with:
  
  
• Estimated timeline for resolution;
  
  
• Regular updates (at least every 14 days) on progress toward resolution;
  
  
• Suspension of subscription fees for the affected Services during the suspension period; and
  
  
• Option to cancel subscription without penalty with pro rata refund.
• Extended Suspension: If a Regulatory Force Majeure Event continues for more than 45 days, either party may terminate the affected user’s subscription by providing written notice to the other party. Upon such termination:
  
  
• Users receive a full pro rata refund of prepaid subscription fees for the period after termination;
  
  
• Users have 30 days to export their data;
  
  
• The Company has no further obligations to the user except as specified in these Terms.
• Early Termination by Company: The Company may elect to terminate Services in an affected jurisdiction before the 45-day threshold if:
  
  
• The Company obtains definitive legal advice that continued operation would violate applicable law and expose the Company to material legal liability;
  
  
• Regulatory authorities issue a formal order requiring immediate cessation of operations;
  
  
• The Company determines, based on documented analysis, that mitigation is impossible and continued suspension serves no purpose; or
  
  
• Continued operation would require the Company to violate laws in other jurisdictions or breach material contractual obligations.

Early termination under this subsection requires:

• At least 14 days’ advance notice to affected users (unless legally prohibited or impossible);
• Detailed explanation of reasons for early termination;
• Documentation supporting the decision (available upon request in redacted form);
• Full pro rata refund of prepaid subscription fees;
• Reasonable assistance to users in exporting data.
• Permanent Impossibility: If a Regulatory Force Majeure Event makes it permanently impossible for the Company to provide Services in a jurisdiction, the Company may terminate Services in that jurisdiction in accordance with Section 17.10.7. “Permanent impossibility” means:
  
  
• The regulatory barrier cannot be resolved through any reasonable compliance approach;
  
  
• The Company has exhausted all mitigation efforts required under Section 17.13.5;
  
  
• The Company has obtained written legal advice confirming permanent impossibility; and
  
  
• The Company has no reasonable expectation that regulatory circumstances will change within 12 months.
• Resumption of Services: If a Regulatory Force Majeure Event is resolved, the Company will:
  
  
• Notify affected users within 5 business days of resolution;
  
  
• Resume Services as soon as technically feasible (typically within 14 days);
  
  
• Extend subscription periods for affected users by the duration of the suspension (or provide pro rata credits);
  
  
• Restore user data and account settings to the extent technically feasible; and
  
  
• Provide reasonable assistance to users in resuming use of Services.review

17.13.7 User Rights During Regulatory Force Majeure Events

• Suspension of Fees: During a Regulatory Force Majeure Event that prevents users from accessing Services:
• Users will not be charged subscription fees for the period of suspension
• If users have prepaid subscription fees, the subscription period will be extended by the duration of the suspension
• Right to Cancel: If a Regulatory Force Majeure Event continues for more than 30 days, users may cancel their subscription without penalty and receive a pro rata refund of any prepaid subscription fees for the period after the cancellation date.
• Data Access: During a Regulatory Force Majeure Event, the Company will make reasonable efforts to allow users to access and export their data, subject to legal and technical constraints.

17.13.8 Examples of Regulatory Force Majeure Events

Examples of events that may constitute Regulatory Force Majeure Events include (but are not limited to):

• A country enacts a law prohibiting foreign companies from providing online educational services
• A regulatory authority orders the Company to cease operations pending an investigation
• A court issues an injunction prohibiting the Company from providing Services in a jurisdiction
• Conflicting data protection laws in different jurisdictions make it impossible to comply with all applicable laws simultaneously
• A payment processor is prohibited by regulatory action from processing payments for the Company
• A hosting provider is required by regulatory action to shut down servers hosting the Platform
• A licensing authority suspends or revokes a license required for the Company to operate

17.13.9 Distinction from Other Force Majeure Events

• General Force Majeure: These Terms may include a general force majeure provision covering events such as natural disasters, wars, or pandemics. Regulatory Force Majeure Events are addressed separately in this Section 17.13.
• Overlap: If an event constitutes both a Regulatory Force Majeure Event and a general force majeure event, this Section 17.13 applies to the extent it provides more specific guidance.

17.13.10 Survival of Obligations

• Surviving Obligations: The following obligations survive during Regulatory Force Majeure Events:
• User obligations to pay fees for Services received before the event
• Confidentiality obligations
• Intellectual property protections
• Indemnification obligations
• Dispute resolution provisions
• Data Protection: The Company will continue to protect user data in accordance with applicable data protection laws during Regulatory Force Majeure Events, to the extent legally and technically feasible.

17.14 Future Jurisdiction Framework

17.14.1 Purpose and Scope

This Section 17.14 establishes a framework for the Company’s expansion into new jurisdictions beyond the current operating jurisdictions (UK, Egypt, Saudi Arabia).

17.14.2 Process for Adding New Jurisdictions

When the Company decides to expand into a new jurisdiction, the Company will:

• Regulatory Assessment:
• Conduct a comprehensive assessment of legal and regulatory requirements in the new jurisdiction
• Identify applicable laws and regulations, including:
  • Consumer protection laws
  • Data protection and privacy laws
  • E-commerce and distance selling laws
  • Tax laws
  • Professional education and licensing laws
  • AML/CTF laws
  • Accessibility laws
  • Any other laws applicable to the Company’s operations
• Compliance Planning:
• Develop a compliance plan for the new jurisdiction
• Determine what modifications to Services, Terms, or operations are necessary
• Identify any licenses, registrations, or permits required
• Assess costs and resources required for compliance
• Implementation:
• Implement necessary compliance measures
• Obtain required licenses, registrations, or permits
• Modify Services, Terms, or operations as necessary
• Train staff on jurisdiction-specific requirements
• User Notification:
• Notify users in the new jurisdiction of the Company’s entry into the market
• Provide jurisdiction-specific terms or addenda if necessary
• Inform users of their rights under local law

17.14.3 Equivalent Protection Commitment

• Commitment to Equivalent Protections: When the Company enters a new jurisdiction, the Company commits to providing users in that jurisdiction with protections equivalent to those provided to users in Tier 1-4 jurisdictions (as defined in Section 17.4), including:
• Consumer protection rights
• Data protection and privacy rights
• Dispute resolution mechanisms
• Accessibility accommodations
• Transparency and disclosure
• Adaptation to Local Law: Equivalent protections will be adapted to comply with local law and to reflect local legal concepts and terminology.
• Minimum Standards: The Company will not enter a jurisdiction where local law would require the Company to provide protections materially below the standards provided in current operating jurisdictions, unless:
• The Company can obtain an exemption or waiver
• The Company can structure operations to comply with higher standards
• Users in the jurisdiction explicitly consent to lower standards

17.14.4 Jurisdiction-Specific Requirements Appendix

• Appendix Structure: The Company will maintain an appendix to these Terms (the “Jurisdiction-Specific Requirements Appendix”) that sets forth jurisdiction-specific requirements for each jurisdiction where the Company operates.
• Appendix Content: For each jurisdiction, the appendix will include:
• Summary of key legal and regulatory requirements
• Jurisdiction-specific terms or modifications to these Terms
• Consumer protection rights specific to the jurisdiction
• Data protection and privacy rights specific to the jurisdiction
• Dispute resolution mechanisms available in the jurisdiction
• Contact information for local regulatory authorities
• Any other information relevant to users in the jurisdiction
• Incorporation by Reference: The Jurisdiction-Specific Requirements Appendix is incorporated into these Terms by reference. Users should review the appendix for information specific to their jurisdiction.
• Updates to Appendix: The Company may update the Jurisdiction-Specific Requirements Appendix from time to time to reflect changes in law or the Company’s operations. Updates to the appendix will be effective upon posting, except where notice is required by law.
• Access to Appendix: The Jurisdiction-Specific Requirements Appendix is available at \https://www.medsphere-academy.com/governing-law and will be provided to users upon request.

17.14.5 Scalability and Tiered Compliance

• Tiered Compliance Framework: The Company uses a tiered compliance framework to manage regulatory requirements across multiple jurisdictions:
• Tier 1 (Core Requirements): Fundamental requirements that apply in all jurisdictions (e.g., basic consumer protection, data security, honest business practices)
• Tier 2 (Enhanced Consumer Protection): Enhanced consumer protection requirements in jurisdictions with strong consumer protection laws (e.g., UK, EU/EEA)
• Tier 3 (Data Protection): Comprehensive data protection requirements in jurisdictions with strict data protection laws (e.g., UK, EU/EEA under GDPR)
• Tier 4 (Sector-Specific): Sector-specific requirements for healthcare education, professional licensing, continuing education accreditation
• Tier 5 (Jurisdiction-Specific): Unique requirements specific to individual jurisdictions (e.g., language requirements, local licensing, cultural considerations)
• Scalable Implementation: As the Company enters new jurisdictions, the Company will:
• Assess which tiers apply in the new jurisdiction
• Implement compliance measures for applicable tiers
• Document jurisdiction-specific requirements in the Jurisdiction-Specific Requirements Appendix
• Efficiency and Consistency: The tiered framework allows the Company to:
• Maintain consistency in core protections across all jurisdictions
• Efficiently scale compliance as the Company enters new jurisdictions
• Adapt to jurisdiction-specific requirements without rebuilding compliance infrastructure

17.14.6 User Notification of New Jurisdictions

• Advance Notice: Where feasible, the Company will provide advance notice to users before entering a new jurisdiction, particularly if the entry affects existing users (e.g., if the Company will begin processing data in the new jurisdiction).
• Notice Content: Notice of entry into a new jurisdiction will include:
• Name of the new jurisdiction
• Expected date of entry
• How the entry affects users (if applicable)
• Summary of key legal protections in the new jurisdiction
• Link to the Jurisdiction-Specific Requirements Appendix
• Opt-Out Rights: If entry into a new jurisdiction materially affects existing users’ rights or the Company’s data processing practices, users will be given an opportunity to opt out or object in accordance with applicable law.

17.14.7 Regulatory Cooperation and Engagement

• Engagement with Regulators: When entering a new jurisdiction, the Company will engage with relevant regulatory authorities to:
• Understand regulatory expectations
• Seek guidance on compliance requirements
• Establish cooperative relationships
• Participate in regulatory consultations or industry initiatives
• Industry Participation: The Company will participate in industry associations and initiatives in new jurisdictions to:
• Stay informed of regulatory developments
• Contribute to development of industry standards
• Collaborate with other companies on compliance challenges

17.14.8 Monitoring and Review

• Ongoing Monitoring: The Company will continuously monitor legal and regulatory developments in all jurisdictions where it operates, including new jurisdictions.
• Periodic Review: The Company will periodically review its compliance in each jurisdiction to ensure ongoing compliance with applicable laws and regulations.
• Adaptation: The Company will adapt its operations, Services, and Terms as necessary to maintain compliance in all jurisdictions.

17.14.9 Limitations on Expansion

• Selective Expansion: The Company will selectively enter new jurisdictions based on:
• Market opportunity
• Regulatory feasibility
• Compliance costs
• Strategic fit
• Right to Decline: The Company reserves the right to decline to enter or to exit jurisdictions where:
• Regulatory requirements are incompatible with the Company’s business model
• Compliance costs are prohibitive
• Legal or political risks are unacceptable
• The Company cannot provide adequate protections to users

17.14.10 Future-Proofing

• Flexibility: This Section 17.14 is designed to provide flexibility for the Company to expand into new jurisdictions as opportunities arise and market conditions evolve. The framework established herein allows MedSphere Academy to respond dynamically to:
• Emerging markets where demand for medical education services is growing
• Technological advancements that enable service delivery in previously inaccessible regions
• Changes in international trade agreements or regulatory harmonization efforts that facilitate cross-border service provision
• Strategic partnerships or collaborations that create opportunities for geographic expansion
• User demand and requests for Services in specific jurisdictions

This flexibility ensures that the Company can capitalize on growth opportunities while maintaining its commitment to legal compliance, user protection, and service quality across all jurisdictions.

• Scalability and Legal Flexibility: The Future Jurisdiction Framework is specifically designed to be scalable and legally adaptable, enabling MedSphere Academy to enter new markets efficiently while maintaining robust compliance standards. This scalability is achieved through:
• Modular Compliance Architecture: The Company has developed a modular approach to regulatory compliance that allows jurisdiction-specific requirements to be integrated into the existing compliance framework without disrupting operations in other jurisdictions. This architecture includes standardized processes for legal review, risk assessment, and compliance implementation that can be replicated across multiple jurisdictions.
• Technology-Enabled Compliance: The Company leverages technology platforms and automated systems to manage multi-jurisdictional compliance requirements, including geo-location services, automated tax calculation and collection, jurisdiction-specific content filtering, and compliance monitoring dashboards. These technological capabilities enable the Company to scale operations across numerous jurisdictions without proportional increases in compliance costs or administrative burden.
• Legal Resource Allocation: The Company maintains relationships with legal counsel and compliance advisors in multiple jurisdictions and can rapidly engage additional legal resources as needed for new market entry. This network of legal expertise ensures that the Company can obtain timely, accurate, and jurisdiction-specific legal advice to support expansion decisions and compliance implementation.
• Flexible Service Delivery Models: The Company’s service delivery model is designed to accommodate different regulatory environments, including direct-to-consumer models, institutional partnerships, licensing arrangements, and hybrid approaches. This flexibility allows the Company to select the most appropriate service delivery model for each jurisdiction based on regulatory requirements, market conditions, and strategic considerations.
• Phased Market Entry: The Company employs a phased approach to entering new jurisdictions, beginning with pilot programs or limited launches that allow for testing of compliance systems, assessment of market demand, and refinement of operational processes before full-scale market entry. This phased approach minimizes risk and ensures that the Company can deliver high-quality Services that meet local requirements.
• User Protection Across Expansion: MedSphere Academy is committed to ensuring that geographic expansion does not diminish user rights, protections, or service quality. As the Company enters new jurisdictions, it will maintain and enhance user protections through:
• Consistent Core Standards: Regardless of jurisdiction, all users will benefit from the Company’s core commitments to content quality, data security, privacy protection, customer support, and ethical business practices. These core standards represent the minimum level of protection afforded to all users and will not be compromised to facilitate market entry.
• Enhanced Local Protections: In jurisdictions where local laws provide greater protections to users than these Terms, the Company will comply with such enhanced protections. Users in those jurisdictions will benefit from the higher standard of protection, ensuring that expansion results in improved user rights rather than diminished protections.
• Transparent Communication: The Company will clearly communicate to users in new jurisdictions what rights and protections apply to them, including any jurisdiction-specific terms, limitations, or requirements. Users will have access to localized information about their rights, complaint procedures, and dispute resolution options.
• Accessible Support: The Company will provide customer support that is accessible and responsive to users in all jurisdictions, including support in local languages where feasible and appropriate. Users will have clear channels for raising concerns, requesting assistance, and resolving disputes.
• Data Protection Commitments: The Company will maintain robust data protection practices across all jurisdictions, complying with applicable data protection laws and implementing technical and organizational measures to protect user data. Users can be confident that their personal information will be handled securely and in accordance with applicable legal requirements regardless of their location.
• Non-Discrimination: The Company will not discriminate against users based on their geographic location, nationality, or jurisdiction of residence (except where required by law or necessary to comply with sanctions, export controls, or other legal restrictions). All users will have equal access to Services, support, and protections.
• Commitment Statement: MedSphere Academy LTD is committed to operating as a responsible global provider of medical education services, maintaining the highest standards of legal compliance, ethical conduct, and user protection across all jurisdictions where it operates. This commitment extends to:

Legal Compliance: The Company will comply with all applicable laws, regulations, and professional standards in every jurisdiction where it provides Services, investing the necessary resources in legal review, compliance systems, and ongoing monitoring to ensure adherence to local requirements.

User-Centric Approach: The Company places users at the center of its expansion strategy, ensuring that entry into new markets is driven by the goal of serving healthcare professionals’ educational needs while protecting their rights, data, and interests.

Continuous Improvement: The Company is committed to continuously improving its compliance framework, user protections, and service quality as it expands into new jurisdictions, learning from experience and adapting to evolving legal and regulatory landscapes.

Transparency and Accountability: The Company will operate transparently, providing users with clear information about their rights and the Company’s obligations, and holding itself accountable for meeting its commitments through robust internal controls, external audits where appropriate, and responsive complaint handling.

Long-Term Sustainability: The Company’s expansion strategy prioritizes long-term sustainability over short-term growth, ensuring that the Company enters new markets only when it can do so responsibly, compliantly, and with the resources necessary to serve users effectively.

This Future Jurisdiction Framework reflects MedSphere Academy’s vision of becoming a trusted global partner for healthcare professionals seeking high-quality continuing education, delivered with integrity, compliance, and respect for local laws and user rights in every jurisdiction served.

CONCLUSION

These Terms and Conditions, including all provisions related to Governing Law and Jurisdiction set forth in Section 17, are effective immediately upon user acceptance and shall remain in full force and effect for the duration of the user’s relationship with MedSphere Academy LTD and, where specified, shall survive termination of that relationship.