AGREEMENT

The PARTIES to this AGREEMENT are :
1.1 OptiClear Network (PROPRIETARY) LIMITED - Registration Number 1999/004886/07

and

1.2 The PARTY stipulated as the PRACTICE in 2 of the Schedule attached to this AGREEMENT as Annexure A

INTERPRETATION

In this AGREEMENT and the annexes to this AGREEMENT
2.1.1 clause headings are for convenience and are not to be used in the interpretation;

unless the context indicates a contrary intention, an expression which denotes any gender shall include the other genders;
any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the EFFECTIVE DATE and as amended or substituted from time to time;
2.1.4 where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day.

2.2 In this AGREEMENT the following expressions bear the meanings assigned to them below and cognate expressions bear corresponding meanings

2.2.1 this/the AGREEMENT the document together with all its annexures, as amended from time to time;

2.2.2 the PRACTICE the PARTY stipulated as the PRACTICE in 2 of the schedule attached to the AGREEMENT as Annexure A;

2.2.3 the PRACTITIONER One or all of the optometrists registered as a member of the Health Professions Council of South Africa and practising under the name and style of the PRACTICE;

2.2.4 OptiClear Network OptiClear Network (PROPRIETARY) LIMITED Registration Number 1999/004886/07 a private company with a share capital duly incorporated in accordance with the Laws applicable in the Republic of South Africa;

2.2.5 OPTICLEAR OPTICLEAR (PROPRIETARY) LIMITED Registration Number 1983/05548/07 a private company being the holding company of OptiClear Network with a share capital duly incorporated in accordance with the Laws applicable in the Republic of South Africa;

2.2.6 the SERVICES the Optometric Care, including the supply of inter alia optical appliances used to correct errors of refraction and enhance vision;

2.2.7 the EFFECTIVE DATE the date upon which this AGREEMENT is signed by both PARTIES;

2.2.8 the PARTIES a collective reference to the PRACTICE and OptiClear Network and means "PARTY" one of them;

2.2.9 DAY any DAY including Saturdays, Sundays and official public holiday of the Republic of South Africa;

2.2.10 the MEMBER any person who is a MEMBER of a SCHEME and is entitled to claim benefits from the SCHEME or on behalf of either the MEMBER or the registered dependants of the MEMBER;

2.2.11 the SCHEME any organisation or entity, including a medical scheme as defined in the Medical Scheme’s Act No 31 of 1998, which may legally assist its MEMBERS with expenditure in the payment or arranging of the cost of SERVICES and care, which are contracted with OPTICLEAR;

2.2.12 the TARIFF the TARIFF and charges for SERVICES rendered in accordance with the fee structure of the South African Optometric Association or such other fee structure as may be adopted by OptiClear Network from time to time;

INTRODUCTION

It is recorded that – the PRACTITIONER shall render SERVICES for and in respect of MEMBERS at the TARIFF ;
OptiClear Network through OPTICLEAR shall, provided the MEMBER is in good standing at the date on which the SERVICE is rendered in terms of the SCHEME’S rules and subject to the terms of this AGREEMENT, guarantee payment to the PRACTITIONER to the maximum amount of the SCHEME’S benefit for the services rendered to the MEMBER of the SCHEME.
The PARTIES accordingly agree as set out herein.
DURATION

This AGREEMENT shall commence on the EFFECTIVE DATE and shall continue indefinitely subject to the following conditions –
either PARTY shall have the right to terminate this AGREEMENT on thirty (30) DAYS written notice ;
notwithstanding anything contained to the contrary, OptiClear Network may summarily cancel this AGREEMENT upon the PRACTICE ceasing or in the case of the PRACTITIONER being debarred from practicing optometry by a Court of Law or the Professional Association to which the PRACTITIONER may belong ;

OptiClear Network, may cancel this AGREEMENT forthwith in cases where the PRACTICE or a PRACTITIONER, as the case may be, is suspected of deviating, in the discretion of OptiClear Network, from the accepted norms of optometric practice.
GUARANTEED PAYMENT

OptiClear Network through OPTICLEAR hereby undertakes to pay to the PRACTICE –
the TARIFF and charges payable by the SCHEME on behalf of the MEMBER to the PRACTICE in respect of SERVICES, provided the MEMBER is in good standing at the date on which the SERVICE is rendered in terms of the SCHEME’S rules and subject to the maximum amount of the SCHEME’S benefit;
within 30 (thirty) DAYS from receipt of a claim submitted by the PRACTICE to OPTICLEAR in the format and manner set out in clause 6;
into the bank account of the PRACTICE of which the particulars are set out in Annexure A. OptiClear Network through OPTICLEAR shall be entitled to recover any amount overpaid in error and in good faith from current payments or in such a manner as mutually agreed upon. DISCOUNT

The PRACTICE and the PRACTITIONER agrees that –
a discount of not less than 15% (fifteen percent) on the lesser of the TARIFF or the amount claimed may be applied by the SCHEME to the extent of the amount guaranteed in respect of frames and lenses, including contact lenses. Such discount may not be deducted from professional fees. If not paid within 30 (thirty) DAYS no discount may be applied. a discount of not less than 15% will be allowed on that portion of the claim that the MEMBER is liable to pay with regard to SERVICES and which contribution is paid by the MEMBER direct to the PRACTICE on the date of invoice or on receipt of spectacles or contact lenses.
CLAIM PROCEDURE

The PRACTICE shall ensure that all claims are submitted directly to OPTICLEAR at the address as specified from time to time by OPTICLEAR as soon as practicable after the PRACTITIONER has completed the SERVICE.
The claims shall include the following details –
the name of the PRACTITIONER or the PRACTICE;
the PRACTICE address;
the PRACTICE number;
details of the patient and MEMBER to include the following
first name and surname of the MEMBER and the patient as well as the membership number of the MEMBER as indicated in the proof of membership issued by the SCHEME;
the identity number or date of birth of the patient;
the postal address of the MEMBER;
the date on which the SERVICE was rendered;
the nature and cost of the SERVICES, where applicable, and in particular – the type, size, colour and power of each lens;
the type and power of contact lenses prescribed;
a full description of any other product supplied;
the code number of each tariff item; the model, size, colour and number of any frame supplied and where possible the suppliers name;
the signature of the claim by the MEMBER or his registered dependant and the PRACTITIONER.
7.3 Only one set of spectacles/contact lenses/professional service must be detailed on the claim.
DISPUTE / ARBITRATION

Any dispute between the PARTIES in regard to any matter arising out of the AGREEMENT, or its interpretation, or their respective rights and obligations under it or its cancellation, or any matter arising out of its cancellation, shall constitute a dispute for the purposes of this clause (the DISPUTE) .
Any DISPUTE shall be determined in terms of the provisions of this clause unless the PARTIES to the dispute otherwise agree in writing.
Either PARTY to the DISPUTE may refer to the DISPUTE to an expert for determination, subject to the following :
the expert shall act as an expert and not as an arbitrator;
the expert shall determine the venue for any hearing to be conducted;
the expert shall, in his sole discretion, determine the procedure to be followed in arrising at his determination;
the expert’s determination shall be final and binding and shall be carried into effect and made an order of any competent Court at the instance of either PARTY;
the expert may, in his sole discretion, obtain such professional advice as he deems fit in order to enable him to arrive at his determination;
the PARTIES shall co-operate to the highest degree possible in providing the expert with such information as he may request relative to the matter before him;
the expert shall determine which PARTY shall be liable for his charges; the expert shall be the President or Chairman for the time being (or his nominee) of the Attorneys’ Association, Circle or other local representative body recognised by the Association of Law Societies of South Africa, or its successor, for the area where the registered office of OptiClear Network is located. This clause constitutes an irrevocable consent by the PARTIES to any proceedings in terms thereof. This clause is severable from the rest of this AGREEMENT and shall remain in effect even if this AGREEMENT is terminated for any reason whatsoever.
DOMICILIUM

The PARTIES choose as their respective domicilium citandi et executandi for all purposes of this AGREEMENT the addresses as set out in Annexure A.
Either PARTY shall be entitled to nominate an address in substitution for an address set out in Annexure A at any time by giving the other PARTY hereto 21 (TWENTY-ONE) DAY’S written notice of such change of address.
Any notice to be given in terms hereof shall be given by delivery thereof by hand to the hand delivery address set out in Annexure A, or by posting by registered mail to the address as set out in Annexure A provided for the addressee.
Any notice or letter posted by registered mail to the address set out in Annexure A shall be deemed to have been received within 5 (five) DAYS after the date of posting thereof.
AUDIT

OptiClear Network will be entitled to audit any aspect of this AGREEMENT during normal business hours, but without prior notice, and the PRACTICE and the PRACTITIONER agrees to allow OptiClear Network unrestricted access to all information which OptiClear Network considers relevant for this purpose.
GENERAL

A certificate signed by an officer of OptiClear Network (whose authority it will not be necessary to prove) setting out the amount owing by the PRACTICE to OptiClear Network will be proof of its contents.
This AGREEMENT may not be varied, except in writing, signed by the PARTIES.
Copyright: OptiClear (Pty) Ltd