A clinic–agency contract in medical tourism should settle 18 points before anyone signs: when commission is earned and what a refund does to it, how long the clinic may not deal with your patients without you, who pays for complications and revisions, who controls the patient’s health data and how it crosses borders, what malpractice and complication insurance exists, and how licences and accreditation are kept valid. Six of the 18 are deal-breakers. This page is a working audit: mark each clause as covered or needing work, and the gap report becomes your negotiation agenda. It is a checklist for business negotiations, not legal or medical advice.
Updated: 2026-10-17 · Reading time: 32 min · Guide
Most problems between a health tourism agency and a clinic are not caused by bad faith. They are caused by a contract that never answered the question that later mattered: is commission due if the patient is refunded, who pays for the flight back for a revision, may the clinic treat your patient’s sister without you, who tells the family when something goes wrong at night. This checklist lists those questions — eighteen of them — in the order of the damage they do when they are left open.
It is written for the agency side: facilitators and referral agencies in Europe, the Americas and the Gulf that send patients to clinics abroad. It is equally useful to clinics, because the fastest way for a clinic to win agency partners is a standard contract that already answers all eighteen points. Each clause below comes with four things: why it matters, the red flag to look for, sample wording you can use as a starting point, and the question to put to the clinic.
These six decide whether the partnership is safe to start. Each one protects either your revenue, your patient or your company from a liability you cannot price.
Most agency–clinic disputes start here. A percentage without a base and a trigger is not a commission clause. The contract has to say what the percentage applies to (the treatment invoice net of VAT, or a package that includes hotel and transfers), when commission is earned (on booking, on arrival, or on payment received by the clinic) and when it is paid. It must also say what happens on a full or partial refund — a cancelled operation, a downgraded package — and whether commission is clawed back, kept or offset against the next invoice. Before you negotiate the rate, model what it means per case with the case economics calculator.
The Clinic shall pay the Agency a commission of [__]% of the amounts actually received by the Clinic for treatment of an Introduced Patient, excluding VAT and third-party pass-through costs, within [__] days of receipt. Where the Clinic refunds an Introduced Patient for reasons attributable to the Clinic, commission already paid shall not be reclaimed.
Ask the clinic: On which exact event is my commission earned, on which amount is it calculated, and which refunds would reduce it?
Satisfied patients come back — for a second procedure, a follow-up, or with a relative — and they usually contact the clinic directly. Without a non-circumvention clause the clinic owes you nothing for that return, although your agency paid to acquire the patient. The clause needs a definition of “Introduced Patient” (registered with the clinic in writing, with a date), a protected period, the treatments it covers, and the commission due if the clinic treats that patient directly within the period. It binds the clinic, never the patient: a patient always remains free to choose where to be treated.
For [__] months after an Introduced Patient’s last treatment, the Clinic shall pay the Agency the commission set out in Clause [__] on any treatment it provides to that patient, whether booked through the Agency or directly. A patient is an Introduced Patient if the Agency registered them with the Clinic in writing before the Clinic’s first direct contact with them.
Ask the clinic: How do you record which patients I introduced, and can I see that record at any time?
Every procedure has a complication risk, and some — hair transplants, dental work, cosmetic and bariatric surgery — carry a real chance of a touch-up or revision. The contract must say who decides whether a corrective procedure is medically needed (the treating physician, in writing), what the clinic covers at no cost (the procedure, hospital stay, medication), what it excludes (flights, extra hotel nights, a companion’s costs), and for how long after the original treatment. If your agency sells packages, every uncovered cost lands on you or on your patient — you need to know which before you price. In Turkey, complication insurance is mandatory for surgical and interventional procedures performed in an operating room (2025 regulation, Article 6(1)(c)).
Where the treating physician determines in writing that a corrective procedure is medically indicated within [__] months of the original treatment, the Clinic shall perform it at no charge to the patient, including [hospital stay and medication]. Travel and accommodation for the corrective procedure shall be borne by [__].
Ask the clinic: May I see your written revision policy for each procedure I will refer, and who paid for travel in the last revisions you performed?
You collect medical histories, photos and test results and send them abroad. Health data is a special category under Article 9 of the GDPR and the UK GDPR, special-category personal data under Article 6 of Turkey’s data protection law (KVKK, Law No. 6698), and protected in some form under almost every regime your patients come from. The contract has to state each party’s role. In most referral relationships the agency and the clinic each decide their own purposes and act as independent controllers; a processor agreement under GDPR Article 28 applies only where one side processes data strictly on the other’s instructions. It must also name the legal basis for each transfer — for a sender in the EU or UK and a clinic in a country without an adequacy decision, typically standard contractual clauses.
Each party acts as an independent controller of the personal data, including health data, that it processes in connection with this Agreement. Transfers of patient data from the Agency to the Clinic shall be made under [the standard contractual clauses adopted by Commission Implementing Decision (EU) 2021/914 / another valid mechanism], and each party shall notify the other of a personal data breach affecting an Introduced Patient within [__] hours of becoming aware of it.
Ask the clinic: Which legal mechanism do you use to receive patient data from my country, and who in your clinic is responsible for data protection?
If treatment goes wrong, the patient’s claim is against the clinic and the treating doctor — but your agency’s name is on the booking, and an uninsured clinic is a reputational risk you carry. Ask for evidence of professional liability (malpractice) insurance for the clinic and its physicians: the insurer, the limit per claim, the territorial scope and the expiry date. Inside the EU, Directive 2011/24/EU on patients’ rights in cross-border healthcare requires member states to ensure professional liability insurance or an equivalent guarantee for treatment on their territory (Article 4(2)(d)). Turkey’s 2025 regulation adds mandatory complication insurance for operating-room procedures and set 31 December 2025 as its deadline. Turkey’s Council of State (Danıştay) suspended the obligation on 25 December 2025 and lifted the suspension on 21 May 2026, so it applies again while the annulment case continues (see the USTE notice and Hanyaloğlu & Acar’s analysis).
The Clinic warrants that it and each physician treating an Introduced Patient hold professional liability insurance with a limit of not less than [__] per claim, covering patients resident outside [country], and shall provide current certificates on signature and within [__] days of each renewal.
Ask the clinic: Who is your insurer, what is the limit per claim, and does the policy cover patients who live abroad?
A clinic’s operating licence, its health tourism authorisation and any accreditation (JCI, TÜSKA, ISO) are conditions of the deal, not marketing claims. The contract should list each with its number, issuing body and expiry date, oblige the clinic to tell you within a set number of days if any is suspended, withdrawn or not renewed, and let you terminate immediately if that happens. In Turkey the 2025 regulation requires a health tourism authorisation certificate for clinics (issued by the Ministry of Health) and for intermediaries (issued by USHAŞ), makes it non-transferable, and requires hospitals, medical centres, laboratories and dialysis centres to be accredited by TÜSKA by 31 December 2026 — see our guide to Turkey’s health tourism authorisation certificate. JCI accreditation runs in three-year cycles; check it in JCI’s own directory, not from a logo on a website.
The Clinic declares the licences, authorisations and accreditations listed in Schedule [__] with their numbers and expiry dates, shall keep them valid for the term of this Agreement, and shall notify the Agency in writing within [__] days of any suspension, withdrawal or non-renewal, whereupon the Agency may terminate this Agreement with immediate effect.
Ask the clinic: Which facility exactly holds each certificate, and when does each one expire?
Agencies take part in Health onMESSE free of charge. Register as an agency, post the six critical clauses as a Reverse Pitch, and ask exhibiting clinics to answer them in writing before you book a meeting.
These six rarely kill a partnership on the first day. They erode it case by case: a currency swing, a package that shrank, a cancellation nobody planned for, a family that could not reach anyone at night.
Agencies usually sell in one currency — euro, pound, dollar, dirham, riyal — while the clinic’s costs are in another, such as lira, rupee or peso. The contract must name the invoicing currency, the payment deadline for each flow (deposit, balance, commission), who bears bank and transfer fees, and which exchange rate applies when an amount is converted: the rate on which date, from which published source. Without that, a price agreed in March can be worth noticeably less to one side, or cost noticeably more to the other, by the time the patient travels in June.
All prices and commissions are denominated and payable in [EUR]. Where conversion is required, the reference rate is [the rate published by __] on [the invoice date]. The Clinic shall pay commission within [__] days of the end of the month in which the patient’s payment was received; bank charges are borne by the paying party.
Ask the clinic: In which currency do you invoice, whose exchange rate applies if you convert, and on which day of the month is commission paid?
A quote is worth nothing if the patient arrives to find the price changed or the package smaller than the one sold. The contract should fix how long a written quote stays valid, what the package includes — consultation, tests, the procedure, implants or grafts by brand or count, anaesthesia, hospital nights, medication, follow-up visits — what is excluded, and how an additional, clinically justified procedure found on arrival is priced and approved before it is performed. In Turkey, Article 11 of the 2025 regulation places international health tourism prices under the Ministry’s health tourism price tariff, and Article 12 requires an invoice with an itemised breakdown and unit prices; ask how the clinic’s package maps to both.
A written quotation issued by the Clinic is binding for [__] days and for treatment starting within [__] days of its acceptance. Any additional procedure proposed after the patient’s arrival shall be priced in writing and approved by the patient before it is performed, and the Agency shall be informed the same day.
Ask the clinic: What exactly is in the package, line by line, and for how long is your written quote binding?
Patients cancel — for medical reasons, visa refusals, family events or second thoughts. The contract has to say what happens to deposits paid to the clinic, to hotel and flight costs already committed, and to your commission, depending on when and why the patient cancels. A workable clause separates three cases: the clinic finds the patient medically unsuitable (full refund), the patient cancels with notice (partial refund on a stated scale), and the patient does not show up (deposit kept). It also says whether a rescheduled date keeps the original price.
If the Clinic determines that the patient is medically unsuitable for the planned treatment, all amounts paid for that treatment shall be refunded within [__] days. If the patient cancels more than [__] days before the scheduled date, the Clinic shall refund [__]% of the deposit. A booking moved once with at least [__] days’ notice keeps the quoted price.
Ask the clinic: What happens to the deposit if you decide the patient is not suitable, or if the visa is refused?
The patient’s doctor at home will manage whatever happens after the trip and needs the discharge summary, operative notes, imaging and medication list in a language they can read. The contract should fix which documents are handed over, in which language and format, within how many days of discharge, and who pays for translation. EU law gives patients treated in another member state the right to a written or electronic record of that treatment (Directive 2011/24/EU, Article 4(2)(f)). Turkey’s 2025 regulation (Article 12) requires clinics to provide, on request and free of charge, the list of medicines and consumables used, laboratory and radiology results, and prescriptions.
On discharge the Clinic shall give the patient — and, with the patient’s consent, the Agency — a discharge summary and operative report in [English / the patient’s language], copies of imaging and laboratory results and a medication list, no later than [__] days after discharge and at no charge.
Ask the clinic: In which language is the discharge summary written, and how quickly can my patient’s doctor at home receive it?
A complication at night, a patient who calls a journalist, a family posting reviews from the hospital corridor: the first hours decide the outcome. The contract should name a 24-hour contact on each side, a time limit for the clinic’s first response, who speaks to the patient and the family, who may speak publicly, and how a formal complaint is investigated and answered. Turkey’s 2025 regulation obliges clinics and intermediaries to evaluate complaints and take corrective and preventive action (Article 6(4)); in the EU, providers must have transparent complaint procedures (Directive 2011/24/EU, Article 4(2)(c)). The contract turns those duties into names and hours.
Each party shall name a contact reachable 24 hours a day. The Clinic shall inform the Agency of any clinical incident involving an Introduced Patient within [__] hours and provide a written account within [__] days. Neither party shall make a public statement about an Introduced Patient without prior consultation with the other party and the patient’s consent.
Ask the clinic: Whom do I call at 3 a.m. if my patient is in trouble, and how fast will they answer?
Contracts end — by notice, for breach, or because a licence lapses. Patients already booked, in treatment or inside a revision window must not become collateral. The clause should set notice periods, list grounds for immediate termination (loss of licence or insurance, a serious data protection breach, unpaid commission), confirm that patients already booked are treated on the agreed terms, and state that commission, non-circumvention, confidentiality and data protection survive termination for the periods agreed.
Either party may terminate this Agreement on [__] days’ written notice. Termination does not affect the treatment of patients booked before the termination date, which shall be completed on the agreed terms, nor the Agency’s right to commission for those patients, nor Clauses [__], which survive for the periods stated in them.
Ask the clinic: If we stop working together, what happens to patients already booked and to the commission they generate?
Agencies compare clinic contracts clause by clause. Exhibit at Health onMESSE and bring a standard contract that already answers these 18 questions — it shortens every negotiation that follows. See what exhibitors get on the page for exhibitors.
These six cause the daily friction — a missing interpreter, a hotel unsuited to recovery, a photo used without consent, a dispute nobody knows where to file. Each is cheap to settle before signature and expensive to settle afterwards.
Clinics sometimes ask agencies for exclusivity — all your patients for a given procedure go to them — and agencies ask for it in return: no other agency from your market. Exclusivity can make sense, but only if each side’s obligations are concrete: which country or city, which specialties, for how long, and against what minimum performance. Because many agencies already work with clinics in more than one country, a broad exclusivity clause can also collide with contracts you have signed elsewhere. Exclusivity and non-compete obligations between independent companies are subject to competition law in the EU and elsewhere; have them checked.
For [__] months the Clinic shall not appoint another agency to promote [specialty] to patients resident in [territory], and the Agency shall refer patients seeking [specialty] in [destination country] primarily to the Clinic. Either party may end this exclusivity on [__] days’ notice if [minimum volume / response times] are not met in any quarter.
Ask the clinic: Is the exclusivity mutual, which territory and specialties does it cover, and how does either of us leave it?
Before-and-after photos and testimonials sell medical travel — and they are health data. Using them requires the patient’s specific, informed and documented consent for each channel and purpose, and many countries restrict health advertising further; in Turkey, Article 13 of the April 2025 regulation applies the Regulation on Promotion and Information Activities in Health Services of 12 November 2025 (Official Gazette No. 33075), which repealed the 29 July 2023 text (references to the old text now count as references to the new one). The contract should say who may use whose name, logo, photos and case content, that the clinic warrants consent for everything it supplies, and that material is removed when consent is withdrawn.
The Clinic shall supply patient images or testimonials only with the patient’s documented written consent covering use by the Agency in [channels], and shall notify the Agency within [__] days if consent is withdrawn, whereupon the Agency shall remove the material within [__] days.
Ask the clinic: Can you show me the signed consent form behind each photo or testimonial you give me?
Consent forms, pre-operative instructions and discharge advice only protect anyone if the patient understands them. The contract should say whether the clinic provides a medical interpreter — staff or contracted, in which languages, at which steps: consultation, consent, the day of treatment, discharge — and what a companion may do: stay in the room, at what cost, with which meals. Turkey’s 2025 regulation requires intermediaries to have infrastructure, in-house or through a contracted call centre, to answer calls 24/7 in at least two foreign languages (Article 6(2)(b)) and clinics to run an international patient unit whose duties include interpreting (Article 7(1)).
The Clinic shall provide, at no additional charge, a qualified interpreter in [language] for the initial consultation, the consent process, the day of treatment and discharge. One companion may stay with the patient [in the patient’s room / at the rate in Schedule __].
Ask the clinic: Who will interpret my patient’s consent conversation, and in which languages do you have medical interpreters?
If the airport car does not arrive or the hotel is unsuited to recovery, the patient blames whoever sold the trip. The contract should allocate each leg — airport and clinic transfers, hotel booking and its standard (distance, accessibility, suitability for recovery) — and say what happens when the treatment plan changes the length of stay. In Turkey, intermediaries must arrange accommodation, transport and transfers through licensed travel agencies unless they are one themselves (2025 regulation, Article 6(2)(a)): clarify this when a clinic offers a “free hotel and transfer”. To check a recovery hotel quickly, use the hotel readiness check.
The [Clinic / Agency] is responsible for airport and clinic transfers and for the accommodation listed in Schedule [__], provided through [licensed provider]. If the treating physician extends the stay for medical reasons, the [Clinic] bears the cost of up to [__] additional nights.
Ask the clinic: Who exactly provides the hotel and the transfers, and who pays if the stay has to be extended?
Commission rates, patient pipelines, price sheets and the terms of the contract itself are commercially sensitive for both sides. A confidentiality clause should define what is confidential, exclude what is already public, allow disclosure required by law or a regulator, bind both parties equally, and survive the end of the contract for a stated period. Patient data is protected by data protection law in any case; this clause protects the business terms.
Each party shall keep confidential the terms of this Agreement and any non-public information received from the other party, shall use it only to perform this Agreement, and may disclose it only to its professional advisers or as required by law. This obligation survives termination for [__] years.
Ask the clinic: Does confidentiality bind both of us equally, and for how long after the contract ends?
A contract between an agency in London and a clinic in Istanbul, or between an agency in Dubai and a hospital in Chennai, has to say which country’s law applies and where disputes are decided. Court proceedings abroad are slow and expensive, so many cross-border contracts provide for mediation first and arbitration under a recognised institution second; arbitral awards can be enforced in the more than 170 states that are party to the 1958 New York Convention. Choose a seat and a language you can work in, and keep a simple route for routine commission disputes.
This Agreement is governed by the laws of [__]. The parties shall first try to resolve any dispute through mediation within [__] days; failing that, the dispute shall be finally settled by arbitration under the rules of [institution], seated in [city], in the [English] language.
Ask the clinic: Which law governs, where would we resolve a dispute, and in which language?
On Health onMESSE, agencies join free, receive AI-scored matches with clinics, hotels and service providers, and book meetings during five live days. See how it works for agencies or go straight to the Health onMESSE fair page.
onMESSE’s review of 997 verified health tourism agencies (October 2026) found that between them they serve 85 destination countries and 144 destination cities. An agency works with 2.52 destination countries on average, but the median is one: most agencies use a single destination while a minority spread across many. Of the agencies whose destinations could be identified, 42% — 339 agencies — send patients to two or more countries. Of the 590 agencies that send patients to one of the six hub countries or to a competing destination, 53.6% are based in Europe, 29.3% in the Americas and 17.1% in the Arab region. The six hubs — Turkey, India, Mexico, the United Arab Emirates, Spain and Germany, with 18 cities between them — are the destinations Health onMESSE 2027 covers.
The practical consequence is simple. An agency with clinic partners in two countries negotiates under two legal systems, two currencies and two sets of health tourism rules, while every clinic sends its own template in its own structure. A fixed list of eighteen questions is how you compare those templates like for like — and how a clinic can show, in one document, that it has nothing to hide. For a country-by-country view of where agencies send their patients, read our guide to health tourism hubs in 2027.
United States. HIPAA binds covered entities — health plans, healthcare clearinghouses and providers that conduct standard electronic transactions — and their business associates. A clinic abroad that does none of these is generally outside HIPAA, so HIPAA’s protections do not automatically travel with your patient’s records, and an agency is not automatically a business associate either. Write the protections you need into the contract itself, and check whether state health-privacy laws apply to your agency.
United Kingdom. The UK GDPR and the Data Protection Act 2018 treat health data as special category data. Sending it to a country without UK adequacy regulations needs a transfer mechanism such as the International Data Transfer Agreement or the UK Addendum to the EU standard contractual clauses. Canada. PIPEDA makes the organisation that transfers personal information to a third party — including one abroad — accountable for it, which is why the protection has to be written into the clinic contract.
Use the audit in three passes. First, the six critical clauses: if the clinic cannot close them in writing, stop there. Second, the six high-risk clauses: agree numbers — days, percentages, currencies, hours — rather than intentions. Third, the operational clauses, which are usually settled in one call once the first two passes are done. Keep the audit link with the signed contract and run it again at renewal.
Health onMESSE is built for this conversation. Agencies join free, post what they need as a Reverse Pitch and meet clinics, hotels and service providers during five live days. Clinics that exhibit can bring a standard contract built on these 18 clauses and answer agencies’ questions before the first meeting. Browse the other Health onMESSE guides for the rest of the partnership.
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