Terms And Conditions

DEFINITIONS

“Applicable Law” shall mean and include all statutes, law, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any governmental authority or person acting under the authority of any governmental authority and / or of any statutory authority in India and having the force of law, whether in effect on the day this Agreement comes into effect or thereafter as made applicable to the Parties, or to the subject matter of this Agreement, as the case may be;

“Business Days” shall mean any day on which the Company is open for business in India, other than a Sunday and Saturday and any day that is not a holiday in New Delhi under the Negotiable Instruments Act, 1881;

“Company Website” shall mean the website owned and operated by the Company in connection with its business;

“Confidential Information” shall have the meaning ascribed to it in Clause 11.1;

“Credit Facility” shall mean the loan/credit line, being provided by the Lending Partners and availed by the Patients for the MSP Product/Services using the tech-enablement of the Company;

“Effective Date” shall be mentioned in the agreement;

“Fee” shall have the meaning ascribed to it in Clause 7;

“Force Majeure Event” shall mean an objective event arising during or after the Term of this Agreement that is unforeseeable, unavoidable and beyond the control of the Company, including labor disputes, lock-down, epidemic, pandemic, strikes, floods, earthquakes, lightening, severe weather, utility or communication failures for causes not attributed to the company, failure of an Association, failure or delay in receiving electronic data for causes not attributed to the Company, war (whether declared or not), revolution, civil commotion, terrorist act, blockade, embargo, notified disaster under Disaster Management Act, 2005 or any law, regulation, requirement or policy with legal effect of any government or any judicial authority or representative of any such government, acts or omissions of governmental authorities, or any other act, omission or cause whatsoever, whether similar or dissimilar to the foregoing due to which the performance of terms and conditions of this Agreement becomes impossible;

“Lending Partners” shall mean the bank and NBFC partners of the Company which are authorised by the RBI to undertake the business of Lending. ;

“Invoice” shall mean the invoice for the MSP Product/Services raised by the MSP, which may be facilitated by the Company, on the MSP’s letter head to the Patients interested in availing the Credit Facility;

“MSP Platform” shall mean the web-based platform and/or mobile application owned and operated by the MSP in connection with its business;

“MSP Product/Services” shall mean the products and/or services offered through the MSP Platform for which the Patient may avail a Credit Facility from the Lending Partners through the Services offered by the Company;

“Office Premises” shall mean the ordinary place of business of the MSP which the Patients of the MSP visit for the purpose of availing the MSP Product/Services;

“Patient” shall mean and include the people visiting the MSP Platform/Office Premises for availing the MSP Product/Services and are interested in availing the Credit Facility facilitated by the Company;

“Personal Data” shall have the same meaning as ascribed to the terms ‘Personal Information’ and ‘Sensitive Personal Data or Information’ under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (as amended from time to time) and shall include any personally identifiable information of the Patient;

“Quick Response/QR Code” shall mean the QR Code supplied by the Company to the MSP and upon scanning of which the Patient shall be redirected to the Company Website in order to avail the Credit Facility and other payment options;

“Relevant Invoice Amount” shall mean such portion of the Invoice amount raised by the MSP to the Patient for which the Credit Facility is being availed by the Patient;

“Security Breach” shall refer to any unauthorized access, use, disclosure, damage or destruction of the MSP Platform and/or any data on the MSP Platform and shall include but not be limited to any viruses or other alien computer programming having been transmitted to the MSP Platform, that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any part of the system or data on the MSP Platform.

“Services” shall include the credit facilitation services provided by the Company to connect the Patients and Lending Partner in order for the Patients to avail Credit Facility and may also include providing assistance to the MSP for raising of Invoice for the MSP Product/Services availed by the Patients;

“Term” shall have the meaning ascribed to it in Clause 16;

“Transaction” shall mean a financial transaction between the Patient and Fintech Partner in which the Patient avails the Credit Facility against the Relevant Invoice Amount for the goods and allied medical services availed by the Patient from the MSP;

“Upfront Payment” shall mean such portion of the Invoice amount for which the Credit Facility is not being availed and is payable upfront by the Patient at the time of availing the MSP Product/Services;

INTERPRETATIONS

Words importing persons or parties shall include firms and corporations and any organisations having legal capacity.

Words importing the singular include the plural and vice versa.

Reference to Applicable Law shall include laws as may from time to time be enacted amended, supplemented, or re-enacted.

Reference to a gender includes a reference to all other genders.

Reference to the words “include” or “including” shall be construed without limitation.

Reference to this Agreement or any other agreement, instrument, or document shall be construed as a reference to this Agreement or such other agreement, instrument, or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of such document.

Any reference to “writing” shall include printing, typing, transmissions in electronic form (including email) and other means of reproducing words in visible form but shall exclude text messages via mobile phones.

The headings and titles in this Agreement are for reference only and shall not affect the interpretation or construction hereof.

In addition to the terms defined in this Clause, certain other terms are defined elsewhere in this Agreement and whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires.

The Company hereby grants the MSP a non-exclusive right to make available the Services to the Patients. In the event the Patients wish to avail the Services, the MSP shall redirect such Patients to the Company Website via a hyperlink on its Platform or via the QR Code made available in its Office Premises.

The MSP shall keep the Company informed of its marketing and promotional activities relating to the Services. The MSP shall have access to and is entitled to provide the Patients with the marketing material approved by the Company regarding the Services.

For any Patients who choose to pay for MSP Products/Services using the Services, upon sanctioning of Credit Facility by the Lending Partner to such Patients, the Lending Partner will disburse the Relevant Invoice Amount to the MSP on a T+1 basis, i.e., within one Business Day from the date of Invoice.

The MSP shall be liable to initiate a full refund of the Relevant Invoice Amount to the Lending Partner within 2 working days in the event that any of the following conditions are fulfilled in the Company’s sole discretion:

• The Patient is not contactable by the Company for a period of 24 hours from the time the Invoice was raised.
• Patient was unaware that the loan was being applied for services.
• Any dispute raised by the Patient for the treatment including any issues wrt treatment/service quality.
• If the patient hasn’t been provided with the treatment.
• The Patient raises a dispute with respect to the Invoice which is not resolved within 72 hours.
• The Patient raises a dispute with respect to the MSP Product/Services offered by the MSP.

Training

The MSP shall co-ordinate and provide suitable time slots for the Company in order for the officials of the Company to visit the MSP’s Office Premises and inform and train the MSP’s associates, affiliates or employees with regards to the procedure for usage and functioning of the QR Code provided by the Company.

The MSP shall ensure that the all of the designated associates, affiliates or employees are present during the training session carried out by the Company at the MSP’s Office Premises in order for them to facilitate the Services provided by the Company.

Display

The MSP shall ensure that the QR Code provided by the Company is displayed in a prominent location in the Office Premises including any such designated place where the Patients are supposed to make payment for buying goods or availing services from the MSP, at all times and shall be visible to all Patients visiting the MSP’s Office Premises.

The MSP shall ensure that any promotional material, including but not limited to posters, banners, etc., supplied by the Company in relation to the Services and/or the Credit Facility shall be displayed by the MSP at prominent locations in the MSP’s Office Premises.

The MSP shall provide the Patients an option to avail the Services on the payments and checkout page on the MSP Platform. The MSP shall ensure that the option to avail the Services is displayed prominently and is not placed within a nested menu where the options can only be accessed by opening the nested menu.

Conduct

The MSP shall ensure that its associates, affiliates, and/or employees shall explain the functioning and use of the QR Code and the procedure to avail Credit Facility, to the Patients as a mode of settling the Relevant Invoice Amount.

The MSP or any of its associates, affiliates, and/or employees shall, in no event force, solicit, compel or coerce the Patients to use the QR Code and avail the Credit Facility.

The MSP shall monitor the conduct of its associates, affiliates, and/or employees and ensure that their conduct towards the Patients is in line with relevant instructions provided by the Company from time to time.

In the event any suit or proceedings or investigation of any nature is initiated or the MSP reasonably suspects that the same shall be initiated against any doctor or other medical professional employed by the MSP and providing services to Patients against which Credit Facility is being availed by the Patients by any third-party or any authority under Applicable Law, the MSP shall inform the same to the Company within 2 (two) days of becoming aware such information.

The MSP shall at all times comply with all Applicable Laws and regulations with respect to its activities under this Agreement. The MSP further agrees that it has obtained all necessary and valid consents from the Patients to authorise the Company for collecting, storing and processing such Patient’s Personal Data. Additionally, the MSP shall provide the Company with a copy of the consent or any other proof evidencing the Patient’s grant of consent as and when requested by the Company.

The MSP shall carry out all of its responsibilities set out in this Agreement in a timely and efficient manner.

Security

The MSP hereby represents that its operating system, and the software, including servers, database and hosting environment, for the Platform has and shall continue to have robust security measures in place.

The MSP shall promptly, and in no event, later than 2 (two) business days from the date of identifying or learning of a Security Breach in the MSP’s security system, inform the Company of any such Security Breach.

The Company reserves the right to make changes to the Company Website and/or the Services including rolling back any feature introduced or discontinuing the Company Website and/or the Services, without providing any reason for such roll back or discontinuation.

Company may collect additional information from the Patients in order for it to provide the Services.

Both the Parties agree that each Party shall be responsible for its own costs and be responsible for providing and maintaining all necessary equipment and facilities at their respective ends so as to make the Services available on the MSP Platform.

In case the Services or the MSP Platform are not accessible due to any break-down or other reasons directly attributable to any one Party to this Agreement, such Party shall apprise the other Party of such inaccessibility/breakdown of MSP Platform/Services. Both Parties shall endeavour to resolve any technical issues causing such inaccessibility or breakdown.

Each party is responsible for all taxes imposed on such party under applicable laws and arising as a result of or in connection with this Agreement or the transactions contemplated by this Agreement.

The MSP agrees that it shall pay to the Company described percentage of the Relevant Invoice Amount for each transaction processed using the Services (“Fee”). The aforementioned Fee is exclusive of GST which shall be additionally payable by the Company. Further, the MSP authorises the Lending Partner to deduct the Fee when settling the Transaction Amount with the Company in accordance with the settlement timelines set out in Clause 2.3.

The Company Website and the Services are provided on an “as is” basis without warranty of any kind, express, implied, statutory, or otherwise, including the implied warranties of title, non-infringement, authenticity and/or accuracy of data, results of use, reliability, merchantability, or fitness for a particular purpose or use. Without limiting the foregoing, we make no warranty that the Company Website or the Services will meet any requirements or expectations.

The Company does not own, control, support, employ, endorse or advertise any Lending Partner (or any services provided by them) displayed / made available through the Company Website;

The Company assumes no liability for the actions of its Lending Partner using and accessing the Patient’s Personal Data for the purposes of advancing the Credit Facility;

The Company is a technology facilitator used by Lending Partners to acquire customers for the purpose of extending Credit Facility. The Company is in no manner related to the FinTech Partner, is not the principal/agent, employee, contractor, sub-contractor etc., of the Lending Partner;

The grant and disbursal of the Credit Facility to any Patient shall be at the sole discretion of the Lending Partner. Neither the Company nor the MSP shall have any authority in the same; and

The Company shall not in any event be liable for any deficiency in services or any substandard or counterfeit goods provided by the MSP or its employees, associates or affiliates to the Patient.

Each Party represents to the other that:

• it is duly incorporated and validly existing under the laws of the state or country of its incorporation, and has the full power and authority to conduct its business as well as to execute this Agreement and perform its obligations hereunder;
• it has taken all necessary measures to authorize or approve the execution of this Agreement, and to the best of its knowledge its execution or performance of this Agreement is not in violation of any requirements of law or other provisions that are applicable to or binding upon it;
• this Agreement constitutes legal, valid, binding and enforceable obligations of it;
• it will obtain, hold and maintain all filings, licenses, permits and consents as may be required pursuant to any requirements of Applicable Law or other provisions in order for it to conduct its business and perform its obligations under this Agreement
• It shall comply with all Applicable Laws including the data privacy laws and Information Technology Act, 2000; and
• the execution, delivery and performance of this Agreement and all instruments or agreements required hereunder by each of them does not contravene, violate or constitute a default of or require any consent under the provisions of any other agreement or instrument to which each of them is bound including any order, judgment, decree or injunction of any court of law.

The MSP represents, warrants and undertakes that:

• MSP has all requisite permissions and certificates from the relevant authorities as per Applicable Law for providing healthcare goods and allied medical services on its premises;
• Any medical professional or doctor employed by the MSP and providing services against which Invoice is raised for the Patients to avail the Credit Facility does not have any pending or on-going suits, proceedings, investigation of any nature including but not limited to any criminal proceedings, or investigation initiated by the Indian Medical Association (“IMA”), or any other authority or regulatory body instituted or designated for this purpose;
• All healthcare goods and medical services provided by the MSP meet the applicable standards as set under the Applicable Law;
• All and any information provided to the Company by the MSP is authentic, correct and true to the best of the MSP’s knowledge;
• All medical practitioners, medical personnel engaged by the MSP for providing healthcare goods and allied medical services hold valid and applicable licenses, approvals, registration etc., under Applicable Law and are legally eligible to undertake their profession in India;
• MSP understands that Company shall verify the documents and information provided by the MSP and the MSP has not misrepresented, cheated or fraudulently produced such documents/information.

For the purposes of this Agreement, the term “Intellectual Property Rights” shall mean and include all existing and future copyright rights, trademark rights (including, without limitation trade names, trademarks, service marks, and trade dress), patent rights, trade secrets and all other intellectual property rights, vested or registered, and all renewals and extensions thereof, regardless of whether such rights arise under the laws of any state, country or jurisdiction.

The Company shall at all times retain all the Intellectual Property Rights in and to the Company Website and its Services.

The Company shall at all times retain all the Intellectual Property Right in and to its trademarks, name and logos.

Either Party agrees that it shall not use the other Party’s trademarks, name or logos for any purpose including sales and marketing activities without the prior written consent of the other Party.

Each Party acknowledges that, as between the Parties, the other Party owns all right, title and interest in and to such other Party’s Intellectual Property Rights whether presently existing or later developed by such other Party. Except to the extent provided in this Agreement, neither Party shall have any right, title or interest in any of the other Party’s Intellectual Property Rights, or any right to use any of the other Party’s Intellectual Property Rights in any manner without obtaining prior written approval of such other Party.

The Parties undertake that they shall, at all times, during the continuance of this Agreement, ensure that all the terms and conditions of this Agreement and all information relating to this Agreement including but not limited to the Invoices, Relevant Invoice Amount and all personal information of the MSP collected by the Company for the purpose of authentication shall be kept confidential (“Confidential Information”) and a Party shall not disclose any information relating to this Agreement to any third party, without the prior written consent of other Party.

The restriction set forth in Clause 11.1 above shall not apply to any part of the Confidential Information, which:

• Is at the time of disclosure to the recipient Party, or thereafter, becomes part of the public domain, other than as a result of a disclosure by the recipient Party, their directors, officers or employees; or
• Is required to be disclosed by any governmental authority or by judicial, administrative or stock exchange process, any enquiry, investigation, action, suit, proceeding or claim or otherwise under the Applicable Law or by any authority under pain of criminal prosecution; or
• Is shared by the Company with a third party including a payment system operator, payment aggregator or a payment gateway registered with the Reserve Bank of India (“RBI”) for the sole purpose of remitting Fees, paid by the Patient, to the MSP; or
• Is already in the possession of the recipient Party at the time of the disclosure; or
• Is hereafter rightfully furnished to the recipient Party by a third party without breach of this Agreement or any separate non-disclosure obligation; or
• Was or is independently developed by the recipient Party without reference to the Confidential Information disclosed hereunder; or
• Is approved for release by written authorization of the disclosing Party; or

Each Party (the Receiving Party) will notify the other Party (the Disclosing Party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party will cooperate with the other Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

Notwithstanding anything contained in this Agreement, the Party affected by a Force Majeure Event shall give notice of the Force Majeure Event to the other party as soon as such Party becomes aware of such Force Majeure Event. Upon receiving such notice both Parties shall mutually decide upon the recourse to be taken with respect to the delayed performance or non-performance of obligations under this Agreement owing to such Force Majeure Event. After mutually agreeing on the recourse as per this Clause, if the Force Majeure Event continues for a period of more than 30 (thirty) days, both Parties shall mutually re-evaluate the terms agreed upon as per this Clause or agree to terminate this Agreement.

Governing Law

This Agreement shall be construed, governed and implemented in accordance with Applicable Laws of India.

The Parties agree to submit to the exclusive jurisdiction of the courts at New Delhi, for any interim relief as regards any claims or matter arising in relation to this Agreement, including any other relief under Applicable Laws available to the Parties.

Dispute Resolution

For the resolution of any controversy or claim between the Parties arising from or in connection with this Agreement, including the alleged breach, termination, validity, interpretation and performance thereof and in relation to any Applicable Law in force (“Dispute”), shall be resolved through mediation failing which the dispute shall be finally decided by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (“Act”).

The arbitral tribunal shall comprise of a sole arbitrator appointed in accordance with the Act. The venue of arbitration shall be New Delhi. The arbitration proceedings shall be conducted in English language. Any award made in the arbitration shall be final and binding on the Parties.

Subject to the above, the Parties submit to the exclusive jurisdiction of the competent courts in New Delhi in respect of any dispute or differences or claims arising between the Parties.

The MSP agrees to indemnify and hold the Company harmless and keep it at all times fully indemnified, from and against all third-party claims, actions, suits and related proceedings, liabilities, penalties, demands and costs, awards, damages, losses and/or expenses howsoever arising, directly or indirectly out of (i) breach of Applicable Law relating to data privacy; (ii) breach of confidentiality; (iii) breach of any third party Intellectual Property Rights; or (iv) any gross negligence, wilful misconduct or fraud on the part of the MSP.

Notwithstanding any provisions to the contrary, the Company, its affiliates, directors, employees or officers shall not be liable to the MSP or any third party for any special, punitive, indirect or consequential, or incidental damages, including, but not limited to, loss of business, loss of profits, loss of goodwill arising in relation to this Agreement, even if it has been advised of the possibility of such damages.

Subject to Clause 15.1, the Company’s liability to the MSP or any third party in respect of any claim arising in connection with this Agreement shall not exceed the Fee paid to the Company in the 1 (one) month preceding the date of such claim.

This Agreement shall remain in full force and effect from the Execution Date until terminated by the Parties mutually in writing or in accordance with the terms of this Clause ("Term”).

In the event of breach of the terms of the Agreement, aggrieved party shall give 30 (Thirty) days written notice to other party to rectify the breach, failing which aggrieved party shall terminate the Agreement with immediate effect. Prior to giving notice of termination of this Agreement, both the Parties shall mutually configure the resolution to the breach and/ or the extension of the cure period.

The Company shall have the right to immediately terminate this Agreement by giving a written notice in that behalf, to the other Party on the happening of any of the following events:

• If the MSP ceases to carry on its business or is barred by any government or regulatory body to carry on its business;
• If there is any material adverse change or any change in Applicable Law, rules, regulations, directives or guidelines, which prevents the continuing of the arrangement under this Agreement; or
• If the MSP engages in fraud or other illegal or criminal activities.

Effect of termination:

• The MSP shall take all necessary steps to discontinue the integration of the Company Website on the Platform.
• The MSP shall immediately irretrievably destroy (or return) all copies of the Confidential Information.

All rights and liabilities accrued to the Parties prior to the termination shall not be affected on account of the termination of this Agreement.

Assignments: The Company may assign, in whole or in part, the benefits or obligations under this Agreement by providing a 30 (thirty) days prior intimation of such assignment to the MSP, which shall be binding on the Parties to this Agreement. In the event of any assignment of any of Company’s liability or obligations under this Agreement, the terms of this Agreement shall be binding upon the Assignee.

Waiver and Amendment: No modification, amendment, extension beyond the Term or waiver of any provision of this Agreement shall be effective unless in writing or agreed over e-mail by the Parties. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power or remedy.

Severability: If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.

Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of this Agreement. All Schedules, Recitals and Annexure to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.

Costs: Each Party shall bear its own cost with respect to the execution of this Agreement or the performance of the obligations contained hereunder this Agreement.

Counterparts: This Agreement may be executed in two or more counterparts, each of which, when executed and delivered, is an original, but all the counterparts taken together shall constitute one document.

Notices: All notices, requests, demands, waivers and other communications required or permitted to be given under the Agreement shall be in writing through certified or registered mail, courier, email, facsimile or telegram to be sent to the following addresses: