Terms of Listing & Payment Structure

This document is an electronic record in terms of the Indian Information Technology Act, 2000, as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

These ‘Terms of Listing’ (hereinafter referred to as the “Agreement”) constitute legal agreement between you, being a Person legally competent to enter into a contract under the applicable laws (hereinafter referred to as the “Healthcare Provider”) and MEMD HealthTech PVT. LTD. a company incorporated under the laws of India, having its registered Office 75, 5th Floor, Wing C, Kunal Plaza, Chinchwad, Pune, Maharashtra, India, 411019 (hereinafter referred to as “Company”, which expression shall, unless repugnant to the context to meaning thereof, mean and include its successors and permitted assigns) in relation to terms and conditions for listing of the Healthcare Provider on the software based electronic platform in form of a website and a mobile application (“Platform”) owned and operated by the Company. The Healthcare Provider’s access and use of Platform shall be governed by the Agreement.

The Company and Healthcare Provider shall, hereinafter, be collectively referred to as “Parties”.

The Healthcare Provider’s use, access and listing on Platform are strictly subject to the Healthcare Provider’s ‘Acceptance’ of all the terms, conditions and notices contained in this Agreement. Upon the Healthcare Provider’s “Acceptance”, this Agreement shall be effective and binding upon the Healthcare Provider and between the Company and the Healthcare Provider, along with any amendments thereto, from time to time, as published on the Platform.

The Healthcare Provider agrees to have completely read and understood this Agreement and shall not claim invalidity of this Agreement on any ground, including that this Agreement is being concluded electronically. For the aforesaid purposes, ‘Acceptance’ shall mean the Healthcare Provider’s affirmative action by clicking on ‘ check-box ‘ or on the ‘continue’ button as provided on the sign-up / registration page.

Notwithstanding anything, the Healthcare Provider’s access and use of and listing on the Platform constitute the Healthcare Provider’s agreement, ratification and acceptance to be bound by the Agreement.
If the Healthcare Provider does not agree to or is not willing to be bound by the terms and conditions of this Agreement then the Healthcare Provider shall not have any right to access or use the Platform or be listed in it.

This Agreement is and shall be deemed to be concluded and agreed upon between the Healthcare Provider and the Company at Pune India.

WHEREAS:

  1. The Company owns and operates the Platform to, inter alia, connect the users / visitor / subscribers to the Platform (“Users”) with the Healthcare Providers and enabling the Users to consult with the Healthcare Providers remotely over telecommunication and smart devices and other services ancillary thereto. The Company intends to develop a large network of reputed and specialized Healthcare Providers and make available their access to seeking Users and by providing a neutral platform for seamless delivery of services form medical professionals to the patients.
  2. The Healthcare Provider has represented that he/ she is a qualified, trained and experienced medical professional registered with appropriate regulatory/ governing authority.
  3. The Healthcare Provider has expressed his / her desire to be listed on the Platform as a medical professional in order to reach out to the patients who may engage his services.
  4. The Company is agreeable to list the Healthcare Provider on the Platform subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

WHEREAS:

  1. This Agreement shall subsist and remain operative unless terminated in accordance with provisions of Clause 6 (Termination) hereof.
  2. LISTING OF THE HEALTHCARE PROVIDER AND RELATIONSHIP BETWEEN THE PARTIES
    1. The Healthcare Provider represents that he/ she holds the required educational and training qualifications and is qualified to practice as a Healthcare Provider and provide consultations and advise to the patients.
    2. In consideration of the Fee mentioned in Clause 5 below, the Company agrees to list the Healthcare Provider on the Platform in the manner provided in and subject to terms of this Agreement.
    3. The Company shall be entitled to seek such information and documents from the Healthcare Provider as it may require in connection with listing of the Healthcare Provider on the Platform. The Company shall have the sole discretion to determine the content to be mentioned on the Platform in relation to the Healthcare Provider and manner of publication of such content.
    4. The Company shall be under no obligation to verify the information and other content provided by the Healthcare Provider to be published on the Platform and shall be entitled to use such content in the manner it deems fit to be used for the purposes of this Agreement.
    5. The Healthcare Provider undertakes to provide all the information and documents required by the Company to the best of his / her knowledge and belief and shall not provide any false or incorrect information to the Company.
    6. The Company shall be entitled to generate and create such other content that it may require in connection with listing of the Healthcare Provider on the Platform, including but not limited, organizing photo shoots, video shoots, audio clips etc., with respect to the Healthcare Provider and the Healthcare Provider agrees and undertakes to participate and co-operate in such content creation. The Healthcare Provider hereby agrees to the Company using all such content in the manner it deems fit.
    7. The Healthcare Provider agrees and undertakes that it shall not list himself / herself on any other website, mobile application or any other similar medium (“Competitor”) on the terms more favourable to such Competitor than those agreed between the Company and the Medical Professional.
    8. The Healthcare Provider shall not represent itself to be associated or connected with the Company in any manner whatsoever other than specifically contemplated in this Agreement.
    9. The Company shall not have or be deemed to have any fiduciary obligations or duties to the Healthcare Provider and shall be free to list other medical professionals on the Platform.
    10. Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to constitute a partnership between the Parties and constitute any Party as the agent of another Party for any purpose.
    11. The Company shall have right to display name, photo or other description of the Healthcare Provider in its advertising and marketing material on all mediums, depicting that the Healthcare Provider is listed on the Platform.
    12. The Company shall have the sole right to reserve and restrict the use of and access to the Platform.
    13. The Healthcare Provider is not and shall not be considered as an employee of the Company. Nothing contained in this Agreement or otherwise shall be considered to give the Healthcare Provider any right to claim employment with the Company or fees, benefits and compensation other than those mentioned in the Agreement.
    14. The Healthcare Provider agrees and understands that since he/she is not an employee of the Company, he/she shall not be entitled to any benefits and privileges available to regular employees and staff of the Company.
    15. The Healthcare Provider shall not, by reason of this Agreement, be or be deemed to be, an agent or partner of the Company.
    16. The Healthcare Provider shall not have any right or authority to bind the Company or enter into commitments on behalf of the Company, except to the extent specifically provided to the Healthcare Provider.
    17. The Healthcare Provider shall abide by and adhere to all instructions, directions, notices, guidelines, rules, policies etc., as may be issued by the Company time to time in relation to the listing of the Healthcare Provider on the Platform.
    18. The Healthcare Provider understands and agrees that the Company may require the Users to rate the performance of the Healthcare Provider in order to, inter alia, identify parameters and specific strength areas of the Healthcare Provider so as to develop appropriate analytics for the purpose of understanding requirements of the patients to find the best matching medical professionals. The Company shall have the right to publish such ratings on the Platform and the Healthcare Provider shall not raise any objection to publication of the ratings by the Company.
    19. The Healthcare Provider agrees, undertakes and covenants that he / she shall not engage in any corrupt, unethical, unfair or illegal acts and omissions during the course of providing services to the Users or act in any manner contrary to interests, reputation and goodwill of the Company.
  3. OBLIGATIONS OF THE HEALTHCARE PROVIDER
    The principal obligations of the Healthcare Provider pursuant to the Agreement shall be:
    1. to provide his/ her services in a professional manner and not provide any incorrect advice or information to any User, including through the Platform;
    2. to provide information and consent for displaying the information but not limited to profile photo, areas of specialization etc.;
    3. to maintain accurate availability and description of services offered on the Platform;
    4. to observe all anti-harassment and non-discrimination laws in the performance of the services.
    5. to comply with practices and protocols specified by the Company in relation to interacting with and providing services/ consultations to the Users or posting any content on the Platform.
    6. to strictly comply with all technical and technological requirements under applicable laws in relation to providing services to the Users.
  4. RESPONSIBILITIES OF THE COMPANY
    1. The Company shall not discriminate between Healthcare Providers listed on the Company’s Platform.
    2. The Company shall not represent any information of the Healthcare Provider on the Company’s Platform on which the express consent has not been given by the Healthcare Provider in writing.
  5. CONSIDERATION/PAYMENT STRUCTURE
    1. The Company shall be entitled to collect the amounts paid by the Users on the Platform for availing services of the Healthcare Provider. The Healthcare Provider shall not receive any payment form the Users in any case whatsoever.
    2. In consideration of the Company listing the Healthcare Provider on the Platform and operating, maintaining and marketing the Platform at its own cost and expense, the Company shall be entitled to such amount as agreed between the Parties in writing out of the total amounts received by the Company from services provided by the Healthcare Provider through the Platform (“Company Fee”)and remaining amount, as agreed between the Parties, shall be paid to the Healthcare Provider (“Healthcare Provider’s Fee”).
    3. Each Party shall be responsible for the Goods and Services tax or other form of similar / equivalent indirect tax payable upon the amounts received by it under the Agreement.
    4. The Parties agree that for all the payments received by the Company from the Users, the Company shall provide appropriate invoices to the Users on the Healthcare Provider’s behalf. The Healthcare Provider hereby authorizes the Company to generate and issue invoices to the Users.
    5. The payment of amounts representing the Healthcare Provider’s Fee shall be done by the Company on a monthly basis. The Healthcare Provider’s Fee shall be paid to the Healthcare Provider on the 2nd day of his/her working
    6. 30% on basic fee excluding service charges & GST will be deducted, & 70% of the basic fee will be paid to the Medicinal practitioner.
    7. Medicinal practitioner need to provide the receipt of the payment to the company.
    8. Payment will be directly transferred to Healthcare Provider’s account. For that we need account details of Dr.
  1. TERMINATION OF THE AGREEMENT

This Agreement may be terminated:

  1. by mutual consent of the Parties in writing; or
  2. by the Company by providing the Healthcare Provider with a prior written notice of 15 (fifteen) days; or
  3. by the Healthcare Provider by providing the Company a prior written notice of 15 days.
  1. Notwithstanding anything contained in this Agreement, the Company shall have the right to immediately, without any prior notice, suspend or terminate Agreement, without any liability, if (i) the Healthcare Provider has provided any incorrect advice to any User; (ii) the Healthcare Provider has committed or is guilty of a fraudulent conduct, a deliberate attempt to cause an injury to the Company, or conduct that discredits the Company or is detrimental to the reputation of the Company, including any criminal offence involving moral turpitude; (iii) the Healthcare Provider is guilty of neglect, dishonesty, insobriety, misconduct or commits any act which, in the opinion of the Company is contrary to the interests of the Company or Company’s policies; (iv) on occurrence of more than 3 (three) instances by the Healthcare Provider of not honouring a booked session without prior notice on the Company’s Platform (v) the Healthcare Provider commits a breach of any of the provision of this Agreement.
  2. Any termination of this Agreement shall be without prejudice to any claim or rights of action which have previously accrued to any Party hereto against the other Party, and further, shall not in any manner whatsoever relieve any Party of its obligations (including payment obligations), which have arisen/accrued on or upto the date of such termination of this Agreement. Upon expiry or termination of this Agreement for any reason whatsoever, the listing of the Healthcare Provider on the Platform shall be removed from immediate effect and the Healthcare Provider shall not be entitled to use the services of the Company and the Platform in any manner. Notwithstanding anything contained herein, in case of suspension or termination of the Agreement pursuant to Clause 6.2 above, the Healthcare Provider shall not be entitled to receive any amount from the Company on any account whatsoever.
  3. 4 The provisions of Clause 6 (Termination), Clause 9 (Indemnity), Clause 10 (Confidentiality), Clause 12.8 (Dispute Resolution)and Clause 12.9 (Governing Law and Jurisdiction) shall survive the termination of this Agreement pursuant to this Clause.
  1. FORCE MAJEURE
    1. The Company shall not be in breach of any obligation under this Agreement to the extent it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of an event of Force Majeure.
    2. The Company shall give notice to the Healthcare Provider of the occurrence of an event of Force Majeure as soon as reasonably practicable and in any case within seven (7) days from the date on which it knew of the occurrence of an event of Force Majeure. The Company shall also forthwith provide notice to the Healthcare Provider upon cessation of the relevant event of Force Majeure.
  2. INTELLECTUAL PROPERTY RIGHTS
    1. The Parties acknowledge that provision of services by the Company to the Healthcare Provider relating to listing of the Healthcare Provider on the Platform would result in discovery, creation or development of copyright, designs, processes, methods, techniques, improvements, strategies, data and/or other original works of authorship and other intellectual property rights (“Intellectual Property”)and the Healthcare Provider agrees and acknowledges that all rights, title and interest in and to the Intellectual Property upon the creation of the same, shall always fully and absolutely vest in the Company.
    2. The Healthcare Provider agrees and acknowledges that all content and Intellectual Property and rights therein originated, conceived, written, made or discovered by the Healthcare Provider during the course of his association with Company, either as creator and developer of the Content and/ or using the resources or otherwise posted by the Healthcare Provider on the Platform of the Company shall be deemed to be “work made for hire” for the Company (under Applicable Law) and all such intellectual property work shall automatically vest in the Company, ab initio, to the fullest extent permitted by Law. The said existing and future Intellectual Property rights, including in the content, will be the sole and absolute property of the Company. Notwithstanding the generality of the foregoing, the Healthcare Provider agrees to assign to the Company by way of future assignment all Intellectual Property rights for the full terms thereof throughout the world in respect of all intellectual property originated, conceived, written, made or discovered by the Healthcare Provider during the course of his association with the Company and/ or using the resources of the Company or posted by the Healthcare Provider on the Platform. To the maximum extent permitted by applicable law, the rights of the Company herein associated with such Intellectual Property shall not lapse for any reason whatsoever, including but not limited to non-usage and / or non-enforcement of such right after such assignment.
    3. The Healthcare Provider agrees that the Company shall be the sole owner of all the rights in all marketing and advertising content created by the Company including the photographs, audio and video clips and other material created by the Company in relation to listing of the Healthcare Provider on the Platform.
    4. The Parties agree that subject to applicable law, any and all rights in the User data shall at all times solely and absolutely belong to the Company.
  3. INDEMNITY AND LIMITATION OF LIABILITIY
    1. The Healthcare Provider shall indemnify, defend and hold harmless the Company, its directors, officers, employees, representatives and its affiliates (collectively, the “Indemnified Persons”) from and against any and all any and all losses, damages, claims, fines, fees, penalties, interest obligations, (including expenses of litigation) suffered or incurred by the Indemnified Persons, as a result of, arising from, or in connection with or relating to (a) any matter inconsistent with, or any breach or inaccuracy of any representation, warranty, covenant or agreement made by the Healthcare Provider ; (b) failure to perform (whether in whole or part) any obligation required to be performed by the Healthcare Provider pursuant to this Agreement; (c) any claims or demands raised or made, or proceedings initiated, by any third party or governmental authority against the Indemnified Persons in relation to the subject matter of this Agreement, including the content provided by the Healthcare Provider to the Company or otherwise posted on the Platform, or the services, consultations and prescriptions provided by the Healthcare Provider to the Users; or (d) any claim in relation to breach of any applicable laws, rules, regulations, notifications, guidelines, etc., by the Healthcare Provider; or (e) any conduct of the Healthcare Provider which leads to termination of the Agreement by the Company pursuant to clause 6.3 of this Agreement.
    2. Without prejudice to the rights available to the Indemnified Persons pursuant to Clause 9.1 above, in case of claim which involves proceedings initiated by any third party or governmental authority, the Indemnified Persons may, at their discretion and at the cost and expense of the Healthcare Provider (a) take control of any such proceeding including deciding the strategy and the course of action to be adopted for the defense in such a proceeding; and (b) contest, compromise or settle any such claim through competent legal counsel/professionals of their choice. The Healthcare Provider shall co-operate with Indemnified Persons on such matters.
    3. The indemnification rights of the Indemnified Persons under this Agreement are independent and in addition to other rights and remedies that may be available under law or equity.
    4. The Parties agree that in no case shall the Indemnified Persons be liable under or related to this Agreement for any of the following, whether based on contract or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) any difference or dispute between the Healthcare Provider and the User; or (iii) any damage to Healthcare Provider’s, User’s or third party’s property; (iv) loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
    5. Notwithstanding anything contained in the Agreement, in no event shall the liability of the Indemnified Persons under this Agreement exceed the amount of Company Fee of the month immediately preceding the month in which such claim or liability arises.
  4. CONFIDENTIALITY
    1. Each Party shall keep all trade secret, knowledge, data or other information relating to the other Party and information relating this Agreement (“Information”) confidential. Each Party agrees to hold in confidence and not use, disclose or reveal to any Person, Information disclosed to it by the other Party. However, nothing contained herein shall affect the right of the Parties to disclose any Information to their employees, directors, officer, or professional advisers including to their Affiliates, subject to obligations of confidentiality substantially similar to those as applicable to the disclosing Parties hereunder, and/or to any of the regulatory authorities or other person as required under applicable Law.
  5. REPRESENTATIONS AND WARRANT
    The Healthcare Provider represents and warrants to the Company that:
    1. he / she has all legal power and authority to execute this Agreement and carry out the terms, conditions and provisions hereof;
    2. there are no actions, suits or proceedings or regulatory authority investigations pending or, to that Party’s knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under this Agreement;
    3. once duly executed this Agreement shall constitute its legal, valid and binding obligations enforceable in accordance with the terms hereof; and
    4. the execution, delivery and performance of this Agreement has been duly authorized by all requisite actions and will not violate or contravene any material provisions of applicable Laws, or violate or contravene any provisions of any indenture, agreement, document or instrument to which it is a party or by which it or its property may be bound or affected.
  6. MISCELLANEOUS
    1. Waiver
      No waiver of any provision of this Agreement shall be valid unless expressly made in writing and signed by the Party to be charged therewith. The waiver of a breach of any provision of this Agreement shall not be deemed to constitute a waiver of any other or subsequent breach of the same or any other provision hereof.
    2. Assignment
      The Healthcare Provider shall not be entitled to assign its rights and obligations under the Agreement. The Company shall be free to assign, transfer or delegate all or any part of its rights under this Agreement or delegate its performance under this Agreement.
    3. Variation and other assistance
      1. No variation including any, novation, amendment, supplement, deletion or replacement of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is made by an instrument in writing and signed by each Party.
      2. Each Party will without further consideration sign, execute and deliver any document and shall perform any other act which may be necessary or desirable to give full effect to this Agreement and each of the transactions contemplated under this Agreement.
    4. Notices
      All notices or communications under this Agreement shall be in writing and signed by or on behalf of the Party giving it and shall be effective upon delivery in accordance with Clause 12.5, to the applicable Party by letter, or electronic mail at the address indicated by the Parties.
    5. Delivery
      Any notice, document, or communication shall be deemed to be duly given or made when delivered (in the case of personal delivery), at the time of transmission (in the case of electronic mail, provided that in the case of electronic mail a hard copy of such notice or communication is forthwith sent by prepaid post to the relevant address set out below), or (3) Days after being dispatched in the post, postage prepaid, by the most efficient form of mail available and by registered mail if available (in the case of a letter) to such Party at its address specified in Clause 12.4.2, or at such other address as such Party may hereafter specify for such purpose to the other Parties hereto by notice in writing.
    6. Privity of contract
      Save as otherwise expressly provided in this Agreement, any Person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.
    7. Counterparts
      This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which shall be deemed to be an original but all of which shall constitute the same instrument.
    8. Dispute Resolution
      1. Any dispute, difference, controversy or claim between the Parties arising out of or relating to this Agreement or the construction, interpretation, breach, termination or validity thereof (“Dispute”) shall be finally settled under the rules of arbitration set out under the Indian Arbitration and Conciliation Act, 1996 by sole arbitrator appointed by the Company. The Healthcare Provider agrees to be bound by the decision of such sole arbitrator and waives any and all objections to Company having the unilateral right to appoint the sole arbitrator. The place of arbitration shall be Pune only and all the arbitration proceedings shall be conducted in the English/Marathi/Hindi language.
      2. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.
      3. Subject to Clause 9, each Party shall bear its respective costs of the arbitration, unless arbitrators otherwise direct in their arbitral award.
      4. Governing Law and Jurisdiction
      5. This Agreement, including all matters relating to its validity, construction, performance and enforcement, shall be governed by and construed in accordance with Indian Law.
      6. Subject to the provisions of Clause 12.8 providing for arbitration, for any legal proceedings, the Courts at Pune shall have exclusive jurisdiction in relation to such proceedings