Obligations of the Consultant:

The Consultant shall:

1. carry out and perform the Services in a professional and timely manner;
2. comply with the provisions of all statutes, ordinances, rules and regulations applicable to the Services agreed to be provided;
3. obtain all necessary registrations, licenses, approvals and sanctions under the laws, as applicable to it, from time to time;
4. submit the necessary documents pertaining to the Services rendered by the Consultant and as required by the Company.

Performance Monitoring:

1. The Consultant hereby agrees for the continuous monitoring and assessment of the Services entrusted to it by the Company and the Company’s right to intervene with appropriate measures to meet legal and regulatory obligations.
2. The Consultant shall discuss and review the progress, status of the current assignment, on a regular basis as and when required by the Company, from time to time, in regard to the service standards.

Audit:

The Company shall have the right to conduct audits specifically related to the data and records pertaining to virtual consultations, appointment schedules, patient medical records, and any information necessary to ensure compliance with the applicable laws. The Consultant agrees to cooperate fully with such audits, providing access to these specific records and data during reasonable business hours. The records and data which may be audited include patient information, medical histories, treatment plans, and any associated documentation. Any findings from the audit will be communicated to the Consultant, and corrective action shall be taken promptly if discrepancies, inaccuracies, or non-compliance are identified.

Representations, Warranties and Covenants of the Consultant:

The Consultant hereby represents, warrants and covenants that:

1. the Services shall be performed in accordance with, and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry.
2. the Consultant has full power and authority to enter into and perform his/her/its obligations.
3. the entrance by the Consultant into the Term will not violate the any material contract to which the Consultant is a party, including any employment agreements in place with any other company.
4. the Consultant will perform the Services in accordance with the specifications established by the Company.
5. the Consultant has obtained necessary registrations and permissions required in law for the purpose of providing the Services contemplated hereunder and that he/she complies with the requirements of all relevant legislation.
6. the Consultant shall take full responsibility and liability for his/her actions in the case of Gross Medical Negligence and shall indemnify the Company at all times.
7. the Consultant will perform the Services in a prudent and professional manner with care and competence.
8. the Consultant shall duly render Services and shall comply with all the applicable laws, rules and regulations governing the practice of medicine and healthcare services.
9. the Consultant will maintain registers and records, as may be required by the various legislations applicable to the Services to be provided by it.
10. the Consultant shall provide all his/her KYC documents including but not limited to its personal documents to the Company and Consultant hereby agrees and confirms that the Company shall have a right to give or share the said documents.
11. the Consultant agrees to ensure its availability during scheduled consultation times as per Terms on the Company's mobile application and website to provide Services. In the event that the Consultant is unable to attend a scheduled consultation, the Consultant shall promptly communicate its unavailability to the Company. In case of rescheduling due to the Consultant's non-attendance, the Company reserves the right to apply a discount, as it deems fit, on the Fees for the rescheduled consultation. The specific amount of discount will be determined by the Company based on the frequency and nature of rescheduled consultations.
12. the Consultant will maintain accurate and up-to-date patient records, including medical histories, diagnoses, treatment plans, and other relevant information, in compliance with applicable laws including but not limited to privacy laws.
13. the Consultant shall maintain strict confidentiality regarding Customer information and other sensitive data, and not disclose such information to third parties without written authorization of the Company.
14. The Consultant hereby understands and agrees that the Company shall have a right to record teleconsultation sessions between the Customer and the Consultant. The Consultant shall ensure that a proper consent, oral or written, for audio/video/ audio-visual recording, is taken from the Customer after providing a relevant notice to this effect.
15. The Consultant represents and warrants to the Company that he/she is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Terms or which will interfere with the performance of the Services. The Consultant further represents and warrants that he/she possesses the necessary expertise, qualifications and registrations, and shall continue to possess the necessary expertise, qualifications and registrations, that are legally required to provide the Services envisaged from him/her.
16. The Company shall not be liable for taxes, VAT, or other taxes or withholding for or on behalf of the Consultant in performing Services.
17. The Consultant shall be responsible for any and all complaints arising out of unsatisfactory or non performance or delays in providing Services.

Confidentiality:

The Consultant agrees that it shall treat as confidential, and not disclose to any third party, any information including but not limited to customers data/information, personal data, financial data, technical know-how, trade secrets, intellectual property, marketing strategies, etc. that is marked “Confidential” or that reasonably should be known to be confidential (collectively, “Confidential Information”). All Confidential Information that the Company provides to the Consultant shall not be used by the Consultant for any purpose not permitted under the Terms. Upon the written request of the Company, or upon the termination of the Terms, the Consultant shall promptly return or destroy all tangible and electronic copies of the Company's Confidential Information in its possession or control. The Consultant acknowledges and agrees that a breach or threatened breach of this confidentiality clause may cause irreparable harm to the Company, for which monetary damages alone may not be an adequate remedy. In such cases, the Company shall be entitled to seek injunctive relief or equitable remedies in addition to any other remedies available at law or in equity.

Intellectual Property (IP) Rights:

1. All Intellectual Property vests in and remains the sole and exclusive property of the respective Party and either Party acknowledges that nothing confers or gives rise to any rights, title, claim, interest or privilege on either Party’s intellectual property in favour of the other Party.
2. Neither Party will make, place, or disseminate or use or permit the use of the other Party’s names, logos, trademarks, copyright material or other identifying data, or otherwise discuss or make reference to such other Party, in any notices to third parties, any promotional or marketing material or in any press release or other public announcement or advertisement, however characterized, without such other Party’s prior written consent.
3. The obligations and rights set forth in this IP clause shall survive the termination or expiration of the Terms.

Data Privacy:

All the data processed is subject to the Data Privacy Regulations under applicable laws. The Consultant shall be subject to and will comply with the Information Technology Act, 2000, Digital Personal Data Protection Act, 2023 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from time to time, and any other applicable Laws restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the “Privacy Regulations”).

Miscellaneous:

1. Force Majeure: In no event shall either Party have any liability for failure to comply with the Terms, if such failure results directly from the occurrence of any contingency beyond the reasonable control of the Party, including, without limitation, strike or other labour disturbance, riot, war, natural calamities including but not limited to floods, earthquakes, fire, volcanic eruptions, epidemics, national emergency, interference by any government or governmental agency, embargo, seizure, or enactment or abolition of any law, statute, ordinance, rule, or regulation (a “Force Majeure Event”).
2. Assignment and Sub-contracting: The Services to be performed by Consultant hereunder are personal in nature, and Company has engaged Consultant as a result of the Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of the Terms or any right, duty or obligation under the Terms without the Company’s prior written consent.
3. Governing Law & Jurisdiction: The Terms shall be governed by and construed in accordance with the laws of India without giving effect to principles of conflict of laws thereof, regardless of the place of making or performance. The Parties subject themselves to the exclusive jurisdiction of the courts at Mumbai, India.
4. Dispute Resolution: Any Dispute which could not be resolved between the Parties will be finally settled by arbitration which shall be held in Mumbai, India, in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time (Arbitration Act). The arbitration shall be conducted by a single Arbitrator to be appointed mutually by the Parties within 30 days of the Parties deciding to refer the matter for arbitration. All proceedings shall be conducted, including all documents presented in such proceedings and the award thereof shall be rendered in the English language. The award rendered by the Arbitrator shall state the reasons on which it was based and the same shall be final, conclusive and binding on parties to the Terms.
5. Severability: If any provision of the Terms should be held invalid, illegal or unenforceable, then, in such event, the remainder of the Terms shall still be and continue to be in full force and effect as if such invalid, illegal or unenforceable provision had been deleted from or never included in the Terms.
6. Waiver: The Parties may at any time waive any of the provisions of the Terms, but any such waivers shall be reduced to writing and duly executed and delivered by authorized representatives of the Parties hereto. The failure of either Party to enforce at any time any of the provisions of the Terms shall not constitute or be construed to be a waiver of such provisions or of the right of such Party thereafter to enforce any such provisions.