The Services (defined hereinafter) of ‘MedConnect’ is provided by MedConnect Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 2/A ,Rhythm House, Mira Rd , Thane-401127 (“MedConnect”). MedConnect carries on the business of providing information about Health/fitness Service Providers (defined hereinafter) of various products and services (“Information”) in selected towns and cities in India (“Service”) to end users. MedConnect Provides Users (defined below) with its search service with information and user reviews for MedConnect database of local business, products and services across India. MedConnect search service is available to users through multiple platform v.. Internet, mobile internet MedConnect is merely a medium which connects general public with vendor’s goods and services (“Vendors”) listed on MedConnect however at the .me time it does not intend to guarantee any business to such Vendors. The Vendor details are specified at Page 1 of the contract, Vendors are hereinafter referred to as (“Advertiser”). MedConnect’s objective is to provide a quicker guide for up-to-date Information in a user friendly manner and via a medium that the end user is comfortable with. The end users of the Service are persons who may want to purchase goods / avail services and are seeking information about the Vendors of such goods and services (Users”). These Terms (defined below) read with the contract form (“Contract Form”) and the invoice mentioned in Clause 11 constitute the entire understanding and Contract (“Contract”) between MedConnect and the Advertiser.
- Contract means this Contract together with all Schedules and Annexures (if any);
- References to a party hereunder shall include such party’s successors, permitted assigns and any persons deriving title under it;
- The descriptive headings of Clauses are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Clauses;
- The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Contract to such person or persons unless the context otherwise permit;
- Any grammatical form of a defined term herein shall have the same meaning as that of such term, and The words “including” and “includeswherein shall always mean “including, without limitation” and “includes, without limitation”, respectively
Advertisers may be business houses, small medium enterprises, corporate entities, semi-corporate entities, establishments or individuals, who subscribe to the Service in order to list their facility and business. MedConnect will provide only the Information about the Advertiser to the Users in the manner provided for in these Terms. Advertiser agrees and acknowledges that MedConnect does not guarantee any business to the Advertiser and is merely a medium through which information is made available to the general public.
- Terms of Service, including any Annexure hereto, (Terms”) along with the Contract Form set forth the terms and conditions under which the Advertiser may be identified as a Healthcare service provider to the Users. The Contract shall come into effect upon the Advertiser or any authorized agent of the Advertiser signing and delivering the Contract to MedConnect and upon the realization of consideration. (“Effective Date”). The Contract will override any previous understanding (whether written or oral) between the Advertiser and MedConnect on the subject matter hereof. The Contract shall be valid and effective for 1 (one) yearor more from the Effective Date unless otherwise agreed by parties and in accordance with the terms of the Contract subject to payment received under the contract. TheContract would automatically stand renewed unless (a) the Advertiser intimates MedConnect by prior with notice (either by email or through registered post)at least 3 (three) months before the expiry of the 1 (one) year tenure, expressing their intention not to renew the Contract or (b) is terminated by either Party prior to renewal in accordance with these Terms. In the absence of any written communication by theAdvertiser as to non-renewal afterthe expiry of the 1(one) year tenure or unless terminated earlier by either Party, the Contract would stand automatically renewed on terms of this Contract. By agreeing to the terms of the Contract, Advertiser shall be deemed to have consented unconditionally to all such addendums and amendment to the Contract without requirement of any specific notice or signature thereto. TheAdvertiser acknowledges and agrees that in case of conflict between this Contract and the terms and conditions (“Terms of Service”) contained on the Website, the Terms of Service as updated inwebsiteshallprevail.MedConnectisentitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to the Advertiser. It shall be the sole responsibility of the Advertiser to visit the Website and update himself/ herself of the changes to the Terms of Service. Any changes to or amendment to these Terms or the Terms of Service will be deemed to take effect from the Effective Date and will be binding on theAdvertiser.
- Subject to terms set out in Clause above, it is clarified that the automatic renewal of the Contract will also be subject to sufficient credit balance of Advertiser being available in the Advertiser’s account with MedConnect. It is further clarified that in ECS/ CCSI mandate should be active and the payment should be honored on the stipulated date for the purposes of renewal of the contract.
- The automatic renewal of this Contract is subject to the absolute discretion ofMedConnect. The amount mentioned in the Contract Form along with any other document which forms a part of this Contract (“Total Fee”), is the decided fee for the provision of Services and shall not be reviewed at any point except at the discretion of MedConnect. By accepting these Terms, the Advertiser confirms to pay the Total Fee on the terms set out therein.
- Advertiser hereby authorizes that upon the execution of ECS / CCSI MANDATE MedConnect is authorized to DEDUCT payments as per package if applicable.
- It is clarified that, irrespective of whether the Advertiser has registered or not registered their entity/ firm’s contact numbers in the “Do Not Call” registry of Telecom Regulatory Authority of India (TRAI), or any other statutory body, upon the signing and acceptance of the Contract, the Advertiser would be deemed to have given their consent and authorized MedConnect to share the Advertiser’s details and contact numbers for business and promotional purpose with Users of the Service. Further the Advertiser, by signing and accepting the terms of the Contract, has given his consent to MedConnect to contact him for any business promotion of MedConnect. The Advertiser confirms that MedConnect shall be at liberty to carry out all the obligations undertaken under the Contract. The Advertiser also undertakes to take all such measures as may be necessary to ensure that the Users do not encounter any difficulty in contacting theAdvertiser. In the event the Users are unable to contact the Advertiser it would not be deemed to any deficiency in the Services rendered by MedConnect. The Advertiser undertakes to comply with all the present and future TRAI regulations or regulations of any other regulatory bodies on subject matter covered under this clause and would ensure that User or MedConnect will not face any difficulty A contacting the advertisers or for the purposes of entering into this Contract.
MedConnect currently disseminates Information to the Users through different platforms, viz., telephone, interne, WAP (Wireless Access Protocol) and Wireless (SMS short .de) SMS. MedConnect may, at its discretion cease providing Information over any of the above platforms or provide Information over other platform is or modify the manner in which Information is provided over any of the existing platforms, as it may deem fit, from time to time.
This refers to the various kinds of Advertising listings that can be selected by the Advertiser. MedConnect provides the following kinds of Advertising listings (“Listings”):
Standard Listing Packages
MedConnect reserves the right to change the aforesaid Advertising Listing options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords. In the event the listing applied for in the Contract Form is no longer available, MedConnect shall endeavor to allot similar Listing to theAdvertiser. The final decisionmaking power with regard to Listing shall however vest in MedConnect and such decision shall be final and binding on theAdvertiser.
Provider also agrees to participate in AREA ACTIVITY programs arranged several times in their nearby localities and offer discounted or services as per his/her interest. MedConnect is not responsible for business if advertiser not able to participate in such activities by MedConnect conducted.
The Advertiser agrees to pay a non-refundable Listing Fee for the services, which will be determined by MedConnect at the time of entering into this contract. The (“Listing Fee”) shall be paid by the Advertiser in advance simultaneously with the signing of contract.
MedConnect allows the Advertiser to make the remaining payments for the Services, after payment of the Service Fee, i.e., the Total Fee excluding Service Fee (“Subscription Fee”) by way any of the following modes:
(I) Cheque; (if) Demand Draft; (Iii)RTGS (Real Time Gross Settlement); (Iv) ECS (Electronic Clearing Service); and, (v) CCSI (Credit Card Standing Instruction) (vi) NACH (National Automated Clearing House)
It is hereby clarified that MedConnect does not encourage/prefer that payments be made in cash. Any cash payments made by the Advertiser pursuant to a contract with MedConnect, shall be at the sole risk of theAdvertiser, without any recourse to MedConnect.
Payments can be made by theAdvertiser yearly as directed by MedConnect. MedConnect shall make best efforts to activate the contract within 14 (Fourteen) working days from the date of receipt of the Service Fees into its bank account, for the respective Listing (subject to delay due to technical malfunctions). However MedConnect will not be liable in any manner for any delay in activating the contract of an Advertiser.
(iv) TheAdvertiser hereby agrees that it shall make the payment via such mode which is mentioned on the Clause 8 of these Terms. Any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. The Advertiser shall also be liable to pay interest @l8 % per annum during that period.
LUMP SUM PAYMENT MODE
If an advertiser opt the lump sum payment mode while entering into the contract then the tenure of the contract will be equivalent to the amount paid by the advertiser.
CONSEQUENCES OF NON-PAYMENT OF SERVICE FEE / ECS AMOUNT
In the event theAdvertiser fails to make any payment, including the Service Fee orthe ECS amount, in time and as per the payment plan chosen by him, MedConnect may, in its sole discretion, suspend the Advertiser, Listing or access to the Service, as the case may be, until necessary payments are made by the Advertiser. Further, the Advertiser agrees and acknowledges that the Advertiser shall be deemed to have waived his rights to the Service and the Advertiser’s listing for the period during which the Service and the Listing is suspend for non-payment. The right of MedConnect to suspend the Service and the Listing shall be without prejudice to MedConnect’s right to terminate the Contract for any material breach committed by the Advertiser. Advertiser hereby acknowledges that the opted position/listing will be released to other advertisers in the event of non-payment of Service fee or ECS amount without any notice /intimation from MedConnect.
ISSUANCE OF INVOICE
- On receipt of the Service Fee and activation of the Listing thereafter, MedConnect will issue an invoice to the Advertiser containing, interalia, the following details:
- The Total Fee including the fees paid and payable as on the date of the invoice; (ii) The Listing allotted to the Advertiser; and (iii) Description of the products and services of the Advertiser.
- It is hereby clarified that in the event of a conflict between the information relating to Sub-clauses (I), (ii) and (iii) above, as contained in these Terms and in the Invoice, the provisions of the invoice shall prevail.
- Invoice is valid subject to realization of payment.
PRIORITY OF INFORMATION ABOUTADVERTISERS
For MedConnect, providing Information that is relevant to the User is a priority. The User has to identify the location and category in respect of which he is seeking Information and MedConnect will provide such Information (subject to availability of such information) based 01 00012 choice. Amongst the Vendors who fall within the parameters identified by the User, Information about Providers registered with MedConnect, that is, the Advertisers is first provided on best effort basis, subject to delays due to any technical malfunction. Priority among Advertisers i.e., determined on the basis of the listing selected by the Advertiser and on the basis of Total Fee to be paid by the Advertiser. Nothing contained in the Contract shall be deemed to restrict or prevent MedConnect from providing Users with Information about other providers whether in priority to the Advertisers or otherwise , as MedConnect may in its sole discretion determine. The advertiser acknowledges that MedConnect will merely convey the information to the users on demand and does not guarantee that any of such user requests will result in business prospects for the Advertiser. r
NO GUARANTEE OF BUSINESS
MedConnect does not guarantee that enquiries/leads will be generated by it for the Advertiser or that any of such enquiries/leads will be converted into business for the Advertiser.
MedConnect is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users. MedConnect’s obligation under the Contract is limited to the obligations explicitly set out herein and in no event does MedConnect undertake to generate or guarantee Enquiries or business to the Advertiser.
Advertiser shall indemnify and hold harmless MedConnect, its affiliates, directors, officers, agents and employees from loss, or damage including attorney’s fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Advertiser, its employees or agents, including but not limited to, intellectual property claims, any claims pertaining to incorrect or false information about the Advertiser that was provided to MedConnect and any claims including but not limited to the quality or usefulness of the products or services of the Advertiser.
CONFIDENTIALITY AND RELATED OBLIGATIONS
The Advertiser shall keep any information regarding the Users of the Service (User Information) confidential both, during the subsistence of this Contract and after its termination. The Advertiser shall not, without the prior written consent of MedConnect, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Advertiser is specifically prohibited from using the User Information for purposes of .eking any commercial gain out of .id User Information. In the event MedConnect is made aware of any such practice of the Advertiser in violation of the terms of this Contract, MedConnect shall be entitled to terminate the Contract as well as initiate such legal proceedings against the Advertiser, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.
Advertiser represents and warrants that (i) it is a bona fide business organization carrying on business in relation to the items disclosed to MedConnect; (ii) it has the rights to use the trademarks; (iii) the business carried on byAdvertiser does not violate or infringe upon any law or regulation and all registrations, authorizations and /permission necessary approvals required for carrying on business have been procured by it; and (v) all information provided about if (Advertiser) to MedConnect, is and shall at all times be accurate, valid and complete; (v) it would be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by the Advertiser to MedConnect) to MedConnect.(vi) Advertiser shall not have right to terminate the contract up to 9 months from the date of activation of the contract. For the purpose of clarity it is agreed between the parties that MedConnect will not be liable to refund any ECS amount which has been deducted during the validity of the agreement.
Additional Covenants (i) The Advertiser acknowledges and accepts that any grievance as to the Services will be entertained only as long as the Contract remains in for. and that MedConnect Will not entertain such grievances post-expiry or termination of the Contract; (II) Advertiser accepts that it is responsible to cross verify and ensure filling up of all the Advertiser details including but not limited to the contact information, information pertaining to its products/services provided by the Advertiser and keep MedConnect updated in this regards.Further the advertiser shall ensure that contract form will be free from any handwritten notes or overwriting. In the event the relevant information form is not filled completely or accurately, the Advertiser would, by default, be bound by the explanation or description of the product/service or any other details of the Advertiser communicated by MedConnect to the U.rs or any other third party; (iii) Advertiser hereby agrees to keep proper receipts, invoices and details for the transactions entered into by it (Advertiser) and the User; (iv) the Advertiser undertakes to provide a copy of the license, registrations or any other documents including but not limit to valid Identity proofs such as ration card, adhaar card ,PAN card, voter id card and residential proofs such as electricity bill, telephone bill etc. required by it (Advertiser) to run the business as in when such request is made by MedConnect. The Advertiser acknowledges that any breach of the covenants set forth here may be a cause for termination of the Contract by MedConnect, at its sole discretion. (v) Advertiser hereby agrees and undertakes that during the term of this Agreement and after its termination of this Agreement (for any reason). it will not directly or indirectly forward lead, enquiries to any third party, mis-utilize, cheat, solicit, or usurp or attempt to solicit. Divert or take away any of MedConnect’s enquiries, leads. Any such conduct by Advertiser will lead to a termination of the contract and MedConnect at its discretion will initiate proceedings against advertiser before appropriate forum. (vI) Advertiser hereby agrees and confirms that during the term of this Agreement and after its termination (for any reason), Advertiser will not directly or indirectly either for itself or for any other commercial enterprise, solicit. divert, hire or attempt to solicit, divert or usurp, any of MedConnect’s employees, business or prospective users/callers. Advertiser shall not advertise or perform any solicitation. including but not limited to solicitation of users to use the services of Advertiser directly or promoting its services by any means whereby user are motivated to not to use the MedConnect website/services or to use the Advertiser website/services directly. Any conduct by Advertiser that in MedConnect, discretion restricts or inhibits any other user/customer from using or enjoying the MedConnect services will not be permitted. During the tem) of this Agreement and for 5 (five) years after any termination of this Agreement, Advertiser will not directly or indirectly, in any capacity,
- SolicitanyusersofMedConnect bymeans of providingdiscounts, gift coupons etc.inthe eventusers usesthewebsite ofAdvertiserdirectly.
- divert, entice, or otherwise take away from MedConnectthe business of any user/customer, or attempt to do so, or
- solicit or induce any user/customer to divert or reduce its relationship with the MedConnect.
DISCLAIMER AND LIMITATION OF LIABILITY
To the fullest extent permitted by law, MedConnect disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, MedConnect disclaims all guarantees regarding accurate Listing of the Advertiser. Advertiser understands that there may be errors in such positioning. Neither MedConnect nor the Advertiser will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest, goodwill) whether in contract, tort (including negligence) or any other legal theory. even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy ex.pt for Advertiser’s indemnification obligation. MedConnect’s aggregate liability to the Advertiser is limited to amounts paid to MedConnect by Advertiser during the 12 (twelve) months immediately preceding the date of the claim. MedConnect is a. not liable for any claim owing to any misrepresentation of the information pertaining to the Advertiser so long as the information exhibited/ communicated by MedConnect conforms to the Information made available by the Advertiser or its authorized representative.
- Advertiser confirms that, it will be solely responsible and liable for all matters between User and the Advertiser including but not limited to transactions entered into between such User and the Advertiser. Further, it is hereby declared that MedConnect does notify the identity of the User of the Service and that the information provided to Advertisers is the information received from the User and will not be independently verified by MedConnect.
- In the event of receipt of multiple complaints from the Users regarding the Advertiser or Advertiser’s product/service, MedConnect reserves the right to discontinue the provision of Service to the Advertiser or take any other action as deemed appropriate. Notwithstanding anything to the contrary contained in this Contract, MedConnect may also forfeit the amount lying to the credit of such Advertiser and terminate the Contract at its sole discretion.
- Advertiser also agrees that at no time shall MedConnect vouch for or guarantee the performance of services or delivery of products by the Advertiser and MedConnect will not be liable for any non-payment of amounts due to the Advertiser by any User.
- The Advertiser may only terminate the Contract, by giving 3 (three) months written notice (either by email or through registered post), prior to the automatic renewal of the same, stating his intentions of discontinuing the Services.
- MedConnect reserves the right to terminate the Contract at any time Either with or without cause. If the Advertiser commits a breach of a material duty owed to MedConnect, MedConnect may, at its discretion, call upon the Advertiser to rectify the breach within 21 (twenty one) days of the receipt of notice, failing which MedConnect may terminate the relationship between Advertiser and MedConnect.
- Upon termination of the Contract. MedConnect will not be bound to delis) the Advertiser as a Vendor and cease disseminating Information of the Advertiser to the Users. However upon termination, MedConnect shall have the right to delete the Advertiser without prior intimation thereof to the Advertiser.
- In case of technical difficulties in continuing the contract, MedConnect reserves the right to terminate the contract by giving written/oral intimation to the advertiser.
- Upon termination of the Contract, either by efflux of time or by determination under this Contract, the balance of the deposit placed by the Advertiser with MedConnect, if any, (after deducting payments for the period/tenure for which Services have already been provided by MedConnect) shall be retain. by MedConnect. Under no circumstances, shall the Advertiser be entitled to claim a refund of amounts already paid to MedConnect.
Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by MedConnect/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.
MODIFICATIONS TO TERMS OF SERVICE
MedConnect reserves the right to change the terms of the Contract or the Terms of Service at any time without any prior notice to the Advertiser. Changes to the terms of the Contract or the Terms of Service shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be deter.. by MedConnect. For Terms of Service with Advertiser visit http://www.MedConnect.co.in/terms-of-use.
MedConnect is entitled to charge the Advertiser for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services and Listing fees (including bids arising out of Advertiser’s relationship with MedConnect) and Advertiser hereby agrees to pay the said taxes and charges promptly without raising any objections. Advertiser also agrees that in the event the said taxes and charges are not charged by MedConnect the same shall be paid by the Advertiser directly to the authorities concerned without raising any objection. The Advertiser further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by theAdvertiser for the Listing and Services rendered by MedConnect.
- i) All TDS deductions, form no. 16A should be sent at firstname.lastname@example.org) Advertisers fall in category of Advertisement Services under section 194C of Income Tax Act, wherein maximum TDS rate is mentioned as 2,. iii) Service Tax is levied as per existing government policy. iv) Pursuant to Income Tax circular No 1/2014 dated 13-01-2014 TDS should not be deducted on service tax.
- MedConnect’s interpretation of the Contract shall be final and binding on Advertiser.
- Advertiser agrees that no joint venture, partnership, employment, or agency exists between Advertiser and MedConnect and that the Advertiser is not entitled to bind MedConnect by its actions.
- MedConnect is subject to existing laws and legal process and nothing contained in the Contract is in derogation of MedConnect’s right and obligation to comply with the law.
- If any clause or part thereof of the Contract is held to be invalid or unenforceable then the invalid or unenforceable clause/ provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and enforceable and the remainder of the Contract shall continue in effect. Such revision to the Contract will be deemed to have been in effect from the Effective Date.
- Advertiser may not assign any rights or obligations against MedConnect without MedConnect’s prior written consent. MedConnect reserves the right to transfer any right or obligation against Advertiser by issuance of notice of such assignment to the Advertiser. Upon such assignment, the assignee shall be bound by the Contract in the same manner as MedConnect and MedConnect shall cease to have any liability to Advertiser. However, the Parties agree that MedConnect has an unfettered right to assign the Contract and the Advertiser is only entitled to a notice of such assignment. The Parties further agree that assignment of the Contract by MedConnect will not be subject to Advertiser’s consent.
- MedConnect shall not be responsible for any delay or deficiency due to any force majeure events such natural disasters, acts of terrorism, civil labor strife, labor and transportation strikes. During a force majeure event, the obligations of MedConnect under the Contract will stand suspended.
- Nothing in the Contract obliges or will be deemed to oblige MedConnect to provide any credit to the Advertiser.
- Advertisers agrees that MedConnect reserves its right to present the payment mandates i.e. ECS / CCSI / NACH any number of times to receive its just dues / payments for the services rendered under this terms of service.
All disputes, differences and/or claims arising out of the Contract shall be settled by Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory amendment thereof. The dispute shall be referred to a single arbitrator shall be appointed by the authorized representative/ Director ofMedConnect. The Advertiser shall not challenge the nomination of Arbitrator his award on the ground that the nomination is made by authorized representative/ Director ofMedConnect. The arbitration proceedings shall be held at Mumbai and the arbitration shall be conduct. in English Language. The award of the Arbitration shall be final and binding on the Advertiser and MedConnect. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.
These Terms, including any Annexures, along with the Contract Form hereto forms a single Contract between the Parties hereto and constitute the entire understanding between the Parties with regard to the subject matter hereof and supersede any other Contract between the Parties relating to the subject matter hereof.
AMENDMENTS AND WAIVERS
No waiver by any Party of any term or condition of the Contract, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Contract on any future occasion.
The contract is executed in duplicate and the advertiser has retained a carbon copy of this contract, both copies constitute one and the same contract