The following are the Member Terms and Conditions (“MTC”), which read together with the other Member Documents, govern your purchase and use of the products and/or services (the “Services”) from the Company (hereinafter referred to as the “Service Provider(s)”, which term shall include its/their respective nominees, successors, agents and assigns, as the context may permit), and constitute a legally binding agreement, between the Member and/or the Sponsor, as the case may be on the one part, and the Service Provider on the other part. The Member and the Sponsor hereby acknowledge and accept that, placing their signature on the Enrolment Form or the Welcome Letter, or clicking on the ‘Submit’ button on the online form on the Website, shall constitute their unconditional acceptance to be bound by the Member Documents.
1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1.1. In the MTC, except where the context otherwise requires, the following terms shall have the following meanings:
“Applicable Laws” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Competent Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation having the force of law of any of the foregoing by any Competent Authority having jurisdiction over the matter in question, in effect at the relevant time;
“Claim” shall have the meaning ascribed to it in Paragraph 10.1;
“Company” shall mean Support Elders Private Limited;
“Competent Authority” shall mean any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity exercising powers conferred on it by the force of law;
“Confidential Information” shall mean all written information which is obtained/received during the Term, including but not limited to the terms and conditions specified herein and all information concerning a party’s business transactions, technical and operational information and financial arrangements;
“Data” shall have the meaning assigned to it under the Data Privacy Law;
“Data Principal” shall mean, in relation to any Personal Data, the individual to whom such Personal Data relates;
“Data Privacy Law” shall mean any and all Indian laws or regulations relating to the Personal Data of Indian citizens and/or residents and shall include the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 and any and all amendments thereto;
“Effective Date” shall have the meaning ascribed to it in Paragraph 3.3;
“Enrolment Form” shall have the meaning ascribed to it in Paragraph 3.2;
“Force Majeure” shall mean any event which is outside the reasonable control of the party affected by such event impairing such party’s ability to perform any of its obligations (other than payment obligations) hereunder, including, but not limited to Acts of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion or other disturbance caused due to law and order/political/communal problems, epidemic, quarantine, governmental orders, prohibition, embargo, legislations, ordinances and enactments, notifications, rules and regulations, strikes, lock-outs or other industrial action, whether of the affected party’s own employees or others, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;
“Indemnified Parties” shall have the meaning ascribed to it in Paragraph 10.1;
“Indemnifying Parties” shall have the meaning ascribed to it in Paragraph 10.1;
“Lock-in Period” shall mean a period of 3 (three) months from the date of initiation of Services by the Service Provider;
“Losses” shall have the meaning ascribed to it in Paragraph 10.1;
“Member” shall mean a person (i) who has duly filled up and submitted an Enrolment Form; or (ii) on whose behalf an Enrolment Form has been duly filled up by a Sponsor, for availing any of the Services, and which Enrolment Form has been accepted by the Service Provider in accordance with the MTC, and shall also include a person to whom a Welcome Letter has been issued by the Service Provider;
“Nominee”shall have the meaning ascribed to it in Paragraph 3.2.3;
“Other Charges”shall have the meaning ascribed to it in Paragraph 4.1.2;
“Paragraph”shall mean a paragraph of the MTC;
“Personal Data”shall have the meaning assigned to both “personal data” and “personal information” under the Data Privacy Law;
“Sensitive Personal Data”shall have the meaning assigned to it under the Data Privacy Law;
“Scope of Services” shall have the meaning ascribed to it in Paragraph 3.4;
“Service Fee(s)” shall mean collectively the Subscription Amount, the Other Charges and the Registration Charges;
shall mean a person who submits an Enrolment Form on behalf of a Member and makes payment of the Service Fees to the Service Provider;
shall have the meaning ascribed to it in Paragraph 4.1.1;
shall have the meaning ascribed to it in Paragraph 4.1.3;
shall have the meaning ascribed to it in Paragraph 2.1;
shall mean any online visitors to the Website who may not be Members;
shall mean www.supportelders.com, the official website of the Service Provider, together with all its contents and materials included therein; and
shall mean the welcome letter issued by the Service Provider to the Member, including any schedules and annexures attached thereto.
1.2 Principles of Interpretation
In construing the MTC:
(a) unless the context otherwise requires, words importing the singular shall include the plural and vice versa;
(b) paragraph headings are for reference only and shall not affect the construction or interpretation hereof;
(c) references to paragraphs are references to Paragraphs of the MTC;
(d) unless otherwise stated specifically, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends, and if the day on which the period ends is not a working day, then such period shall stand extended to the next working day;
(e) any reference to statutory provisions shall be construed as meaning and including references to any amendment or re-enactment thereof (whether before or after the Effective Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions;
(f) the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to the MTC as a whole;
(g) reference to any agreement, contract, document or arrangement or to any provision thereof shall include references to any such agreement, contract, document or arrangement as it may, after the date hereof, from time to time, be amended or supplemented;
(h) the expression “this Paragraph” shall, unless followed by reference to a specific provision, be deemed to refer to the whole Paragraph (not merely the sub-Paragraph or other provision) in which the expression occurs;
(i) reference to the word “include” or “including” shall be construed without limitation; and
(j) the word “person” shall mean any individual, partnership, firm, corporation, body corporate, joint venture, association, trust, unincorporated organization or other similar organization or any other entity and wherever relevant shall include their respective successors and assigns, and in case of an individual shall include his legal representatives, heirs, administrators and executors, and in case of a trust shall include the trustee or the trustees for the time being.
The MTC shall be applicable from the date of acceptance hereof and shall be binding in full force and effect for the entire duration of provision of the Services by the Service Provider to the Member (“Term”).
3. PROVISION OF SERVICES
On and from the Effective Date, the Member or the Sponsor, as the case may be, shall engage the Service Provider and the Service Provider shall render the Services to the Member, in accordance with the terms and conditions of the MTC and the other Member Documents. The Services shall be available only in such jurisdictions or parts thereof, as specified in the Member Documents.
The Service Provider shall provide the Member or the Sponsor, as the case maybe, with an enrolment form in order for the Member or the Sponsor, as the case maybe, to apply for the Services (“Enrolment Form”). The Services shall be activated by the Service Provider only after fulfillment of all of the following actions to the complete satisfaction of the Service Provider:
the Member or the Sponsor, as the case maybe, has duly filled in and submitted such Enrolment Form and provided all necessary documentation, as specified therein, to the Service Provider, including but not limited to proof of Indian citizenship and residency in India of the Member;
the Service Provider has accepted such Enrolment Form and the request for membership;
the Member has duly filled in the nominee form provided to the Member, naming therein his/her next of kin/legal representative/heir (“Nominee”), which nominee form has been duly signed by both the Member and the Nominee and submitted to the Service Provider. In case, the Member has a Sponsor, he/she or his/her legal representative/heir will be deemed to be the Nominee, and the Sponsor and the Member shall have to duly fill in and submit the nominee form to the Service Provider;
the Service Provider has accepted such nominee form;
the Member or the Sponsor, as the case maybe, has paid the Subscription Amount and the Other Charges (as applicable) to the Service Provider in terms of Paragraph 4 (Service Fee) of the MTC; and
the Member or the Sponsor, as the case may be, have duly executed all other Member Documents, and the same have been accepted by the Service Provider.
The Service Provider shall activate the Services from the date on which each of the conditions listed in Paragraph 3.2 above have been fulfilled by the Member and/or the Sponsor to the satisfaction of the Service Provider (“Effective Date”). Provided that, the Member hereby acknowledges and accepts that for providing certain Services, no Enrolment Form shall be issued and only a Welcome Letter shall be provided by the Service Provider, in which case the Effective Date shall be the date of issue of the Welcome Letter. Notwithstanding anything to the contrary stated herein, the Service Provider reserves the right to accept / reject the membership application of any prospective Member at its sole and absolute discretion and the Service Provider’s decision in this regard shall be final.
The Services to be rendered by the Service Provider to the Member shall be in conformity with the scope of services and service levels as specified by the Service Provider (“Scope of Services”). Additional terms and conditions which are applicable to the specific Services availed by the Member are also provided in the Scope of Services, and the Member and the Sponsor hereby undertake to comply with and be bound by all such terms and conditions as specified therein.
The Member and the Sponsor hereby acknowledge that he/she/they are fully aware of the Service Provider’s terms and conditions for providing the Services (as provided in the MTC and the other Member Documents). The Member/Sponsor may also refer to the Website for access to the MTC. The Member/Sponsor shall also be entitled to contact the Service Provider’s contact centre to seek clarifications/information regarding such terms and conditions and may request for a soft copy of the updated terms and conditions applicable to the Services being provided to such Member.
4. SERVICE FEE
In consideration for the Service Provider’s performance of the Services, the Member or the Sponsor, as the case maybe, shall make payment of the mutually agreed Service Fee to the Service Provider. The Service Fee shall include the following:
Subscription Amount: The Member or the Sponsor, as the case maybe, shall pay the subscription amount specified on the Website (“Subscription Amount”) to the Service Provider through demand draft/ banker’s cheque / online payment / net banking (subject to actual realization by the Service Provider);
Other Charges: Any other fees including security deposits/advance amounts/usage charges etc. (“Other Charges”) applicable to specific Services, shall be payable by the Member or the Sponsor, as the case maybe, to the Service Provider as specified on the Website. The Member or the Sponsor, as the case maybe, shall be required to pay the Other Charges to the Service Provider through demand draft/ banker’s cheque/ online payment/ net banking (subject to actual realization by the Service Provider); and
Registration Charges: The Service Provider may charge non-refundable registration charges for any or all of the Services. Such charges will be separately payable by the Member or the Sponsor, as the case may be, at the time of enrolment of the Member/ commencement of Services, in such manner as may be specified by the Service Provider.
The Service Fee specified in Paragraph 4.1 hereinabove is exclusive of all applicable taxes, which shall be payable by the Member or the Sponsor, as the case maybe, (excluding tax on income of the Service Provider) at the prevailing rates and in accordance with Applicable Laws. All payments of Service Fee shall be made by the Member or the Sponsor, as the case maybe, in INR (Indian Rupees) only.
It is hereby clarified that all payments of Service Fee shall be made by the Member or the Sponsor, as the case maybe, in advance. However, for any mutually agreed additional services being provided by the Service Provider to the Member in the manner set forth in Paragraph 6.1 below, invoices shall be issued by the Service Provider to the Member or the Sponsor, as the case maybe, which shall be cleared immediately at the time of delivery of the service, failing which, the Member or the Sponsor, as the case maybe, shall pay a penal interest @ 12% (twelve percent) per annum on the amounts due for the duration of such delay.
If and to the extent that the Service Provider’s costs are augmented by increases in wages, cost of labour, cost of insurance or due to any change in any Applicable Laws after the Effective Date, the Service Fees may be proportionately increased, by the Service Provider at its sole discretion. Further, the Member and the Sponsor hereby acknowledge and accept that the Service Provider shall have the right to escalate the Service Fee by 10% (ten percent) after the expiry of every 12 (twelve) months.
It is hereby agreed between the parties hereto, that in the event of demise of the Member or non-payment of the Service Fee for any reason whatsoever, the Nominee will be required to make timely payment of all outstanding dues to the Service Provider pursuant to the MTC. The Nominee, for such purposes, shall be deemed to be the Member/Sponsor and all provisions set out herein shall be applicable to the Nominee.
The Member and the Sponsor hereby authorize the Service Provider to adjust/appropriate all payments made by him/her under any heads of dues against outstanding of the Member/Sponsor against provision of Services, and the Member and the Sponsor undertake not to object/ demand/ direct the Service Provider to adjust his/her payments in any manner.
5. REFUND OF SERVICE FEE
In the event that during the Term, a Member expires or is rendered physically incapable of accepting the Services selected by such Member or his/her Sponsor, the provision of Services under the MTC shall be cancelled and the Service Provider shall refund the unused Subscription Amount to the Member (or to the Sponsor or the Nominee) on a pro rata basis without any interest. Further, the Service Provider shall refund the unused /un-appropriated Other Charges to the Member (or to the Sponsor or the Nominee) without any interest after setting-off any amounts that may be due and payable by the Member or the Sponsor, as the case maybe, to the Service Provider.
In the event that a Member or Sponsor, as the case maybe, terminates/cancels the Services during the Lock-in Period for any reasons other than those specified in Paragraph 5.1 above, then without prejudice to any of its other rights or remedies, the Service Provider shall be entitled to forfeit all amounts lying with the Service Provider, which is a reasonable pre-estimate of losses and not a penalty.
In the event that a Member or Sponsor, as the case maybe, desires to terminate/cancel the Services after expiry of the Lock-in Period, the Service Provider shall: (a) refund the unused /un-appropriated Other Charges to the Member or the Sponsor, as the case maybe, without any interest after setting off any amounts that may be due and payable by the Member or the Sponsor, as the case maybe, to the Service Provider; and (b) be entitled to retain a portion of the Subscription Amount as cancellation charges and shall be required to refund only the remainder of the Subscription Amount depending upon the payment plan chosen by the Member or the Sponsor, as the case maybe, without any interest, in the manner provided hereunder:
Subscription / Payment Plan
Service usage in days
Refund % to Member (after Lock-in Period)
< = 15 days
> 15 days
< = 15 days
16 to 30 days
31 to 60 days
> 60 days
< = 15 days
16 to 45 days
46 to 90 days
91 to 150 days
> 150 days
<= 30 days
31 to 90 days
91 to 180 days
181 to 270 days
> 270 days
6. OBLIGATIONS OF THE SERVICE PROVIDER
From time to time, the Member and/or the Sponsor may request the Service Provider to provide services other than the Services. On receipt of such a request from the Member and/or the Sponsor, the Service Provider may in its sole discretion supply a written quotation to the Member or the Sponsor, as the case maybe, including therein a description of the services to be provided and the fee proposed to be charged for the services by the Service Provider. The parties shall only include such additional services that have been agreed to in writing by the parties.
The Service Provider shall have the exclusive right to determine the number, qualification, experience, categories, working time and other criteria of the personnel required for rendering any Services. The Service Provider shall in its sole discretion select, hire, remove, assign and/or re-assign the personnel and may employ such number of personnel as the Service Provider in its assessment deems sufficient.
It is hereby clarified that the Service Provider shall not be responsible for giving or obtaining specialist advice in areas outside its expertise (whether medical or non-medical) and shall not be held liable in any manner whatsoever where other advisers have been engaged to give the relevant advice. In the case of advice provided by other advisers, the Service Provider will be entitled to rely upon that advice for the purposes of providing the Services. The Member and the Sponsor shall be entitled at any time to seek advice from any person on any matter within the scope of the Services, but for the avoidance of doubt, the seeking of any such advice will be without prejudice to the payment of any fee to the Service Provider hereunder.
While the Service Provider shall make efforts to accommodate and facilitate the Services selected basis the preferred choice of the Member, any booking / request confirmation shall be subject to the availability of resources, and any decisions taken by the Service Provider in this regard would be final and binding on the Member.
The Service Provider may in its sole discretion, refer and/or facilitate the Member or Sponsor, to engage, third party agencies / personnel for services which are beyond the scope of the Services. In the event that any such third parties are engaged by the Member or the Sponsor, the Service Provider shall in no way be responsible / liable for the delivery / quality of services provided by such third parties. Further, the Member or the Sponsor, as the case may be, shall be responsible for making all payments to such third party agency / personnel for any such facility / services opted by the Member and the Service Provider shall not be held responsible / liable to make such payments in any manner whatsoever.
7. OBLIGATIONS OF THE MEMBER AND THE SPONSOR
The Member and the Sponsor shall not at any time, directly or indirectly, contact any of the Service Provider’s employees or staff unless specifically advised by the Service Provider in writing. For all requests for Services and/or any other kind of communication with the Service Provider, the Member and the Sponsor shall contact the Service Provider’s contact centre or use the Website or any other available digital channels as may be offered by the Service Provider to the Member and the Sponsor from time to time. Further, the Member shall not be entitled to demand any Services from any unique resource/ particular person or agency. Moreover, the Member shall not entertain / suggest / engage the Service Provider’s personnel for any work / task / responsibilities beyond the Service Provider’s schedule or working hours in lieu of cash / kind.
During the Term, the Member and the Sponsor shall regularly provide all such information, assistance and documents to the Service Provider, as may be reasonably required by the Service Provider for the performance of the Services and fulfilling its obligations hereunder.
By availing the Services, the Member and the Sponsor confirm that the Member is physically and mentally fit for availing such Services. The Member and the Sponsor shall keep the Service Provider informed of all developments (medical and non-medical) relevant to the performance of the Services by the Service Provider.
The Member and the Sponsor acknowledge that in performing the Services, the Service Provider shall be entitled without further inquiry or investigation to rely upon the accuracy and completeness of all information and/or documents provided by the Member and/or the Sponsor.
The Member and the Sponsor agree that no initiatives relevant to the Services will be taken by the Member or the Sponsor without first consulting with the Service Provider with respect to the same.
In the event that the Member is availing any Service from the Service Provider which requires travelling, the Member or the Sponsor shall inform the Service Provider about any known medical history/allergy in writing, prior to the commencement of any travel. It is hereby clarified that all travelling undertaken by the Member shall be at his/her sole risk. Further, the Member and the Sponsor hereby undertake to execute all declarations, disclaimers and undertakings as may be required by the Service Provider, prior to commencement of travel.
In the event that any products or devices are provided by the Service Provider to the Member in the course of provision of any Services, and any such products or devices are lost / stolen / physically damaged, then the Member/Sponsor shall be liable to forthwith reimburse the cost of such product or device to the Service Provider. Further, so long as the Member is in possession of the products or devices, the Member shall not, and shall not allow any person to, reverse engineer, de-compile, or in any other manner disassemble the product or device, and shall not, either directly or indirectly, alter, revise, enhance, customize or otherwise change or modify the same or any part thereof.
The Member hereby permits the Service Provider to provide medical and/or other historical details of the Member to law enforcement agencies/firefighting/ disaster management/emergency response teams/public safety and security agency and /or the hospital if so requested/required by them.
The Member and/ or the Sponsor hereby permit the Service Provider to contact the Member, Sponsor and/ or the Nominee for any purpose pertaining to the provision of the Services, in any manner as the Service Provider may deem fit, including by telephone, e-mail or personal visits.
8. REPRESENTATIONS AND WARRANTIES
Each party hereby represents and warrants to the other party that:
the execution and delivery hereof and the performance of its/his/her obligations hereunder, shall not (i) conflict with or result in the breach of the terms of any other contract or commitment to which it/he/she is a party or by which it/he/she is bound, (ii) conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license to which it/he/she is a party or by which it/he/she is bound or (iii) require the consent or approval of any other party to any contract, instrument or commitment to which it/he/she is a party or by which it/he/she is bound;
there are no actions, suits or proceedings existing, pending or, to its/his/her knowledge, threatened against or affecting it/him/her before any Competent Authority that affect the validity or enforceability of the MTC or any other Member Documents or that would affect its/his/her ability to perform its/his/her obligations hereunder; and
the obligations under the MTC and the other Member Documents are legal and valid obligations binding on it/him/her and enforceable against it/him/her in accordance with the terms hereof.
The Service Provider makes no warranties of any kind, expressed or implied, regarding the functionality of any hardware or software used in providing the Services or pertaining to the Services, but instead relies on the warranties provided by the manufacturer of each product. Further, the Service Provider does not make, and hereby disclaims, any and all express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage or trade practice.
9. LIMITATION OF LIABILITY
In case any Member falls ill or has any other medical emergency while availing any Services, the Service Provider shall make best endeavors to provide the requisite medical care and attention by a registered medical practitioner at the location and/ or at the nearest available hospital; provided that all expenses in connection with the same would be borne by the Member or the Sponsor, as the case may be. The Member and the Sponsor hereby acknowledge and undertake that the Service Provider shall not be held responsible or liable in any manner whatsoever for any such illness or medical emergency of the Member.
The delivery of Services by the Service Provider is subject to the ease of access to the Member in case of an emergency. In case the entrance to the residence/location of the Member is restricted / prohibited / blocked / locked / not permitted, the Service Provider’s liability will cease to exist once the Service Provider informs the local police station or the Nominee or the Sponsor. Further, if entry or access to the Member is not granted to the Service Provider’s personnel, then the Service Provider shall not be held responsible for any delay or failure in the provision of Services.
In the event that the Member is provided with a medical alert device by the Service Provider, the Member and the Sponsor hereby jointly and severally accept and acknowledge that there are certain limitations to the working of such devices and that the Services pertaining thereto may not be available to the Member in certain circumstances, as more particularly described in the Scope of Services, and the Member and the Sponsor hereby agree and undertake not to raise any claims or disputes against the Service Provider and/or its partners, with respect to the same.
The Service Provider is dependent on external partners for delivery of some of the Services and in the case of termination of any agreements between the Service Provider and its external partners, the Member and the Sponsor hereby jointly and severally agree and undertake not to raise any claims or disputes against the Service Provider for any interruption or deficiency in services or for any loss of data.
In the provision of Services, the Service Provider shall not be liable for any deficiency of services on the part of third party vendors, suppliers or persons, including but not limited to, ambulances, hospitals and other medical facilities. Without prejudice to the generality of the foregoing, the Member and the Sponsor hereby agree and acknowledge that such third parties shall be solely responsible for the quality, actual delivery and consequences of all services (including medical services) provided by them, as specified in the relevant Scope of Services from time to time, and no claims or disputes shall be raised against the Service Provider in this regard.
It is hereby clarified that the Company’s personnel do not practice medicine or any other licensed profession, and do not interfere with the practice of medicine or any other licensed profession by doctors and registered medical practitioners, each of whom is responsible for his or her services and compliance with the requirements applicable to his or her profession and license. Neither the Service Provider nor any third parties who provide the Services shall be liable for any professional advice obtained by a Member from a doctor or registered medical practitioner.
The Member and the Sponsor hereby acknowledge that the Service Provider shall not be liable in any manner whatsoever for any of the following:
that medical data of the Member was not uploaded or reported due to phone or internet connectivity related issues or device software problems;
that medical data of the Member could not be sent to the hospital or doctor due to confidentiality or any other issues with respect to sharing of data;
that the Member passed away while in the care of the Service Provider’s personnel or on the way to the hospital;
that the Member refused medical aid or treatment;
that the Member suffered any harm or bodily injury while travelling in the course of the Services; or
any discrepancies in withdrawal of cash or banking transaction performed by the Service Provider’s personnel under directions from the Member and/or the Sponsor.
In no event shall the Service Provider be liable to the Member, the Sponsor or any third party, for any loss of profits, loss of business, or indirect, incidental, special, consequential, exemplary or punitive damages arising out of or related to the provision of Services hereunder.
For the avoidance of doubt, it is hereby clarified that the Service Provider shall not be held liable, in any manner whatsoever, for any delay in receipt/non-receipt of any refund by the Member or the Sponsor, as the case may be, in accordance with the terms of the MTC, for any reason, including but not limited to, any delay by the Indian postal authority or due to a change in address of the Member/Sponsor or loss in transit.
The Service Provider’s liability to the Member or the Sponsor, as the case maybe, shall in no event exceed the total amount paid by Member or the Sponsor, as the case maybe, to the Service Provider for the Services rendered during the preceding 12 (twelve) months.
The Member and the Sponsor (“Indemnifying Parties”) hereby jointly and severally agree to indemnify and save harmless the Service Provider and its officers, directors, employees, partners and agents (“Indemnified Parties”) promptly upon demand and from time to time against any and all losses, damages, costs, liabilities, fines, penalties, imposts, compensations paid in settlement or expenses (including without limitation, reasonable attorneys’ fees and disbursements but excluding any consequential, punitive or special damages) (collectively, “Losses”) arising out of:
any mis-statement made by any of the Indemnifying Parties;
the failure by any of the Indemnifying Parties to fulfill any agreement, covenant or condition contained in the Member Documents, including without limitation the breach of any terms and conditions of the MTC;
any breach of any representations or warranties made by any of the Indemnifying Parties;
any payments made on behalf of the Member or the Sponsor, as the case may be;
the provision of Services to the Member; and/or
any claim or proceeding by any third party against the Indemnified Parties arising out of any act, deed or omission of the Indemnifying Parties and/or persons acting for or under the Indemnifying Party (hereinafter referred to as a “Claim”).
The Indemnified Parties shall be entitled to make a Claim by issuing a notice in writing to the Indemnifying Parties and the Indemnifying Party shall pay an amount equal to the Losses within 45 (forty five) days from the date of such notice.
The indemnification rights of the Indemnified Parties under the MTC are without prejudice to, independent of and in addition to, such other rights and remedies as the Indemnified Parties may have at law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished hereby.
By accessing or browsing the Website, Visitors will be bound by the MTC to the extent applicable to them or as may be expressly stated to be applicable to Visitors.
The Website may include links to other websites whose content is not under the Service Provider’s control. Therefore, the Service Provider does not assume or accept any responsibility for the content of such websites, nor is the Service Provider responsible for the information protection strategies of other web pages or their content.
12. CONFIDENTIALITY AND DATA PRIVACY
The parties shall not disclose, divulge and/or disseminate to any third party any Confidential Information. This obligation will not apply to Confidential Information, which is or becomes public knowledge through no fault of the parties hereto as well as Confidential Information, which the parties hereto might be required to disclose under Applicable Law or by order of any Competent Authority.
The Service Provider, however, may use services of partners and associates, and hence rely on the privacy norms followed by such partners and associates, for specific purposes like enabling geographic tracking, measurement and storage of Personal Data, electronic medical records for delivering Services or getting the Member admitted to a hospital or getting the Member checked by a registered medical practitioner etc. for which the Service Provider may have to share Confidential Information of the Member with such partners and associates. The Member hereby grants specific and permanent consent to the Service Provider for sharing certain Data of the Member including his/her medical health records and other health related data of the Member, with such partners and associates.
Subject to Paragraph 12.2 above, in the event any party hereto wants to disclose any Confidential Information, it shall take prior written consent of the other party and shall make only such disclosures as allowed by the other party. However, such consent shall not be required for disclosure of any Confidential Information that is already in the public domain or required to be disclosed by any court of law or other authorities under any Applicable Law. In such an event the disclosing party shall intimate the other party before making such disclosure.
Notwithstanding anything stated herein, the Member and the Sponsor, jointly and severally:
acknowledge and agree that in the course of providing the Services, the Service Provider may use Member’s Personal Data for the purposes of its own research and analytical purposes. Provided that the Service Provider shall at all times treat such Personal Data of the Member as confidential and shall comply with the provisions of this Paragraph 12 in respect of such Member’s Data; and
hereby grant to the Service Provider, express consent to disclose such Member’s Data as is required to be disclosed by the Service Provider to fulfil its obligations hereunder, on a need to know basis, as the Service Provider may at its sole discretion deem fit.
its practices and policies;
type of Personal Data or Sensitive Personal Data collected by the Company from Members and Visitors;
purpose of collection and usage of such Personal Data and Sensitive Personal Data;
disclosure of Personal Data or Sensitive Personal Data to third parties, if any; and
reasonable security practices and procedures regarding the processing of Personal Data and Sensitive Personal Data.
the fact that Data or Sensitive Personal Data is being collected;
the purpose for which Data or Sensitive Personal Data is being collected;
the intended recipients of Data or Sensitive Personal Data; and
the name and address of (a) the agency that is collecting the Data or Sensitive Personal Data; and (b) the agency that will retain the Data or Sensitive Personal Data.
13. TERM AND TERMINATION
Either party may cancel the provision of Services hereunder, by giving a prior written notice of 7 (seven) days to the other party. Provided that, in no event, shall the Member or the Sponsor, as the case may be, be entitled to cancel the Services prior to the expiry of the Lock-in Period.
In the event that a Member or Sponsor, as the case maybe, fails to pay the Subscription Amount within the prescribed timelines of the payment plan chosen by him/her, the following shall automatically ensue:
if the Member’s membership is for a period of more than 12 (twelve) months, the Member or Sponsor, as the case maybe, shall get a grace period of 15 (fifteen) calendar days to honour and pay the Subscription Amount and if the Subscription Amount remains unpaid after expiry of this period, the Services shall be deemed to have been cancelled. Provided that during the aforesaid grace period, the Service Provider shall continue to provide the Services to the Member, subject to availability of adequate amount of the Other Charges with the Service Provider; or
if the Member’s membership is for a period of less than 12 (twelve) months, the Services shall be deemed to have been cancelled with immediate effect.
On expiry of the Term or earlier termination of Services hereof:
the Service Provider shall within 60 (sixty) days submit its final invoice to the Member or Sponsor, as the case maybe, setting out the total amounts due to the Service Provider pursuant to the Member Documents, which shall be settled in accordance with the mechanism specified in Paragraph 4 above;
the Member shall, and the Sponsor shall ensure that the Member shall, forthwith return all devices, documents and all other property of the Service Provider, provided by the Service Provider to the Member during the Term, as the Service Provider may reasonably request; and
all the respective obligations of the parties hereto shall cease as of the expiry date or the date specified in the notice of termination without any further actions by the parties (except for those obligations which, by their terms, survive the expiration or termination hereof).
The termination/cancellation of Services hereunder shall be without prejudice to any other rights or remedies of the parties whether under law or in equity or under contract.
Unless otherwise agreed by the parties and save as otherwise provided herein, the rights and obligations of the parties in respect of Paragraphs 1 (Definitions and Principles of Interpretation), 8.2 (Representations and Warranties), 9(Limitation of Liability), 10 (Indemnity), 12 (Confidentiality and Data Privacy), 13.5 (Survival) and 14 (Miscellaneous) as are applicable or relevant thereto, shall continue to have effect notwithstanding the expiry of the Term or earlier termination/cancellation of Services pursuant to the MTC.
Upon the happening of a Force Majeure event preventing either party from performing its respective obligations hereunder, the affected party’s obligation to perform such obligations (save and except payment obligations) shall be suspended during the period affected by Force Majeure. The party suffering such event will promptly notify the other party in writing and if the period of suspension lasts for longer than 3 (three) months, then the affected party may decide at any time thereafter to terminate all or any part of the Services in accordance with the provisions hereof.
All notices and other communications pursuant to the Member Documents shall be in writing and shall be deemed to be given if emailed to the parties at the addresses set forth below or to such other address as the party to whom notice is to be given may have furnished to the other parties hereto in writing in accordance herewith. Any such notice or communication shall be deemed to have been delivered and received by email, on the date sent if confirmation of receipt is received
In the case of notice to Service Provider:
Attention: Member Grievance Cell
E mail: email@example.com
In the case of notice to the Member or the Sponsor: At such address as mentioned in the Enrolment Form submitted by the Member or the Sponsor / Welcome Letter.
The Member and/or the Sponsor shall not be entitled to assign, delegate or transfer all or any of its rights and responsibilities hereunder, save and except with the prior written consent of the Service Provider.
Notwithstanding anything stated herein, the Service Provider may assign its interest or delegate or transfer all or any of its rights and responsibilities hereunder to any other entity as it may deem fit.
No failure or delay by any party in exercising any claim, power, right or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof or of any other power, right or privilege. Any remedy or right conferred on a party for breach of any terms or conditions of the Member Documents shall be in addition to and without prejudice to all other rights and remedies available to it.
The MTC, together with the other Member Documents constitute the whole agreement between the parties and supersedes any previous written or oral agreements, understandings, negotiations and discussions between the parties in relation to the matters dealt with herein and therein.
If any terms and conditions of the MTC are determined to be invalid or unenforceable, the remaining terms and conditions of the MTC shall nevertheless remain in place, effective and enforceable by and against the parties hereto and the invalid, illegal or unenforceable provision shall be deemed to be superseded and replaced by a valid, legal and enforceable provision which the parties mutually agree to serve the desired economic and legal purpose of the original provision as closely as possible.
Each party shall be responsible for bearing its own costs and expenses.
The parties shall use their reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws and regulations to consummate or implement expeditiously the transactions contemplated by, and the agreements and understanding contained in the MTC and the other Member Documents.
Legal and Prior Rights
All rights and remedies of the parties hereto shall be in addition to all other legal rights and remedies belonging to such parties and the same shall be deemed to be cumulative and not alternative to such legal rights and remedies aforesaid.
The parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. The provision of Services hereunder will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
The MTC may be delivered via facsimile, electronic mail or PDF copy, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
By posting messages, uploading files, inputting data, or engaging in any form of communication with the Service Provider through any medium, whether oral or written, the Member and the Sponsor are hereby granting to the Service Provider an unrestricted license to use, copy, modify, adapt or document in any form any communications, information or any underlying work in which the Member and/or the Sponsor may possess proprietary rights, including but not limited to copyright rights. All the Members and the Sponsors, as users of the system are therefore deemed to have disclaimed or waived all copyright ownership rights in their messages or files, even if they contain copyright notices. The Member and the Sponsor shall have absolutely no recourse against the Service Provider as the system provider for any alleged or actual infringement of any proprietary rights to which they may claim ownership. The use of the Service Provider’s system by the Member and/or the Sponsor affords him/her access to many of the features of the Service Provider’s system, but the Service Provider’s system remains within the exclusive proprietary control of the Service Provider. The Service Provider or its suppliers own the intellectual property rights to any and all protectable components of its system, including but not limited to the Website, computer software, the related documentation, the end-user interfaces, the name of the Service Provider’s system, many of the individual features, and the collective works consisting of sequences of all public messages on the Service Provider’s system. Neither the Member nor the Sponsor may reproduce any sequence of messages from the Service Provider’s system, either electronically or in print, without the Service Provider’s written permission. In addition, neither the Member nor the Sponsor may copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile or dissemble any aspect of the system that the Service Provider or its suppliers own.