THESE TERMS AND CONDITIONS CREATE A BINDING AND ENFORCEABLE CONTRACT (HEREINAFTER REFERRED TO AS “AGREEMENT”) BETWEEN YOU (“AGENT OF CUSTOMER” or “YOU”), THE ENTITY THAT YOU REPRESENT (“CUSTOMER”) AND ODOC (PRIVATE) LIMITED, A DULY REGISTERED COMPANY IN SRI LANKA WITH ITS REGISTERED OFFICE AT 177, GALLE ROAD, COLOMBO 07, SRI LANKA (“ODOC”).
IN ENTERING INTO THIS AGREEMENT, YOU AS THE AGENT OF CUSTOMER REPRESENT, WARRANT AND ACKNOWLEDGE THAT YOU ARE OVER 18 YEARS OF AGE AND THAT YOU HAVE THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER AND BIND THE CUSTOMER TO THIS AGREEMENT.
IN THE EVENT THE ENTITY THAT YOU REPRESENT IS NOT A LEGAL PERSON, YOU, IN YOUR PERSONAL CAPACITY, SHALL BE SOLELY LIABLE TO FULFIL THE DUTIES AND OBLIGATIONS DUE FROM THE CUSTOMER TO ODOC AND ANY THIRD PARTIES UNDER THIS AGREEMENT, AND THE RELEVANT TERMS AND CONDITIONS OF THE AGREEMENT SHALL BE APPLIED MUTATIS MUTANDI AS BEING APPLICABLE TO YOU IN YOUR PERSONAL CAPACITY.
IN THE EVENT IT IS HELD IN ANY RELEVANT LAWFUL FORUM THAT THIS AGREEMENT IS NOT BINDING UPON THE CUSTOMER, YOU, IN YOUR PERSONAL CAPACITY, SHALL BE SOLELY LIABLE TO FULFIL THE DUTIES AND OBLIGATIONS DUE FROM THE CUSTOMER TO ODOC AND ANY THIRD PARTIES UNDER THIS AGREEMENT AND THE RELEVANT TERMS AND CONDITIONS OF THE AGREEMENT SHALL BE APPLIED MUTATIS MUTANDI AS BEING APPLICABLE TO YOU IN YOUR PERSONAL CAPACITY.
PLEASE READ THE AGREEMENT CAREFULLY. BY PROCEEDING, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND THAT YOU AND THE CUSTOMER ARE LAWFULLY BOUND BY THESE TERMS AS AMENDED FROM TO TIME. IF YOU DO NOT AGREE TO THE AGREEMENT, DO NOT PROCEED OR USE THE SERVICES OF ODOC IN ANY MANNER FOR THE CUSTOMER OR ITS EMPLOYEES.
oDoc, the Agent of Customer and the Customer shall individually be referred to as a “Party” and where relevant in groups or collectively as “Parties”.
A. oDoc operates a technology platform that allows users to interact with persons who are qualified in various fields of healthcare and related services through chat, videos, and phone calls (“Platform”). Based on these interactions, healthcare professionals (“Healthcare Providers”) may provide users with medical advice, professional opinions, prescriptions, and other recommendations.
B. oDoc has agreed to provide the Customer’s employees with access to the Services (defined below) available through the Platform (defined below) on the terms and conditions of this Agreement.
a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
b) “Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permits, licences, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other governmental restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any regulatory authority, whether in effect as of the date you first entered into this Agreement or at any time after.
c) “Eligible Employees” shall mean the selected Customer’s employees that may avail the Services under this Agreement.
d) “Eligible Users” shall mean Eligible Employees and up to a maximum of 3 (Three) Immediate Family Members of each such Eligible Employee.
e) “Guaranteed Minimum Purchase” means INR 990/- subject to all applicable taxes, which is the monthly minimum fee to be paid by the Customer to oDoc.
f) “Immediate Family Members” shall mean the spouse and children of an Eligible Employee.
g) “Intellectual Property Rights” shall mean and include patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
h) “Eligible User List” shall have the meaning ascribed to it in Clause 3.1.
i) “oDoc Terminal” shall mean a mobile device with a functioning copy of the Platform installed on it, together with a blood pressure gauge and thermometer, provided by oDoc to the Customer and used directly or indirectly in the provision of the Services.
j) “Personal Information” shall mean any information that relates to a natural person, which, either directly or indirectly, in combination with other information is capable of identifying such person.
k) “Sensitive Personal Data” shall mean any information that relates to a person’s physical, physiological and mental health condition; sexual orientation; medical records and history; and biometric information.
l) “Services” shall have the meaning ascribed to it in Clause 2.1.
m) “Subscription Fee” shall mean the sums payable for the Services, as set out in Clause 6.
a) Reference to any statute or statutory provision shall include: (i) any previous legislation or statute relating to that statute or statutory provision to the extent applicable under the relevant Clause or Schedule; (ii) any subordinate legislation, rules and regulations under the specific statute or statutory provision framed from time to time; and (iii) such statute or provision as may be amended, modified, repealed, re-enacted, or consolidated.
b) Any reference to writing includes typing, printing, and email but excludes any other form of electronic communication.
c) Pronouns in masculine, feminine, and neutral genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.
2.1 oDoc shall provide the Customer with the following services (collectively referred to as the “Services” and further detailed in Schedule 1):
a) provide Eligible Users with access to and offer them the ability to avail the services available through the Platform as set out in Schedule 1;
b) provide promotion of Services in accordance with Clause 9; and
c) provide the Customer and Eligible Users with support services detailed in Clause 5.
2.2 To avail the Services, the Customer shall provide oDoc with information detailed hereunder in Clause 3, and such other information as may be requested from time to time by oDoc. The Customer warrants that all information, including details of Eligible Users, are accurate and up-to-date. The Customer shall promptly notify oDoc of any change or modification to any information submitted to oDoc. oDoc shall not bear any responsibility with regard to any incorrect information provided.
3.1 The Customer shall provide oDoc with a list of Eligible Users, in a format directed by oDoc and upon the request in any format made by oDoc (“Eligible User List”). The Customer shall be able to amend the Eligible User List at any time by written request made to oDoc or by using any web portal that may be provided by oDoc. The Eligible User List shall expressly list the Immediate Family Members of each Eligible Employee.
3.2 In the event the Customer does not share details of the Eligible Employees’ Immediate Family Members, it authorises oDoc to seek such information from the Eligible Employees. Such information shall be included in the Eligible User List by oDoc.
3.3 A user shall be able to avail the Services within 24 hours of being included in the Eligible User List.
3.4 In order to the use the Platform, Eligible Users shall be required to (a) create an account on the Platform and (b) adhere to the terms and conditions governing the Platform, as amended and modified from time to time (“Terms and Conditions”).
4.1 Subject to the other provisions hereunder, oDoc shall provide reasonable support services to the Customer and Eligible Users, including routine answers to questions pertaining to the Platform or oDoc Terminal requested by the Customer. The support services do not include programming, specialised maintenance, or provision of enhancements to the Platform.
4.2 The support services detailed under this Clause will be provided between 9:00 AM to 5:00 PM between Mondays to Saturdays, or such other time period as may be determined by oDoc at its sole discretion.
5.1 In consideration of the provision of the Services by oDoc, the Customer shall pay fees as detailed below (“Subscription Fees”).
5.2 Subject to Clause 5.3, The Customer shall make payment of Subscription Fees to oDoc at a rate of INR 15/- (Fifteen) per calendar month per Eligible Employee, subject to all applicable taxes. This shall include coverage for 3 (Three) Immediate Family Members of such Eligible Employee.
5.3 The Subscription Fee due to oDoc from the Customer shall be the whichever is the higher of:
a) the Guaranteed Minimum Payment, or
b) the Subscription Fee at the rate set out in Clause 5.2 applicable to the number of Eligible Employees in the most recent Eligible User List. oDoc reserves the right to determine that a previous Eligible User List is applicable in the event it is determined at the dole discretion of oDoc that the Eligible User List is being manipulated to avoid payment of the full amount due to oDoc.
5.4 The Subscription Fees shall, to the exclusion of all other costs, cover only the cost of the subscription licence to use the Platform provided by oDoc and fees levied by Healthcare Providers from Eligible Users relating to the Services.
5.5 The Subscription Fee does not cover, and the Parties acknowledge that oDoc is not liable to meet, other medical expenses or other associated expenses of Eligible Users. Such medical expenses not covered by the Subscription Fee include, and are not limited to, any consultations (for example: consultations where the Healthcare Providers and the user are at the same geographic location) provided by Healthcare Providers to Eligible Users outside of the Platform, costs of pharmaceuticals and medical equipment, laboratory tests and in-patient care, cost of mobile telephone devices, internet data costs, and electricity costs.
5.6 Except for in the case of promotional pricing periods, the Subscription Fee may be increased as determined by oDoc, subject to prior notification of at least 72 hours to the Customer.
5.7 Subscription Fees are collected on a monthly basis and are collected in advance for the next period of one month. A period of one month shall be calculated from one date to the day prior to the even date of the next month – i.e. the period from 15 January to 14 February shall be one month for the purposes of this calculation.
5.8 The first Subscription Fee shall be collected through the web portal provided using the payment method entered by the Customer.
5.9 Subsequent payments shall be collected using the payment method entered by the Customer automatically on a monthly basis.
5.10 An invoice shall be emailed to the address provided by the Agent of Customer during the registration process, and payment shall be collected thereafter.
5.11 Eligible Employees shall be able to avail of Services only after payment is received.
5.12 Sums payable to oDoc under this Agreement shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).
6.1 oDoc maintains all rights including but not limited to the Intellectual Property Rights over the Platform.
6.2 oDoc may identify the Customer as an oDoc customer by displaying the Customer’s logo on the oDoc website, media communications, and sales material indefinitely.
7.1 Each Party hereby represents and warrants to the other Party that:
a) This Agreement has been duly executed and constitutes a legal, valid, and binding obligation of each of them enforceable against it in accordance with its terms.
b) It is a duly organised and validly existing entity under the applicable laws of the country of its incorporation (where applicable).
c) The execution, delivery and performance of this Agreement and all instruments or agreements required hereunder by it does not contravene, violate or constitute a default of or require any consent under the provisions of any other agreement or instrument to which it is bound including any order, judgment, decree, or injunction of any court of law.
d) It has the full power and authority to enter into this Agreement, to execute this Agreement, and to perform its obligations and observe the terms and conditions hereof.
7.2 The Customer shall:
a) co-operate with oDoc in all matters relating to the Services;
b) provide, for oDoc, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, reasonable support as necessary for the provision of the Services;
c) obtain, prior to the Commencement Date, and maintain during the Term of this agreement, all necessary licences and consents and comply with all relevant legislation as required to enable oDoc to provide the Services; and
d) be solely responsible for all acts of officers, agents, employees, or any other persons acting for or on its behalf including medical practitioners and qualified nurses acting for or on behalf the Customer (“Representatives”.)
8.1 The Customer acknowledges that oDoc shall be able to communicate with the Eligible Users to promote utilisation of the Services by the Eligible Users.
8.2 Such communication may include:
a) promotional and instructional documentation in digital and printed form to be shared with Eligible Users, where requested by oDoc through internal communication methods available to the Customer (e.g. office intranet.)
b) promotional material being put up on digital properties maintained by the Customer; and
c) other promotional activities as mutually agreed between the Parties.
8.3 Subject to Clause 7.2, no press release or public announcement containing the other Party’s insignia logos, trademarks, trade name or service marks (collectively, the “Marks”) shall be made by either Party without the other Party’s prior written approval. All use by either Party of the other Party’s Marks will inure to the benefit of the Party owning the Marks.
8.4 In the event of the termination of this Agreement, no payment shall be deemed to be due to either Party from the other Party arising from or in relation to any promotions carried out under and in terms of this Agreement or otherwise.
9.1 Each Party undertakes that it shall not at any time, and for a period of 5 (Five) years after termination of this Agreement, disclose to any person any information concerning the business, affairs, customers, clients of the other Party or of any member of the group of companies to which the other Party belongs or any Personal Information and Sensitive Personal Information received under this Agreement (“Confidential Information”), except as permitted by Clause 10.3.
9.2 Each Party may disclose the other Party’s Confidential Information:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s Confidential Information comply with this Clause; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No Party shall use any other Party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
10.1 The Customer hereby agrees to defend, indemnify, and hold harmless oDoc and/or its Affiliates against any liability, losses, damages or costs (including any legal costs) incurred or suffered by oDoc as a result of any breach, negligent act or omission, or wilful default on the part of the Customer and/or its Affiliates arising either directly or indirectly from the performance (or non-performance) by the Customer or any of its Affiliates of any obligations under this Agreement.
10.2 Except as expressly provided in this Agreement, oDoc disclaims all representations and warranties, express or implied, statutory or otherwise, relating to the Services, including, without limitation, any implied warranty of merchantability or fitness for any particular purpose.
10.3 Subject to the other terms of this Agreement, oDoc may provide the Customer with third party materials and services from time to time. In addition to the terms contained herein, sale and use of all third party materials and services shall be subject to additional terms, conditions, and other policies and documents. oDoc hereby disclaims all liabilities arising out of or in connection with such third party materials and services.
10.4 The Customer agrees and understands that oDoc is an online intermediary that provides a platform to connect Eligible Users to Healthcare Providers. oDoc does not bear any responsibility for any action or inaction by the Healthcare Providers and disclaims all warranties in relation to services provided by the Healthcare Providers.
10.5 The Customer further acknowledges and agrees that oDoc is not and will not be responsible for any claim or for any damages suffered that are related, directly or indirectly, to the provision of services by the Healthcare Providers, including but not limited to the provision of ethics and laws, violation of standards of care and the duty of care, the provision of false or negligent advice or information, violation of third party rights, or any abuse, threats, or offensive behaviour. oDoc shall not be liable for any acts, omissions, or any form of advice provided by any Healthcare Providers to the Eligible Users.
10.6 oDoc shall not be liable to the Customer for any special, indirect, consequential, punitive, or exemplary damages, including for greater certainty any damages as a result of the Services being rendered. Notwithstanding anything to the contrary, the maximum aggregate liability of oDoc and its Affiliates, for any loss shall not exceed INR 10,000/- (Ten Thousand Rupees).
11.1 Subject to other provisions of the Agreement, the Agreement shall commence on the date the Agent of Customer signifies his or her agreement to this Agreement (“Commencement Date”) and shall be effective from the same date up to the date on which the Customer notifies oDoc that it is ceasing availing the Services (“Term”.)
11.2 The Customer may terminate the Agreement by notifying oDoc with 24 Hours prior Notice that it is ceasing availing the Services.
11.3 oDoc may terminate this Agreement immediately without notice if the Customer:
a) fails to perform its duties and obligations under this Agreement including but not limited to the payment of dues.
b) fails to comply with Applicable Laws.
c) fails to comply with oDoc’s instructions from time to time.
d) acts in a fraudulent or negligent manner.
e) is accused of any gross misconduct.
f) is otherwise convicted of an offence or conducts itself in a way which is harmful to oDoc or Eligible Users or Healthcare Providers on the Platform.
12.1 On termination or expiry of this Agreement the Customer shall immediately pay to oDoc all of oDoc’s outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, oDoc may submit an invoice, which shall be payable immediately on receipt.
12.2 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
13.1 Any notice or other communication in connection with this Agreement shall be in writing in English language (a “Notice”) and shall be sufficiently given or served if delivered or sent. In the case of:
oDoc: Info@odoc.life or such contact address as shall be notified by oDoc to the Customer in writing.
Customer: The email address provided by the Agent of Customer during the registration process.
13.2 All notices shall be delivered email to the intended recipient at the address detailed above. Without prejudice to the foregoing, all Notice shall conclusively be deemed to have been received 1 (One) business day from the date of email.
14.1 Force Majeure: Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 10 (Ten) days, the Party not affected may terminate this Agreement by giving 1 (One) days’ notice to the affected Party.
14.2 Assignment: The Customer shall not assign or transfer this Agreement or any rights or obligations hereunder without the Company’s prior written consent. oDoc may at any time assign or deal in any other manner with any or all of its rights under this Agreement.
14.3 Severability: If any term in this Agreement shall be held to be illegal, invalid, unenforceable or void, in whole or in part, under any enactment or rule of law, such term or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
14.4 Amendment: This Agreement may be amended from time to time by oDoc with 24 (Twenty Four) hours prior Notice to the Customer. Continued use of the Service by the Customer and Eligible Users shall constitute agreement to such amendments by the Agent of Customer and the Customer.
14.5 Entire agreement: This Agreement constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral.
14.6 No Partnership or Agency: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
14.7 Conflict: If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this Agreement shall prevail.
14.8 Waiver: The failure of either Party to enforce at any time or for any period of time the provisions hereof in accordance with its terms shall not be construed to be a waiver of such provisions or of the rights of such Party thereafter to enforce each and such provision. A waiver shall not be valid and effective unless the same is in writing.
14.9 Translations – Any translated version of these Terms is provided solely for your convenience. To the extent any translated version of these Terms conflicts with this English version, this English version shall prevail.
14.10 Governing Law, Jurisdiction, and Dispute Resolution
a) This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause 15.10(b), the courts of Bangalore shall have exclusive jurisdiction in connection with any disputes arising under this Agreement.
b) Any controversies, conflicts, disputes, or differences between the Parties shall be resolved by arbitration in Bangalore in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (One) arbitrator mutually appointed by the Parties. The language of the arbitration shall be English.
c) The Parties shall keep the arbitration confidential and not disclose to any person, other than those necessary to the proceedings, any information, transcripts or award unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.