1. Application

The terms and conditions set out below (“T&Cs”) shall apply to HEALTH DOMAIN subscribers (the “Subscribers”), where applicable, and shall be read in conjunction with the letter agreement entered into between HEALTH DOMAIN and its subscribers (the “Letter of Agreement” and collectively with the T&Cs, the “Agreement”). The term “Health Domain” as used herein shall refer to the Subscribers and owned and/or operated by them and using HEALTH DOMAIN’s services. In the event of conflict between these T&Cs and any other terms and conditions, these T&Cs shall prevail unless expressly otherwise agreed in writing between the parties. “HEALTH DOMAIN” maintains the http://www.HealthDomain.in/ Website ("Site"). “India is our country of domicile” and stipulate that the governing law is the local law. All disputes arising in connection therewith shall be heard only by a court of competent jurisdiction in India.

2. Services

2.1 HEALTH DOMAIN shall (i)promote the services offered by Health Domain, delivered within delivery time mentioned on HEALTH DOMAIN’s platforms (the “Delivery Time “), through its website and other physical and electronic media as it sees fit (together the “Materials”), and (ii) through the Materials and Software (as defined below), facilitate the ordering process between the customer who uses HEALTH DOMAIN’s website/APP (the “Customer”).

2.2 To the extent specified in the Letter of Agreement, HEALTH DOMAIN in addition to providing the Ordering Service, accept payments, from Customers for orders processed via HEALTH DOMAIN through Debit or Credit Card payment gateways (the “Payment Service”).

2.3 To the extent specified in the Letter of Agreement, HEALTH DOMAIN shall (in future), in addition to providing the Ordering Service and the Payment Service, collect the things and deliver it to the Customers using HEALTH DOMAIN’s (or any third party as determined by HEALTH DOMAIN from time to time) fleet of drivers (collectively with the Ordering Service and the Payment Service, the “HEALTH DOMAIN Service”). HEALTH DOMAIN shall be responsible for the third-party delivery agents/drivers as its own employees.

2.4 The parties may agree from time to time on additional services to be provided by HEALTH DOMAIN, such as advertising services. Unless otherwise agreed between the parties, these services shall be governed by these T&Cs, and the fees for such services, if any, shall be payable in accordance with clause 4 below.

2.5 Customer using the website who are Minor /under the age of 18 shall not register as a User of the website and shall not transact on or use the website’’

3. Temporary Suspension of the Service:

3.1 The services provided by HEALTH DOMAIN to Subscribers on its platform may be suspended, until Subscriber’s performance & service level are improved, in the following events:

3.1.1 The percentage of the cancelled orders, due to Subscribers related reasons within (7) consecutive days, is over 3%.

3.1.2 The average time a Subscriber takes to respond to an order, within (7) consecutive days, is over (3) minutes.

3.1.3 The manual call and transmission between the HEALTH DOMAIN’s call centre and the Subscriber, within (7) consecutive days, is over 5%.

3.1.4 The percentage of customer contact (including: calls, chats, emails) linked to an order, within (7) consecutive days, is over 5%.

4.Confidentiality

4.1 During the term of the Agreement, and for a period of two (2) years thereafter, each Party (the “Recipient”) shall, and shall use all reasonable endeavours6+ to procure that its staff shall, keep confidential all Confidential Information received from the other party (the “Disclosing Party”). In doing so, the Recipient shall use at least the same degree of care it uses to keep its own information confidential, but in no event less than a reasonable degree of care. 

4.2 The Recipient shall not disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, and shall not use such Confidential Information for any other purpose than as contemplated by this Agreement.

4.3 The obligations under clauses 7.1 and 7.2 shall not apply to any information to the extent the Recipient can demonstrate by appropriate evidence that such information:

4.3.1 is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the Recipient;

4.3.2 was known to, or was otherwise in the possession of, the Recipient prior to the time of disclosure by the Disclosing Party or any of its affiliates;

 4.3.3 is disclosed to the Recipient on a non-confidential basis by a third party who is entitled to disclose it without breaching any confidentiality obligation to the Disclosing Party; or

 4.3.4 is independently developed by or on behalf of the Recipient, as evidenced by its written records, without reference to the Confidential Information disclosed by the Disclosing Party under this Agreement.

4.4 Nothing contained in this Agreement shall prevent the Recipient from disclosing any Confidential Information, or doing any act, pursuant to any order of a court of competent jurisdiction, or any requirement of law, order, regulation or ruling applicable to the Recipient, or any requirement or request of any applicable government department or agency, regulatory authority, provided that, so far as it is lawful and practical to do so prior to such disclosure, the Recipient shall promptly notify the Disclosing Party of such requirement or request with a view to providing the opportunity for the Disclosing Party to contest such disclosure or otherwise to agree the timing and content of such disclosure. The Recipient will disclose only that portion of the Confidential Information which is strictly required to be disclosed and endeavor to ensure that the persons to whom it is disclosed continue to observe its confidentiality.

4.5 The Recipient acknowledges and agrees that damages alone could not be an adequate remedy in the event of a breach of its obligations under this clause 4. Accordingly, it is agreed that the Disclosing Party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 7 by the Recipient, without prejudice to any other rights and remedies which the Disclosing Party may have.

4.6 “Confidential Information” means any information of a confidential or proprietary nature in relation to the Disclosing Party, including without limitation, details of its business methods, the identity of any of its customers or suppliers, its pricing structure or margins, any financial information or its terms of business with customers or drivers.

5. Advertising

5.1 The HEALTH DOMAIN acknowledges and agrees that they may display on the ratings, comments provided by Customers. HEALTH DOMAIN shall remove any reviews it determines in its sole discretion to be explicit, offensive or derogatory. The HEALTH DOMAIN acknowledges that is under no obligation to remove or edit the reviews. HEALTH DOMAIN assumes no liability or responsibility for any reviews made by Customers.

5.2 The Health Domain shall (a) display, the marketing material of HEALTH DOMAIN (including, but not limited to, a folded tent card, door sticker, posters); (B) advertise the service feature provided by HEALTH DOMAIN to its customers by ordering through HEALTH DOMAIN and (c) place a logo on their online and off-online marketing tools as well as marketing campaigns.

5.3 The Health Domain, and/or its own employees, and/or any other party contract, shall under no circumstances market, their own ordering services nor other mediums, products, third party’s branding or own offerings via HEALTH DOMAIN’s services, platform, or any other HEALTH DOMAIN related function or product, including, but not limited to, printed collateral in delivery boxes and bags like flyers, and/or digital marketing via SMS, or data based messaging platforms to Customers through HEALTH DOMAIN.

6. Software

6.1 To facilitate the ordering process, HEALTH DOMAIN shall provide the prior to the Commencement Date (as specified in the Letter of Agreement) with “Health Domain” or “Vendor App” system access (the “Software”) which the must use in a proper, workmanlike and professional manner for processing all orders passed by Customer. The Software is licensed with free of charge and on a non-exclusive basis for an initial term of twelve (12) months from the Commencement Date (unless the Agreement is terminated prior to the expiry of such period, in which case the license would expire concurrently with the termination of the Agreement). The license may be renewed at the end of the initial twelve (12) month term for subsequent periods of twelve (12) months or more, at HEALTH DOMAIN’s sole discretion.

6.2 The Software shall remain the property of HEALTH DOMAIN at all times. The Health Domain take reasonable care of the Software running on the equipment (including embedded and operating software, together with any new releases, versions or updates of such software, and/or any replacement software). The Health Domain shall not copy, modify, reverse engineer, or attempt to discover the source code of the Software except with HEALTH DOMAIN’s prior express written consent. HEALTH DOMAIN reserves the right to periodically update the Software on the equipment.

6.3 The Health Domain shall provide its staff with such appropriate knowledge, training, and know-how in relation to operating and maintaining the Software in a diligent, competent and careful manner as HEALTH DOMAIN shall reasonably require from time to time. HEALTH DOMAIN agrees to provide such a training free of cost.

6.4 The Health Domain shall maintain the Software to ensure that orders can be received and processed. The HEALTH DOMAIN is in charge of any faults with, or damage to, the Software, and shall allow HEALTH DOMAIN access to the information at any time during normal opening hours to inspect, clean, repair, replace or remove the Software. HEALTH DOMAIN shall be entitled to make a reasonable charge for repairing or replacing any Software which is damaged due to the willful misconduct or gross negligence, and such charges shall be deducted from the monies otherwise due to the HEALTH DOMAIN pursuant to clause ‎4.6.

7. Intellectual Property

7.1. The Health Domain, being duly authorized to do so, hereby grants to a non-exclusive royalty free licence for the term of the Agreement to use its logo and/or name for the purposes of clause 10.1 and as otherwise reasonably necessary in connection with the Agreement.

7.2. HEALTH DOMAIN hereby grants a revocable non-exclusive royalty free licence for the term of the Agreement to use its logo and/or name and/or website address for the purposes of advertising the fact that HEALTH DOMAIN. HEALTH DOMAIN shall on request the images or other artwork in order to enable the accurately reproduce HEALTH DOMAIN’s logo in advertisement made in accordance with this clause 10.2 .

7.3. Each Party shall be solely responsible for compliance with applicable IP laws, regulations, rules, standards, ownership, ownership safety, government related approvals for its own Intellectual Property. HEALTH DOMAIN shall not be held responsible for any non-compliance with the foregoing, or any issue related to the usage of its logo with any third party.

7.4. HEALTH DOMAIN in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by HEALTH DOMAIN as a result of or in connection with any claim brought against HEALTH DOMAIN for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt and/or use of the logo and/or name, and/or its trade mark.

7.5. Except as provided in clauses 10.1 and 10.2 , nothing in the Agreement shall cause either Party to acquire, or entitle the other Party to use, any intellectual property of the other Party. Ownership in all intellectual property shall at all time remain the property of, and vested in, the Party licensing such intellectual property.

8. Termination

8.1. Either Party may terminate the Agreement by giving written notice to the other Party:8.1.1. if any sum owing to that Party under any of the provisions of the Agreement is not paid within fifteen (15) days of the due date for payment; or8.1.2. if the other Party commits any material breach of any of the provisions of the Agreement which is incapable of remedy or, if deemed capable of being remedied, continues unremedied for seven (7) days after receipt of written notice thereof.

8.2. Either Party may terminate this Agreement by giving the other Party a thirty (30) day prior written notice.

8.3. In the event of termination of the Agreement for any reason, each Party shall immediately cease to use the other Party’s intellectual property (including the Software) and shall either return it to such Party or remove it from its equipment and confirm in writing such removal.          

9. Compliance with laws

9.1. The Health Domain shall be solely responsible for compliance with applicable local laws of the country of its operations, regulations, rules and standards related to preparation, selling, marketing and safety.

10. Liability and indemnity

10.1. If HEALTH DOMAIN determines that engaged in any intentional harmful and/or fraudulent act, by way of collusion with a Customer or otherwise, then HEALTH DOMAIN shall have the right, but not the obligation, to immediately terminate this Agreement. HEALTH DOMAIN shall fully indemnify from all losses, claims, damages, liabilities and third-party suits (regardless of nomenclature) directly or indirectly resulting from such fraudulent act.

10.2. Each Party (the “ Indemnifier ”) shall indemnify, defend and hold harmless the other Party (the “ Indemnified Party ”) and all of the Indemnified Party’s employees and authorized representatives, from and against any and all third party suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney’s fees costs and expenses of whatsoever kind or nature in any matter directly or indirectly occasioned, or contributed in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of the Indemnifier or of anyone acting under the Indemnifier’s direction or control on its behalf in connection with the performance of this Agreement.

10.3 HEALTH DOMAIN will indemnify the Subscriber for breach of any terms and conditions of this Agreement including but not limited to delay in service of the orders caused by malfunctioning of its platform, website, application, Software or breach of any other terms and conditions of this contract.” 

11. Force Majeure

11.1. Neither Party shall be liable for any failure nor delay in performing their obligations under the Agreement, where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include but are not limited to: cyber piracy and unusual technical fault, power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, pandemic, quarantine, epidemic or any other similar event.

12. Notices

12.1. All notices under the Agreement shall be in writing and be deemed duly given:12.1.1. on the same day when delivered, if delivered by hand during normal business hours of the recipient; or12.1.2. on the same day when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated; or12.1.3. on the third Business Day following mailing, if sent by post;12.2. All notices under this Agreement shall be sent to the address and the e-mail address of each Party identified in the Letter of Agreement (or as otherwise modified, provided that such modification has been notified to the other Party in accordance with this clause).

13. General

13.1. The Health Domain agrees that it has not and will not in connection with the activities contemplated by this Agreement, make any payment or transfer of value which has the purpose or effect of (a) public or commercial bribery; (b) acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business; or (c) otherwise obtaining an improper advantage for HEALTH DOMAIN or its affiliates

13.2. No waiver by HEALTH DOMAIN of any breach of the Agreement shall be considered as a waiver of any subsequent breach. A waiver of any term of the Agreement shall be effective only if given in writing and signed by HEALTH DOMAIN.

13.3. No failure or delay on the part of any Party in exercising any right under the Agreement shall operate as a waiver of such right.

13.4. This Agreement constitutes the entire agreement between the Parties and supersedes, cancels and replaces any and all prior agreements, understanding or arrangements of any nature whatsoever between the Parties, whether written, oral or implied relating to the subject matter hereof and thereof.

13.5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 13.5 shall not affect the validity and enforceability of the rest of this Agreement.

13.6. No Party shall assign any of its rights and/or obligations under this Agreement to any third party without the prior written consent of the other Party.

13.7. In the event of a Change of Control, shall remain liable towards HEALTH DOMAIN for any and all accrued liabilities (including but not limited to any and all accrued and unpaid amounts due to HEALTH DOMAIN ) as at the effective date of the Change of Control. For the purposes of this clause

13.8. Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership between the Parties and neither Party shall have any authority to bind or commit the other Party in any way, except as expressly set forth herein.

13.9. HEALTH DOMAIN shall have the right to amend these T&Cs from time to time (including but not limited to incorporate new legislations) upon a 30-day prior written notice.

13.10. This Agreement shall be governed by and construed in accordance with the local laws of the country of operations. In the event of any dispute, difference, claim, controversy or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with or in relation to this Agreement (or the subject matter of this Agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this Agreement (a “ Dispute ”), the Parties shall first endeavour to amicably settle the same through consultation and negotiation conducted in good faith In the event the Parties are unable to resolve a Dispute in accordance with the foregoing within one (1) month from the date the Dispute has arisen, such Dispute shall be referred to country of operations’ local Courts.

LICENSE

1. HEALTH DOMAIN hereby grants a license to use the Material for marketing purposes on all social media accounts, websites and in the Health Domain premises (the “License”).

2. No waiver of the License allows Health Domain’s parent, subsidiary, affiliate or any other third party to use or exploit the License (and the Material thereunder) without HEALTH DOMAIN’s prior written approval; provided that in no event the Material shall be used on any of HEALTH DOMAIN’s competitor’s platform;

OWNERSHIP 

1. All the Material produced under this Agreement is the sole property of HEALTH DOMAIN. No transfer of intellectual property is made by this agreement.

2. The Material shall not be deemed as a ‘work for hire’. The Health Domain hereby acknowledges its acceptance of the foregoing.

Online AD Terms and Conditions 

1. Absence of written confirmation Email/Letter or absence of dual signature on the AD confirmation form, after verbal reservation, invalidates advertising commitment.

2. All advertising copy is subject to approval by publisher (HEALTH DOMAIN), which reserves the right to reject or cancel any advertisement or part thereof deemed unsuitable for any reason.

3. HEALTH DOMAIN is not bound by any conditions, printed or otherwise, in the advertiser's instructions if they conflict with the rates or specifications of HEALTH DOMAIN criteria or any of the terms & conditions contained herein.

4. HEALTH DOMAIN assumes no liability for errors in materials either when we have been asked to modify online ads or when such changes were otherwise considered necessary to meet our production requirements.

5. HEALTH DOMAIN assumes no liability for errors in the advertiser's index.

6. HEALTH DOMAIN is not liable for delays in delivery and/or non-delivery in the event of circumstances beyond control of the Publisher affecting production or delivery in any manner. 

7. All invoices shall be settled by the partner not later than thirty (30) days from the date of the invoice.

8. All Online AD cancellations must be received 30 days before the start of contractual date, or the whole amount will be deducted from partner and no refunds will be made to the partner.

9. Orders specifying positions are accepted on a request basis only. Specific positions are not guaranteed.

10. The advertiser and its representative, each represents that it has the right and authorization to publish any advertisement it has submitted, and that it is fully authorized and licensed to use all content including, but not limited to, the names and/or pictures of persons, living or dead, or of things, trademarks, service marks, copyrighted, proprietary or otherwise private material, testimonials, contained in any advertisement submitted by or on behalf of the advertiser and/or its representative . Each agrees jointly and severally to indemnify and save harmless HEALTH DOMAIN against all loss, liability, damage, and expense of whatever nature arising from our copying, printing, or publishing of such advertisement.