Terms of Services for Advertiser
1. INTRODUCTION :
The Services (defined hereinafter) of ‘Meddco’ is provided by Meddco, Unit of Professional TPA Healthcare Services Pvt. Ltd., a company incorporated under the Companies Act, 1956 and having its registered office at 209, 2nd floor, Flying Colors Society, DD Upadhyay Road, Near Mulund Check Naka, Mulund(W), Mumbai – 400 080 (“Meddco”). Meddco carries on the business of providing information about Vendors (defined hereinafter) of various products and services (“Information”) in selected towns and cities in India (“Service”) to end users. Meddco Provides Users (defined below) with its search service with information and user reviews for Meddco database of local hospitals, business, products and services across India. Meddco search service is available to users through multiple platform viz. Internet, mobile internet, website, apps. Meddco is merely a medium which connects general public with Service Providers of goods and services (“Service Providers”) listed on Meddco however at the same time it does not intend to guarantee any business to such Service Providers. The Service Providers details are specified in the contract, Service Providers are hereinafter referred to as (“Advertiser”). Meddco’s objective is to provide a quicker guide for up-to-date Information in a user friendly manner and via a medium that the end user is comfortable with. The end users of the Service are persons who may want to purchase goods / avail services and are seeking information about the Service Providers of such goods and services (“Users”). These Terms (defined below) read with the contract form (“Contract Form”) and this Service Provider Agreement shall form the entire understanding and Contract (“Contract”) between Meddco and the Advertiser.
2. INTERPRETATION :
(a) Contract means this Contract together with all Schedules and Annexures (if any); (b) References to a party hereunder shall include such party’s successors, permitted assigns and any persons deriving title under it; (c) The descriptive headings of Clauses are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Clauses; (d) The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Contract to such person or persons unless the context otherwise permits; (e) Any grammatical form of a defined term herein shall have the same meaning as that of such term; and The words “including” and “includes” herein shall always mean “including, without limitation” and “includes, without limitation”, respectively.
Advertisers may be hospitals, business houses, small medium enterprises, corporate entities, semi-corporate entities, establishments, Professionals or individuals, who subscribe to the Service in order to list their company or business. Meddco will provide only the Information about the Advertiser to the Users in the manner provided for in these Terms. Advertiser agrees and acknowledges that Meddco does not guarantee any business to the Advertiser and is merely a medium through which information is made available to the general public.
4. GENERAL TERMS :
(i) These Terms of Service, including any Annexures if any, (“Terms”) along with the Contract Form set forth the terms and conditions under which the Advertiser may be identified as a Service Provider to the Users. The Contract shall come into effect upon the Advertiser or any authorized agent of the Advertiser signing and delivering the Contract to Meddco and upon the realization of consideration. (“Effective Date”). The Contract will override any previous understanding (whether written or oral) between the Advertiser and Meddco on the subject matter hereof. The Contract shall be valid and effective for 1 (one) year or more from the Effective Date unless otherwise agreed by the parties and in accordance with the terms of the Contract subject to payment made for subscription and validity to use the website and/ or eligible to advertise packages, healthcare professional, health camps as per tariff or offer mentioned on Meddco website under the Contract. The Contract would automatically stand renewed unless (a) the Advertiser intimates Meddco by prior written notice (either by email or through registered post) at least 3 (three) months before the expiry of the 1 (one) year tenure, expressing their intention not to renew the Contract or (b) is terminated by either Party prior to renewal in accordance with these Terms. In the absence of any written communication by the Advertiser as to non-renewal after the expiry of the 1 (one) year tenure or unless terminated earlier by either Party, the Contract would stand automatically renewed on terms of this Contract. By agreeing to the terms of the Contract, the Advertiser shall be deemed to have consented unconditionally to all such addendums and amendments to the Contract without requirement of any specific notice or signature thereto. The Advertiser acknowledges and agrees that in case of conflict between this Contract and the terms and conditions (“Terms of Service”) contained on the Website, the Terms of Service as updated in website shall prevail. Meddco is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to the Advertiser. It shall be the sole responsibility of the Advertiser to visit the Website and update himself / herself of the changes to the Terms of Service. Any changes to or amendment to these Terms or the Terms of Service will be deemed to take effect from the Effective Date and will be binding on the Advertiser. (ii) Subject to terms set out in Clause above, it is clarified that the automatic renewal of the Contract will also be subject to sufficient validity and package subscription being available in the Advertiser’s account with Meddco. (iii) The automatic renewal of this Contract is subject to the absolute discretion of Meddco. The validity and package subscription which are prepaid in nature and once purchased there shall not be any refund. (iv) It is clarified that, irrespective of whether the Advertiser has registered or not registered their entity/ firm’s contact numbers in the “Do Not Call” registry of Telecom Regulatory Authority of India (TRAI), or any other statutory body, upon the signing and acceptance of the Contract, the Advertiser would be deemed to have given their consent and authorized Meddco to share the Advertiser’s details and contact numbers for business and promotional purpose with Users of the Service. Further the Advertiser, by signing and accepting the terms of the Contract, has given his consent to Meddco to contact him for any business promotion of Meddco. The Advertiser confirms that Meddco shall be at liberty to carry out all the obligations undertaken under the Contract. The Advertiser also undertakes to take all such measures as may be necessary to ensure that the Users do not encounter any difficulty in contacting the Advertiser. In the event the Users are unable to contact the Advertiser it would not be deemed to any deficiency in the Services rendered by Meddco. The Advertiser undertakes to comply with all the present and future TRAI regulations or regulations of any other regulatory bodies on subject matter covered under this clause and would ensure that User or Meddco will not face any difficulty in contacting the advertisers or for the purposes of entering into this Contract.
The Advertiser agrees to pay a non-refundable package subscription fees for the Services and validity for services, which will be purchased by Advertise/Service Provider from MEDDCO website on prepaid basis to use the package listing services.
7. PAYMENT MODES :
i) Meddco allows the Advertiser to make the remaining payments for the Services, after payment of the Service Fee, i.e., the Total Fee excluding Service Fee (“Subscription Fee”) by way any of the following modes: (i) Cheque; (ii) Demand Draft; (iii)RTGS (Real Time Gross Settlement); (iv) Online payment gateway. (ii) It is hereby clarified that Meddco does not encourage/prefer that payments be made in cash. Any cash payments made by the Advertiser pursuant to a contract with Meddco, shall be at the sole risk of the Advertiser, without any recourse to Meddco. (iii) The Advertiser hereby agrees that it shall make the payment via such mode which is mentioned on the Clause 8 of these Terms. Any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. The Advertiser shall also be liable to pay interest @18 % per annum during that period. (iv) The Advertiser if choose to make payment by online payment gateway then in case of error in money transfer, then the Advertiser shall directly communicate with their respective banks.
8. ISSUANCE OF INVOICE :
(a) On receipt of the Service Fee and activation of the Listing thereafter, Meddco will issue an invoice to the Advertiser containing, interalia, the following details: (i) The Total Fee including the fees paid and payable as on the date of the invoice; (ii) The Listing allotted to the Advertiser; and (iii) Description of the products and services of the Advertiser. (b) It is hereby clarified that in the event of a conflict between the information relating to Sub-clauses (I), (ii) and (iii) above, as contained in these Terms and in the Invoice, the provisions of the invoice shall prevail. Invoice is valid subject to realization of payment. User must update their GST number at the time of Registration at Meddco website to take proper credit of GST in their account. Meddco shall not be liable for any wrong GST number uploaded by Advertiser and any consequences because of such mis-representations.
9. PRIORITY OF INFORMATION ABOUT ADVERTISERS:
For Meddco, providing Information that is relevant to the User is a priority. The User has to identify the location and category in respect of which he is seeking Information and Meddco will provide such Information (subject to availability of such information) based on such choice. Amongst the Service Providers who fall within the parameters identified by the User, Information about Service Providers registered with Meddco, that is, the Advertisers is first provided on best effort basis, subject to delays due to any technical malfunction. Priority among Advertisers i.e., determined on the basis of the listing, package price, health camps uploaded by the Advertiser and on the basis of availability, prices, rating, facility, amenities and other criteria by the Advertiser. Nothing contained in the Contract shall be deemed to restrict or prevent Meddco from providing Users with Information about other Service Providers whether in priority to the Advertisers or otherwise, as Meddco may in its sole discretion determine. The Advertiser acknowledges that Meddco will merely convey the Information to the Users on demand and does not guarantee that any of such User requests will result in business prospects for the Advertiser.
10. NO GUARANTEE OF BUSINESS:
Meddco does not guarantee that enquiries/leads will be generated by it for the Advertiser or that any of such enquiries/leads will be converted into business for the Advertiser.
11. NO MARKETING:
Meddco is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users. Meddco’s obligation under the Contract is limited to the obligations explicitly set out herein and in no event does Meddco undertake to generate or guarantee Enquiries or business to the Advertiser.
Advertiser shall indemnify and hold harmless Meddco, its affiliates, directors, officers, agents and employees from loss, or damage including attorney’s fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Advertiser, its employees or agents, including but not limited to, intellectual property claims, any claims pertaining to incorrect or false information about the Advertiser that was provided to Meddco and any claims including but not limited to the quality or usefulness of the products or services of the Advertiser.
13.CONFIDENTIALITY AND RELATED OBLIGATIONS:
The Advertiser shall keep any information regarding the Users of the Service (“User Information”) confidential both, during the subsistence of this Contract and after its termination. The Advertiser shall not, without the prior written consent of Meddco, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Advertiser is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event Meddco is made aware of any such practice of the Advertiser in violation of the terms of this Contract, Meddco shall be entitled to terminate the Contract as well as initiate such legal proceedings against the Advertiser, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.
14. ADVERTISER OBLIGATIONS:
(a) Advertiser represents and warrants that (i) it is a bona fide business organization carrying on business in relation to the items disclosed to Meddco; (ii) it has the rights to use the trademarks; (iii) the business carried on by Advertiser does not violate or infringe upon any law or regulation and all registrations, authorizations and /permission necessary approvals required for carrying on business have been procured by it; and (iv) all information provided about itself (Advertiser) to Meddco, is and shall at all times be accurate, valid and complete; (v) it would be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by the Advertiser to Meddco.(vi) Advertiser shall not have right to terminate the contract upto 9 months from the date of activation of the contract. For the purpose of clarity it is agreed between the parties that Meddco will not be liable to refund any prepaid amount which has been paid for package subscription and validity during the validity of the agreement. (b) Additional Covenants (i) The Advertiser acknowledges and accepts that any grievance as to the Services will be entertained only as long as the Contract remains in force and that Meddco will not entertain such grievances post-expiry or termination of the Contract; (ii) Advertiser accepts that it is responsible to cross verify and ensure filling up of all the Advertiser details including but not limited to the contact information, information pertaining to its products/services provided by the Advertiser and keep Meddco updated in this regard. Further the advertiser shall ensure that contract Form will be free from any handwritten notes or overwriting. In the event the relevant information form is not filled completely or accurately, the Advertiser would, by default, be bound by the explanation or description of the product/service or any other details of the Advertiser communicated by Meddco to the Users or any other third party; (iii) Advertiser hereby agrees to keep proper receipts, invoices and details for the transactions entered into by it (Advertiser) and the User; (iv) The Advertiser undertakes to provide a copy of the licenses/ entity registrations certificates or any other documents including but not limited to valid Identity proofs such as ration card, adhar card, pan card, passport, voter id card and residential proofs such as electricity bill, telephone bill, bank passbook etc, as required by it (Advertiser) to run the business. The Advertiser acknowledges that any breach of the covenants set forth herein may cause delay in activation, non-activation or termination of the Contract by Meddco, at its sole discretion. Advertiser further acknowledges that Advertiser shall not be entitled for any refund, compensation, damages, expenses, interest arising of out of business loss, claims, actions, inconvenience suffered by Advertiser from delay in activation of services, non-activation of services or termination of the contract due to their (Advertiser’s) fault of not providing documents, delay in providing the relevant documents or providing incomplete documents to Meddco. It is further acknowledged by an Advertiser that Meddco will be at no obligation to followup with Advertiser for the documents as mentioned herein and it will be Advertiser’s sole responsibility including but not limited to share all the relevant documents confirming their identity, address and business registration details with Meddco. (v) Advertiser hereby agrees and undertakes that during the term of this Agreement and after its termination of this Agreement (for any reason), it will not directly or indirectly forward leads/enquiries to any third party, mis-utilize, cheat, solicit, or usurp or attempt to solicit, divert or take away any of Meddco’s enquiries/leads. Any such conduct by Advertiser will lead to a termination of the contract and Meddco at its discretion will initiate proceedings against advertiser before appropriate forum. (vi) Advertiser hereby agrees and confirms that during the term of this Agreement and after its termination (for any reason), Advertiser will not directly or indirectly either for itself or for any other commercial enterprise, solicit, divert, hire or attempt to solicit, divert or usurp, any of Meddco’s employees, business or prospective users/callers. Advertiser shall not advertise or perform any solicitation, including but not limited to solicitation of users to use the services of Advertiser directly or promoting its services by any means whereby user are motivated to not to use the Meddco website/services or to use the Advertiser website/services directly. Any conduct by Advertiser that in Meddco’s discretion restricts or inhibits any other user/customer from using or enjoying the Meddco services will not be permitted. During the term of this Agreement and for 5 (five) years after any termination of this Agreement, Advertiser will not directly or indirectly, in any capacity:- (a) solicit any users of Meddco by means of providing discounts, gift coupons etc in the event users uses the website of Advertiser directly. (b) divert, entice, or otherwise take away from Meddco the business of any user/customer, or attempt to do so, or (c) solicit or induce any user/customer to divert or reduce its relationship with the Meddco.
15. DISCLAIMER AND LIMITATION OF LIABILITY:
To the fullest extent permitted by law, Meddco disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, Meddco disclaims all guarantees regarding accurate Listing of the Advertiser. Advertiser understands that there may be errors in such positioning. Neither Meddco nor the Advertiser will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest, goodwill) whether in contract, tort (including negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy except for Advertiser’s indemnification obligation. Meddco’s aggregate liability to the Advertiser is limited to amounts paid to Meddco by Advertiser during the 12 (twelve) months immediately preceding the date of the claim. Meddco is also not liable for any claim owing to any misrepresentation of the information pertaining to the Advertiser so long as the information exhibited/ communicated by Meddco conforms to the Information made available by the Advertiser or its authorized representative.
(a) Advertiser confirms that it will be solely responsible and liable for all matters between User and the Advertiser, including but not limited to transactions entered into between such User and the Advertiser. Further, it is hereby declared that Meddco does not verify the identity of the User of the Service and that the information provided to Advertisers is the information received from the User and will not be independently verified by Meddco. (b) In the event of receipt of multiple complaints from the Users regarding the Advertiser or Advertiser’s product/service, Meddco reserves the right to discontinue the provision of Service to the Advertiser or take any other action as deemed appropriate. Notwithstanding anything to the contrary contained in this Contract, Meddco may also forfeit the amount lying to the credit of such Advertiser and terminate the Contract at its sole discretion. (c) Advertiser also agrees that at no time shall Meddco vouch for or guarantee the performance of services or delivery of products by the Advertiser and Meddco will not be liable for any non-payment of amounts due to the Advertiser by any User.
(a) The Advertiser may only terminate the Contract, by giving 3 (three) months written notice (either by email or through registered post), prior to the automatic renewal of the same, stating his intentions of discontinuing the Services. (b) Meddco reserves the right to terminate the Contract at any time, either with or without cause. If the Advertiser commits a breach of a material duty owed to Meddco, Meddco may, at its discretion, call upon the Advertiser to rectify the breach within 21 (twenty one) days of the receipt of notice, failing which Meddco may terminate the relationship between Advertiser and Meddco. (c) Upon termination of the Contract, Meddco will not be bound to delist the Advertiser as a Vendor and cease disseminating Information of the Advertiser to the Users. However upon termination, Meddco shall have the right to delist the Advertiser without prior intimation thereof to the Advertiser. (d) In case of technical difficulties in continuing the contract, Meddco reserves the right to terminate the contract by giving written/oral intimation to the advertiser. (e) Upon termination of the Contract, either by efflux of time or by determination under this Contract, the balance of the deposit placed by the Advertiser with Meddco, if any, (after deducting payments for the period/tenure for which Services have already been provided by Meddco) shall be retained by Meddco. Under no circumstances, shall the Advertiser be entitled to claim a refund of amounts already paid to Meddco.
Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by Meddco/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.
19. MODIFICATIONS TO TERMS OF SERVICE:
Meddco reserves the right to change the terms of the Contract or the Terms of Service at any time without any prior notice to the Advertiser. Changes to the terms of the Contract or the Terms of Service shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be determined by Meddco. For Terms of Service with Advertiser visit http://www.meddco.com/Service-Provider-Terms-of-Use.
Meddco is entitled to charge the Advertiser for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services and Listing fees (including bids arising out of Advertiser's relationship with Meddco) and Advertiser hereby agrees to pay the said taxes and charges promptly without raising any objections. Advertiser also agrees that in the event the said taxes and charges are not charged by Meddco the same shall be paid by the Advertiser directly to the authorities concerned without raising any objection. The Advertiser further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by the Advertiser for the Listing and Services rendered by Meddco. GST/Service Tax is levied as per existing government policy.
(a) Meddco's interpretation of the Contract shall be final and binding on Advertiser. (b) Advertiser agrees that no joint venture, partnership, employment, or agency exists between Advertiser and Meddco and that the Advertiser is not entitled to bind Meddco by its actions. (c) Meddco is subject to existing laws and legal process and nothing contained in the Contract is in derogation of Meddco's right and obligation to comply with the law. (d) If any clause or part thereof of the Contract is held to be invalid or unenforceable then the invalid or unenforceable clause/ provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and enforceable and the remainder of the Contract shall continue in effect. Such revision to the Contract will be deemed to have been in effect from the Effective Date. (e) Advertiser may not assign any rights or obligations against Meddco without Meddco's prior written consent. Meddco reserves the right to transfer any right or obligation against Advertiser by issuance of notice of such assignment to the Advertiser. Upon such assignment, the assignee shall be bound by the Contract in the same manner as Meddco and Meddco shall cease to have any liability to Advertiser. However, the Parties agree that Meddco has an unfettered right to assign the Contract and the Advertiser is only entitled to a notice of such assignment. The Parties further agree that assignment of the Contract by Meddco will not be subject to Advertiser’s consent. (f) Meddco shall not be responsible for any delay or deficiency due to any force majeure events such natural disasters, acts of terrorism, civil labor strife, labor and transportation strikes. During a force majeure event, the obligations of Meddco under the Contract will stand suspended. (g) Nothing in the Contract obliges or will be deemed to oblige Meddco to provide any credit to the Advertiser.
All disputes, differences and/or claims arising out of the Contract shall be settled by Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory amendment thereof. The dispute shall be referred to a single arbitrator who shall be appointed by the authorized representative/ Director of Meddco. The Advertiser shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/ Director of Meddco. The arbitration proceedings shall be held at Mumbai and the arbitration shall be conducted in English Language. The award of the Arbitration shall be final and binding on the Advertiser and Meddco. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.
These Terms, including any Annexures, along with the Contract Form hereto forms a single Contract between the Parties hereto and constitute the entire understanding between the Parties with regard to the subject matter hereof and supersede any other Contract between the Parties relating to the subject matter hereof.
24.AMENDMENTS AND WAIVERS:
No waiver by any Party of any term or condition of the Contract, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Contract on any future occasion.
This is digital Service Provider Agreement available on website of Meddco.com which is part and parcel of Contract form signed physically by both parties to the Contract and the advertiser has retained a copy of this contract, both copies constitute one and the same contract.