CIPACA FINTECH PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at Door No.2/2102/A, Mugalivakkam-Manapakkam Road, Chennai - 600125, is a digital healthcare platform facilitating the connection between customers seeking various healthcare services and qualified service providers.
SERVICE PROVIDERis desirous of using the CIPACA HEALTH app/ WhatsApp Bot/ Website/ digital healthcare platform to offer and provide various services offered by the Service Provider to the users of the platform.
This document is an electronic record and is governed by the provisions under the Information Technology Act, 2000 and rules made thereunder as may be applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
Unless repugnant to the context or meaning thereof, the capitalized terms defined herein shall have the following meaning:
1.1 "Applicable Law" mean any and all: (a) laws, statutes, constitutions, treaties, rules, regulations, ordinances, codes, guidance, and common law; and (b) all judicial, executive, legislative, administrative or military orders, directives, decrees, injunctions, judgments, permits, agreements, and other legal requirements, in each case, of, with, or adopted or imposed by any governmental authority, now or hereafter in effect and, in each case, as amended from time to time.
1.2 "User" or "Customer" shall mean any user of the Platform who purchases any Services of the Service Provider through the Platform.
1.3 "Catalogue" shall mean details relevant to the sale/ purchase of the Services, including the selling price, an informative description of each Service and its contents, by way of text descriptions, graphics, or pictures or videos as provided by the Service Provider. The Service Provider is supposed to share the information required in the designated platform assigned to each service provider for adding, deleting the service etc. purposes. Any changes in the price of the service should be updated on the same day in their designated platform.
1.4 "Confidential Information" shall mean any information shared between the platform and Service Provider and not available to the public otherwise.
1.5 "Force Majeure Event" means an event which is beyond the reasonable control of a Service Provider, and which make a Service Provider’s performance of its obligation hereunder impossible or so impractical as reasonable to be considered impossible in the circumstances, and includes, but is not limited to, war, terrorist activities, riots, civil disorder, earthquake, fire, explosion,storm, flood, or other adverse weather conditions, strikes, lockouts or other industrial action, confiscation or other action by government agencies. Force majeure shall not include: (i) any event which is caused by the negligence or intentional action of a Service Provider or such Service Provider’s subcontractors, consultants, Agents or employees, nor (ii) any event which a diligent Service Provider could reasonably have been expected to both (a) take into account at the time this Agreement was entered into; and (b) avoid or overcome in the carrying out of its obligations under this Agreement. Insufficiency of funds or failure to make payments due under this Agreement for any reasons whatsoever shall not be considered as a Force Majeure Event.
1.6 "Intellectual Property Rights" or "IPR" include (i) all rights, title, and interest under any statute or under Applicable Law including patent rights; copyrights including moral rights; and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; (iv) right to obtain and hold appropriate registrations in Intellectual Property anywhere in the world; (v) all extensions and renewals thereof; and (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
1.7 "Invoice" shall mean the invoice as may be raised by the Service Provider on the purchase of a Service Provider’s Services by a User, through the Platform.
1.8 "List Price" shall mean the price of a Service in INR at which a Service is listed at the Platform by the Service Provider.
1.9 "Malpractice" shall mean and include but are not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, Services by the Service Provider to Users/ Customers.
1.10 "Marketplace Fee" shall mean the total charges that CIPACA HEALTH charges the Service Provider for any sale in the platform. This shall include but not limited to payment gateway charges, commission, logistics fee, service taxes etc.
1.11 "Order" shall mean the order placed by the User to the Service Provider through the platform.
1.12 "Packaging Material" shall mean the packaging materials as provided by CIPACA HEALTH for the purpose of packaging of the order that are received.
1.13 "CIPACA HEALTH Policies" means the various policies which CIPACA HEALTH may issue and make applicable on the Service Provider from time to time including Terms of use of the Platform which are applicable to the Service Provider.
1.14 "Service(s)" shall mean the Service(s), made available by the Service Provider for sale on the Platform.
1.15“Prohibited item(s)” are the services prohibited by any Applicable Law for the time being in force.
1.16 "Transaction" shall mean a bipartite transaction for the sale by the Service Provider and Customer for the purchase of the Services, to be sold through the Platform.
1.17 "Margin" is defined as the agreed value that the platform will pay-out the Service Provider for any successful delivered order to the customer.
1.18 "Service Provider Cancellation Fee" is defined as the penalty on account of not fulfilling the order after confirming an order for a service.
2.1 Sale in the platform shall be made by Service Providers who provide their consent to this Agreement and have completed the Service Provider registration process as required by CIPACA HEALTH which is true and correct as on date. You are solely authorized to operate the account created by you. Consequently, it is your responsibility to maintain the confidentiality of your Account Information. You shall remain solely responsible for all the actions by you on your account.
2.2 After successful Service Provider registration, commercials shall be sent to the registered email ID as provided and the same shall be agreed by the Service Provider before the commencement of operations. CIPACA HEALTH reserves the right to amend the commercials from time to time and will be intimated to the Service Provider’s registered email ID. You shall: (a) immediately inform us of any unauthorized use or security breach of your account, and (b) ensure that you log out of your account at the end of each session. You may be held responsible for any losses incurred to CIPACA HEALTH or any other user due to unauthorized use of their account, resulting from your failure to keep your Account Information safe, secure and confidential. We reserve the right to refuse access to the Website, terminate or suspend accounts, remove or edit content at any time without providing any notice to you.
2.3 The CIPACA HEALTH reserve the right to determine the Service Providers who may sell on the Platform and to suspend access to register Service Providers to the Platform or to terminate the same, only in accordance with this Agreement without assigning any reasons thereto. CIPACA HEALTH also reserves the right to select/ delist the Services displayed/ offered for sale or to be displayed/ offered for sale on the Platform. We constantly monitor the Service Provider’s account in order to avoid fraudulent accounts and transactions. Service Providers with more than one account shall be liable for legal actions under the applicable law and we reserve the right to recover the cost of Services, transaction fees, or any other related cost including attorney fees, from such person using the Website fraudulently. In an event we detect any fraudulent or failed transaction, prior to initiation of legal action; we reserve the right to suspend or delete such account with immediate effect and dishonour all past and pending orders without any liability on our part. However, this shall not absolve the Service Provider from any liability. The terms and conditions shall change while improvising the system.
3.1 The Service Provider shall share with Platform appropriate information including but not limited to - category of the Service, MRP, list Price, and description, precaution, etc. and confirms and acknowledges that such Catalogue details shall be in compliance with all Applicable Laws and shall be liable for any violation in this regard.
3.2 The order shall be placed by the Customer through the Platform and the service shall be received by the Service Provider to the Customer. The Service Provider shall analyse the service booked within one (1) hour of the order being placed and promptly acknowledge whether to accept or reject the order.
3.3 If the Service Provider accepts the order, it shall be provided by the Service Provider directly. If the Service Provider rejects the order, it shall automatically be forwarded to the next Service Provider.
3.4 If the Service Provider accepts the order but fails to deliver the service within 24 hours, then the order will be marked as Service Provider cancellation and the order shall be transferred to the next Service Provider. Any difference in the discounted price between the two Service Providers shall be deducted from the defaulting Service Provider’s payment.
3.5 If the Service Provider fails to process the order or meet the service standard more than three times, it shall lead to the termination of the agreement, and any difference amount shall be deducted from the Service Provider’s final payments.
3.6 If the Service Provider delivers only a portion of the Services listed in the order and a complaint is raised by the Customer, applicable charges shall be deducted from the Service Provider’s payment.
3.7 The terms such as guarantees, warranties related to the Services shall be between the Service Provider and the User alone.
3.8 The Service Provider shall sell its services to customer; platform shall just act as an enabler for the same.
3.9 Platform shall place orders with the Service Provider to provide its Service(s) on agreed terms between the Parties based on the requirements.
3.10 All commercial/ contractual terms in respect of the Services that are offered on the Platform shall be agreed upon between the Platform and the Service Provider. The commercial/ contractual terms in respect of Services shall include only to the extent of price, shipping costs, payment methods and terms, date, period, and mode of delivery.
3.11 The Service Provider shall at all times ensure full compliance with the applicable provisions of the laws including but not limited to the Drugs and Cosmetics Act; AYUSH; Information Technology Act; Legal Metrology Act; FSSAI, the Drugs and Magic Remedies (Objectionable Advertisements) Act, etc.
3.12 Service Provider hereby acknowledges, agrees and undertakes that he/ it will never obliterate, smudge or alter the Maximum Retail Price (MRP) indicated by the manufacturer or packer or the importer. If there is any change in MRP arising due to change in batch of the service or whatsoever is the reason, the Service Provider shall raise with the platform to get the necessary changes done. In case of violation, the Platform at its sole discretion may recover GMV of the concerned service(s), indemnify it of all losses, damages, legal risks/ costs or may decide to impose a penalty as in the agreement and the Platform may further decide to suspend Service Provider for further business till he/ she/ it pays the imposed penalty and or damages and the Platform may also terminate the Agreement in the event of finding second and subsequent such violations on the part of Service Provider.
3.13 Marketplace Model - The Service Provider shall be delivering the services to the Customer accurately. If the Service Provider does not provide the services properly and receives a complaint from the Customer, the Service Provider shall re-provide the service within 24 hours to the Customer. If failed, the service shall be automatically transferred to the next Service Provider and any difference in the discounted price between the two Service Providers shall be deducted from the defaulting Service Provider’s payment.
3.14 Service Provider undertakes and confirms that while listing the service, the Service Provider has physical possession of providing such service as listed on the platform and further undertakes to fulfil the orders placed by the User promptly. In the event of delay in delivery of Service or Service Provider cancellation of orders due to non-availability of Service, the Service Provider acknowledges that CIPACA HEALTH shall charge any difference in the discounted price between the two Service Providers shall be deducted from the defaulting Service Provider’s payment.
3.15 In accordance with the GST laws, the Service Provider shall be solely responsible to issue documents such as E-waybills, delivery challans etc. as required for transportation of Services from one place to another.The Platform, shall not be responsible for any loss arising due to confiscation of goods by governmental agencies on account of lack of proper documentation, mis-declaration etc. The Service Provider shall be held liable for any losses or damages incurred due to their non-compliance with the terms of this agreement.
3.16 The payments to Service Providers will be basis the commercials agreed between CIPACA HEALTH and the Service Provider.
3.17 The Service Provider shall deliver the service(s) directly to the Customer.
3.18 If the Service Provider’s delivery personnel fail to capture a photo of the service provided at the time of delivery and update it on the Platform, the order status shall show as “undelivered” and applicable charges shall be deducted.
3.19 If no one is available to receive the service to the Customer from the Service Provider, the Service Provider shall reattempt the delivery of service within the next twenty four (24) hours. This is applicable only for home collection tests/ scans etc.
3.22 Return of the Product due to fault of the Service Provider:
a. Where the Service has been returned due to the fault attributable to Service Provider, then the Platform shall refund to the User the Selling Price paid by the customer to purchase the Service.
b. Returns due to unsuccessful delivery to Customer or Customer cancellations prior to delivery completion are not charged on the Customer. The Marketplace fee if any charged shall be returned. These returns are commonly termed as Return to Origin (RTO).
c. Service Provider agrees and acknowledges that the Platform shall be entitled to recover/ adjust any outstanding amount due and payable by the Service Provider to the Platform under this Agreement.
Service Provider undertakes not to object to such recovery/ adjustment.
3.21 During the Term, the Service Provider shall appoint a representative, who shall be the Platform’s point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.
3.22 The Service Provider shall be solely responsible and liable for any complaints and queries of the Users with respect to the Services provided. The same will be communicated to the representative as stated in clause above. The Service Provider shall deliver the correct Services within the next twenty four (24) hours. If the correct Services are unavailable, the order shall be transferred to the next Service Provider, and any difference in the discount price shall be deducted from the Service Provider’s future payments.
3.23 The Service Provider shall be solely responsible for making any representations or warranties with respect to the quality of Service provided to the User, including all relevant Service warranties. If any service that leads to potential health issues for the Customer, the Service Provider bears full responsibility for the consequences.
3.24 The Service Provideragrees and ensures that the Service Provider shall have appropriate infrastructure to substantiate their genuineness/ authenticity of providing the services when any claims/ dispute arises in case of any third party complaints the platform shall ask for such proofs from the Service Providers. The Service Providers shall protect and preserve such proofs for at least 30 days from the date of receiving an order.
3.25 Service Provider shall maintain records of all the Services purchased by the Users through the Platform, all returns, refunds, etc.as may be required for audit and regulatory purposes and for the Platform’s Customer service purposes.
3.26 The Service Provider undertakes and agrees that service Catalogue listing details on Platform shall be true, correct, and duly authorized. If the Service Provider is found to be involved in any such misrepresentation or illegal activity or malpractices, the Service Provider acknowledges that the Platform reserves the right to blacklist the Service Provider from selling on CIPACA HEALTH.
Dispatching of services by the Service Provider not as desired by the Customers shall amount to Malpractice under this agreement.
3.27 If any information is not provided but required to better represent the Service on the Platform, the Platform shall intimate the Service Provider about the same and it shall be provided 15 days from the date of such request made by the Platform.
3.28 The Service Provider undertakes and agrees to dispatch and deliver only those genuine and original services that were ordered by the Platform or its channel partner and not to dispatch any other service of lesser value or any other material which is not ordered. The Service Provider agrees and acknowledges that all costs including attorney’s fee etc. for any claim/ dispute arising out of this agreement not limited to malpractice initiated by customer/ platform/ any third party shall be borne completely by the Service Provider.
3.29 Platform shall be eligible to change the language of the content as required. It shall make sure the meaning of the content shall not change in such case.
3.30 The Service Provider acknowledges that the Platform have the right to cap their price for the service, the maximum quantity of service to be sold and listed on the Platform.
4.1 Registration on the Platform is free. CIPACA HEALTH does not charge any fee for browsing/ registering on the Platform. CIPACA HEALTH reserves the right to change its fee policy from time to time. In particular, CIPACA HEALTH may, at its sole discretion, introduce new services and modify some or all of the existing services offered on the Platform. In such an event, CIPACA HEALTH reserves the right to introduce fees for the new services offered or amend/ introduce fees for existing services, as the case may be. Changes to the fee policy shall be communicated to you and such changes shall automatically become effective immediately from the date of communication. Unless otherwise stated, all fees shall be quoted in Indian Rupees (INR) and payable to CIPACA HEALTH. You shall be solely responsible for compliance with all applicable laws for making payments to CIPACA HEALTH.
4.2 The Service Provider shall receive the payment for the services within 14 working days from the date of delivery of the service to the customer on below agreed terms: payment shall be done for all orders processed in a week, deductible with penalties, damaged, cancelled orders or anything for which payment is to be recovered from the Service Provider.
4.3 The Service Provider will be responsible for payment of all applicable taxes from time to time as notified by the statutory governing authorities including GST, local levies or other charges levied by Central/ State/ local authorities etc. as per prevailing government rates. For the purpose of this Agreement, GST shall include the Central Goods and Services Tax (CGST), the State Goods and Services Tax (SGST), Union Territory Goods and Services Tax (UTGST) and/or the Integrated Goods and Services Tax (IGST), compensation cess or any other indirect taxes including cess as may be applicable. The Service Provider hereby agrees to provide the Platform with the respective GST TIN Numbers on which the Platform shall raise the invoices.
4.4 The Service Provider agrees and acknowledges that the Platform retain the right to deduct tax collected at source “TCS” as per GST law or any other taxes (at the rates prescribed under the Applicable Law), for the Service Provider with respect to physical goods at net value exclusive of taxes and with respect to services at gross value inclusive of taxes. The Service Provider shall be responsible for reconciliation of Tax Collected at Source (TCS) with the Platform statements, within the timelines specified by the Platform, or by law, from time to time. In due compliance of its obligations, the Platform may remit, the TCS from the Service Provider, to the respective Central and State Government/ Union Territory. Such remittance is in full discharge of obligations on the part of the Platform. Upon the fulfilment of such obligations, the Platform shall not be responsible for any inability on the part of the Service Provider, to claim a tax credit of the applicable tax collected from it by the Platform.
4.5 The Service Provider may be eligible to collect TCS credit basis returns filed by the Service Provider with the applicable governmental authority. The Platform shall not be responsible for denial of TCS credit to the Service Provider.
4.6 Service Provider agrees that the Platform shall, at all times, have the right and option to deduct/ adjust any payments due to, or from, Service Provider in one transaction, against any payments due to, or from, Service Provider in other or previous transactions.
4.7 It is the responsibility of the Service Provider to provide correct Harmonized System Nomenclature Code/ Service Accounting Code to the Platform, at the time of listing its Services on the Platform.
4.8 Invoice generation: A Service Provider expressly agrees that issuing correct and complete invoice is the sole and primary responsibility of a Service Provider. We will assist you with this process by generating an invoice on your behalf. The invoice shall then be generated and sent to the Service Provider. The Service Provider shall be required to physically sign the invoice, print the invoice and affix the same on the consignment. The invoice generated by CIPACA HEALTH shall be affixed by the Service Provider on the consignment. Notwithstanding anything else contained in these terms of use, the Service Provider shall be solely liable for any liability which may be imposed by taxation authorities for any discrepancy in the invoices.
4.9 Any Service Provider initiated/ sponsored promotion will be recovered from the Service Provider. The same can be deducted from payments to Service Provider.
4.10 The Service Provider agrees that the transaction price paid by the customer will be remitted to Service Provider contingent upon the following events:
a) User confirms the delivery of services in the transaction;
b) User does not take any action on payment facility to confirm delivery within such a time period as provided in the policies despite confirmation of dispatch of services by a Service Provider to the Customer;
c) User refund claim is rejected by the Platform due to any breach of the agreement, policies, and any applicable law;
5.1 The Service Provider will offer standard manufacturers or Service Provider’s warranty actually associated with the Services. However, the Service Provider agrees that repair, replacement or 100% (one hundred per cent) refund of money will be given to the Customer against any manufacturing defect or damage reported by the Customer.
5.2 The Service Provider undertakes to bear all logistics cost with respect to return/ reverse orders due to fault in terms of Service attribute.
5.3 In case the Platform cancels their order for any reason whatsoever before the confirmation of order, the Platform will inform Service Provider to stop the delivery of the said order.
5.4 The Service Provider shall furnish to the Platform Proof of Delivery (“POD”) Dispatch of order within 24 hours of such request by the Platform. The Service Provider shall protect and preserve the POD for a period of 1 year and submit it to platform whenever asked.
5.5 The Platform shall ensure that the services sold by the Service Provider are not above MRP and the pricing not limited to discounts/ offers shall be at the discretion of the Platform.
5.6 The Platform shall run schemes for the purpose of improving their operational efficiency. The said scheme shall be announced by the platform from time to time. Participation in these schemes is at the discretion of the Service Providers. The said schemes shall be informed to the Service Provider's prior before the supply/ sale of service and only on acceptance the scheme will be applicable.
5.7 The Service Provider shall initiate contact with the Platform for the purpose of sponsoring a new service available in his/ her inventory on the Platform. It is hereby agreed that such sponsored services shall be displayed at the top of the list on the Platform to ensure maximum visibility and accessibility to the users.
5.8 The Service Provider expresses the intention to engage in the promotion of the service by paying certain charges which shall be facilitated by the Platform.
The Parties hereby represent and warrant to each other as under:
6.1 The Service Provider represents and warrants that:
a. TThe Service Provider has and shall maintain all licenses and registrations required for selling the
Products online or otherwise during the Term.
b. The Service Provider shall not describe himself/ itself as an agent or representative of the Platform
or make any representations to any User or any third party or give any warranties.
c. The Service Provider agrees to attend to, and resolve, the Users queries with regard to the quantity
and quality of the products within 24 hours from the date of receipt of such queries.
d. The Service Provider agrees, acknowledges and understands that: The permission granted by the
Platform to use the Platform as an online marketplace is on a non-exclusive basis; The
Platform reserves the right to deny access to, or revoke such permission to use the Platform at
any time and shall have the right to remove the listing of any Product being offered for sale
by Service Provider.
e. Service Provider hereby provides his consent allowing various banks, payment instrument provider
on usage of their payment instrument to the Users for payment of Product/ Services.
6.2 The data of the Users shall be the exclusive property of the Platform, and Service Provider shall not use the same for Service Provider’s own purpose or distribute or sale or uses such data in any form or means except for the purpose of this Agreement. The Service Provider also represents that the Service Provider shall not purchase any Platform’s Meta tags on the Internet without the prior written consent of the Platform.
7.1 All parties agree that all Intellectual Property Rights, belonging to each party as of the Effective Date, are the exclusive property of the respective party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar brands/ logos/ trademarks of the other party without being specifically authorized in writing by that other party.
7.2 The Service Provider recognizes and confirms that the Platform has the exclusive right to supervise, allow and reject the contents of the Platform. The Platform shall be liable for contents and images shared, uploaded or displayed on the Platform, provided by the Service Provider regarding the Service Provider’s Products and all consequent liability will be borne by the Service Provider only.
7.3 The Service Provider hereby grants to the Platform the right to display/ delist the Products (as updated or to be updated by Service Provider on the Service Provider Panel at any/ all times) along with the related logo and/ or trademark and/ or brand name, etc. of the Products for marketing/ selling through the Platform. It can also use the same on various digital or physical copies to improve the business.
7.4 As per the Terms and Conditions of CIPACA HEALTH, the Website/ App grants access to Users/ Customers to view the content solely for visiting, ordering, and communicating only. All materials in this Website/ App, including, but not limited to, images, illustrations, text, logos and page headers, that are part of this Website/ App are copyrights and/ or other intellectual properties owned by CIPACA HEALTH. All other trademarks not owned by CIPACA HEALTH that appear on this Website/ App are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CIPACA HEALTH.
7.5 You hereby agree that you will not reproduce, duplicate or copy the content of CIPACA HEALTH for any purpose, unless you have been specifically permitted to do so in a separate agreement with this Website/ App.
7.6 The Service Provider acknowledges that the Platform is merely an intermediary with respect to the Services listed on the Platform. However, on receiving written notification of any alleged infringement of third-party intellectual property rights due to display or sale of any Services third party trademark or copyrighted matter on the Platform (including availability or sale of counterfeit goods on the Platform), the Platform may, at their own discretion, remove/ delist the allegedly infringing Services/ content from the Platform, with or without prior notice to Service Provider.
7.7 Trademark complaint
The Platform respects the intellectual property of others. In case you feel that your trademark has been infringed, you can call/ write to Platform at Phone number - +91 70109 90183/ Email id - cipacahealth@gmail.com.
7.8 Copyright complaint
The Platform respects the intellectual property of others. In case you feel that your work has been copied in any way that constitutes copyright infringement you can call/ write to the Platform at Phone number - +91 70109 90183/ Email id - cipacahealth@gmail.com.
7.9 Trademark, Copyright and Restriction
The Website is controlled and operated by CIPACAHEALTH and services are sold by respective registered Service Providers. All material on the Platform, including images, illustrations, audio clips, and video clips, are protected by copyrights, trademarks and other intellectual property rights. You must not copy, reproduce, republish, upload, post, transmit, or distribute CIPACA HEALTH’s or other Service Provider’s material in any way, including by email or other electronic means and whether, directly or indirectly, you must not assist any other person to do so. Without the prior written consent of the owner, modification or use of the material on any other website/ networked computer environment or for any purpose other than personal, non-commercial use is a violation of the copyrights, trademarks, and other proprietary rights is prohibited. Any use for which you receive any remuneration, whether money or otherwise, is a commercial use for the purposes of this clause. You must not introduce any Trojans, viruses, any other malicious software, any bots or scrape the Website for any information; Probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us or otherwise tamper or attempt to tamper with our technological design and architecture; Hack into or introduce malicious software of any kind onto the Website; Engage in any form of antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,”, “phishing” and “grieving” as those terms are commonly understood and used on the internet. You are prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing on or through the Website, any information that:
a. belongs to another person and to which you do not have any right;
b. is harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, hateful, relating to or encouraging money laundering or gambling, or otherwise harmful in any manner whatsoever;
c. harms minors in any way;
d. infringes any patent, trademark, copyright or other proprietary rights;
e. violates any law for the time being in force;
f. deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
g. impersonates or defames another person; or
h. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource
The Service Provider agrees and undertakes to indemnify and to hold harmless the Platform its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorney’s fees) incurred by reason of (i) any breach or alleged breach by the Service Provider of the Service Provider’s obligations, representations, or warranties hereunder; (ii) any violation by the Service Provider of Applicable Law or regulation (including law governing information technology, money laundering, data protection and consumer protection); or (iii) any breach by the Service Provider of any CIPACA HEALTH Policies/ T&C. (iv) Any fraud, wilful default, gross negligence, malpractice and misrepresentation by the Service Provider, and (v) Any violation of third Intellectual Property Rights (vi) any claim made by Users for inaccurate Service availability details that are displayed on the platform due to any negligence/ default on the part of Service Provider (vi) any dispute/ claim under the Consumer Protection Act, 1986 by the User.
Notwithstanding anything contained under this Agreement, any party may terminate this Agreement for convenience
On termination of this Agreement:
a. The Platform with immediate effect, block Service Provider’s access to the Platform and
consequently, Service Provider shall not be able to offer any Products to the Users thereafter and shall
not have the right to re-register himself/ itself as a Service Provider on the Platform at any time after
such termination, unless the Platform, in its discretion, permits such re-registration.
b. Each party shall return to the other party(ies) all the confidential information of the
disclosing party and all other properties and materials belonging to such disclosing party.
Where the Confidential Information cannot be returned in material form, the receiving party
shall destroy all of the disclosing party’s confidential information and shall provide the
disclosing party with a certificate of destruction with respect to the same;
9.1 It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.
9.2 On the termination of the Agreement, the Service Provider shall be entitled to only the Service Provider Proceeds which have become due to Service Provider on account of any purchase of the Products, made prior to the date of termination of this Agreement. The Platform shall be entitled to adjust any monies due from Service Provider to them till the date of termination, from the Service Provider Proceeds payable to Service Provider upon termination.
9.3 Without prejudice to the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either party may have, arising out of the event which gave rise to the right of termination.
10.1 NON SOLICITATION AND NON-COMPETE:
Service Provider understands and acknowledges that the CIPACA HEALTH has made substantial investments in identifying, developing, and establishing relationships with its employees/ clients. Such employees/ clients include all those introduced by CIPACA HEALTH to the Service Provider to which the Service Provider provides services through/ on behalf of the CIPACA HEALTH. To protect the investment, Service Provider agrees not to provide any type of job opportunities to CIPACA HEALTH’s employees/ clients, directly or indirectly, except through the CIPACA HEALTH, during the terms of employee’s employment with CIPACA HEALTH and for a period of two (2) years thereafter, without CIPACA HEALTH’s prior written consent. In case of non-compliance of this clause shall lead to termination of this agreement.
10.2 GOVERNING LAW AND DISPUTE RESOLUTION:
In the event that any dispute or difference arises, in connection with the interpretation or implementation or validity or otherwise arising out of or relating to this Agreement, between the Parties, such dispute shall be referred to arbitration and a sole arbitrator shall be appointed by CIPACA HEALTH such arbitration shall be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any re-enactment or modification thereof then in force. The arbitration shall be held in Chennai, India and the award of the arbitral tribunal shall be final, conclusive and binding upon the Parties.
10.3 CONFIDENTIALITY:
The Parties shall not at any time divulge, or allow to be divulged to any person, any
Confidential Information unless the said information comes in public domain without breach
by either party, however, no party shall be precluded from disclosing any information to the
extent required in the legal proceedings. The Parties agree that they shall not use the
Confidential Information for any purpose, other than as may be reasonably necessary for the
performance of their duties pursuant to this Agreement, without the other party (ies) prior
written consent. The obligations under this Clause shall survive the termination of this
Agreement.
10.4 COMPLIANCE WITH LAWS: The Service Provider shall comply with all applicable laws, including but not limited to Food Safety and Standard Authority of India (FSSAI) and obtain all necessary licenses and permits applicable to them.
10.5 RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner.
10.5 ENTIRE AGREEMENT:This Agreement, including Annexures, CIPACAHEALTH Privacy Policy, Terms & Conditions and Commercials added from time to time, shall constitute the entire and final agreement between Service Provider and the Platform with respect to the subject matter covered herein.
10.7 SURVIVAL: Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive.
10.8 SEVERABILITY: If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the remaining provisions of this Agreement.
10.9 RECORDS: The Service Provider agrees that at all times during the term of this Agreement, shall maintain appropriate records relating to transactions covered under this agreement and shall allow the Platform to examine, inspect, audit, and review all such records and any source document pertaining to the transaction covered under this Agreement upon written notice to the Service Provider at least 5 (five) business days’ prior notice.
10.10 COMMUNICATION: Service Provider gives explicitly consent and allows the Platform to send the messages/ communication on email or mobile from time to time.