Practo Prime – Terms & Conditions
Insertion Order Terms and Conditions
The terms and conditions set herein, shall together, with the IO, be read as Agreement, between Practo and Client, capturing the parties’ common understanding for managing business. However, these terms and conditions do not govern the relationship between an end-user and the Client. The Agreement is privy to only the parties entering into the understanding (i.e. whose names have been set forth in the IO).
A valid contract shall be formed between Practo and the Client, upon the Client having accepted the IO on the IO Effective Date.
- a) “Affiliate”, means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party.
- b) “Representative(s)”, means personnel(s) of the Client who shall receive an update on the Connections.
- c) “Connections”, for the purposes of this Agreement means instances of utilization of the facility provided by Practo pursuant to which persons seeking healthcare services (“Healthcare Seeker”) are able to initiate the process of communication with the Client. A ‘Connection’ shall be deemed to be complete when a Healthcare Seeker: (i) accesses the web-link hosted on Practo’s website / application or (ii) initiates a telephonic call through a unique number hosted by Practo (“Seeker Conduct”), in order to contact the Client. The Client acknowledges that Seeker Conduct may or may not amount to booking of an appointment or lead to a visitation by the Healthcare Seeker to the Client. Practo in its capacity of a technology service provider utilizes technology interface for improving communication and as such it is the completion of the Seeker Conduct (e. the form of accessing of a weblink or initiating of a call) that shall be deemed to be a Connection, irrespective of any outcome of it. The Client understands and acknowledges that Practo cannot and also does not warrant to be able to influence the Healthcare Seeker’s behavior in any manner. The Healthcare Seeker engages in the Seeker Conduct as it seeks to remedy certain issues faced by him/her.
A Seeker Conduct that is in form of initiating a telephonic call shall be deemed to be 1 (one) Connection where the same Healthcare Seeker makes multiple calls by using the same telephone number, provided however, that such repeated/follow-up calls occur not later than 30 (thirty) days prior to the date when the first call was made by the Healthcare Seeker.
The following information shall be included for all Connections generated, at the time of same being shared with the Representatives of the Client: (a) Date/time and (b) in-coming number.
All missed calls (i.e. a Seeker Conduct where the call is initiated but not completed) shall be deemed to be a Connection. The information with regard to every Seeker Conduct is duly passed on to the Client via SMS. The details are also visible on Client dashboard in the calls section. The Client may share its concerns on email@example.com.
2) Payment: Client agrees to pay Practo for the Connections completed in accordance with the terms of this Agreement. Practo shall raise an invoice on the Client immediately after the execution of the IO and the Client shall in advance, make payment of platform usage charges that could be incurred by Practo in delivering the Connection (specified under the IO) which is the price per Connection, in the form of a cheque/wire transfer. The amount paid by the Client towards delivery of the Connections shall be maintained in a virtual wallet (“Wallet”) earmarked by Practo for the Client. For sake of clarity, the Wallet refers to a virtual earmarking of the fees payable to Practo and does not amount to creation or opening of a pre-paid instrument by the Client. The Wallet shall be debited as and when Connections are completed at the rate as set out in the IO.
3) Reporting: Reports shall be provided to the Client, based on the number of Connections completed and the details of the Healthcare Seeker received by it. There shall be three (3) types of reports that will be shared by Practo with the Client:
- Instant Report – This will be shared immediately when the Healthcare Seeker transacts with the Client; it will contain the details of the phone number and the time of call, whether it was received or not.
- Daily update – This report shall be in the form of an ‘SMS’ and consist of the phone number and the time of the Connection.
- Monthly Reporting – A monthly report on the number of Connections generated, shall be provided through an email update.
4) Representations: The Client hereby represents and warrants that: (a) it shall comply with all applicable laws in the performance of its obligations hereunder; (b) information given to Practo by the Client will always be true, accurate, correct, complete and up to date, to the best of the Client’s knowledge; and (c) the Client shall maintain confidentiality of the Agreement.
5) Term and Termination: Practo may terminate this Agreement upon providing seven (7) business days’ notice in writing, to the Client. However, if either party is in material breach of this Agreement and such breach is not cured within thirty (30) business days of being notified in writing of the breach, then the non-breaching party may immediately terminate this Agreement. In case of termination by Practo or expiry of the Agreement, Practo shall refund the credit balance pending in the Wallet as on date of termination.
6) Disclaimer of Warranties: Except as otherwise set forth herein, Practo makes no express or implied warranty on the accuracy of the information shared hereunder. Practo further undertakes that, the details of the end user shall be shared on an, “AS IS” basis and Practo hereby expressly disclaims all other warranties, expressed or implied, regarding the activity undertaken hereof. Notwithstanding anything contained herein, Practo specifically disclaims any warranty regarding: any benefits that the Client might obtain from the Connections and the duration of the relationship between the Client and the end user. Practo does not guarantee continuous or uninterrupted service.
7) Indemnity: Client agrees to defend, indemnify and hold harmless Practo and all its employees, consultants or agents from and against any and all claims, actions, suits, proceedings, loss, damages, costs and expenses that any or all of them may suffer or incur on account of Client’s breach of any provision of this Agreement and/or breach of laws and/or due to breach of confidentiality obligations by Client.
8) Limitations of Liability: In no event will either party be liable to the other party for lost profits or lost revenue, or for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages. Practo’s liability under this Agreement shall not in any event, exceed the total amount paid by Client to Practo hereunder, which is represented by the debits made to the Wallet by Practo.
9) Non-Disclosure, Data Ownership, Privacy and Laws: The party receiving information, (the “Receiving Party”) shall preserve as confidential, all information related to the business activities of the party disclosing information to its Affiliates, etc., (the “Disclosing Party”), irrespective of such information being marked as ‘confidential’ or otherwise. Such information shall include details of end users, the pricing of the calls and/or book, information set forth in the IO, all trade secrets, ideas, know-how, concepts, processes, techniques, research, data, plans, materials, product development and all other information of a confidential nature in whatever form (“Confidential Information”). The Receiving Party shall hold Confidential Information in trust and confidence for the Disclosing Party and shall not disclose Confidential Information to any third party, or use any Confidential Information for its own benefit or the benefit of any other person, unless specifically authorized by the Disclosing Party in writing. The Receiving Party shall limit access and disclosure of such Confidential Information to its personnel or contractors on a “need to know” basis only and where such personnel or contractors are bound by similar obligations of confidentiality that are as restrictive as the terms of this Agreement. However, Confidential Information does not include any particular information that the Receiving Party can demonstrate : (i) is currently in the public domain, (ii) was previously known to the Receiving Party free from any obligation to keep it confidential, (iii) was or is publicly disclosed by or on behalf of the Disclosing Party subsequent to the receipt of such information by the Receiving Party or (iv) is independently developed by the Receiving Party or its personnel without any access to or use of Confidential Information of the Disclosing Party. Receiving Party may disclose Confidential Information of Disclosing Party if legally required to do so under applicable law provided that Receiving Party, where reasonably practicable and to the extent legally permissible, has brought such disclosure to the notice of Disclosing Party in writing, so that Disclosing Party may seek a protective order or other appropriate remedy. At any time at the request and option of the Disclosing Party and/or automatically in the event of termination or expiration of the Agreement (or any part thereof), Receiving Party agrees to promptly: (i) return to Disclosing Party the Confidential Information; or (ii) destroy or permanently erase the Confidential Information (in whatever form it is recorded), at the Disclosing Party’s option.
10) Force Majeure: Except for payment obligations, neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labour, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
11) Miscellaneous: (a) Governing Law – This Agreement shall be governed by, interpreted and construed in accordance with the laws of India and parties submit to the exclusive jurisdiction of the competent courts in Bangalore. (b) Independent Contractors – The parties are independent contractors and expressly acknowledge that no agency, partnership, joint venture or employer-employee relationship is intended or created hereby. (c) Entire Agreement – This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter and may be changed only by a subsequent agreement in writing signed by both parties. (d) Binding Agreement – All terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns. (e) Order of Precedence – In the event of any inconsistency between the terms of an IO and these terms and conditions, the terms and conditions shall prevail to the extent of any inconsistency. (f) Severability – If any portion of this Agreement is held invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement. (g) Notices – Any notice required to be delivered hereunder will be deemed delivered, one (1) business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Client/Practo shall be sent to the address specified on the IO. (h) Assignment – Client shall not have the right to assign or transfer any of its rights or obligations hereunder, and any attempt to assign or transfer such rights or obligations without Practo’s prior written approval will be null and void.