TERMS OF USE (“Terms”)

PLEASE READ THESE TERMS OF USE CAREFULLY, BY ACCEPTING, YOU (hereinafter referred to as “Service Provider”/ “You”) AGREE TO BE BOUND BY THE TERMS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE.

1. TATA 1MG Healthcare Solutions Private Limited (“We”/ “Us”/ “Company”) is inter alia engaged in the business of providing technology enabled healthcare services vide its website namely www.1mg.com, its mobile application thereof and any other platform provided by Us (collectively called as “Website”). The Website facilitates provision of pharmaceutical services by the Company owned and/or third-party pharmacies (“Pharmacy Services”), diagnostic services by us and/or various third-party diagnostic centers (“Diagnostic Services”) and online consultancy services being offered by various registered medical practitioners (“E-Consultancy”) (collectively called as “Services”).

(You and the Company shall hereinafter be individually referred to as a “Party” and collectively as the “Parties”, as the context may require.) Definitions (as may be applicable on You):

2. Definitions (as may be applicable on You):
   1. "End Customer" means the customer or You who has placed an Order for the Products/ Services through the Website and is willing to purchase the Products/ avail the Services from Us and/or the associated vendors of the Company via the Website.
   2. "Order" means an order placed by the End Customer for the Product/ Services on the Website of the Company.
   3. "Product" means such goods for which an Order has been placed by the End Customer on the Website.
   4. "Service Provider" shall mean the order generating vendor who shall endeavor to promote the Services offered by the Company by facilitating the purchase of Products/ Services via the Website.
3. Arrangement/Scope:
   1. Roles and responsibilities of Service Provider (applicable in accordance with the type of arrangement with You):
      1. You shall endeavor to promote the Services offered by the Company by facilitating the purchase of Services by its customers through Company’s Website.
      2. You may facilitate the Services offered by the Company by assisting the customers (on a need basis) to avail Services via the Website.
      3. You may also assist in the facilitation or promotion of Products offered by the Company via the Website.
      4. The relationship between Company and You is on a principal-to-principal basis and does not create any employee-employer or any partnership, joint venture between the Parties. At no time You will represent to any third party that the scope of Your association with Company extends beyond the scope of these Terms.
   2. Roles and Responsibilities of the Company (applicable in accordance with the type of arrangement with You):
      1. Company shall offer to You the discount coupons of Company (“Offer”) in accordance with terms and conditions and description of the Offer decided by the Company. However, the Company at its own discretion may modify the Offer from time to time as will be informed to the Service Provider by email or via any other mode of communication.
4. Company Promotion: Service Provider agrees to display Company’s banner, posters, stickers and various other promotional material viz. Company ad in local newspaper or any other content as communicated to Service Provider by Company from time to time to promote Services. Service Provider shall not use any material / content which is not provided by the Company for promotion, without prior approval from the Company in writing or on email. No offers or benefits apart from the Offer agreed by the Company shall be communicated to potential customers in any manner.
5. Representations and Warranties of the Service Provider: You represent and warrant to the Company as follows (who, as a result, have been induced to enter into these Terms and into the transactions contemplated herein):
   1. You have the capacity to enter into these Terms and to perform obligations hereunder and acknowledge that the Company has relied upon the completeness and accuracy of such representation, warranty and covenant in entering into these Terms.
   2. The Company is the legal and beneficial owner of the intellectual property used by You in the course of the arrangement mentioned herein or is sufficiently licensed to use and sub-license the same and that You by using such intellectual property of the Company will not be in breach of any applicable law by utilizing the intellectual property it is authorized to use by the Company.
   3. That You shall comply with all applicable laws in the performance of the obligations and the exercise the rights under these Terms including without limitation any and all laws applicable to the Company in relation to provision of services covered under the scope of these Terms and direct and indirect tax legislations including GST Law or any other statutory levies cess or duties, labour regulations and any other laws, rules, regulations or government orders which may be applicable to You.
6. Consideration: In consideration, the Company shall pay a Fee (defined hereunder) to the Service Provider on Completed Orders (defined hereunder), attributed to the Service Provider based on the usage of pre-agreed coupon code, UTM code or other means, as mutually agreed between the parties in writing or over email.
   1. Whereas, the “Fee” will be a fixed percentage of the Order Value (as defined hereunder) as agreed between You and Company over the Website or in writing or through email communication.
      1. Where “Order value” means the invoice amount after considering all deductions, if any on account of discounts, GST, coupons, loyalty point, cashback, delivery charges, packaging charges, or convenience charges, handling charges etc. and any other promotional offers offered by the Company (“Order Value”).
   2. "Completed Order" shall mean: (a) In case of Pharmacy Services: an order which has been completed in all respect and the requisite Order Value has been paid in full and return period has been lapsed and return facility was not optioned by the customer, (b) in case of Diagnostics Services: an order where medical test(s) has been conducted, the Order Value has been paid in full and the report has been generated to the customer, and (c) in case of E-Consultancy: an order where the Order Value has been paid in full and customer has availed the services offered by any one or more registered medical practitioner(s).
7. Onboarding Fee (if applicable on You): You undertake to deposit an amount as mutually agreed between You and the Company over the Website in writing or over email, exclusive of all applicable taxes as one-time, non-refundable interest free fee (“Onboarding Fee”) towards onboarding by the Company.
8. Invoice: Service Provider shall on the basis of the Successful Delivery/Completed order reconciled each month end shall raise an invoice for every month charging the Fee payable by Company. Company shall make the payment to Service Provider as mutually agreed between the Parties in writing or over email as per the payment cycle, but no later than 30 (thirty) days of receipt of valid invoice by Company. In case there are discrepancies identified in the invoice, Company may seek necessary clarifications/corrections within 15 (fifteen) days of receipt of invoice and withhold payments till such clarifications/corrections are provided.
   In case the Invoice raised by the Service Provider is not in compliance with GST Laws or the GST returns are not duly filed by the Service Provider (if/as required by the law), Company shall have the right to adjust and withhold the amount equivalent to the amount mentioned on the invoice and not reflecting in the GST portal. Such payment withheld by the Company shall be released post rectification of invoice or filing of GST returns.
9. Indemnification: You shall promptly on demand indemnify and hold harmless the Company and Company’s officers, directors, employees and agents from and against any and all liabilities, costs and expenses (including reasonable attorney’s fees) incurred or suffered, or to be incurred or suffered, by the Company that arise out of or in any way relate to, or result from any non-disclosure, breach of intellectual property rights, breach or misrepresentation by You of any of the provisions of these Terms, or negligence, fraud or willful misconduct by You, or non-compliance with any laws applicable to it, or any claim, demand, suit, action or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by You of any of the provisions of these Terms (including, without limitation, any of the representations or warranties presented by You set forth in these Terms).
10. Governing Law and Dispute Resolutions: These Terms and any contractual obligation between the Parties will be governed by the laws of India, without reference to the conflict of laws principles. Any legal action or proceeding related to Other Party(s) access to, or use of, the Website or these Terms shall be subject to the exclusive jurisdiction of the courts at New Delhi. Before initiating any legal proceedings, the Parties shall attempt to resolve the dispute amicably within thirty (30) days from the date such dispute is formally notified in writing by either Party. If the dispute cannot be resolved amicably within this period, it may be referred to the competent courts in New Delhi as mentioned above.
11. Termination and Amendment: Both Company and the Service Provider shall have the right to terminate these Terms by giving a prior written notice of 15 (fifteen) days including over E-mail to the other Party. In case of any breach of terms and conditions of these Terms, Company reserves the right to terminate this arrangement immediately by giving a written notice including over e-mail.
    In the event of termination, full and final settlement will be made as per the payment schedule agreed between You and the Company in writing or over email communication.
    In case of malpractice or fraudulent behavior by the Service Provider, Company reserves the right to take legal action and/or impose penalties up to the amount due to the Service Provider and forfeit the Security Deposit and/or terminate the arrangement with immediate effect.
    In all events of termination, the Service Provider is liable to pay any outstanding amounts owed to the Company. The Company may adjust the same with the Security Deposit (if deposited with the Company) where required.
12. Standard Terms: It must be noted that the Services facilitated by Company shall be in accordance with these Terms and the terms of use available at https://www.1mg.com/Tnc and Service Provider shall provide any such document to the Company as may be required by the Company during the course of this arrangement. The Company may modify these Terms from time to time, and any such changes will (i) be reflected on the Website, and (ii) be effective immediately upon the changes being reflected on the Website. You agree to be bound to any such changes or modifications and understand and accept the importance of regularly reviewing these Terms as updated on the Website.