Terms for Doctors
TERMS AND CONDITIONS
BY SIGNING OF THE WELCOME LETTER , YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS (“DOCTOR TERMS”).
These terms are a legal contract between “You” (hereinafter referred to as a; “Doctor”, “Registered Medical Practitioner” and/or a “Certified Medical Professional/Expert”, “Psychiatrist” and/or “Psychologist”) AND Belivme Healthcare Services Private. Limited., a Company incorporated under the provisions of the Companies Act, 2013, having its registered address at, F 805, Smondo – 3 Neo Town, Electronic City Phase-1, Bangalore, Karnataka, 560 100 (the “Company”, “Belivme” or “we” or “us” or “our”)
The aforementioned shall hereinafter be individually referred to as “Party” and collectively as “Parties”, where the context so permits, with respect to their usage of the Company’s services.
Belivme Healthcare Services Private Limited, provides services in the field of telemedicine, online consultation, medical services, hospital services, diagnostic services and counselling services for Mental health problems, wherein users can find and consult with Doctors, Psychologists and Psychiatrists (Online or otherwise) through their website, mobile application (if applicable) and online services (collectively, the “Platform”).
Our aim is to connect medical and mental health experts such as; Doctors, Counsellors, Clinical and General Psychologists and Psychiatrists to Users in a seamless and smooth manner in order to ensure and promote easy access to healthcare services.
Company owns and operates the website and/or any Application and/or platform in the name and style of “BelivMe” (www.belivme.com), connected to or mentioned on this site and the Services provided under this website. The Website inter alia contains a booking functionality which enables users to contact and connect with doctors or registered medical practitioners and allows them to subscribe and/or access the Services being offered. (hereinafter, the “Services”)
- The Service Provider is an Expert (as defined below) and is in the business of providing Services (as defined hereunder) and has the skills, qualification and expertise required to perform the Services.
- The Company operates as an intermediary and provides services in different specializations including-General physician, Dentistry, Psychology, Psychiatry, Physiotherapy to name a few. It provides online(video, audio and chat) and offline (in-person ) consultations both, wherein users can find and consult with Medical experts ( Doctors) through their website, mobile application (if applicable) and online services (collectively, the “Platform”).
- The Company desires to engage the Service Provider to provide the Services and the Service Provider has agreed to the same, subject to the terms and conditions of this Agreement.
- Pursuant to the above, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Service Provider shall provide the Services to the Company
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS:
- “Applicable Law(s)” means any central, state, local, provincial, municipal, or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, proclamation, treaty, convention, rule, regulation, policy, permit, Governmental Approvals, ruling, guidelines, directive, notice, pronouncement, injunction, award, judgment, decree, determination, decision, opinion or interpretation that is then in effect by or under the authority of any Governmental Authority in each case having the force of law;
- “Area of Operation” shall mean the territory of the Republic of India.
- “Authorized Recipients” means those persons who need to know or have access to the Confidential Information in the course of their professional duties, for the purposes of evaluating, negotiating or advising upon the Proposed Transaction/Proposal, and include the Recipient’s duly authorized senior executives, professional advisers, agents, representatives (as the case may be).
- “Communication(s)” means any and all communications which may be given by a Party to the other Parties made in accordance with this Agreement;
- “Confidential Information” means any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to any Party or its Affiliates who may have furnished such information to the other Party(ies) with expectations of confidentiality to the extent the receiving Party(ies) know or reasonably should know of such expectations, and includes without limitation and regardless of whether such information or materials are expressly identified as confidential or proprietary, whether or not stored in any medium: (i) technical information, including but not limited to computer programs, software, databases, methods, know-how, formulae, technological data, technological prototypes, processes, discoveries, machines, inventions, and similar items; (ii) business information and materials, including but not limited to financial information, business plans, business proposals, customer contract terms and conditions, pricing and bidding methodologies and data, sales data, customer lists etc., and similar items; (iii) information relating to future plans, research, pending projects and proposals, proprietary production processes and similar items; and (iv) any valuable, information and material and/or trade secrets that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary;
- “Days” means calendar days.
- “Effective Date” shall mean the effective date provided under this Agreement;
- “Execution Date” shall mean the date of execution of this Agreement;
- “Expert” shall mean, refer to, and have the same meaning as has been given to; any person who is a ‘Registered Medical Practitioner’ as per the ‘Indian Medical Council ACT 1956’ and who has entered into an agreement/contract with the Company to provide his/her services on the Company’s Platform.
- “Force Majeure” shall mean any delay in or failure to perform any obligations by a Party under this Agreement to the extent that the same is caused by acts of any government authorities, acts of God, fire, flood, explosion, pandemics, riots, war, rebellion, insurrection or other event beyond the reasonable control of that Party.
- “Governmental Authority” means, in any applicable jurisdiction, any central, state, local, provincial, municipal or other governmental department, commission, board, bureau or other instrumentality and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to any such government (India);
- “Intellectual Property” or “IP” includes ideas, design concepts, creations, discoveries, inventions, improvements, know how, trade or business secrets, trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, synthesis protocol, algorithms, works of authorship, flowcharts, drawings, books, papers, sketches, formulae, proprietary techniques, research projects, copyright, designs, and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, user guides, in either printed or machine-readable form, whether or not copyrightable or patentable or protectable under any other intellectual property law, or any written or verbal instructions or comments;
- “Material Default” shall mean any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate, that has had or may reasonably be expected to have a material adverse effect on the ability of any of the Parties to carry out the scope of this Agreement contemplated herein or to perform its obligations hereunder;
- “Person” shall mean any natural person, firm, corporation, limited company, private limited company, limited liability company, governmental authority, joint venture, general or limited partnership, trust, association or other entity (whether or not having separate legal personality);
- “Price” shall mean the original listed price (per hour and/or per consultation, as agreed to mutually between the Parties) determined by the Company for providing a Consultation with an Expert and thereby providing its Services, made available for sale/purchase via the Company Website/App prior to any discounts or promotions.
- “Required Documentation” means all documentation required by Company from the Expert, including but not limited to business license, qualification certificates, certificate(s) of practice, identification, tax identification, information regarding Tax status, banking documentation, all Invoice Details and any other documents are required by the Company.
- “Supplemental Terms” means the Definitions, the General Supplemental Terms, the Specific Supplemental Terms and any other terms applicable to the use of the Company Services, Company Tools, and/or Company.
- “Service(s)” shall collectively mean providing Healthcare Services as defined in Indian Medical Council Act, 1956, provided by an Expert as per the provisions of this Agreement;
- “Service Fee” means a Fee paid by the Company to the Expert in consideration for the use of the Company Services.
- “Session or Consultation” shall mean a patient consultation, booking and/or appointment(s) made by a User through the Company Platform in order to consult with a medical practitioner.
- This Agreement shall become effective from the Effective Date and shall subsist until the same is terminated in accordance with this Agreement or as mutually agreed to between the parties herein.
- Either Party may terminate this Agreement, effective upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach:
- Is incapable of cure (Force Majeure);
- Such breach amounts to a Material Default;
- Being capable of cure, remains uncured 30 (Thirty) days after the breaching Party receives written notice with thereof;
- Upon termination of the Agreement by the Company, it shall furnish to the Expert reason(s) in writing for terminating the Agreement.
- In case of termination by an Expert, he/she will be obligated to attend, be available for and provide consultation for the Session booking(s) which remain active as on date of the termination.
- Furthermore, upon the happening of the event as mentioned in the aforementioned Clause 3.2, the Company shall be liable to make payment(s) to the Service Provider only with respect to the Services provided as on date of termination, less any damages, costs and expenses that the company may retain in accordance with the terms of this Agreement, at its sole discretion.
- The Company and/or its Affiliates will make the Website/Applicable Company Services available to the Service Provider for the purposes including, but not limited to booking of appointment(s) and Sessions for consultations, providing online/offline consultation sessions, marketing, operational and other support. The Company Services are solely for use by Expert subject to the terms of this Agreement.
- The Service Provider/Experts shall be qualified to provide Healthcare services as per the required standards and qualification requirements prescribed under the Indian Medical Council Act, 1956 and Telemedicine Practise guidelines published on 25th March 2020 and/or any other relevant law that is force in the area of operation.
- Marketing and Promotion: The Company shall facilitate communication and interaction between the Experts and the customers/users through its Platform and provide services included but not limited to, on-demand lead/customer generation, Session booking, payment processing, marketing, operational and other support. The Company Services are solely for use by the Expert, subject to the terms of this Agreement
- Appointment of Limited Payment Collection Agent: The Service Provider/Expert hereby appoints the Company as its limited payment collection agent solely for the purpose of: (A) accepting payment(s) in lieu of services provided by the Experts (plus any Website/Applicable VAT and other fees collected on the Expert’s behalf), via the payment processing functionality facilitated by the Company Tools (B) transferring to the Expert the agreed upon Service Fee (plus Tax and any other fees collected on the Expert’s behalf) less any retained Fees (including Costs, expenses, Damage Fee, where applicable);
- The Expert agrees that payment collected by the Company on the Experts behalf will be considered the same as payment made directly to the Expert.
- The Service Provider further authorizes the Company to collect gratuities (if any) that are paid on the Company Website/App voluntarily by its Customers/users.
- If reasonable, Company may adjust the transfer of Service fee to the Expert for reasons including, but not limited to, failure to fulfil the provision of its Services, cancelling or rescheduling a Session without prior notice as against the Terms and Conditions Policy of the Company, being late for a Session, and/or breaching any terms and conditions of any of the Company’s Policies. The Expert may dispute any such adjustments through the Company Tools within fourteen (14) calendar days of him/her being notified of such adjustment. Company reserves the right to, and the Expert authorizes Company to, collect the amount of such adjustments via a deduction from the Service Fee to be paid to the Expert, or by debiting Expert’s payment method on record, or otherwise seeking reimbursement from such Expert.
- In exceptional circumstances only (as determined by Company in its sole discretion, acting reasonably), Company reserves the right to temporarily or permanently cancel or suspend a payment to Expert. The foregoing exceptional circumstances shall include, but not be limited to, any legal or regulatory risk or potential breach of applicable Laws associated with the transfer of such payment to the Expert, the breach of this and/or any other supplement agreement(s) entered into between the parties.
- Company may, from time to time, request information from the Expert to confirm the Expert’s identity as may be necessary under any applicable compliance obligations before transferring any payments to the Expert and may refuse to process payments owed to the Expert if there exists a legal or regulatory risk or potential breach of law or regulation associated with such transfer to the Expert.
- Company may engage any of its Affiliates to perform the activity of limited payment collection agent. Such engagement may be subject to additional terms.
- Company Tools. Company may make available certain Company Tools to the Service Provider and they may access and use those Company Tools solely in connection with their use of the Company Services. The Company Tools, including all intellectual property rights therein, are and shall remain the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor The Expert’s use of the Company Tools or Company Data conveys or grants to the Expert any rights in or related to the Company Tools or Company Data, except for the limited licence granted above.
- Company Website/App. The Service Provider acknowledges and agrees that in the course of its engagement with the company, it may gain access to certain proprietary information and/or gain back-end access to the company’s platform/website/mobile application. As between the Expert and the Company, the Company will retain sole and absolute control over the Company Website/App (and all elements of the user experience and user interface relating to the Company Website/App), including, without limitation, with respect to:
- the personalisation of the Company Website/App for Customers;
- the prioritisation and display of options available to Customers;
- the search functionality and results provided to Customers; and
- adding, removing or otherwise modifying any feature or functionality made available through the Company Website/App to optimize reliability or efficiency on the Company Website/App.
- No Service Guarantee. Company and its Affiliates do not guarantee the availability or uptime of the Company Tools or Company Website/App. The Expert acknowledges and agrees that the Company Tools and Company Website/App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Company Tools and Company Website/App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Company and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
- Disclaimer of Warranties. This clause applies only to the maximum extent permitted by applicable Law, and does not (and is not intended to) override any rights that the Expert has pursuant to applicable Laws. The Company and its Affiliates provide, and The Expert accepts, the Company Tools and Company Website/App on an “as is” and “as available” basis. Company and its Affiliates do not represent, warrant or guarantee that its access to or use of the Company Tools or Company Website/App: (i) will be uninterrupted or error free; or (ii) will result in any requests for booking of Sessions. The Company and its Affiliates make no representations, warranties or guarantees as to the actions or inactions of Customers who may request or receive Services, and the Company and its Affiliates do not screen or otherwise evaluate Customers.
- By using the Company Tools. The Experts are advised to take reasonable care and precautions with respect to interactions with the Customers/Users encountered in connection with the use of the Company Services and Company Tools. Notwithstanding Company’s Website/Appointment as limited payment collection agent of The Expert for the purpose of accepting payment from Customers on its behalf, Company and its Affiliates expressly disclaim all liability for any act or omission of the Expert, any of its authorised representatives, any Customer or other third party.
- Complaints. In connection with the provision of the Company’s Services to the Expert and vice versa, the Company, on behalf of the Expert, may respond to complaints/issues raised by Customers with respect to the Experts performance via the Company Website/App.
- Suspension of Company Services. Company, at its sole discretion, reserves the right to temporarily or permanently suspend, in whole or in part, the Expert’s access to the Company Services and Company Tools if:
- The Expert fails to provide Required Documentation in a timely manner;
- The Expert’s account is in arrears;
- The Expert or its affiliates and/or authorised representatives is/are, to the Company reasonable belief, in breach of this Agreement.
5. FEES, RETAIL PRICE OF ITEMS AND TAXES
5.1. Service Fee. In consideration for the use of the Company Services, the Company will pay the Expert a “Service Fee” which shall be a fixed %age (percentage) agreed mutually of the original price the company charges from the customer(“Service Fees“).
5.2. Payment Terms. All Fees under this Agreement will be paid in Indian Rupees. The Company will deduct any Fees from the payment the Company collects from the Customer on the Experts behalf, as detailed below.
5.3. Costs and Expenses. Except as may be expressly set forth in this Agreement, each party will be responsible for its expenses and costs in connection with this Agreement.
5.4. Taxes on Fees. All Service Fees payable pursuant to the expert pursuant to this Agreement shall be deemed to be inclusive of taxes. The term tax includes, GST and/or similar sales taxes.
5.5. Price of Services and Taxes. It is agreed that the Expert is the “Service Provider” “retailer” or “seller” of services of which shall be in the form of doctor consultation (including delivering the said services as per professional and medical standards). The Company shall be responsible for determining and setting the original listed price, prior to any discounts or promotions, for each consultation made available for sale via the Company Website/App (the “Retail Price“). The Retail Price for each session will include taxes (if applicable) and the Expert expressly authorizes Company, at the Expert’s direction, to collect such tax on The Expert’s behalf.
5.6. The Expert is solely responsible for the remittance of all applicable tax, transaction privilege, privilege, general excise, gross receipts, professional tax, income tax, product tax and similar transaction taxes in connection with the provision of their Services.
5.7. Invoices. For each order (Session) completed using the Company Website/App, the Company may issue an invoice for its services to Customers on the Expert’s behalf provided that the Expert has completed the required Invoice Details. The Expert may dispute invoices and/or receipts issued by Company on the Expert’s behalf within a period not exceeding three (3) days from the issuance date of the invoice and/or receipt. Failing this, the Expert is deemed to have validated said invoice and/or receipt.
- USAGE OF TRADEMARKS
- Marks. Subject to this Agreement, each party hereby grants to the other party (and, in the case of Company, to its Affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks, on a royalty-free basis, in connection with the activities related to this Agreement. This license includes the right to reproduce, adapt and represent (in connection with all or part of the activities related to this Agreement) the Marks for the entire world, using all means and media, and without any restriction of any kind as regards exploitation methods, number of prints, dissemination or utilisation. All uses of a party’s Marks (owned or licensed, as applicable) by the other party will be in the form and format specified or applicable/Approved by the party that owns (or is a licensee of, as applicable) such Marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. Any use or display of The Expert’s Marks by Company in connection with the provision of its Services through the Website/App in the ordinary course of business will not require any such prior, express, written consent. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the party that owns (or is a licensee of, as applicable) such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. The Expert agrees that it will not, and will ensure that Aggregator Delivery Partners do not, try to register or otherwise use and/or claim ownership in any of the Company Marks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
- MARKETING AND PROMOTIONAL ACTIVITIES
- Marketing. Company may showcase the availability of the Expert’s Services via the Company Website/App through various promotional activities including, without limitation, social media channels, websites, advertisements, blogs or other media available now or hereinafter created. Company (or a party designated by Company acting on Company’s behalf) may create video, still images and/or other materials for marketing and other efforts related to the Company Website/App (“Company Marketing Materials”). The Expert agrees that Company Marketing Materials (including, without limitation, all intellectual property rights therein) are and will remain the sole and exclusive property of Company. Additionally, The Expert may choose to provide videos, still images and/or other materials to Company (“Expert Marketing Materials”) for use in connection with the display of the Experts services on the Company Website/App, and The Expert hereby grants Company a non-exclusive, royalty free right to use, reproduce, adapt, represent, and display such Expert Marketing Materials in connection with the Expert’s Services and other promotional activities relating to the Company Services, for the entire world, during the Term, using all means and media, and without any restriction other than as required by Website/Applicable Law as regards exploitation methods, number of prints, dissemination or utilisation.
- No Additional Amounts. The Expert acknowledges and agrees that, through advertising and marketing, Company may seek to attract new Experts in order to increase existing users of the Company Services and Company Website/App. The Expert acknowledges and agrees such advertising or marketing does not entitle the Expert to any additional monetary amounts beyond the amounts expressly stated in this Agreement.
8. REPRESENTATIONS AND WARRANTIES
- Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:
- It has the full right, power and authority to enter into this Agreement, to grant the rights hereunder and to perform its obligations hereunder;
- When executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms;
8.2. Representations and Warranties by the Expert.
8.2.1. It will provide Services in compliance with the provisions of this Agreement and shall not do any act that shall cause an Unreasonable Delay in delivery of the Services.
8.2.2. It will act in good faith and attests to be a Responsible and Prudent Service Provider. Furthermore, the Service Provider shall use reasonable skill and care in provision of Services under this Agreement.
8.2.3. The Expert has not and/or will not circumvent the Company and directly contact its Users/Customers in order to provide medical services.
8.2.4. The Expert shall be responsible for compliance with all necessary laws, rules and regulations including the Indian Medical Council Act, 1956, and any other relevant laws, rules and regulation that are in force in the area of operation.
8.2.5. The Service Provider shall not commit any act that may prejudice, dilute or impair the exercise of the rights of the Company or its Customers/Users.
- Obligation of Confidentiality. Each Party (hereinafter referred to as the “Receiving Party”) acknowledges that in connection with this Agreement such Party shall gain access to Confidential Information of the other Party (hereinafter referred to as the “Disclosing Party”). As a condition to being furnished with Confidential Information, the Receiving Party agrees to:
- Not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement;
- Not use any of the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party; and
- Maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Clause 9.2 below, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided, however, that the Receiving Party may disclose the Confidential Information to its Representatives who: (i) are Authorized Recipients and who have a “need to know” for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Confidential Information, under this Agreement; (ii) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Clause 9.1, and provided, further, that the Receiving Party shall be responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives, of this Clause 9;
- The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own Confidential Information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.
- If the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Law or the written order of any authorized government agency, the Receiving Party shall:
- Provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this Clause 9; and
- Disclose only the portion of Confidential Information that it is legally required to furnish.
- If the Receiving Party becomes legally compelled to disclose any Confidential Information in order to comply with Applicable Law or the written order of any authorized government agency, the Receiving Party shall:
- At any time during the term of this Agreement and 2 (Two) year from the date of its termination, it is expressly agreed that the identities of any individual or entity and any other third parties (including but not limited to, suppliers, customers, users financial sources and consultants) discussed and made available by the Company to the Expert shall constitute Confidential Information and the Expert or any of its affiliates, authorised representatives shall not (without the prior written consent of the Company):
- directly or indirectly initiate, solicit, negotiate, try to contact, contract or enter into any business transactions, agreements or undertakings with any such third-party identified or introduced by the Disclosing Party; or
- seek to by-pass, compete, avoid or circumvent the Company from any business opportunity that relates to the purpose by utilising any Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
- Service Provider’s Indemnification. The Designer shall defend, indemnify and hold harmless the Company and its Affiliates, and each of its respective officers, directors, employees, agents, successors and assigns from and against all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by an Indemnitee (hereinafter referred to as “Losses”) arising out of or resulting from any Third-Party claim, demand, suit, action or proceeding, whether civil, criminal, administrative or investigatory in nature (each, hereinafter referred to as an “Action”) that arises out of or results from:
- The Experts breach of any representation, warranty, covenant or obligation under this Agreement; or
- Any action or failure to take a required action or more culpable act or omission (including recklessness or wilful misconduct) in connection with the performance or activity required by or conducted in connection with this Agreement by the Designer in connection with the performance and execution of this Agreement;
12. LIMITATIONS OF LIABILITY
- Exclusion of Indirect Damages. Except as otherwise provided in Clause 11 above, in no event will either Party be liable under this Agreement for any indirect, consequential, incidental, special or punitive damages, including (without limitation), loss of profit, income or savings, loss of goodwill, business interruption, data loss, whether such damage claims are based in contract, negligence, tort, warranty, strict liability, or any other legal or equitable theory of law
- GOVERNING LAW & DISPUTE RESOLUTION
- Mutual Discussions: The Parties agree to use all reasonable efforts to resolve any dispute under, or in relation to this Agreement quickly and amicably to achieve timely and full performance of the terms of this Agreement;
- Governing Law: This Agreement and the relationship between the Parties hereto shall be governed exclusively by and construed and enforced exclusively, and interpreted in accordance with the laws of India, without giving effect to the principles of conflicts of law thereof. The courts of Bengaluru, Karnataka, India shall have exclusive jurisdiction in relation to all matters arising out of this Agreement;
- All disputes or disagreements of any kind whatsoever concerning, arising out of or in relation to this Agreement, its interpretation, performance or enforcement, or any of the transactions or matters set out within the Agreement (“Dispute”) shall be fully and finally resolved by binding arbitration before a panel of arbitrators (“Panel”) to be appointed within 10 (Ten) calendar days from the date of the Dispute arising. Both parties to the Dispute (that is the party instituting the arbitration proceeding and the respondent party) shall appoint 1 (One) arbitrator each to the Panel and the 2 (Two) arbitrators so appointed by the parties to the Dispute shall together appoint 1 (One) more arbitrator to the Panel. The Promoters and the Company for the purpose of this Clause 14 shall be deemed to collectively appoint only 1 (One) arbitrator;
- All of the arbitrators shall be deemed and shall conduct themselves as neutral arbitrator;
- The arbitration proceedings shall be administered accordance with the Arbitration and Conciliation Act, 1996 and the relevant Rules thereof, and the seat of arbitration shall be Bengaluru, India. The arbitration proceedings shall be conducted in the English language. The parties to the Dispute shall equally share the costs of the arbitrator’s fees but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration. The arbitrator will have jurisdiction to decide all Disputes among the Parties, including without limitation, questions of arbitrability and are empowered to grant injunctive and emergency relief;
- The Panel shall make an award in writing at the earliest, which shall be final and conclusive and binding upon the Parties and non-appealable to the extent permitted by Applicable Law(s);
- The Parties further agree that the Panel shall also have the power to decide on the costs and reasonable expenses (including reasonable fees of counsel) incurred in the arbitration and award interest up to the date of the payment of the award;
- The provisions of this Clause 11 shall survive the termination of this Agreement;
- Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by: (a) acts of God; (b) flood, fire or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) embargoes or blockades in effect on or after the date of this Agreement; (e) national or regional emergency; or (f) national or regional shortage of adequate power or telecommunications or transportation facilities (g) pandemic as declared by a competent national or international authority (each of the foregoing, a “Force Majeure”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 (Thirty) days or more;
- Entire Agreement. This Agreement, together with all Schedules, Exhibits and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the Schedules, Exhibits and any other document, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits and Schedules; (b) second, the Exhibits and Schedules to this Agreement as of the Effective Date; and (d) third, any other documents incorporated herein by reference;
- Amendment, Modification & Waiver. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination or discharge of this Agreement and signed by an authorized representative of both Parties. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege;