Terms of Use - MyHealthcare

Terms of Use

MyHealthcare Technologies Private Limited (“MyHealthcare”) is a digital healthcare company engaged, inter alia, in the business of providing a marketplace for facilitating a host of healthcare services including facilitating virtual healthcare consultation and out-patient department consultations between Healthcare Providers (defined below) and patients. MyHealthcare offers a virtual healthcare consulting platform called ‘MyHealthcare Platform’ (defined below), and every Person accessing and using the MyHealthcare Platform agrees to the terms of use contained in this Terms of Use.

For the purposes of the above, MyHealthcare and the Healthcare Provider have executed a separate document containing the brief particulars of MyHealthcare and the Healthcare Provider and the terms and conditions for the access and use of the MyHealthcare Platform and availing of Services (defined below) by the Healthcare Provider (“Heads of Terms”).

The Healthcare Provider and MyHealthcare are hereinafter collectively referred to as “Parties” and individually as “Party”.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

  1. DEFINITIONS AND INTERPRETATION
    1. Definitions
      In this Agreement, the following words and expressions shall, except where the context otherwise requires, have the following meanings respectively:

      Agreement” shall mean a collective reference to this Terms of Use, the Heads of Terms, their respective Annexures and all other policies of MyHealthcare available at its website https://www.myhealthcare.co/, including any amendments to the same as may be made from time to time.

      Affiliate” of any specified person or entity, means any other person or entity that directly or indirectly, through one or more intermediaries, Controls or is Controlled by, or is under common Control with, the specified person or entity.

      Android” shall mean the operating system developed by Google Inc. for smart phone interface.

      App Store” shall mean the digital distribution platform for mobile applications on iOS.

      Applicable Law(s)” mean all applicable laws, by-laws, rules, regulations, orders, ordinances, codes, guidelines, policies, notices, directions, judgments, decrees or other requirements or official directive of any governmental authority or person acting under the authority of any governmental authority in India, whether in effect on the Effective Date or thereafter.

      Confidential Information” shall mean, subject to the exceptions set forth herein, any and all information received by one Party (“Receiving Party“) from the other Party (“Disclosing Party“) pursuant to this Agreement, irrespective of whether such information has been marked as confidential or proprietary or not, but shall not include any information which:

      1. is or has been publicly disclosed by the Disclosing Party, either before or after it becomes known to the Receiving Party;
      2. was known to the Receiving Party, without obligation to keep it confidential, prior to when it was received from the Disclosing Party;
      3. is subsequently disclosed to the Receiving Party by a third party lawfully in possession thereof without an obligation to keep it confidential;
      4. has been publicly disclosed other than by the Disclosing Party and without breach of an obligation of confidentiality with respect thereto;
      5. has been independently developed by the Receiving Party without the aid, application, reference to or use of Confidential Information of the Disclosing Party, as demonstrated by competent written or documentary proof; or
      6. Is required to be disclosed by the Receiving Party under Applicable Laws.

      Control” together with its grammatical variations, when used with respect to any Person or a group of Persons acting individually or in concert, shall mean (i) the power to direct or influence or procure the direction in any manner of, the management or policies of such Person, directly or indirectly, whether through the ownership of vote carrying securities or by contract or by the articles of association or management rights or shareholders’ agreements or voting agreements or contracts or otherwise howsoever, or (ii) the ability to direct the casting of more than 50% (fifty percent) of the votes exercisable at general meetings of a Person on all, or substantially all matters, or of the issued share capital of such person, or (iii) the right to appoint or remove majority of directors of the person.

      Consultation” shall mean the virtual consultation or OPD consultation provided to the Patients through MHC, including but not limited to clinical diagnosis, medication, advisory for tests, and any other clinical or healthcare advisory.

      Doctors” shall mean the doctors (whether practicing independently or registered by the Hospitals of the Healthcare Provider), to be enlisted in the Doctors Application for providing Consultation to Patients through the MHC.

      Doctors Application” shall mean the Android and iOS based mobile phone application and web-based application used by the Healthcare Provider’s Permitted Users for providing Consultation services to Patients.

      Effective Date” shall mean the effective date as set out in the Heads of Terms.

      EMR” shall mean the electronic medical record of all the existing patients of the Healthcare Provider as of the Effective Date, including but not limited to such patient’s demographic data, name, age, gender, medical history, test and check-up data, transactional and billing data and prescriptions.

      Execution Date” shall mean the date of execution of the Heads of Terms by the Parties.

      Fees” shall mean a collective reference to the One Time Fee, SaaS Charges, Change Request Fee, if any, and such other charges as are set out in Annexure 2 of the Heads of Terms.

      Go-Live Date” means the day on which the MHC is deployed to Patients and Permitted Users of the Healthcare Provider.

      Healthcare Provider” shall include (a) Hospitals; (b) clinics, (including their holding companies, partnerships, trusts, societies or any other legal entities owning shareholding/interest and exercising Control over such Hospitals/clinics), (c) Doctors; (d) Medical Practitioners, etc.

      HIS” shall mean Hospital / Healthcare Information System, which shall include its operating Hospital Information System or Hospital Management System excluding EMR, Laboratory Information System (LIS), Picture Archiving and Communication System (PACS), Radiology Information System (RIS) and integration into the Hospital’s pharmacy.

      Hospital(s)” shall mean a healthcare facility operating as a hospital established as per Applicable Laws, which has the requisite licenses and approvals as mandated by Applicable Law and medical regulatory bodies / councils. The list of Healthcare Provider’s Hospitals and clinics has been provided in Annexure 1 of the Heads of Terms.

      Hospital Portal” shall mean the proprietary web-based platform developed by MyHealthcare, for the access and use of the MyHealthcare Platform by Permitted Users or other users of the Healthcare Provider (in case of a Hospital) with privileges as approved by the designated authority of the Healthcare Provider, who, subject to compliance with this Agreement, are authorised by the Healthcare Provider to use the Hospital Portal.

      iOS” shall mean the operating system developed by Apple Inc. for smart phone interface.

      Insolvency Event” means an event by which a Party:

      1. is insolvent, is declared insolvent, or becomes unable to pay its debts when they become due and payable;
      2. or its property is subject to the appointment of an administrator, a controller, receiver or receiver and manager, a liquidator or an official manager;
      3. is made subject to any compromise or arrangement with any of its creditors or members or scheme for its reconstruction or amalgamation, otherwise than as a result of voluntary corporate reconstruction;
      4. is wound up or dissolved, or an order or resolution is made to wind up or dissolve the Party;
      5. is or applies to be protected from any of its creditors under any applicable legislation has anything similar to any of the events in paragraphs (a) to (e) happen to it under the law of any applicable jurisdiction.

      Intellectual Property Rights” shall mean collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired, including but not limited to: (i) patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents or any extensions thereof; (ii) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, and applications therefor, trade names, service marks, service names, logos, or trade dress; (iv) rights relating to the protection of trade secrets and confidential information; and (v) Internet domain names, Internet and World Wide Web URLs or addresses, the digital platform, the UI/UX interface, source codes; (vi) mask work rights, mask work registrations and applications therefore; (vii) subject matter and embodiments of any of the foregoing rights, (viii) licenses in, to and under any of the foregoing rights, (ix) goodwill symbolized by or associated with any of the foregoing rights, (x) income, royalties or payments due or payable with respect to any of the foregoing rights, and (xi) claims, causes of action and defences relating to the enforcement of any of the foregoing rights and (xii) all other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained.

      Man Hour” shall mean a working duration of any employee, staff, contractor or consultant of MyHealthcare for a period of 1 (one) hour on a Working Day, including reasonable breaks for meals. A Man Hour cannot be prorated to minutes. Further if the Healthcare Provider requires or the delivery of service requested for by the Healthcare Provider requires an employee, staff, contractor or consultant of MyHealthcare to work on a non-Working Day, the same shall be counted for as 2 (two) Man Hours.

      Medical Practitioner” shall include such persons who are involved in providing alternative and ancillary healthcare services including but not limited to practitioners of homeopathy, AYUSH, physiotherapists, psychologists, nurses, para-medical staff etc., who are authorised and licensed under the applicable laws to carry on their practice, to be enlisted in such application as decided by the HealthCare Provider for providing Consultation services to Patients through the MHC.

      MyHealthcare Platform” or “MHC” shall mean the virtual healthcare consulting platform, OPD management, EMR, diagnostics management, e-pharmacy, homecare services platform of MyHealthcare including all the components thereof, including but not limited to the Patient Application, Doctors EMR Application (web and mobile), Hospital Portal, vaccination portal and the payment gateways, database management system, vaccination portals, etc.

      One Time Fee” shall mean the one time set up fee set out in Annexure 2 of the Heads of Terms, payable by the Healthcare Provider to MyHealthcare for the setting up of the MHC for Use by the Healthcare Provider or its doctors pursuant to this Agreement.

      OPD” shall mean the outpatient department facility offered by a Healthcare Provider where patients receive diagnosis and/ or treatment but do not stay overnight. MHC will provide a facility for booking appointments for OPD consultations;

      Patient” shall mean the users seeking service of consulting with Doctors via MHC by making an appointment via MHC or the Healthcare Provider’s call centres or the Doctors Application.

      Patient Application” shall mean the Android and iOS based mobile phone application that is used by the Patients to access all the features made available via the MyHealthcare Platform, for the Healthcare Provider.

      Permitted Users” means:

      1. in case of a HealthCare Provider shall mean the doctors, nurses, medical practitioners, consultants, paramedics, call centre operators, front desk staff, hospital administration staff and other users of the Healthcare Provider, with privileges as approved by the designated authority of the Healthcare Provider, who, subject to compliance with this Agreement, are authorised by the Healthcare Provider to use the MyHealthcare Platform.
      2. in case of the Medical Practitioners subject to the terms of the Agreement, who are authorised to use MHC.

      Person” shall mean and include an individual, an association, a corporation, a partnership, a joint venture, a venture capital fund, a trust, an unincorporated organization, a joint stock company, partnership, limited liability company, companies with unlimited liability or other entity or organization, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.

      Play Store” means the digital distribution platform for mobile apps on Android.

      SaaS Charges” shall mean the software as a service charge set out in Annexure 2 of the Heads of Terms, payable by the Healthcare Provider to MyHealthcare towards the usage of the MHC pursuant to the terms of this Agreement.

      Services” shall mean and refer to the services incidental or ancillary to the use of MHC and the services therefor to be provided by MyHealthcare, the complete details of which are set out in Annexure 2 of these Terms of Use. Parties may mutually agree on additional services from time to time, on commercial terms agreed between the Parties

      Terms of Use” shall mean these terms of use for the access and use of MHC and availing of Services by the Healthcare Provider.

      Use” means to load, execute, access, employ, utilise, store or display the MyHealthcare Platform in object code for the provision of Consultation services.

      Working Day” or “Business Day” shall mean any day other than a Saturday, Sunday or public holiday in Gurgaon or Bangalore.

      Working Hours” shall mean 10am (IST) to 6pm (IST) on any Working Day in Bangalore or Gurgaon.

    2. Interpretation. Unless the context of this Agreement otherwise requires:
      1. Heading and bold typeface are only for convenience and shall be ignored for the purpose of interpretation;
      2. References to the Agreement shall include all modifications, variations of this Agreement made in accordance with the provisions of this Agreement;
      3. Words using the singular or plural number also include the plural or singular number, respectively
      4. Words of any gender are deemed to include the other gender;
      5. The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of these Terms of Use, as the case may be;
      6. The term “Clause” refers to the specified Clause of these Terms of Use;
      7. Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation made from time to time under that provision;
      8. Reference to the word “include” shall be construed without limitation; and
      9. The Schedules and Annexures hereto shall constitute an integral part of this Agreement.
      10. Time is of the essence in the performance of the Parties’ respective obligations
      11. Capitalized terms not defined in Clause 1.1 above shall have the respective meanings assigned to such terms in the said Clause, unless defined elsewhere in this Agreement in bold letters.
      12. Any reference to MyHealthcare or the Healthcare Provider shall be deemed to mean and include their respective successors and permitted assigns.
  2. MHC AND THE SERVICES
    1. MyHealthcare hereby permits the Healthcare Provider to Use the MHC and the Healthcare Provider agrees to Use the MHC for the delivery of Consultation services, healthcare services to the Patients through itself or through the Doctors and Permitted Users of its Hospitals, on the terms and conditions set out in this Agreement.
    2. The Healthcare Provider hereby appoints MyHealthcare and MyHealthcare hereby accepts its appointment, to provide the Services, to the Healthcare Provider, in respect of MHC during the Term and in accordance with this Agreement. The appointment of MyHealthcare by the Healthcare Provider hereunder is exclusive and the Healthcare Provider shall not be entitled to enter into any agreement, arrangement, discussions or negotiations (binding or non-binding) for the same or similar services, with any other Person during the Term of this Agreement.
    3. MyHealthcare will provide such features in the MyHealthcare Platform as set out in Part 1 of Annexure 1 of these Terms of Use. However, all such features provided therein shall be subject to such actions and obligations being fulfilled by the Healthcare Provider as are provided in Part 2 of Annexure 1 of these Terms of Use. Subject to the Healthcare Provider performing its obligations envisaged herein within the timelines as may be mutually agreed between the Parties, MyHealthcare shall complete the integration of features set out in Part 1 of Annexure 1 of these Terms of Use efficiently to achieve the Go-Live Date as may be mutually agreed between the Parties.
  3. FEE AND PAYMENT
    1. Change Request and Change Request Fee
      1. Change Request” shall mean any request from the Healthcare Provider for any the following:
        1. any modification or addition of any existing new third-party’s technology/feature into the MHC; and/ or
        2. any modification or addition of any existing or new technology of MyHealthcare into the MHC; and/ or
        3. any modification or addition of Application Programming Interface (“API”) or HL7 Standards into the MHC; and / or
        4. any modification or addition of any features in the Patient Application that are specific to the Healthcare Provider and cannot be included as part of the MHC; and / or
        5. any marketing requirements, including but not limited to addition or modifications to the MHC.
      2. Any Change Request pertaining to the clinical modules on the Patient Application or electronic medical record for out-patients’ department shall be provided “Free of Cost”.
      3. Any Change Request, other than for changes mentioned at 3.1.2 above, shall be provided by MyHealthcare to the Healthcare Provider at an additional “Change Request Fee” of INR 2,400 (Indian Rupees Two Thousand and Four Hundred) per Man Hour plus applicable taxes for every employee, staff, contractor or consultant of MyHealthcare engaged for performing the Change Request. The Change Request Fee shall be increased by 5% after the expiry of each year of the Term. MyHealthcare shall provide the Healthcare Provider in advance, in writing, an approximate effort estimation schedule for the Change Request before implementing such Change Request. MyHealthcare shall immediately commence work upon approval of Change Request and the associated effort estimation schedule by the Healthcare Provider.
    2. Payments from Patients
      1. The Healthcare Provider shall charge the consultation fees from its Patients for the healthcare consultancy services delivered via the MyHealthcare Platform (“Patient Charges”) and shall raise invoices through the MHC for the Patient Charges.
      2. The Healthcare Provider hereby authorises MyHealthcare to facilitate collection of Patient Charges from the Patients on the behalf of the Healthcare Provider, as per the consultation fees as may be notified by the Healthcare Provider to MyHealthcare from time to time. Such Patient Charges shall be collected through appropriate arrangements that MyHealthcare has with payment gateways.
    3. Payments of Fees to MyHealthcare
      1. For the services rendered, MyHealthcare shall receive the Fees, any merchant discount charges for cancellations by Patients (“MDR”), and all applicable taxes on a weekly basis.
      2. For the purposes of the foregoing, MyHealthcare shall raise an invoice on a weekly basis for the services rendered during a week, within 2 (Two) days from the end of such week.
      3. On the basis of the said invoice, MyHealthcare shall deduct the Fees, the MDR from the Patient Charges received by it and remit the remainder amount to the Healthcare Provider.
      4. MyHealthcare shall raise an invoice for the Change Request Fee within 5 (five) days of the completion of the Change Request. The Parties agree that MyHealthcare may deduct the amount pertaining to the Change Request Fee from the Patient Charges collected by it and remit the balance to the Healthcare Provider. The Parties agree that they may choose to adopt a different method of settlement of the aforementioned amounts in the event that the Fees exceeds the Patient Charges for a given week (due to a Change Request).
    4. Taxes
      1. All applicable taxes including goods and services tax as maybe applicable shall be calculated and charged on the Fees in accordance with Applicable Laws. Each Party shall be responsible for their respective tax liabilities and statutory compliances arising out of or in relation to this Agreement.
      2. The Healthcare Provider hereby agrees to deposit the applicable tax deducted at source (“TDS”) with the taxation authorities on the Fees retained by MyHealthcare within the statutory prescribed time limits. Upon deposit of such TDS, the Healthcare Provider shall provide the TDS certificate for such deposited TDS to MyHealthcare, following which MyHealthcare shall promptly pay to the Healthcare Provider, such amounts as are deposited by the Healthcare Provider as TDS.
  4. MYHEALTHCARE OBLIGATIONS
    1. MyHealthcare shall be responsible for development, management and operations of the MyHealthcare Platform.
    2. MyHealthcare shall ensure that:
      1. MyHealthcare Platform may be integrated, where possible using the APIs available on MHC with the HIS of the Healthcare Provider’s Hospitals, to enable the efficient and applicable Use of the services provided by the MyHealthcare Platform to the Patients and the Permitted Users of the Healthcare Provider.
      2. In technical assistance with the Healthcare Provider, the migration of the EMR for the functioning of the MyHealthcare Platform and the Use of its services by the Permitted Users and existing patients of the Healthcare Provider.
      3. It assists the Healthcare Provider with the registration of the Hospitals, Medical Practitioners and the Doctors on the MHC.
      4. the APIs of MHC are suitably created for integrating any third-party’s technology/feature as has been already agreed between the Parties as of the Effective Date. It is clarified that such integration shall be considered a Change Request and will be chargeable as per Clause 3.1 and MyHealthcare shall not be liable for any Losses arising out of such third party’s technology/feature.
    3. It is clarified that, during the Term of this Agreement, in the event that MyHealthcare is provided with access to the information related to the Healthcare Provider’s patients for development of the MyHealthcare Platform or any other Service under this Agreement, MyHealthcare undertakes to take reasonable care as per industry practice to maintain confidentiality of such patients’ information in accordance with the Applicable Law.
    4. MyHealthcare shall ensure that the MyHealthcare Platform is optimised for performance with the latest versions of Android and iOS within 90 (Ninety) days of public release of the updated version of the operating system.
    5. MyHealthcare shall ensure the performance of its Services and deliverables under this Agreement as per the service levels provided in Annexure 2 of these Terms of Use. MyHealthcare shall not be responsible for any failure to deliver the Service levels if the Healthcare Provider does not meet any of its obligations under this Agreement or if such failure to deliver the Service levels is attributable to integration of third-party’s technology/feature into the MHC pursuant to a Change Request.
    6. Data Protection and Cyber Security: The security of the MyHealthcare Platform hosted via a cloud service shall adhere to the reasonable industrial standards at application level and data encryption level as mandated by the Information Technology Act, 2000 and the regulations made thereunder.
  5. HEALTHCARE PROVIDER OBLIGATIONS
    1. The Healthcare Provider shall be responsible for granting access and other required rights of the Medical Practitioner/Doctor database, Patient database from the HIS or EMR to the MyHealthcare Platform, via data transfer format provided by MyHealthcare. Wherever applicable, the Healthcare Provider shall make available all technical requirements regarding the HIS and EMR, via API to MyHealthcare for integration of the MyHealthcare Platform with the HIS and EMR of the Healthcare Provider.
    2. The Healthcare Provider shall bear all costs incurred by it in providing the APIs required for integration of HIS and EMR with the MyHealthcare Platform and any third-party costs incurred for the same.
    3. The Healthcare Provider shall:
      1. Provide all assistance and co-operation and co-ordination, including that with all of its Permitted Users (including Doctors, Medical Practitioners and Hospitals) for the efficient delivery of virtual healthcare consultancy services through MHC;
      2. Liaise with the Patients for the efficient delivery of Consultation services through MHC;
      3. Provide a call centre/helpdesk for Patients for in order to answer their queries and resolve their grievances within reasonably acceptable timelines;
      4. Create and maintain schedules and timeslots for Consultations over MHC and ensure that the Doctors are available as per their schedules provided on MHC; and
      5. Do all the necessary actions for the efficient delivery of Consultation services through MHC.
      6. bear all Losses caused to MyHealthcare due to improper usage and distribution of the MyHealthcare Platform by any of the Permitted Users during the Term of this Agreement to anybody other than the Permitted Users.
    4. The Healthcare Provider hereby acknowledges that the Intellectual Property Rights of the MyHealthcare Platform, its associated extensions, plug-ins, including any future enhancements or developments of the same and the Confidential Information of MyHealthcare shall always remain the exclusive property of MyHealthcare. Nothing contained in this Agreement shall have the effect of transferring any right, title, ownership or interest whatsoever in such Intellectual Property Rights of MyHealthcare, except to the extent set out in this Agreement.
    5. The Healthcare Provider represents, warrants and undertakes not to, and to ensure that none of the Permitted Users, provide the MyHealthcare Platform or access thereto to any third party for any reason whatsoever, other than the Permitted Users in accordance with this Agreement.
    6. The Healthcare Provider shall be solely responsible for the due and proper compliance of Applicable Laws in relation to its business. The Healthcare Provider shall obtain and shall ensure at all times that the Hospitals and the Doctors obtain and maintain all licenses, approvals and registrations, required to be obtained under Applicable Laws.
    7. The Healthcare Provider shall be solely responsible to obtain all applicable licenses, rights, certificates under any Applicable Law for the operations of the MyHealthcare Platform, to the limited extent that the Healthcare Provider would be a consumer of the MyHealthcare Platform for rendering services to its Patients and Permitted Users. Nothing contained in this Clause shall require the Healthcare Provider to obtain any such licenses, rights, certificates and make such other compliances as are required by it as the owner of the Intellectual Property Rights of the MyHealthcare Platform and as the provider of Services hereunder.
    8. The Healthcare Provider acknowledges that MHC is merely a marketplace for healthcare services. Any interactions and associated issues between Patients and the Doctors, Medical Practitioners, Hospitals and the Healthcare Provider including but not limited to the Patient’s medical issues and/or the Patient’s experiences is strictly between the Patient and the Healthcare Provider, and MyHealthcare shall never be held liable for the same.
    9. The Healthcare Provider shall ensure that any interaction/ communication between Doctors/ Hospitals/ Medical Practitioners and the Patients, including sharing of any images or videos of the body parts, shall be only through MHC. The Healthcare Provider shall ensure that the Doctors and Hospitals do not rely on any other external modes of communication for interacting/ communicating with the Patients, and do not solicit such Patients for offline treatments unless determined so by the Doctors as per their professional opinion.
    10. The Healthcare Provider shall ensure that:
      1. all the Doctors and/or Medical Practitioner (wherever applicable) are registered in the Hospital Portal;
      2. the Hospitals, Doctors and Medical Practitioners shall at all times adhere to the telemedicine practice guidelines dated March 25, 2020 issued by the Board of Governors of the Medical Council of India;
      3. all the Doctors and Medical Practitioners are a ‘Registered Medical Practitioner’ enrolled in any state register or national register under the Indian Medical Council Act, 1956;
      4. the Doctors, Medical Practitioners and Hospitals shall at times, adhere to all the Applicable Laws including but not limited to Indian Medical Council Act, 1956, Indian Medical Council (Professional Conduct, Etiquette and Ethics) Regulations, 2002, The Drugs and Cosmetics Rules, 1945, Information Technology Act, 2002 and Information Technology (Intermediaries Guidelines) Rules, 2011; and
      5. the Doctors and Medical Practitioners shall complete the mandatory online course for telemedicine, as and when it is developed by the Medical Council of India.
  6. REPRESENTATIONS AND WARRANTIES
    1. Each Party represents and warrants to the other that:
      1. it is duly organised, validly existing and in good standing under the laws of the country of its incorporation or organization, as the case may be;
      2. it has full power and authority to carry on its business and to enter into, and to perform its obligations as set forth in this Agreement;
      3. it has full corporate power and authority, including authorization by appropriate corporate resolutions, to enter into and perform this Agreement;
      4. the execution and delivery of this Agreement and the consummation of the transaction contemplated herein do not and will not contravene any provision of any agreement or instrument to which it is a Party;
      5. it has complied with and continues to comply with the Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement;
      6. no Insolvency Event has occurred with respect to such Party; and
      7. there are no infringement claims concerning its resources, assets, methods and processes, insolvency, bankruptcies, reorganisation, moratorium or similar proceedings affecting creditors’ rights generally, filed and / or pending against it that will have a material adverse effect on its ability to perform the obligations under this Agreement.
    2. The Healthcare Provider represents, warrants and covenants that:
      1. all information and data when provided to MyHealthcare for provision of Services would be correct and complete; and
      2. it shall perform its responsibilities under the Agreement in a manner that does not infringe any patent, copyright, trademark, trade secret, or other proprietary rights of MyHealthcare or its Affiliates or any third party.
    3. MyHealthcare represents and warrants that, as of the Effective Date and during the Term of this Agreement:
      1. It has and will have the right and authority to Use, and provide to the Healthcare Provider, the Services of the MyHealthcare Platform, as mentioned in this Agreement and to grant to the Healthcare Provider, the rights described in this Agreement;
      2. The Services will be performed in a diligent, professional and workman like manner using properly trained and qualified individuals, and at a minimum, in accordance with good industry practices;
      3. The Intellectual Property Rights of MyHealthcare do not infringe the intellectual property rights of any third party and it has not received any notice or communication in this respect. MyHealthcare shall perform its responsibilities under the Agreement in a manner that does not infringe any patent, copyright, trademark, trade secret, or other proprietary rights of Healthcare Provider and its Affiliates or any third party;
      4. MyHealthcare expressly represent and warrant that MyHealthcare Platform provided under this Agreement, its systems and servers and all other software to be used by MyHealthcare for the performance of the Services hereunder are virus free and shall not cause any damage whatsoever to the systems of Healthcare Provider nor cause any loss or compromise of the Healthcare Provider’s Confidential Information; and
      5. The MyHealthcare Platform shall be up and running and accessible at all-times except for any maintenance timeouts. In any event the uptime of the platform shall be no less than 99.9%. Any downtime of the MHC due to the Healthcare Provider’s HIS, third party software/ technology integrated into the MHC, cloud service provider, payment gateways, iOS & Android platforms, App Store, Play Store and the Healthcare Provider’s or MyHealthcare’s internet service provider shall not be attributed towards the MyHealthcare Platform uptime.
  7. TERM AND TERMINATION
    1. Term: This Agreement shall take effect from the Effective Date and will continue in full force and effect until the expiry of the 3rd (Third) anniversary thereof, unless it is terminated in accordance with this Agreement (“Term“). Upon expiry of Term, this Agreement may be renewed by the Parties on terms mutually agreed and the Term shall stand extended accordingly.
    2. Either Party may terminate this Agreement at any time, without assigning any reasons, with a prior written notice of at least 90 (Ninety) days to the other Party.
    3. Either Party may terminate this Agreement by written notice of at least 30 (Thirty) days to the other Party if:
      1. any of the representations or warranties of the other Party are found to be false or become untrue, or the other Party breaches or is in default of any obligation hereunder that has not been cured within thirty (30) days after receipt of written notice of such breach or default by the non-defaulting Party; or
      2. an Insolvency Event occurs with respect to the other Party.
    4. Either Party may terminate this Agreement with at least 30 (thirty) days’ prior written notice to the other Party, if MyHealthcare or the Healthcare Provider suffers any Force Majeure Event which continues for period greater than 90 (Ninety) days.
    5. Upon termination of this Agreement, the Healthcare Provider shall pay MyHealthcare all due and outstanding Fees within 10 (Ten) days from the effective date of termination, following which the Parties shall be released from all further obligations under this Agreement, save and except as mentioned in this Clause 7.
    6. Each Party shall, within 7 (Seven) days from the effective date of termination of this Agreement or the expiry of the Transition Period, whichever is earlier, (i) return all Confidential Information of the other Party and all copies thereof, which is in a documentary or tangible form, provided to it by the other Party; and (ii) for any information which is not capable of return in accordance with the foregoing, destroy all notes, memoranda and other stored information (including information stored in any computer system or other device capable of containing such information whether in readable form or otherwise, prepared by it, which relate to any Confidential Information of the other Party. Upon handover or destruction, as the case may be, each Party undertakes to give a written declaration about the same to the other Party.
    7. The Parties agree that the rights and obligations of the Parties in respect of the Clauses which by their nature are intended to survive the termination of this Agreement including, Clause 7, shall bind the Parties and shall continue to have effect, notwithstanding the expiration or termination of this Agreement.
  8. CONFIDENTIAL INFORMATION
    1. Each Party is the sole owner of the Confidential Information of such Party, and nothing contained in this Agreement shall be deemed to grant the other Party, any other right, title or interest in the Confidential Information of the other Party, except as set out in this Clause 8. Both Parties will not, nor will they permit their respective employees, agents or independent contractors, to use, copy, disclose, distribute, sell, license, publish, reproduce or otherwise make available the Confidential Information of the other Party, except for the purposes of this Agreement.
    2. Each Party will:
      1. secure and protect the other Party’s Confidential Information by using a level of care consistent with the maintenance of its own confidential and proprietary information of like kind, but in no event less than a reasonable degree of care; and
      2. ensure that each of their respective employees, agents and independent contractors who have access to such Confidential Information adhere to the confidentiality standards set out in this Clause 8.
    3. Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information:
      1. to the extent required by Applicable Law, in which case such Party will so notify the other Party as soon as practicable and in any event prior to such Party making such required disclosure only to such extent as is required under such Applicable Law; and / or
      2. provided that the Disclosing Party has given its prior written consent to the Receiving Party for disclosure of such Confidential Information; and / or
      3. provided it is used only for the purpose of and in accordance with, this Agreement and for the purposes stated herein; and / or
      4. is disclosed by a Party, on need to know basis, to its group companies, Affiliates, employees, directors, consultants and advisors; provided that such group companies, Affiliates, employees, directors, consultants and advisors are bound by the same, if not stricter, confidentiality obligations on the Receiving Party as provided hereunder.
    4. All employees, agents and independent contractors of the Parties shall be deemed to be bound by the terms prior to receiving the other Party’s Confidential Information. On expiry or earlier termination of the Agreement, Receiving Party shall return to the Disclosing Party and / or destroy the Confidential Information of such Disclosing Party in accordance with Clause 7.6 above and the instructions issued by such Disclosing Party.
    5. Each Party acknowledges and agrees that breach of the terms and conditions of this Agreement may cause irreparable harm to the non-breaching Party for which the award of money damages may be inadequate. Each Party therefore agrees that in the event of any breach of this Clause 8, the non-breaching Party shall be entitled to seek injunctive relief in addition to seeking any other remedy provided in this Agreement or available as per Applicable Laws.
    6. Each of the Parties shall disclose the Confidential Information of the other Party only to such of its own employees as is required on a `need to know basis and shall treat such Confidential Information with the same degree of care as it uses to protect its own Confidential Information of like importance, but not less than a reasonable degree of care under the circumstances. The Receiving Party of the Confidential Information shall fully assume responsibility for any breach or non-fulfilment of the obligations in the Agreement by any person to whom access to the Disclosing Party’s Confidential Information is granted.
    7. Each Party acknowledges and agrees that any information of Patients which is delivered to Doctors or Hospitals or Medical Practitioner or the Healthcare Provider through the MHC, shall at all times be considered Confidential Information of both the Parties for the purposes of this Agreement, but no right, title or interest therein shall be granted to Healthcare Provider at any time for any purpose whatsoever, except for the purposes of providing healthcare consultancy services to such Patients. The Parties shall also have rights to use, store, process or otherwise deal in all data generated or accessed through the Use of MyHealthcare Platform for the purpose of carrying out their respective obligations under this Agreement. Additionally, MyHealthcare may use, store, process or otherwise deal in all data generated or accessed through the Use of MyHealthcare Platform for platform enhancement, machine learning, data analytics and AI training to enable improvements of the MyHealthcare Platform.
  9. INTELLECTUAL PROPERTY RIGHTS
    1. MyHealthcare is the sole owner of the Intellectual Property Rights of the MyHealthcare Platform, and no right or licence in the MyHealthcare Platform is granted under these terms to the Healthcare Provider except to Use the MyHealthcare Platform. Nothing contained in this Agreement shall be deemed to grant the Healthcare Provider any other right, title or interest in the MyHealthcare Platform or the Intellectual Property Rights of MyHealthcare, except as set out in this Clause 9.
    2. The Healthcare Provider is the sole owner of its Intellectual Property Rights and Confidential Information and its brand name, and no right, right or interest therein is granted to MyHealthcare except for marketing and branding purposes. Nothing contained in this Agreement shall be deemed to grant MyHealthcare any other right, title or interest in the Intellectual Property Rights of the Healthcare Provider, except as set out in this Clause 9.
  10. INDEMNIFICATION
    1. Indemnities by the Healthcare Provider
      The Healthcare Provider will indemnify, defend, and hold harmless MyHealthcare and its Affiliates, officers and directors against any and all direct claims, demands, actions or threat of action (whether in law, equity or in an alternative proceeding), losses, liabilities, damages (including taxes), and all related reasonable costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties (collectively, “Losses”), arising due to:

      1. any breach of its representations, warranties or covenants set forth in this Agreement;
      2. gross negligence, wilful or reckless acts or omissions, dishonesty or fraud of or by the Healthcare Provider (including the Hospitals, Doctors, Medical Practitioners and Permitted Users);
      3. all data, advise, prescription, diagnosis, tests and tests results, operations inter alia given by/ performed by the Healthcare Provider whether by itself or through its Hospitals, Doctors and Permitted Users for administering any clinical or healthcare advice, procedures or medicine to the Patients, through the MyHealthcare Platform;
      4. any claim or action brought against MyHealthcare by a third party for the misuse of the MyHealthcare Platform by the Healthcare Provider or its Permitted Users; and
      5. any claims brought by Patients and any third-party claims in connection with the validity and contents of the prescriptions.
    2. Indemnities by MyHealthcare
      MyHealthcare will indemnify, defend, and hold harmless the Healthcare Provider, Medical Practitioner, its Hospitals, Affiliates and its officers, directors against any and all direct Losses arising due to

      1. any breach of its representations, warranties or covenants set forth in this Agreement, provided that such breach is solely due to reasons attributable to MyHealthcare; and
      2. any wilful misconduct or gross negligence of MyHealthcare.
    3. Limitation of Liability
      1. Neither Party shall have the liability to the other Party for any special, indirect, consequential or incidental damages for any act or omission arising out of or in connection with the breach of any obligations under this Agreement nor any losses, expenses, or damages incurred by reason of lost revenues or profits, costs of substitute products, facilities, or services.
      2. MyHealthcare’s liability for indemnification amount payable by it to the Healthcare Provider under this Agreement (when aggregated with the amount of all other claims and excluding all legal and other professional fees and expenses payable by MyHealthcare) shall not exceed the total Fees in the three invoices raised by MyHealthcare prior to the occurrence of the indemnity event.
    4. Either Party’s liability for payment of any damages under Agreement shall only arise in the event the indemnified Party has provided a written notice of any Loss to the indemnifying Party within 15 (fifteen) days from the date of the indemnified Party becoming aware of any such default. It is clarified that MyHealthcare shall not be liable for any loss or damages incurred by the Healthcare Provider, or any third party or Patient due to Consultation services provided by the Healthcare Provider, any Hospital, any Medical Practitioner or any Doctor.
  11. DISPUTE RESOLUTION
    1. In the event of any dispute arising in connection with this Agreement, the Parties shall comply with the following dispute resolution process:
      1. The Party claiming that a dispute has arisen shall give written notice (“Dispute Notice”) to the other Party stating details of the matter in dispute and requiring that the dispute be resolved by a meeting between the Parties.
      2. The Parties shall within 30 (Thirty) days from the serving of the Dispute Notice, use best efforts and seek in good faith to resolve the dispute, including but not limited to, having a meeting between the senior management of each Party.
      3. If the Parties cannot resolve the dispute in accordance with Clause 11.1(b) within 30 (Thirty) days from the serving of the Dispute Notice, the Parties may, by mutual agreement:
        1. extend the period for Parties to privately negotiate a resolution of the dispute; or
        2. refer the dispute to arbitration to be adjudicated in accordance with the Arbitration and Conciliation Act, 1996 and/or any other arbitration rules for the time being in force in India. The Parties may be represented by lawyers in the arbitration. Unless otherwise agreed between Parties, the tribunal shall consist of 1 (One) arbitrator to be mutually agreed and appointed by Parties and failing such agreement, each Party shall appoint one arbitrator each, and the arbitrators so appointed shall appoint a third arbitrator. Arbitration proceedings shall be conducted wholly in the English language and the venue for arbitration shall be Gurgaon.
    2. The Parties irrevocably agree that the courts at Gurgaon shall have exclusive jurisdiction on any matter arising out of this Agreement.
    3. Nothing in this Clause 11 prevents a Party from seeking an injunction or other urgent equitable or interlocutory relief from an appropriate court.
  12. GOVERNING LAW
    This Agreement shall be governed by and construed and enforced in accordance with the laws of India.
  13. ANTI-CORRUPTION
    1. Each Party acknowledges that it has obligations independent from the Agreement to comply in all material respects with Anti-Corruption Laws. Each Party shall, upon request, provide the other with its relevant internal policies regarding compliance with Anti-Corruption Laws and shall reasonably cooperate regarding investigations by the other Party into any matters related to bribery and corruption in connection with the Agreement, including, without limitation, the right to inspect and copy relevant books and records and make representatives available upon reasonable notice. In connection with the Agreement, neither Party nor any of its direct or indirect owners, directors, employees, or agents has or will pay, offer, promise to pay or authorize the payment, offer or promise to pay, directly or indirectly, any monies or anything else of value to any current or former government official, any political party or official of a political party, any candidate for public office, or any close family members of these individuals, in order to obtain or retain business, direct business to another person or entity, or to obtain an improper advantage. Each Party acknowledges that, for the purposes of the Agreement, a government official is: (i) any officer or employee of a government or any department, agency, or instrumentality of a government; (ii) any officer or employee of a public international organization such as the United Nations or the World Bank; (iii) any individual acting in an official capacity for or on behalf of a government agency, department, instrumentality or of a public international organization; (iv) any officer or employee of a company owned or controlled by a government; or (v) any member of a royal family who may lack formal authority but who may otherwise be influential, including by owning or managing state-owned or controlled companies.
    2. For the purposes of this Clause, “Anti-Corruption Laws” means the applicable local, state, provincial and national, applicable foreign and international laws and regulations relating to anti-bribery and anti-corruption.
  14. NON-SOLICITATION
    The Parties agree that during the Term of this Agreement, and for a period of 12 (twelve) months after termination/ expiration of this Agreement, the Healthcare Provider shall not, either directly or indirectly, solicit for employment, employ, hire, or engage as a consultant/ employee, any person employed by MyHealthcare at any point of time during the Term.
  15. ASSIGNMENT
    Neither Party shall assign any of its rights or obligations under this Agreement to any other third party without first obtaining the express written consent of the other Party. Notwithstanding the foregoing, MyHealthcare may engage the services of a subcontractor for the performance of any of its obligations under this Agreement. This Agreement will bind and inure to the benefit of the Parties, their successors and permitted assigns.
  16. RELATIONSHIP
    1. This Agreement is on a principal to principal basis and nothing in this Agreement creates a joint venture, relationship of agency or any analogous relationship between the Parties. Accordingly, except as expressly authorised under this Agreement neither Party has authority expressed or implied to pledge the credit of or make any representation or give any authority to contract on behalf of another Party.
    2. Neither Party/Party’s personnel shall be construed as being an employee of the other Party by virtue of this Agreement or the performance of its obligations under this Agreement.
  17. FORCE MAJEURE
    1. Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement to the extent that such default or delay is caused, directly or indirectly, by acts of God, acts of civil or military authority, civil disturbance, war, riots, fire, epidemics, pandemics, strikes, lock-outs, pandemics, laws, regulations, acts, or orders of any governmental body, other catastrophes, or any other circumstances beyond such party’s reasonable control (“Force Majeure Event”).
    2. In the event of a Force Majeure Event, each Party shall give prompt notice within a period of 7 (Seven) days from the date of occurrence of the Force Majeure Event and providing a description to the other Party of such Force Majeure Event in such notice, including a description, in reasonable specificity.
    3. The Term of the Agreement, under such circumstances shall be extended by that period of time during which performance was so prevented by the Force Majeure Event. Notwithstanding the foregoing, the Parties shall use commercially reasonable efforts to minimize the resulting duration and consequences of any failure or delay in performance. However, in the event the Force Majeure Event persists for more than Ninety (90) days from the date of its occurrence, the Party receiving the notice of Force Majeure may terminate the Agreement.
  18. NOTICE
    1. Except as otherwise provided in this Agreement, notices, demands, requests or other communications which are given or required pursuant to the Agreement shall be in writing and shall be delivered by e-mail or registered or certified mail to each Party on the details as set out hereinbelow.For the Healthcare Provider: To the details mentioned in the Heads of Terms.
      For MyHealthcare: To the details mentioned in the Heads of Terms.
    2. Either Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Party, prior written notice of 7 (Seven) days.
  19. ENTIRE AGREEMENT
    1. This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereunder. Except as may be expressly stated in this Agreement, it supersedes and cancels all prior agreements, statements, representations, understandings, negotiations and discussions, whether oral or written, between the Parties.
    2. Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, warranty or understanding made prior to this Agreement save to the extent that such statement, representation, warranty or understanding is incorporated into this Agreement.
  20. AMENDMENTS
    No modification or amendment to these Terms of Use or the Heads of Terms will be valid or binding unless made in writing and duly executed by or on behalf of both Parties. MyHealthcare may at its sole discretion amend any of the policies available at its website and the Healthcare Provider is advised to go through the website of MyHealthcare from time to time to ensure adherence to the same.
  21. WAIVER
    Each of the rights of the Parties hereto under this Agreement is independent, cumulative and without prejudice to all other rights available to them. Except by a specific written waiver, no failure or delay on the part of any Party to this Agreement relating to the exercise of any right, power, privilege or remedy provided under this Agreement will operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other Party to this Agreement nor will any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in this Agreement all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to a Party under Applicable Law or in equity. The election of any one or more of such remedies by a Party does not constitute a waiver by such Party of the right to pursue any other available remedies.
  22. SEVERABILITY
    Notwithstanding anything, if the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect. The Parties shall endeavour to replace the severable provision with a provision which is as near as possible to the intention of the Parties prior to such replacement.
  23. COUNTERPARTS
    This Agreement may be executed in counterparts, all of which shall constitute one agreement between the Parties.
  24. NO UNFAIR PRACTICES
    Neither Party shall engage, abet, solicit or induce the other Party to engage in corrupt, unfair, fraudulent or other such practices (including anti-competitive). Nothing in this Agreement shall require either Party to perform its obligations under this Agreement including the Services, which may cause it to breach any regulatory rules or guidelines.
ANNEXURE 1
PART 1 – MYHEALTHCARE PLATFORM FEATURES AND FUNCTIONALITY

The core MyHealthcare Platform services are as follows:

  1. Patient Application (for iOS and Android)
  2. Doctors Application (for iOS and Android)
  3. Hospital Portal (a Patient support platform for the Hospital team)
  4. Ancillary Portals – Vaccination Portal, Hospital Services Portal

The features in the Patient Application (available via the latest version of iOS and Android platform) are as follows:

  1. Register new Patients
  2. Book virtual healthcare consultations with Doctors
  3. Book physical OPD consultations with Doctors
  4. Book diagnostics
  5. Book vaccination slots
  6. Book homecare services
  7. Book e-pharmacy services
  8. Complete online payment
  9. My Bookings (to review the status of all appointments)
  10. Upload Documents and/or notes for Doctors prior to consultation
  11. Secure virtual /OPD consultation with Doctors (iOS and Android smart phone required)
  12. My Profile (update Patient’s profile)
  13. My Family (allow users to add family members-individual registration required for each Patient)
  14. My Prescriptions – view prescription as shared by the Doctors post consultation
  15. My Healthcare Patient Assistant (online virtual tutorial on how to use the Patient Application)

The features in the Doctors Application (available via the latest version of iOS and Android platform) are as follows:

  1. My Doctor Profile (view details like Doctor Name, Doctor Registration Number, Specialty and Mobile Number)
  2. Calendar view of all appointments
  3. Cancel appointment
  4. Select Patient – start consultation – add prescription notes or upload prescription – complete appointment
  5. Schedule of virtual and physical OPD consultations
  6. Status view – Upcoming appointments; Missed appointments; Cancelled appointments

The features in the Hospital Portal (available via web version for desktop only) are as follows:

  1. Book, reschedule, cancel – virtual or OPD consultations
  2. Book, reschedule, cancel – diagnostics
  3. Book, reschedule, cancel – homecare
  4. Book, reschedule, cancel – vaccination schedules
  5. Book, reschedule, cancel – pharmacy orders
  6. Manage Doctors
  7. Manage homecare
  8. Manage vaccinations
  9. Manage refunds
  10. Register patients
  11. Search for Patients
  12. Manage user roles
  13. Download dashboard reports
PART 2 – OBLIGATIONS OF THE HEALTHCARE PROVIDER
  1. Healthcare Provider shall provide to MyHealthcare, all Hospitals and/or Doctor and/or Medical Practitioners master data (as per format provided by MyHealthcare) with photographs of Doctors/Medical Practitioner to be used in the Doctors Application and Patient Application.
  2. Provide patient database master for all its existing patients to avail the function of patient search for its existing patients.
  3. Register the Doctors/Medical Practitioner onto the MHC platform, provide timeslots and doctor consultancy fee.
  4. Provide invoicing details (including invoice series) or consume billing API as provided by MyHealthcare and deliver to MyHealthcare an invoice, within a response time of 200ms.
  5. Ensure adequate marketing to all patients and other marketing channels to promote the platform of virtual consultation via MHC platform – MyHealthcare.
  6. Provide Operations SPOC, IT & Tech Support SPOC and Finance SPOC.
  7. Provide Doctor/ Medical Practitioner/ Hospital / clinic call centre support with the support email ID.
  8. Provide high resolution Hospital / clinic logo in .png format.
  9. Provide details of the bank account where payments are to be transferred.
  10. Provide GSTIN details and PAN details of the Healthcare Provider.
  11. Provide TDS Certificate upon deposit of any TDS amount with the taxation authorities, to avail the reimbursement of the TDS amount paid by the Healthcare Provider.
  12. Availability of the Healthcare Provider’s leadership and assigned teams to ensure timely approvals of the various decisions required to ensure timely delivery of Services by MyHealthcare.
  13. Healthcare Provider will provide the text and information for the copyright, terms and conditions and acceptable usage policy to be placed across the various end user touch points of the MHC.
  14. Healthcare Provider will ensure all content / information required for the MHC will be provided to MyHealthcare.
ANNEXURE 2
MYHEALTHCARE’S SCOPE OF SERVICES
Commercials:

Access to the MyHealthcare Platform (MHC) shall be provided as per the commercials agreed between the Healthcare Provider and MyHealthcare via the Commercial Proposal or Terms of Use Acceptance.

MyHealthcare’s Services are hereunder:

The MyHealthcare Platform is made available using the following service levels and failure turnaround time:

FAULT PRIORITY LEVEL

Fault Priority Levels Definition Impact Classification
Severity 1 Demonstrable, reproducible error in the system that:

  1. causes or is likely to cause data to be lost or destroyed;
  2. causes the Doctors Application to crash upon launch;
  3. video platform not working; or
  4. booking & cancellation system not working.
Major Impact
Critical service is down, without a workaround to meet business service level commitments
Severity 2 Demonstrable, reproducible error in the Doctors Application that:

  1. disables one or more nonessential functions but does not rise to the level of a Severity 1 Error;
  2. Produces results materially different from those described in the Doctors Application specification;
  3. Payment or Refund related issues;
  4. Any other issues not impacting Patient’s transactions; or
  5. Issues impacting specific user.
High Impact
Non-critical service is down (unavailable) or a critical service is degraded where workaround is available.
Severity 3
  1. Text error, cosmetic error or other very minor error in the Doctors Application that does not impact functions of the Doctors Application; or
  2. Noncritical feature level functionality.
Moderate Impact
Non-critical service is affected. The system may remain operational, however in a degraded manner, and a workaround is available to meet business service level commitments.
RESPONSE AND RESOLUTION TIMELINES
S. No. Severity Level Response Time Resolution Time
1. Severity-1 0 – 2hrs to respond, during Working Hours on Business Days Max 1 Working Day to resolve or provide a work around, during Working Hours on Business Days
2. Severity-2 2hrs – 4hrs to respond, during Working Hours on Business Days Max 5 Working Days to resolve or provide a work around, during Working Hours on Business Days
3. Severity-3 4hrs – 6hrs to respond, during Working Hours on Business Days Max 7 Working Days to resolve or provide a work around, during Working Hours on Business Days
Service Level Exceptions:

MyHealthcare shall not be held responsible for delivery of service levels as mentioned in this Annexure 2 of these Terms of Use in the event of the following actions:

  1. The MyHealthcare Platform shall be hosted on Amazon Web Services cloud infrastructure and cloud servers. MyHealthcare shall not be held responsible for any failure on account of Amazon Web Services and shall provide resolutions to any such failures on a best effort basis.
  2. The MyHealthcare Platform shall be integrated via 3rd party payment gateways and payment services platforms. MyHealthcare shall not be held responsible for any failure on account of 3rd party payment gateways or payment services platforms and shall provide resolutions to any such failures on a best effort basis.
  3. The MyHealthcare Platform shall rely on telecom service providers and or internet service providers for the functioning of MHC. MyHealthcare shall not be held responsible for any failure on account of telecom service providers or internet service providers and shall provide resolutions to any such failures on a best effort basis.
Fault Reporting Process

If the Healthcare Provider discovers the unavailability of any features related to the MyHealthcare Platform:

Level Escalation Healthcare Provider’s Response MyHealthcare’s Response
1. Fault Reception
  1. 1. Report fault to MyHealthcare
  2. Log date and time
  3. Assist investigation of fault
  1. 1. Confirm receipt of fault report from the Healthcare Provider
  2. Log date and time
  3. Begin investigation into fault
2. Service Restoration
  1. Confirm successful restoration of service from MyHealthcare
  2. Log date and time
  1. Report successful restoration of service to the Healthcare Provider
  2. Log date and time
3. Fault Resolution
  1. Accept successful resolution
  2. of fault from MyHealthcare
  3. Log date and time
  1. Report successful resolution of fault to the Healthcare Provider
  2. Log date and time
4. Customer Issue Resolution
  1. Log customer issue to MyHealthcare
  1. Resolve technical issues related to customer complaints and help Healthcare Provider resolve the same within turnaround time.
  2. Accept Change Requests in order to avoid such complaints in future.
If MyHealthcare discovers the unavailability of services related to the MyHealthcare Platform:
Level Escalation MyHealthcare’s Response Healthcare Provider’s Response
1. Fault Reception
  1. Report fault to the Healthcare Provider
  2. Log date and time
  3. Begin investigation into fault
  1. Confirm receipt of fault report from MyHealthcare
  2. Log date and time
  3. Assist investigation of fault
2. Service Restoration
  1. Report successful restoration of service to the Healthcare Provider
  2. Log date and time
  1. Confirm successful restoration of service from MyHealthcare
  2. Log date and time
3. Fault Resolution
  1. Report successful resolution of fault to the Healthcare Provider
  2. Log date and time
  1. Accept successful resolution of fault from MyHealthcare
  2. Log date and time