The Doctor/Therapist is an individual who is a registered Medical Practitioner and has the requisite qualifications and certifications and is duly authorized to enter in to present agreement (herein after referred to as “the Doctor/Therapist” ) of the First Part And
Expertease Pvt. Ltd., a company incorporated under the provisions of Companies Act, 1956, having its registered office at Expertease Platform Pvt Ltd, 1301-E, Whispering palms 9, Lokhandwala, Kandivali East, Mumbai 400101, Maharashtra, India, through its Managing Director Mr. Sanjay Sarkar duly authorized to enter in to present agreement (hereinafter referred to as “the Company”) of the Second Part.
The parties above referred are individually known as “the party”/ “the Doctor/Therapist” / “the Company” as the case may be and collectively referred to as “the parties”.
the Doctor/Therapist is engaged in providing consultancy in field of mental health.
AND WHEREAS Expertease Pvt. Ltd. Private Limited is the owner of the E-Commerce Website by the name of www.therappo.com which is an online platform connecting patients/users with mental health practioners and consultants/therapists for consultancy sessions via video conferencing through scheduled appointments.
the parties hereto have after mutual discussions have come to an agreement that the services of the Doctor/Therapist will be displayed on www.therappo.com.
The registration of a therapist/doctor is solely at the discretion of the Company after due verification of his credentials and qualifications. The therapists/doctors are required to furnish full details on the registration page url https://therappo.com/kaakdi/therapist/docrequest and are required to furnish accurate details. The Doctors/therapists are required to submit scanned copies of their Degrees for verification by the company. The registration fees is Rs. 10,000 per annum which is a non-refundable fees.
Post verification of the credentials of the therapist/doctor, a link will be sent by the company via email for profile creation. The doctor/therapist is required to fill up all the mandatory fields along with uploading his photo and mentioning his field of specialization in mental health. The Therapist/doctor agrees to keep his profile updated at all times.
Schedule of services of Doctor/Therapist
The Doctor/ therapist is required to upload his schedule of availability for online sessions. Failure to update the status would render him liable to being black listed and eventually his profile being blocked on the website.
The Doctor/ Therapist will receive a reminder of a session 2 hours before the scheduled session and should be present for the session on the scheduled time. Failure on the part of the doctor/therapist to be present on time within 10 minutes of beginning of session will render him liable to pay penalty of Rs. 200.
Each session with a patient is of 25 minutes. The Doctor/ Therapist can maintain notes of the patient's session using the note making feature of the website.
The Doctor/Therapist agrees to keep all information given by a patient/user completely confidential and comply with basic principle of confidentiality of Doctor-patient relationship. The Doctor/therapist agrees to indemnify the Company against any liability arising out of doctor/therapist failing to maintain confidentiality of patient data/health condition.
Covenants of Doctor/Therapist
The Doctor/Therapist hereby covenants with the Company as under:
To furnish all the details as required for registration as a Doctor/Therapist with this portal. The Doctor/Therapist undertakes that all the information furnished by him is accurate and true. In the event of any information being discovered by the Company as being false and misleading, the Company reserves the right to cancel the registration without giving the Doctor/Therapist an opportunity of being heard.
Not to do any act which are either banned/prohibited by laws of India or violates intellectual property rights of any party.
The Doctor/Therapist agrees to indemnify and keep indemnified the Company from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Company due to acts/omission on the part of the Doctor/Therapist.
To ensure and not to provide
any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. The Doctor/Therapist agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Company
To provide full, correct, accurate and true profile so as to enable the patients/users to make an informed decision. The Doctor/Therapist agrees not to provide any such information in the profile which amounts to misrepresentation to the customer.
At all times have access to the Internet and its email account/dashboard of the portal t to check the status of approved orders and will ensure prompt deliveries within the timeframe mentioned herein before in the agreement.
To be solely responsible for any dispute that may be raised by the customer relating services provided by the Doctor/Therapist. No claim of whatsoever nature will be raised on the Company.
The Doctor/Therapist shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Company.
To provide to the Company copies of any document required by the Company for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Company.
The Doctor/Therapist undertakes to be responsible for maintaining secrecy and authorized access of their username and password for accessing the tools and services of the company. Any or all transaction taking place using their login and password will their responsibility and not that of the Company and will be honored by the Doctor/Therapist failing which the Doctor/Therapist agrees to compensate the loss caused to the Company due to such failure, and the amount of compensation shall be decided by the Company on a case to case basis, and the Doctor/Therapist agrees to be liable to pay the same within 5 working days.
The Doctor/Therapist agrees that the Company can delete the pofile of the Doctor/Therapist from the portal and blacklist the Doctor/Therapist/ ban future usage of the portal by the Doctor/Therapist upon receipt of any complaint from a patient/user without any prior intimation to the Doctor/Therapist.
Warranties, Representations and Undertakings of the Doctor/Therapist
The Doctor/Therapist warrants and represents that-
The signatory to the present agreement is having the right and full authority to enter into this Agreement with the Company and the agreement so executed is binding in nature.
All obligations narrated under this Agreement are legal, valid, binding and enforceable in law against Doctor/Therapist.
There are no proceedings pending against the Doctor/Therapist, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
In the event of the Doctor/Therapist closing his business, he shall give the Company 2 months notice of the same.
Rights of the Company:
Doctor/Therapist agrees and acknowledges that the Company, at all times during the continuance of this Agreement, shall have the right to remove/block/delete any text, graphic, image(s) uploaded on the online store by the Doctor/Therapist without any prior intimation to Doctor/Therapist in the event the said text, image, graphic is found to be in violation of law, breach of any of the terms of this Agreement, terms and conditions of the portal. In such an event, the Company reserves the right to forth terminate this agreement with any Doctor/Therapist without any prior intimation to the Doctor/Therapist and without furnishing any reasons for such termination.
At any time if the Company believes that the services are being utilized by the Doctor/Therapist or its Customer in contravention of the terms and provisions of this Agreement, Terms and conditions of use of portal, the Company shall have the right either at its sole discretion or upon the receipt of a request from the legal /statutory authorities or a court order to discontinue/terminate the said service(s) to the Company, and furnish such details about the Doctor/Therapist and/or its customers upon a request received from the Legal/ Statutory Authorities or under a Court order.
7.4The Company shall have rights to:
- Exhibit and/host the doctor/therapist's information on the Website
- Promote and market the the same
- Index the profiles and information
- Display profiles and information on the website
- Use the profiles and information to promote and market the products using different features, mediums, channels and functionalities now available and/or developed in the future on the website.
- Modify the profiles and information only to the extent technically necessary to index and display (in whole/or in part) the products on the website.
The Company shall have right to at its sole discretion refuse and/or remove any of the profile or information at any time for any reason whatsoever including, but not limited to, receipt of claims and/or allegations and/or complaints from third parties and/or authorities relating to such profile or information of doctor/therapist.
The Company reserves the right to accept or reject any party as a Doctor/Therapist, and a rejection can be made by the Company without any obligation to furnish reason for the same.
The Doctor/Therapist indemnifies and shall hold indemnified the Company, its proprietor, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Doctor/Therapist’s product, the breach of any of the Doctor/Therapist’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Doctor/Therapist infringing any applicable laws
10.2 This article shall survive the termination or expiration of this Agreement.
Limitation of Liability
The Company on the basis of representation by the Doctor/Therapist is marketing the services of the Doctor/Therapist on the portal to enable Doctor/Therapist to offer services through the said portal. This representation is the essence of the Contract. It is expressly agreed by the Doctor/Therapist that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Doctor/Therapist, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the services being in any way deficient. The Doctor/Therapist agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the services offered for sale through the portal (including but not limited to quality, quantity, price, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages. Further the Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Doctor/Therapist or any of its representatives.
The Company under no circumstances will be liable to the Doctor/Therapist for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Doctor/Therapist has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Doctor/Therapist to have been deliberately caused by the Company.
Termination and effects of Termination
Effect of Termination:
In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on the portal with immediate effect.
The Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Doctor/Therapist by virtue of termination of this agreement.
During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.
This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, correspondence, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.
Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, sub-contractible or conveyable by Doctor/Therapist, either by operation of law or otherwise, without the express, prior, written consent of the Company signed by an authorized representative of such Party. The Company is at liberty to refuse such consent.
The contents of the agreement and any information passed on by the company to the Doctor/Therapist is highly confidential in nature and the Doctor/Therapist agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Doctor/Therapist under this Agreement. The said information shall not be used by the Doctor/Therapist or its agents, servants, representatives or any person acting through or claiming through the Doctor/Therapist for any purpose other than for the performance of its obligations under this Agreement. The Doctor/Therapist agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Doctor/Therapist agrees that the Company shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
Relationship of Parties
Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. The Company shall not be responsible for the acts or omissions of the Doctor/Therapist and Doctor/Therapist shall not represent the Company, neither has any power or authority to speak for, represent, bind or assume any obligation on behalf of the Company.
Waiver and Amendment
No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.
Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.
Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, including but not limited to, acts of nature, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.
Jurisdiction, governing law and ex-parte Orders
This agreement is subject to exclusive jurisdiction of competent Courts of law at Mumbai only.
The laws of Republic of India, as are in force, shall be applicable to present Agreement.
The Company is entitled to obtain ex-parte ad- interim injunction orders restraining the Doctor/Therapist to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Company by the Doctor/Therapist, its representatives, associates or assigns.
All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by telex, fax, email or courier in each case to the addresses as set out at the beginning of this Agreement.
- Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration process according to the provisions of Arbitration and Conciliation Act, 1996 of India. The arbitral tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator and the Presiding arbitrator shall be appointed by the two arbitrators appointed by the parties. In case of disagreement between the parties with respect to appointment of arbitrator, either party can make an application to the Chief Justice for appointment of the arbitral tribunal. The language of the arbitration shall be English and place of arbitration shall be a venue in Mumbai decided by the parties by mutual agreement. Rules of procedure of the arbitration shall be determined by the parties and judgment upon the award rendered by the arbitrators shall be entered in any court having jurisdiction over the subject matter of the dispute. The arbitral award shall be final and binding on the parties.