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General Terms (Laboratory Service Agreement) – Part B

The Aggregator has set up and operates a technology-based Platform (defined hereunder) that facilitates various healthcare services between Service Provider/s (defined in Part A) and Customers (defined hereunder) who are registered on its Platform.

  1. DEFINITIONS AND INTERPRETATION:
    1. Unless the context otherwise requires, the following words and expressions shall have the meanings as set out hereinbelow:
      1. Agreement shall comprise Part A (Service Agreement and terms of the Service Agreement, including the cover page and the signature clauses) and Part B – General Terms.
      2. Applicable Law shall mean any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any statutory or regulatory authority whether in effect as of the date of this Agreement or thereafter and in each case as amended.
      3. Business Day shall mean the day on which banks are open in Bengaluru, India.
      4. Customer shall mean the person who has registered on the Platform.
      5. Personal Data means and refers to the information of the Service Provider. 
      6. Platform shall mean the technology platform titled ‘mfine’ that is owned and operated by the Aggregator.
      7. Partners shall mean the Service Provider’s phlebotomists who will conduct blood tests of a Customer and deliver the blood sample to the Service Provider.
      8. Package shall mean various laboratory tests that are available on the Platform for the Customers. 
      9. Samples shall mean the blood samples of a Customer.
      10. Territory shall mean India.
      11. Phlebo shall mean a Phlebo assigned by the Service Provider for rendering services through the Aggregator.
    2. In this Agreement, unless the context otherwise requires:
      1. A reference to Applicable Law or to any provision hereof 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 any statutory provision shall include any subordinate legislation made from time to time under that provision.
      2. A reference to an amendment includes a supplement, modification, novation, replacement or re-enactment and ‘amended’ is to be construed accordingly.
      3. A reference in the singular shall include references in the plural and vice versa.
      4. The words ‘hereof’, ‘herein’ and ‘hereunder’ and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
      5. Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings.
      6. The words ‘include’, ‘includes’ and ‘including’ are not limiting.
      7. Any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.
      8. No word defined in this Agreement shall be construed so as to derogate, or detract, from the intent of this Agreement and the interests of any Party.
      9. Any Party who agrees to do something shall be deemed to fulfil that obligation if that Party procures that it is done.
      10. A reference to a particular Clause and/or Annexure shall, except where the context otherwise requires, be a reference to that Clause and/or Annexure in this Agreement.
      11. The headings and subheadings are inserted in this Agreement for convenience and identification only and are to be ignored for the purposes of construction except to the extent that the context otherwise requires.
  2. SAMPLE FACILITATION:
    1. The Aggregator shall provide Customers with Packages for testing and delivery of the Samples, on its Platform. The Customers shall have the option to select and purchase the Packages on the Platform. 
    2. Once the Customer has selected and purchased a Package on the Platform, the Aggregator shall book the order through its point of contact (“POC”) through the agreed mode of communication including but not limited to google sheet/official email address. The order booking shall include details such as customers name, address, time slot, Package, age and gender. 
    3. In addition to clause 2.1 & 2.2 of Part A the Customer might also deliver the Samples to the service Provider. 
    4. In addition to clause 2.2 of Part A the Aggregator shall upload the report issued by the Service Provider “as is” onto its Platform so that the Customer can receive the report. 
    5. The Service Provider shall provide to its Partners with Aggregators FAQ document, annexed hereto as Schedule I to be used by the Service Provider’s Partners to answer any questions raised by the Customer. 
    6. All Customer escalations which are received by the Service Provider’s Partners shall be handled as per the Aggregators FAQ. 
  3. AGGREGATORS OBLIGATIONS AND LIABILITIES:
    1. The Aggregator shall arrange for the Packages (a) to be listed on the platform and, (b) to be duly displayed on the Platform which shall include but not limited to the trademarks or brand names of the Service Provider. 
    2. The Aggregator shall furnish the reports “as is” to the Customer which are generated by the Service Provider and shall ensure any promotional materials and other secondary packaging and other communications regarding the Packages or any other test and report used in connection with the services shall include the of brand names and/or trademarks including logos of both Parties.
    3. The Aggregator shall follow the Information Technology Act, 2000 and at all times, act in compliance with the rules and regulations made thereunder. 
    4. The Aggregator shall only be responsible for displaying the Packages on the Platform, booking the order purchased by the Customer, with the Service Provider and uploading the report on the Platform. The Aggregator shall not be construed as a laboratory.
    5. The Aggregator shall in no manner be liable for or responsible towards the underlying transaction between the Service Provider and the Service Provider’s Partner, the Service Provider’s Partner and the Customer and the Service Provider and Customer. The Aggregator hereby disclaims and excludes all warranties with respect to the Packages, all services, information contained on an order, express, implied or statutory.
    6. The Aggregator shall maintain a record containing details of all the Packages ordered by Customers through the Platform. 
    7. The Aggregator shall use reasonable efforts to generate leads for the Service Provider through the Platform.
    8. The Aggregator would intimate the Service Provider the selling prices and retail price of the Samples or any other tests displayed/listed on the Platform.
  4. SERVICE PROVIDERS OBLIGATIONS AND LIABILITIES:
    1. The Service Provider hereby agrees to provide its services as set out in the terms of the  Agreement within the Territory.
    2. The Service Provider shall appoint one of his employees to act as the POC for the Aggregator who would be responsible for smooth transactions between the Service Provider and the Aggregator. The Service Provider may designate one or more persons as alternate POC to replace POC who fails to act.
    3. The Service Provider agrees to provide phelebo services through its Partners only in event when the Platform assigns the Service Provider for the testing and collection of the samples.
    4. The Service Provider shall ensure that its Partners are reputed and experienced phlebotomists and are experienced and able to, collect and deliver the Samples in a timely and efficient manner and in accordance with best industry standards. The Service Provider shall ensure that its Partners are well mannered, well dressed and polite with the Customers.
    5. The Service Provider shall ensure that its Partners hand over the Samples in an adequate and secure packet to the Service Provider and shall inform the Service Provider in the event the Sample has been damaged or is rendered unfit for use.
    6. The Service Provider shall at all times ensure that its Partners abide by the Aggregators FAQ document, while answering Customers. In the event the Customers ask a question that is not covered in the Aggregators FAQ document, the Partner shall direct the Customer to the Aggregator.
    7. The Service Provider hereby undertakes to carry out all the tests in accordance with the prescribed norms/protocols and Applicable Laws governing the quality and standard of such tests and shall furnish all the test reports in its name to the Aggregator and shall be liable and responsible for all the acts and omissions in carrying out the test and its reporting. The Service Provider hereby further agrees that in no event and under no circumstances shall the Aggregator be held responsible and liable, whether together with the Service Provider or independently, with respect to the services provided by the Service Provider under this Agreement.
    8. The Service Provider hereby undertakes to perform and provide the services as set out in this Agreement and fulfil each and every order placed by the Customer in time and shall perform the tests with due and reasonable care and skill. The Service Provider shall also promptly provide the Aggregator with the test report and shall be responsible and liable for any incorrectness or issues arising from the test report.
    9. The Service Provider shall be responsible and liable for any acts and omissions of its Partners and employees, representatives, agents and any other person who is acting under the direction of the Service Provider.
    10. The Service Provider along with its Partners, employees, technicians, consultants, agents and representatives shall at all times abide by and comply with the privacy policy and terms of use of the Aggregator. 
    11. If applicable the Service Provider shall ensure that the Aggregator has access to its portal at all times and shall inform the Aggregator immediately in the event the portal is not operational. In event if the portal is not operational, Service Provider’s POC shall be responsible for taking information related to orders and cancellation of orders from Aggregator and to ensure that the Aggregator receives the test reports and MIS details on time. The Service Provider shall ensure that the portal records all details, such as, date of order, quantity of Sample, package number, etc.
    12. The Service Provider shall provide the Aggregator with a daily MIS or a real-time dashboard containing the details as set out in Schedule II to this Agreement.
    13. In the event the Customer cancels the order placed by it, the Aggregator shall inform the Service Provider, on the Service Provider’s portal of such cancellation. In the event the Customer has cancelled the order with the Service Provider directly, the Service Provider shall immediately update the status of the order on its portal. 
    14. The Service Provider shall be solely responsible and shall settle all issues arising between the Service Provider and its Partners, its Partners and the Customers and the Service Provider and the Customer as required or deemed necessary, to the satisfaction of such Customer. 
    15. The Service Provider agrees to take all such steps as may be required in the normal course to fulfil its obligations in accordance with this Agreement.
    16. The Service Provider at its sole cost and expense, obtain and maintain all permits and licenses necessary in connection with its performance of its obligations under this Agreement and shall comply with all relevant governmental rules and regulations in the Territory relevant to Package and Sample.
    17. The Service Provider hereby agrees that the Aggregator is only a facilitator, which facilitates the execution of the Package between the Service Provider and the Customer. The Service Provider hereby further agrees that the Aggregator is in no manner liable for or responsible towards the underlying transaction between the Service Provider and the Customer and the Service Provider and its Partners.
    18. The Service Provider hereby agrees that the Aggregator does not have any control over the Customer and is not responsible for the Package so selected by the Customer on the Platform. The Service Provider also acknowledges and agrees that the Aggregator is not responsible for verifying the authenticity of the report. 
  5. PRICING AND PAYMENT TERMS:
    1. In accordance with terms of Part A, the Aggregator shall provide the agreed security deposit to the Service Provider. 
    2. The Aggregator shall raise the invoices on the Customer (“Customer Invoice”) in the name of the Service Provider equal to the total selling price mentioned on the Platform.
    3. The Aggregator shall be responsible for the collection of all amounts released from the Platform including any cash collections from the Customer which shall be inclusive of any applicable taxes.  
    4. The Aggregator shall raise the invoice to the Service Provider (“SP Invoice”) for the amount of difference between the Customer Invoice and the amounts mentioned under clause 1 & 2 of the Annexure A of Part A.
    5. The Aggregator shall provide a final statement, including the final payable amount, that is, difference between the SP Invoice (inclusive of any applicable taxes) and Collection Amount (“Settlement Amount”). 
    6. The required Party shall pay the Settlement Amount within a period of thirty (30) business days from the receipt of final statement.
    7. Subject to applicable terms of Part A, the Aggregator shall pay the Collection Fee to the Service Provider for rendering the phelebo services.
  6. REPRESENTATIONS AND WARRANTIES:
    1. Each Party represents and warrants as follows:
      1. Each Party is duly organised and validly existing under Applicable Law and has the requisite corporate power and authority to carry on its business;
      2. Each Party has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and
      3. Neither the execution and delivery, nor performance of this Agreement by either Party, shall (a) violate any provisions of the articles of association or memorandum of association of each Party; or (b) violate Applicable Law.
    2. The Service Provider hereby further represents and warrants that:
      1. it is a duly and validly registered in accordance with Applicable Law and is in compliance with all Applicable Laws including Indian data protection laws; 
      2. it has all valid licenses, registrations and permissions required for it to carry on its business and none of the licenses, registrations and permissions are due to expire within one (1) year from the Effective Date;
      3. its portal including test reports and MIS does not misappropriate or infringe any Intellectual Property rights or other rights of any third party.
  7. DATA PROTECTION:
    1. During the course of this Agreement, the Aggregator may have, and/or will collect, use, disclose and process the Service Provider’s and/or its Partners Personal Data as necessary for the purposes, including: (a) establishing open communication between the various employees and management of the Aggregator and/or its affiliates; (b) marketing purposes for communication to clients and customers; (c) to respond to customer’s enquiries or complaints; and/or (d) for internal purposes and procedures (collectively referred to as “Purposes”). 
    2. By signing this Agreement, the Service Provider expressly consents to: (a) the Aggregator disclosing and/or transferring Personal Data, to the Aggregator’ third party service providers, agents and/or its affiliates or related corporations, and/or other third parties, whether sited in India or outside of India, for one or more of the above-stated Purposes, subject to such affiliates/third parties being subject to confidentiality obligations for any disclosure other than for the Purposes. Such third party service providers, agents and/or its affiliates or related corporations and/or other third parties will have the right to process the Personal Data either on behalf of the Aggregator or otherwise, for one or more of the above stated Purposes; and (b) the Aggregator collecting, processing, transferring and retaining the Personal Data during the term of this Agreement.
    3. The Aggregator shall receive and store the Personal Data, securely in accordance with the Aggregator’s privacy policy and any Applicable Laws. 
  8. TERMINATION:
    1. Each Party shall, at its sole discretion, be entitled to terminate this Agreement at any time by providing thirty (30) days prior written notice to the other Party. The Service Provider shall be entitled to receive payment of its invoices already received by the Aggregator. 
    2. Either Party may terminate this Agreement immediately at its sole discretion upon written notification to the other Party in the event the other Party has breached any of the provisions of this Agreement.
    3. Either Party may terminate this Agreement immediately if the other Party makes an assignment for the benefit of its creditors, is declared insolvent, or has a receiver or trustee in bankruptcy appointed to take charge of all or part of the other Party’s property. 
    4. The Service Provider shall be entitled to terminate this Agreement upon prior written notification of thirty (30) days to the Aggregator, in the event the Aggregator has breached any of its material obligations set out in this Agreement.
  9. CONFIDENTIALITY:
    1. The Parties shall maintain absolute confidentiality about any matter (including the existence of this Agreement and the transaction proposed herein) referred to in this Agreement and shall not make any disclosure to anyone, except when required by any court of law or Applicable Law. Provided, however, that the receiving Party shall provide prompt notice of such court order or requirement to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure before the receiving Party is allowed to disclose the confidential information. In the event such protective order is not obtained, the receiving Party shall disclose only that part of confidential information that it is legally required to disclose.
    2. No public announcement (whether in the form of a press release or otherwise) shall be made by or on behalf of either Party or their agents or representatives with respect to the subject matter of this Agreement unless:
      1. the other Party has agreed in writing to permit such public announcement to be made, (which permission shall not be unreasonably withheld); or 
      2. such public announcement is required by Applicable Law and the Party required to make such announcement has given prior written notice thereof to the other Party.  
    3. Any public announcement made as permitted under this Agreement shall be made only in accordance with a text mutually agreed upon by the Parties.
    4. This term shall survive the termination and/or expiration of this Agreement.
  10. INDEMNITY: Each Party hereby covenants and represents that it shall comply with the covenants and obligations as contained herein. Further, each Party, shall indemnify and hold harmless and shall keep the other Party and its affiliates, directors, officers, advisors, representatives and successors (the “Indemnified Persons”) indemnified against any and all losses, expenses, liabilities, obligations, actions, proceedings, claims, demands and judgments (including without limitation legal and other fees on a full indemnity basis and any increased costs) and taxes (collectively, the “Losses”) imposed on, or incurred by such Indemnified Person on account of or in connection with the non-performance, non-observance, breach of the terms contained herein or inaccuracy of any of the undertakings, covenants, obligations, representations, warranties herein contained.
  11. LIMITATION OF LIABILITY: Without prejudice to the above mentioned clauses and notwithstanding any other provision contained herein, either Party’s total liability to pay damages in respect of any direct, verifiable loss or damage suffered by the other party or any third party as a direct result of any breach of contract, wrongful act or negligence by or on behalf of the other party in connection with the provision of this Agreement shall in no circumstances exceed the amount equivalent to one (1) month of service fees paid by the Aggregator. 
  12. NON-SOLICITATION: During the period starting on the Effective Date and ending 5 (five) years after the termination or expiration of this agreement (the “Non-Solicitation Period”), Service Provider will not directly or indirectly, on Aggregator’s own behalf or in the service or on behalf of others, in any capacity solicit or accept, or attempt to solicit or accept, the business of any Customer, consultant, or patron of the Aggregator. This clause shall survive the termination or expiration of this Agreement.
  13. COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS: The Parties undertake that they shall at all times comply with all laws, rules, regulations and ordinances as applicable to supply and purchase of the Samples. Without prejudice to the generality of the foregoing, the Vendor mayshall be duly accredited by National Accreditation Board for Testing and Calibration Laboratories (NABL) and comply with requirements of Clinical Establishments (Registration and Regulation) Act, 2010 and the rules, regulations, orders and notifications there under. Whereas, the Aggregator shall comply by the Information Technology Act, 2000 and such other applicable laws, the rules, regulations, orders and notifications there under.
  14. NOTICE:
    1. All notices, requests and other communication required or permitted under this Agreement shall be in writing signed by the Party (or any Person duly authorised) giving it, and shall be delivered by personal delivery, certified or registered mail or by reputable courier to the relevant address, or by sending it by facsimile transmission to the relevant facsimile number as notified herein below.
      In the case of notices to Aggregator:

      Address: Salarpuria Sattva Supreme, 2nd Floor West Wing, Sarjapur Outer Ring Road, Marathahalli, Bengaluru, Karnataka 560037, India
      E-mail: legal@mfine.com
    2. All notices given in accordance with Clause 13.1 shall be deemed to have been served as follows:
      1. if delivered by hand, at the time of delivery;
      2. in case of notice sent inland, on the expiration of 3 (three) Business Days after the date of dispatch;
      3. in case of notice sent overseas, on the expiration of 7 (seven) Business Days after the date of dispatch; and
      4. if communicated by email, on the next Business Day.
    3. Each of the Parties shall notify to the other any change of address or other coordinates within a period of 48 (forty-eight) hours of such change.
    4. A notice or other communication received on a day other than a Business Day, or after business hours, in the place of receipt, shall be deemed to be received on the next Business Day in such place.
  15. GOVERNING LAW AND ARBITRATION:
    1. This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause 15.3, the Parties submit to the exclusive jurisdiction of the appropriate courts at Bengaluru, India. 
    2. If any dispute, controversy or claim among the Parties arises out of or in connection with this Agreement, including the breach, termination or invalidity hereof (“Dispute”), the Parties shall use all reasonable endeavors to negotiate with a view to resolving the Dispute amicably.  
    3. If a Party gives the other Party notice that a Dispute has arisen (a “Dispute Notice”) and the Parties are unable to resolve the Dispute amicably within thirty (30) days of the date of service of the Dispute Notice (or such longer period as the Parties may mutually agree prior thereto), then the Dispute shall be referred to and finally be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.  
    4. The arbitral tribunal shall consist of a sole arbitrator as mutually appointed between the Parties. The venue and seat of arbitration shall be Bengaluru, India.
    5. The arbitral award shall contain reasons and shall be final and binding on the Parties and the Parties irrevocably waive any rights to any form of appeal, review or recourse to any state or other judicial authority in India or elsewhere, insofar as such waiver may validly be made. The language of the arbitration shall be English.
    6. The Parties shall bear their own legal and other costs and expenses necessary to the Dispute, which has been submitted to arbitration in accordance with this Clause, without prejudice to the arbitrator’s right to award costs or require any Party to the arbitration to pay the costs and expenses of another Party thereto.
    7. Any arbitration proceeding hereunder shall be conducted on a confidential basis. 
  16. MISCELLANEOUS:
    1. Costs and expenses: Each Party shall pay its own expenses, costs and attorneys’ fees in negotiating, preparing and executing this Agreement, except as specifically agreed to by the Parties to the contrary.  
    2. No waiver: Any waiver of any term or condition of this Agreement by any Party at one instance shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition, of this Agreement. The failure of any Party to assert any of its/ their rights hereunder shall not constitute a waiver of any such rights.
    3. Entire Agreement: This Agreement (including any annexures hereto), representations and warranties, both written and oral, among the Parties constitutes the entire agreement and understanding between the Parties with respect to the subject matter and supersedes all prior negotiations and drafts of the Parties with regard to the transactions contemplated herein of this Agreement.  
    4. Partial Invalidity: If any provision of this Agreement, or the application thereof to any person or circumstance, is or is held to be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable, and most nearly reflecting the original intent of the unenforceable provision.
    5. Amendments: No amendments to this Agreement shall be effective unless made in writing and signed by each of the Parties. 
    6. Non-Disparagement: Each Party agrees that during the course of term of this Agreement and after its termination, the other Party will not make any statements, written or verbal, or take any action, which is intended to harm the other Party or its reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the other Party. 
    7. Assistance in Litigation: Each Party shall, upon reasonable notice, furnish such information and proper assistance to the other Party, at the cost and risk of the Aggregator, as it may reasonably require from time to time in connection with any litigation in which it is, or may become, a party to either during or after the term of this Agreement.
    8. Counterpart: This Agreement may be executed in counterparts, each of which shall have the effect of and be considered as an original of this Agreement.
    9. Survival: Any term of this Agreement which by its nature should survive shall survive the termination/expiry of this Agreement.

SCHEDULE I

  1. The Partnersillment is happening on behalf of mfine and as mfine’s partner.
  2. Request the customer to download the mfine app if they have not already done so.
  3. All reports will be available on the mfine app within 48 hours.
  4. For any queries regarding reports or any other general queries, please ask the customer to write an email to support@mfine.co.

SCHEDULE II

MIS to include the following details:

  • Date of booking
  • Customer Name
  • Customer contact number
  • City
  • Package
  • Package cost
  • Appointment Date & Time
  • Amount Collected
  • Payment Status (Paid/Not Paid)
  • Order Status (Collected/Cancelled/Rescheduled/Customer not reachable)
  • Rescheduled Date
  • Comments

 

HOSPITALS