Business Partner Terms

With the endeavour to efficiently use digital media, our vision is to reach out to the community at large, enabling them to make use of the ease and convenience of the DIGITAL ECONOMY.

Frenosis in its pursuit of the aforesaid vision, has created an Android/IOS based application (“App”) and a web-based platform (“Website”) which would serve as a digital intermediary between users and Labs. Frenosis through its Healthcare Vertical connects Diagnostic Centres (“Lab(s)”) and nursing support, aaya providers (“Homecare Service Provider”) within the local limits of the user, depending on their current location, in order to provide various diagnostics and homecare services at affordable and uniform prices, including home collection for samples, on-call consultation, nursing support etc.

The below are the general terms of engagement:

TERMS FOR DIAGNOSTIC CENTRES AND HOMECARE SERVICE PROVIDER (“Listed Entity”)

The Frenosis Engagement Agreement with the Listed Entity (“Agreement”) along with this Terms of Use (“Terms of Use”), represents and confirms our mutual Terms with respect to the Listed Entity’s (“Listed Entity” or “You” or “Yourself”) participation currently made available by Frenosis Private Limited (“Frenosis” or “We” or “Our”) or its affiliates, from time-to-time, on the Platform. Upon signing by both parties of the Agreement, the Agreement together with this Terms of Use shall be binding and enforceable legal contract between the respective Listed Entity and Frenosis as of the date set forth in the Agreement (“Effective Date”)

All capitalized terms unless defined herein otherwise shall have the same meaning as set out in the Agreement.

The Terms with you are as follows:

1. STRUTURE OF TERMS

1.1. Our Terms shall consist of this Terms of Use, together with the Agreement along with any and all such addenda (individually, an “Addendum”), schedules and annexures, if any, addressing areas of collaboration agreed to by Frenosis and You (this Terms of Use and Agreement are collectively the “Terms”).

1.2. In connection with each Agreement, along with any and all such addenda, schedules and annexures, if any, Frenosis will designate those actions, responsibilities and services to be respectively provided each by Frenosis and You.

1.3. In the event of a conflict, the terms contained in an Agreement will supersede conflicting terms contained in these Terms of Use.

2. INTENDED PROJECTS:

2.1. We each agree to work in good faith with one another on certain collaborative projects, (as described below) or other projects as we mutually agree, through all or any such Addedum to the Agreement , in connection with the providing services, which include diagnostic centre services and homecare services such as nursing support, aaya providers within the local limits of the User (defined below), depending on their current location, at affordable and uniform prices, including home collection for samples, on-call consultation, nursing support etc. [each a “Listed Service(s)”] via the App and Website collectively referred to as, the "Platform".

2.2. Each project will be further specified in the respective Agreement with You, and any such project will only be undertaken once we mutually execute such Agreement.

3. The Listed Service(s) visible on the Platform is the general availability of Listed Service(s) during the Listed Entities’ normal business hours. The Listed Entities’ customers (the “Buyers” and/or “Frenosis Platform Users”/” User(s)”) may select Listed Service(s) from the displayed search listing(s) on the Platform.

4. AVAILABILITY OF LISTED SERVICES

4.1. Frenosis will provide You reasonable advice regarding demand prediction, which You may use in connection with Your determination of the quantity and type of Listed Service(s) made available via the Platform. You are fully responsible for quality, efficacy, safety, hygiene and provisioning of the Listed Service(s) along with the fee/ charge for the said services and You shall adhere to all applicable laws and regulations in relation to the preparation and provision of the Listed Service(s). You will determine any quality, efficacy, safety or other criteria (including those of laws and regulations) that apply to the Listed Service(s) (“Criteria”) and You are solely responsible for ensuring that the Listed Service(s) meet such Criteria when then are made available via the Platform. In the event of failing to provide Listed Service(s) that adhere to the Criteria (each, a “Substandard Listed Service(s)”), Frenosis is under no obligation to make such Substandard Listed Service(s) available for sale via the Platform.

4.2. You are responsible for determining and setting the retail price (“Retail Price”) for each Listed Service(s) and duly informing Frenosis from time to time, including any Listed Service(s) discount(s)/discounts on offer from time to time. You shall be the “retailer” or “seller” of all Listed Service(s) in general as well as for the purpose of any indirect tax (such as value added tax, sales tax, service tax, goods and services tax) (“Indirect Tax”) and the responsible party for collection and remittance of applicable Indirect Tax. For the sake of clarity, the Retail Price for each Listed Service(s) shall include Indirect Tax, as applicable. You undertake that all applicable taxes on item(s) & delivery would be deposited by You with the government treasury within stipulated timelines. Except as may be expressly agreed in the Agreement, Frenosis and You shall be responsible for its respective expenses and costs during its performance under this Terms.

4.3. You acknowledge that You are the sole provider/ supplier of the Listed Service(s). You are responsible for the costs of all Listed Service(s). Whenever a User wishes to avail Listed Service(s) as identified by the Platform, Frenosis will notify You of the specifications and particulars of the order as is received from the User. Upon receipt of an order request from a User, You shall keep ready the service to be provided as required by the User. In the event the specifications are not sufficient for You to process any order, You must seek further information as required.

4.4. Notwithstanding these Terms, Frenosis reserves the right to temporarily discontinue Listed Service(s) or permanently terminate with immediate effect for material breach or non-compliance by You which includes, but is not limited to, the following instances:

4.4.1.User/Buyer complaints received by Frenosis which are directly or indirectly attributable to the quality of Listed Service(s) provided by You either through poor ratings, as defined by Frenosis, through calls placed with Frenosis or through any other means;

4.4.2.Breach of the provisions of any law applicable to You for provision of the User requested Listed Service(s);

4.4.3.Breach of the representations and warranties of the Listed Entity;

4.4.4.Any other material breach of the Terms.

4.5. You are responsible for costs related to reimbursement to the Users in the event Users have either refused to pay for or have claimed partial or full refund, as applicable, for reasons that are attributable to You, including but not limited to, User’s expectations not being met or User dissatisfaction in relation to, inter alia, the quality of the User requested Listed Service(s), undelivered Listed Service(s), and/ or discrepancy in the User requested Listed Service(s) provided which is not in accordance with the Listed Service(s) placed (“Disputed Orders”).

4.6. It is clarified that Frenosis shall not be liable to make any payment for a Disputed Order. Frenosis shall reserve the right to recover from the Listed Entity, the amount paid to Users/Buyers as refund upto the order value.

4.7. In case of complaints from the User pertaining to quality, safety, Criteria or any other such issues, Frenosis shall notify the same to Listed Entity and shall also redirect the Buyer to the consumer call center of the Listed Entity. Listed Entity shall alone be liable for redressing and bound to take action on the complaints by the User. Frenosis has the right to share with the Listed Entity, the relevant information including the Listed Entity details to enable satisfactory resolution of the complaint. Frenosis shall in the interest of satisfactory resolution of the complaint, share with the User, relevant information pertaining to the order along with Listed Entity details.

4.8. In consideration for use of the Platform i.e. the App and the Website, Frenosis will charge You a service fee (defined below) as specifically set forth on each applicable Agreement. All fees under these Terms shall be paid in Indian Rupees along with Indirect Tax and withholding tax, if applicable.

5. PROMOTIONAL ACTIVITIES

5.1. Frenosis will each showcase the availability of the Listed Entities via the Platform through various promotional activities (e.g., our respective social media channels, websites, or blogs), as mutually agreed in the Agreement.

5.2.

5.3. Subject to the terms and conditions of this Terms, each party hereby grants to the other party (and, in the case of Frenosis, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use the such party’s respective Marks (as defined below), on a royalty-free basis, for the sole purpose of performing the promotional activities as set forth in an applicable Agreement. For purposes of this Terms, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans and other identifying symbols and indicia of the applicable party. All uses of a party’s marks by the other party will be in the form and format specified or approved by the owner of such Marks. Except as expressly set forth herein, neither party will use the other party’s Marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s marks by the other party shall inure to the benefit of the owner of such Marks. Except as expressly set forth herein, neither party shall be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights.

5.4. Except as may be expressly set forth in this Terms or an applicable Agreement, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Terms or otherwise, without the prior written consent of such other party.

5.5. “Personal Data” means any information obtained in connection with this Terms (a) relating to an identified or identifiable natural person; (b) that can reasonably be used to identify or authenticate an individual, including but not limited to name, contact information, precise location information, persistent identifiers; and (c) any information that may otherwise be considered “personal data” or “personal information” under the applicable law. The Listed Entity agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of performing the Listed Service(s) contemplated by this Terms. Listed Entity shall maintain the accuracy and integrity of any Personal Data provided by Frenosis in its possession, custody or control. Listed Entity agrees to retain Personal Data provided to the Listed Entity provided by Frenosis solely by using the software and tools provided by Frenosis.

6. REPRESENTATIONS AND WARRANTIES:

6.1. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Terms and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Tenure (as defined below) will not enter into, any Terms that would prevent it from complying with or performing under this Terms (in Your case, including without limitation, any exclusive Terms with any third parties for the availability of item via a technology platform); and (d) the content, media and other materials used or provided as part of this Terms shall not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party

6.2. The Listed Entity further represents and warrants that it will comply with all applicable laws and regulations in its performance of this Terms.

6.3. The Listed Entity further represents and warrants that the details of the tax registrations provided by the Listed Entity and Indirect tax to be levied on each Listed Service(s) to be made available for sale via the Platform is as per Addendum II to the Agreement), forming integral part of this Terms. The Listed Entity further confirms and declares that the information provided in Addendum II to the Agreement and the copies of tax registrations, are true and correct, and assumes responsibility to intimate Frenosis in case of any change in the provided information. The Listed Entity undertakes that all Indirect Tax applied on each Listed Service(s) and Delivery made available for sale via the Platform would be deposited with the Government Treasury within stipulated timelines.

6.4. EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PURPOSE OF THIS TERMS.

7. INDEMNIFICATION

7.1. Each party (the “Indemnifying Party”) will indemnify, defend and hold harmless the other party, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (a) the negligence or wilful misconduct of the Indemnifying Party and its employees or agents (in Your case, excluding Frenosis in their performance of this Terms); (b) any claims that the Indemnifying Party breached its representations and warranties in this Terms; (c) any claims that the Indemnifying Party’s Marks infringe a third party’s intellectual property rights, as long as such Marks have been used in the manner approved by the Indemnifying Party; or (d) any breach and/or non-compliance with applicable data protection laws. In addition,

7.2. You will indemnify, defend and hold harmless the Frenosis/ Indemnified Parties from and against any and all Losses with respect to any third-party claim arising out of or related to any harm resulting from Your violation or alleged violation of any applicable retail or other health and safety code, rule or regulation, except to the extent such harm was directly caused by the gross negligence or wilful misconduct of Frenosis or its employees or agents affiliates.

7.3. Each Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at Indemnifying Party’s expense

8. TENURE AND TERMINATION

8.1. The period of the Terms with the Listed Entity (“Tenure”) shall be governed by the terms and conditions set forth in the respective Agreement executed with the Listed Entity.

8.2. Either Frenosis or the Listed Entity can terminate the Agreement providing 15 days’ prior written notice to the other in accordance with the terms and conditions set forth in the Agreement. Frenosis shall delist the Listed Entity at the end of the 15th Day. Upon termination in accordance with the Terms hereof. Listed Entity shall only be required to provide the Listed Service(s) already placed through Platform prior to such expiry or earlier termination of these Terms.

9. GOVERNING LAW

9.1. The Terms shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with Listed Service(s), which the Parties are unable to settle within 30 days, shall be referred to arbitration by a sole arbitrator appointed mutually by both Parties. The Arbitration shall be conducted in accordance with Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force. The venue of the arbitration shall be Kolkata and the arbitration shall be conducted in English language. Subject to the foregoing, the courts at West Bengal shall have exclusive jurisdiction.

10. LIMITS OF LIABILITY

10.1. For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with these Terms, including liability expressly provided for under these Terms or arising by reason of the invalidity or unenforceability of any term under this contract. Frenosis does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, Frenosis shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. However, Frenosis will use its best endeavors to ensure that the unintentional operational errors do not occur, Frenosis cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, Frenosis’s aggregate liability under the Terms shall not exceed the total value of a Disputed Order.

11. INSURANCE

11.1. During the Tenure (as defined above) and for one (1) year thereafter, the Listed Entity shall maintain General Commercial Liability and, if required by law, Worker’s Compensation (or substantially equivalent) insurance. The General Commercial Liability insurance policy limits shall be the greater of (a) the limits required by applicable law or (b) the limits customarily maintained by companies in the Listed Entity’s industry, in India. All policies shall be written by reputable insurance companies in the jurisdiction. Such insurance shall be primary and non-contributing to any insurance maintained or obtained by the other party and shall not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon Frenosis’s request, the Listed Entity shall provide evidence of the insurance required herein. In no event shall the limits of any policy be considered as limiting the liability of a Listed Entity under the Terms.

12. GENERAL

12.1. We each acknowledge and agree that, unless otherwise stated in the Terms, our relationship is non-exclusive.

12.2. “Confidential Information” means any confidential, proprietary or other non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects. Confidential Information will not include that information that (a) was previously known to the Recipient without an obligation of confidentiality; (b) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (c) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties, or use in any way other than as necessary to perform the Terms, the Discloser’s Confidential Information. Each Recipient will ensure that Confidential Information will only be made available to those of its employees and agents who have a need to know such Confidential Information and who are be bound by written obligations of confidentiality at least as protective of the Discloser as this Terms before such individual has access to the Discloser’s Confidential Information. Each Recipient will not, and will not authorize others to, remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Confidential Information. The foregoing prohibition on disclosure of Confidential Information will not apply to the extent the Discloser has authorized such disclosure, nor to the extent a Recipient is required to disclose certain Confidential Information of the Discloser as a legal obligation based on the applicable laws and regulations or order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in fi ling petition of objection etc. prior to making such disclosure. Upon expiration or termination of this Terms and as requested by a Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Confidential Information, together with all copies thereof in whatever form.

12.3. No Waiver: No failure or delay by any Party in exercising any right, power or remedy under these Terms or provided by law shall operate as a waiver thereof or affect that right, power or remedy. No waiver by any Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provision hereof.

12.4. Relationship: The Parties agree that nothing in this Terms shall be construed as creating the relationship of employer and employee, master and servant, or principal and agent, or a partnership, or a joint venture of any kind whatsoever between the Parties or between the parties and its respective contractors / employees.

12.5. Notice: All notices under these Terms shall be sent by registered post acknowledgment due, contemporaneous courier or email to the address mentioned below:

Frenosis Private Limited

Registered Office: [●]

Email: [●]

If the Listed Entity notices any discrepancy in the weekly settlement, the Listed Entity may raise a ticket by writing an email to listedentitysupport@frenosis.com and the same will be mutually resolved by both parties within 15 (fifteen) days from the date on which the ticket was raised.

12.6. Assignment: You cannot assign or otherwise transfer the Terms, or any rights granted hereunder to any third party without the informing Frenosis or seeking Our consent.

12.7. Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Terms which can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

12.8. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option

12.9. Any modification or amendment to this Terms shall be effective only if in writing and signed or sealed with print name by both parties. In the event any provision of this Terms is determined to be invalid or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the remainder of this Terms and each of the remaining terms and conditions contained herein) shall remain in full force and effect.

12.10. Any delay in or failure by either party in performance of this Terms shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including, but not limited to, decrees or restraints of Government, acts of God, strikes, lockdowns, work stoppage or other labour disturbances, war or sabotage (each being a “Force Majeure Event”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Terms. This Terms may not be assigned, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Terms, upon notice to the other party, to (a) an affiliate of Frenosis (for Frenosis), or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets. Subject to the foregoing, this Terms shall be binding upon and shall inure to the benefit of each party hereto and its respective successors and assigns. Nothing in this Terms shall be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as specifically set forth in Agreement) and no party shall have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto. Each party shall be solely responsible for its employees and contractors used in connection with this Terms. This Terms contains the full and complete understanding and Terms between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and Terms, whether oral or written, relating such subject matter hereof. This Terms may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format or exchange by hard-copy, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument

13. SPECIAL TERMS

13.1. Frenosis will give You information regarding the number of Listed Services provided/ supplied by You to the Users pursuant to the Terms. The Listed Entities shall maintain such documents to record the proof of performance of service. Without prejudice to the generality of the aforesaid, Listed Entities shall routinely and at such time intervals provide such reports and in such formats as may be specified by Frenosis.

13.2. In consideration for Frenosis’s lead generation, demand prediction, payment processing and other related services provided via the Platform under the Terms, Frenosis will charge You a service fee, agreed under Agreement and reiterated under the Addendum II to the Agreement (exclusive of Indirect Tax and withholding tax, if any) on Service Value, as defined under the Agreement (the “Service Fee”). This Service Fee is charged as consideration for expediting the Users’ orders via the Platform.

13.3. Collection by Frenosis from Users on Your behalf would be subject to tax deduction or collection at source in accordance with the applicable GST laws.

13.4. Frenosis will remit to You the total (i) Retail Price payment (including any Indirect Tax collected on Your behalf but reduced by the Service Fee and tax deduction/ collection at source) earned by You, (ii) less any refunds given to Your customers or Users (such final remitted amount being the “Listed Service(s) Revenue”).

13.5. Listed Service(s) Revenue received by Frenosis from the User on behalf of the Listed Entity will be settled into the Listed Entity’s bank account, details of which are set forth in Addendum II to the Agreement. Settlement of transaction payments shall be within the time period as set forth by the guidelines of the Reserve Bank of India, where applicable. The Listed Entity agrees to provide such documents and information necessary or as may be sought by a payment facilitator or bank to enlist the Listed Entity as a payee of Frenosis. The Listed Entity agrees that for this purpose, information about and provided by the Listed Entity will be shared with a payment facilitator or bank.

In case of any queries, please reach out to us at support@frenosis.in