Version 1.0
Effective from August 01, 2025
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions (“GTC”) shall apply between Phasorz Technologies Private Limited (hereinafter referred to as “MediBuddy”) and the Provider, referred to in the Service Order. MediBuddy and the Provider shall be collectively referred to as the "Parties" and individually as “Party”. This GTC with the Service Order, shall be collectively referred as “Agreement”. This Agreement shall be conclusive and binding between the Parties, unless stated otherwise.
TERM OF THE AGREEMENT
This Agreement shall come into force from such date as specified in the Agreement (“Effective Date”) and shall remain in full force unless terminated earlier in accordance with the provisions of this Agreement.
SCOPE & SCHEDULE OF SERVICES
2.1. The Provider shall deliver medical and wellness-related services, including but not limited to health check-ups, Outpatient Department (OPD) consultations, diagnostics, procedures, ambulance support, and wellness centre management, as applicable (“Services”) for individuals referred by MediBuddy (“Beneficiaries”), as more specifically detailed in the Service Order.
PAYMENT TERMS
3.1. Service fees shall be as agreed and detailed in the Service Order. MediBuddy will pay undisputed invoices within sixty (60) days of receipt, subject to applicable tax deductions, including GST. Payments will be made based on a summary prepared by MediBuddy, reflecting the reports submitted by the Provider. The Provider is solely responsible for the payment of all applicable taxes, duties, fines, and penalties related to the Services.
3.2. The Provider shall not disclose package rates or collect payments from Beneficiaries unless explicitly authorized by MediBuddy. Invoices must be addressed to MediBuddy and include the agreed rates, PAN, GST number, and bank details for NEFT processing. Invoices for completed health check-ups must be submitted by the 5th of each month to avoid delays. MediBuddy will not be liable for payments related to direct cases without prior written consent. Any payment disputes must be reported within 10 days of receipt to pay@medibuddy.in, failure to do so will absolve MediBuddy of responsibility. Upon receipt of payment, the Provider shall issue a No Due Certificate to MediBuddy.
CONFIDENTIALITY
4.1. Confidential Information shall mean all the proprietary information, MediBuddy’s customer data, or data furnished by MediBuddy, its users or its affiliates before or after the Effective Date, including but not limited to, personally identifiable information (PII) and sensitive personal data of MediBuddy’s customers, employees, partners (including employees of partners), price sensitive commercial data, prospective employees, business objective / criteria, employee lists, employee profiles, documentation relating to past, present or future business activities and any other health related information (“Confidential Information”). Such information shall not be used for any purpose other than fulfilling obligations under this Agreement or disclosed to any third party without MediBuddy’s prior written consent.
4.2. Any personally identifiable data shared by MediBuddy shall be treated as Confidential Information, and the Provider shall be fully liable for any unauthorized use or disclosure. The Provider shall be fully responsible for any breach of confidentiality by its personnel or subcontractors. MediBuddy shall be entitled to injunctive relief, in addition to any other legal or equitable remedies, in the event of a breach of this obligation.
4.3. The provisions of this clause will survive the termination of this Agreement.
SECURITY AND DATA PRIVACY:
5.1. The Provider shall comply with all applicable Data Protection Laws, including but not limited to the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and associated rules. The Provider shall implement and maintain technical, organizational, and security measures as applicable or an equivalent widely accepted standard to ensure compliance with this Agreement.
5.2. Personal Data shall be processed solely for service delivery and shall not be disclosed or transferred without MediBuddy’s prior written consent.
5.3. The Provider shall maintain accurate records of operations and compliance for a period of seven (7) years or as per applicable laws, whichever is higher, and, upon twenty-four (24) hours' notice, permit MediBuddy or its authorized representatives to audit such records and processes relevant to the Services. If discrepancies or overcharges are identified, the Provider shall reimburse MediBuddy accordingly, including audit costs.
INTELLECTUAL PROPERTY
6.1. Parties shall take written consent from the other Party before using its intellectual property for advertisements, publications, or any other form of publicity.
REPRESENTATIONS, WARRANTIES AND COVENANTS
7.1. The Provider represents, warrants and covenants,
7.1.1. that it is in good standing, has full authority to enter into this Agreement, and is in compliance with all applicable laws and regulations
7.1.2. MediBuddy’s customers shall be treated equivalent, in all respects to that of the Provider’s own customers, with no distinction or discrimination in the provision of the services, or any other aspect of customer experience.7.1.3. that it shall perform its obligations in a professional, workmanlike manner, adhering to industry standards and best practices.
7.1.4. that only duly qualified and certified personnel of the Provider shall be deployed for the performance of any Services
7.1.5. that the deployment of any unqualified or uncertified personnel for such Services shall be deemed a material breach of this Agreement, constituting a direct or indirect threat to the Beneficiaries' safety and life, and shall render the Provider liable for all consequences arising therefrom, including but not limited to legal proceedings, penalties, and liabilities under applicable laws including but not limited to medical negligence, malpractice, and criminal acts, as may be determined by the competent authorities.
7.1.6. that the payments charged by the Provider for services provided to MediBuddy customers shall be equivalent to or reasonably lesser than the prices offered by the Provider for the same or substantially similar services, through any other mode or medium, including but not limited to the Provider's own premises, website, mobile application, or any third-party premises, website, mobile application.
7.1.7. that the Provider shall be solely responsible for any errors, omissions, or issues arising from its procedures, processes, or clinical practices.7.1.8. that all MediBuddy customers availing services from the Provider shall be automatically eligible for and entitled to the benefits under any existing or future loyalty programs, membership, or rewards programs, by whatever name called, offered by the Provider to its own customers, without any additional cost or registration requirement.
7.1.9. shall maintain adequate insurance coverage, including general liability, professional indemnity, and employer’s liability, and provide proof to MediBuddy upon request, with prior notice of any changes.
7.1.10. the Provider shall notify MediBuddy in writing within thirty (30) days if it qualifies or becomes qualified as a micro, small, or medium enterprise under the MSME Act, 2006. If the Provider fails to do so, MediBuddy will assume that the Provider does not fall under the MSME Act.
INDEMNIFICATION
8.1. The Provider shall indemnify, defend, and hold harmless MediBuddy and its affiliates, and the respective officers, directors, clients, employees, agents and users of MediBuddy’s portal and application, from and against any, losses, damages, claims, actions, suits, proceedings, judgments, costs, taxes, fines, or penalties and expenses, including attorney’s fees, arising out of and in connection with i) failure or deficiency to perform services under this Agreement, ii) personal injury, death, or damage caused by the Provider’s service, iii) breach of Confidential Information iv) any breach or infringement of any third-party claims, agreements and intellectual property rights, v) any act of omission, negligence, wilful misconduct, fraud, misrepresentation by the Provider; and vi) any actual or potential non-compliance with statutory requirements by the Provider or its personnel. Nothing in this Agreement limits or excludes the Provider’s liability to the extent such liability cannot be excluded under applicable law. The indemnities are in addition to other remedies available to MediBuddy
8.2. The Provider hereby agrees that any breach of Clause 7.1.4, shall constitute a breach under this Agreement and MediBuddy shall be entitled to withhold and/or deduct an amount equivalent to three (3) months of payments otherwise due and payable to the Provider, as a penalty for such breach. This right under this clause shall be in addition to, and not in substitution of, any other rights, indemnities, remedies, or obligations available to MediBuddy under this Agreement or under applicable law.
TERMINATION:
9.1. MediBuddy may terminate this Agreement without cause by giving thirty (30) days’ prior written notice. Either Party may terminate this Agreement for cause by providing written notice and allowing the other Party ten (10) days to remedy the breach; if the breach is not cured within this period, termination shall take effect immediately. Upon termination, MediBuddy shall have no further obligations except for payment of valid and undisputed fees for Services rendered up to the date of termination.
FORCE – MAJEURE:
10.1. Neither Party shall be liable for failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, war, riots, strikes, embargoes, government actions, or natural disasters. The affected Party shall promptly notify the other in writing. If the Force Majeure continues beyond two (2) months, either Party may terminate the Agreement by written notice.
MISCELLANEOUS:
11.1. Non - Circumvention:
The Provider shall use Confidential Information solely to perform services and shall not circumvent, solicit, or engage directly or indirectly with MediBuddy’s users in a manner that may harm MediBuddy’s business interests.
11.2. Relationship of Parties:The relationship between the Parties is on a principal-to-principal basis. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. The Provider is not authorized to act on behalf of MediBuddy or bind it in any manner whatsoever.
11.3. Assignment and Subcontracting:Neither Party may assign its rights or obligations under this Agreement without prior written consent of the other party. The Provider shall not subcontract any part of the Services without MediBuddy’s prior written approval.
11.4. Notices:All notices under this Agreement shall be in writing and may be delivered by hand, post, courier, or email as per address mentioned in the Service Order.
11.5. Severability:If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect.
11.6. Waiver:
No waiver of any breach shall be deemed a waiver of any subsequent breach. Waivers must be in writing and signed by both Parties.
11.7. Non-Solicitation:
During the term, the Provider shall not solicit or employ MediBuddy’s employees or consultants, nor refer them to third parties for employment.
11.8. Amendments:
Any changes or modifications to this Agreement must be made in writing and signed by both Parties.
11.9. Survival:
Obligations relating to confidentiality, data privacy, compliance, and indemnity, shall survive for a period of three (3) years following termination or expiry of this Agreement.
11.10. Governing Law & Dispute Resolution:
This Agreement shall be governed by the laws of India. Courts in Bangalore shall have exclusive jurisdiction.
11.11. Non-Exclusivity:
This Agreement is non-exclusive. MediBuddy reserves the right to engage other Providers for similar services.
11.12. Publicity:
Neither party shall disclose or publicize the existence or terms of this Agreement without the other’s prior written consent.
11.13. Branding on Reports:
The Provider shall display MediBuddy’s brand logo prominently in the header of lab reports for MediBuddy customers. Provider’s NABL and brand logos shall appear in the footer. Changes to logo placement require mutual written approval. MediBuddy shall not use the Provider’s NABL logo for its own purpose.