Business Terms & Conditions
These Business Terms and Conditions apply to any general practice or health provider organisation who contracts with Manage My Health India Pvt Ltd (“MANAGE MY HEALTH, INDIA”), ManageMyHealth.in, ManageMyHealth™ India, ManageMyHealth™ 360 Pvt Ltd, “MMH”, “We” or “Us” for the Services (for definition of “Services” see below).
Application and Acceptance
- The ManageMyHealth™ India, ManageMyHealth™ 360 Pvt Ltd services are offered and provided by Manage My Health (India) Pvt Ltd (CIN No. U72900TN2008PTC066872) (“MANAGE MY HEALTH, INDIA”), having its registered office at Admin Block, Ground Floor Elnet Software City, Rajiv Gandhi Road, Taramani, Chennai 600113, Tamil Nadu India.
- These terms apply to the access to and use of services by the customer and their permitted users.
- By signing the proposal, the customer is deemed to have accepted these terms.
- These terms shall apply from the date the customer signs the proposal and continue for the initial term and any renewal period (as contemplated by this clause 4). On the expiry of the initial term, the customer’s subscription to the software and Services will automatically renew for successive renewal periods of 12 months, unless either party gives written notice of termination in accordance with the suspension and termination provisions of this agreement.
- These terms apply to all software, services and other products provided by Manage My Health, India. Manage My Health, India, may introduce and/or offer certain services, software, functionality, features or other products (such as Apps) that are also subject to specific terms and conditions in addition to these terms (“Additional Terms”)
- The Customer acknowledges and agrees that in addition to these terms, the following items:
- Proposal
- Terms of Use
- Privacy Policy
- Code of Conduct
- Minimum System Requirements
- Any Additional Terms
- Any other policies in relation to the Services notified to the Customer by MANAGE MY HEALTH, INDIA from time to time.
- MANAGE MY HEALTH, INDIA may from time to time amend these Terms by notifying the Customer by email and posting an updated version of these Terms on its website and/or portal. Manage My Health, India will endeavour to provide at least 30 days’ notice of any material amendment before it takes effect. Any use of, or access to, the Services by a Customer or it’s Permitted Users after the effective date of an amendment will constitute deemed acceptance of those changes. If a Customer does not wish to accept an amendment, the Customer is entitled to terminate its access to and use of the Service that is materially affected by the amendment, by providing MANAGE MY HEALTH, INDIA written notice at any time prior to the effective date of the amendment.
- Definitions
- In these Terms, capitalised terms have the meaning given to them in context or as follows:
- “Customer” means the Practice/medical practitioner, or any health organisation acting on behalf of its member practices set out in the Proposal who has contracted with MANAGE MY HEALTH, INDIA for the provision of the Services.
- “Commercial Terms” means the specific commercial terms relating to the Customer’s access to and use of the Software and Services as set out in the Proposal, which may include the number of Permitted Users, the Fees, any fixed or minimum term, the training to be provided by MANAGE MY HEALTH, INDIA, and any applicable Service Levels.
- “Confidential Information” means any information that is proprietary or includes information that is by its nature confidential, marked “confidential”, “in confidence” or similar; is provided by either party, a Permitted User, or a third party in confidence (including Practice Data); either party knows, or ought to know, is confidential or is of a sensitive nature or commercially sensitive to either party, which for the avoidance of doubt includes the Commercial Terms.
- “Fees” means all fees payable by the Customer to MANAGE MY HEALTH, INDIA in connection with the Software and Services, including set up and implementation costs, training, travel expenses, support and maintenance fees, and the licence fees payable for the Customer’s use of and access to the Services, as set out in the Proposal.
- “Initial Term” means the initial term of the Customer’s subscription to the Software and Services as set out in the Proposal (if any). If no initial term is specified in the Proposal, the initial term will be deemed to be 12 months from the date the Proposal is signed by the Customer.
- “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
- “Patient” means any patient enrolled in a practice or enrolled with a medical practitioner associated with a customer.
- “Permitted Users” means staff and patients of the Customer, and staff and patients of any Practice which has contracted with the Customer, nominated by the Customer from time to time to access and use the Services.
- “Practice” means a general medical practice or health provider organisation providing primary health care services.
- “Practice Data” means any data that MANAGE MY HEALTH, INDIA is provided access to under these Terms by Permitted Users, or which is otherwise generated, compiled, arranged, developed, processed or stored by the Customer, Patients or Permitted Users through use of the Software and Services, and includes any personal information.
- “Proposal” means the proposal letter/agreement provided by MANAGE MY HEALTH, INDIA to the Customer setting out the Commercial Terms relating to the provision of Software and Services by MANAGE MY HEALTH, INDIA to the Customer and which the Customer signs (physically or electronically) to confirm their acceptance of the terms relevant to the provision of the Services and their approval to proceed with implementation of the Software and Services.
- “Privacy Law” means the Information Technology (Amendment) Act 2008 (as amended) (India) and any regulation and/or code of practice issued under it.
- “Privacy Policy” means our Privacy Policy available on our Website and Application, as may be amended from time to time.
- “Software” means the online ManageMyHealth™ India, ManageMyHealth™ 360 Pvt Ltd software, tools and applications owned by, or licensed to MANAGE MY HEALTH, INDIA, and provided by MANAGE MY HEALTH, INDIA to the Customer as part of the Services.
- “Services” means the ManageMyHealth™ India, ManageMyHealth™ 360 Pvt Ltd hosted software as a service solution provided by MANAGE MY HEALTH, INDIA for use by the practices/medical practitioner and patients to help manage primary health services, and includes any other supplementary products or services provided by MANAGE MY HEALTH, INDIA to the customer as set out in the proposal or as otherwise agreed between the parties.
- “Service Specification” means the description and specifications of the Software and Services available from MANAGE MY HEALTH, INDIA.
- “Service Levels” means the service levels (if any) that MANAGE MY HEALTH, INDIA will use reasonable endeavours to meet in relation to the provision of the Services.
- In consideration for payment of the Fees, MANAGE MY HEALTH, INDIA grants to the Customer a non-exclusive, non-transferable and revocable licence for the Customer and its Permitted Users to access and use the Services in accordance with these Terms.
- The Customer’s rights to access and use the Services will continue for the term specified in the Proposal (if any) or until terminated in accordance with these Terms, whichever occurs earlier.
- The Customer must, and must procure that all Permitted Users:
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- Keep all passwords and account log in details required to access the Services secure and confidential.
- Not share any individual password, login information or other security related information with any other person that may allow them to access and use the Services.
- Only access and use the Services in accordance with these Terms.
- Ensure at all times that every Practice/medical practitioner has IT system that meets the Minimum System Requirements.
- Ensure its use of the Services complies at all times with all applicable laws and regulations relating to the use of the Services, including the Information Technology Act 2008 (India) (as amended).
- Customer shall be solely responsible for compliance with all the extant legal framework applicable to medical facilities/clinics/hospitals/nursing homes/ medical practitioners in India. Further, MANAGE MY HEALTH, INDIA will not be responsible for any breach of such extant legal framework applicable to medical facilities/clinics/hospitals/nursing homes/medical practitioners and the same shall be the sole risk and liability of the Customer.
- MANAGE MY HEALTH, INDIA shall not be liable in any way to the Provider for any possible breaches of the aforementioned. Further, MANAGE MY HEALTH, INDIA shall not be responsible for any payment related disputes between the Customer and their patients/Permitted Users.
- Inform the Permitted Users/Patients about the Terms of Use and Privacy Policy of MANAGE MY HEALTH, INDIA and ensure they agree to the same before using the services of MANAGE MY HEALTH, INDIA.
- The Customer may appoint and replace Permitted Users to access and use the Services, and in doing so the Customer:
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- Procures that each and all Permitted Users is aware of, accepts and complies with, these Terms in relation to the use of the Services (including any update or amendment to these Terms).
- Must take all reasonable steps to monitor and enforce Permitted Users’ compliance with these Terms.
- Acknowledges and agrees that it will be responsible and liable for all acts and/or omissions of any Permitted User as if it undertook those acts or omission itself.
- The Customer must notify MANAGE MY HEALTH, INDIA immediately on becoming aware of any unauthorised access or use of the Service and/or any breach of these Terms by the Customer or any Permitted User.
- The Customer must not, and must procure that its Permitted Users do not:
- Copy, modify, duplicate, decompile or reverse engineer any part of the Services by any means.
- Assist any unauthorised third party in obtaining, or attempting to obtain, access to the Services.
- Tamper or otherwise interfere, impair or otherwise adversely affect the operation of the Software.
- Introduce any malicious code, virus, worm or trojan into the Software.
- Upload any data into the Software that infringes the Intellectual Property Rights of any person or is otherwise unlawful or not permitted by law.
- MANAGE MY HEALTH, INDIA will provide training on the use of the Software to Permitted Users in accordance with the Commercial Terms. Any additional training requested by a customer beyond the scope of that set out in the Proposal will be provided in MANAGE MY HEALTH, INDIA’s sole discretion at MANAGE MY HEALTH, INDIA’s then standard rates (or as otherwise expressly agreed in the Proposal).
- MANAGE MY HEALTH, INDIA will provide set-up and implementation services to the Customer in accordance with the Commercial Terms.
- MANAGE MY HEALTH, INDIA will make the Software and Services available to the Customer and their Permitted Users in accordance the Service Specification and any applicable Service Levels.
- MANAGE MY HEALTH, INDIA may from time to time modify and enhance the Software and/or Services for the purpose of correcting any errors and/or introducing, improving and enhancing new features and functionality (Updates). The Customer must, and/or must procure that its Permitted Users, promptly install any new Update which MANAGE MY HEALTH, INDIA makes available.
- MANAGE MY HEALTH, INDIA will endeavour to notify the Customer in advance of any scheduled or planned maintenance or unavailability of the Service which may impact the functionality or use of the Software or Services.
- MANAGE MY HEALTH, INDIA will not be liable to any person for any disruption or unavailability of the Software or Services due to any cause outside of MANAGE MY HEALTH, INDIA’s control, including a denial-of-service attack, malicious virus, criminal internet activity, or third party network outage.
- MANAGE MY HEALTH, INDIA will provide remote technical support in relation to the Software and Services to the Customer’s nominated technical contact(s) (as notified to and agreed by MANAGE MY HEALTH, INDIA from time to time) during the support hours of 9.00am to 5.00pm Monday to Friday, excluding public holidays. Any request for technical assistance must be submitted to MANAGE MY HEALTH, INDIA via email to [email protected] (Service Request).
- MANAGE MY HEALTH, INDIA will respond to a Service Request in accordance with the Service Levels, or if no Service Levels apply the provision of the Services, MANAGE MY HEALTH, INDIA will use reasonable efforts to respond to a Service Request within five (5) days of receipt of the Service Request. MANAGE MY HEALTH, INDIA shall not be obliged to provide technical support for difficulties or queries resulting from any breach of these Terms by the Customer or its Permitted Users or any cause outside of MANAGE MY HEALTH, INDIA’s control.
- The Customer will promptly provide all reasonable co-operation and assistance to MANAGE MY HEALTH, INDIA in investigating and responding to a Service Request, including providing MANAGE MY HEALTH, INDIA with access to the Customer’s or a Practice’s systems, data or personnel as necessary.
- MANAGE MY HEALTH, INDIA may interrupt or suspend access to or use of the Software and/or Services at any time for any duration of time, without liability, where reasonably necessary for security purposes or to prevent any improper or unlawful use of the Services.
- In consideration for the rights granted under these Terms, the Customer will pay to MANAGE MY HEALTH, INDIA the Fees.
- All Fees are exclusive of GST, and all other taxes, duties and surcharges payable in respect of the Software and Services. Any applicable GST or other taxes and duties applicable to the Services must be paid by the Customer to MANAGE MY HEALTH, INDIA in addition to the Fees.
- All invoices for payment of Fees must be paid by the Customer to MANAGE MY HEALTH, INDIA via direct debit (or such other payment method as approved by MANAGE MY HEALTH, INDIA in writing).
- MANAGE MY HEALTH, INDIA reserves the right to charge the Customer interest in respect of any late payment of Fees at the rate of 2% per annum above the prime lending rate from time to time of the State Bank of India from the due date of payment until payment is received in full by MANAGE MY HEALTH, INDIA. The Customer will, on demand, reimburse MANAGE MY HEALTH, INDIA for all reasonable expenses incurred by MANAGE MY HEALTH, INDIA in enforcing payment of any amounts owed under these Terms.
- MANAGE MY HEALTH, INDIA may, no more than once per calendar year, undertake a review of the Fees. Any change to the Fees will:
- Be proportionate with the Consumer Price Index movement in India in the preceding 12 month period; and
- Take effect from the date that is 14 days following the date that MANAGE MY HEALTH, INDIA notifies the Customer of the change in Fees.
- The parties acknowledge and confirm that all Practice Data stored by MANAGE MY HEALTH, INDIA as part of the Services shall be owned by and remain the sole and exclusive property of the respective Practice/medical practitioner that supplied, collected, generated or has responsibility for it. The Practice/medical practitioner shall be responsible for the legality, reliability, integrity, accuracy and quality of the Practice Data.
- MANAGE MY HEALTH, INDIA will not use, store, disclose or otherwise deal with the Practice Data except as required to perform the Services in accordance with these Terms or as expressly authorised in writing by the relevant Practice.
- The Customer acknowledges and agrees that for the purposes of the Information Technology Act 2008 (India) (as amended) , personal information (as such term is defined in this Act) contained within the Practice Data is processed and held by MANAGE MY HEALTH, INDIA as an agent of the Practice/medical practitioner, and MANAGE MY HEALTH, INDIA does not use or disclose such personal information for its own purposes.
- The Customer is responsible for ensuring that all necessary individual consents and authorisations required under the Information Technology Act 2008 (India) (as amended) are obtained and maintained to enable MANAGE MY HEALTH, INDIA to process and store Practice Data in accordance with these Terms.
- MANAGE MY HEALTH, INDIA will comply with its obligations under the Information Technology Act 2008 (India) (as amended) in relation to the processing and storage of personal information contained within the Practice Data. MANAGE MY HEALTH, INDIA confirms that Practice Data will be hosted in an Indian data centre.
- The Customer must, and must procure that all Permitted Users, comply with the Information Technology Act 2008 (India) (as amended) and the MANAGE MY HEALTH, INDIA Privacy Policy in relation to personal information, and will not do or omit to do anything that may cause MANAGE MY HEALTH, INDIA to breach its obligations under the Information Technology Act 2008 (India) (as amended).
- Each party confirms that it has adequate security measures to protect the other party’s Confidential Information from unauthorised access, or use by third parties, and that it will not use or disclose the other party’s Confidential Information to any person or organisation other than:
- To the extent that use, or disclosure is necessary for the purposes contemplated by these Terms.
- With the other party’s prior written consent.
- If the use or disclosure is required by law.
- In relation to disclosure, if the information has already become public, other than through a breach of the obligation of confidentiality by one of the parties.
- Each party will ensure that its employees, contractors, agents and representatives (and in the case of the Customer, its Permitted Users) who have knowledge of any Confidential Information are aware of the confidentiality obligations in these Terms and do not use or disclose any of the other party’s Confidential Information except as permitted under these Terms. The Customer will be responsible and liable for any unauthorised disclosure of Confidential Information by its employees, contractors, agents, representatives and Permitted Users.
- The Software and Services contain confidential information of MANAGE MY HEALTH, INDIA (and/or its licensors) and all copyright, trademarks and all other Intellectual Property Rights in the Software and/or Services are the exclusive property of MANAGE MY HEALTH, INDIA (and/or its licensors).
- These Terms do not transfer to the Customer or any Permitted User any right, entitlement or ownership in respect of the Software and/or Services other than the rights of usage expressly contemplated by these Terms.
- The Customer shall ensure that all Permitted Users do not, at any time directly or indirectly challenge or contest the ownership of the Software and/or Services (including all Intellectual Property Rights of MANAGE MY HEALTH, INDIA and/or its licensors).
- MANAGE MY HEALTH, INDIA indemnifies the Customer against any claim or proceeding brought against the Customer to the extent that claim or proceeding alleges that the Customer’s use of the Service in accordance with these Terms constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Customer:
- Promptly notifying MANAGE MY HEALTH, INDIA in writing of the IP Claim.
- Making no admission of liability and not otherwise prejudicing or settling the IP Claim, without MANAGE MY HEALTH, INDIA’s prior written consent; and
- Giving MANAGE MY HEALTH, INDIA complete authority and information required for MANAGE MY HEALTH, INDIA to conduct and/or settle the negotiations and litigation relating to the IP Claim.
- The Customer is responsible and liable for any content that it, a Practice or any Permitted User uploads using the Services and must ensure that such content complies with the Code of Conduct, and without limiting the Code of Conduct does not:
- Infringe any intellectual property rights of any third party.
- Infringe the privacy rights of any third party.
- Detrimentally affect the brand or reputation of MANAGE MY HEALTH, INDIA or any affiliates or partners of MANAGE MY HEALTH, INDIA.
- Mislead as to the nature, type, service or benefits of the any content.
- Contain inaccurate, ambiguous, exaggerated, defamatory, untrue, or out of date information.
- Encourage, counsel, incite or suggest any criminal or unlawful acts.
- Seek to take advantage of any individual or and individual groups by virtue of their circumstances.
- Contain vulgar and/or suggestive languages or images or innuendo or slang of a sexual, immoral, racial or violent nature; and/or
- Promote or provide inflammatory or demeaning opinions of an individual or group.
- MANAGE MY HEALTH, INDIA does not actively police or monitor content uploaded via its Services but reserves the right to remove or edit any such content at its sole discretion and without notice, regardless of whether or not it is, in the opinion of any third party, in breach of these Terms.
- Each party warrants and represents that it has full power and authority to enter into and perform its obligations under these Terms.
- MANAGE MY HEALTH, INDIA warrants and represents that:
- The Services will perform in all material respects with the Service Specification.
- The Customer’s use of and access to the Services will not infringe the Intellectual Property Rights of any third party.
- It will perform the Services with due care and skill, in a timely, diligent and professional manner.
- The Services are only warranted to the extent expressly specified in these Terms. The Customer acknowledges and agrees that all statutory and implied conditions and warranties are excluded to the fullest extent permitted by law.
- Without limiting the preceding clause 3 above, MANAGE MY HEALTH, INDIA does not warrant:
- That the Service will be uninterrupted or error free.
- That the Software will interoperate or be compatible with any other software or systems used by the Customer or a Permitted User (other than expressly set out in the Service Specification);
- That the Service will be fit for purpose or meet the Customer’s or any Permitted Users’ requirements.
- The Customer acknowledges and confirms that the Services are supplied and acquired for commercial or business purposes, and as such, agrees that the Consumer Protection Act 2019 (India) or the Consumer Rights Act 2015does not apply to the supply of the Services.
- To the extent permitted by law, neither party shall be liable to the other for any indirect or consequential loss, cost, expense, claim or liability incurred or suffered by the other party or any third party in connection with the Software or Services supplied under these Terms, including loss of profit, corruption or loss of data, loss of business, loss of opportunity, or loss of revenue, even if such loss was reasonably foreseeable or the first party had been advised of the possibility of the other party incurring such loss.
- Subject to the preceding clause 1 above, neither party’s liability under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall exceed an amount equal to the total value of Fees paid or payable to MANAGE MY HEALTH, INDIA in the 12 months prior to the action giving rise to the claim.
- The Customer agrees to indemnify and keep indemnified MANAGE MY HEALTH, INDIA from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by MANAGE MY HEALTH, INDIA from any person arising out of or in connection with the Customer’s or any Permitted Users’ use of the Service or a failure to comply with these Terms.
- Customer shall provide services to any person/individual/patient on a principal-to-principal basis, even where such a User/Patient has reached the Customer through a service provided by MANAGE MY HEALTH, INDIA. Customer shall adhere to professional codes of conduct and applicable law in Customer’s engagement with all such Users/Patients and third parties. All legal obligations as a registered entity/clinic/ nursing home/hospital/medical practitioner will be directly enforceable by the User/Patient against the Customer.
- MANAGE MY HEALTH, INDIA may provide links to external resources, services or other content in third-party websites. MANAGE MY HEALTH, INDIA has no control over any such links, content, web sites, products or services or any Information provided or transmitted via such links, web sites, products or services, or otherwise provided by any such third party. You acknowledge and agree that MANAGE MY HEALTH, INDIA does not endorse such third-party products, services or advertisements and is not responsible for the availability of such third-party links, content, web sites, products or services and will not be responsible or liable for any content, advertising, products or other materials contained therein or the business practices or privacy practices related thereto. You warrant and agree that MANAGE MY HEALTH, INDIA will not be responsible or liable, directly or indirectly, for any damage or loss or injury caused or alleged to be caused by or in connection with the use of or reliance on any such link, website, content, product and/or service. MANAGE MY HEALTH, INDIA encourages Customer, Permitted Users and Patients to, at a minimum, be aware of and to review the authenticity, Terms and Conditions and the privacy practices related to third party sites/ products or services.
- Without limiting any other right or remedy under these Terms, MANAGE MY HEALTH, INDIA reserves the right to suspend access to or use of the Software and/or Services (or any part of the Services) by the Customer or any Permitted User, if MANAGE MY HEALTH, INDIA reasonably believes that the Customer or any Permitted User is in breach of any of these Terms or the Customer fails to pay any Fees owing to MANAGE MY HEALTH, INDIA by the due date for payment. MANAGE MY HEALTH, INDIA will endeavour to provide the Customer five (5) days’ notice of its intention to suspend the Services or any part of the Services together with the reasons for such suspension.
- MANAGE MY HEALTH, INDIA may, in its sole discretion, by written notice, immediately terminate access to the Software and supply of the Services if the Customer or any Permitted User:
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- Breaches any term or obligation under these Terms and such breach is not capable of being remedied, or if such breach is capable of being remedied, fails to remedy such breach within 10 days of receiving notice from MANAGE MY HEALTH, INDIA requiring it to remedy such breach.
- Becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or charge’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
- The Customer may, by written notice, terminate their access and use of the Software and Services:
- If MANAGE MY HEALTH, INDIA breaches a material obligation under these Terms and such breach is not capable of being remedied, or if such breach is capable of being remedied, fails to remedy such breach within 10 days of receiving notice from the Customer requiring it to remedy such breach.
- If MANAGE MY HEALTH, INDIA becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or charge’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
- A Force Majeure Event occurs which prevents MANAGE MY HEALTH, INDIA from complying with or performing its obligations under these Terms for a period of more than 60 continuous days.
- Either party may, after the Initial Term, terminate access and use of the Software and Services for any reason without cause by providing the other party at least 30 days’ written notice.
- Termination or expiry of these Terms does not affect either party’s rights and obligations that accrued prior to termination or expiry.
- Upon termination or expiry of the Services for any reason:
- The Customer’s and all Permitted Users’ right to access and use the Software and Services shall cease immediately.
- All Fees relating to the Customer’s and Permitted Users’ access to, and use of, the Services up to the date of termination must be paid in full.
- The Customer (or, if applicable, any Practice/medical practitioner) may within one month following the date of termination or expiry, request a copy of any Practice Data stored as part of the Services, provided that the Customer pays MANAGE MY HEALTH, INDIA’s reasonable costs of providing such copy in a common electronic form. MANAGE MY HEALTH, INDIA does not warrant that the format of the Practice Data will be compatible with any software. If MANAGE MY HEALTH, INDIA has not received a request for a copy of Practice Data within one month following the date of termination or expiry, MANAGE MY HEALTH, INDIA will use reasonable endeavours to delete all Practice Data held in its possession or control.
- Notices: Any notices to a party under this Agreement must be delivered by hand or sent by post, courier or email to the party’s address specified in the Proposal or as otherwise notified to the other party in writing from time to time. A notice is deemed to be received if:
- Delivered by hand or by courier, on the date it is delivered.
- Sent by post within India, on the third working day after the date it was sent.
- Sent by email, at the time the email enters the recipient’s information system provided it is not returned undelivered or as an error.
- A notice received after 5pm on a working day, or on a day that is not a working day, will be considered to be received on the next working day.
- Third party beneficiaries: Nothing in these Terms is intended to confer, or be construed to confer, any benefit on, or create any obligation enforceable by, any person who is not a party to these Terms.
- Disputes: The parties agree to act in good faith and use all reasonable endeavours to resolve any dispute that may arise in connection with these Terms or the use of the Services. If the parties are unable to resolve the dispute on mutually acceptance terms within a reasonable period of time, either party may refer the dispute to mediation by written notice to the other party. Such mediation will be undertaken in accordance with the Companies (Mediation and Conciliation) Rules 2016 (India). Nothing in clause shall prevent either party from seeking urgent interlocutory and/or injunctive relief.
- Assignment: The Customer must not assign, transfer or novate any or all of its rights or obligations under these Terms without MANAGE MY HEALTH, INDIA’s prior written consent. MANAGE MY HEALTH, INDIA may assign, transfer or novate any or all of its rights or obligations under these Terms without the consent of the Customer or any other party.
- Validity: In the event that part or all of any provision of these Terms is illegal or unenforceable, such provision will be interpreted as may be necessary to ensure it is not illegal or unenforceable. If any provision (or part of it) cannot be interpreted in that way, the provision (or part of it) will be severed from these Terms and the remaining provisions will continue in full force and effect.
- Relationship: Nothing in these Terms shall constitute either party as the partner, agent, employee or officer of, or as a joint venture with, the other party, and neither party shall make any contrary representation to any other person.
- Waiver: No waiver of any breach or failure to enforce any provision, of these Terms at any time by either party shall in any way limit or waive the right of that party to subsequently enforce and compel strict compliance with these Terms.
- Entire Agreement: These Terms, together with the Proposal and all documents records the entire arrangement between the parties relating to the Services and supersedes all previous arrangements, whether written, oral or both, relating to such matters.
- Governing Law: Indian law will govern these Terms. The parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts in Chennai.