Terms of subscription
This ‘Terms of Subscription’ (hereinafter referred to as the ‘Terms’) forms a part of, ‘Subscription Agreement’.
- The website ‘www.halesciences.in’ and ‘My Chemist’ Mobile/Web Application (hereinafter collectively referred to as the ‘platform’) are properties of ‘Hale Sciences Private Limited’ (hereinafter referred to as the ‘Company’), a Company incorporated under the provisions of the Companies Act, 2013. The Company, allows ‘Pharmacists’ to sell their products and services through the platform, owned by the Company.
- The ‘Agreement’ aims to prevent any misunderstanding between the Parties and makes it clear that, the said Form is only for the ‘Pharmacist’. The ‘Terms of Subscription’ further deals with the types of drugs/medicines/products, that are allowed to be sold through the Company’s Platform, Consideration, IP and Confidentiality Clause, Negligence on the part of ‘Pharmacist’ and other Miscellaneous provisions.
- The ‘Terms of Subscription’, stated herein is a part of the ‘Subscription Agreement’. You hereby understand and accept that you have read the terms stated in the ‘Subscription Agreement’ along with the ‘Terms of Subscription’.
- The ‘Terms of Subscription’ along with the ‘Subscription Agreement’ forms a legally binding Contract between the Parties. By signing the ‘Subscription Form,’ you agree to the terms and conditions stated in the ‘Subscription Agreement’ and the ‘Terms of Subscription’.
- ‘Agreement’ means the Subscription Agreement along with the Terms of Subscription.
- ‘Application’ means ‘My Chemist’ App developed and owned by ‘Hale Sciences Private Limited’
- ‘Customer’ means a person who buys products and services through ‘My Chemist’ App or any website developed by the Company for this purpose.
- ‘Medicine’ means ‘Medicine’ defined under Section 2 (f) of the Indian Medical Council Act, 1956 but does not include the word ‘surgery’.
- ‘Pharmacist’ means ‘registered pharmacist’ defined under Section 2 (i) of the Pharmacy Act, 1948.
- ‘Prescription’ means prescription issued by the Registered Medical Practitioner.
- ‘Products and Services’ means medicines and other allied services.
- ‘Registered Medical Practitioner’ shall mean a person whose medical qualification has been recognized under any law/rule/regulation/notification issued by the Government of India or Government of State in accordance with Rule 2 (ee) of the Drugs and Cosmetics Rules, 1945.
- ‘Services’ means services as provided by the Company to the ‘Pharmacist’ through the Website and the Application.
- ‘Subscriber’ means the pharmacist who has subscribed to the services by signing the ‘Subscription Form’.
- ‘Subscription Agreement’ means an Agreement attached with the Subscription Form and which complements the same.
- ‘Subscription Form’ means a Form which is required for ‘Subscribing to the Services’ as provided by the Company.
- ‘Terms and Conditions/ Terms’ means terms and conditions of both ‘Subscription Agreement’ and ‘Terms of Subscription’.
- ‘You/Your/ User/ Subscriber/ Partner’ means the Pharmacist.
- ‘Website’ means http://www.halesciences.in/ developed and owned by ‘Hale Sciences Private Limited’.
- ‘We/ Our/ Us/ Company’ means Hale Sciences Private Limited (hereinafter referred to as ‘Hale Sciences’).
Terms and Conditions
- You are required to fill the ‘Subscription Form’ and send it to the address mentioned therein in order to subscribe to the ‘Services’ of the Company which shall be provided to the ‘Pharmacist’ through its Website and Application.
- This agreement is a ‘Standard Form of Contract’ between you and the Company. By signing the ‘Subscription Form,’ you become legally binding to the ‘Terms of Subscription”.
- Registered Pharmacist
- The Subscriber shall be a ‘Pharmacist’, registered under the provisions stated in Chapter IV of the Pharmacy Act, 1948 or any other local legislation that deals with the same or any other matter connected thereto. The ‘Services’ provided through the Website and Application is only for the ‘Registered Pharmacist’.
- Whenever it comes to the knowledge of the Company, either through itself or any other means, that the Subscriber is not a ‘Registered Pharmacist’ or it is selling medicines/drugs or any other allied services which is prohibited or infringes the concerned provisions of the Pharmacy Act, 1948; Drugs and Cosmetics Act, 1940; The Indian Medical Council Act, 1956 or any other Central/ Local Laws/Rules/Notification issued by Government in the official Gazette, the Company, at any time, may cease to provide its ‘Services’ to the ‘Subscriber’ without consulting the Pharmacist.
- Consideration and Mode of Payment
- The Company shall charge a certain amount of money, as ‘Subscription Charge’ towards the ‘Services’ availed by the Pharmacist, on the basis of ‘Subscription Type’ selected by you.
- The details regarding the ‘Subscription Money’ are mentioned in the booklet attached with the Subscription Form.
- The ‘Subscription Fee’ may be paid either through the Debit Card/Credit Card/Internet banking facility, available on the website and Application, under the ‘Subscription’/‘Payment’ option or through an account payee Cheque/Demand Draft drawn in favour of ‘Hale Sciences Private Limited’, New Delhi.
- The Pharmacist represents and expressly warrants as follows:
- Legal Obligation: These terms and conditions of Agreement have been duly authorized, executed and delivered constituting a valid and binding obligation on the Pharmacist and are fully enforceable against them in accordance with its terms. Further, these terms and conditions are not in conflict with any other agreement by which the Pharmacist may be bound.
- Acceptance of Responsibilities: The Pharmacist agrees and accepts any and all responsibility, which may arise because of any deficiency of services to the customers accordingly; the Pharmacist accepts its responsibilities under this Agreement with no representations or warranties whatsoever by the Company relating to the customer.
- Services: The Pharmacist assures that ‘Services’ to the ‘Customer’ shall be performed in a professional manner, confirming to the highest standards of the industry and the performance criteria provided under the Terms and Conditions, the Pharmacist shall comply with all requirements of applicable laws, regulations, rules, and ordinances (collectively “Laws”). The Services shall be performed by licensed personnel only.
- The Pharmacist represents and expressly warrants as follows:
- Medicines/Drugs and Other Products
- The Pharmacist agrees to sell only those medicines, drugs or any other allied services that according to the Registered Medical Practitioners are suitable for a Human Being.
- The Company may cease to provide its Services to the User or may take necessary actions, whenever it comes to the knowledge of the Company that Clauses of this agreement, is being infringed or had been infringed by the Pharmacist.
- The Pharmacist agrees not to sell drugs/medicine through ‘My Chemist’, without prescription, which are listed in Schedule-H and Schedule-X of Drugs and Cosmetics Act, 1940 or any other drugs/medicine which requires prescription under any other Act/Law/Rules/ Notification issued by Government of India or Government of State.
- The Pharmacist agrees not to sell and shall cease to sell drugs/medicine, which is prohibited or which may be banned in future in India by the Government of India, through ‘My Chemist’ App.
- The Pharmacist agrees that he/she shall sell medicines or other allied services only after receiving a prescription signed or written by registered Medical Practitioner in India, from the Customer. The Company is neither liable for any default in the medicine supplied by the Pharmacist nor for any prescription received from the Customer.
- That if the Pharmacist receives an order/orders from the Customer/Customers of other State of India, he shall not supply such medicine/drugs which is prohibited by the Government/Local Laws/Rules of the State where the Customer resides. The Company holds no liability, if the Pharmacist violates this Clause.
- The Company may disclose to the Pharmacist and the Pharmacist may obtain access;
- To develop or create non-public documents or information about the Company, its employees, agents, customers/users, partners or representatives, or third parties, including without limitation, personal information, charge card and/or
- Credit data, work product resulting from the services provided, proprietary and confidential information or material concerning or
- Related to the Company general academic, institutional affairs or other proprietary operations (“Confidential Information”). The Pharmacist acknowledges the confidential character of the Confidential Information, and agrees and acknowledges that the Confidential Information is the sole, exclusive and valuable property of the Company.
- The Pharmacist hereby agrees to maintain Confidentiality for all the Information provided as strictly confidential and agrees not to reproduce or divulge any of the Confidential Information without the prior written consent of the Company and not to use the Confidential Information except in the performance of these Terms and Conditions, whether during or after the term of this Agreement.
- All Confidential Information shall remain the property of the Company. Upon the Company’s request, the Pharmacist shall return and destroy copies of Confidential Information from its possession, except as is needed to comply with applicable Laws.
- The Pharmacist shall continue to be bound by above paragraph with respect to any retained Confidential Information. Chemist must implement, maintain, and use appropriate administrative, technical and physical security measures to preserve the confidentiality, integrity and availability of all Confidential Information, be it electronic or hardcopy and provide the Company with a copy upon request.
- The Company may disclose to the Pharmacist and the Pharmacist may obtain access;
- Intellectual Property
- The Pharmacist hereby warrants that the use of material and any other goods furnished hereunder shall be free and clear of infringement of any valid patent, copyright, trademark, trade secret, or other proprietary right.
- The Pharmacist shall indemnify the Company from all and any harms, liabilities and/or loss of any kind (and the costs and expenses, including without limitation attorney’s fees) arising out of any claim, suit or action alleging or arising out of any such infringement, which claim, suit or any other legal action to compromise or defend at the Company’s request.
- All rights, titles, interests, data, copyrights, deliverables, writings, documents, reports, papers, tabulations and other works written or made by the Pharmacist in the course of performing the Services under this agreement shall become and remain the sole exclusive property of the Company. The Pharmacist hereby transfers and assigns all of its rights, titles and interest in and to all such data and intellectual property to the Company.
- The Pharmacist shall not use any name, logo, emblem of the Company or any of its trustees, officers, employees, representatives or agents, or any adaptation, variation or abbreviation thereof, in any brochure, publication, or advertisement without securing the prior written approval of the Company.
- Negligence on the part of Pharmacist
- The Company shall not be liable for the negligence, act or omission to act on the part of the ‘Pharmacist’. The Pharmacist shall be liable for any delay in delivery, or any default in ‘Product(s) and Services’ or any other problem connected therewith.
- Notwithstanding the above, the ‘Pharmacist’ shall not be liable in case of ‘Force Majeure’.
- Anti – Corruption
- The Pharmacist agrees that he/she shall not receive or offer any illegal or improper bribe, kickback, gift from any ‘Hale Sciences’ employees or agents in connection with this Terms of Subscription.
- Independent Chemist
- The Pharmacist shall perform terms stated in the Subscription Agreement and Terms of Subscription as an independent Chemist, and maintain complete supervision and control over its employees, agents, subcontractors, and operations.
- The Company shall not be responsible or liable for any claims, losses, damages, injuries or other liabilities of any kind whatsoever, arising on account of, or in connection with, the exercise by the Pharmacist of any rights granted hereunder, or for any other acts, faults or omissions of or attributable to the Pharmacist, including but not limited to any liability for use of the Authorized Trademarks by the Pharmacist.
- The Pharmacist shall indemnify, defend and hold harmless the Company, its officers, employees and agents from and against any and all liabilities, claims, losses, costs or expenses, suffered by the Company, its officers, employees and agents due to infringement of any of the Terms and Conditions of the said ‘Agreements’ by the Pharmacist.
- In no event shall the Company be liable for any special, incidental or consequential damages of any kind whatsoever arising out of or related to the use of the said Authorized Trademarks whether based on warranty, contract, tort or any other legal theory, and whether or not the Company was previously advised of the possibility of such damages.
- Termination by Company: The Company reserves the right to terminate, whole or part of, the, ‘Terms of Agreement’, to comply with the laws in force, or with the order/decision of the competent Court of law or whenever it comes to knowledge of the Company, either through itself or any other means, that any of the terms is being violated or has been violated by the Pharmacist, without any prior written notice to Pharmacist.
- The Company may also terminate the agreement, because of internal circumstances or any other unavoidable reason due to which termination of terms becomes mandatory. Provided that, the Company will refund the subscription amount pro-ratedly to the eligible Subscriber of the ‘Subscription Form’.How Subscription amount is calculated?
Floor value of no. of remaining months X Cost per month paid in advance as per subscribed plan
- The eligible Subscriber is required to send a request to refund the subscription amount either through an e-mail or a letter sent to the Company. Provided that, such e-mail or letter shall be sent within 30 days following the date on which the announcement for termination is made.
The Company, nevertheless, is not liable to refund the said amount, if the such e-mail or letter, is not received by the Company within the stipulated time.
- Dispute Resolution and Arbitration
- If any dispute arises between the Pharmacist and the Company (hereinafter collectively referred to as the ‘Parties’) in relation to this Agreement, then the Parties shall meet to discuss the matter and reconcile in good faith to endeavor to resolve the matter. In the case of failure by the Parties to resolve the dispute in the manner set out above within 30 working days from the date of receipt of dispute notice sent by either Party, the Parties agree their dispute controversy or claim shall finally be settled as per Indian Arbitration and Conciliation Act, 1996.
- The arbitration proceedings shall be conducted exclusively in English language.
- The parties shall appoint one arbitrator each and the third arbitrator shall be appointed by consent of both arbitrators and the decision of the arbitrator(s) shall be final and binding upon the Parties.
- The Arbitration shall be exclusively held in New Delhi, India and each party will bear the cost of preparing and presenting its own case and the cost of arbitration shall be shared equally unless the award provides otherwise.
- Compliance with Laws/ Rules/ Regulations
- The Pharmacist understands and agrees that, the Company aims to serve its Customer, by providing genuine products and satisfactory services.
- The Pharmacist shall not sell such products, through our Website or Application, that are prohibited in India or any part thereof; the products shall not be duplicate, adulterated and shall confirm to the guidelines/notifications issued under any enactments by the Government of India or Government of State.
- The Pharmacist shall comply with the laws/rules/regulation/notification issued by Government of India under any enactments. Notwithstanding the above, the Company holds no liability if any of the sub- clauses of Clause 15 is violated by the Pharmacist.
- Governing Law and Jurisdiction
- This agreement is governed by the Laws of Republic of India and competent Court of Delhi shall have jurisdiction in the event of any conflict between the Parties to this Agreement.
By its execution hereof or by beginning to provide the Services under this agreement, the Pharmacist agrees to the provisions hereof and shall be subject to these terms and conditions. Any terms and conditions proposed by the Pharmacist inconsistent with or in addition to these terms and conditions shall be void and of no effect unless the Company specifically agrees to such terms and conditions in writing. In case of any conflict within this terms and conditions, including the Annexures, or with any document referred to herein, the provisions favorable to the Company shall prevail.
- Sub-letting or Assignment
The Pharmacist shall not use subcontractors or assign to perform any Services under these Terms of Subscription without the prior written consent of the Company.
- Entire Agreement
The terms and conditions of this Agreement constitute the entire agreement between the Company and the Pharmacist. No oral agreement or understanding or prior written agreement or document relating to the subject matter of this Agreement shall be considered part of this Agreement, and the same shall be deemed to have been superseded by this Agreement.
The terms and conditions may be amended only in writing by duly authorized representatives of the parties hereto. No waiver of any provision of this terms and conditions shall be effective unless given in writing signed by the party against whom the waiver is sought to be enforced. Neither failure to exercise, or delay in exercising, any right, power, or privilege under this Agreement will operate as a waiver hereof, nor will any single or partial exercise of any right, power, or privilege under this Agreement shall preclude any further exercise of the same or any other right, power, or privilege hereunder.
- Payment Issues
The Company shall not be responsible for the Financial Transactions between the Customers and the Pharmacist. Such transactions are subject to their mutual understanding. The Company does not hold any pecuniary liability for financial transactions.
The rights of both parties hereunder shall be in addition to their rights and remedies at law or in equity.
If any part of this Agreement is adjudged by a court of competent jurisdiction to be invalid in any circumstance, such invalidity shall not affect any other provisions or circumstances.
- Survival of Terms
The provisions of these Terms and Conditions, including without limitation those relating to indemnification and confidentiality, shall survive the expiration or termination of this Agreement to the extent necessary to provide the full benefit thereof consistent with applicable statutes of limitations.
No part of this Agreement shall be construed as limiting either party from contracting with another person(s) or entity for the same or similar services covered by this Agreement.