Terms and Conditions | Support Elders

Terms and Conditions

MEMBER TERMS AND CONDITIONS

  1. DEFINITIONS AND INTERPRETATION
    1. Definitions

      In this member terms and conditions ("MTC") (including the Schedules hereto), except where the context otherwise requires, the following terms shall have the following meanings:

      "Advance Amount" shall have the meaning ascribed to it in Schedule II;

      "Applicable Laws" shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Competent Authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation having the force of law of any of the foregoing by any Competent Authority having jurisdiction over the matter in question, in effect at the relevant time;

      "Wellbeing" means Wellbeing services provided by the Company, in association with Woodlands Multispeciality Hospital Limited, as one of the Services and as more particularly described in Schedule I herein;

      "Active Ageing" means Active Ageing services provided by the Company, in association with 60+ Clinic, as one of the Services and as more particularly described in Schedule I herein;

      "Company" shall mean Support Elders Private Limited;

      "Competent Authority" means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity exercising powers conferred on it by the force of law;

      "Confidential Information" shall mean all information which is obtained/received during the Term, including but not limited to the terms and conditions specified herein and all information concerning a party’s business transactions, technical and operational information and financial arrangements, whether or not such information has any commercial value;

      "CS" means counselling services provided by the Company as one of the Services and as more particularly described in Schedule I herein;

      "Effective Date" shall have the meaning ascribed to it in Paragraph 3.3;

      "Force Majeure" means any event which is outside the reasonable control of the party affected by such event impairing such party’s ability to perform any of its obligations (other than payment obligations) hereunder, including, but not limited to Acts of God, fire, flood, lightning, war, revolution, act of terrorism, riot or civil commotion or other disturbance caused due to law and order/political/communal problems, epidemic, quarantine, governmental orders, prohibition, embargo, legislations, ordinances and enactments, notifications, rules and regulations, strikes, lock-outs or other industrial action, whether of the affected party's own employees or others, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services;

      "IFS" means assistance for independent functioning in society services provided by the Company as one of the Services and as more particularly described in Schedule I herein

      "Lock-in Period" shall mean a period of 3 (three) months from the date of initiation of Services by the Company;

      "MEAS" means medical emergency alert services provided by the Company as one of the Services and as more particularly described in Schedule I herein;

      "Member" shall mean a Person (i) who has duly filled up and submitted an enrolment form or (ii) on whose behalf an enrolment form has been duly filled up by a Sponsor, for availing any of the Services, and which enrolment form has been accepted by the Company in accordance with this MTC;

      "Member Data" shall have the meaning ascribed to it in Paragraph 9.2;

      "NAC" means the Company’s national alarm centre, more particularly described in Schedule I herein;

      "Nominee" shall have the meaning ascribed to it in Paragraph 3.2.3;

      "Other Charges" shall have the meaning ascribed to it in Paragraph 4.1.2;

      "Paragraph" shall mean a paragraph of this MTC;

      "Security Deposit" shall have the meaning ascribed to it in Schedule II;

      "Services" shall mean the services specified in Schedule I herein;

      "Service Fee(s)" shall mean collectively the Subscription Amount and the Other Charges;

      "Sponsor" shall mean a Person who submits an enrolment form on behalf of a Member and makes payment of Service Fees for Services availed by such Member;

      "Subscription Amount" shall have the meaning ascribed to it in Paragraph 4.1.1;

      "Registration Charges" shall have the meaning ascribed to it in Paragraph 4.1.3;

      "Term" shall have the meaning ascribed to it in Paragraph 2.2;

      "TSC" means the silver circle - u3a eastern zone services provided by the Company as one of the Services and as more particularly described in Schedule I herein;

    2. Interpretation

      In construing this MTC:

      1. unless the context otherwise requires, words importing the singular shall include the plural and vice versa;
      2. paragraph headings are for reference only and shall not affect the construction or interpretation of this MTC;
      3. references to paragraphs and schedules are references to Paragraphs and Schedules of and to this MTC;
      4. unless otherwise stated specifically, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends, and if the day on which the period ends is not a working day, then such period shall stand extended to the next working day;
      5. any reference to statutory provisions shall be construed as meaning and including references to any amendment or re-enactment thereof (whether before or after the Effective Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions;
      6. The schedules to this MTC shall be deemed to be incorporated in and shall form an integral part of this MTC;
      7. the terms "herein", "hereof", "hereto", "hereunder" and words of similar purport refer to this MTC as a whole;
      8. reference to any agreement, contract, document or arrangement or to any provision thereof shall include references to any such agreement, contract, document or arrangement as it may, after the date hereof, from time to time, be amended or supplemented. For the avoidance of doubt, a document shall be construed as amended or modified only if such amendment or modification is executed in compliance with the provisions of such document(s);
      9. the expression "this Paragraph" shall, unless followed by reference to a specific provision, be deemed to refer to the whole Paragraph (not merely the sub-Paragraph or other provision) in which the expression occurs;
      10. reference to the word "include" or "including" shall be construed without limitation;
      11. the word "Person" shall mean any individual, partnership, firm, corporation, body corporate, joint venture, association, trust, unincorporated organization or other similar organization or any other entity and wherever relevant shall include their respective successors and assigns, and in case of an individual shall include his legal representatives, administrators and executors, and in case of a trust shall include the trustee or the trustees for the time being.
  2. TERM
    1. The Member or the Sponsor (as the case maybe) shall acknowledge acceptance of this MTC by signing the enrolment form of the Company or clicking on the ‘Submit’ button on the online form on the website of the Company. If for any reason, the Member or the Sponsor (as the case maybe) should fail to accept this MTC as aforementioned, any conduct by the Member and/or the Sponsor which recognizes the existence of a contract pertaining to the subject matter hereof (including, without limitation, the performance of services) shall constitute acceptance by the Member or the Sponsor (as the case maybe) of this MTC and all of its terms and conditions.
    2. This MTC shall be applicable from the date of acceptance hereof and shall be binding in full force and effect for the entire duration of provision of the Services by the Company to the Member ("Term"). Provided that, in no event, can the Member and/or the Sponsor cancel the Services prior to the Lock-in Period.
  3. PROVISION OF SERVICES
    1. With effect from the Effective Date, the Member and the Sponsor shall engage the Company and the Company shall undertake to render the Services to the Member in accordance with the terms and conditions of this MTC. The Services shall be available only in select parts of Kolkata, unless extended to other geographies at the discretion of the Company. 
    2. The Company shall provide the Member or the Sponsor (as the case maybe) with an enrolment/membership application form in order for the Member or the Sponsor (as the case maybe) to apply for the Services. The Services shall be activated by the Company only after the fulfillment of all of the following actions:
      1. The Member or the Sponsor (as the case maybe) has duly filled in and submitted such enrolment form and provided all necessary documentation to the Company, including but not limited to proof of Indian citizenship and residency in India of the Member;
      2. The Company has accepted such enrolment form and the Member’s or the Sponsor’s (as the case maybe) request for membership;
      3. The Member has duly filled in the nominee form provided to the Member, naming therein his/her next of kin/legal representative/heir ("Nominee"), which nominee form has been duly signed by both the Member and the Nominee and submitted to the Company. In case of a Sponsor, he/she or his/her legal representative/heir will be deemed to be the Nominee mandatorily and the Sponsor and the Member shall have to duly fill and submit the nominee form to the Company;
      4. The Company has accepted such nominee form; and
      5. The Member or the Sponsor (as the case maybe) has paid the Subscription Amount and the Other Charges (as applicable) to the Company in terms of Paragraph 4 (Service Fee) and Schedule II of this MTC.
    3. The Company shall activate the Services from the date ("Effective Date") on which each of the conditions listed in Paragraph 3.2 above have been fulfilled by the Member and/or the Sponsor to the satisfaction of the Company. Notwithstanding what is stated in this Paragraph 3, the Company reserves the right to accept / reject the membership application of any prospective Member at its sole and absolute discretion and the Company’s decision in this regard shall be final.
    4. The Services rendered by the Company to the Member shall be in conformity with the scope of services and service levels as specified in Schedule Ihereunder written. The Company may, at its sole discretion, amend the scope of any of the Services completely or partially, provided that the Company shall intimate the Member/Sponsor about such amendment at least 3 (three) calendar days before such amendment is scheduled to take effect.
    5. Additional terms and conditions which are applicable to the specific Services availed by the Member are provided herein in Schedule II and the Member and the Sponsor are bound by all such additional terms and conditions.
    6. The Member and the Sponsor are expected to be, and shall be deemed to be, fully aware of the Company’s terms and conditions for providing the Services (as provided in this MTC and in the Schedules herein) and the Member/Sponsor may also refer to the Company’s website for the same. The Member/Sponsor may however contact the Company contact center to seek clarifications/information regarding such terms and conditions and may request for a soft copy of the updated terms and conditions applicable to the Services being provided to such Member.
    7. The Company reserves the right to amend or update any of the terms and conditions of the Services without any prior notice to the Member or the Sponsor.
  4. SERVICE FEE
    1. In consideration for the Company’s performance of the Services as set forth in the MTC, the Member or the Sponsor (as the case maybe) shall make payment of the mutually agreed Service Fee to the Company. The Service Fee shall include collectively the following:
      1. Subscription Amount: The Member or the Sponsor (as the case maybe) shall pay the amount specified in the relevant section of the Company’s website www.supportelders.com ("Subscription Amount") to the Company through demand draft/ banker’s cheque / online payment / net banking (subject to actual realization by the Company); and
      2. Other Charges: Any other fees including security deposits/advance amounts/usage charges etc. ("Other Charges") applicable to specific Services, shall be payable by the Member or the Sponsor (as the case maybe) to the Company as specified in the relevant sections of the Company’s website www.supportelders.com. The Member or the Sponsor (as the case maybe) shall be required to pay the Other Charges to the Company through demand draft/ banker’s cheque/ online payment/ net banking (subject to actual realization by the Company).
      3. Registration Charges: The Company may charge a non-refundable registration charge for any or all the Services. Such charges will be separately mentioned at the time of enrolment into the Service. The Member willing to enrol into the Service will be required to pay the applicable registration charges at the time of enrolment into the Service.
    2. The Service Fee provided in Paragraph 4.1 herein are exclusive of all applicable taxes, which shall be payable by the Member or the Sponsor (as the case maybe) (excluding tax on income of the Company) at the prevailing rates and in accordance with Applicable Laws. All payments of Service Fee shall be made by the Member or the Sponsor (as the case maybe) in INR (Indian Rupees) only.
    3. It is hereby clarified that all payments of Service Fees shall be made by the Member or the Sponsor (as the case maybe) in advance. However, for any mutually agreed additional services being provided by the Company to the Member in the manner set forth in Paragraph 6.1 below, invoices shall be issued by the Company to the Member or the Sponsor (as the case maybe), which shall be cleared immediately at the time of delivery of the service, failing which, the Member or the Sponsor (as the case maybe) shall pay a penal interest @ 12 (twelve percent) per annum on the amounts due for the period/duration of such delay.
    4. If and to the extent that the Company’s costs are augmented by increases in minimum wages, cost of labour, cost of insurance or due to any change in any Applicable laws after the Effective Date, the Service Fees shall stand proportionately increased. Further, the Member and the Sponsor hereby acknowledge and accept that the Company shall have the right to escalate the Service Fees by 10% (ten percent) after the expiry of every 12 (twelve) months.
    5. It is hereby agreed between the parties hereto, that in the event of demise of the Member or non-payment of the Service Fee for any reason whatsoever, the Nominee will be required to make timely payment of all outstanding dues to the Company pursuant to this MTC. The Nominee, for such purposes, shall be deemed to be the Member/Sponsor and all provisions set out herein shall be applicable to the Nominee.
  5. REFUND OF SERVICE FEE
    1. In the event that during the Term, a Member expires or is rendered physically incapable of accepting the Services selected by such Member or his/her Sponsor, the provision of Services under this MTC shall be cancelled and the Company shall refund the unused Subscription Amount to the Member (or to the Sponsor or the Nominee) on a pro rata basis without any interest. Further, the Company shall refund the unused /un-appropriated Other Charges (including but not limited to the Advance Amount and the Security Deposit, as applicable) to the Member (or to the Sponsor or the Nominee) without any interest after setting-off any amounts that may be due and payable by the Member or the Sponsor (as the case maybe) to the Company.
    2. In the event that a Member or Sponsor (as the case maybe) desires to terminate/cancel the Services before expiry of the Term, but only after the Lock-in Period, the Company shall: (a) refund the unused /un-appropriated Other Charges (including but not limited to the Advance Amount and the Security Deposit, as applicable) to the Member or the Sponsor (as the case maybe) without any interest after setting off any amounts that may be due and payable by the Member or the Sponsor (as the case maybe) to the Company; and (b) be entitled to retain a portion of the Subscription Amount as cancellation charges and shall be required to refund only the remainder of the Subscription Amount depending upon the payment plan chosen by the Member or the Sponsor (as the case maybe), without any interest, in the manner provided in Schedule III.
  6. OBLIGATIONS OF THE COMPANY
    1. From time to time, the Member and/or the Sponsor may request the Company to provide services other than the Services. On receipt of such a request from the Member and/or the Sponsor, the Company may in its sole discretion supply a written quotation to the Member or the Sponsor (as the case maybe), including therein a description of the services to be provided and the fee proposed to be charged for the services by the Company. The parties shall only include such additional services that have been agreed to in writing by the parties.
    2. The Company shall have the exclusive right to determine the number, qualification, experience, categories, working time and other criteria of the personnel required for rendering any Services. The Company shall in its sole discretion select, hire, remove, assign and/or re-assign the personnel and may employ such number of personnel as the Company in its assessment deems sufficient.
    3. It is hereby clarified that the Company shall not be responsible for giving or obtaining specialist advice in areas outside its expertise (whether medical or non-medical) and shall not be held liable in any manner whatsoever where other advisers have been engaged to give the relevant advice. In the case of advice provided by other advisers, the Company will be entitled to rely upon that advice for the purposes of providing the Services. The Member and the Sponsor shall be entitled at any time to seek advice from any Person on any matter within the scope of the Services, but for the avoidance of doubt, the seeking of any such advice will be without prejudice to the payment of any fee to the Company hereunder.
  7. OBLIGATIONS OF THE MEMBER AND THE SPONSOR
    1. The Member and the Sponsor shall not at any time, directly or indirectly, contact any of the Company’s employees or staff. For all requests for Services and/or any other kind of communication with the Company, the Member and the Sponsor shall contact the Company’s contact center or use the Company’s website or any other available digital channels as may be offered by the Company to the Member and the Sponsor from time to time.
    2. During the Term, the Member and the Sponsor shall regularly provide all such information, assistance and documents to the Company, as may be reasonably required by the Company for the performance of the Services and fulfilling its obligations under this MTC.
    3. The Member and the Sponsor shall keep the Company informed of all developments (medical and non-medical) relevant to the performance of the Services by the Company.
    4. The Member and the Sponsor acknowledge that in performing the Services, the Company shall be entitled without further inquiry or investigation to rely upon the accuracy and completeness of all information and/or documents provided by the Member and/or the Sponsor.
    5. The Member and the Sponsor agree that no initiatives relevant to the Services will be taken by the Member or the Sponsor without first consulting with the Company with respect to the same.
  8. REPRESENTATIONS AND WARRANTIES AND LIMITATION OF LIABILITY
    1. Each party hereby represents and warrants to the other party that:
      1. the execution and delivery hereof and the performance of its/his/her obligations hereunder, shall not (i) conflict with or result in the breach of the terms of any other contract or commitment to which it/he/she is a party or by which it/he/she is bound, (ii) conflict with or require any consent or approval under any judgment, order, writ, decree, permit or license to which it/he/she is a party or by which it/he/she is bound or (iii) require the consent or approval of any other party to any contract, instrument or commitment to which it/he/she is a party or by which it/he/she is bound;
      2. there are no actions, suits or proceedings existing, pending or, to its/his/her knowledge, threatened against or affecting it/him/her before any Competent Authority that affect the validity or enforceability of this MTC or that would affect its/his/her ability to perform its/his/her obligations hereunder; and
      3. the obligations under this MTC are legal and valid obligations binding on it/him/her and enforceable against it/him/her in accordance with the terms hereof.
    2. The Company makes no warranties of any kind, expressed or implied, regarding the functionality of any hardware or software used in providing the Services or pertaining to the Services, but instead relies on the warranties provided by the manufacturer of each product. Further, the Company does not make, and hereby disclaims, any and all express or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage or trade practice.
    3. Limitation of Liability
      In no event shall the Company be liable to the Member, the Sponsor or any third party, for any loss of profits, loss of business, or indirect, incidental, special, consequential, exemplary or punitive damages arising out of or related to the provision of Services hereunder. Further, the Company’s liability to the Member or the Sponsor (as the case maybe) shall in no event exceed the total amount paid by Member or the Sponsor (as the case maybe) to the Company pursuant to this MTC for the Services rendered during the preceding 12 (twelve) months.
  9. CONFIDENTIALITY
    1. The parties shall not disclose, divulge and/or disseminate to any third party any Confidential Information. This obligation will not apply to Confidential Information, which is or becomes public knowledge through no fault of the parties hereto as well as Confidential Information, which the parties hereto might be required to disclose under Applicable Law or by order of any Competent Authority.
    2. The Company, however, may use services of partners and associates, and hence rely on the privacy norms followed by such partners and associates, for specific purposes like enabling geographic tracking, measurement and storage of personal information, electronic medical records for delivering services like MEAS and Wellbeing or getting the Member admitted to a hospital or getting the Member checked by a registered medical practitioner etc. for which the Company may have to share Confidential Information of the Member with such partners and associates. The Member hereby grants specific and permanent consent to the Company for sharing certain personal information of the Member including his/her medical health records and other health related data of the Member (hereinafter "Member Data")  with such partners and associates
    3. Subject to Paragraph 9.2 above, in the event any party hereto wants to disclose any Confidential Information, it shall take prior written consent of the other party and shall make only such disclosures as allowed by the other party. However, such consent shall not be required for disclosure of any Confidential Information that is already in the public domain or required by any court of law or other authorities under any Applicable Law. In such an event the disclosing party shall intimate the other party before making such disclosure.
    4. Notwithstanding anything stated herein, the Member and the Sponsor, jointly and severally:
      1. acknowledge and agree that in the course of providing the Services, the Company may use Member Data for the purposes of its own research and analytical purposes. Provided that the Company shall at all times treat such personal information of the Member as confidential and shall comply with the provisions of this Paragraph 9 in respect of such Member Data; and
      2. hereby grant to the Company, express consent to disclose such Member Data as is required to be disclosed by the Company to fulfil its obligations hereunder, on a need to know basis, as the Company may at its sole discretion deem fit.
  10. TERM AND TERMINATION
    1. Either party may cancel the provision of Services hereunder, by giving a prior written notice of 7 (seven) days to the other party.
    2. In the event that a Member or Sponsor (as the case maybe) fails to pay the Subscription Amount within the prescribed timelines of the payment plan chosen by him, the following shall automatically ensue:
      1. If the Member’s membership is for more than 12 (twelve) months, the Member or Sponsor (as the case maybe) shall get a grace period of 15 (fifteen) calendar days to honour and pay the Subscription Amount and if the Subscription Amount remains unpaid after expiry of this period, the Services shall be deemed to have been cancelled. Provided that during the aforesaid grace period, the Company shall continue to provide the Services to the Member, subject to availability of adequate amount of the Other Charges (including the Advance Amount and/or the Security Deposit, as applicable) with the Company; or
      2. If the Member’s membership is for less than 12 (twelve) months, the Services shall be deemed to have been cancelled.
    3. On expiry of the Term or earlier termination of Services hereof:
      1. The Company shall within 60 (sixty) days submit its final invoice to the Member or Sponsor (as the case maybe) setting out the total amounts due to the Company pursuant to this MTC which shall be settled in accordance with the mechanism specified in Paragraph 4 above; and
      2. The Member shall, and the Sponsor shall ensure that the Member shall, forthwith return all devices, documents and all other property of the Company, provided by the Company to the Member during the Term, as the Company may reasonably request; and
      3. All the respective obligations of the parties hereto shall cease as of the date specified in the notice of termination or on the date of actual termination of Services by the Company, whichever is earlier (except for those obligations which, by their terms, survive the expiration or termination hereof).
    4. The termination/cancellation of Services hereunder shall be without prejudice to any other rights or remedies of the parties whether under law or in equity or under this MTC.
    5. Survival
      1. Unless otherwise agreed by the parties and save as otherwise provided herein, the rights and obligations of the parties in respect of Paragraphs 1 (Definition and Interpretation), 8.2 and 8.3 (Representations and Warranties and Limitation of Liability), 9 (Confidentiality), 10.5 (Survival) and 11 (Miscellaneous) as are applicable or relevant thereto, shall continue to have effect notwithstanding the expiration of the Term or earlier termination/cancellation of Services pursuant to this MTC.
  11. MISCELLANEOUS
    1. Force Majeure
      1. Upon the happening of a Force Majeure event preventing either party from performing its respective obligations hereunder, the affected party’s obligation to perform such obligations shall be suspended during the period affected by Force Majeure. The party suffering such event will promptly notify the other party in writing and if the period of suspension lasts for longer than 3 (three) months, then the affected party may decide at any time thereafter to terminate all or any part of the Services in accordance with the provisions hereof.
    2. Notices
      1. All notices and other communications pursuant to this MTC shall be in writing and shall be deemed to be given if emailed to the parties at the addresses set forth below or to such other address as the party to whom notice is to be given may have furnished to the other parties hereto in writing in accordance herewith. Any such notice or communication shall be deemed to have been delivered and received by email, on the date sent if confirmation of receipt is received
        In the case of notice to Company:

        Attention:  Member Grievance Cell
        E mail:         writetous@supportelders.com

        In the case of notice to the Member or the Sponsor: At such address as mentioned in the enrolment form submitted by the Member or the Sponsor;

        or at such other address as the party to whom such notices, requests, demands or other communication is to be given shall have last notified the party giving the same in the manner provided in this Paragraph, but no such change of address shall be deemed to have been given until it is actually received by the party sought to be charged with the knowledge of its contents.

    3. Assignment
      1. The Member and/or the Sponsor shall not be entitled to assign, delegate or transfer all or any of its rights and responsibilities hereunder, save and except with the prior written consent of the Company.
      2. Notwithstanding anything stated herein, the Company may assign its interest or delegate or transfer all or any of its rights and responsibilities hereunder to any other entity as it may deem fit.
    4. Waiver
      1. No failure or delay by any party in exercising any claim, power, right or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any such power, right or privilege preclude any further exercise thereof or of any other power, right or privilege. Any remedy or right conferred on a party for breach of any terms or conditions of this MTC shall be in addition to and without prejudice to all other rights and remedies available to it.
    5. Entire Agreement
      1. This MTC, together with the enrolment form and the nomination form constitutes the whole agreement between the parties and supersedes any previous written or oral agreements, understandings, negotiations and discussions between the parties in relation to the matters dealt with in this MTC.
    6. Severability
      1. If any terms and conditions of this MTC is determined to be invalid or unenforceable, the remaining terms and conditions of this MTC shall nevertheless remain in place, effective and enforceable by and against the parties hereto and the invalid, illegal or unenforceable provision shall be deemed to be superseded and replaced by a valid, legal and enforceable provision which the parties mutually agree to serve the desired economic and legal purpose of the original provision as closely as possible.
    7. Costs
      1. Each party shall be responsible for bearing its own costs and expenses.
    8. Further Assurance
      1. The parties shall use their reasonable commercial efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws and regulations to consummate or implement expeditiously the transactions contemplated by, and the agreements and understanding contained in this MTC.
    9. Legal and Prior Rights
      1. All rights and remedies of the parties hereto shall be in addition to all other legal rights and remedies belonging to such parties and the same shall be deemed to be cumulative and not alternative to such legal rights and remedies aforesaid and it is hereby expressly agreed and declared by and between the parties hereto, that the determination of this MTC for any cause whatsoever shall be without prejudice to any and all rights and claims of any party hereto, which shall or may have accrued prior thereto.
    10. Independent Contractors
      1. The parties are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. The provision of Services hereunder will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
    11. Counterparts
      1. This MTC may be delivered via facsimile, electronic mail or PDF copy, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
    12. Proprietary Rights
      1. By posting messages, uploading files, inputting data, or engaging in any form of communication with the Company through any medium, the Member and the Sponsor are hereby granting to the Company an unrestricted license to use, copy, modify, adapt or document in any form any communications, information or any underlying work in which the Member and/or the Sponsor may possess proprietary rights, including but not limited to copyright rights. All the Members and the Sponsors, as users of the system are therefore deemed to have disclaimed or waived all copyright ownership rights in their messages or files, even if they contain copyright notices. The Member and the Sponsor shall have absolutely no recourse against the Company as the system provider for any alleged or actual infringement of any proprietary rights to which they may claim ownership. The use of the Company’s system by the Member and/or the Sponsor affords him/her access to many of the features of the Company’s system, but the Company’s system remains within the exclusive proprietary control of the Company. The Company or its suppliers own the intellectual property rights to any and all protectable components of its system, including but not limited to the website, computer software, the related documentation, the end-user interfaces, the name of the Company’s system, many of the individual features, and the collective works consisting of sequences of all public messages on the Company’s system. Neither the Member nor the Sponsor may reproduce any sequence of messages from the Company’s system, either electronically or in print, without the Company’s written permission. In addition, neither the Member nor the Sponsor may copy, modify, adapt, reproduce, translate, distribute, reverse engineer, decompile or dissemble any aspect of the system that the Company or its suppliers own.

SCHEDULE I

Scope of Services

  1. Medical Emergency Alert Services (MEAS)
    Through this service, the Company will offer a wearable product which will connect with the Company’s National Alarm Centre (NAC) when an emergency alarm button is activated. In case of a medical emergency, the NAC will immediately contact enlisted ambulance service providers for immediate transportation to the hospital along with a Company nominated person. The NAC will simultaneously inform the Sponsor or the Nominee (if he/she is within geographical limits of India or any such person so nominated). To avail of this service, a Security Deposit will have to be maintained with the Company for the device and an Advance Amount, to be utilised in emergency situations. The Company may be including some of its external partners to ensure end to end service to its Members, including storage of such electronic medical records, but the Company will be responsible for the delivery and arranging alternatives in case of any problems faced by the Members.
  2. Counselling Services (CS)
    This service will be offered through carefully selected, professional and qualified caregivers. They will be in regular touch with each Member and have a session with them and each session will be 1-2 hours for one day per week and will assist the Members to stay positively engaged.
  3. Wellbeing
    Support Elders Private Limited and Woodlands Multispeciality Hospital Limited together offer comprehensive support to elders. This includes medical emergency support and at-home, customised care by Support Elders Private Limited and healthcare support provided by Woodlands Multispeciality Hospital Limited. The details of such services are as mentioned in www.supportelders.com under the relevant section.assist the Members to stay positively engaged.
  4. Active Ageing
    Support Elders Private Limited and 60+ Clinic together offer comprehensive support to elders. This includes medical emergency support and at-home, customised care by Support Elders Private Limited and healthcare at home support provided by 60+ Clinic. The healthcare at home support provided by 60+ Clinic includes arranging doctor visits, trained nurses, physiotherapists, pathology tests at discounted costs, medical devices, eye care at home, dentistry at home.
  5. Assistance for Independent Functioning in Society (IFS)

    This service will help the Member to fulfil his societal duties such as:

    1. escorts for visits to post office, bank, yoga centres etc.;
    2. technology assistance: mobile phone, email, skype, internet, facebook, twitter, online shopping;
    3. escort to salon, spa, parlours;
    4. escort to diagnostics or doctor's chamber
    5. assistance in utility bill payment / utility booking;
    6. assistance in personal errands: exchanging library books, CDs, journals, laundry service, repairing electronics, reading newspapers, magazines, etc.;
    7. mobile book and movie library; and
    8. general housekeeping and household repairs.

    The Member will get scheduled services through 1 (one) visit of Company nominated persons per week for a duration not more than 1 (one) hour per visit for services like monthly utility bill payments etc. The Member can also call Company’s contact centre for a single service on adhoc basis on payment of additional service charges. The delivery of the latter two will be on a first-in-first-out basis. Adequate control measures will be put in place to ensure delivery as well as quality of service.

  6. The Silver Circle - U3A Eastern Zone (TSC)

    This service will build a platform to help improve the quality of life of elders through positive engagement and self-actualisation.

    The platform is backed by results of academic research and serve as an application of research and engagement models in gerontology. Our structured approach ensures that the journey of the member through The Silver Circle is a fruitful one. The Company may be including some of its external partners to ensure end to end service to its Members but the Company will be responsible for the delivery and arranging alternatives in case of any problems faced by the Members.

SCHEDULE II

Additional Terms and Conditions of the Services

PART A

MEAS, Wellbeing, Active Ageing, IFS, TSC and CS

  1. The Member is requested to check the Company-provided identity card of the staff visiting to provide the services.In case the staff is not carrying the Company-provided identity card, the service delivery would be considered as "not completed" and the Member should call the Company’s contact centre immediately so that the Services may be rendered subsequently as per mutual convenience.
  2. The Member authorizes the Company to investigate any incident of misbehavior faced by the Company’s staff while delivering the service and to take appropriate action as per Applicable Law.
  3. The operational hours for booking these Services are from 0900 hours to 1600 hours only for IFS and CS services.
  4. Any request for Services beyond the aforesaid operational hours is at the sole discretion of the Company.
  5. While the Company shall try to accommodate and facilitate the Services selected basis the preferred choice of the Member, any booking / request confirmation is subject to the availability of resources and the decision taken and communicated by the Company in this regard would be final.
  6. The Company may refer and facilitate the Member to engage some third party agency / personnel (as per the choice of the Member) to avail services offered by them which are beyond the scope of the Company’s services.
  7. The Company will provide best available support and help to facilitate and supervise the third party agency / personnel engaged to deliver the services selected by the Member, but the Company will in no way be responsible / liable for the delivery / quality of such services.
  8. The Member will be responsible to pay the third party agency / personnel for any such facility / services opted by the Member and the Company is in no way responsible / liable to pay such charges.
  9. The Member cannot demand the services from any unique resource/ particular person or agency.
  10. The Member shall not entertain / suggest / engage the Company’s personnel for any work / task / responsibilities beyond the Company’s schedule or working hours in lieu of cash / kind.
  11. Ad hoc requests can be made by the Member and the payment for such services will be adjusted against the advance amount maintained with the Company and in case no advance is maintained, the payment will be collected post-delivery of services by the Company’s staff.
  12. The responsibility to reach the meeting point for TSC service will be of the Member.
  13. The Company may ask for suggestions and feedback for monthly outing / get together / any other engagement in the TSC service. However the decision on scale, scope and facilities required for such Services is at the sole discretion of the Company.
  14. The Company shall make every effort possible to ensure that the TSC service is safe and comfortable for the Member, however, the Company shall not be liable for any deficiency of Service on the part of the vendors/suppliers appointed by the Company for the delivery of the Services.
  15. In case any Member falls ill or has any other medical emergency while availing of the TSC service, the Company shall strive to provide the best possible medical care and attention by a registered medical practitioner at the location and/ or at the nearest available hospital and all expenses in connection with the same would be borne by the Member/Sponsor. The Member/Sponsor commits not to hold the Company responsible or liable in any manner for any such eventuality.
  16. The Member availing TSC service shall inform the Company about any known medical history/allergy in writing, prior to the commencement of any travel and in the absence of such information, the Company shall not be liable for any consequences.
  17. By enrolling to the TSC service, the Member and the Sponsor confirm that the Member is physically and mentally fit for the Services. The Company accepts the Member’s and the Sponsor’s declaration in good faith and the Member will intimate the company of any change in status in writing.
  18. The Member can accumulate each type of eligible free visits by Woodlands Multispeciality Hospital Limited staff, as per the plan subscribed, till 12 (twelve) such visits. After such 12 (twelve) visits, no accumulation will be allowed and such eligible free visits will lapse immediately on termination of services to the Member. Eligible health check packages being offered by Woodlands Multispeciality Hospital Limied will also lapse once that specific subscription period is over.
  19. The Member can cancel / reschedule any fixed appointment confirmed by the Company within a period of 24 (twenty four) hours as per following rules:
    1. Cancellation of service an hour prior to the scheduled time: no charges billed and the Member can reschedule the service.
    2. Cancellation of service less than an hour before scheduled time: will not be considered and the Member will be billed for the entire scheduled period.
    3. Cancellation of Ad hoc Services: The Member can cancel any ad hoc request made as provided below:
      1. Cancellation more than 24 hours before scheduled time:  no charges billed and the Member can reschedule the service.
      2. Cancellation an hour before scheduled time:  the Member is assured of services on any alternative date and the Member will be charged a cancellation fee of INR (Indian Rupees) 100/- (one hundred) only.
      3. Cancellation less than an hour before scheduled time: will not be considered and the Member will be billed for the entire scheduled period.

PART B

MEAS, Wellbeing and Active Ageing

  1. A refundable and interest-free advance amount (as confirmed by the Company at the time of enrolment) ("Advance Amount") may have to be given by the Member/Sponsor to the Company to meet the ambulance charges / hospital admission deposit / charges etc. It is clarified that as and when the Company incurs any expenditure from the Advance Amount towards providing these Services, the Member/Sponsor shall be required to forthwith top –up / replenish the Advance Amount by an amount equal to the expenditure incurred by the Company.
  2. The unused Advance Amount will be refunded by the Company on the termination of the Services.
  3. A refundable and interest-free security deposit ("Security Deposit") may have to be given by the Member/Sponsor to the Company against the medical alert device issued to the Member.
  4. The Security Deposit shall be refunded by the Company on the expiry of the Term or termination of Services hereunder, provided that the medical alert device is returned in good working condition post deduction of cost of any repair work (if required).
  5. In case the medical alert device is lost / stolen / physically damaged, then the Member/Sponsor is liable to reimburse the cost of such device to the Company post adjustment of the Security Deposit.
  6. The medical alert device comes activated with a specialized SIM card from the Company’s preferred service provider which is necessary for the proper functioning of the alert services.
  7. The Member should take adequate care of the medical alert device and should not replace / remove / change / tinker with the SIM card in the device, or else the Company’s guarantee of service delivery will cease to exist and the Security Deposit may be forfeited.
  8. The actual location tracker of the medical alert device is dependent on the availability of the network of the service provider at that location. The Company will not be responsible for any inaccuracy of location due to the same.
  9. The delivery of Service is also subject to the ease of access to the Member in case of an emergency.
  10. In case the entrance to the residence/location of the Member is restricted / prohibited / blocked / locked / not permitted, the Company’s liability will cease to exist once the Company informs the local police station and / or the designated person named by the Member in the enrolment form.
  11. Till the time of "no entry" and /or "no access" to the Member, the Company’s personnel are not responsible for the delay or failure of services.
  12. Limited to the availability of information with the Company, the Company may provide medical and/or other historical details of the Member to law enforcement agencies/firefighting/ disaster management/emergency response teams/public safety and security agency and /or the hospital if so requested/required by them.
  13. In the event that the Member expires before the arrival of the Company’s personnel/at the last recognized location/or at his/her own residential premises, the Company’s personnel will inform the local police station and/or the designated person as decided by the Member in the enrolment form.
  14. In the event that the Member expires while in transit from location to the hospital selected, the Company’s personnel will get the Member admitted to the hospital identified to follow the standard procedure in accordance with the Applicable Law.
  15. The Member will have to provide the name of a nominee with a signed declaration by the nominee who will pay all the hospital / ambulance / medical test / treatment bills / fees / consultation charges / any other charges accruing due to the medical emergency.
  16. The Member will inform and update the Company on any change / addition in any kind of medical / health condition and insurance policy / coverage of the Member.
  17. The Company shall not be required to provide any upgrades / advanced versions of the medical alert device to an existing Member and a Member shall continue to use the version of the device as initially provided to him by the Company. In the event that a device provided to a Member is rendered unusable on account of mechanical or other defects and the device is required to be replaced, the Company may then provide an upgraded / advanced version of the medical alert device to the Member, subject to mutually agreed terms and conditions.  
  18. There are no obligations or liabilities on the part of Company for consequential damages arising out of or in connection with use or performance of the medical alert device or other indirect damages with respect to loss of property, revenue, or profit, or cost of removal, installation, or reinstallation.
  19. The medical alert device and its radio controls provide a reliable communications link and fill an important need in portable wireless signaling. However, there are some limitations which the Member and Sponsor hereby jointly and severally accepts and acknowledges.
  20. A receiver cannot respond to more than one transmitted signal at a time and may be blocked by radio signals that occur on or near their operating frequencies, regardless of code settings.
  21. Infrequently used radio links should be tested regularly to protect against undetected interference or fault.
  22. Company will pass on to each Member using the medical alert device a license to use the Programs in the form of a "break-the-seal" end user license agreement contained in the medical alert device program’s packages for the duration that he / she is using the medical alert device.
  23. Company from time to time issues updates on methods of usage, warnings related to the medical alert device through various communications methods or media and that will be treated as full and final information to Members and Sponsors regarding such updates..
  24. As long as the medical alert device is under his / her possession the Member or Sponsor shall not indulge in, or allow anyone to indulge in, any attempt to reverse engineer, de-compile, or in any other manner disassemble the medical alert device, and shall not, either directly or indirectly, alter, revise, enhance, customize or otherwise change or modify the medical alert device or any part thereof.
  25. The Member and the Sponsor hereby jointly and severally accept and acknowledge that there are certain limitations to the working of the medical alert device and that the MEAS and Wellbeing may not be available to the Member in certain circumstances. Such limitations and circumstances may include inter alia the following:
    1. The Member was not wearing the medical alert device;
    2. The Member pressed the emergency button but there is no mobile signal;
    3. The Member pressed the emergency button but there is no GPS signal;
    4. The Member pressed the emergency button but all agents in the NAC are busy on calls and hence no one answered the call;
    5. The Member pressed the button but SOS data is not reported to the system for any reason including due to old version of the software on the medical alert device;
    6. The Member pressed the emergency button and messages reaches the Company or its partner’s server but when the emergency notification is sent to the Company’s or its partner’s employees or care givers, there is a delay in sending the message and hence they don’t receive the message;
    7. Connectivity to partners of Company is lost due to network issues;
    8. Connection to internet is lost due to issues from the service provider end or maintenance;
    9. The Company’s partner providing ambulance services is notified of the Member’s location but the ambulance driver could not locate the house or could not identify the Member;
    10. Medical data on the Member’s account is outdated;
    11. Medical data of the Member could not be sent to the hospital or doctor due to confidentiality or any other issues with sharing data;
    12. Medical data is not transmitted from the medical alert device to the portal due to loss of connectivity;
    13. Balance of the Member’s SIM gets exhausted due to over use;
    14. Proper medicines or time for taking the medicines were not notified to the Company for creating alarms and wrong medicines or alarm time are displayed;
    15. Geo-fence is not configured on the medical alert device;
    16. Geo-fence is configured on the medical alert device, the Member pressed the emergency button but the Member could not be located; or
    17. The Member was treated wrongly at the hospital or care centre or by the registered medical practitioner where he was admitted or was referred to.
    18. The battery of the medical alert device had not adequately been charged by the Member and the device had switched off because of low battery.

      The Member and the Sponsor hereby jointly and severally agree and undertake not to raise any claims or disputes against the Company and/or its partners, including medical alert device suppliers, on the occurrence of any of the aforementioned events or on the occurrence of any events similar to the aforementioned events and further undertake to indemnify the Company and/or its partners against such claims.

  26. The Company is dependent on external partners for delivery of certain services in the MEAS, Wellbeing and Active Ageing services, particularly pertaining to the medical alert device, healthcare at home and tracking and storage of electronic medical records. In the case of termination of agreement between the Company and the external partner, the Company will endeavor to ensure uninterrupted service and availability of existing services including electronic medical records of the Member for a limited period. The Member and the Sponsor hereby jointly and severally agree and undertake not to raise any claims or disputes against the Company for any deficiency in service delivery or for any loss of data on the occurrence of the aforementioned event or on the occurrence of any event similar to the aforementioned event and further undertake to indemnify the Company against such claims.
  27. Woodlands Multispeciality Hospital Limited is solely responsible for the quality, actual delivery and consequences of all medical services as specified under Wellbeing services, as per terms specified by the Hospital for such services from time to time. Woodlands Multispeciality Hospital Limited represents and warrants that the medical support and facilities provided by it to the Members who enrol in Wellbeing shall be of good standing and quality comparable to any other leading Hospital in any of the metro cities in India. The Member and the Sponsor hereby jointly and severally agree and undertake not to raise any claims or disputes against the Company for any deficiency in service delivery and further undertake to indemnify the Company against such claims.
  28. 60+ Clinic is solely responsible for the quality, actual delivery and consequences of all medical services as offered under Active Ageing services, as per terms specified by 60+ Clinic for such services from time to time. The Member and the Sponsor hereby jointly and severally agree and undertake not to raise any claims or disputes against the Company for any deficiency in service delivery and further undertake to indemnify the Company against such claims.

SCHEDULE III

REFUND PERCENTAGE

Subscription / Payment Plan

Service usage in days

Refund % to Member (after lock-in period)

Monthly

< = 15 days

50%

> 15 days

0%

Quarterly

< = 15 days

85%

16 to 30 days

60%

31 to 60 days

25%

> 60 days

0%

Half Yearly

< = 15 days

85%

16 to 45 days

70%

46 to 90 days

45%

91 to 150 days

15%

> 150 days

0%

Annual

<= 30 days

85%

31 to 90 days

70%

91 to 180 days

45%

181 to 270 days

15%

> 270 days

0%