Terms of reference for Doctors who are part of the Circle
You join the Circle Health including the use of the Website/ Application and other applications developed, managed and operated by Alignment Health Private Limited (“Company”) are governed by the terms and conditions ("Terms") mentioned hereunder. By joining the Circle Health, accessing or using the Website, Application and Service of the Company, You agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the Application/ Website and provide Service under these Terms.
1. DEFINITIONS AND INTERPRETATION
(a) “Application/ Platform” means the technological system developed by the Company for rendering services to the subscribers of the Company health plans;
(b) “Confidential Information” includes information confidential to the Company and its group company including but not limited to Intellectual Property, technical know-how, customer information (including names addresses, contact names and addresses, telephone numbers and e-mail addresses), business plans, trade secrets, product specifications, market research, financial data and forecasts, capital strategy and capital raising activities (proposed and ongoing), business methods, marketing strategies, tenders and price sensitive information, fees, commission structure, feasibility figures and plans relating to contracts (actual and proposed), details of actual and proposed contracts, requirements of customers or prospective customers, information in respect of which the Company or its group company is bound by an obligation of confidence to any third party.
(c) Force Majeure” shall mean any cause not reasonably within the control of the party claiming force majeure including, but not limited to, accident, illness, fires, flood, storms and other damage caused by the elements, strikes, riots, explosions, governmental action (other than that related to health purchasing), acts of God, insurrection and war but does not include the financial circumstances of a party.
(d) “Medical Practitioner/ Consultant” shall mean a person registered and licensed as a medical practitioner with Indian Medical Council/ state Medical Councilor any other applicable Indian laws to provide the Medical Services.
(e) “Medical Services” means the type of medical services as specified by the Company to Medical Practitioner.
(f) “Services/ Medical Services” means the medical consultations/ advices/ treatment to be provided by the Medical Practitioner to the Subscribers;
(g) “Subscribers” means individual/ family purchases the health plan from the Company to avail medical services;
(h) Term” shall mean the period for which the Medical Practitioner is providing Services under this arrangement, unless terminated as per the Terms under this document.
2. TERMS OF ENGAGEMENT
(a) The Company engages the Consultant to provide, and the Consultant agrees to provide, Medical Services on the terms and conditions mentioned hereinafter in this Agreement.
(b) The parties agree and acknowledge that the Consultant is an independent professional and not an employee of the Company and the Company is not responsible for any legal obligations, liabilities and expenses in respect of personal taxation, worker's compensation, superannuation, leave entitlements and the like. As a result of being an independent professional nothing in this Agreement affects the Company’s legal or equitable rights of indemnity against the Consultant or either party’s rights against the other in the applicable laws. Except as specifically provided in this Agreement, neither party shall have the right nor authority to assume, create or enlarge any obligation or commitment on behalf of the other party.
(c) The engagement of the Consultant to provide Medical Services is not an exclusive arrangement. This means the Company may engage other Consultants to provide the same or similar Medical Services as the Consultant shall provide under this Agreement.
(d) The Consultant’s engagement with Company is based on the condition that, the Consultant is registered with Medical Council of India and/or State Medical Council and/or under applicable law as the case may be and there are no legal disputes which will impact his/her medical practice registration.
(e) The Consultant shall obtain, adequate Professional Indemnity Insurance Policy and other Insurance policies in relation to any causes of actions that can be initiated by any patient/ Subscriber or others relating to any negligence, act, omission or deficiency of services provided by the Consultant to the Subscriber.
3. CONSIDERATION
(a) The Company will pay the Consultant for the Medical Services provided under this Agreement in accordance with the package agreed between the Consultant and the Company.
4. TERM AND TERMINATION
(a) This Agreement shall continue to be in force for the Term unless earlier terminated.
(b) Either party may terminate this Agreement at any time by giving the 2 (Two) month's prior written notice to other party.
(c) The Company and the Consultant may by written agreement terminate this Agreement at any time.
(d) Notwithstanding anything stated hereunder, this Agreement may be terminated with immediate effect upon the occurrence of any of the following events;
i. if the Consultant is in breach of any of the terms and conditions of this Agreement and/or the conduct of the Consultant is considered as detrimental to the interest of the Company or in violation of the Protocols of the Company.
ii. any information, declaration and/or representation given by the consultant is found to be incorrect, false or misleading.
iii. if any regulatory authority disqualify the Consultant from providing the medical services or on expiry of Registration certificate issued by Medical Council of India and/or State Medical Council as the case maybe and the same being not renewed within stipulated period as prescribed in terms of any specific regulation or otherwise.
(e) On termination, the Consultant will immediately give back to the Company all the properties belonging to the Company including but not limited to the Intellectual Property, correspondence, specifications, formulas, books, documents, effects, market data, cost data, drawings or records etc., as per the instructions of the Company and hand over charge to the designated representative of the Company. The Consultant agrees that failure by her/him to return the property of the Company upon termination shall be deemed to be criminal breach of trust.
5. FORCE MAJEURE
(a) If by Force Majeure a party is unable (wholly or in part) to carry out its obligations under this Agreement or is delayed in doing so that party agrees to give prompt notice of the event of Force Majeure to the other party stating the date of the occurrence of the event of Force Majeure and its nature within a period of 7 (seven) days from the date of occurrence of event.
(b) The party claiming Force Majeure agrees to use all reasonable efforts to remove the cause of it, except that no party is obliged to settle any strike, lockout or other industrial dispute on terms not acceptable to it, and from time to time as is reasonable in the circumstances give notice to the other party of those efforts and the likely timetable for resumption of its obligations under this Agreement.
(c) If a party is unable to resume its obligations under this Agreement within 3(three) months of the occurrence of an event of Force Majeure, either party by written notice of 7 (seven) days to the other may terminate or seek to vary this Agreement.
6. CONFIDENTIALITY
(a) The Consultant acknowledges that during the continuation of this Agreement, he/she will receive and have access to Confidential Information. All rights, title and interest in and to the Confidential Information shall remain the exclusive property of the Company or, where appropriate, any group company. The Consultant shall not during the continuance of this Agreement (otherwise than in the proper performance of his obligation) or at any time after the termination date, directly or indirectly use, divulge, export or communicate to any person, firm, company or other organization any Confidential Information for any purpose whatsoever and shall use his best endeavors to prevent its unauthorized publication, use or disclosure.
7. INDEMNITY
(a) The Consultant agrees to defend with counsel acceptable to the Company (or settle at the Consultant’s sole cost &expense), indemnify and hold the Company, its affiliates, assignees and each of its and their managing directors, directors, officers, partners, employees and agents (collectively, the “Indemnified Parties”) harmless from and against any and all suits, liabilities incurred, claims and proceedings by third parties relating to and/or resulting in liabilities, damages, costs, losses and expenses, including court costs and reasonable attorneys’ fees, which arise out of the performance or non-performance by Consultant pursuant to this Agreement or out of the breach of any of the terms of this Agreement.
(b) Notwithstanding anything stated above, if any authority or Courts or Tribunals or statutory authorities were to find that the Company is vicariously liable for any medical negligence of the Consultant, the Consultant agrees to indemnify the Company to the extent of any claim to which the Company may become liable including expenses to be incurred for defending any proceedings.