Welcome to LYFE, the mobile and online service of Lupin Digital Health Limited (hereinafter referred to as “Lupin Digital”, or “we”, “us” or “our”). The domain name www.lyfeplus.in and mobile application ‘LYFE’ (collectively referred to as “Platform”) is owned and managed by Lupin Digital.
1. NATURE AND APPLICABILITY OF TERMS
These Standard Terms and Conditions (“T&C”) and the Doctor Onboarding Agreement (“DOA”) together constitute a binding legal agreement (“Agreement”) between the registered medical practitioner (“RMP” or “you”) and Lupin Digital in relation to the RMP Services, Lupin Services (as defined in the DOA) and RMP’s use of the Platform. Please carefully go through the Agreement as a whole before you use the RMP Services, Lupin Services or access the Platform.
2. TERMS APPLICABLE TO RMPs / RMP OBLIGATIONS
2.1 Lupin Digital enables RMPs to connect with their Patients (as defined in the DOA). The relationship between you and the Patient will be independently governed as per Applicable Laws (defined in the DOA), and as applicable to you and the Patient.
2.2 The RMP will have to promptly indicate his/her availability to accept online appointments on the Platform. Lupin Digital will accept online appointment requests based on availability as indicated on the Platform.
2.3 In case the Patient initiates the teleconsultation, the Patient’s consent is implied. However, the RMP undertakes to obtain explicit consent if he/she or a caregiver initiates the online consultation on behalf of a Patient. Such explicit consent may be recorded through the Platform.
The RMP shall:
2.4 on and from the Effective Date, provide the Services more broadly described in the scope of work set out in the DOA, diligently and in a professional manner and in accordance with the terms and conditions of the Agreement, Applicable Laws and guidelines and instructions issued by Lupin Digital from time to time.
2.5 not assign, license, subcontract or otherwise delegate whole or part of the RMP Services to any other person or party or otherwise transfer its rights or obligations under this Agreement without prior written consent of Lupin Digital.
2.6 Verify and duly certifies that all personal and professional information and data relating to the RMP, his/her profile, contact details including but not limited to the RMP’s registration number, PAN, bank details etc., shared, uploaded and or filled at the time of registering himself/herself on the Platform is accurate and true.
2.7 accords his/her consent to these Standard T&C by clicking on the acceptance button featuring on the login page of the Platform.
2.8 from time to time, keep the Platform informed about the development and progress of Services or any change in the RMP’s profile or contact details of the RMP on the Platform.
2.9 ensure the following:
a) notify Lupin Digital in the event of actual or likely breach of any data within 48 hours;
b) permit Lupin Digital access to all data and computer systems for inspection and audits as an when requested by it for ensuring strict adherence to its policies and guidelines;
c) not arbitrarily undertake any changes to the data protection policy or systems without Lupin’s prior written consent
2.10 undertake to abide by all Applicable Laws including but not limited to the Medical Council Regulations as modified and or updated from time to time and uphold the same professional and ethical norms and standards as applicable to traditional in-person treatment.
2.11 maintain industry standards of professional conduct in performance of their Services which shall in no event be less than the generally accepted standards adopted by Medical Council Regulations as modified and or updated from time to time and uphold the same professional and ethical norms and standards that have been traditionally followed
2.12 inform Lupin Digital of any pending or decided cases/complaint filed or initiated against himself/herself in India/abroad for medical negligence and/or medical offences.
2.13 implement and maintain appropriate administrative, physical and technical safeguards, and reasonable and appropriate security precautions to protect the Patient information, from any unauthorized use or access.
2.14 not use the Lupin Services for any unauthorized and unlawful purpose.
2.15 undertake to exercise is/her professional judgement to decide whether a telemedicine consultation is appropriate in a given situation or an in-person consultation is needed in the interest of the Patient.
2.16 undertake to use his/her professional discretion to obtain the Patient information (history/ examination findings/ investigation reports/ past records, etc.) required to exercise proper clinical judgement.
2.17 undertake to verify and confirm his/her Patient‘s identity by name, age, address, email id, phone number, registered id or any other identification as deemed appropriate, prior to the teleconsultation. Where the Patient is a minor, RMP shall undertake to initiate consultation only after confirming age of the minor Patient, and only if the minor is consulting along-with an adult whose identity should also be ascertained.
2.18 Ensure to keep track of health updates provided by the Patient/ Platform.
2.19 undertake to display the registration number accorded to him/her by the State Medical Council or Indian Medical Council, as the case may be, on prescriptions, electronic communications and receipts given to patients.
2.20 undertake to maintain all Patient records including case history, investigation reports, medical certificates, images, consent obtained from patients, prescriptions etc., as required under applicable laws. If any request is made for medical records (either by the Patient or legal authorities involved), RMP will duly acknowledge and issue the document within 72 (seventy-two) hours of such request as required under applicable laws.
2.21 for issuing an e-prescription, undertake to explicitly ask the age of the Patient and in case of any doubt, seek proof of age from the Patient.
2.22 undertake to adhere to the restrictions on medicines that can be prescribed view telemedicine as provided under applicable laws, including the Telemedicine Practice Guidelines.
2.23 make himself available for consultations at the time slots as per the Platform and in case of non-availability, shall allow the Nerve Centre (as defined in the DOA) / Patients to reschedule the teleconsultation.
2.24 maintain industry standards of professional conduct in performance of their Services which shall in no event be less than the generally accepted standards adopted by Medical Council Regulations as modified and or updated from time to time and uphold the same professional and ethical norms and standards that have been traditionally followed
2.25 coordinate with Health Care Professionals for continued care of the Patient.
2.26 exercise his/ her professional judgement in deciding whether a telemedicine consultation is appropriate in a given situation or an in-person consultation is needed in the interest of the Patient and should ensure that in case of emergency situation the Patient is asked to have an in-person consultation. Further at all times, if the Patient is keen on having an in-person consultation, the RMP shall not insist on having a teleconsultation.
2.27 not arbitrarily refuse treatment to a Patient or neglect the Patient or withdraw from the case without giving adequate notice to the Patient and intimation to Lupin Digital. RMPs must not wilfully commit an act of negligence that may deprive a Patient from necessary medical care. However, in case the Patient is suffering from an ailment which is not within the range of experience or expertise of the treating RMP, the RMP may refuse treatment and shall be free to recommend and refer the Patient to another consulting RMP or specialist or doctor, as deemed appropriate/necessary, irrespective of whether or not such specialist or doctor is or is not onboard on this Platform.
a. directly or indirectly participate in or be a party to any act of division, assignment, rebating, splitting, or refunding of any fee for medical or other treatment;
b. give, solicit, or receive any gift, gratuity, commission, or bonus in consideration of or return for the referring, recommending, or procuring of any Patient for medical or other treatment.
c. solicit patients for telemedicine through any advertisements or inducements of any kind.
2.29 not endorse any drug or product of the industry publicly.
2.30 assist and provide additional and necessary information, updates and documents as required in accordance with applicable laws for fulfilling the services under the Agreement.
2.31 not engage in any activity that interferes with or disrupts the Lupin Services or the Platform.
2.32 In addition to other prohibitions as set forth hereinabove, the RMP is prohibited from using the Platform or its content:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate Lupin Digitals’ intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.
Lupin Digital reserve the right to terminate the RMP’s use of the Service or any related website for violating any of the prohibited uses.
3.1 For the purpose herein, “Confidential Information” shall mean any confidential and proprietary information created, developed, collected, generated, shared or disclosed by either a Patient, the Nerve Centre representatives, the RMP, the Health Care Professionals and or information of Lupin Digital, that is by its nature confidential or designated by a Party to be confidential and includes but is not limited information relating to the Patient’s health. Confidential Information of Lupin Digital’s shall include its business, financial and marketing plans and projections, human resources, logistics, intellectual property, Lupin Digital lists, Lupin Digital profiles, business operations, procurement requirements, forecasts, technical or commercial information, designs, data, plans, protocols, policies, statistics and reports, methodologies. For the purpose herein, the Agreement, the Services, the work products, material and deliverables created and or generated and a compilation of the same shall also be deemed to be Confidential Information under these Terms and Conditions.
3.2 RMP agrees and undertakes that he shall:
a) Hold the Confidential Information in strict confidence in accordance with the provisions hereof, and the Applicable Laws.
b) Not, without the prior written consent of Lupin Digital, disclose any Confidential Information to any third party, agent or affiliate, whether directly or indirectly, for any purpose whatsoever, except as expressly permitted under the Agreement.
c) Not use the Confidential Information, whether directly or indirectly, for any purpose(s) whatsoever, except as expressly permitted under the Agreement.
d) Protect the Confidential Information by using the highest degree of care and highest security precautions, to prevent the unauthorized use, dissemination, or publication of the Confidential Information.
e) Take all necessary actions to impose the Confidentiality obligations on all his/her employees, agents and/ or any other persons who work for the RMP or are under its direct or indirect control and direction and who shall have access to such Confidential Information. In any event, the RMP shall be responsible for any breach of the terms of the Agreement by any of its employees, agents and/ or any other persons who work for the party RMP.
f) Return all originals, copies, reproductions and summaries of Confidential Information of Lupin Digital in its control as and when requested by Lupin Digital or as per the terms of the Agreement.
g) Not make, use, sell, offer for sale, or have made, any product or service based upon the Confidential Information provided to it under the Agreement without the prior written permission from Lupin Digital.
4. REPRESENTATIONS AND WARRANTIES
4.1 In addition to the representations and warranties in the DOA, the RMPs represent and warrant that:
a) The RMP is abiding and shall abide by Applicable Laws, including those framed under the Indian Medical Council Act, 1956, the National Medical Commission Act, 2019, the Information Technology Act, 2008 and related laws.
b) The RMP is licensed, registered, or qualified under applicable laws to provide RMP Services mentioned in the DOA, and no regulations or other obligations prohibit it from providing such services;
c) The RMP and or his representatives have not and will not in the future directly or indirectly offer or pay, or authorize the offer or payment, of any money or anything of value in an effort to influence any Patients, government officials or any other person in order for Lupin Digital to improperly obtain or retain business or to gain an improper business advantage, and, has not accepted, and will not accept in the future, such a payment;
d) The RMP nor his representatives or employees or any persons acting under the control of the RMP shall not at any time infringe any intellectual property rights vested with Lupin and or any third-party intellectual property rights or proprietary rights whatsoever;
e) The Services shall be free and clear of all charges, claims, encumbrances, liens and or other restrictions;
f) That the RMP Services shall be rendered with all due skill, care, promptness and diligence and executed in a professional manner and the RMP shall discharge his/her obligations hereunder with all due skill, care and diligence, including but not limited to good industry practice.
g) The services under the Agreement and the use of any of the RMP’s own tools, process or methodologies adopted or implemented in performing the services does not and shall not infringe or violate or interfere with any intellectual property rights and or proprietary rights and or any other rights available to or vested in any third party(ies) or constitute a misappropriation of the trade secrets or other intellectual property rights including the copyright of any third party.
5. LUPIN OBLIGATIONS
Lupin Digital shall:
5.1 on and from the Effective Date, provide Lupin Services more broadly described in the scope of work set out in Annexure B-1 to this DOA, diligently and in a professional manner and in accordance with the terms and conditions of the Agreement and Applicable Laws.
5.2 give prior intimation to the RMP in case of technical maintenance, downtime or such other eventualities with respect to the Platform.
5.3 regularly notify and update the vitals, as also the health records of the Patients.
5.4 assist the Patients on alerts and offer its services (excluding any form of medical advice) such as arranging for an ambulance to be dispatched if requested for, by the Patient.
5.5 adhere to the required data protection standards and ensure that the medical records are not accessible to persons other than the RMP, Nerve Centre and Lupin Health Professionals, or any other person authorized on their behalf.
6.1 If either Party commits breach of any of the terms and conditions of this DOA as well as the Standard T&C (together constituting the “Agreement”), then the non-breaching Party shall, within 7 (seven) days from the occurrence of the breach, serve written notice of such breach (hereinafter referred to as the “Breach Notice”) upon the breaching Party specifying the exact nature of the breach and calling upon the breaching Party to remedy / cure the breach complained of in the Breach Notice, within 15 (fifteen) days from receipt by the breaching Party of the Breach Notice. If upon receipt of such notice from the non-breaching Party, the breaching Party does not cure the breach or refuses, neglects or otherwise fails to remedy the breach within 15 (fifteen) days, then the non-breaching Party shall be entitled to forthwith terminate this Agreement, without prejudice to any other right, remedy or relief available to it at law or in equity.
6.2 Lupin Digital shall be entitled to terminate the Agreement, as a whole or in respect to any specific task or assignment, without cause, by serving upon the RMP a written notice of termination of at least 30 (thirty) days prior to termination. In the event of any such termination, Lupin Digital shall not be liable to pay any RMP fees.
6.3 Without prejudice to the foregoing and in addition to the right of termination available hereunder, Lupin Digital shall also be entitled to terminate the Agreement forthwith, without giving any notice to RMP, in the event (i) RMP commits breach of the confidentiality clause as provided in the Standard T&C; or (ii) Lupin Digital reasonably believes that performance of RMP Services proves, or would prove to be detrimental to its interests; or (iii) RMP pledges the credit of Lupin Digital and or attempts to impose any contractual obligations upon Lupin Digital or conducts himself or herself in such manner as would create or inflict increased burden upon Lupin Digital; or (iv) RMP assigns / purports to assign the burden or benefits of this Agreement to any third party(ies) without obtaining prior written consent of Lupin Digital; or (v) Lupin Digital is of the opinion that either of the following acts have been committed by the RMP and no reasonable justification is provided upon asked:
a) Records: Non-maintenance of medical records as required to be maintained and retained by the RMP under Medical Council regulations as modified and or updated from time to time failure to provide records requested for, within 72 (seventy-two) hours of a request.
b) Registration Number: Failure to disclose registration number in clinic, prescriptions, certificate etc. Conviction: Conviction by a court of law for offences involving moral turpitude/criminal acts.
c) Misleading Document: Any certificate, notification, report or document of a similar character given under the name and authority of a practitioner as required under law (for use in courts or administrative purposes etc) which is untrue, misleading or improper.
d) Steroids: Prescribing steroids/psychotropic drugs in contravention of Drugs and Cosmetics Act when there is no absolute medical indication.
e) Prohibited Drugs: Selling Schedule H and L drugs and poison in contravention of the Drugs and Cosmetics Act, 1940 and its rules to the public except to his/her Patient.
f) Confidentiality: Disclosing secrets of a Patient that have been learnt in the exercise of his/her profession, except in a court of law under orders of the presiding Judge, in circumstances where there is a serious and identified risk to a specific person and/or community, and notifiable diseases.
g) Religious Discrimination: Refusing, on religious grounds alone, medical assistance in or conduct of sterility, birth control, circumcision and medical termination of pregnancy when there is medical indication, unless the RMP feels himself/herself incompetent to do so.
h) Publishing Patient Identity: Publishing photographs or case reports of patients without their permission, in any medical or other journal in a manner by which their identity could be made out. However, consent will not be required if the identity is not disclosed.
i) Agents: Using agents for procuring patients.
j) Specialist: Falsely claiming to be a specialist in a particular branch. Instances of offences and professional misconduct listed under the Medical Council Regulations as modified and or updated from time to time is not exhaustive. Medical Council of India and or the State Medical Councils (or such other duly constituted body, as the case maybe) may consider and deal with any other form of professional misconduct it deems fit on the part of an RMP. Every care should be taken that the code is not violated in letter or spirit.
6.4 Upon expiry or early termination of the Agreement,
a) the RMP shall forthwith handover to Lupin Digital all Confidential Information and proprietary information of Lupin Digital and/or copies of reports or data generated or otherwise provided by Lupin Digital during the performance of RMP Services.
b) all rights and obligations between the Parties arising from or in connection with the Agreement shall immediately terminate, except: any obligation that matured prior to the effective date of the termination or expiration;
6.5 Any other provision which, by its terms, is understood to survive the termination or expiration of this Agreement.
7. INDEMNITY AND LIMITS ON LIABILITY
7.1 Each Party shall indemnify, defend, hold harmless and keep indemnified the other Party including but not limited to its employees, from and against damages, loss, liabilities, cost and expenses arising due to any and all third party claims due to (i) breach of any of the representations warranties, covenants and terms and conditions of the Agreement; or (ii) non-compliance of any applicable laws and regulations, (iii) any act or omission or negligence, default, fraud or fraudulent acts, wrongful or misconduct on its part or its/his/her employees during performance of Services pursuant to the Agreement.
7.2 NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE THE LIABILITY OF EACH PARTY FOR DEATH OF PERSONAL INJURY CAUSED BY ITS OWN NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR MISCONDUCT OR ANY OTHER LIABILITY, THE LIMITATION OR EXCLUSION OF WHICH IS PROHIBITED BY LAW.
8. TITLE AND OWNERSHIP
8.1 Lupin Digital shall have exclusive and undisputed ownership or proprietary rights and all other rights, title and interest including any and every intellectual property rights in and to the Platform, assignments/ deliverables under the RMP/Lupin Services, data, documents, materials, results, reports and or any substances generated, created, arising out of or in relation to the Services and or by virtue of this Agreement, except any personally identifiable information.
8.2 The RMP agrees and acknowledges that the RMP shall in the process of creation and development of any of the deliverables and or providing the Services under and pursuant to this Agreement shall at all times ensure that he is in compliance with all applicable laws, and shall consult with the representatives of Nerve Centre and obtain appropriate sign-offs if required as also shall promptly advise Nerve Centre of any and all requirements or permission needed to ensure that Lupin Digital’s rights are protected at all times.
9. FORCE MAJEURE
9.1 If either Party is unable to perform its obligations under the Agreement due to a force majeure event, the affected Party shall promptly notify the other Party and will be excused from the performance of its obligations under this Agreement for as long as such event continues, provided that if any such force majeure event, continues for a period of 3 (three) months or more, the Party not affected by the Force Majeure event, shall have the right to terminate this Agreement by issuing a prior written notice to the affected Party. Both Parties agrees to use all reasonable efforts to ensure continued performance of this Agreement. For the purpose herein, Force Majeure event shall mean all events which are beyond the control of the parties to this Agreement, which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by either of the Parties. Such events shall include epidemic, pandemics, earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general international commercial practice.
10. COMPLIANCE WITH LAWS
10.1 The Parties shall perform their obligations under this Agreement in strict compliance with all laws, rules, regulations, notifications, and guidelines as may be applicable to them from time to time and any or all of the right and obligation contained hereunder shall always be subject to such laws, rules, regulations, notifications and guidelines. Either Party shall use every reasonable means to protect, preserve and secure the interest and person of the other Party and shall not subject each other to public ridicule, adverse publicity and derogatory treatment during the subsistence of this Agreement
10.2 RMP acknowledges and confirms that it has read and is familiar with all applicable anti-corruption laws. RMP warrants and represents that its employees, agents, staff or external representatives (“Associated Persons”), if any, who are involved in assisting the RMP in performing Services under this Agreement, have not and will in future not violate any applicable anti-corruption laws. Further, the RMP agrees to immediately notify Lupin Digital and any other relevant party/statutory authority, upon the discovery of any act or behavior that may potentially violate anti-corruption laws.
10.3 Compliance And Business Ethics: In the event that Lupin Digital has at any time during the term of this Agreement reasonable cause to believe that the RMP or the Associated Persons is/ are in breach of any of the provisions of this clause, Lupin Digital may in its sole discretion suspend performance of this Agreement, in whole or part, or terminate this Agreement with immediate effect by the service of written notice on the RMP. The RMP shall not be entitled to claim any amount or compensation from Lupin Digital as a result of such suspension or termination of this Agreement.
10.4 The RMP shall at all times maintain all records relating to the RMP Services, together with all supporting or underlying documents and materials. The RMP shall upon 15 (fifteen) days, or such reasonable advance notice provided by Lupin Digital, make such records, documents and materials available for inspection and audit, to assess whether the RMP Services are in conformity with the Agreement and with Lupin Digital’s standards, policies and procedures. Such audits may be performed by employees of Lupin Digital or competent external representative(s) engaged by Lupin Digital.
11.1 In the Agreement, unless the contrary intention appears:
a) A statute or a provision of a statute shall be construed as a reference to that statute or provisions, as extended, modified, amended, or re-enacted from time to time;
b) A clause includes all its sub clauses; if any;
c) clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;
d) words in the singular number include the plural and vice versa; and
e) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
11.2 All notices required or permitted to be given under any of the provisions of this T&C and the DOA shall be in writing either through registered mail or certified post with acknowledgement. The notice aforementioned shall be given at the addresses mentioned above.
11.3 The terms constitute only a part of the Agreement, the other part being the DOA as executed between the individual RMP and Lupin Digital, and the understanding between the Parties hereto regarding the subject matter hereof is that the DOA and this T&C (“the Agreement”) supersede, cancel, and replace all or any previous agreements, writings, or understandings made in this regard between the Parties.
11.4 Except as otherwise expressly provided herein, neither these terms nor any provision hereof may be amended or waived, except by a written instrument signed by the Parties hereto through their authorized signatories.
11.5 In the event that any of the provisions of this document are found to be void, but would be valid if some part thereof was deleted or the scope, period or area of application were reduced, then such provision shall apply with the deletion of such words or such reduction of scope, period or area of application as may be required to make such provisions valid and effective; provided however, that on the revocation, removal or diminution of the law or provisions, as the case may be, by virtue of which such provisions contained in this document were limited as provided hereinabove, the original provisions would stand renewed and be effective to their original extent, as if they had not been limited by the law or provisions revoked. Notwithstanding the limitation of this provision by any law for the time being in force, the Parties undertake to, always observe and be bound by the spirit of the Agreement.
11.6 No waiver, express or implied, by any Party of any rights hereunder, or of any failure to perform, shall be a continuing waiver or constitute or be deemed to constitute a waiver of any other right hereunder or of any claim or remedies available in law in respect of any other breach hereof by the other Party whether of similar or dissimilar nature.
11.7 The Agreement is not intended to create, nor should it be construed as creating, an agency, joint venture, partnership, or employer-employee relationship between the Parties. Each Party shall act solely as an independent contractor and shall have no right to write letters under the name of the other Party or to represent that such other Party is in any way responsible for any acts or omissions of such Party.