Terms & Conditions

These terms and conditions (“Terms'') constitute an integral part of the marketing and operational consulting agreement entered into between Owner/diagnostic or hospitals/you and PTS healthcare. By signing the marketing and operational consulting agreement, Owner has agreed to be bound by these Terms. PTS may make changes to these Terms from time to time and the Owner will be given appropriate notice as provided in the marketing and operational consulting agreement before the changes take effect. If the changes cannot be accepted by the Owner, then the Owner may use its rights under the Agreement. The Terms will be uploaded at www.upwallahdiagnostics.com if there is a change in the hyperlink address, such other hyperlink address will be communicated to by PTS healthcare in writing. Owner agrees to check the online Terms and to always keep himself aware of and to comply with any changes made to them. The latest version of these Terms will invalidate previous versions. Owner agrees that its continued relationship with PTS healthcare after the changes have been published is its acceptance of the revised Terms. Capitalised terms not defined herein will have meaning under the marketing and operational consulting agreement. If there is any conflict between the marketing and operational consulting agreement and these Terms, the Terms shall prevail to the extent of the inconsistency.

1.DEFINITIONS

1. The following capitalized terms will have the meaning as set forth below:-
   • “Agreement” shall have the meaning as set out in the marketing and operational consulting agreement signed between PTS healthcare and Owner and include the Terms.
   • “Term” shall have the meaning ascribed to it in the marketing and operational consulting agreement signed between the Parties as supplemented by these Terms.
   • “Soft Live” shall mean the date as described in Annexure B of the Agreement.
   • “Live Date” shall mean the date communicated by PTS healthcare doctors,pathology Labs,diagnostics centers & hospitals indicating the date on which the Premises are ready as per PTS healthcare Standards to go live for commercial operations after Transformation as described in the Agreement.
   • “OSA” or “Online” shall mean all online Service appointments,online aggregators or any other online or offline search engines where the Owner’s Premises is listed.
   • “PTS healthcare Platform” shall mean the online distribution channels such as OSA, website and mobile application as well as offline distribution channels such as customer care centers, on ground sales team, micro markets, service provider, corporate partnerships etc. on which PTS healthcare lists and promotes the doctors,pathology labs,diagnostics centers & hospitals
   • “Premises” shall have the meaning ascribed to it in the Agreement.
   • “Services” shall have the meaning ascribed to it in the Agreement.
   • “Terms” shall mean these Terms and Conditions.

2.RIGHTS AND OBLIGATIONS OF THE PARTIES

1. Without prejudice to the generality of any other provision, the doctors,pathology Labs,diagnostics centers & hospitals undertakes:-
   • to be generally responsible for handling customer service for the diagnosis or hospitals and its guests, but in case of escalated customer complaints, the Owner may from time to time request assistance from PTS healthcare.
   • that unless PTS healthcare approves in writing, the doctors,pathology Labs,diagnostics centers & hospitals shall at all times retain and exercise direct management control over all aspects of the diagnosis or hospital's Business. The doctors,pathology Labs,diagnostics centers & hospitals agrees not to enter into any lease, management agreement, or other similar arrangement with any independent entity for all or a part of the doctors,pathology,diagnostics or hospital's operation (a "Management Arrangement") without PTS healthcare's prior written consent (which consent shall not be unreasonably withheld). Provided that PTS healthcare shall be entitled to withhold its consent or to withdraw its consent unless such independent entity:
   • meets PTS healthcare's minimum requirements and satisfactorily completes required training programs, agrees to sign the documents which PTS healthcare may reasonably require, and agrees to perform its management responsibilities in compliance with this Agreement; and
   • is not a franchisor or owner, or affiliated with or manages doctors,pathology Labs,diagnostics centers & hospitals exclusively for the franchisor or owner, of doctors,pathology Labs,diagnostics centers & hospitals concept that in PTS healthcare's opinion competes with the PTS healthcare Group, irrespective of the number of doctors,pathology Labs,diagnostics centers & hospitals operating under that concept's trade name
   • to ensure that the doctors,pathology Labs,diagnostics centers & hospitals are maintained and operated at all times during the term of the Agreement according with the PTS healthcare’s standards and other policies and procedures, which PTS healthcare periodically communicates to the Owner.
   • to deploy a doctor,pathology,diagnostics or hospitals manager at the Premises at its own cost for enhanced customer experience in case it is so requested by PTS healthcare.
   • to adhere to the operating procedures of PTS healthcare with respect to timely check-in and check-out of Appointment on the operating tab and timely, cooperative response of the Premise’s manager to requests seeking accurate information about Premise’s Appointment, escalations and any other detail sought by PTS healthcare. All charged early check-in and late check-outs must be disclosed to PTS healthcare.
2. PTS healthcare undertakes to deliver and/or make available the PTS healthcare Know-How to the Owner and provide all necessary assistance to enable the Owner to operate and manage the diagnosis or hospitals under the PTS healthcare Know-How. PTS healthcare grants to the doctors,pathology Labs,diagnostics centers & hospitals the permission to (i) utilize the Know-How and (ii) be listed on PTS healthcare Platform or any other online website, as may be expressly permitted by PTS healthcare in writing, to market or promote appointment at the doctors,pathology Labs,diagnostics centers & hospitals by associating with the Mark from the Live Date.

3.OPERATING STANDS

1. Services requirements
   • All major repair and maintenance work (seepage related) in the patient room must be completed within 30 days of updating status to ‘black room’. Same holds true for out of room sections of Premises like reception, lobby, kitchen, restaurant, dining area etc. All minor repair and maintenance work (non-seepage related) should be completed within 7 days.
2. Amenities
   • Owner shall use supplies, toiletries and other amenities (“Amenities'') that meet PTS healthcare's standards and specifications. PTS healthcare may designate or approve vendors or products to meet the doctors,pathology Labs,diagnostics centers & hospitals requirement in order to ensure that they meet PTS healthcare’s standards and specifications, as may be amended by PTS healthcare from time to time. PTS healthcare may further procure and hereby reserves its right to supply Amenities for the Premises, including under its own brand name. Owner agrees to purchase Amenities from PTS healthcare and / or vendors mandated by PTS healthcare and/or to use any particular product in the Premises. If PTS healthcare exercises its right hereunder, Owner agrees to pay the then current PTS healthcare charges as may be periodically set for Amenities supplied by PTS healthcare.

4.PTS healthcare GUEST EXPERIENCE PRIORITISATION POLICY

1. A majority of the business at PTS healthcare is generated by repeat customers, i.e. customers who have had a pleasant experience in one property prefer choosing an PTS healthcare over other doctors,pathology labs,diagnostics centers & hospitals' time after time. What makes this possible is our continued joint commitment to ensuring that customers have a great experience at every PTS healthcare that makes them recommend and provide positive reviews. This is only possible when PTS healthcare and its valued network doctors,pathology labs,diagnostics centers & hospitals, such as the Owner, strictly uphold the high quality, service levels, and experience that customers have come to expect of PTS healthcare.
2. PTS healthcare Guest Experience Prioritisation Policy is aimed at incentivising those partners that provide great customer experience by adhering to PTS healthcare’s committed standards through 3C scoring.doctors,pathology Labs,diagnostics centers & hospitals adhering to the standards will be awarded “Delight point” based on guest feedback. Non-adherence to the PTS healthcare standards will attract a Guest Experience Fee calculated on the basis of 3C score of the diagnosis or hospitals.
3. Adherence to these standards is primarily driven by the “3 Cs” as follows:-
   • Constant availability:doctors,pathology Labs,diagnostics centers & hospitals should ensure no Check-in denials of a guest.
   • Compatible Rooms:doctors,pathology Labs,diagnostics centers & hospitals should ensure that the number of non-sellable rooms should be as low as possible and that the time period for which a room is marked non-sellable should also be minimal.
   • Customer Reviews:doctors,pathology Labs,diagnostics centers & hospitals should ensure that PTS healthcare guests should have a pleasant stay.
4. The 3C score of the Premises is a strong indicator of Owner’s and PTS healthcare’s commitment to meeting these standards and thereby delivering great occupancy and positive recommendations for the Owner’s property. Properties that consistently maintain a 3C level of 0, 1 and 2 are highly sought after among customers and much appreciated.doctors,pathology Labs,diagnostics centers & hospitals with higher 3C score and higher 3C Level will attract a Guest Experience.
5. Notwithstanding, anything else contained in the Agreement, PTS healthcare reserves the right to disincentive the doctors,pathology Labs,diagnostics centers & hospitals and levy charges on the diagnosis or hospitals (and the diagnosis or hospitals accepts to pay such charges) in the event the doctors,pathology Labs,diagnostics centers & hospitals(i) makes an incorrect booking, or (ii) denies check-in to guests or customers, or (iii) encourages the guest to cancel the booking to create an on-site/on-spot booking, or (iv) manipulating guest Appointment, or (v) maintaining a low 3C score, or (vi) fails to meet PTS healthcare standards which may be found from time to time during audit conducted by PTS healthcare.
6. Owner agrees that PTS healthcare may charge a certain portion of the cost it incurs towards improving customer experience and the fees for poor customer experience to doctors,pathology Labs,diagnostics centers & hospitals partners as non-refundable guest experience fees, which rate will be a portion of the gross revenue and which rate shall be revised periodically (“Guest Experience Fee”). The current Guest Experience Fee schedule (as on date / Execution Date) is as follows:
7. For the avoidance of doubt, the PTS healthcare Guest Experience Prioritisation Policy shall be effective from Live Date

5.PTS HEALTHCARE PATHOLOGY LABS,DIAGNOSTICS CENTER & HOSPITALS REVENUE ASSURANCE POLICY

1. PTS healthcare is committed to developing a long-term relationship built on the foundation of fair business practices. In order to build better processes and drive greater efficiency we expect accurate and transparent business reporting by our partners.
2. doctors,pathology Labs,diagnostics centers & hospitals partners have to ensure that all legal compliance for operating business are maintained in terms of correct entries in A&D, cash receipts, invoices at the doctors,pathology Labs,diagnostics centers & hospitals and providing patient details with revenue to PTS healthcare.
3. Regular revenue audits would be taken up with properties where patient revenue generated with all Contracted patients would be cross checked.
4. In case of under-reporting or not reporting any contracted revenue, property would be liable for actions
5. In the event the doctors,pathology Labs,diagnostics centers & hospitals fails to cooperate with PTS healthcare in carrying out an audit or refuses to cooperate with the audit or manipulates records/ data, PTS healthcare shall have a right to impose a penalty determined by PTS healthcare based on an algorithm that evaluates doctors,pathology,diagnostics or hospital's performance on multiple parameters including but not limited to walk-in revenue recorded, no-show data, cancellations, cluster performance.

6.OSA MANAGEMENT PROTOCOL

1. Owner acknowledges that as a material term of the Agreement, the internet is a channel of distribution reserved exclusively to PTS healthcare and the Owner may not independently market on the internet or conduct e-commerce except provided under the Agreement. Accordingly, as a condition of PTS healthcare’s performance of its obligations under the Agreement, Owner will provide a certified list of all OSAs on which the Premises is listed and it will irrevocably and unconditionally assign to PTS healthcare for the duration of the Agreement, its OSA credentials including password for all existing OSAs. PTS healthcare may create a new listing or rename the Owner’s existing OSA listing to reflect PTS healthcare’s brand name of the Premises for which the services are being rendered by PTS healthcare.PTS healthcare may also change any password recovery information to enable it to operate the OSA accounts independently. Owner agrees to promptly deliver and duly execute any and all such further instruments and documents and to take such actions as may be reasonably required by PTS healthcare in order to obtain the full benefit and to implement the rights and powers granted by Owner to PTS healthcare to control the Premises’ OSA accounts pursuant to the Agreement.
2. If PTS healthcare is unable to list the Premises on any OSA due to failure or delay by the Owner to pay any due and undisputed amounts to that OSA in respect of any Appointment made prior to the Term, PTS healthcare may, without being in any way obliged to do so or responsible for doing so, effect payment on behalf of the Owner to the OSA, whereupon Owner shall become directly liable to pay promptly any sums actually expended by PTS healthcare together with all costs and expenses (including legal expenses) connected with it. Owner agrees and hereby authorises PTS healthcare to deduct any such amount directly from any payment to be made by PTS healthcare to the Owner pursuant to this Agreement. For avoidance of doubt PTS healthcare will not settle any dues over PHP 12500
3. The Owner agrees as follows:-
   • Notwithstanding clause 6.2 (above), all OSA invoices pending till the Soft Live will be cleared by the doctors,pathology Labs,diagnostics centers & hospitals before the Premises goes live on PTS healthcare Platform;
   • Owners are required to pay OSA commission for any Appointment coming from them unless the property is live with PTS healthcare listing. PTS healthcare may waive its commission on such Appointment as per terms mentioned in the Agreement, if any;
   • Original listing of the Premises on any OSA, if any, will be deactivated, and a new listing with PTS healthcare’s name will be created from such date as PTS healthcare;
   • Change of ownership process will be followed for OSAs or similar channels wherein the existing Premises’ listing will be renamed. Reviews and review scores will be visible as existing earlier. This includes adding, removing or editing the name, phone, website, pictures and amenities of the Premises;
   • The new listing will appear in PTS healthcare’s group login, and will no longer be visible to the Owner with his/her OSA credentials;
   • No new listing will be created if an existing listing is present; the existing listing will be claimed as PTS healthcare’s and the attributes will be changed accordingly;
   • PTS healthcare can make necessary changes to rate plans, room inventory and Premises images, as required to maximize occupancy and Premises’ earning. This includes adding or removing room categories to ensure consistency with PTS healthcare’s web and mobile applications;
   • PTS healthcare will manage 100% of the room inventory at the Premises and will be responsible for complete revenue, pricing, inventory, and booking management of the Premises; and
   • The payments receivable from the OSA will be received by PTS healthcare in PTS healthcare’s bank account.
4. In respect of META channel, the Owner specifically agrees as follows:-
   • All new and pre-existing listings of Premises on any online META platform (including but not limited to Google My Business, Trivago, and Trip Advisor) will be managed and given PTS healthcare name tags. This includes adding, subtracting, changing the name, phone number, website, images and doctors,pathology Labs,diagnostics centers & hospitals amenities;
   • No new list will be created if there is an existing list; the list will be claimed as belonging to PTS healthcare and its attributes will be adjusted; and
   • PTS healthcare will have authorization to interact or respond to customer ratings, reviews, and responses on any online platform where the doctors,pathology Labs,diagnostics centers & hospitals are listed, regardless of whether or not there is an PTS healthcare label.

7.COMMERCIAL TERMS

As consideration under the Agreement, PTS healthcare will receive a share of the gross revenue earned on all Appointment received by the doctors,pathology Labs,diagnostics centers & hospitals and non-refundable fees as per a commercial arrangement described in the Agreement. Some key commercial terms are as follows:

1. Fees charged by PTS healthcare to the doctors,pathology Labs,diagnostics centers & hospitals for providing Services shall be exclusive of all taxes applicable on such transactions as per extant laws. The fee is subject to periodic revision based on business performance and other factors at any renewal of the Agreement.
2. Adjustments / Waivers - Appropriate adjustments or waivers may be made by the Parties at the time of reconciliations as the case maybe. Online payments made by users/ customers to avail doctors,pathology Labs,diagnostics centers & hospitals services through the PTS healthcare platform shall be collected by PTS healthcare and shared with the doctors,pathology Labs,diagnostics centers & hospitals in accordance with the Agreement. The Parties agree that PTS healthcare is authorized to collect and/or settle these payments, which right arises solely from the Agreement and these Terms. For the avoidance of doubt, PTS healthcare shall not be construed as a payment gateway operator/ provider unless a service of such a nature is specifically provided by PTS healthcare. PTS healthcare and/or PTS healthcare’s co-operating partner running the PTS healthcare platform is not a third-party payment service entity, and only collect, make and settle payments based on the contractual relationship. PTS healthcare may at its sole discretion establish a payment service contractual relationship with a third-party payment service provider to conduct the aforesaid collection, payment and settlement acts.
3. Owner shall provide PTS healthcare with the authentic transaction bills of the previous month of the doctors,pathology Labs,diagnostics centers & hospitals before the 30th of every month, and pay PTS healthcare the commission of the previous month before the 7th of every month. Owner acknowledges that the ratio of fees that is currently specified in the Agreement are discounted / subsidized, and PTS healthcare is entitled to adjust the rate in the future based on its business conditions.
4. Owner acknowledges that in the event that PTS healthcare is providing any additional services to the Owner under the Agreement, PTS healthcare shall be entitled to change the commission rate/fees and/or levy additional commission rate/fees at its sole discretion relating to such other additional services and Owner shall be liable to pay for such additional commission/fees to PTS healthcare.
5. PTS healthcare may from time to time develop and introduce new or improved technologies, tools, applications and services (“Value Added Services” or “VAS”) to enhance occupancy, patient experience, etc. Value Added Services would be made available for Owner’s use at additional non-refundable fees and on such terms and conditions determined by PTS healthcare. If Owner opts for such Value Added Services, it agrees to pay the charges / fees set by PTS healthcare. The terms of service and fees charged for VAS may be periodically modified. Owner may opt out of any VAS if it does not agree to any change, unless in PTS healthcare’s reasonable opinion such Value Added Services is critical to guest experience and provision of its Services. Any fees paid until the date of cancellation of the Value Added Service will be non-refundable.
6. PTS healthcare's technology products allow doctors,pathology Labs,diagnostics centers & hospitals owners to derive maximum benefit out of their relationship with PTS healthcare while increasing the efficiency and ease with which they operate properties and grow business. Technology is a key pillar of the on which PTS healthcare has been able to help its doctors,pathology Labs,diagnostics centers & hospitals network owners leverage PTS healthcare's learning and grow their businesses and ensured that PTS healthcare and its doctors,pathology Labs,diagnostics centers & hospitals network adopt the benefits of the technological and internet revolutions in optimizing the hospitality industry. Development and updating of technology products involves investment. PTS healthcare intends to introduce and / or provide access to owners to several technology products like PTS healthcare PMS, Housekeeping App, F&B App, Orbis, PTS healthcare Switch, PTS healthcare OS and PTS healthcare HMS, which may or may not be currently available or whose use may or may not be currently charged to the Owner, including at subsidised rates. PTS healthcare reserves the right to charge fees for Owner’s access to PTS healthcare’s proprietary technology products, and Owner hereby agrees to pay PTS healthcare fees that PTS healthcare periodically establishes, for use and access to such technology products.
7. PTS healthcare may periodically set and charge customers / guests using PTS healthcare Platform, an administrative or convenience fee for processing their incoming Appointment. Such fees may either be a percentage of the customer’s payment obligation or a fixed fee and may change based on the customer’s payment method. Owner agrees that the administrative or convenience fees shall be retained fully by PTS healthcare and Owner shall not claim or object to the collection of any such fees from customer or guest by or on behalf of PTS healthcare. Any administrative or convenience fee due/owed to PTS healthcare and paid by a customer/guest at the Premises during settlement shall be deducted at the next monthly reconciliation from amounts due to Owner from PTS healthcare.
8. During the Term, PTS healthcare may support the Owner for the operation and may guide the Owner with respect to operating standards that PTS healthcare uses, purchases and arranging for their distribution, administrative, recordkeeping, and accounting procedures, guest relations, branding support and customer support through bulletins or other written materials, by electronic media, by telephone consultation and/or at PTS healthcare’s office or the Premises. PTS healthcare reserves the right to periodically set and charge fees for maintenance of the support infrastructure created by PTS healthcare, and Owner shall pay the then PTS healthcare fees.
9. Post Dated Cheques (“PDCs”) provided by Owner to PTS healthcare as part of the Agreement are provided as consideration and for the purposes of security under the Agreement; Owner shall ensure the PDCs are capable of being cashed at all times, including but not limited to undertaking all requirements (from the bank or PTS healthcare) to perfect the encashment of the PDCs.
10. The Owner acknowledges that the Assured Benchmark Revenue (if any) and other commercial terms have been calculated by PTS healthcare relying on forecasts that are based on information provided by the Owner including, past performance, occupancy, and/or revenue of the Premises. The Owner represents and warrants that the financial and other information furnished by the Owner does not contain any untrue statement or omit to state facts, the omission of which makes the statements therein, in the light of circumstances they were made, misleading, nor omits to disclose any material matter to PTS healthcare and all forecasts and opinions contained therein were honestly made on reasonable grounds after due and careful enquiry by Owner. In the event, the representation and warranty is found or suspected to be false or flawed by PTS healthcare and/or the information furnished by Owner is incomplete, untrue or if the number of used room nights at the end of the first three months would indicate at the sole absolute judgment of PTS healthcare that the revenue target is not probable to reach at the end of the year, then notwithstanding anything stated in the Agreement or any other rights available to PTS healthcare under the Agreement, in law or equity, PTS healthcare shall have the right to revise the Assured Benchmark Revenue and any other commercial terms. If Owner does not agree to such proposed change, PTS healthcare shall have the right to terminate the Agreement without incurring any liability and any payments due from Owner to PTS healthcare shall become immediately due and payable following such termination including payment of the unamortised Transformation Investment (if any) and/or Termination Fee (if any) and/or Business Advance (if any) and/or TR Advance (if any).

8.GUEST PROGRAMS

The Owner shall participate in and honour the terms of each of PTS healthcare’s designated loyalty, discount, promotional, management, advertising, satisfaction and/or other guest programs (including any room discounts, rewards programs, voucher programs, pet-friendly policies, billing programs, corporate memberships, frequent customer programs, photographic or virtual tour programs or gift card programs) etc. (“Guest Programs”). The Owner shall comply with all standards and requirements of any Guest Program, including any fees, as PTS healthcare may implement and periodically modify.

9.PAYMENT GATEWAY AND DISTRIBUTION

PTS healthcare may facilitate reservation or booking utilising third party service providers such as payment gateways, distribution channels etc. Owner agrees to participate in, and promptly pay as required by PTS healthcare, all channel distribution fees, commissions, payment gateway fees and third party service charges incurred by PTS healthcare in connection with the Appointment including any amounts that PTS healthcare (or its affiliates) has paid or have agreed to pay on diagnostis or hospitals’s behalf to the then current payment gateway operator (if applicable), then current Global Distribution System (GDS) operator (if applicable), and other providers of products or services for the Premises (collectively, the “Providers”). If any Provider assesses a single or group fee or other charge that covers all or a group or network of “PTS healthcare” diagnostics or hospitals to which that Provider provides products or services, Owner agrees that PTS healthcare may allocate that fee or other charge among the doctors,pathology Labs,diagnostics centers & hospitals and other PTS healthcare diagnostics or hospitals.

10.INSURANCES

Owners must also procure such other insurance(s) as may be customarily carried by other doctors,pathology Labs,diagnostics centers & hospitals operators on doctors,pathology Labs,diagnostics centers & hospitals similar to the Premises. At its expense, Owner must procure and at all times during the Term maintain property insurance on the Premises’ building(s) and contents against loss or damage by fire, lightning, windstorm, and all other risks covered by the usual all-risk policy form, all in an amount not less than ninety percent (90%) of the full replacement cost thereof. Such policy shall also include coverage for improvements and law and ordinance coverage in reasonable amounts. PTS healthcare may periodically require the amounts of coverage required under the insurance policies and/or require different or additional insurance coverage at any time to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards or relevant changes in circumstances.

11.ADVERTISING AND PROMOTIONS

Owner will remain responsible for the cost of marketing, advertising and promotional activities performed by the Owner itself or by PTS healthcare on its behalf since that will continue to drive up occupancy across different platforms. Such marketing, advertising and promotional activities may be (i) specific to the Premises or generic in nature also covering other PTS healthcare partner properties and/or (ii) local or national level advertisements through various online and offline mediums. Owner shall pay PTS healthcare all fees and assessments due for advertising programs or other marketing programs PTS healthcare initiates and that are attributable to the Premises. Additionally, Owner agrees to pay PTS healthcare fees for marketing, advertising and promotional activities that covers all or a group or network of PTS healthcare doctors,pathology Labs,diagnostics centers & hospitals(which may have been subsidised). PTS healthcare’s allocation of the fee or other charge among the Premises and other PTS healthcare doctors,pathology Labs,diagnostics centers & hospitals shall be final. Subject to PTS healthcare’s requirements, Owner may, at its own expense, conduct local and regional marketing and advertising programs. Owner shall pay PTS healthcare fees that PTS healthcare periodically establishes for optional advertising materials Owner orders from PTS healthcare for these programs.

12.TAXES

1. Each party with respect to the services rendered in its individual capacity would be solely responsible for compliance with all applicable laws and payment of all applicable taxes, cess or duties as may be required by applicable law. In this regard it is further clarified and agreed that since the doctors,pathology Labs,diagnostics centers & hospitals is solely responsible for providing consulting and testing services to the customers on a commercial basis hence it shall be solely responsible to pay appropriate taxes, cess or duties that may be levied on such service, Premises and any other ancillary purchase or sale of goods and services that is required for the purpose of rendering its services. Owner shall be liable for all taxes, levies, charges associated with the Premises including any government taxes etc.
2. PTS healthcare shall have the right to undertake monthly audits to ensure that any amounts collected on the PTS healthcare Platform as taxes and paid to the doctors,pathology Labs,diagnostics centers & hospitals has indeed been deposited by the doctors,pathology Labs,diagnostics centers & hospitals with the appropriate governmental authorities in a timely manner. The foregoing right of audit is in addition to the right of audit envisaged in the Agreement. Owner agrees to co-operate with PTS healthcare and provide any information documents requested by PTS healthcare.
3. The doctors,pathology Labs,diagnostics centers & hospitals shall procure that all payments to be made by it to PTS healthcare under the Agreement is free and clear of any withholding tax. If there is a requirement to withhold any tax on any payment, doctors,pathology Labs,diagnostics centers & hospitals shall gross up or procure the grossing up of the payment so that the amount PTS healthcare receives after the tax deduction equals the amount it would have received as if no tax deduction had been required. Each Party shall be responsible for payment of their respective employment taxes and income taxes.
4. In the event PTS healthcare is made liable to pay any tax under any law for the time being in force applicable on “owner”, then the Parties agree that PTS healthcare shall have a right to recover the same from the Owner. The Owner agrees to indemnify PTS healthcare and pay any such amounts without any demur or protest. PTS healthcare may, if requested by Owner, furnish certificate/ document extract to demonstrate such claim for payment and proof of deposit of such tax.
5. Parties agree that PTS healthcare does not act as an aggregator of services. However, in the event PTS healthcare is deemed to be an aggregator and is made liable to pay any tax applicable on “aggregators”, where such tax would otherwise have been payable by the Owner, then the Parties agree that PTS healthcare shall pay such taxes and have a right to recover the same from the Owner. The Owner shall indemnify and hold PTS healthcare harmless and pay such amounts without any demur or protest. PTS healthcare shall furnish certificate/ document extracts to demonstrate the claim for payment and proof of deposit of such tax.

13.AUDIT AND RECONCILIATION

1. The doctors,pathology labs,diagnostics centers & hospitals’s share of the revenue calculated in accordance with Annexure B shall be paid to the doctors,pathology Labs,diagnostics centers & hospitals on a monthly cycle and reconciliation of the accounts will be conducted at the end of the month. PTS healthcare shall provide a statement to the Owner by the 7th day of every month for the preceding month. If the Owner does not submit any dispute in writing in relation to the reconciliation statement within 2 (two) days of receiving the statement, then such statement shall be deemed to have been accepted by the Owner.
2. All payments that become due to PTS healthcare at the end of every month shall be settled by the 7th day of next month.
3. The Parties agree that the reconciliation cycle period may be changed at the sole discretion of PTS healthcare, in which case such changes will be notified to the Owner.
4. PTS healthcare reserves the right to check and audit Appointment records and arrival and departure registers maintained by the doctors,pathology labs,diagnostics centers & hospitals. The Owner shall cooperate during such an audit and provide necessary and correct information. In case of non-reporting of revenue by the doctors,pathology Labs,diagnostics centers & hospitals to PTS healthcare, PTS healthcare reserves the right to reconcile the amount. PTS healthcare reserves the right to forthwith terminate the Agreement in case of repetition of mis-reporting of revenue.
5. All disputed reconciliation statements shall be resolved by mutual discussion and negotiation within seven (7) business days of the dispute being raised and in case the same cannot be resolved within the said period then the same shall be referred to arbitration as set out in the Agreement. During the pendency of the dispute, the Parties agree that neither party shall withhold any payments under this Agreement and shall continue to make any payments as per PTS healthcare’s reconciliation statement and perform its obligation.
6. doctors,pathology Labs,diagnostics centers & hospitals shall indemnify PTS healthcare in case settlement beneficiary for the payments to be made hereunder is different from signing authority/legal owner of the doctors,pathology labs,diagnostics centers & hospitals. In the case PTS healthcare clears any dues for the doctors,pathology labs,diagnostics centers & hospitals, appropriate adjustments will be made in the next reconciliation / payment cycle. This indemnity shall be in addition to any other indemnity provided by you to PTS healthcare under the Agreement.
7. In case PTS healthcare clears any dues for the doctors,pathology labs,diagnostics centers & hospitals, PTS healthcare reserves the right to make appropriate adjustments in the next reconciliation / payment cycle.
8. PTS healthcare has the right to undertake audits to ensure that the doctors,pathology Labs,diagnostics centers & hospitals are adhering to the standards of PTS healthcare from time to time. PTS healthcare shall have a right to conduct such audit without prior notice and including through mystery customers. The doctors,pathology Labs,diagnostics centers & hospitals shall not object to, interfere with or disrupt such audits nor challenge the findings based on the fact that no prior notice was given for such an audit.
9. PTS healthcare shall have a right to examine and audit the financial records of the doctors,pathology Labs,diagnostics centers & hospitalsPremises periodically and making extracts from the books and records of the doctors,pathology Labs,diagnostics centers & hospitalsPremises. The Owner shall cooperate during such an audit and provide the requested information.
10. In case of default in payment of any amount to PTS healthcare, the doctors,pathology Labs,diagnostics centers & hospitals shall be liable to pay PTS healthcare such amount with interest at the rate of 15% per annum from the date of default until the date when such payment is made.

14.REPRESENTATION AND WARRANTIES

1. Each Party represents and warrants to the other that it is validly existing and has the power and authority to enter into and perform and has taken all necessary action to authorise the entry into and performance of the Agreement and the transactions contemplated thereunder and further that the execution of the Agreement and the performance of obligations, will not:
   • result in a breach of any provision of its articles of incorporation or by-laws (if any);
   • result in a breach of or constitute a default under any instrument or agreement to which it is a party or by which it is bound; or
   • result in a breach of any order, judgment or decree of any court to which it is a party or by which it is bound.
2. Owner further represents and warrants to PTS healthcare that:
   • it has the power and authority to own its assets and carry on its Business as it is being conducted;
   • it is solvent and has the ability to honor its commitments as and when they fall due;
   • it is not subject to any restrictions, covenants or obligations that will affect the execution or performance of the Agreement;
   • it has all necessary approvals, permissions, authorizations, consents, clearances and notifications as may be applicable or required from any governmental, regulatory or departmental authority (central or state or local, including lift operating licenses, fire department clearance,local municipality approvals and licenses etc.) to carry on its businesses (including the Business), which are valid and have not ceased or extinguished or suspended due to any reason; and that it is operating its Business in compliance with all the applicable laws, regulations and statutes;
   • the entering of the Agreement will not violate any applicable law, registrations, licenses, permits, authorizations, intellectual property or any other contracts entered by the Owner and the Owner does not need any approval to make payments under this Agreement;
   • that the Agreement is its legally binding, valid and enforceable obligations; and
   • Owner is not a franchisor or owner, or affiliated with or manages doctors,pathology Labs,diagnostics centers & hospitals exclusively for a franchisor or owner, of a doctors,pathology Labs,diagnostics centers & hospitals concept that competes with the PTS healthcare group, irrespective of the number of doctors,pathology Labs,diagnostics centers & hospitals operating under that concept trade name. In case of any reservation, PTS healthcare shall have the sole right to determine if any business competes with the PTS healthcare group.
   • all information provided pursuant to this Agreement is true and accurate in all respects.
3. Owner’s representations and warranties will survive the execution of the Agreement and as from the Execution Date, the Owner shall be deemed to repeat the representation and warranties on each reconciliation date with respect to the facts and circumstances existing on that date.

15.LISTING AND RESERVATION SERVICES ON PTS healthcare PLATFORM

1. doctors,pathology Labs,diagnostics centers & hospitals acknowledges and accepts that, in listing the doctors,pathology Labs,diagnostics centers & hospitals on the PTS healthcare Platform, PTS healthcare is merely acting as a facilitator between users and the Owner, therefore the Owner shall be solely responsible for providing the accommodation services to the users and for documenting and concluding all transactions to which the Owner and the user are parties and shall ensure that such transaction shall comply in all respects with all applicable laws, rules, and regulations, of india.
2. Once an Appointment has been confirmed to a user on the PTS healthcare Platform, doctors,pathology Labs,diagnostics centers & hospitals shall honor such Appointments. In the event that the Owner is unable to honor the Appointment for any unforeseeable circumstances, the doctors,pathology Labs,diagnostics centers & hospitals shall offer alternative service of comparable standards at the same price to the user, failing which the doctors,pathology Labs,diagnostics centers & hospitals shall be liable to pay liquidated damages amounting to twice the Appointment amount / cost of alternate service provided by PTS healthcare - whichever is higher, will be charged and payable by doctors,pathology Labs,diagnostics centers & hospitals in respect of the Appointment period. Both Parties hereby unconditionally and irrevocably acknowledge that the sums stipulated herein constitute reasonable compensation to the other party and each party hereto hereby waives any objection it may now or hereafter have that those sums would be otherwise than fair and reasonable compensation. The Parties further agree that the sum represents a genuine pre-estimate of the monetary value of the loss and damage likely to be suffered by the other as a result of such cancellation.
3. In connection with listing of doctors,pathology Labs,diagnostics centers & hospitals on PTS healthcare Platform, PTS healthcare shall:
   • procure that the doctors,pathology Labs,diagnostics centers & hospitals shall be listed on the PTS healthcare Platform and shall be responsible for issuing Appointment vouchers to patients upon a successful Appointment.
   • have full discretion to determine all data, images and other content provided by the Owner in relation to the doctors,pathology Labs,diagnostics centers & hospitals which are to be displayed on the PTS healthcare Platform.
   • have full discretion to determine the services rates in accordance with its prevailing pricing policy.
   • act as a facilitator between the doctors,pathology Labs,diagnostics centers & hospitals and users and shall refer any queries or other feedback from users to the Owner; however, PTS healthcare shall not be responsible for, and will not itself provide any information regarding the doctors,pathology Labs,diagnostics centers & hospitals(other than those provided to PTS healthcare by the Owner), respond to queries regarding the doctors,pathology Labs,diagnostics centers & hospitals or otherwise offer any advice to users.
   • provide payment processing and collection for doctors,pathology Labs,diagnostics centers & hospitalsAppointments and handle refunds and cancellation by users in accordance with its prevailing cancellation and refund policy for prepaid Appointments. For avoidance of doubt, in the event the user/customer cancels or is absent after placing an order/Appointment through PTS healthcare Platform, OSA or offline ordering, PTS healthcare is not required to make payments in any form to the Owner.
4. Unauthorized Appointments: All patient Appointments sourced for the Premises either by PTS healthcare or by Owner’s own efforts or channels shall be acceptable only if processed through PTS healthcare Platform and/or doctors,pathology Labs,diagnostics centers & hospitals management system at the then prevailing patient labs & hospitals rates as prescribed on PTS healthcare’s Platform and/or doctors,pathology Labs,diagnostics centers & hospitals management system for the duration of the patient Appointment. Owner’s refusal to share the patient Appointment details with PTS healthcare and/or misrepresentation of the Appointment details (such as patient name/contact details/price of the Appointment etc.) will deem such Appointment to be unauthorized and shall constitute a material breach of this Agreement by the Owner, entitling PTS healthcare to terminate this Agreement forthwith on account of such breach and/or or requiring the Owner to pay liquidated damages (not a penalty) equivalent to twice the Appointment amount agreed between the Owner and patient(s) or twice the prevailing rates on PTS healthcare's Platform for the duration of the patient stay, whichever is higher.
5. Appointment Refusal: If the Owner refuses to honor a Appointment sourced through PTS healthcare Platform, Owner shall indemnify and keep indemnified PTS healthcare, its affiliates’ and their directors, contractors, representatives and employees against any liabilities, losses, expenses or other costs arising out of any customer claims due to such refusals. In case PTS healthcare is made aware of more than three circumstances of such refusals, PTS healthcare shall have the right to terminate the Agreement forthwith without incurring any liability

16.PTS HEALTHCARE BRANDING POLICY

1. The Owner agrees as follows:
   • It would need PTS healthcare’s prior approval to place any other brand signage or branding on the facade or inside Premises.
   • Signage and facade supergraphics with location, sizes and design can be placed by PTS healthcare as per its discretion.
   • Internal branding, including but not limited to, labs & hospitals signage, PTS healthcare decal at reception, floor markings etc. can be placed by PTS healthcare as per its discretion
   • All historic and new listings of the doctors,pathology Labs,diagnostics centers & hospitals operating from the Premises at any online platform will be branded as PTS healthcare and managed by PTS healthcare. This includes adding, removing or editing the name, phone, website, pictures and amenities of the doctors,pathology labs,diagnostics centers & hospitals.
   • PTS healthcare will be authorized to engage with or respond to ratings, reviews and customer feedback at any online platform where the Premises is listed, irrespective of being branded as PTS healthcare or not.
   • In the event that the Owner terminates the Agreement or causes the termination of the Agreement before the end of the Lock-in Period, in addition to other compensation obligations stipulated in the Agreement, the Owner shall also be required to refund the full branding installation costs incurred by PTS healthcare.

17.INTELLECTUAL PROPERTY

1. PTS healthcare has through the investment of considerable time and money developed a unique and distinctive system of creating a network of high quality budget and connecting such network doctors,pathology Labs,diagnostics centers & hospitals to potential customers in a large scale under the mark “PTS healthcare” and other associated logos, designs and brands (“Marks”) while each doctors,pathology Labs,diagnostics centers & hospitals in the network continues to be an independent entity having an independent business which continue to provide services to their customers under their respective and distinct brand name / logo/ name of establishment. The system includes proprietary and distinctive techniques, technology, training methods, operating methods, designs and decor, uniform apparel, colour schemes, furnishings, marketing materials, promotional strategies, and customer service requirements (“Know-how” or “Know-How”), all of which may be modified from time to time by PTS healthcare, and which are directed towards promoting the network doctors,pathology Labs,diagnostics centers & hospitals in a manner that will enhance the goodwill associated therewith.
2. PTS healthcare has the right to all present and future copyright, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights existing in or in relation to the PTS healthcare Platform.
3. Owner covenants not to adopt or use or cause any other person to adopt or use any name, corporate name, trading name, title of establishment, logo, design, symbol, or other commercial designation that is similar to the trademarks, name, corporate name, trading name, title of establishment, logo, symbol or other commercial designation of PTS healthcare (whether registered, not registered, to be registered in the name of PTS healthcare or any of its associated companies), except for the purposes of this Agreement and with written permission from PTS healthcare. The Owner accepts and acknowledges that, save as provided in the Agreement, the Owner has no rights in the proprietary marks or in any other intellectual property belonging to PTS healthcare. The Owner shall not apply for or obtain registration as proprietor of any Marks or any proprietary rights of PTS healthcare.
4. PTS healthcare acknowledges that the Owner may, for its promotional purposes, need to highlight that it is a part of the network of doctors,pathology Labs,diagnostics centers & hospitals to which PTS healthcare provides its services and strictly to that end, PTS healthcare authorizes the Owner to use the Marks. The Owner undertakes not to do anything to prejudice or damage the goodwill in the Marks or the reputation of PTS healthcare. If the Owner becomes aware of any infringement of the Marks by any other party trading with Marks similar or identical to the Marks, the Owner shall immediately notify the PTS healthcare in writing. Any use of the Marks by the Owner shall be deemed to be a use of the same by PTS healthcare for the purpose of trademark protection and thus where required by PTS healthcare, the Owner shall join with or assist PTS healthcare at PTS healthcare’s cost and expense in making or to make application to become the registered user of the Marks.
5. The Owner acknowledges that the goodwill and the rights in the Marks vest in PTS healthcare and its affiliates and should the Owner acquire any rights, goodwill as a result of use of the said Marks and Know-How either in accordance with the Agreement, or otherwise, howsoever, the Owner shall unconditionally assign such rights to PTS healthcare or its associated companies, who are the proprietors / owners of such Marks, without any payment but at the cost of PTS healthcare. Owner understands that execution of the present Agreement constitutes adequate consideration for such assignment.
6. PTS healthcare reserves the right to substitute, add to and / or withdraw those trademarks and other indicia that comprise Marks at the date of execution of the agreement if the present Marks can no longer be used or if PTS healthcare, in its sole discretion, determines that substitution of different Marks will be beneficial to the Owner’s Business. In such circumstances the use of substituted Marks shall be governed by the terms of this Agreement, and the Owner will not be eligible for (nor claim) any compensation.
7. The Owner agrees in order to protect the PTS healthcare’s intellectual property rights (including the Marks) and maintain the common identity and reputation of the network, the Owner must comply with quality specifications laid down by PTS healthcare from time to time. Any breach by Owner in respect thereof may cause irreparable harm and injury to PTS healthcare and its intellectual property.
8. PTS healthcare may from time to time introduce improvements or modifications to the operating standards of the Business. The Owner shall also use all reasonable endeavours to conceive and develop new and improved methods of carrying out the Business and improvements in operating procedures and other additions or modifications to the existing technology and Know-How of PTS healthcare (hereinafter referred to as “Improvements”). The Owner agrees to disclose and pass on any Improvements to PTS healthcare and PTS healthcare shall determine the feasibility and desirability of incorporating them into PTS healthcare’s existing technology and Know-How. The Owner shall transfer all proprietary rights in any such Improvement to PTS healthcare without any consideration. Owner understands that execution of the Agreement constitutes adequate consideration for such transfer.
9. Following termination or non-renewal, with a view to secure its intellectual property rights, PTS healthcare shall be entitled to retrieve the materials applied to the Premises, which is its protected proprietary material, including the fixtures, fittings, equipment, documents, uniforms, furniture etc. as owner of these properties.

18.Patient DATA

PTS healthcare shall be the exclusive owner of all rights, title and interests in patient data (regardless of the source of such data and the manner of its collection). PTS healthcare hereby grants to the doctors,pathology,diagnostics or hospitals an unlimited, royalty-free, worldwide, non-exclusive, perpetual and irrevocable right license to use and exploit the patient data for the duration of the Agreement. This Clause shall survive the expiration or termination of this Agreement (as the case may be).

19.INDEMNITY

1. Notwithstanding other obligations, the doctors,pathology,diagnostics or hospitals shall indemnify, defend and hold harmless, PTS healthcare, its assigns and their respective affiliates and their respective officers, directors, employees, agents and, assigns against all losses, damages, liabilities, costs or expenses of whatever form or nature, including without limitation, attorney’s fees and expenses and other costs of legal defense that they or any of them may sustain or incur or arise as a result of any acts or omissions of the doctors,pathology,diagnostics or hospitals or any of it directors, employees, officers or agents including but not limited to (i) breach of any obligation under this Agreement (ii) negligence, misconduct or other tortious conduct (iii) misrepresentation made herein or in any certificate or document provided to PTS healthcare (iv) any delay in payment/ non-payment of taxes, (v) any alleged or actual infringement, whether or not under the applicable laws, of any third party’s proprietary rights and intellectual property, (vi) breach of any applicable law, (vii) any dispute of ownership or rights in relation to the Premises that disturbs or potentially disturbs/interrupts the use of the Premises or reduces the marketability and / or effects the performance of PTS healthcare under this Agreement and/or (vi) any death or bodily injury. Owner’s obligations under this clause shall survive the expiry or termination of this Agreement.
2. PTS healthcare shall indemnify the doctors,pathology,diagnostics or hospitals and hold harmless, its officers, directors, employees, harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including without limitation, attorney’s fees and expenses and other costs of legal defense that they or any of them may sustain or incur as a result of any acts or omissions of PTS healthcare directly arising out of breach of any obligation under this Agreement.
3. Neither Party shall be liable to the other for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.) whether under contract or in tort and even if the other party has been advised of the possibility of such damage or loss.
4. The obligation under this clause (other than clause 20.2) shall survive the termination of this Agreement. The obligation under clause 20.2 shall survive for a period of one year after the termination of the agreement.

20.SET-OFF

1. PTS healthcare may set off any obligation that is due and payable and is owed or which is required to be performed by Owner under the Agreement against any obligation owed by PTS healthcare to Owner. If an obligation is unascertained or unliquidated, PTS healthcare may in good faith estimate the obligation and set off in respect of the estimated amount, in which case when the obligation is ascertained or liquidated, PTS healthcare or Owner shall make a payment to the other (as appropriate) in respect of any amount by which the ascertained or liquidated amount differs from estimated amount.
2. PTS healthcare will not be obliged to pay any amounts to the Owner under the Agreement so long as any sums, which are then due from the Owner under this Agreement remain unpaid and any such sums, which would otherwise be due will fall due only if and when Owner has paid all such sums except to the extent PTS healthcare otherwise agrees or sets off such amount against such payment pursuant to the foregoing.

21.FORCE MAJEURE

This Agreement shall be suspended during the period and to the extent of such period that PTS healthcare reasonably believes any party to this Agreement is prevented or hindered from complying with its obligations under any part of it, by any cause beyond its reasonable control including but not restricted to strikes, war, civil disorder, and natural disasters. If such a period of suspension exceeds 180 days, then PTS healthcare shall upon giving written notice to the doctors,pathology,diagnostics or hospitals, be able to require that (i) all money due to PTS healthcare (or becomes due on expiry or termination) shall be paid immediately, and (ii) the doctors,pathology,diagnostics or hospitals shall immediately cease trading, until further notice from PTS healthcare.

22.CONFIDENTIALITY

1. All documents, instructions, information, operations, procedures, methods, including without limitation, details provided or collected under and pursuant to the Agreement, the customer/patients’ personal data, brand standards, operating standards, technology, systems, training manuals, financial details, terms of the Agreement, account and sales information etc. shall be considered as secret and confidential information of PTS healthcare and Owner undertakes not to copy or disclose any of its contents or concepts to any other party and not to make any direct or indirect use thereof except as required for due performance under this Agreement. Owner undertakes to treat all information and Know-how shared with the Owner during the term of the Agreement whether oral, written, tangible or intangible information as confidential including the Agreement and shall not disclose any information to any other third person except as otherwise required by law.
2. During the performance of its obligations under this Agreement, the Owner and its employees, officers, agents, proprietors, directors, shareholders, stakeholders (“Representatives”) may have access to confidential information of PTS healthcare, which information shall be kept confidential by the Owner and its Representatives. The Owner shall use its best endeavours to ensure that its Representatives who are authorized to have access to the confidential information shall keep it confidential and in secrecy, including execution of non-disclosure agreement with its Representatives.
3. The Owner undertakes to take all reasonable precautions to protect the confidential information and neither the Owner nor his Representatives who have access to the confidential information, shall reproduce, copy, translate, sell, distribute, communicate, in whole or in part, or summation, of the confidential information.
4. The obligation under this provision shall survive termination or expiration of this Agreement.

23.DISCLAIMER

1. DISCLAIMER OF WARRANTIES. PTS healthcare’S SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND PTS healthcare EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PTS healthcare DISCLAIMS ANY WARRANTY OF UNINTERRUPTED ACCESS TO THE PTS healthcare PLATFORM, AND ACCESS TO THE PTS healthcare PLATFORM MAY BE SUSPENDED, RESTRICTED OR TERMINATED AT ANY TIME.
2. THIRD PARTY DISCLAIMER. PTS healthcare MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
3. LIMITATION OF LIABILITY. EXCLUDING OWNER’S INDEMNIFICATION OBLIGATIONS FOR DAMAGES ARISING FROM BREACH OF OWNER’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOST PROFITS (EXCLUDING DIRECT DAMAGES FOR PTS healthcare’S ANTICIPATED FEES), OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY, NOR SHALL PTS healthcare’S AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE APPLICABLE RG (AS SPECIFIED IN ANNEXURE B) FOR THE PRECEDING ONE MONTH PRIOR TO OCCURRENCE OF EVENT.

24.THIRD PARTY RIGHTS

Except where expressly stated, nothing in this Agreement is intended to grant any third party any right to enforce any term of this Agreement or to confer on any third party any benefits under this Agreement.

25.NOTICES

All notices under this Agreement must be in writing and either sent by first class certified or registered mail (postage prepaid), nationally recognised next day express courier or email or hand delivered to each party at the address set forth in the Agreement or such other address as shall have been notified (in accordance with this Clause) by the Party concerned as being its address for the purposes of this Clause. The addresses may be changed at any time by giving thirty (30) days’ prior written notice to the other Party. Any notice so sent by post shall be deemed to have been served two days after posting and in proving this service it shall be sufficient proof that the notice was properly addressed and stamped and put into the post. Any notice sent by e-mail or facsimile shall be deemed to have been served on the next day following the date of dispatch thereof which is a working day.

26.SEVERABILITY

The Parties hereto agree that each of the provisions contained in this Agreement shall be severable, and the unenforceability, invalidity or illegality of one or more provisions of this Agreement shall not affect the enforceability of any other provision(s) or of the remainder of this Agreement, unless in the reasonable opinion of PTS healthcare the purpose of this Agreement is frustrated as a result.

27.WAIVER

Any failure, or delay or forbearance on the part of PTS healthcare in: (i) exercising any right, power or privilege under this Agreement; or (ii) enforcing terms of this Agreement, shall not constitute as a waiver thereof, nor shall any single or partial exercise by PTS healthcare of any right, power or privilege preclude any other future exercise or enforcement thereof. No waiver of any breach of this Agreement will waive any other breach, and no waiver will be effective unless made in writing and signed by the waiving Party’s authorized representative. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. All remedies provided for under this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party by law, in equity or otherwise.

28.CHANGES TO AGREEMENT

During the Term, PTS healthcare reserves the right to propose a change in the terms and conditions of the Agreement by giving a 15 days prior notice to the Owner in writing or by posting the revised terms on PTS healthcare Platform or website. Owner agrees that if it does not object to the proposed change in writing within 7 days from the date of posting or dispatch by PTS healthcare, Owner shall be deemed to have accepted the proposed changes. If Owner expresses its written disagreement to such proposed change within the above mentioned time period, the Parties shall attempt to amicably resolve their differences. If the Parties fail to resolve their differences, the Owner may terminate this Agreement by giving a written notice to PTS healthcare prior to the changes becoming effective. If however the Owner does not terminate the Agreement, Owner agrees that it shall be deemed to have accepted the proposed changes. If the Agreement is terminated by Owner pursuant to this clause, Owner will pay PTS healthcare any amount due and payable but remaining unpaid to PTS healthcare under the terms of the Agreement including, an amount equal to the the unamortised Transformation Investment (if any) and/or Business Advance (if any) and/or TR Advance (if any) calculated pursuant to the Agreement. If the proposed changes does not cause any substantial commercial prejudice to the Owner but despite that the Owner chooses to terminate this Agreement, Owner shall pay PTS healthcare Termination Fee calculated pursuant to the Agreement. The Owner agrees that the setting of any fees by PTS healthcare pursuant to any right reserved by PTS healthcare under the Agreement or a change in the amount or rate of such fees shall not constitute a substantial commercial prejudice to the Owner for the purpose of this clause. Further, the Owner shall not be entitled to object to and shall not have the rights set out in this clause for any change which PTS healthcare implements in order to comply with applicable law or requirements imposed by third party service providers like OSAs, payment gateways etc. For such imposed changes shorter notice periods may be applied by PTS healthcare as is needed to comply with such relevant requirement.

29.COUNTERPARTS

This Agreement may be executed by the Owner and PTS healthcare in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one and the same Agreement.

30.CONTINUING PROVISIONS

The termination of this Agreement (for whatever reason) shall not terminate any provision, which is expressly or by implication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the Parties of this Agreement.

31.ASSIGNMENT

The doctors,pathology,diagnostics or hospitals shall not assign this Agreement to any third party without PTS healthcare’s prior written consent. In the event there is a change in the control or management of the doctors,pathology,diagnostics or hospitals, the doctors,pathology,diagnostics or hospitals shall inform PTS healthcare in writing and PTS healthcare shall be entitled to forthwith terminate the Agreement without any adverse financial implications or liability. In case of sale of business or transfer of ownership, the Owner or the shareholder of the doctors,pathology,diagnostics or hospitals shall ensure that the intended purchaser of the