These Service Provider Terms and Conditions (“Terms“) govern the onboarding, access to and provision of services by service providers, partners, vendors, consultants, healthcare professionals, transport providers, diagnostics providers and other third-party service providers (“Service Providers“) through Support Elders Private Limited (“Company“) platform and service ecosystem. These Terms also govern, where applicable, the listing, supply, fulfilment, delivery, installation, support, return, replacement or other provision of products, equipment, devices, consumables or goods by such Service Providers either directly or through the Platform.

By registering, onboarding, accessing the platform, accepting service requests, providing services to Members or otherwise engaging with the Company, the Service Provider agrees to be bound by these Terms.

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires, the following terms shall have the following meanings:

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

“Confidential Information” shall mean all information obtained or received by a party in connection with these Terms or the Services, including the terms of these Terms, Member Data, information relating to Members, business transactions, operations, systems, processes, technology, pricing, technical information, financial arrangements and any other non-public information of the other party, whether disclosed orally, electronically, visually or in writing, and whether or not such information has any commercial value.

“Platform” means the website, mobile application, digital interfaces, communication systems and related infrastructure operated by the Company;

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

“Member Data” means contact details, address, bank account details, medical records, health-related information, emergency information and electronic medical records, and such other identification of or about a Member or their nominee as made available to or collected by the Service Provider in connection with these Terms or the Services.

“Platform Documents” means any onboarding requirements, operational requirements, category-specific requirements, service descriptions, policies, guidelines, instructions or communications issued by the Company from time to time;

“Products” means any medical equipment, assistive devices, wellness products, consumables, healthcare-related items, mobility aids, emergency support products or other goods that may be listed, sold, supplied, delivered, installed, supported or otherwise made available by a Service Provider either directly or through the Platform.

“Services” means any services, solutions, programmes, care pathways, supplementary solutions or offerings that are offered, facilitated, coordinated, enabled, managed or made available by the Company through its Platform from time to time, including services provided directly by the Company or through third-party service providers, as described on the Platform or otherwise communicated by the Company from time to time, and includes all activities relating to Products, including their listing, supply, delivery, fulfilment, installation, maintenance, support, replacement and return.

1.2 Interpretation

In construing these Terms:

1.2.1 unless the context otherwise requires, words importing the singular shall include the plural and vice versa;

1.2.2 clause headings are for reference only and shall not affect the construction or interpretation of these Terms;

1.2.3 unless otherwise stated, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends, and if the day on which the period ends is not a working day, then such period shall stand extended to the next working day;

1.2.4 any reference to statutory provisions shall be construed as meaning and including references to any amendment, modification or re-enactment thereof for the time being in force and to all statutory instruments, rules, regulations, notifications or orders made pursuant thereto;

1.2.5 References to Platform Documents shall include any onboarding requirements, operational requirements, category-specific requirements, service descriptions, standards, guidelines, protocols, instructions or other requirements issued by the Company from time to time;

1.2.6 the terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar import refer to these Terms as a whole;

1.2.7 reference to any agreement, contract, document, policy, guideline, protocol or arrangement or to any provision thereof shall include references to any such agreement, contract, document, policy, guideline, protocol or arrangement as it may, from time to time, be amended, modified, supplemented, replaced or updated by the Company in accordance with these Terms;

1.2.8 the expression “this Clause” shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (and not merely the sub-clause or other provision) in which the expression occurs;

1.2.9 reference to the word “include” or “including” shall be construed without limitation;

1.2.10 the word “Person” shall mean any individual, sole proprietor, partnership, limited liability partnership, company, body corporate, association, trust, institution, healthcare establishment, hospital, diagnostic centre, agency, unincorporated organisation or other entity and shall include its successors and permitted assigns;

1.2.11 references to Members, Services, Platform Documents and other documents issued by the Company shall include the same as amended, updated or replaced by the Company from time to time;

1.2.12 In the event of any conflict between these Terms and any applicable Platform Document, such Platform Document shall prevail solely with respect to the relevant Service category or subject matter, and these Terms shall prevail in all other respects.

2. Appointment and Service Delivery Models

2.1 The Company appoints the Service Provider on a non-exclusive basis to provide the Services to Members as may be requested by the Company from time to time, and the Service Provider accepts such appointment, subject to these Terms.

2.2 The Service Provider acknowledges that the Company may offer Services through one or more service delivery models, including: (a) Services managed, coordinated, administered or delivered by the Company, whether directly or through service providers engaged by the Company; and (b) Services facilitated, enabled, coordinated or arranged by the Company and rendered by independent third-party service providers (including the Service Provider) through the Platform and service ecosystem. The rights, obligations and responsibilities of the parties may vary depending on the applicable Service model and any relevant Platform Documents. The Company shall remain the primary Member-facing platform and coordination interface unless otherwise notified by the Company.

2.3 Except where expressly permitted by the Company or where the relevant Service model contemplates a direct contractual relationship between the Member and the Service Provider, the Service Provider shall not contract directly with any Member in relation to the Services and shall route all bookings, rescheduling, cancellations and complaints through the Platform or other channels specified by the Company.

2.4 The Service Provider may be engaged in one or more categories of Services, including healthcare services, diagnostics services, ambulance services, transport services, home services, wellness services, counselling services and/or the listing, supply, delivery, installation, maintenance, support or fulfilment of Products or such other Services or Products as may be made available through the Platform from time to time. The Company may prescribe and update Platform Documents from time to time, and the Service Provider shall comply with all applicable Platform Documents.

2.5 The Service Provider shall not represent itself as an employee, agent or representative of the Company, shall not make any commitment, representation, warranty or assurance on behalf of the Company and shall not have any authority to bind the Company in any manner whatsoever.

3. Onboarding, Personnel and Background Verification

3.1 Before providing any Services, the Service Provider shall complete all onboarding requirements prescribed by the Company from time to time, including submission of KYC documents, statutory registrations, declarations, and such other information or documentation as may be required by the Company.

3.2 All individuals deployed by the Service Provider (“Personnel“) must be suitably qualified, trained and experienced for the relevant category of Services; hold valid professional registrations, certifications and permits where required (e.g., for healthcare professionals, ambulance staff, diagnostic technicians); and comply with the Company’s identity card and verification protocols, including mandatory display of a valid identity card when visiting a Member’s home or interacting in person.

3.3 The Service Provider shall conduct robust background verification on all Personnel deployed in contact with Members, including identity verification, address verification, criminal record checks (to the extent permissible under Applicable Law) and employment reference checks, and shall provide evidence of the same to the Company upon request.

3.4 The Service Provider shall not subcontract, delegate or otherwise transfer the performance of any Services or the sourcing, storage, handling, supply, delivery, installation, servicing or fulfilment of any Products, in whole or in part, to any third party without the prior written consent of the Company. The Service Provider shall remain fully responsible and liable for the acts, omissions and compliance of any approved subcontractor and shall ensure that such subcontractor complies with these Terms, Applicable Laws and all applicable Platform Documents.

3.5 The Service Provider shall ensure that the Personnel: (a) comply with all behavioural standards communicated by the Company from time to time, including prohibitions on abusive, discriminatory, threatening, exploitative or otherwise inappropriate conduct; (b) do not solicit, demand or collect from any Member any payment, fee, commission, benefit or other consideration other than amounts expressly authorised by the Company or payable in accordance with the applicable Service booking; provided that Personnel may accept voluntary tips or customary tokens of appreciation of nominal value offered by a Member, provided such acceptance does not create a conflict of interest or otherwise violate Applicable Laws; and (c) limit their activities strictly to the authorised scope of work and do not perform excluded tasks, including independent medical decision-making or medical intervention, where such activities fall outside the relevant Services, and do not make any unauthorised representation regarding the quality, functionality, fitness, medical efficacy, safety, regulatory status or suitability of any Products.

4. Safeguarding, Member Interaction and Incident Reporting

4.1 Given that Members are primarily senior citizens, the Service Provider shall: (a) treat all Members with dignity, respect and patience, and avoid any behaviour that could reasonably be perceived as harassment, coercion, neglect or exploitation; (b) ensure that any physical assistance (e.g., mobility support, escorting, transfers) is performed safely and with the Member’s consent, and is within the Personnel’s competence and training; and (c) immediately escalate to the Company any observed risk of abuse, self-harm, neglect, exploitation, medical emergency or any material concern relating to a Member’s safety or wellbeing.

4.2 The Service Provider shall follow the Company’s protocols regarding: (a) identity verification and introduction at each visit; (b) recording service completion and Member feedback through the Platform; (c) access to and use of Member service history and related Member information solely to the extent necessary for providing the relevant Services; (d) respecting any specific Member instructions or limitations notified by the Company.

4.3 The Service Provider shall notify the Company’s designated contact immediately upon becoming aware of, and in any event without undue delay, any of the following: (a) any medical emergency or serious adverse event arising in the course of providing the Services; (b) any accident, fall, injury, property damage or criminal incident involving a Member or Personnel during the provision of the Services; (c) any breach or suspected breach of Member Data, Confidential Information or applicable data protection requirements; and/or (d) any regulatory inspection, inquiry, investigation or proceeding relating to the Services.

4.4 The Service Provider shall cooperate fully with the Company in investigating any incident, including providing all relevant records, CCTV footage (if available), logs and Personnel statements, and implementing remedial measures required by the Company.

4.5 The Service Provider shall not directly market, promote or offer services to any Member outside the Platform without the Company’s prior written consent.

5. Operational Requirements and Business Continuity

5.1 The Service Provider shall provide the Services in a professional, timely and diligent manner and shall comply with all applicable response timelines, service quality standards, availability requirements and operational requirements communicated by the Company from time to time.

5.2 The Service Provider shall comply with operational requirements prescribed by the Company, including: (a) use of the Platform to accept, update and close service requests; (b) adherence to the defined scope, exclusions and limitations applicable to the relevant Services; (c) compliance with designated operating hours, booking requirements and scheduling requirements, where applicable; and (d) documenting any non-completion, delay or interruption of the Services, together with the reasons therefor, in accordance with the Company’s requirements.

5.3 The Service Provider shall maintain appropriate business continuity measures to ensure continuity of critical Services and shall promptly notify the Company of any actual or anticipated disruption, including equipment failures, network issues, personnel shortages, force majeure events, law-and-order situations or other circumstances that may adversely affect the provision of the Services.

5.4 Where the Service Provider lists, supplies, delivers, installs, supports or otherwise makes available any Products directly or through the Platform to the Member, the Service Provider shall ensure that such Products are genuine, safe, fit for their intended purpose, compliant with Applicable Laws, properly labelled where required, and accompanied by all applicable user instructions, warnings, warranty information and manufacturer details. The Service Provider shall remain solely responsible for product quality, storage conditions, packaging, delivery standards, installation requirements, recall handling, complaint resolution, return/replacement support and compliance with all Applicable Laws relating to such Products.

6. Commercial Terms

6.1 The fees, commissions, payout arrangements, settlement cycles, deductions, adjustments, refunds, chargebacks and other commercial terms applicable to the Services shall be determined by the Company and communicated through the Platform, applicable Platform Documents or other communications issued by the Company from time to time.

6.2 The Company shall be entitled to withhold, deduct, adjust or set off any amounts payable to the Service Provider against any refunds, chargebacks, penalties, Member claims, indemnity claims, overpayments or other amounts owed by the Service Provider to the Company.

6.3 The Service Provider shall be solely responsible for all taxes, duties, levies and statutory obligations arising in connection with the Services, except taxes imposed directly on the income of the Company.

6.4 All payments shall be subject to applicable tax deduction, withholding and reporting obligations under Applicable Laws.

7. Regulatory and Healthcare-Specific Obligations

7.1 The Service Provider shall at all times comply with Applicable Laws, including: (a) all statutory registrations, permits, approvals and licences applicable to the Services; (b) applicable laws, regulations and professional standards governing healthcare practitioners, diagnostic centres, pathological laboratories, healthcare facilities and ambulance services, where relevant; and (c) consumer protection, clinical establishment, transport, health and safety and other laws applicable to the Services.

7.2 For healthcare and diagnostic Services, the Service Provider shall: (a) ensure that medical decisions, interpretation of test results and prescriptions are made only by appropriately qualified and registered professionals; (b) maintain accurate medical records and, where applicable, electronic medical records in accordance with law and good industry practice; (c) ensure appropriate infection prevention and control measures, including safe handling of biological samples; and (d) comply with all applicable clinical protocols notified by the Company.

7.3 The Service Provider acknowledges that certain Services may expressly exclude medical decision-making, interpretation of medical status, diagnosis, prescription, treatment or medical intervention. The Service Provider shall ensure that its Personnel strictly adhere to such limitations and promptly escalate any clinical or medical concerns to an appropriately qualified healthcare professional, the Member’s treating physician or the Company, as applicable.

7.4 The Service Provider shall ensure that all its Products comply with Applicable Laws relating to quality, labelling, storage, transport, warranty, consumer protection and sale or supply restrictions, and that no expired, defective, counterfeit, unsafe, misbranded or unauthorised Products are listed, supplied or delivered through the Platform.

8. Data Protection and Confidentiality

8.1 Each party shall keep confidential and not disclose to any third party any Confidential Information received from the other party, except as permitted by these Terms or required by Law or a competent authority.

8.2 The Service Provider acknowledges that Member Data is highly sensitive and agrees that: (a) Member Data shall be used solely for performing the Services and as instructed by the Company; (b) appropriate technical and organisational measures shall be implemented to protect Member Data against unauthorised access, loss or misuse, including secure transmission and storage of electronic medical records where applicable; (c) any data breach shall be notified to the Company without undue delay, together with all relevant details; and (d) Member Data shall not be stored or transferred outside India without the Company’s prior written consent and only in compliance with Applicable Law.

8.3 The Service Provider shall comply with the Company’s privacy policy as applicable to partners and associates when handling Member Data and shall not do anything that would cause the Company to be in breach of its obligations to Members.

8.4 All Member relationships, Member records, service history, engagement history, goodwill and Member related information generated through or in connection with the Services shall belong exclusively to the Company, subject to Applicable Laws.

9. Audits, Reporting and Quality Control

9.1 The Company or its representatives may, upon reasonable notice (except in the case of a complaint, incident, regulatory inquiry or suspected breach of these Terms), review and audit the Service Provider’s records, systems, facilities and operations relating to the Services to verify compliance with these Terms, Applicable Laws, operational requirements, safeguarding requirements and data protection obligations. Such audits may include review of licences, registrations, permits, training records, background verification records, complaint records, statutory compliance records, service records and quality control processes.

9.2 The Service Provider shall maintain complete and accurate records relating to the Services and shall provide such reports, information, records and supporting documentation as may be reasonably requested by the Company from time to time, including details relating to service volumes, response timelines, incidents, complaints, investigations, corrective actions and Member feedback.

9.3 The Company may require the Service Provider to implement corrective or preventive measures in response to audit findings, complaints, incidents, regulatory concerns or performance deficiencies, and the Service Provider shall promptly implement and cooperate with the Company in relation to such measures.

10. Intellectual Property

10.1 All intellectual property rights in and to the Platform, trademarks, service marks, logos, content, processes, and materials provided by the Company shall remain the exclusive property of the Company or its licensors. The Service Provider is granted a limited, non-exclusive, non-transferable, revocable licence to use such intellectual property solely for performing the Services.

10.2 All pre-existing intellectual property rights of the Service Provider shall remain the property of the Service Provider. To the extent any reports, records, materials, content, data, work product or other outputs generated in connection with the provision of the Services incorporate such intellectual property, the Service Provider grants the Company a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, store, display and otherwise use such outputs for its business, operational and compliance purposes.

10.3 Except as expressly authorised by the Company in writing, the Service Provider shall not use the Company’s name, trademarks, logos or other branding in any advertisement, marketing material, public statement, social media communication or other external communication. The Service Provider may identify itself as an authorised service provider within the Company’s service ecosystem solely to the extent approved by the Company.

11. Insurance

11.1 The Service Provider shall maintain such insurance coverage as may be required under Applicable Laws or as may be reasonably appropriate having regard to the nature of the Services provided by the Service Provider.

11.2 The Company may require the Service Provider to furnish evidence of such insurance coverage upon request.

12. Indemnity

12.1 The Service Provider shall indemnify, defend and hold harmless the Company, its affiliates and their respective directors, officers, employees and representatives from and against any losses, claims, damages, liabilities, penalties, costs and expenses arising out of or in connection with:

(a) any breach of these Terms, Applicable Laws or the Service Provider’s representations, warranties or obligations hereunder;

(b) any negligence, wilful misconduct, fraud or other wrongful act or omission of the Service Provider or its Personnel, including any death, injury, property damage, safeguarding incident, abuse, neglect, exploitation or mistreatment of a Member or third party;

(c) any professional negligence, clinical misconduct, incorrect diagnosis, treatment error or other failure in the provision of healthcare-related Services;

(d) any unauthorised disclosure, misuse, loss or breach of Member Data, Confidential Information or applicable data protection requirements; or

(e) any product defect, deficiency, safety issue, adverse incident, regulatory non-compliance, misrepresentation, improper labelling, delayed delivery, failed installation, product recall, warranty failure or other issue relating to any Products supplied, delivered, installed, supported or otherwise made available by the Service Provider.

12.2 The Service Provider shall promptly upon notice reimburse the Company for any losses, costs, expenses, penalties, fines or liabilities incurred by the Company in connection with any matter giving rise to an indemnity under this Clause 11.

12.3 The Company shall have the right to participate in the defence, settlement or resolution of any claim, action or proceeding in respect of which it seeks indemnification under this Clause 11.

12.4 The indemnity obligations under this Clause 11 shall be in addition to, and not in lieu of, any other rights or remedies available to the Company under Applicable Laws or these Terms and shall not be limited by any limitation of liability or exclusion of damages contained herein.

12.5 The Company may set off any amount payable by the Service Provider under this Clause 11 against any amounts otherwise payable by the Company to the Service Provider.

12.6 The obligations of the Service Provider under this Clause 11 shall survive the suspension, termination or expiry of these Terms.

13. Limitation of Liability

13.1 To the maximum extent permitted by Applicable Laws, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits, revenue, goodwill, business opportunity or anticipated savings, arising out of or in connection with these Terms, the Platform or the Services.

13.2 The Company shall not be responsible for the acts, omissions, conduct, negligence, defaults or representations of Members or third parties, except to the extent directly attributable to the Company.

13.3 Except in relation to fraud, wilful misconduct or liabilities that cannot be excluded under Applicable Laws, the aggregate liability of the Company arising out of or in connection with these Terms shall not exceed the aggregate amounts paid or payable by the Company to the Service Provider during the six (6) months immediately preceding the event giving rise to the claim.

14. Non-Circumvention

The Service Provider shall not, during the period in which it provides Services through the Platform and for a period of twelve (12) months thereafter, directly or indirectly solicit, induce or attempt to solicit or induce any Member for the purpose of providing services similar to the Services outside the Company’s platform or service ecosystem, except with the prior written consent of the Company.

15. Suspension and Termination

15.1 The Company may suspend, restrict or terminate the Service Provider’s access to the Platform or the Services at any time if the Service Provider breaches these Terms, fails to meet operational requirements, receives repeated Member complaints, poses a safeguarding or regulatory risk, or otherwise acts in a manner that may adversely affect the Company’s Members, reputation, goodwill or operations.

15.2 The Service Provider may discontinue providing Services through the Platform at any time by providing prior notice to the Company and complying with any transition requirements reasonably specified by the Company.

15.3 Upon suspension or termination: (a) the Service Provider shall immediately cease representing itself as an authorised service provider within the Company’s ecosystem; (b) the Service Provider shall cease all use of the Company’s intellectual property, Confidential Information and Member Data; (c) all Member Data and Confidential Information shall, at the Company’s option, be returned or securely deleted, except to the extent retention is required by Applicable Laws; and (d) any provisions which by their nature are intended to survive shall survive, including Clauses relating to confidentiality, data protection, intellectual property, indemnity and non-circumvention.

16. Miscellaneous

16.1 Assignability: The Company may assign, transfer or novate its rights and obligations under these Terms to any affiliate, successor or purchaser of its business. The Service Provider shall not assign, transfer or otherwise deal with its rights or obligations under these Terms without the prior written consent of the Company.

16.2 Independent Relationship. The Service Provider is an independent contractor. Nothing in these Terms shall be construed as creating any partnership, joint venture, agency, employment, fiduciary or similar relationship between the Company and the Service Provider.

16.3 Force majeure. Neither the Company nor the Service Provider shall be liable for any delay or failure in performance resulting from events beyond its reasonable control, including natural disasters, epidemics, riots, acts of terrorism, governmental actions, failures of telecommunications networks or other critical infrastructure, provided that the affected party uses reasonable efforts to mitigate the impact of such event.

16.4 Governing law and jurisdiction. These Terms shall be governed by and construed in accordance with the laws of India, and the courts at Kolkata shall have exclusive jurisdiction over any disputes arising out of or in connection with it.

16.5 Modification of Terms. The Company may modify these Terms from time to time by updating them on the Platform or otherwise notifying the Service Provider. Continued access to or use of the Platform or continued provision of Services following such modification shall constitute acceptance of the revised Terms.

16.6 Electronic Acceptance. The Service Provider acknowledges and agrees that acceptance of these Terms through electronic means, including click-wrap acceptance, account registration, onboarding, access to the Platform or provision of Services, shall constitute a valid and binding agreement between the Service Provider and the Company.

16.7 Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.