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 Definitions

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

  • Applicable Laws means 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 means 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:

  • words importing the singular shall include the plural and vice versa;
  • clause headings are for reference only and shall not affect the construction or interpretation of these Terms;
  • time periods for payments or acts shall be calculated by excluding the day on which the period commences and including the day on which the period ends; if the end day is not a working day, the period extends to the next working day;
  • references to statutory provisions include amendments, re-enactments, and subordinate instruments;
  • references to Platform Documents include onboarding requirements, operational requirements, category-specific requirements, service descriptions, standards, guidelines, protocols, instructions or other requirements issued by the Company from time to time;
  • the terms “herein”, “hereof”, “hereto”, “hereunder” and similar refer to these Terms as a whole;
  • references to any agreement, contract, document, policy, guideline, protocol or arrangement include such items as amended, modified, supplemented, replaced or updated by the Company in accordance with these Terms;
  • “this Clause” refers to the whole Clause unless followed by a specific provision;
  • “include” or “including” is without limitation;
  • “Person” includes 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 its successors and permitted assigns;
  • references to Members, Services, Platform Documents and other documents issued by the Company include the same as amended, updated or replaced;
  • if there is any conflict between these Terms and any applicable Platform Document, the Platform Document prevails solely for the relevant Service category or subject matter, and these Terms prevail otherwise.

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 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 The Service Provider shall complete all onboarding requirements prescribed by the Company before providing any Services, including submission of KYC documents, statutory registrations, declarations and other requested information.
  • 3.2 All Personnel must be suitably qualified, trained and experienced for the relevant category of Services and hold valid professional registrations, certifications and permits where required; Personnel must display valid identity cards when interacting in person with Members.
  • 3.3 The Service Provider shall conduct background verification on all Personnel deployed in contact with Members, including identity, address, criminal record (as permissible) and employment reference checks, and provide evidence on request.
  • 3.4 The Service Provider shall not subcontract performance of any Services or Product-related activities without prior written consent of the Company and shall remain fully responsible for any approved subcontractor.
  • 3.5 Personnel must comply with behavioural standards, must not solicit unauthorised payments (voluntary tips of nominal value permitted), and must limit activities to authorised scope of work.

4. Safeguarding, Member Interaction and Incident Reporting

  • 4.1 Given Members are primarily senior citizens, the Service Provider shall treat Members with dignity and respect, ensure safe physical assistance with consent, and escalate observed risks to the Company.
  • 4.2 The Service Provider shall follow the Company’s protocols for identity verification at visits, recording service completion and feedback, limited use of Member service history, and respect Member instructions notified by the Company.
  • 4.3 The Service Provider shall notify the Company immediately of any medical emergency, accident, injury, property damage, criminal incident, data breach, or regulatory inspection related to the Services.
  • 4.4 The Service Provider shall cooperate in incident investigations and provide records, CCTV footage (if available) and statements when requested.
  • 4.5 The Service Provider shall not market or offer services to any Member outside the Platform without prior written consent from the Company.

5. Operational Requirements and Business Continuity

  • 5.1 The Service Provider shall provide Services professionally, timely and diligently, complying with response timelines, quality standards and availability requirements set by the Company.
  • 5.2 Operational requirements include use of the Platform to manage requests, adherence to scope/exclusions, compliance with operating hours and documenting non-completion/delays per Company requirements.
  • 5.3 The Service Provider shall maintain business continuity measures and promptly notify the Company of disruptions (equipment failure, personnel shortages, force majeure, law-and-order situations).
  • 5.4 When listing or supplying Products, the Service Provider must ensure Products are genuine, safe, lawful, labelled and accompanied by user instructions, warranty information and manufacturer details; the Service Provider is responsible for product quality, storage, delivery, installation, recall handling, returns and legal compliance.

6. Commercial Terms

  • 6.1 Fees, commissions, payout arrangements, settlement cycles, refunds, chargebacks and other commercial terms will be determined by the Company and communicated via the Platform or Platform Documents.
  • 6.2 The Company may withhold or set off amounts payable to the Service Provider against refunds, penalties, Member claims, indemnity claims, overpayments or other amounts owed by the Service Provider.
  • 6.3 The Service Provider is responsible for all taxes, duties and statutory obligations arising from the Services, except taxes imposed directly on the Company’s income.
  • 6.4 All payments are subject to applicable tax deduction, withholding and reporting obligations under Applicable Laws.

7. Regulatory and Healthcare-Specific Obligations

  • 7.1 The Service Provider must comply with Applicable Laws including statutory registrations, permits and licences required for the Services.
  • 7.2 For healthcare and diagnostic Services, medical decisions must be made only by qualified professionals, accurate records must be kept, infection control observed, and clinical protocols followed.
  • 7.3 Certain Services may exclude medical decision-making; Personnel must adhere to these exclusions and escalate clinical concerns appropriately.
  • 7.4 All Products must comply with laws on quality, labelling, storage, transport, warranties and consumer protection; expired, counterfeit or unsafe Products are prohibited.

8. Data Protection and Confidentiality

  • 8.1 Each party shall keep Confidential Information confidential and not disclose it except as permitted or required by Law.
  • 8.2 Member Data shall be used only to perform Services, protected by appropriate technical and organisational measures, and any breach notified to the Company without undue delay; Member Data shall not be stored or transferred outside India without prior written consent of the Company and compliance with Applicable Law.
  • 8.3 The Service Provider shall comply with the Company’s privacy policy for partners when handling Member Data.
  • 8.4 All Member relationships, records, service history and related information generated through the Services belong exclusively to the Company, subject to Applicable Laws.

9. Audits, Reporting and Quality Control

  • 9.1 The Company may review and audit the Service Provider’s records, systems and operations upon reasonable notice (except for complaints or suspected breaches), including licences, training and background verification records.
  • 9.2 The Service Provider shall maintain accurate records and provide reports on service volumes, response timelines, incidents, complaints, corrective actions and Member feedback as requested.
  • 9.3 The Service Provider shall implement corrective or preventive measures in response to audit findings or performance deficiencies.

10. Intellectual Property

  • 10.1 All IP rights in the Platform, trademarks, logos and materials provided by the Company remain the Company’s property; the Service Provider receives a limited, non-exclusive, non-transferable, revocable licence to use such IP solely for performing the Services.
  • 10.2 The Service Provider’s pre-existing IP remains its property; any outputs incorporating such IP grant the Company a perpetual, worldwide, non-exclusive, royalty-free licence to use those outputs for business, operational and compliance purposes.
  • 10.3 The Service Provider shall not use the Company’s name, trademarks or logos externally without written permission, except as authorised to identify itself as an authorised service provider within the Company’s ecosystem.

11. Insurance

  • 11.1 The Service Provider shall maintain insurance as required by Applicable Laws or appropriate for the nature of Services provided.
  • 11.2 The Company may request evidence of such insurance coverage.

12. Indemnity

  • 12.1 The Service Provider shall indemnify the Company, its affiliates and representatives against losses, claims, damages, liabilities, penalties, costs and expenses arising from: (a) breaches of these Terms or Applicable Laws; (b) negligence, wilful misconduct or wrongful acts by the Service Provider or Personnel; (c) professional negligence or clinical errors; (d) unauthorised disclosure or breach of Member Data; and (e) product defects, misrepresentation or other Product-related issues.
  • 12.2 The Service Provider shall promptly reimburse the Company for losses arising from indemnified matters.
  • 12.3 The Company has the right to participate in the defence or settlement of any indemnified claim.
  • 12.4 These indemnity obligations are in addition to other rights and are not limited by any limitation of liability.
  • 12.5 The Company may set off indemnity amounts against payments otherwise due to the Service Provider.
  • 12.6 Indemnity obligations survive 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 indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profits or goodwill.
  • 13.2 The Company is not responsible for acts, omissions or negligence of Members or third parties except where directly attributable to the Company.
  • 13.3 Except for fraud, wilful misconduct or liabilities that cannot be excluded by law, the Company’s aggregate liability shall not exceed amounts paid or payable by the Company to the Service Provider in the six months preceding the event giving rise to the claim.

14. Non-Circumvention

The Service Provider shall not, during the period of providing Services through the Platform and for twelve (12) months thereafter, solicit or induce any Member to receive services outside the Company’s platform without prior written consent from the Company.

15. Suspension and Termination

  • 15.1 The Company may suspend, restrict or terminate access if the Service Provider breaches the Terms, fails operational requirements, receives repeated complaints, poses safeguarding or regulatory risks, or otherwise acts in a manner adverse to the Company’s Members or reputation.
  • 15.2 The Service Provider may discontinue providing Services by providing prior notice and complying with transition requirements specified by the Company.
  • 15.3 Upon suspension or termination: (a) the Service Provider shall cease representing itself as an authorised provider; (b) cease use of the Company’s IP, Confidential Information and Member Data; (c) return or securely delete Member Data and Confidential Information at the Company’s option, except where retention is required by law; and (d) survival clauses (confidentiality, data protection, IP, indemnity, non-circumvention) remain effective.

16. Miscellaneous

  • 16.1 Assignability: The Company may assign or novate its rights and obligations to affiliates or successors; the Service Provider shall not assign without the Company’s prior written consent.
  • 16.2 Independent Relationship: The Service Provider is an independent contractor; nothing creates a partnership, agency or employment relationship.
  • 16.3 Force majeure: Neither party is liable for failure to perform caused by events beyond reasonable control, provided the affected party mitigates the impact.
  • 16.4 Governing law and jurisdiction: These Terms are governed by the laws of India and the courts at Kolkata shall have exclusive jurisdiction over disputes.
  • 16.5 Modification of Terms: The Company may modify these Terms by updating them on the Platform or notifying the Service Provider; continued use constitutes acceptance.
  • 16.6 Electronic Acceptance: Electronic acceptance (click-wrap, account registration, onboarding) constitutes a valid and binding agreement.
  • 16.7 Severability: If any provision is held invalid or unenforceable, remaining provisions continue in force.