General Terms and Conditions
Graphene Industries Private Limited (“GIPL”, “We”, “Us”) provides to you its website - www.carekit.in (“Website”), the mobile application – Carekit, Carekit Vendor, Carekit Delivery (“Mobile App”), features, (together “Services”) subject to the terms and conditions as set out below (“Terms and Conditions”, “TERMS AND CONDITION”) and other policies, including the Privacy Policy and the Pricing, Delivery, Return and Refund Policy, that are incorporated here by reference.
General Definitions:
1. "End Customer" means the customer or You who has placed an Order for the Products/ Services through the Website/Mobile App and is willing to purchase the Products/ avail the Services from Us and/or the associated vendors of the Company via the Website/Mobile App
2. "Order" means an order placed by the End Customer for the Product/ Services on the Website/ Mobile App of the Company.
3. "Product" means such goods or services for which an Order has been placed by the End Customer on the Website/ Mobile App
4. "Service Provider" shall mean Partners/ Vendors (Doctors, Nurses, Pharmacies, Diagnostic Services and other medical service providers) who shall endeavour to promote the Services offered by the Company by facilitating the purchase of Products/ Services via the Website/ Mobile App.
The TERMS AND CONDITION constitute a contract under Indian law and by accessing, browsing or otherwise using the Services you agree to be bound by this TERMS AND CONDITION. By impliedly or expressly accepting these terms of use, you also accept and agree to be bound by our policies (including but not limited to our Privacy Policy) as amended from time to time. All commercial and contractual terms are offered by and agreed to between you and GIPL. We encourage you to read these TERMS AND CONDITIONs carefully before accessing, browsing, and / or making use of the Services.
GIPL may include additional terms and conditions of sale in the product listing or product description as made available through the Services ('Additional Terms of Sale'), which may conflict with these TERMS AND CONDITION. If there is any conflict between the TERMS AND CONDITION and the Additional Terms of Sale, the Additional Terms of Sale shall take precedence to the extent of such conflict and in relation to that sale.
GIPL may at any time modify the TERMS AND CONDITION for use of the Services without any prior notification to you. If you do not agree with the TERMS AND CONDITION you are advised not to buy or attempt to buy any product listed on the Services. However, if you continue to use our Service, you shall be deemed to have agreed to accept and abide by the modified TERMS AND CONDITION of the Services.
User Account and Registration:
You have to register and login for placing orders through the Carekit app and you will be responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, mobile phone, tab etc. to prevent unauthorised access to your account. You have to keep your account and registration details current and correct for communications related to your purchases from the site. By agreeing to the TERMS AND CONDITION, you agree to communication regarding your purchases, and promotional communication and newsletters upon registration.
GIPL reserves the right to suspend, or refuse access to its Services, terminate accounts, remove or edit content at any time without notice to you for any reason such as if you violate the letter or spirit of our TERMS AND CONDITION or create harm, risk, or possible legal exposure for us, our users, or others.
By using the Carekit Platform you agree that you are an individual who can enter into legally binding contracts as per Indian Contract Act, 1872, i.e. you are 18 years of age or older, are of sound mind, and are not disqualified from entering into contracts by any law, can use and access the Website.
Limitations:
The Services would be available to only select geographies in India as solely determined by GIPL.
Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872, is not eligible to use the Services. GIPL shall not be held directly or indirectly liable for any damages arising from your or any third party’s misuse or violation of the TERMS AND CONDITION, and any other policies associated with the Services.
GIPL does not implicitly or explicitly endorse or advertise the products and associated brands on the Services. References on our Services to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply to be GIPL’s endorsement, sponsorship or recommendation of the third party, information, product or service.
Intellectual Property Rights (IPR):
GIPL expressly reserves all intellectual property rights in all text, programs, products, processes, technology, content and other materials, which appear on the Services. Access to the Services does not confer and shall not be considered as conferring upon anyone any license under any of GIPL's or any third party's intellectual property rights.
Apart from the brands / Intellectual Property Rights (IPR) owned by GIPL, all other trademarks/ brands displayed on the Services are the property of their respective brand owners and displayed on the Services with prior consent by us GIPL.
GIPL hereby allows you to only access the Services for personal use and not to download or modify any portion of it. The Services or any portion of the Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of GIPL.
All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to the Services or otherwise disclosed submitted or offered in connection with the use of the Services (collectively, the "Feedback") shall be and remain the property of GIPL. Such disclosure, submission or offer of any Feedback on the Services shall constitute an assignment to GIPL of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Feedback by you. We also retain the right to use, reproduce, adapt, publish, translate, publish, and display such Feedback in any media or similar format.
Objectionable Material
You agree to not use our Services to upload, sell, publish or transmit any content that is illegal, threatening, obscene, defamatory, hateful, harassing, harmful to minors, racially or ethnically offensive or encourages any act contrary to law.
Representations and Warranties:
GIPL does not make any representation or warranty (express or implied) in respect of quality, suitability, accuracy, reliability, completeness, timeliness, performance, safety, merchantability, fitness for a particular purpose, or legality of the products listed or displayed or transacted or the content (including product or pricing information and/or specifications) on the Services.
While GIPL has taken precautions to avoid inaccuracies in content, the Services, all content, information (including the price of products), software, products, services and related graphics are provided as is, without warranty of any kind. GIPL does not implicitly or explicitly support or endorse the sale or purchase of any products on its Services.
All offers of sale of a product are governed by the description and specifications of the product, terms of warranties provided by the respective manufacturer, seller, and / or brand owners (as applicable) in addition to these TERMS AND CONDITION. In the event a manufacturer, seller, and / or brand owner (as applicable) is providing any warranty, such warranties will be fulfilled only by the manufacturer, seller, and / or brand owner (as applicable).
You represent and warrant that you are accessing the Services at your sole risk and are using your best informed and prudent judgment before entering into any transaction through the Services. You agree to use the Services for your personal use and for lawful purposes only and comply with all applicable laws and regulations while using and transacting on the Services.
You agree to provide authentic and true information in all instances where such information is requested by GIPL. GIPL reserves the right to confirm and validate the information and other details provided by you at any point of time. If upon confirmation your details are found not to be true (wholly or partly), GIPL has the right in its sole discretion to reject the registration and bar you from accessing its Services without prior intimation whatsoever. You further acknowledge that at the time of placing an order on any of the Services you will check the product description carefully and you agree to be bound by the conditions of sale included in the item's description.
Pricing, Cancellation & Refund:
You understand and agree that the offer for sale of the Product by GIPL is not an absolute or an unconditional offer. Such offer to sale by GIPL is subject to repudiation by GIPL at any time before the delivery of the product to you, without any obligation to assign or provide any reason for such repudiation, and without any consent from you, and without any liability or any obligation towards you.
· Pricing: The pricing of the products is decided by the Medical Partners and will be sold at equal to or less than MRP of the product. GIPL doesn’t control the pricing of the product in any manner.
· Order cancellation:
o Any order, once placed, cannot be cancelled by the customer and there won’t be any refund.
o In case the payment fails owing to some technical reason, the order will be cancelled automatically, and the deducted amount (if any) will be transferred to the source account in 4-7 business days.
o The medical partner can cancel the order only if they don’t have the product or haven’t received a valid prescription for identified drugs
o No return or replacement policy available for products once purchased and paid for.
o If the customer is not available at the registered address, the delivery executive will drop the medicine at the doorstep or at the compound gate. If the delivery executive doesn’t get an approval to enter the premise of the customer for delivering the product and no instruction is received for delivering at the gate, the delivery executive will take back the product and no refund shall be applicable.
o The recipient (customer) should check the packet for any damages or tampering, in front of the delivery partner. If the packet/product is found damaged, it should be returned immediately, and the deducted amount (if any) will be transferred to the source account in 4-7 business days. Once the delivery partner has left, no return or refund will be entertained.
Set-off:
In case you have availed any benefit in relation to the product for which the order has been cancelled by you, you agree and authorize GIPL to recover such benefits from you or set-off the same from any refunds to you.
The return process of a Product may be subject to additional terms depending on the nature and category of the Product. Any such additional terms may be specified on the Website or Mobile App be intimidated by GIPL at the time of purchase of the Product.
Delivery of the Product:
GIPL currently offers one mode of delivery for purchases made on through its mobile app-based services
Please note that for all home deliveries, GIPL may or may not charge a delivery fee depending upon the decision of the management. The delivery fee will be added to the billed amount at the time of checkout, while placing the order online.
In case there is a delay in delivering the order to you – either due to GIPL’s own internal reasons or due to your unavailability – GIPL is not obligated to compensate you for the inconvenience.
You are liable to pre-pay the entire amount of the order. You agree to pay the entire order amount (net of any returned items) in full at or before the time of delivery. Exceptions cannot be made under any circumstances
Governing Law and Jurisdiction
By agreeing to these terms and conditions you agree that in case of any dispute you will be governed by the laws of India without reference to conflict of laws principles and exclusive jurisdiction lies with the court of Bengaluru, Karnataka.
Limitation of Liability
GIPL will not be liable for any indirect, punitive, incidental, special or consequential damages or any other damages resulting from:
Disclaimers
Assignment
All of our rights and obligations under our Privacy Policy are freely assignable by us to any of our affiliates, in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.
Alteration or Amendments to the Terms and Condition
We reserve the right to make changes to our policies, and these TERMS AND CONDITION at any time. You will be subject to the policies and TERMS AND CONDITION in force at the time you order goods from us, unless any change to those policies or these conditions is required to be made by law or government authority (in which case it will apply to orders previously placed by you). If any of these conditions is deemed invalid, void, or for any reason unenforceable, that condition will be deemed severable and will not affect the validity and enforceability of any remaining conditions.
Service Provider Terms and Conditions
· Sale on the platform shall be made by sellers who enter into a legally binding contract and have completed the seller registration process as required by the Companies which is true and correct as on date.
· The Seller shall share with Platform appropriate information including but not limited to - category of the Product, MRP, list Price, description, how to use, precaution, prescription requirement etc. and confirms and acknowledges that such Catalogue details shall be in compliance with all Applicable Laws and shall be liable for any violation in this regard.
· The Seller shall not sell any prohibited products in case of doing so GIPL shall be entitled to block all such products and shall also have the right to suspend or terminate the Products from the Platform.
· The order shall be placed by the Customer directly to the Seller through the Platform and the product shall be dispatched by the seller to the customer.
· The terms such as guarantees, warranties and after-sales services related to the Products and/or the Services shall be between the Seller and the Buyer alone.
· The Seller shall sell its product to customer; platform shall just act as an enabler for the same.
· Platform shall place orders with the Seller to supply its Product(s) or Service(s) on agreed terms between the Parties based on the requirements.
· The Seller shall, at all times, ensure full compliance with the applicable provisions of the laws including but not limited to drugs and cosmetics Act; Ayush; Information Technology Act; Legal Metrology Act; FSSAI, the Drugs and Magic Remedies (Objectionable Advertisements) Act, etc.
· Seller hereby acknowledges, agrees and undertakes that he / it will never obliterate, smudge or alter the Maximum Retail Price (MRP) indicated by the manufacturer or packer or the importer. If there is any change in MRP arising due to change in batch of the product or whatsoever be the reason, the seller shall raise with the platform to get the necessary changes done or change it themselves through their log-in. In case of violation, the Platform at its sole discretion may recover GMV of the concerned product (s), indemnify itself of all losses, damages, legal risks / costs or may decide to impose a penalty as in the agreement and the Platform may further decide to suspend Seller for further business till he/it pays the imposed penalty and or damages and the Platform may also terminate the Agreement in the event of finding second and subsequent such violations on the part of Seller.
· The seller will be taking care of storing, packaging material, warehousing, and packaging. The platform may support with packaging material, pick up logistics and delivery.
· Seller undertakes and confirms that while listing the inventory of the Product, the Seller has physical possession and owns such quantity of product as listed on the platform and further undertakes to fulfil the orders placed by the buyer promptly. The Seller also confirms that they will validate inventory of the listed items and promptly remove Zero-stock items from the medicine directory. In the event of delay in shipment/delivery of Product or seller cancellation of orders due to non-availability of Product, the seller acknowledges that GIPL shall charge the seller cancellation fee to the seller
· In accordance with the prevailing laws, the Seller shall be solely responsible to issue documents such as E-waybills, delivery challans etc. as required for transportation of Products from one place to another and neither the Platform nor the Courier Partners with whom the Platform, as a marketplace has tied up, shall be responsible for any loss arising due to confiscation of goods by governmental agencies on account of lack of proper documentation, misdeclaration etc.
· The payments to seller will be basis the commercials agreed between GIPL and the seller
· All commercial/contractual terms in respect of the Product/Services that are offered on the Platform shall be agreed upon between the Platform and the Seller. The commercial/contractual terms in respect of Product/Services shall include only to the extent of price, shipping costs, payment methods and terms, date, period, and mode of delivery.
· The Seller undertakes and agrees that product Catalogue listing details on Platform shall be true, correct, and duly authorized. If the Seller is found to be involved in any such misrepresentation or illegal activity or malpractices, the Seller acknowledges that the Platform reserves the right to blacklist the seller from selling on Carekit platform. Dispatching of products by the Seller not as desired by the Customers shall amount to Malpractice under this agreement
· The Seller undertakes and agrees to dispatch and deliver only those genuine and original products that were ordered by the Platform or its channel partner and not to dispatch any other product of lesser value or any other material which is not ordered. The seller agrees and acknowledges that all costs including attorney’s fee etc for any claim/dispute arising out of this agreement not limited to malpractice initiated by customer/platform/any third party shall be borne completely by the Seller.
· GIPL may require seller to provide certification (including auditors certificate) to confirm compliance with this requirement. The Platform does not mandate that any of your Products should be sold exclusively on the Platform. Any written or oral arrangements to the contrary, shall stand unilaterally waived
· The Seller will be responsible for payment of all applicable taxes from time to time as notified by the statutory governing authorities including GST, local levies or other charges levied by Central/State/local authorities etc.as per prevailing government rates. For the purpose of this Agreement, GST shall include the Central Goods and Services Tax (CGST), the State Goods and Services Tax (SGST), Union Territory Goods and Services Tax (UTGST) and/or the Integrated Goods and Services Tax (IGST), compensation cess or any other indirect taxes including cess as may be applicable.
· The Seller agrees and acknowledges that the Platform retain the right to deduct tax collected at source “TCS” as per GST law or any other taxes (at the rates prescribed under the Applicable Law), for the Seller with respect to physical goods at net value exclusive of taxes and with respect to services at gross value inclusive of taxes. The Seller shall be responsible for reconciliation of Tax Collected at Source (TCS) with the Platform statements, within the timelines specified by the Platform, or by law, from time to time. In due compliance of its obligations, the Platform may remit, the TCS from the Seller, to the respective Central and State Government/Union Territory. Such remittance is in full discharge of obligations on the part of the Platform. Upon the fulfilment of such obligations, the Platform shall not be responsible for any inability on the part of the Seller, to claim a tax credit of the applicable tax collected from it by the Platform.
· Invoice generation: A seller expressly agrees that issuing correct and complete invoice is the sole and primary responsibility of a seller. We will assist you with this process by generating an invoice on your behalf. Notwithstanding anything else contained in these terms of use, the seller shall be solely liable for any liability which may be imposed by taxation authorities for any discrepancy in the invoices.
· Roles and responsibilities of Service Provider (applicable in accordance with the type of arrangement with You):
1. The information provided by the Service Provider will be deemed correct and the same information when uploaded on the website or Mobile App, should be verified by the Service Provider and ask for correction to GIPL, wherever needed, in writing via email. GIPL reserves no ownership on the correctness on the data shared by the Service Provider.
2. The Service Provider shall endeavour to promote the Services offered by the Company by facilitating the purchase of Services/ Product by its customers through Company’s Website/ Mobile App
3. The Service Provider may facilitate the Services/ products offered by the Company by assisting the customers (on a need basis) to avail Services/ Products via the Website / Mobile App
4. Service Provider should also assist in the facilitation or promotion of Products/ Services offered by the Company
5. The relationship between Company and Service Provider is on a principal-to-principal basis and does not create any employee-employer or any partnership, joint venture between the Parties. At no time Service Provider will represent to any third party that the scope of Service Provider association with Company extends beyond the scope of these Terms
6. Company Promotion: Service Provider agrees to display Company’s banner, posters, stickers and various other promotional material viz. Company ad in local newspaper or any other content as communicated to Service Provider by Company from time to time to promote Services. Service Provider shall not use any material / content which is not provided by the Company for promotion, without prior approval from the Company in writing or on email. No offers or benefits apart from the Offer agreed by the Company shall be communicated to potential customers in any manner.
7. Representations and Warranties of the Service Provider: Service Provider represent and warrant to the Company as follows (who, as a result, have been induced to enter into these Terms and into the transactions contemplated herein):
8. Service Provider have the capacity to enter into these Terms and to perform obligations hereunder and acknowledge that the Company has relied upon the completeness and accuracy of such representation, warranty and covenant in entering into these Terms.
9. The Company is the legal and beneficial owner of the intellectual property used by Service Provider in the course of the arrangement mentioned herein or is sufficiently licensed to use and sub-license the same and that Service Provider by using such intellectual property of the Company will not be in breach of any applicable law by utilizing the intellectual property it is authorized to use by the Company.
10. That Service Provider shall comply with all applicable laws in the performance of the obligations and the exercise the rights under these Terms including without limitation any and all laws applicable to the Company in relation to provision of services covered under the scope of these Terms and direct and indirect tax legislations including GST Law or any other statutory levies cess or duties, labour regulations and any other laws, rules, regulations or government orders which may be applicable to Service Provider.
11. Consideration: In consideration, the Company shall pay a Fee (defined hereunder) to the Service Provider on Completed Orders (defined hereunder), attributed to the Service Provider based on the usage of pre-agreed coupon code, UTM code or other means, as mutually agreed between the parties in writing or over email. Whereas, the “Fee” will be as per the Termsheet shared, agreed and signed by both the parties involved. Where “Order value” means the invoice amount after considering all deductions, if any on account of discounts, GST, coupons, loyalty point, cashback, delivery charges, packaging charges, or convenience charges, handling charges etc. and any other promotional offers offered by the Company (“Order Value”).
12. Completed Order" shall mean: (a) In case of Pharmacy Services: an order which has been completed in all respect and the requisite Order Value has been paid in full and return period has been lapsed and return facility was not optioned by the customer, (b) in case of Diagnostics Services: an order where medical test(s) has been conducted, the Order Value has been paid in full and the report has been generated to the customer, and (c) in case of E-Consultancy: an order where the Order Value has been paid in full and customer has availed the services offered by any one or more registered medical practitioner(s).
13. Onboarding Fee (if applicable on Service Provider): Service Provider undertake to deposit an amount as mutually agreed between Service Provider and the Company over the Website in writing or over email, exclusive of all applicable taxes as one-time, non-refundable interest free fee (“Onboarding Fee”) towards onboarding by the Company.
14. Invoice: Service Provider shall on the basis of the Successful Delivery/Completed order reconciled each month end shall raise an invoice for every month charging the Fee payable by Company. Company shall make the payment to Service Provider as mutually agreed between the Parties in writing or over email as per the payment cycle, but no later than 30 (thirty) days of receipt of valid invoice by Company. In case there are discrepancies identified in the invoice, Company may seek necessary clarifications/corrections within 15 (fifteen) days of receipt of invoice and withhold payments till such clarifications/corrections are provided
15. In case the Invoice raised by the Service Provider is not in compliance with GST Laws or the GST returns are not duly filed by the Service Provider (if/as required by the law), Company shall have the right to adjust and withhold the amount equivalent to the amount mentioned on the invoice and not reflecting in the GST portal. Such payment withheld by the Company shall be released post rectification of invoice or filing of GST returns.
16. Termination and Amendment: Both Company and the Service Provider shall have the right to terminate these Terms by giving a prior written notice of 15 (fifteen) days including over E-mail to the other Party. In case of any breach of terms and conditions of these Terms, Company reserves the right to terminate this arrangement immediately by giving a written notice including over e-mail. In the event of termination, full and final settlement will be made as per the payment schedule agreed between Service Provider and the Company in writing or over email communication
17. In case of malpractice or fraudulent behaviour by the Service Provider, Company reserves the right to take legal action and/or impose penalties up to the amount due to the Service Provider and forfeit the Security Deposit and/or terminate the arrangement with immediate effect
18. In all events of termination, the Service Provider is liable to pay any outstanding amounts owed to the Company. The Company may adjust the same with the Security Deposit (if deposited with the Company) where required.