Clinic Partner Agreement

1. Definitions

• "Clinic" means the clinic, chamber, dispensary or pharmacy-with-chamber named in Schedule A, at the address given there.
• "Doctor" means any registered medical practitioner whom the Partner lists on the Platform to consult at the Clinic.
• "Patient" means a person who books, or is booked for, a consultation at the Clinic through the Platform.
• "Booking" means a token booked through the Platform for a Doctor at the Clinic on a given day.
• "Partner App" means the Longlyf Partner mobile application provided to the Partner.
• "Applicable Law" means all laws, rules, regulations and orders in force in India, including those named in this Agreement.

2. Nature of the Platform

• Longlyf provides a technology platform only. It is an intermediary within the meaning of section 2(1)(w) of the Information Technology Act, 2000, and an aggregator that brings together independent clinics and patients.
• Longlyf does not provide, supervise or control any medical service. It does not employ or engage the Doctors, does not decide who treats a Patient, and gives no medical advice.
• Nothing in this Agreement creates a partnership, joint venture, employment or agency between the Parties. Neither Party may bind the other.
• The Platform shows the Clinic and Doctors on the basis of the information the Partner provides. A listing is not an endorsement or recommendation by Longlyf.

3. Licences and registration of the Clinic

The Partner represents, and will ensure throughout this Agreement, that:

• the Clinic holds and keeps in force every registration, licence and permission required by Applicable Law, including registration under the Clinical Establishments (Registration and Regulation) Act, 2010 and/or the West Bengal Clinical Establishments (Registration, Regulation and Transparency) Act, 2017 where applicable, municipal trade licence, and, if the Clinic sells medicines, licences under the Drugs and Cosmetics Act, 1940;
• the Partner is the owner of the Clinic or is authorised by the owner to enter into this Agreement and to manage the Clinic's listing;
• all information given to Longlyf about the Clinic is true, complete and current, and the Partner will update it promptly in the Partner App or by informing Longlyf if anything changes;
• the Partner will provide copies of these documents to Longlyf on request, and inform Longlyf immediately if any of them is suspended, cancelled or expires.

4. Doctors: adding, verifying and responsibility

• Only the Partner adds Doctors. Doctors are added, edited and removed only by the Partner through the Partner App. Longlyf does not add or verify Doctors on the Partner's behalf.
• The Partner is solely responsible for verification. Before listing any Doctor, and for as long as the Doctor is listed, the Partner shall verify and keep records of the Doctor's identity, qualifications, and valid registration with the National Medical Commission (Indian Medical Register) or the West Bengal Medical Council or other State Medical Council, as applicable, and that the Doctor is permitted to practise the specialty shown.
• Consent of the Doctor. The Partner shall obtain each Doctor's consent to be listed, and to their name, photograph, qualifications, registration number, fees and schedule being shown on the Platform.
• Accurate listings. The Partner shall ensure that every Doctor's details, specialty, consultation fee, days and hours on the Platform are accurate and current, and shall remove a Doctor at once if they stop consulting at the Clinic or their registration is suspended or cancelled.
• Declaration. Each time the Partner adds a Doctor in the Partner App, the Partner confirms the declaration in Schedule C for that Doctor.
• Professional conduct. The Partner shall ensure that the Clinic and the Doctors follow the codes of medical ethics and professional conduct prescribed by the National Medical Commission and the State Medical Council.
• Responsibility for care. The Partner and the Doctors are solely responsible for every consultation, diagnosis, treatment, prescription and other medical service at the Clinic, and for any medical negligence. Longlyf has no responsibility for them.
• Longlyf may, but is not obliged to, check any Doctor's registration on public registers. Any such check does not shift responsibility from the Partner to Longlyf.

5. Bookings and Clinic operations

• The Partner shall honour Bookings made through the Platform and see Patients in token order, except for walk-in patients and emergencies, which the Partner manages using the Partner App.
• If a Doctor becomes unavailable, the Partner shall mark the unavailability in the Partner App as early as possible so that affected Patients can be informed, and shall help them reschedule.
• The Partner shall not charge a Patient more than the consultation fee shown on the Platform for that Booking, nor any extra charge for having booked through Longlyf.
• The Partner shall direct any Patient who appears to need emergency care to an appropriate hospital or emergency service at once.
• The Partner is responsible for everyone who uses the Partner App under the Partner's login, shall keep login details confidential, and shall tell Longlyf at once of any unauthorised use.

6. Fees and payments

• Patients pay consultation fees directly to the Partner. Longlyf does not collect, hold or refund consultation fees, and is not responsible for fee disputes between the Partner and Patients.
• The Partner is solely responsible for any GST or other taxes on its services and for issuing receipts where required.
• Any fee payable by the Partner to Longlyf for use of the Platform is set out in Schedule B. Longlyf will give the Partner at least 30 days' written notice before introducing or changing any such fee, and the Partner may end this Agreement before the change takes effect if it does not agree.

7. Patient data and confidentiality

• For the personal data of Patients that the Partner receives through the Platform, the Partner acts as an independent Data Fiduciary under the Digital Personal Data Protection Act, 2023 and shall comply with it and with the Information Technology Act, 2000 and the rules made under it.
• The Partner shall use Patient data only to provide the consultation booked and related care, keep it confidential and secure, and shall not sell it, use it for marketing without the Patient's separate consent, or share it except as required for treatment or by law.
• The Partner shall maintain medical records as required by Applicable Law; these are the Partner's own records and not Longlyf's.
• If the Partner becomes aware of any unauthorised access to or loss of Patient data relating to the Platform, it shall inform Longlyf within 24 hours.
• Each Party shall keep confidential the other's non-public business information received under this Agreement, except where disclosure is required by law.

8. Content and use of the Longlyf name

• The Partner grants Longlyf a non-exclusive, royalty-free licence, for the term of this Agreement, to use, display and format the Clinic's name, logo, photographs and details, and the Doctors' listing details, on the Platform and in promoting the Platform.
• The Partner confirms it has the right to grant this licence and that the content does not infringe anyone's rights or make any misleading or prohibited claim, including under the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954.
• The Partner may describe itself as "available on Longlyf" but shall not otherwise use Longlyf's name or logo without written permission.

9. Prohibited practices

The Partner shall not, and shall ensure its staff and Doctors do not:

• make false or duplicate listings, fake Bookings, or misuse Patient details;
• offer or accept any commission, rebate or other inducement for referring Patients that is prohibited by law or professional codes;
• attempt to access parts of the Platform it is not permitted to, or interfere with its working;
• harass, discriminate against or mistreat any Patient who booked through the Platform.

10. Longlyf's responsibilities

• Longlyf will make reasonable efforts to keep the Platform available and secure, provide the Partner App and reasonable support, and process the Partner's data in line with its Privacy Policy.
• Longlyf may change, improve or discontinue features of the Platform, and may carry out maintenance, giving notice where reasonably possible.

11. Indemnity

The Partner shall indemnify and keep indemnified Longlyf, its officers and employees against all claims, losses, damages, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) any consultation, treatment or other service provided at the Clinic, including medical negligence; (b) the qualifications, registration, conduct or listing details of any Doctor; (c) the Clinic's lack of any required registration or licence; (d) the Partner's misuse of Patient data or breach of data protection law; or (e) any breach of this Agreement or Applicable Law by the Partner, its staff or Doctors.

12. Limitation of liability

Longlyf is not liable for any medical outcome or for any act or omission of the Partner or any Doctor. To the extent permitted by law, Longlyf is not liable for indirect, incidental or consequential losses, or for loss of business or profit, and Longlyf's total liability under this Agreement shall not exceed the fees (if any) paid by the Partner to Longlyf in the 12 months before the claim arose.

13. Term, suspension and termination

• This Agreement starts when the Partner accepts it and continues until ended under this section.
• Either Party may end it for any reason by giving 30 days' written notice, including through the Partner App or by email.
• Longlyf may suspend the Clinic's listing or any Doctor's listing immediately, and may end this Agreement with immediate effect, if it reasonably believes that a registration or licence is invalid, that a Doctor's credentials are false, that Patients are at risk, or that the Partner has seriously breached this Agreement or Applicable Law.
• When this Agreement ends, the Clinic and its Doctors are removed from the Platform, future Bookings are cancelled and Patients are informed. Sections 4 (responsibility for care), 6, 7, 11, 12, 14 and 15 continue after it ends.

14. Disputes, governing law and jurisdiction

• This Agreement is governed by the laws of India.
• The Parties shall first try to settle any dispute through good-faith discussion for 30 days.
• Any dispute not so settled shall be referred to arbitration by a sole arbitrator appointed by mutual agreement, under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Kolkata, West Bengal, and the proceedings shall be in English.
• Subject to the above, the courts at Kolkata have exclusive jurisdiction.

15. General

• Electronic acceptance. This Agreement may be accepted electronically through the Partner App. Such acceptance forms a valid and binding contract under the Indian Contract Act, 1872 and section 10A of the Information Technology Act, 2000. Longlyf records the signatory's name, designation, date and time, IP address and the version accepted, and gives the Partner a copy as a PDF. The Parties may also sign a printed copy.
• Stamp duty. Any stamp duty payable on this Agreement under the Indian Stamp Act, 1899 as applicable in West Bengal shall be borne by Longlyf.
• Changes. Longlyf may update this Agreement by giving the Partner at least 30 days' notice. Material changes require the Partner to accept the new version in the Partner App; until it does, Longlyf may pause the Clinic's new listings.
• Notices may be sent by email to the addresses in Schedule A and to support@longlyf.com, or through the Partner App.
• Force majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, government action or network failures.
• Assignment. The Partner may not transfer this Agreement without Longlyf's written consent. Longlyf may transfer it to a successor of its business.
• Entire agreement, severability and waiver. This Agreement, with its Schedules and Longlyf's Terms of Use and Privacy Policy, is the whole agreement on its subject. If any part is unenforceable, the rest continues. A delay in enforcing a right is not a waiver of it.

Schedule A: Clinic and Partner details

The details of the Clinic and of the person accepting this Agreement are recorded in the Platform at the time of acceptance and printed on the signed copy: clinic name and Longlyf clinic ID, address and district, the owner's name, registered email and mobile number, the signatory's name and designation, and the date, time and IP address of acceptance.

Schedule B: Commercial terms

• Platform fee payable by the Partner: Nil during Longlyf's introductory period.
• Any future platform or subscription fee will apply only after at least 30 days' written notice under clause 6, and only if the Partner continues after that notice.
• Longlyf charges Patients nothing for booking.

Schedule C: Doctor verification declaration

For each Doctor the Partner adds in the Partner App, the Partner declares that:

• I have verified the Doctor's identity from an official photo identity document;
• I have seen the Doctor's qualification certificates for the qualifications listed;
• I have verified that the Doctor's medical registration number is valid and current on the National Medical Commission's Indian Medical Register or the relevant State Medical Council register;
• the Doctor has consented to being listed on Longlyf with the details shown; and
• the specialty, fee, days and hours entered are accurate, and I will update or remove them if they change.