Health Heal is a unit of Canadian Global Life and Educare Private Limited, a company bearing the registration No. U85300KA2012FTC064899 and having its registered office at door No. 2260, 4th A Cross, 1st Main, Vijayanagar Bangalore 560040 (the “Company”). The aim of the Company is to provide complete and quality healthcare services at home through registered and certified nurses and other trained and certified healthcare professionals.
By completing and signing the Client Information Profile (the “CIP”) and this agreement (the “Agreement:”), I, ________________________________________ son/daughter/wife of ______________________________ residing at _________________________________ ____________________________________(the “Client”) agree to be bound by the following terms and conditions on which the Company will render the required medical care at home, including but not limited to home nursing, physiotherapy or personal support care.
1. PROVISION OF SERVICES
1.1. All Care Givers (as defined below) are trained to provide a variety of healthcare services including but not limited to the following Services (the “Services”):
1.1.1. Ensuring that the patient is administered the medication as per prescribed dosage and intervals.
1.1.2. Providing necessary support to the patient while (i) consuming meals, water and other eatables; (ii) bathing and toileting; (iii) grooming, dressing, and maintaining personal hygiene.
1.1.3. Scheduling appointments with doctors, accompanying patients to the hospital and scheduling necessary diagnostic tests etc.
1.1.4. Ensuring bandages and other wound dressing is kept clean and replaced at prescribed intervals.
1.1.5. Assisting the patient with daily exercise/walking as may be prescribed by a doctor or physiotherapist.
1.1.6. Maintaining adequate stock of medication and providing immediate family members of a requirement to restock any medication.
1.1.7. In emergency situations, ensuring the patient receives first aid and shifting the patient to the hospital for necessary treatment.
1.1.8. Provide such other services that the patient may require to recuperate faster.
1.2. It is expressly clarified that none of the employees of the Company deputed to render the Services to the Client are licensed doctors and are not authorised to provide medical treatment or emergency care. The Client hereby acknowledges and agrees that the Company and the Care Givers are not ‘treating’ the patient and are only ‘taking care’ of the patient based on the advice of treating or family physician. In the event the Client is experiencing any health issues; the Client is required to consult his/her primary healthcare provider or doctor to seek appropriate medical treatment and not rely solely on the Services rendered by the Company.
1.3. The Company shall have the right to render the Services herein through persons employed by it (including temporary, freelance or permanent employees) (the “Care Giver”) or through sub-contractors appointed by it. However, in the event the Company provides the Services through sub-contractors, the Company shall continue to be liable for the obligations forming a part of the Services.
1.4. The Care Givers shall be only be obligated to provide the Services as requested in the CIP submitted by the Client. In the event the Client subsequently requires additional Services, the Client is required to communicate the same to the Company. Upon receiving a request from the Client for additional Services, the Company shall direct the Care Giver deputed to the Client to perform such additional Services and also have the right to levy such additional fees as may be applicable. It is expressly clarified that the Care Giver will not be liable to perform any tasks that do not form a part of the Services (“Unapproved Tasks”), including but not limited to:
1.4.1. Domestic work including sweeping, swabbing, washing, mopping, cleaning toilets or cooking;
1.4.2. Purchasing medicines for the patient;
1.4.3. Providing medical advice;
1.4.4. Any other tasks that are not covered within the Services.
1.5. In the event the Client forces the Care Giver to perform such Unapproved Tasks, the Company, on receiving a complaint from the Care Giver, has the right to terminate the Services with immediate effect, without having the obligation to refund any amounts that may have been paid by the Client to the Company for the provision of the Services.
1.6. The Care Giver performing the Services shall, at all times, be under the employment of the Company and shall not under any circumstances be deemed to be the employees of the Client.
Each Care Giver shall be entitled to two (2) days paid leave every month. In the event the Client requires the Company to provide Services while the Care Giver is on leave, the Company will provide a substitute care giver provided the Client bears the additional charges payable for the same.
2. OBLIGATIONS OF THE CLIENT
2.1. The Company’s obligation to provide the Services herein shall be subject to the Client complying with the following obligations:
2.1.1. The Client shall provide the Care Giver with wholesome food, water and accommodation through out the term of the engagement or for such period as may be mutually agreed with the Company.
2.1.2. The Client shall be responsible for providing any assistance that the Care Giver may need in rendering the Services to the patient. In the event a patient is uncooperative with the Care Giver, the Client shall ensure that the Care Giver is provided with such assistance as may be necessary to enable the Care Giver to perform the Services.
2.1.3 The Client shall be responsible for the supply and acquisition of all the necessary nursing consumables, disinfectant and medications (collectively the “Consumables”). It is clarified that the Company shall not be held responsible for any injury or damage caused to the patient or the Client in the event the Care Giver is unable to provide the Services due to the unavailability of the Consumables.
2.1.4. The Client is required to sign all completed reports submitted by the Care Giver, including attendance sheets, medical reports, schedule of Services and any other charts provided by the Company.
2.1.5. The Client shall ensure that the Care Giver is not required to perform any Unapproved Tasks; and
2.1.6. The Client is required to ensure that all valuables within the premises at which the Services are to be rendered are adequately safeguarded and kept out of reach of the Care Givers. It is expressly clarified that the Company shall not be held liable for any loss of valuables from the Client’s premises. It is clarified that the Client shall hold the Company harmless with respect to any loss or damage of personal property belonging to the Client or the Patient due to an act of the Care Giver. In the event the Care Giver has with mala fide intention caused any damage or loss to the Client’s or the patient’s property, the Company shall provide the Client with any and all information that the Company may have in its position that may help the Client in locating and identifying the Care Giver. It is expressly clarified that the Company does not assume any liability for any loss to personal property arising out of or under the terms of this Agreement.
3.OBLIGATIONS OF THE COMPANY
3.1. The Company shall comply with the following obligations in rendering the Services:
3.1.1. The Company shall, within a period of two (2) days, deploy Care Giver to provide Services to a Client at the place specified by the Client.
3.1.2. The Company shall provide the Care Giver with the necessary attendance forms, Services schedule forms and other forms that may be necessary to keep a record of the Services being rendered to the Client by the Care Giver.
3.1.3. The Company shall ensure that the Care Giver deployed by it shall perform the Services for the Client, regardless of the patient’s or the Client’s race, religion, gender or social standing.
3.1.4. In the event a Care Giver is found deficient in providing the Services, the Company shall, on a written request from the Client, provide the Client with a suitable replacement Care Giver within a period mutually agreed between the Client and the Company.
4. FEES AND PAYMENT TERMS
4.1. At the time of submission of the CIP, the Client is liable to pay a one time non-refundable registration fee of Rupees ___________________________________________ Only (INR ______________/-; the “Registration Fee”) to the Company.
4.2. Commencing from the date on which the Company commences the provision of Services to the Client, the Client shall be liable to pay a fee of Rupees ______________________ _____________________ Only (INR ______________/-; the “Service Fee”) per month/day towards the Services being provided by the Company.
4.3. In addition to the Registration Fee and Service Fee, the Client is also liable to bear all charges towards transportation of the Care Giver to and from the Client’s premises, being an amount of Rupees ___________________________________________ Only (INR ______________/-; the “Transportation Allowance”);
4.4. All Service Fee payable by the Client will be billed in advance, every fifteen (15) days from the date of execution of this Agreement and shall be payable by the Client prior to the Company providing the Services set out herein. The Client shall be required to settle all invoices issued by the Company within a period of two (2) days from the receipt of the same.
4.5. In the event the Client fails to settle any invoices within a period of two (2) days from when such amount becomes due, the Company reserves the right to terminate this Agreement without further liability.
4.6. All payments due and payable under this Agreement shall be made directly to the Company, either by way of an inter-bank transfer or cheque to the following account:
4.7. Any cash payments being made by the Client should be paid against an official receipt of the Company. The Client agrees that no payments due under this Agreement shall be directly paid to the Care Giver. The Company will not be liable for any loss or damage arising due to any payments made directly to the Care Giver.
5.1. The Client agrees to defend, indemnify, and hold harmless the Company and its respective director(s), officer(s), employee(s), representative(s), and agent(s) (collectively the “Indemnified Persons”) from and against any and all claims, actions, demands, legal proceedings, liabilities, damages, losses, judgments, authorized settlements, costs or expenses, including without limitation reasonable attorneys’ fees, (collectively, the “Damages”) arising out of, or in connection with the Services rendered hereunder has caused bodily injury (including death), or has damaged or lost real or tangible personal property of the Client or the patient.
6. HIGH RISK CONSENT
6.1. The Client agrees that the Company will provide the Services to chronically ill patients and patients on ventilator support subject to the following:
6.1.1. The Company or the Care Giver shall not be held responsible for any loss, injury, damage, or death of the patient due to any sudden changes and/or deviations in the health of the patient.
6.1.2. The Company or the Care Giver are only providing the Services to take care of the patient as per the patient’s treating doctor’s advice and shall not be responsible for providing medical advice or emergency care.
6.2. In the event the Company is required to provide Services for chronically ill patients and patients on ventilator support, the Client hereby confirms that the Client has been informed and aware of the health condition of the patient and agrees that the Services rendered by the Company are limited to providing assistance in taking care of the patient only. [Note to draft: The Company should also require the Clients to sign the High Risk Consent Form.]
7.1. For the duration of the Services, and for a period of at least one (1) year thereafter, the Client shall not solicit or attempt to influence any Care Giver or other person employed by the Company (whether as an employee, consultant, advisor or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to the Client or any person or entity which is a competitor of the Company.
7.2. In the event that the Company is of the reasonable opinion that the Client has solicited the employment of the Care Giver or any other employee of the Company, the Company shall have the right, at its sole discretion, to approach a Court of competent jurisdiction to seek appropriate reliefs against the Client, including claim for damages which shall not be less than the revenue generated by the particular Care Giver during each calendar year.
7.3. The Client acknowledges and agrees that the restrictions contained in Clause 7.1 of this Agreement are considered reasonable for the legitimate protection of the business and goodwill of the Company.
8.1. This Agreement shall stand terminated on (i) the expiry of the agreed period during which the Services are to be rendered by the Company; or (ii) written termination of the Agreement by the Client or the Company; or (iii) upon admission of the patient to hospital, nursing home or his/her death.
8.2. In case of temporary admission of the patient to a hospital, rehabilitation institute etc. the Agreement shall “rest” or “freeze” from the date of such admission.
8.3. The Company shall have the right to terminate this Agreement with immediate effect in the event the Client is in breach of any of the terms of this Agreement or fails to pay the Service Fee or the Transportation Allowance when due.
8.4. On termination of this Agreement under Clause 8.1 of this Agreement, the Company shall refund any Service Fee that has been paid in advance by the Client., subject to deduction of any dues payable to the Company for Services rendered till the date of termination.
9. DISCLAIMER OF AGENCY
9.1. Nothing in this Agreement shall be construed to constitute any party as an agent of any other party and nothing contained in this Agreement shall allow any party to create or assume any obligations or liabilities on behalf of any other party for any purpose whatsoever; or to represent to any person, firm or entity that such party has any right or power to enter into any binding obligation or liability on the other party’s behalf.
10. GOVERNING LAW, ARBITRATION AND JURISDICTION
10.1. This Agreement shall be governed by, and be construed in accordance with the laws of the Republic of India.
10.2. The parties shall endeavour to settle by mutual conciliation, any claim, dispute, or controversy (each, a “Dispute”) arising out of, or in relation to, this Agreement, including any dispute with respect to the existence or validity hereof, the interpretation hereof, the activities performed hereunder, or the breach hereof. Any Dispute which cannot be resolved through such conciliation within fifteen (15) days or such extended period as the Parties hereto may agree upon, shall be finally settled in accordance with provisions of the Arbitration and Conciliation Act, 1996 and any statutory modification or re-enactment thereof for the time being in force.
10.3. Such arbitration proceedings shall be adjudicated by a single arbitrator mutually agreeable to, and appointed by, the parties. In the event the parties fail to appoint a single arbitrator, the parties shall appoint one (1) arbitrator each and the two (2) arbitrators so appointed shall nominate a third presiding arbitrator. The decision of the arbitrator(s) shall be final and binding on the parties. The arbitration proceedings shall be conducted in Bangalore and the language for arbitration shall be English. All aspects of the arbitration shall be treated as confidential.
10.4. Subject to Clause 10.2 hereinabove, the Parties submit to the exclusive jurisdiction of the competent courts at Bangalore, Karnataka, India.
The Company reserves the right to modify the terms of this Agreement at any time subject to intimating the Client of the same.
12.1. The parties hereto agree that if any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable, such provision shall be severed from the remainder of this Agreement and the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired and such remaining provision shall remain valid, binding and in force between the parties.
13.1. No forbearance, indulgence or relaxation of any party at any time to require performance of any provision of this Agreement shall in any way affect, diminish or prejudice the right of such party to require performance of the same provision and any waiver or acquiescence by any party of any breach of any provision of this Agreement shall not be construed as a waiver or acquiescence of any continuing or succeeding breach of such provisions, a waiver of any continuing or succeeding breach of such provisions, a waiver of any right under or arising out of this Agreement or acquiescence to or recognition of rights and/or position other than as expressly stipulated in this Agreement.
14.1. The parties hereto agree to maintain all aspects of this Agreement in the strictest confidence. The parties further agree that their discussions and exchange of information before and after the execution of this Agreement are strictly confidential. Notwithstanding anything herein to the contrary, any Party may disclose any information to the extent necessitated by applicable law.
14.2. It is hereby clarified that the confidentiality obligations under this Clause shall not extend to information: (i) that is in the public domain through no fault of the recipient party; (ii) that was previously known by the recipient party at the time of disclosure thereof; (iii) that was disclosed to the recipient party by a third party without any obligations of confidentiality; (iv) that is independently created by the recipient party; or (iv) information disclosed to the recipient party without confidential or proprietary restriction.
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