These Terms form part of the VENDOR Enrolment Form for Online Ordering Services (“Form”) and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (the ”VENDOR”), and SWATI RX and its affiliates, regarding use of SWATI RX's Platform (as defined below) for the provision of Pharmacy Services (as defined below) by the VENDOR to the Customers (as defined below).
DEFINITIONS:
“Vendors Agreement” means the agreement executed in person between the Vendor and SWATI RX.
“Commission” means the amount payable by the VENDOR to SWATI RX, being 5% of Net Sales as set out in the Vendors Agreement.
“Customer” means users who place Orders through the Platform.
“Customer Application” means the proprietary online website and/or mobile based Order placement application of SWATI RX available on the Platform, which enables the Customers to (a) place an Order with the VENDOR for the purpose of availing Pharmacy Services; and (b) track the status of the Order placed by such Customer with the VENDOR; and (c) facilitates a provision of payment by the Customer towards the Pharmacy Services availed from the VENDOR.
“Customer Data” means any and all identifiable information about Customer provided by the Customer via the Platform, including, but not limited to, Customer’s name, delivery addresses, email addresses, phone numbers, and Customer preferences, to be governed by the Privacy Policy.
“Delivery Charges” means the delivery fee charged by the Delivery Partner from the Customers on each Order where SWATI RX facilitates delivery of an Order to the Customers.
“Electronic Payment Mechanism” means the online and mobile based payment mechanisms including the third party payment gateways, credit card/debit card/net banking transfer and/or e-wallets and/ or SWATI RX credits that are available on the Platform for the purposes of facilitating the payment of the Order Value by the Customer.
Execution Date” means the date of execution of the Vendor Agreement and agreeing to the terms and conditions on the Vendor platform by the Vendor.
“Gross Sales” means the gross amount charged by the VENDOR to any Customer that is attributable to any Order placed through SWATI RX's Platform including all applicable taxes less discounts being offered by the Pharmacy on SWATI RX’s Platform (if any).
“Information” means the information set out and provided along with the Form and includes any information which is supplied by the VENDOR to SWATI RX under these Terms such as VENDOR’s name, establishment name, logo, the Drug items and images of Drug items, the price lists underlying the Drug, opening hours of the Pharmacies operated by the VENDOR, rates at which taxes are charged by the VENDOR to the Customer, delivery areas serviced by the Pharmacies and/or delivery terms, specific information the VENDOR is under an obligation to supply to SWATI RX (a) immediately on the Execution Date; or (b) within 1 (one) day from any change in such information.
“Delivery Partner” means a third party service provider who collects order(s) from the Pharmacy and delivers it to the Customer location.
“Logistics Services” means facilitation services offered by SWATI RX wherein SWATI RX would connect the VENDOR with Delivery Partner through its online technology platform, who shall pick Order(s) from the Pharmacy, and deliver the same to the Customers.
“List of Drug” means any document or virtual page, which lists out the items for sale offered by the VENDOR to the Customer, on the Platform.
“List of Drug Item Categorisation” means tagging with respect to drug items between Pharmacy Service and Supply of Drugs and OTC Drug Items (as defined below) as confirmed by the VENDOR to SWATI RX.
“Multiple Outlet Entity” means the Pharmacy, which has more than one outlet under the same ownership providing Pharmacy Services.
“Net Order Value” means Order Value received, less the Commission and any other additional amount, charges etc. that are due to SWATI RX from the VENDOR under these Terms or the Form.
“Net Sales” means the Gross Sales less applicable taxes charged by the Pharmacy and delivery charge and any similar charges levied by the Pharmacy (if any);
“Order Value” means the amount which is payable by the Customer upon placement of an Order with the VENDOR on the Platform for the Pharmacy Services.
“Parties” means SWATI RX and the VENDOR.
“Payment Mechanism Fee” means the amount payable by the VENDOR to SWATI RX, being a percentage of Order Value including taxes less any charge not levied by Pharmacy but collected by SWATI RX, as more specifically set out in the Form;
“Platform” means the Website and Customer Application owned by SWATI RX.
“VENDOR” means the entity/ individual being the legal owner of the Pharmacy as mentioned in the Form.
“Service Operator” means the SWATI RX operated centralized system used for receiving Orders from Customers through the Customer Application and transmitting those to the VENDOR.
“Services” means the following services offered by SWATI RX to the VENDOR, on and from the effective date, for the provision of Pharmacy Services by the VENDOR to the Customer through the Platform.
“Single Outlet Entity” means the Pharmacy, which has only one outlet providing Pharmacy Services.
“Supply of Drug and OTC drugs Items” means supply of any drug and OTC drugs items, through the Platform, other than Pharmacy Service.
“Website” means www.Swatirx.com/ (including the webpages contained and owned or controlled by SWATI RX), and such other media or media channels, devices, mobile applications, software, or technologies as SWATI RX may choose from time to time.
VENDORS OBLIGATIONS:
The VENDOR will not discriminate while servicing Orders received from Customer ordering via the Platform. VENDOR will not provide any preferential treatment to customers ordering independently from the VENDOR (i.e. customers ordering directly from a VENDOR).
VENDOR will ensure that the Information provided to SWATI RX is current and accurate, including but not limited to the VENDOR name, address, contact telephone number, email, manager/contact person details, delivery times, opening hours, List of Drug(s), price lists, taxes, List of Drug Item Categorisation, service addresses, and other relevant information.
VENDOR shall confirm to SWATI RX its List of Drug Item Categorisation between Pharmacy Service and Supply of Drugs and OTC Drug Items.
VENDOR shall ensure that it is the sole author/owner of, or otherwise controls all the content / material, including but not limited to the VENDOR’s name, establishment name, logo, List of Drug items, images of the drug and OTC drugs/ List of Drug items, etc. transmitted or submitted by the VENDOR to SWATI RX either through the Platform or otherwise (“Content”), or has been granted the right to use such Content from the rights holder of such Content and that it does not violate or infringe the rights of any third party or applicable laws;
VENDOR shall process and execute the Order(s) promptly.
The VENDOR shall be obligated to turn off “Accepting Delivery” feature on its online ordering mechanism whenever the VENDOR is unable to provide Pharmacy Services to the Customer.
VENDOR acknowledges and agrees that in the event the Customer’s experience with the VENDOR and the Pharmacy Services is hampered on account of acts and omissions attributable to the VENDOR, including but not limited to, frequent rejection of Order(s), SWATI RX reserves the right to take appropriate action in accordance with its policies, which may be amended from time to time.
VENDOR shall inform SWATI RX about any change or modification made to the Order by the Customer, directly with the VENDOR.
VENDOR hereby agrees that if it accepts the Order cancellation request raised by a Customer via the Platform for VENDOR, it shall not be eligible to receive any Order Value or amount for such cancelled Order.
VENDOR shall retain proof of delivery for a period of 1 Month from the date of delivery.
In the event the VENDOR undertakes delivery of any Order, it shall ensure only trained personnel undertake such delivery and the safety of the drug and OTC drugs is not compromised at any time until the Order is received by the Customer. The VENDOR agrees to indemnify SWATI RX for any claims that may arise on account delivery of Orders undertaken by the VENDOR.
The VENDOR warrants that the drug and OTC drugs provided to Customers are:
of fit for human consumption and is not expired;
compliant with Drugs and Cosmetics Act, 1940 and the rules, regulations, licenses, standards and guidelines issued thereunder;
compliant with all other relevant Indian legislation, including all applicable industry regulations.
Where the VENDOR avails any Optional Services, the VENDOR will additionally be liable to abide with the terms and conditions of such Optional Services or any other terms and conditions pertaining to the Optional Services, communicated by SWATI RX from time to time.
Contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order.
The VENDOR shall contact a Customer if an Order cannot be processed as requested or to clarify the details of an Order, if required, post confirmation of the Order.
The VENDOR shall remove any/all List of Drug items unavailable with the VENDOR.
The VENDOR shall ensure that the Order(s) are (a) in accordance with Order placed by the Customer; and (b) appropriately packed and adequately fastened to avoid any spillage during the transportation. VENDOR understands that the Order will be in transit for the period of delivery from the Pharmacy to the Customer and the VENDOR shall ensure that this is taken into consideration while accepting and preparing the same.
VENDOR shall address and resolve all Customer complaints received by SWATI RX relating to the efficacy, quality or any other issues relating to the Pharmacy Services expeditiously within timelines prescribed by the Ministry of Consumer Affairs or any other authority from time to time. Further the VENDOR shall be solely liable and bound to take action on complaints raised by Customer pertaining to the Order(s).
VENDOR acknowledges and agrees that VENDOR shall be required to furnish a copy of its PAN Card, TAN, GSTIN, Drug license and registration certificates and other details required as per law or for provision of Services, as maybe requisitioned by SWATI RX from time to time failing which, SWATI RX reserves the right to delist the VENDOR from the Platform and / or curtail it’s access from the Platform.
The VENDOR shall comply with the applicable law on the ban of single-use plastic and shall ensure that neither single-use plastic is used in packing any Order provided with the Order. VENDOR agrees and acknowledges that SWATI RX shall reserve a right to cancel all Orders that are packed by the VENDOR using single-use plastic and any payment made to the Delivery Partner assigned to such orders or refund/compensation made by SWATI RX to the Customers whose Orders are cancelled shall be recovered from VENDOR in accordance with SWATI RX’s cancellation policy. Further, any loss suffered by SWATI RX or the Delivery Partner due to use of single-use plastic by VENDOR, whether on account of any fine imposed by the authorities on SWATI RX or its Delivery Partner or otherwise, shall be recovered from the VENDOR by making deductions in accordance with the payment settlement process agreed under these Terms.
Furthermore, where SWATI RX provides Logistics Services, the VENDOR shall ensure that the Order is ready at the time the Delivery Partner arrives to collect the Order. Where the VENDOR fails to handover the Order to the Delivery Partner within the indicated kitchen preparation time, VENDOR shall be responsible for any and all issues and costs associated with delayed delivery including costs associated with reimbursing the Customer.
VENDOR acknowledges and agrees that it shall not make any independent calls to the Customer and asks the Customer to make payments of amounts greater than what was agreed by the Customer at the time of placing the Order through the Platform.
VENDOR except required for the fulfillment of Order shall not use the Customer data for sending any unsolicited marketing message, announcements.
VENDOR shall not engage in any fraudulent activity or misuse any benefits extended by SWATI RX to Customers and shall be liable to SWATI RX in the event SWATI RX becomes aware of any fraudulent activity undertaken by the VENDOR.
VENDOR shall ensure to update the Merchant Application as and when the latest version of the application is available.
VENDOR shall ensure to protect and maintain the Customer experience on the Platform by accurately displaying the details of the Pharmacy including but not limited to item names & images in the List of Drug
LICENSE:
VENDOR grants to SWATI RX an unrestricted, non-exclusive, royalty-free license in respect of all Content (defined hereinabove) and Information provided to SWATI RX by the VENDOR for the purposes of inclusion on the Platform and as may be otherwise required under the Form. This includes, but is not limited to, (a) use of the VENDOR’s name in the context of Google adwords to support advertising and promotional campaigns to promote online ordering on internet which may be undertaken by SWATI RX (b) preparation of derivative works of, or incorporate into other works, all or any portion of the marketing materials which will be made by SWATI RX for the purposes of its business.
Any Content, information or material that the VENDOR transmits or submits to SWATI RX either through the Platform or otherwise shall be considered and may be treated by SWATI RX as non-confidential, subject to SWATI RX’s obligations under relevant data protection legislation.
The VENDOR also grants to SWATI RX a royalty-free, perpetual, irrevocable, non-exclusive license to use, copy, modify, adapt, translate, publish and distribute world-wide any Content, information or material for the purposes of providing Services under these Terms or to or for the purposes of advertising and promotion of the Platform. The VENDOR agrees that all Content , information or material provided to SWATI RX that is published on the Platform, may be relied upon and viewed by Customers to enable them to make informed decisions at the prepurchase stage.
PAYMENT MECHANISM:
The VENDOR acknowledges and agrees that the Platform will provide the following payment mechanisms to the Customers for the payment of the Order Value:
Cash on delivery.
Electronic Payment Mechanism; and
Redemption of vouchers and/or discount coupons (if any) approved by SWATI RX.
The VENDOR acknowledges and agrees that SWATI RX will provide the VENDOR with a monthly invoice within a period of 7 (seven) days from the last date of the preceding month for the Commission, Payment Mechanism Fee, refund charges, One-Time Sign-Up Fee and other amounts, charges that is payable by the VENDOR to SWATI RX in respect of the applicable Orders.
Invoices will be sent to the VENDOR by email. All invoices shall be issued from the respective state registered office of SWATI RX from where the Services are being performed by SWATI RX in order to comply with the provisions of Goods & Services Tax (GST) laws applicable in India.
The VENDOR acknowledges and agrees that all amounts that are payable to SWATI RX under these Terms shall be exclusive of the applicable taxes and that all applicable taxes will be charged separately.
OBLIGATIONS OF PARTIES IN CASE OF ONLINE PAYMENT ORDERS:
The VENDOR must meet all the following requirements when it receives an online payment Order:
ensure that it does not receive any additional payment from a customer (including but not limited to payment by cash) when payment has been made online by a Customer;
follow all special instructions contained on the Order receipt or as communicated by Delivery Partner/Customer; and
obtain a signature from the Customer acknowledging receipt of the Order when the VENDOR undertakes delivery of the Orders independently or through third parties, other than SWATI RX.
If the VENDOR has not complied with the delivery instructions drugs/OTC Drugs Goods to the Customer, whereby SWATI RX has (pursuant to the Customer’s complaint) been constrained to refund the Order Value to the Customer (“Problem Order”) in any manner, the VENDOR acknowledges and agrees that the VENDOR will not be paid for such Problem Order and that if the VENDOR has already received the Order Value from SWATI RX in respect of such Problem Order, SWATI RX will have a right in accordance with these Terms to deduct or offset such amount from or against any monies that are owed by SWATI RX to the VENDOR (in respect of future Orders) under these Terms.
VENDOR shall disclose all relevant details pertaining to Problem Order(s) with SWATI RX, if required by SWATI RX.
SWATI RX will communicate promptly with its bank if it becomes aware of any fraud having been committed by a Customer.
PAYMENT SETTLEMENT PROCESS:
The VENDOR acknowledges and agrees that any Order Value which is collected by SWATI RX for, and on behalf of, the VENDOR in accordance with these Terms, shall be passed on by SWATI RX to the VENDOR subject to the deduction of the following amounts (as applicable) by SWATI RX from such Order amount:
Commission (For cash on delivery orders and online paid Orders);
amount of Payment Mechanism Fee due from VENDOR;
amount of tax collected by SWATI RX in case of Pharmacy Service provided by VENDOR though the SWATI RX Platform; and
any other amount that are due to SWATI RX under the Form or on account of other services availed by VENDOR from SWATI RX to which specific consent of the VENDOR is accorded.
The Parties acknowledge and agree that after the deduction of the aforementioned amounts, SWATI RX shall remit the Order Value due to the VENDOR on a weekly settlement basis from the date the payment of the Order Value is received by SWATI RX. For weekly settlement of the Order Value, the Parties acknowledge and agree that after the deduction of the aforementioned amounts, SWATI RX shall remit the Order Value due to the VENDOR on a weekly basis after allowing reasonable time for adjustments towards Orders for which the Customers have either refused to pay or have claimed a refund, as applicable (but in accordance with the guidelines prescribed by Reserve Bank of India for payment systems and nodal account) (“Payment Settlement Day”). The Payment Settlement Day for Orders serviced from Monday to Sunday shall be on or before Thursday of the following week. If the Payment Settlement Day falls on a bank holiday it shall be the following working day.
Notwithstanding anything to the contrary contained in these Terms or the Form, the VENDOR, on behalf of itself and all its affiliates, hereby unconditionally and irrevocably authorizes SWATI RX to set off, withhold and deduct any amounts owed by the VENDOR or its affiliates to any SWATI RX Group Company under any agreement, arrangement or understanding between the SWATI RX Group Company and the VENDOR or its affiliates, from the Net Order Value, and apply such amounts towards the dues owed by the VENDOR or its affiliates to the SWATI RX Group Company.
COMMISSION STRUCTURE:
In consideration for the Services offered by SWATI RX to the VENDOR, the VENDOR undertakes to pay to SWATI RX commission at the rates set out in the Agreement, which commission amount may be determined by way of a percentage of the amount of the Net Sales (irrespective of the payments mechanism underlying the Order) (“Commission”).
From time to time, SWATI RX may change the fees for the Services, including without limitation the Commission rates, Payment Mechanism Fee or include any additional charges/ fee, provided however, that SWATI RX communicates such change(s) via email or any other modes of communication, seven (7) days prior to the date that such change(s) are to take effect.
TAXES:
Notwithstanding anything to the contrary herein, the VENDOR is, and will be, responsible for all taxes, payments, fees, and any other liabilities associated with the computation, payment, and collection of taxes in connection with Customer Orders for supply other than Pharmacy Service and the VENDOR’s use of the Platform and SWATI RX Services. SWATI RX may charge and collect applicable taxes from Customers on behalf of the VENDOR in accordance with instructions provided by the VENDOR and/or applicable law; and, in which case, SWATI RX will collect such tax solely on behalf of the VENDOR and shall pay such amount collected to the VENDOR. The VENDOR shall be solely responsible for verifying amounts collected, filing the appropriate tax returns, and remitting the proper amount to the appropriate tax authorities. Taxes shall include all applicable taxes due in relation to the sale of drug and OTC drugs, including pick-up and delivery services (if applicable), by the VENDOR. It is clarified that SWATI RX will not be liable for payment of any Taxes that the VENDOR is liable to pay in connection with supply other than Pharmacy Services which shall be provided by the VENDOR to the Customers in accordance with these Terms and that the VENDOR hereby undertakes to indemnify, defend and hold harmless, SWATI RX and each of its affiliates and (as applicable) all of their directors, officers employees, representatives and advisors against any tax liability that may arise against SWATI RX on account of the non-payment of Taxes by the VENDOR under these Terms. VENDOR will be required to deposit relevant taxes, including tax deducted at source (TDS) on the commission payable to SWATI RX. However, in case where SWATI RX withholds its Commission before remitting the settlement dues to the VENDOR, SWATI RX shall refund the TDS to the VENDOR subject to submission of the TDS certificate on a quarterly basis within sixty (60) days from the end of the quarter.
CONFIDENTIALITY:
Other than for provision of Service(s) by SWATI RX, SWATI RX does not share any other information of the VENDOR with third parties unless requisitioned by government authorities.
Other than for the purpose of availing Service(s) from SWATI RX, the VENDOR must not disclose any confidential information about SWATI RX, including but not limited to these Terms, its business strategies, pricing, revenues, expenses, Customer Data, and Order information to third parties.
WARRANTY & INDEMNITY:
VENDOR warrants that if the VENDOR ceases to do business, closes operations for a material term or is otherwise unable to offer services to Customers it will inform SWATI RX promptly. Where the VENDOR neglects to do so, whether by omission or fault, SWATI RX will not be held responsible for any liabilities, whether financial or otherwise.
VENDOR warrants that it will not offer for sale any potentially hazardous drug, tobacco product, or any other item prohibited by law.
SWATI RX warrants that it will undertake its obligations with reasonable skill and care.
SWATI RX does not guarantee or warrant that the Platform, Application, Tablet, SWATI RX Device, software, hardware or services will be free from defects or malfunctions. If errors occur, it will use its best endeavours to resolve these as quickly as possible.
VENDOR warrants that it complies and will remain compliant with the Drugs and Cosmetics Act, Legal Metrology Act, 2009 and the applicable rules and regulations made thereunder and any other requirements or applicable law in the relevant State or Territory and all other applicable legislation, regulations or standards.
VENDOR warrants to procure and keep valid during the subsistence of these Terms, all requisite licenses and/or registrations thereunder and provide copy of such licenses and/or registrations to SWATI RX prior to availing the Services.
The VENDOR agrees to indemnify and hold SWATI RX (and its directors, officers, agents, representatives and employees) harmless from and against any and all claims, suits, liabilities, judgments, losses and damages arising out of or in connection with any claim or suit or demand:
by a Customer (or any party on whose behalf a Customer has been acting), for reasons not attributable to the Service;
By a Customer (or any party on whose behalf a Customer has been acting) or any third party In respect of, arising out of or relating to the Content, Information or material provided by the VENDOR to SWATI RX, to be listed on the Platform.
in respect of, arising out of, or in connection with, Pharmacy Services (or any other services actually or purportedly offered in respect of or connected to the Pharmacy Services) and delivery of such Pharmacy Services when undertaken by the VENDOR;
in respect of or connected to the collection or payment of applicable taxes in any way connected to these Terms or any matter or goods or services under or arising from it;
in respect of quality of the Pharmacy Services provided by the VENDOR;
relating to harm caused by the VENDOR supplying any unsafe drugs/OTC drugs, any product failure, defect or hazard in any Pharmacy Services supplied or sold by the VENDOR or inadequate instructions or warnings provided to Customers pertaining to any hazards arising from or associated with the use of any Pharmacy Services supplied or sold by the VENDOR;
brought either by SWATI RX and/or third party on account of misuse, abuse, cheating, fraud, misrepresentation carried out by the VENDOR;
in respect of, arising out of or in connection of any use of the Customer Data, not in accordance with the Terms and/or the applicable law;
for any misleading or incorrect or false, information or data provided by the VENDOR;
CUSTOMER DATA:
The VENDOR agrees that the VENDOR will only use the Customer Data in fulfilling the applicable Customer Order and in complying with the VENDOR's obligations in this Form, and the VENDOR agrees that Customer Data will not be used to enhance any file or list of the VENDOR or any third party. The VENDOR represents, warrants, and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. The VENDOR agrees it shall not use the Customer Data for sending any unsolicited marketing message, announcements and for feedback purposes, and shall be solely liable to ensure that any third party with whom Customer Data is shared complies with the restrictions set forth herein. The VENDOR agrees that it will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling the applicable Customer Order. The VENDOR (and any other persons to whom the VENDOR provides any Customer Data) will implement and comply with reasonable security measures in protecting, handling, and securing the Customer Data. If any Customer Data is collected by the VENDOR (or otherwise on its behalf), the VENDOR shall ensure that it (and any applicable third parties) adopt, post, and process the Customer Data in conformity with an appropriate and customary privacy policy.
TERM & TERMINATION:
The arrangement between parties shall start on the Execution Date and unless terminated earlier under this clause shall continue indefinitely. Either Party may terminate the arrangement, with or without cause, at any time upon seven (7) days prior written notice to the other party. SWATI RX may terminate the arrangement or suspend the Services of the VENDOR with immediate effect if:
the VENDOR fails to conduct its business in accordance with these Terms and /or in accordance with the information given to SWATI RX, such as VENDOR proprietary rights, opening hours, delivery areas, delivery conditions, nature of drug served or prices;
the user experience for the VENDOR is not found satisfactory as per the SWATI RX standards;
for a continuous period of 5 days, the VENDOR fails to deliver Order(s) which are not fraudulent or unintentional;
upon the happening of any of the insolvency events such as bankruptcy, appointment of receiver, administrator, liquidator, winding up, dissolution;
SWATI RX identifies any fraudulent or suspicious activity on the VENDOR’s account;
the VENDOR fails to comply with Applicable Law and/or these Terms,; and/or
in case SWATI RX conducts any investigation to ensure VENDOR’s compliance with the Applicable Law and/or these Terms.
Parties may terminate their arrangement with immediate effect by notice in writing to the other party if the other party commits a material breach, which, in the case of a material breach capable of remedy, is not remedied within 1 Month after written notice is given to the breaching party, specifying the default. Termination of the arrangement: (a) in accordance with its Terms, shall not affect the accrued rights or liabilities of the parties at the date of termination; and (b) shall have no effect on: (i) the validity of Services already issued to Customers; or (ii) VENDOR’s obligations to pay for Services availed in accordance with this Agreement.
SWATI RX, at its sole discretion, reserves the right to suspend and/or terminate the Services immediately with a prior notice to the VENDOR on account of any alleged or threatened or actual (a) suspicious activity; and /or (b) breach of any intellectual property right of SWATI RX or any third party by the VENDOR; and/or (c) any false misrepresentation by the VENDOR; and/or (d).fraudulent activity. The VENDOR hereby agrees and acknowledges that in addition to the aforementioned right to terminate and/or suspend the Services, SWATI RX shall also have the right to withhold, set off and deduct any payments that may be due to the VENDOR from SWATI RX. Without prejudice to the other provisions of the Form or these Terms, and solely for the purposes of this Clause, the VENDOR hereby agrees, acknowledges and confirms that the amounts so set off, withheld and applied in the aforesaid manner shall be deemed to form part of the Commission payable by the VENDOR to SWATI RX under the Form and these Terms.
DISCLAIMERS:
To the fullest extent permitted by law, SWATI RX and its affiliates, and each of their respective officers, directors, members, employees, and agents disclaim all warranties, express or implied, in connection with this Form, the Platform and the SWATI RX services and any use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. SWATI RX makes no warranties or representations about the accuracy or completeness of the content and data on the Platform or the SWATI RX services' content or the content of any other websites linked to the website, and assumes no liability or responsibility for any (a) errors, mistakes, or inaccuracies of content and materials, (b) personal injury or property damage, of any nature whatsoever, resulting from the VENDOR's access to and use of the Platform and the SWATI RX services, (c) any unauthorized access to or use of SWATI RX' servers and/or any and all personal information and/or financial information stored therein, (d) any interruption or cessation of transmission to or from the website or otherwise with respect to the SWATI RX services, (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website or the SWATI RX services by any third party, and/or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the website or the SWATI RX Services.
LIMITATION OF LIABILITY:
For the purposes of this clause, “Liability” means liability in or for breach of contract, negligence, misrepresentation, tortious claim, restitution or any other cause of action whatsoever relating to or arising under or in connection with this Form, including liability expressly provided for under this Form or arising by reason of the invalidity or unenforceability of any term of this Form. SWATI RX does not exclude or limit Liability for any Liability that cannot be excluded by law. Subject to the preceding sentence, SWATI RX shall not be under any Liability for loss of actual or anticipated profits, loss of goodwill, loss of business, loss of revenue or of the use of money, loss of contracts, loss of anticipated savings, loss of data and/or undertaking the restoration of data, fraudulent Orders, any special, indirect or consequential loss, and such liability is excluded whether it is foreseeable, known, foreseen or otherwise. For the avoidance of any doubt, this clause shall apply whether such damage or loss is direct, indirect, consequential or otherwise. Although SWATI RX will use its best endeavors to ensure that the unintentional operational errors do not occur, SWATI RX cannot provide any warranty or guarantee in this regard. Notwithstanding anything to the contrary herein set out, SWATI RX’s aggregate liability under this Form shall not exceed the total value of the Order under which the claim arose.
MODIFICATION:
SWATI RX may modify these Terms from time to time, and any such changes will (i) be reflected on the Website, and (ii) be effective immediately upon the changes being reflected on the Platform. The VENDOR agrees to be bound to any such changes or modifications and understands and accepts the importance of regularly reviewing these Terms as updated on the Platform.
Further, in the event SWATI RX upgrades, modifies or replaces the Services (“Service Modifications”) offered to the VENDOR, SWATI RX will notify the VENDOR prior to making the same and give the VENDOR the opportunity to review and comment on the Service Modifications before continuing to use the Service or any alternative service offered by SWATI RX. The Service Modifications will also be reflected on the Platform. If the VENDOR continues to use the Service or any alternate service offered by SWATI RX, following any notice of the Service Modifications, it shall constitute the VENDOR’s acceptance of such Service Modifications.
