Terms & Conditions
Contract Terms and Conditions for Doctors and Clinics
1. Non-Compete
1. Relationship with customers: Doctor/clinic will not interact with the Client's customers outside of the Vetigo platform. Even when the doctor stops working with Vetigo, he/she will not provide services to customers till the completion of 2 years from the last day of association with Vetigo.
2. Non-Poaching. Doctor will not refer customers to any other party that provides services similar to Client’s
3. No Rights to Client Intellectual Property. Except for the limited license to use materials provided by customer as may be necessary in order to perform Services under this Contract, doctor is granted no right, title, or interest in any customers or Vetigo’s Intellectual Property.
2. Confidentiality
1. Confidential Information. For purposes of this Contract, "Confidential Information" shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by doctor/clinic hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.
2. Confidential Information. The following constitute Confidential Information of Vetigo and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract. doctor will not use Vetigo name, likeness, or logo (Client’s “Identity”), without Vetigo prior written consent, to include use or reference to Client’s Identity, directly or indirectly, in conjunction with any other Clients or potential Clients, any Client lists, advertisements, news releases or releases to any professional or trade publications.
3. Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
4. Right to Disclose. With respect to any information, knowledge, or data disclosed to Vetigo by the doctor/clinic, the doctor/clinic warrants that the Vetigo has full and unrestricted right to disclose the same without incurring legal liability to others, and that Vetigo shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Vetigo’s use of any information, knowledge, or data disclosed by doctor must be made known to Vetigo as soon as practicable and in any event agreed upon before the start of any work.
3. Conflict of Interest
1. doctor/clinic represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary, or other duty or obligation to which doctor is bound. Doctors/clinic shall not accept any work from Vetigo or work from any other business organizations or entities which would create an actual or potential conflict of interest for the doctor or which is detrimental to Vetigo’ business interests.
4. Termination Rights to Terminate
1. Vetigo may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice.
2. Doctor may terminate this Contract by giving a notice in writing 30 days in advance.
3. Vetigo may terminate this Contract immediately for cause if the doctor fails to perform any of its obligations under this Contract or if breaches any of the warranties provided herein and fails to correct such failure or breach to Vetigo’s reasonable satisfaction within ten (10) calendar days (unless extended by Vetigo) following notice by Vetigo. Vetigo shall be entitled to seek and obtain all remedies available to it in law or in equity.
4. Upon termination of the contract, doctor will finish all the pending scheduled sessions in the next 30 days.
5. Upon termination or expiration of this Contract, doctor shall promptly return to Vetigo all materials and or tools provided by Vetigo under this Contract and all Confidential Information.
6. Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract.
5. Warranties/declaration
Doctor/clinic warrants that:
1. he/she has the all the requisite qualifications and experience as communicated to the Vetigo,
2. he/she will perform the Services hereunder in a professional and workmanlike manner,
3. he/she will maintain the integrity of doctor and patient relationship in all interactions with the Vetigo’s customers,
4. he/she has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed,
5. he/she will comply with all applicable federal and other jurisdictional laws in performing the Services,
6. he/she has all rights to enter into this Contract and there are no impediments to doctor’s execution of this Contract or doctor’s performance of Services hereunder.
6. Limitation of Liability
1. Except as set forth in this section below, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor for loss of data, profits or revenue, cost of capital or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages
2. Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to contractor’s obligation under the indemnification or confidential information sections of this agreement or either party’s liability to the other for personal injury, death or physical damage to property claims.
3. Clinic/Doctor agrees to defend, indemnify, and hold harmless CIZU Enterprize LLP, Vetigo platform and its affiliates from any and all damages, liability, and expense (including legal costs, other expenses, and attorney’s fees) in any way related to physician’s provision of medical care, even if caused in whole or part by the negligence, gross negligence, or other fault.
7. Inspection and Acceptance
1. Non-Conforming Services and Deliverables. If any of the Services performed or Deliverables delivered do not conform to specified requirements, Vetigo may require the doctor to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at doctor’s sole cost and expense. When the defects in Services and/or Deliverables cannot be corrected by re-performance, Vetigo may: (a) require doctor to take necessary action, at doctor’s own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by doctor and accepted by Vetigo.
2. If doctor fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Client to be sufficient to ensure future performance in full conformity with such requirements, Vetigo may (a) by contract or otherwise, perform the services or subcontract to another doctor to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to doctor and/or (b) terminate the project and/or this Contract for default.
9. Miscellaneous
1. Dispute with customers. In case of any dispute arising between customer and doctor/clinic, Vetigo will not be liable in any from to either of the parties, Including the customer/patient.
2. Assignment. doctor shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Vetigo. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors, and assigns.
3. Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of honorable court of Delhi.
4. Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.
5. Independent Contractor. Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between doctor and Vetigo. Both parties agree that doctor/clinic at all times during this Contract shall remain, an independent contractor.
6. Force Majeure. Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time deemed reasonably necessary by both doctor and Vetigo. If the delay remains in effect for a period in excess of thirty days, Vetigo may terminate this Contract immediately upon written notice to Therapist.
7. Entire Contract. This document and all attached or incorporated documents contain the entire agreement between the Parties and supersedes any previous understanding, commitments, or agreements, oral or written. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.
