Terms and Conditions

1. Account Enrolment

To access the Services, you must first establish a user account ("Account") on the Website by providing requested information. If you are establishing an account on behalf of a legal entity, then you should have the required authorization to do so. Except for subaccounts established for a minor of whom you are a parent or legal guardian, you agree that you will not create more than one Account, or create an account for anyone other than yourself (or the legal entity you represent) without first receiving permission from the other person.

In exchange for your use of the Services and, if applicable, for NPP to perform the Services, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by our Order Form; and (ii) each time you log on, maintain and promptly update such Account information to keep it true, accurate, current and/or complete. If you provide any information that is untrue, inaccurate, not current and/or incomplete, or we have reasonable grounds to suspect that such Account information is untrue, inaccurate, not current and/or incomplete, we reserve the right to suspend or terminate your Account and refuse all current or future use of the Services.

You represent and warrant that you are at least Eighteen (18) years of age and possess the legal right and ability, on behalf of yourself or a minor of whom you are a parent or legal guardian, to agree to these Terms of Use. NPP may, in its sole discretion, refuse to accept your registration due to non-compliance with any eligibility requirement. You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any applicable laws. You must not transmit any worms or viruses or any code of a destructive nature while using the Website. A breach or violation of any of the Terms of Use will result in an immediate termination of your Services. NPP shall have a right to immediately terminate and/or suspend the Services at any time for a particular User without giving any reason/notice to such User.

You shall not share your login/credentials with any other person, and you will not share any of the contents on the Website with anyone. NPP shall not be made liable and cannot guarantee against unauthorized access if you lose your login credentials or they are otherwise compromised. Please safeguard your login credentials and report immediately any actual or suspected breach of account to NPP.

2. Standard Terms & Conditions

2.1 Order Request

Once the User provides the enquiry for the quantity of Products confirmed to be purchased by the User, NPP shall provide a quote (including freight, customs and insurance, if applicable) after sourcing it from various suppliers from time to time and request the User for an Order Request (defined below). For this Agreement, "Order Request" means the order, work order or a prescription each written, signed and stamped raised by the User on the NPP Website for availing the Services and which has been accepted by NPP in writing by issuance of a proforma invoice ("Invoice"), to which this Agreement is deemed to be incorporated by reference. Upon issuance of the Invoice, the same shall constitute an agreement by the User to purchase the Products sourced by NPP from various suppliers from time to time subject to the terms of this Agreement.

Any Order Request which does not have a valid order number, bill to address and ship to address shall not be accepted by NPP. Any different or additional terms and conditions referred to in the User's Order Request shall not form part of the Agreement between the Parties in relation to the purchase of the Products. The User expressly waives its terms and conditions which shall have no relevance and confirms that only these Terms and Conditions will govern the sale of Products between NPP and the User, unless the same are separately agreed to by NPP in writing at its discretion. No accepted Order Request may be cancelled, varied, or deferred by the User (in whole or in part) except if any agreement has been entered in writing between NPP and the User, subject to the payment of corresponding costs incurred by NPP, if any.

2.2 Delivery

The Order Request shall be processed and Products shall be sourced and delivered by a third party logistic partner appointed by NPP to the User Ex-works (EXW) or Cost on Freight (CNF) or Cost Insurance Freight (as may be agreed between the Parties), only after payment of the Price (defined below) is received in full by NPP unless the User is entitled to credit, in which case the Products will be delivered only after NPP receives the Invoice duly signed and stamped as "Accepted" by the User.

In the event the User fails to take or accept delivery of any Order Request of Products in case of delivery EXW or fails to notify NPP to ship the Products in case of delivery of Products on CNF or CIF basis, within two (2) days of notification to the User that the Products are ready for shipping, then User shall be under an obligation to pay to NPP for any cost and expense on actuals with respect to return and/or destruction of the said Product as per applicable laws.

Title and risk of loss or damage shall pass to the User upon receipt of the Products at the Delivery Point (defined below), unless otherwise agreed to by the User in writing. NPP shall obtain insurance while the Products are in transit from NPP to the Delivery Point. All delivery dates are approximate dates only, estimated in good faith to the best of NPP's ability, and time for delivery shall not be deemed to be of the essence. NPP shall neither be liable for any delay in delivery of the Products howsoever caused nor shall the User be entitled to refuse to accept the Products due to delay in delivery.

"Delivery Point" means the location of the supplier from where the Product shall be delivered directly to the User.

2.3 Price and Payment

The Products will be purchased at the price shown in the Invoice, which shall also include the cost related to facilitating the User to obtain the import license of the Product or, if NPP notifies the User of an increase in price, at that additional cost ("Price"). To account for any increase in costs incurred by NPP as a result of new or increased taxes, government orders, notifications, or changes to delivery dates, quantities, or specifications for Products that the User requests and that NPP accepts, NPP may, at any time before delivery, give written notice to the User and adjust the Price of any Products.

The Price will include delivery on an EXW or CNF or CIF basis (as the case may be) as well as Taxes, freight, customs and insurance, or any other statutory charges if applicable. The User shall pay the Price in full (without set-off or deduction of any kind) within Seven (07) days of the issuance of the Invoice. Time of payment is of the essence. Should the User fail to pay the Price, NPP reserves the right to hold the Order Request. Additionally, NPP shall be entitled to set off any amount owed by it to the User against any amount owed by the User to NPP on any account whatsoever and/or immediately terminate the Order Request, or suspend or cancel the further delivery of any Products to the User.

2.4 Damages and Liability

Save as provided in this clause and the clause on Indemnity below, Products once delivered to the User cannot be returned or replaced. The User shall: (i) ascertain on receipt of the Product for shortage or whether the delivered Product does not comply with the Specifications (defined below) in relation to any matter discoverable upon visual inspection (collectively "Obvious Defects"), and (ii) notify NPP in writing through E-mail on info@namedpatientprogram.com along with supporting evidence of any Obvious Defects by and not later than two (02) days from the delivery date. Any claim for such Obvious Defects should be accompanied by a photo of outer packing/carton in which the Product was delivered by a third party logistic partner appointed by NPP. NPP shall not entertain any claims after the said period of two (02) days.

The above however shall not apply to Products which in NPP's opinion have been (i) misused or subject to neglect, improper or inadequate care or (ii) dealt with, used or stored contrary to good trade practice or any oral or written instructions of NPP or the manufacturer of the Product or (iii) adversely affected by anything done or not done after the Products have been delivered by NPP.

For this Agreement "Specifications" means the requirements, attributes and specifications of the Products that are set out in the applicable Order Request, including: (a) documentation published/provided by the supplier of the Product; (b) operational and technical features and functionality of the Product.

In case User communicates, within such two (02) days term, the Obvious Defects, NPP will facilitate replacement or return of such non-compliant Product at the cost of the supplier. In case of Obvious Defects, NPP's responsibility shall be limited to the above-mentioned replacement or return only.

2.5 Representations & Warranty Disclaimer

Except as expressly provided under the Agreement, no warranties, express or implied, are given in respect of the Products, and any implied warranty, including that of merchantability or fitness for any purpose, is hereby expressly disclaimed.

2.6 Force Majeure

If NPP is prevented from performing or is unable to perform any of its obligations under this Agreement due to any act of God, fire, casualty, flood, earthquake, war, strike, government ordered lockdowns, epidemic, pandemic, destruction of production facilities, riot, insurrection, material unavailability, or any other such cause which is beyond the reasonable control of NPP, and if NPP shall have used its best efforts to mitigate its effects, NPP shall give prompt written notice to the User, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Notwithstanding the foregoing, if Force Majeure continues for a period of sixty (60) days, NPP may terminate all the pending Order Requests by written notice to the User.

2.7 Taxes

Unless otherwise stated in the Order Request, all prices or other payments stated in the Order Request are inclusive of all taxes, including Goods & Services Tax (GST). NPP shall separately itemize all applicable taxes each on each invoice and indicate on each invoice its applicable tax registration number(s). The User will pay all applicable taxes to NPP when the applicable Invoice is due. NPP will remit all applicable taxes to the applicable government authority as required by applicable laws and file necessary returns within the stipulated time.

Notwithstanding any other provision of this Order Request, the User may withhold, from all amounts payable to the NPP, all applicable withholding taxes (if required to be deducted as per law) and to remit those taxes to the applicable governmental authorities as required by applicable laws and over to NPP a certificate in respect of withholding tax deducted within the statutory timeline.

NPP being duly registered under the applicable Goods and Services Tax Laws (GST Laws), NPP shall comply with all the applicable GST Laws for the supply of the Products and/or the Services made by them to the User. The User shall be under no obligation to intimate any such non-compliance (whether or not observed) to the Supplier, where the User is unable to claim 'input tax credit' for such Products and/or Services. If NPP defaults in compliance, NPP undertakes to immediately take all corrective action, within the applicable statutory, time limit, to enable the User to claim the input tax credit and to immediately inform the User, in writing, of the completion of such corrective action, failing which, the User shall, in addition to all its other rights and remedies at law and equity, be entitled to deduct and/or claim any amounts equivalent to such loss of input tax credit, including any losses due to penalties and interest, if any.

3. General Conditions

We reserve the right to refuse Service to anyone for any reason at any time. You understand that your content (excluding payment information) may be transferred unencrypted subject to applicable law, and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Payment information is always encrypted during transfer over networks.

You agree and undertake not to reproduce, duplicate, copy, alter, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any content on the Website through which the Services are provided. Your right to use the Website is non-transferable and non-exclusive. Any rights given to you by virtue of using the Services are not transferable and non-exclusive. Any reproduction, retransmission, redistribution, publication or other use of any content, form or document available on the Website is strictly prohibited other than for your personal use. You do not have nor can you acquire ownership rights to any content or document obtained from our Website.

NPP shall not be liable for any refunds to the User if the Product is delivered in accordance with the terms of this Agreement or a back-to-back order request raised by NPP has been accepted by the supplier of the Product. Any grievances can always be communicated to the support team at info@namedpatientprogram.com.

NPP plays the role of a facilitator for providing the Services only, and this Website is not, and should not be construed as, an offer, invitation, or solicitation to buy or sell any of the Products and/or Services mentioned herein without prejudice to the generality of the above, NPP or its licensor or advisors or consultants shall not be liable for:

• any wrong medication or treatment prescribed/given by the User's medical practitioner(s), or any medical negligence on the part of the User's medical practitioner(s);
• any claims or damages in respect of the Products.

You hereby give your consent to us for using your location, camera, audio, storage, video, microphone, medical information, etc. for providing you the Services under this Agreement.

You shall not reverse engineer, decipher, decompile, decode, decrypt, disassemble, frame, hotlink or deeplink or derive any source code or the content from the Website.

You agree that you will not perform any act that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) with respect to its functionality, performance and efficiency.

You agree that you shall not engage in spamming, including but not limited to any form of emailing, posting or messaging that is unsolicited.

You will not submit any of your information under (i) a false name or pretenses; or (ii) disguising or attempting to disguise the IP address from which your content is submitted.

We reserve the right, but are not obligated, to limit the sales of Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the Services that we offer.

For the avoidance of doubt, NPP, under the scope of Services, is not involved in providing any healthcare or medical advice or diagnosis and hence is not responsible for any outcome between you and the medical practitioner you interact with.

NPP shall not be responsible or liable in any manner to any User for any losses, damage, injuries or expenses incurred by the User as a result of any disclosures or publications made by NPP, where the User has expressly or implicitly consented to the making of disclosures or publications by NPP. If the User had revoked such consent, then NPP shall not be responsible or liable in any manner to the User for any losses, damage, injuries or expenses incurred by the User as a result of any disclosures made by NPP before its actual receipt of such revocation.

4. Ownership

You hereby agree that NPP and its licensor owns and/or has a license to use all proprietary rights, including copyrights, patents, trademarks, brand names, logo, design and any trade secrets of the Website. The Users agree that other than the express licenses granted in this Agreement, NPP or its licensor does not transfer ownership of any of these rights. All the contents on the Website are owned and/or licensed by NPP and/or its licensor; they shall not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way without NPP's prior written permission.

You agree that you are the sole owner of all rights (including all intellectual property rights) in the content that you post on the Website. To the extent required and permissible by law, you grant to NPP and its licensor a non-exclusive, perpetual, non-revocable, royalty free, worldwide, transferrable, sub-licensable right to host, display, demonstrate, publicly perform, use, reproduce, copy, format, modify, create derivative work/s and distribute any materials, trademarks, trade names and other forms of your intellectual property which you have provided to NPP.

5. Data Collection and Usage

In the course of your use or accessing and/or using the Website and the Services, we may obtain information about you or you may provide certain information to us. By accepting these Terms of Use, you consent to the collection, use and disclosure of your information generated and uploaded by you. Subject to our Privacy Policy, we may share and/or disclose some of these information and/or aggregate findings (not the specific data) from these information in anonymized form (i.e., non-personally identifiable), for consideration or without, with our advertisers, sponsors, investors, strategic partners, content providers, customers, healthcare companies and others and/or incorporating it into other material or making a derivative work based on it, to help improve our Website/Services, facilitate R&D and innovation, grow our business, and you hereby give consent to NPP for such collection, use and disclosure.

6. Errors, Inaccuracies and Omissions

Occasionally there may be information on our Website or in the Services that contains typographical errors, inaccuracies or omissions that may relate to Services. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information. We undertake no obligation to update, amend or clarify information in the Services or on the Website, including without limitation, pricing information, except as required by law.

7. Prohibited Usage

You hereby agree that the Website will be used by you for Product enquiry and raising Orders Request for the Products on the Website only. You hereby agree that you shall not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic, harassing, blasphemous, defamatory, obscene, invasive of another's privacy, racially or ethnically objectionable, or sexually suggestive photos and videos, information relating to or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever.

You acknowledge that to ensure compliance with legal obligations, NPP may be required to review certain content submitted on the Website to determine whether it is legal or whether it violates the Terms of Use or harms minors in any way or infringes any patent, trademark, copyright or other proprietary rights(se), violates any law for the time being in force or threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

NPP may also modify, prevent access to, delete or refuse to display, terminate the contract, disable the User Account logins when we believe the same violates the law or the terms in this Agreement.

You agree that in the event of violations of the terms of this Agreement, NPP shall have the right to take necessary legal proceedings and seek all available remedies.

In addition to other prohibitions as set forth in the Terms of Use, you are prohibited from using the Website:

• (i) for any unlawful purpose;
• (ii) to solicit others to perform or participate in any unlawful acts;
• (iii) to violate any applicable laws, regulations, rules, or local ordinances;
• (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
• (v) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
• (vi) to submit false or misleading information;
• (vii) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any other websites and applications, or the internet;
• (viii) to collect or track the personal information of others;
• (ix) to spam, phish, pharm, pretext, spider, crawl, or scrape;
• (x) for any obscene or immoral purpose;
• (xi) to interfere with or circumvent the security features of the Services;
• (xii) to do any acts that threaten the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation;
• (xiii) to impersonate another person or harm any minor; or
• (xiv) to post information that does not belong to you or over which you do not have sufficient legal rights.

We reserve the right to suspend or terminate your use of the Service or Website for violating any of the prohibited uses without any further notice to you.

8. Disclaimers

We do not guarantee, represent, or warrant that your use of our Services or our Website will be uninterrupted, timely, secure, or error-free. We do not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. You agree that from time to time we may stop providing the Services for indefinite periods of time or suspend the Services at any time, without notice to you.

You expressly agree that your use of, or inability to use, the Services is at your sole risk. The services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use. To the fullest extent permitted by law, we hereby disclaim all representations and warranties or conditions of any kind, either express or implied, created by law, contract or otherwise, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

We also disclaim any liability arising out of any pre-existing medical condition; or any adverse drug reaction or sudden escalation of a prior medical condition or medical situations or any injury or death of the User. Neither NPP nor its contractors and/or agents and/or licensors shall be liable to a User, monetarily or otherwise, for any such occurrence; the responsibility and liability at all times lies with the User.

9. Indemnification

You agree to indemnify, defend and hold harmless NPP and its affiliates, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any and all claims, actions, expenses, proceedings, losses, settlements, judgments, liabilities, suits, damages, disputes or demands, including reasonable attorney's fees, made by any third-party or other users of the Website due to or arising out of:

• (i) your violation of any applicable law;
• (ii) your violations of the rights of a third-party;
• (iii) breach of any third party intellectual property right;
• (iv) your use or access of the Services through the Website;
• (v) for any breach, default, contravention, non-observance, non-performance, improper performance of any of his/her/its obligations or the terms, conditions, covenants and provisions contained in the Agreement;
• (vi) any negligent or intentional wrongdoing on your part,
• (vii) misrepresentations or fraudulent feedback that has adversely affected NPP and/or its licensor and/or its other Users, and
• (viii) any such claim or liability arising out of unauthorized use of Website and content within the Website,
• (ix) with any use or misuse of the Products and/or further processing and use of the Products and/or the integration or combination of the Products with other medical products or with any other products including for any breach of applicable laws relating to the limited rights of the Users relating to the Product.

10. Limitation of Liability

In no case shall NPP, our directors, shareholders, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors (collectively, called as the "Protected Entities") be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service procured using the Services, or for any other claim related in any way to your use of the Services, or any and all effects or defects of the Product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Services or any content posted, transmitted, or otherwise made available via the Services, even if advised of their possibility.

Under no circumstances will Protected Entities aggregate liability to you for all claims, including third party claims, or losses arising from or in connection with or relating to the Services and this Agreement, whether in contract (including under an indemnity), tort (including negligence), strict liability, statute or otherwise, exceed the value of INR 100. Please be aware that additional legal notices, disclaimers, and other terms and conditions may apply to portions of the Website.

11. Termination

You shall continue to be bound by the Agreement once you have placed an Order Request with NPP on the Website. In such case you may cease being bound by the Agreement only after payment of the Price of the said Order Request and when the Service you use comes to an end.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Use, we also may terminate this Agreement and the user login at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

The obligations and liabilities of the User incurred before the termination date shall survive the termination of this Agreement for all purposes, and any provision of this Agreement which by its nature is intended to survive will survive the termination of this Agreement.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India without reference to its conflict of law principles. All the disputes arising between the parties hereto shall be settled exclusively by the competent courts located at Ahmedabad, India.

13. Miscellaneous

In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from the remainder of the Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions of this Agreement.

Notwithstanding anything herein to the contrary, NPP shall not be liable for any losses arising out of the delay or interruption of its performance of any obligations due to any act of God, act of governmental authority, act of public enemy, war, epidemic, pandemic and lockdown, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond its reasonable control.

The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

This Agreement and any policies or operating rules posted by us on the Website in respect to the Services constitutes the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use).

Any ambiguities in the interpretation of these Terms of Use shall not be construed against the drafting party.

You can review the most current version of the Terms of Use at any time on the Website. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Use by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website or the Service following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

Communications: You hereby agree to receive emails, messages, calls, auto-dialled or pre-recorded calls, notifications, appointments, etc. from our Website at any time with the use of your information that has been provided by you subject to applicable law through e-mail and text messages and agree and understand that such transmission of messages from our Website to you or vice versa shall additionally be governed by 'privacy policies' and 'terms of use' of such third party service providers as may be applicable from time to time. You hereby voluntarily consent to receive transactional and/or promotional emails/SMSs from us at any time we deem fit. This consent is also for purposes that include and are not limited to clarification calls and marketing and promotional calls.

Any questions about the Terms of Use should be sent to us at info@namedpatientprogram.com.