United For Her Private Limited, a private limited company duly incorporated under the Companies Act 2013 and having its registered office at Tower 2-9A, Sector 50, Gurugram, Haryana 122018 India (“UNITEDWECARE”) provides this website, www.unitedwecare.com (“Website”) and the UNITEDWECARE mobile application (“Application”) (collectively to be referred to as “Platforms) to you subject to the following conditions. By visiting or accessing the Platforms, you accept the conditions of use. Please read them carefully.
This Service Provider Agreement constitutes an electronic record within the meaning of the Information Technology Act, 2000 (as may be amended, modified, re-enacted, consolidated or replaced from time to time) and rules thereunder. By impliedly or expressly accepting the terms of this Partner Agreement, you also accept and agree that you have read, understood and are bound by this Partner Agreement, regardless of how you or anyone on your behalf has installed, accessed or used the Platforms. If you do not want to be bound by this Partner Agreement, you must not retain, access or use the Platforms in any manner whatsoever. Anything done, caused to be done, whether expressly or impliedly in contravention of this Partner Agreement may render you liable for legal action.
SECTION 1: Scope and object.
The Platforms are designed to facilitate interaction between an individual in need of help, distress with qualified professionals, with the intent of providing assistance to such individual. The Website i.e. www.unitedwecare.com is a global platform where the gap is bridged between those requiring help and those giving it. It is a one stop shop for: grievance sharing with professional yet empathetic counselors and psychologists, emotional stress and mental trauma healing through life coaches, physical maltreatment relief through medical experts and gynecologists for divorce trials and procedures, legal help and guidance for financial stability and footing, job assistance. This Platform is intended to not only support but also provide resolutions to issues faced by an individual, through the qualified experts in its network.
A Partner intending to be associated to the UNITEDWECARE network is expected to work for the cause, on free calls, for a nominal fees, in a sensitive and empathetic manner, at the appointed time, submit the case studies and resolve the issues by cause in an altruistic manner.
The object of UNITEDWECARE is to connect service providers/partners with customers as aggregators and facilitate payments for partners.
The first call is made to the counselor through the Application. This is to understand the cause of worry. An individual in distress often find themselves in the middle of nowhere. Hence, a call to the counselor will give them clarity and direction. Once that individual has clarity over the next probable action, such individual will have all the Partners/Service Providers listed on this Application where they can simply book an appointment with the respective service provider and take their case forward. All this is done in confidence while maintaining the privacy of all parties in an entirely ethical manner according to the code of conduct required of professionals.
SECTION 2: Definitions
“Confidential Information” includesany information, secrets in any form, that:
are designated as being confidential; or
a reasonable person knows or reasonably should understand to be confidential.
The following types of information, however marked, are not Confidential Information that:
is, or becomes, publicly available without a breach of this Agreement;
was lawfully known to the receiver of the information without an obligation to keep it confidential;
is received from another source who can disclose it lawfully and without an obligation to keep it confidential;
is independently developed; or
is a comment or suggestion one party volunteers about the others associated with UNITEDWECARE program to share the program benefits.
“Guest(s)” shall mean the persons accessing and obtaining services via the Website, Application.
“Materials” means technology including Services, Services Materials, security, technical and sales and marketing information and resources, training courses and materials and other benefits offered to Partners during their engagement pursuant to this Agreement.
“Partner/Service Provider” means any natural or legal person, who has agreed to become a partner by providing data required to register as a registered Partner on the Platform via the Website and/or mobile Application or other electronic and social media portals including Facebook, Twitter and be bound to the terms and conditions thereof.
Platform” means the website(s), apps, tools, platforms and/or other devices of www.unitedwecare.com and its affiliated companies and business partners on or through which the Service is (made) available.
“Services” means all services under this Agreement, including but not limited to services made available for users/Guests for license, for a fee, including any online services and other web-based services identified on the services list. Servicesalsoinclude consulting, counseling, job search and applications, and other services or advice provided through the Platforms; and any service that the Partner/Service Provider provides to UNITEDWECARE on the line reservation system of the Website through which service Provider can make their services available for reservation, and through which Guests can make reservations/bookings for such services, the facilitated payment, customer service and the communication service.
SECTION 3: TERMS AND CONDITIONS
Services You acknowledge and agree that UNITEDWECARE solely acts as enablers or facilitators between the Guest(s) and the Service Professional(s). The opinions, statements, answers (collectively “consultation”) provided by the Service Professionals via the Platforms are solely individual and independent opinions and statements of such individuals/Service Professionals alone, and in no way reflect the opinions of UNITEDWECARE, its affiliates or any other organizations or institutions of UNITEDWECARE to which such Service Professional is affiliated and/or provides services.
The Partner will duly and timely inform UNITEDWECARE of all services that will be included by them/him/her during the term of this Agreement. However, Partner shall remain liable and responsible for all liabilities and (payment/indemnification) obligations accrued or related to period prior to or after termination or delisting as Service Provider for reservations made prior to termination or delisting.
The Partner is responsible for informing www.unitedwecare.com about applicable taxes, fees, charges and levies (and any changes thereof) which will be charged to the Guest by the Partner for pre-paid reservations. Unless agreed otherwise in the Agreement or permitted otherwise by law, the rate shown to Guests on the Platforms shall be inclusive of tax charges and all such other (national, governmental, provincial, state, municipal or local) taxes, fees, charges or levies and the convenience fee charged by UNITEDWECARE on the Platform.
The Partner commits to make available a minimum number of appointments in a week for reservation via Website (“Minimum Allocation“) which shall be duly intimated to UNITEDWECARE upon his/her registration on the Platform. The Partner agrees to provide at least a minimum of 12 (twelve) hours of service in the duration of a year on pro bono basis / without consideration.
The Partner agree and acknowledges that UNITEDWECARE reserves the right to remove any Partner from the Platform, without any intimation for any reason including but limited to the price being charged by such Partner from the users for per session, the number of years’ experience a Partner possess etc.
By participating in any aspect of the Platform, the Partner acknowledges that rules of professional conduct shall apply to all aspects of the Partner’s participation and that the Partner will abide by such rules. The rules include, but are not limited to, the rules relating to advertising, solicitation of clients, unauthorized practice of the Partner’s respective profession, and misrepresentations of facts. UNITEDWECARE disclaims all responsibility for the Partner’s compliance with these rules.
The Partner agrees that he/she shall be solely liable for any grievance received by UNITEDWECARE regarding the Partner’s conduct or quality of the session while providing services to the Users. UNITEDWECARE reserves the right to remove/delist such Partner from the Platform and may take any legal action against such Partner.
The UNITEDWECARE Platforms reserve the right to change the rules regulations and legal provisions at any given time without prior notice. If a Service Provider violates any of the above-referenced rules in connection with his/her Services or use of this Platforms, UNITEDWECARE, in its sole discretion, may take any of the following actions: (a) Cancel the registration; (b) limit the Service Provider’s Account privileges; (c) suspend the Partner Account; (d) Cause the Service Provider to forfeit any fees earned on a cancelled booking; and/or (e) lower the Service Provider’s ranking earned via the Guest reviews.
The Partner/Service Provider acknowledges and agrees that UNITEDWECARE does not endorse any Services offered by the Partner/Service Provider on the Platforms or any opinion, recommendation, or advice expressed therein, and UNITEDWECARE expressly disclaims any and all liability in connection with all such Services.
Partner’s right to use Partner Services offered to UNITEDWECARE under the Program will be governed by this Agreement.
Partner is solely liable and responsible to discharge the liability pertaining to payment of gateway charges, convenience fees and Goods and Services Tax arising from the services provided by her/him through UNITEDWECARE. In no manner, UNITEDWECARE shall be held liable and responsible for any defaults/faults/frauds/error/omission done by or at the end of Partner regarding discharge of payment of gateway charges, convenience fee and Goods and Services Tax liabilities which pertains to Partner. In case, any penalty, damages or any other costs will be incurred by UNITEDWECARE because of any non-compliance of Partner, the Partner shall be liable to indemnify UNITEDWECARE for the same. UNITEDWECARE reserves the right to recover such costs and expenses incurred by it for and on behalf of the Partner.
InformationInformation provided by the Partner/ Service Provider for inclusion on the Platforms shall include information relating to the Services (including pictures, years of experience, and other description, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, cancellation and no-show policies and other policies and restrictions (the “Service Provider Information”) and shall comply with formats and standards provided by UNITEDWECARE. The Service Provider Information shall not contain any telephone or fax numbers or email (including skype) address or social media website/app/platform (including Twitter and Facebook), with direct references to the Partner or its websites, apps, platform, tools or other devices, or to websites, apps, platform, tools or other devices of third parties. The Platform reserves the right to edit or exclude any information on becoming aware that it is incorrect or in complete violation of the terms and conditions of this Agreement. Upon successful registration on the Platforms, the Partner/Service Provider will be entitled to a virtual space (“Partner Account”) which shall be utilized solely to enlist the Services that may be offered by the Partner to the Guests, and is not to be utilized for re-sale or other non-permitted business purposes.
The Partner /Service Provider represents and covenants that the Service Provider Information shall at all times be true, correct and not misleading. The Service Provider is at all times responsible for a correct and up-to-date statement of the information relating to the Services being offered by the Partner/Service Provider including additional availability of reservation slots for certain periods or any extraordinary (material adverse) events or situations (e.g. renovation or construction at or near the facility). If the Partner/Service Provider wishes to change any information provided to UNITEDWECARE pursuant to registering on the Platforms, the same can be updated by visiting the Partner Account area of the Platforms provided by UNITEDWECARE.
The information provided by the Service Provider for the Platforms shall remain the exclusive property of the Service Provider. However, the Service Provider acknowledges and agrees that information provided by the Service Provider may be edited or modified by UNITEDWECARE and subsequently be translated into other languages, and such translations shall remain the exclusive property of UNITEDWECARE.
Keeping the spirit of this Agreement the Service Provider agrees to give for each calendar date (subject to his/her availability) some availability for the Services offered by the Partner/Service Provider and is encouraged to provide UNITEDWECARE with fair access to the time slots as agreed per week and rates available during the term of the Agreement.
Agreement to share information. UNITEDWECARE will periodically request the following types of data in order to adequately assess the value of the Services:
Customer/Guest name (optional)
Agreement to provide program feedback.
will periodically request feedback on Guests experience with the Services:
(Value/quality of the Partners Services.
Quality of support
Impact on program’s business
Use, Ownership, and License Rights for Partner Services Pre-existing Work. All rights in any Pre-existing Work will remain the sole property of the party providing the Pre-existing Work. During the performance of the Services, each party grants to the other party (and their respective contractors as necessary) a non-exclusive, temporary, fully paid-up, license to use, reproduce and modify any of its Pre-existing Work solely to perform the Services.
For each reservation or booking made on the Platforms by a Guest for a Service, the Service Provider shall pay UNITEDWECARE a commission (the “Commission”), i.e.,for every successful booking of an appointment by a Guest, UNITEDWECARE shall charge 15% (fifteen percent) Commission. It is clarified and the Partner /Service provider agrees UNITEDWECARE will charge the complete amount due to the Service Provider against the Services rendered, from the Guest and deduct the Commission and pay rest of the amount via direct deposit to the Partner/Service Provider’s account. Commission will be charged on booked appointments as specified in this clause 3.3.1.
Payment of Commission accrued in a calendar month shall be paid by UNITEDWECARE to the Service Provider within 45 (forty-five) days of receipt by UNITEDWECARE of payment for Services from its Guests.
In the event there was a cancellation or a no show, or failure to reschedule a booked appointment, by either the Service Provider or the Guest, then the Service Provider shall inform UNITEDWECARE within 48 (forty-eight) hours of the appointment.
In the spirit of partnership, the Service Provider is not allowed to cancel any online reservation. In the event of an emergency, Service Provider shall inform UNITEDWECARE at least 2 (two) hours prior to the appointment booked by a Guest. If it is noted that there have been multiple cancellations by the Service Provider, then UNITEDWECARE reserves the right to terminate this Agreement with such Partner(s) with no notice.
Limited trademark license. include those trademarks, logos, symbols, and names identified in the logo guidelines on the Platforms. Partner grants to UNITEDWECARE a nonexclusive, nontransferable, limited, royalty-free license to use the applicable Partner Marks as long as it meets the criteria. Partner is the sole owner of the Partner Marks and the sole beneficiary of any goodwill related to UNITEDWECARE’s use of them.
Advertising and publicity. UNITEDWECARE shall be entitled to use Partners’ name, logos, or ID in advertisements or promotions for the Platforms with prior consent from the Partner. Partner will not unreasonably withhold or delay its consent.
Terms & Conditions
Not acquire any right, title or interest in the Partner Marks because of its use of the Partner Marks.
Not register, adopt or use any name, trademark, domain name or other designation that includes any part of a Partner Mark, or any term that is confusingly similar to a Partner Mark. This includes a translation or transliteration of a Partner Mark.
Use the Partner Marks only in connection with Materials:
in the form the Partner provides;
for Platform advertising and promotion activities; and
according to the terms of this Agreement.
SECTION 4: RANKING, GUEST REVIEWS, MARKETING AND FACILITATED PAYMENT MODEL
The order in which the Service Provider is listed on the Platforms (the “Ranking“), is determined automatically and unilaterally by UNITEDWECARE. Ranking is based on and influenced by various factors, including but not limited to the minimum availability stated by the Service Provider, the number of bookings, the number of visits to the relevant Service Provider page on the Platform (the “Conversion“), the volume realized by the booking, the ratio of cancellations, the Guest review scores, the customer service history, the number and type of complaints from Guests and the on-time payment record of the Service Provider.
Guest reviewsGuests which have used the Services of the Partner/Service Provider will be asked by UNITEDWECARE to comment on their experience and to provide a score for certain aspects of the Services used.
UNITEDWECARE reserves the right to post these comments and scores on the Platforms.
SECTION 5: TERM, TERMINATION AND SUSPENSION
Term. Unless agreed otherwise, this Agreement will take effect on the date Partner accepts this Agreement (the “Effective Date”) and shall continue for an indefinite period of time until termination as specified hereunder this Agreement.
Termination for cause. Either UNITEDWECARE or the Partner/Service Provider may terminate this Agreement (and close the Services on the Platforms) or suspend (all or part of its obligations, covenants and undertakings under) this Agreement in respect of the other Party, with immediate effect and without a notice of default being required in case of:
Material breach by the other Party of any term of this Agreement (e.g., breach of availability guarantee, the provision of wrong information or receipt of a significant number of Guest complaints, delay in transfer of payment/Commission against the Services rendered); or
Filing or submission of request for bankruptcy, insolvency or suspension of payment (or similar action or event) in respect of the other Party.
Renewal. This Agreement will not renew automatically. UNITEDWECARE may choose not to renew Partner’s association with UNITEDWECARE.
Termination without cause. Either UNITEDWECARE or the Partner/Service Provider may terminate this Agreement at any time, without cause, on 60 (sixty) calendar days’ prior notice. Neither Party will be responsible to the other for costs or damages resulting from termination. Termination of this Agreement shall not however affect any liabilities incurred by the Parties prior to such termination.
Statutory form. UNITEDWECARE reserves the right to either terminate or vary this Agreement unilaterally.
Effect of termination. Partner must immediately stop using any rights and benefits granted by this Agreement and the Program on termination and must also return or destroy all Materials obtained by the Partner pursuant to this Agreement, upon termination.
Return all copies of documents and Materials containing customer/Guest information that Partner/Service Provider received because of this Agreement. and will also return the Materials and property in its possession or under its control.
Waiver of rights and obligations. Each party waives any legal right or obligation it has to seek judicial intervention to terminate this Agreement to the extent necessary.
SECTION 6: CONFIDENTIAL INFORMATION
Partner shall maintain in confidence, in accordance with the standards of care and diligence, any and all Confidential Information received by it from UNITEDWECARE or from any Guest(s) that have obtained his/her Services in connection with or in the course of performance of this Agreement and shall ensure that its employees and representatives do not disclose to any person any Confidential Information.
Partner shall maintain such confidentiality of the Confidential Information for a period of 3 (three) years after initial disclosure:
Partner shall not disclose the Confidential Information to third parties and agrees to use such information only for the purposes of fulfilling its obligations as contemplated hereunder this Agreement.
Partner may disclose the Confidential Information to its affiliates, employees, contractors. These disclosures may be made only on a need-to-know basis, subject to the obligations of this section. Partner remains responsible for any unauthorized use or disclosure.
Partner shall return the Confidential Information to UNITEDWECARE or destroy it at the request of UNITEDWECARE when it is no longer needed to perform under this Agreement, or upon termination of this Agreement.
SECTION 7: INDEMNIFICATION
Partner will defend, indemnify and hold UNITEDWECARE and its officers, directors, employees, contractors, affiliates and agents harmless from any and all claims, suits, demands, costs, liabilities, expenses and damages (including reasonable attorneys’ costs and fees) related to its or its agents’ acts or omissions under this Agreement, and for all claims arising from the Services rendered or relating to or arising from or in connection with
bodily injury or death of any person or damage to real and/or tangible personal property, personal injury, caused by the misconduct, breach of this Agreement or negligence of either Partner.
resulting from a breach of any obligation, warranty, representation, covenant or any other provision of this Agreement.
Any claim made must be made in writing and presented within one (1) year from the date on which the breach occurred, in respect of which the claim is made. Failure to make such a claim within the aforesaid time period shall be deemed to have waived such a claim.
SECTION 8: INTELLECTUAL PROPERTY
Partner shall not have any right, title or interest in any of the Intellectual Property of UNITEDWECARE except as expressly authorized in writing or except for the right to use it for purposes of this Agreement for the Term hereof.
Use of the Platforms is, and at all times, governed by and subject to the copyright, trademark, patent, and trade secret laws regarding ownership and use of intellectual property. The Partner/Service Provider shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by the use of the Platform through the Partner’s device.
All trademarks, brands and service marks of the Platforms are the sole property of UNITEDWECARE, including all copyrights and database in relation to the Platform.
The Platforms and any underlying technology or software used in connection with the Platforms may contain rights of UNITEDWECARE or its affiliates or any third-party connected thereto. For use of any third-party’s intellectual property, the Partner/Service Provider may need to get permission directly from such third-party owner of that intellectual property.
Any intellectual property which is not specifically mentioned to be owned by UNITEDWECARE is owned by their respective owners and the owners have a right to take appropriate actions against the Partner/Service Provider for any violation, infringement or passing off.
The Partner/Service Provider further confirms and undertakes not to display or use the names, logos, marks, labels, trademarks, copyrights or intellectual and proprietary rights of any third party on the Platform. The Partner/Service Provider further agrees to indemnify and hold UNITEDWECARE, its directors, employees, affiliates and assigns harmless against all costs, damages, loss and harm including towards litigation costs and counsel fees, in respect of any third party claims that may be initiated including for infringement of Intellectual Property Rights arising out of such display or use of the names, logos, marks, labels, trademarks, copyrights or intellectual and proprietary rights on the Platform, by Partner/Service Provider or through the Partner’s/Service Provider’s commissions or omissions.
Partner will not provide, engage or participate in the unauthorized manufacture, duplication, delivery, transfer or use of counterfeit, pirated, unlicensed or illegal Services or other Materials. Partner will not otherwise infringe any of UNITEDWECARE intellectual property rights. Partner must reasonably cooperate in the investigation of counterfeit, pirated, unlicensed or illegal Services.
The provisions of this clause shall survive the termination of this Agreement.
SECTION 9: NON-SOLICITATION
Partner agrees that, during the term of this Agreement and for 3 (three) years thereafter, either Partner or any of its affiliates, successors in interest, related entities or assigns shall not, at any time (i) request any person whom he/she/it knows to be a client/Guest of UNITEDWECARE to curtail or cancel its business or (ii) otherwise solicit, divert or attempt to solicit or divert any such clients or Guests from patronizing its business; or (iii) attempt to induce or induce any client or Guest to terminate its relationship with UNITEDWECARE.
SECTION 10: NON-COMPETE
Partner represents and warrants that the execution and performance of this Agreement by them does not and will not violate any other contract or obligation to which they are a party including terms relating to covenants not to compete and confidentiality covenants. The Partner acknowledges and agrees that they shall not divulge to any person, corporation or use any Confidential Information or methods used in connection with the operations of UNITEDWECARE or use any such information or methods to compete in any way with UNITEDWECARE. Further, they shall not have any separate business dealings with anyone including a competitor of UNITEDWECARE, that may create a conflict of interest, rights and interests of UNITEDWECARE under this Agreement.
SECTION 11: FORCE MAJEURE
Neither party shall be held responsible or liable for any delay or failure in performance by it of its obligations hereunder, if such delay or failure is due to act of God namely declared war, hurricane, flood, cyclone, terrorism, or any order of any Governmental or statutory authority.
SECTION 12: ARBITRATION
Any claim, dispute or difference arising out of or in connection with this Agreement or its validity, interpretation, implementation or alleged breach of any of the provisions hereof or any contracts, dealings or transactions pursuant hereto or any rights, obligations, terms or conditions contained in this Agreement or the interpretation or construction of this Agreement or anything done or omitted to be done pursuant to this Agreement, shall as far as possible, be resolved by mutual consultation. If they fail to reach an agreement by mutual consultation within thirty (30) days after a Partner has made a request for mutual consultation or such longer period as the Parties may agree in writing, then in that event the claim, dispute or difference may be referred to arbitration by either Party, to a sole arbitrator appointed by Partners by mutual consent. The arbitration proceedings shall be conducted at Gurugram under the Arbitration and Conciliation Act, 1996.
SECTION 13: MISCELLANEOUS
Relationship of parties. Any use of the term “Partner” is for reference purposes only. The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship and does not create a franchise. Neither party or any of its representatives may make any representation, warranty or promise on the other’s behalf; neither party limits or excludes liability for fraudulent misrepresentations.
Notices. Notices may be provided either by electronic or physical mail. The contact person(s) identified in the Partner Account will receive notices at the address provided by the concerned party. Each party may change the persons to whom notices will be sent by giving notice to the other.
Governing law. The terms of this Agreement shall be governed by and constructed in accordance with the laws of India without reference to conflict of laws, principles and disputes arising in relation hereto shall be subject to the exclusive jurisdiction of courts, tribunals, fora, applicable authorities at Gurugram.
Assignment. UNITEDWECARE may assign this Agreement to an Affiliate. Any assignment by a Service Provider of its obligations contemplated under this Agreement shall be subject to prior written approval of the other party.
Waiver. A party’s delay or failure to exercise any right or remedy will not imply a waiver of that or any other right or remedy.
Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.
Integration and modification. (1) Entire Agreement. This Agreement forms the entire agreement between the parties regarding the intended engagement and association with UNITEDWECARE.(2) Amendment. This Agreement can be changed only by an amendment signed by both parties.
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