Diagnostics Terms and Conditions



    Qikwell reserves the right to modify or terminate any portion of the Agreement for any reason and at any time, and such modifications shall be informed to you in writing. You should read the Agreement at regular intervals. Your providing of Services following any such modification constitutes your agreement to follow and be bound by the Agreement so modified.

    You acknowledge that you will be bound by this Agreement for providing any of the Services. If you do not agree with any part of the Agreement, please do not use the Website or avail any Services.

    The Agreement is published in compliance of, and is governed by the provisions of applicable Indian law, including but not limited to: the Indian Contract Act, 1872; and the (Indian) Information Technology Act, 2000.


    "Applicable Law" means such enactments, rules, regulations, ordinances, judicial or quasi-judicial orders that are applicable to each Party’s obligations hereunder;

    "Customer Data" means all information relating to the User, whether collected, processed, generated or stored pursuant to the transactions envisaged herein, including all information pertaining to the Sample(s) and the Diagnostic Report(s);

    "Diagnostic Partner" shall mean you or the company/entity/person engaging with Qikwell for providing services by agreeing to this Agreement.

    "Diagnostic Report" means the finding as arrived at by the Diagnostic Partner in relation to the Sample(s) that is printed on the letter head of the Diagnostic Partner and is authenticated (including by physical signature) by an appropriate healthcare professional as per applicable laws.

    "Employer Entity" shall mean the entity/organization with which Qikwell has entered into an arrangement, to provide diagnostic services to the employees of such entity/organization, at its cost.

    "Insertion Order/IO" means the form evidencing an order for the Services submitted online or in written or electronic form, specifying, among other things, the Services, the Effective Date, the Tenure, the applicable Fees, the billing period, and other charges, each such Insertion Order is automatically incorporated into and becomes a part of this Agreement.

    "Party" or "Parties" shall mean Qikwell and Diagnostic Partner, individually or together, as the context warrants.

    "Sample" means blood, urine, stool or such other human physiological matter that are utilized by the Diagnostic Partner to render the Services hereunder;

    "Services" means undertaking of the radiology tests and diagnosis of Samples, generating and transmission of Diagnostic Report and to carry out all such actions which shall be included within this Agreement

    "User" means the natural individual to whom the Sample relates to; "User" shall include: (i) such individual’s caretaker, family member or individual authorized by him/her where he/she is physically not capable of carrying out the steps required of him/her pursuant hereto; and (ii) employees, agents, consultants of the Employer Entity, as the case maybe.


    • The Diagnostic Partner shall render the Services that shall be mutually agreed upon and set out in the IO. The Diagnostic Partner shall carry out the Services in general workmanlike manner using good industry practices that are generally acceptable form a diagnostic centre of similar size and scale as the Diagnostic Partner and in accordance with customary practices and means.
    • The Diagnostic Partner shall maintain its equipment in good working condition and in accordance with such standards and specifications including in relation to hygiene, cleanliness and safety that are in accordance with standard prescribed under Applicable Law and as are appropriate given the nature of Services. The Diagnostic Partner shall provide immediate notification in writing to Qikwell in case it is not able to provide its Services (in part or whole) due to any deficiency, damage or other material adverse effect in relation to the equipment.
    • The Diagnostic Partner shall throughout the Tenure obtain and maintain the certification and to that end take all steps necessary to ensure that the standards and specifications necessary for the validity and subsistence of the certifications are duly complied with. The Diagnostic Partner shall provide immediate notification in writing to Qikwell in case of any change in the status or nature of the certifications, including any downgrading or adverse remarks therefor.


    • The Services will be charged by the Diagnostic Partner as per the rates as agreed upon and laid out in the IO and as per the invoicing schedule set out thereto.
    • The fees payable under this Agreement by Qikwell to the Diagnostic Partner will be inclusive of all taxes, duties, levies or cess chargeable thereon. The Diagnostic Partner acknowledges that Qikwell shall withhold from the fees payable to it such tax amount as may be required under Applicable Law.
    • Diagnostic Partner will raise invoices every month for the charges payable by Qikwell for the services rendered to the Users in the previous month, and Qikwell shall pay the amount within fifteen (15) business days thereof.


    • The Parties agree and acknowledge that between them, Qikwell shall have proprietary rights to all Customer Data as well as any information generated by or processed pursuant to Qikwell receiving the Services hereunder ("Qikwell Data"). Nothing in this Agreement authorizes the Diagnostic Partner to utilize Qikwell Data in any manner except as specifically approved by Qikwell in writing.


    • Each Party owns all proprietary rights in all materials, tools, documents, applications, programs, platforms, systems, marks, logo, brand name, trade name ("Proprietary Materials") used by it in order to render its respective obligations hereunder.
    • Qikwell hereby licenses and authorizes the Diagnostics Partner to use its and/or its affiliates logos, marks, brand design and trade names ("Qikwell Logo") solely for the purpose of use and incorporation in to the Diagnostic Report in the manner as prescribed in writing by Qikwell. The Parties agree and acknowledge that the term Qikwell Logo could include marks, trade names and logos which are proprietary to any of the group entities of Qikwell.
    • Unless expressly set out in writing, no Party extends any license, authorization or right in relation to its own Proprietary Materials to the other.


    • The receiving Party ("Receiving Party") shall exercise the highest degree of care in safeguarding the Confidential Information (as defined below) of the disclosing Party ("Disclosing Party") against any and all loss, theft or other inadvertent disclosure and, except as necessary to perform his duties under this Agreement and shall not disclose, transfer or in any way divulge, directly or indirectly, any of the Confidential Information, under any circumstances or by any means, to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall not use any of the Confidential Information for any purpose other than in relation to the Services. The Receiving Party may disclose the Confidential Information solely to its affiliates, subsidiaries or parent corporation and such of its employees, directors, officers, contractors, attorneys, accountants and financial advisors (the "Representatives") on a need to know basis and who are bound by similar obligations of confidentiality that are as restrictive as the terms of this Agreement. The Receiving Party will be responsible for the observance of and for any breach of this Agreement by its Representatives.

    "Confidential Information" shall mean any and all information related to any aspect of the Disclosing Party’s business which is either information not known by actual or potential competitors of the Disclosing Party or is proprietary information of the Disclosing Party, whether of a technical nature or otherwise. Confidential Information includes, but is not limited to, inventions, ideas, designs, computer programs, circuits, schematics, formulas, algorithms, trade secrets, works of authorship, mask works, developmental or experimental work, processes, techniques, improvements, methods of manufacturing, know-how, data, software, financial information and forecasts, product plans, marketing plans and strategies, price lists, customer lists and contractual obligations and terms thereof, data, documentation and other information, in whatever form disclosed, relating to the Disclosing Party or its affiliates. Notwithstanding the foregoing, Confidential Information does not include any information (i) that is or becomes readily available in public records or documents, other than as a result of a disclosure by the Receiving Party, or (ii) which can be shown to have been known by the Receiving Party prior to its disclosure by the Disclosing Party, or (iii) was developed independently by the Receiving Party without reliance on Confidential Information of the Disclosing Party.


    • Diagnostic Partner represents, warrants and covenants to Qikwell that:

      • it is duly authorized and has the necessary corporate approvals and permits to enter in to this Agreement and to take all necessary steps to fulfil the obligations set out hereunder;
      • it is not party to any arrangement or subject to any laws that restrict or prohibit fulfilment of the provisions as set out hereunder;
      • it has and shall maintain during subsistence of the Tenure, appropriate certification and equipment;
      • it shall render the Services in accordance with generally acceptable industry practices and customary measures as followed in generation of Diagnostic Reports;
      • it shall be the sole responsibility of the Diagnostic Partner to procure all resources, equipment, manpower and other materials necessary to render Services as set out hereunder;
      • it is duly authorized and has the appropriate rights and licenses to use the Proprietary Materials in the manner as envisaged hereunder;
      • it shall use the Qikwell Logo in the manner as prescribed by Qikwell and not undertake any action in relation thereto that leads to denigration or damage of the reputation and goodwill of Qikwell;
      • it shall comply with the Applicable Laws, regulations and statutory prescription as applicable to it for purpose of rendering of the Services hereunder;
    • Qikwell represents, warrants and covenants to Diagnostic Partner that:

      • it is duly authorized and has the necessary corporate approvals and permits to enter in to this Agreement and to take all necessary steps to fulfil the obligations set out hereunder;
      • it is not party to any arrangement or subject to any laws that restrict or prohibit fulfilment of the provisions as set out hereunder;
      • in case it uses Diagnostic Partner’s name or logo for business purpose, it shall do so in the manner prescribed by the Diagnostic Partner, and not undertake any action in relation thereto that leads to denigration or damage of the reputation and goodwill of Diagnostic Partner;
      • it shall comply with the Applicable Laws, regulations and statutory prescription as applicable to it for purpose of fulfilling its obligations under this agreement.
    • No Disparagement. Notwithstanding anything in this Agreement, neither Party will make any claims, representations or warranties on behalf of the other Party or bind the other Party, and neither Party is authorized to do so by this Agreement. The relationship between the Parties will be that of independent contractors. Nothing contained herein will be construed to imply a joint venture, principal or agent relationship, or other joint relationship, and neither Party will have the right, power or authority to bind or create any obligation, express or implied, on behalf of the other Party. During the Tenure of this Agreement, each Party shall not make any public statement disparaging the other Party’s brand, marks, products or services


    • (a) The Diagnostic Partner shall indemnify and hold Qikwell, its affiliates, agents, officers, and employees harmless from and against all claims, demands, liabilities, losses, damages and expenses (including all costs, expenses and reasonable attorneys’ fees on account thereof or in connection with any investigation or preparation related thereto or the enforcement of this p of this Agreement) that may be made or incurred as a result of Diagnostic Partner’s or its personnel’s actual or alleged acts or omissions.
      Notwithstanding, the foregoing, the Diagnostic Partner shall not be responsible for indemnifying Qikwell for any claims, demands, liabilities, losses, damages, or expenses resulting from any gross negligence or wilful misconduct by Qikwell.
      (b) Qikwell shall indemnify and hold the Diagnostic Partner, its affiliates, agents, officers and employees harmless from and against all claims, demands, liabilities, losses, damages and expenses (including all costs, expenses and reasonable attorneys’ fees arising out of in relation to or pursuant to a third party claim caused due to gross negligence or wilful misconduct of Qikwell which is determined by a court of competent jurisdiction by way of a non-appealable order to have been caused due to a direct and proximate effect of the said gross negligence or wilful misconduct of Diagnostic Partner.
    • The Diagnostic Partner shall have the right to undertake the defense, compromise or settlement of any claims set out in clause 8.1(a) at the Diagnostic Partner's own expense and with counsel of the Diagnostic Partner's own choosing, provided that Qikwell may participate in any such defense with counsel of its own selection and at its own expense. No compromise or settlement shall be made, executed or delivered by the Diagnostic Partner with respect to any claim arising out of this Agreement without the prior written consent of Qikwell.
    • Each Party shall notify the other promptly of any loss or claim by reason of which indemnification may arise under this Clause 8. The failure to give such notice shall not defeat each Party’s right to seek the remedy of indemnification. In the event that the indemnifying Party fails to assume the defense of an indemnifiable claim within twenty (20) days of being notified of the existence of such claim, the indemnified Party shall have the right to undertake the defense, compromise or settlement of such claim at the risk and expense of the indemnifying Party. Upon demand, the indemnifying Party shall reimburse the indemnified Party for the cost of such defense, compromise or settlement, including but not limited to attorney’s fees.
    • The Parties agree and acknowledge that vis-à-vis the User, the Diagnostics Report shall be deemed to have been prepared by the Diagnostics Partner and as such the Diagnostics Partner shall bear all liability arising out of any harm, loss or damage occasioned to the User, directly or indirectly, owing to any deficiency or inaccuracy in the Diagnostic Report or any non-compliance with Applicable Laws by Qikwell.
    • In no event shall either party be liable to the other under any theory of liability, whether in an equitable, legal, or common law action arising hereunder for contract, strict liability, tort (including negligence), or otherwise for any special, incidental, indirect, exemplary, reliant, punitive, or consequential damages of any kind and however or for any loss of data, loss of business interruption or loss of profits, business opportunities, or goodwill arising hereunder, even if notified of the possibility of such damage and notwithstanding the failure of essential purpose of any remedy.
    • Notwithstanding the aforesaid, the total, cumulative liability of Qikwell under this Agreement, shall be limited to the amounts paid by Qikwell to the Diagnostic Partner in six (6) months immediately preceding the event causing such liability. The existence of claims or suits will not enlarge or extend the limit.


    • This Agreement will come into force on the Effective Date and, subject as provided in Clauses 9.2 and 9.3 below, will continue till the date set out in the relevant IO (the "Tenure").
    • Qikwell may terminate the Agreement:
      • by providing 30 (thirty) days’ notice without any cause;
      • 30 (thirty) days after Qikwell provides the Diagnostic Partner notice of Diagnostic Partner’s breach of any provision of the Agreement and which the Diagnostic Partner does not cure within the said 30 (thirty) days’ notice period;
      • with immediate effect, if the Diagnostic Partner has breached its obligations set out in Clauses 6 or any non-curable breach, hereof;
      • thirty (30) days’ notice to the Diagnostic Partner if the Diagnostic Partner files for bankruptcy, becomes insolvent, a petition is admitted for bankruptcy or insolvency against the Diagnostic Partner which is not set aside in sixty (60) days or makes an assignment for the benefit of creditors.
    • Diagnostic Partner may terminate the Agreement:
      • by providing 90 (ninety) days’ notice without any cause;
      • thirty (30) days after the Diagnostic Partner provides Qikwell notice of Qikwell’s breach of any material provision of the Agreement and which Qikwell does not cure within the 30 (thirty) days’ notice period;
      • thirty (30) days’ notice to Qikwell if Qikwell is declared bankrupt, becomes insolvent, which is not set aside in 60 (sixty) days or makes an assignment for the benefit of creditors.
    • The termination of this Agreement for whatever reason shall be without prejudice to any rights or remedies which may have accrued prior to the date of termination.
    • Pursuant to the expiry or termination of Diagnostic Partner’s arrangement with Qikwell as per the IO, this Agreement shall stand terminated/ expired, as the case maybe. Accordingly, all rights of Diagnostic Partner under this Agreement shall stand cancelled. Termination or expiry of the Agreement shall not act as a waiver of any breach under this Agreement, and shall not release a Party from any liability for breach of such Party’s obligations under the Agreement that occurred prior to the date of termination/ expiry of this Agreement. It is explicitly clarified that all orders in progress where testing has been done and reporting is pending shall be shared with Qikwell.


    • Notices shall be served by e-mail followed by registered post or speed post acknowledgement due or email at the following coordinates:

      Qikwell: WeWork Building, Salarpuria Symbiosis, Arekere Village Begur, Bannerghatta Main Road, Begur Hobli, Bengaluru – 560076
      Diagnostic Partner: Notices shall be served to the address or addresses provided under the IO.

    • The Parties agree and understand that any notice sent by email shall be deemed to have been served after expiry of twenty four (24) hours of despatch of the email.


    • Assignment. This Agreement is entered into by Qikwell in reliance upon the, certification, facilities, personnel and expertise of the Diagnostic Partner and the Diagnostic Partner cannot transfer or assign the performance of the Agreement or any part thereof to any other person. Qikwell may assign this Agreement in whole or in part to any other person with notification to the Diagnostic Partner, except in case of merger, take-over, acquisition or similar corporate restructuring of Qikwell, its holding company or any group entity.
    • Force Majeure. Neither Party shall be liable to the other Party for any delay or omission in the performance of any obligation under this Agreement, where the delay or omission is due to any cause or condition beyond the reasonable control of the Party obliged to perform, including, but not limited to, strikes or other labor difficulties, acts of God, acts of government (in particular with respect to the refusal to issue necessary import or export licenses), war, riots, or inability to obtain supplies ("Force Majeure"). If Force Majeure prevents or delays the performance by a Party of any obligation under this Agreement, then the Party claiming Force Majeure shall promptly notify the other Party thereof in writing.
    • Non-exclusivity. Each Party agrees and acknowledges that nothing in this Agreement implies that it shall engage with the other Party in an exclusive manner and that each Party is at liberty to engage with any third party for arrangements similar to the ones set out herein.
    • Governing Law and Jurisdiction. This Agreement shall, in all respects, be governed by and construed in all respects in accordance with the laws of India without giving effect to conflict of laws principles and shall be subject to the exclusive jurisdiction of the courts in Bangalore, India.
    • Severability. If any provision of this Agreement is void, or is so declared, such provision shall be severdoc ed from this Agreement. The Agreement shall otherwise remain in full force and effect.
    • Remedies. Both the Parties acknowledge, understand and agree that should either party breach any of its obligations contained in this Agreement, the other party shall have the right to fully enforce this Agreement and Qikwell shall be irreparably harmed and entitled to specific performance, including without limitation, an immediate issuance of a temporary restraining order or preliminary injunction (without posting a bond) enforcing this Agreement, in addition to a judgment for damages caused by any such breach, and to any other remedies provided for by Applicable Laws.
    • Survival. Clauses 4 (Data Storage and Ownership), 5 (Intellectual Property), 6 (Confidentiality), 8 (Indemnity and Liability), 9 (Tenure and Termination), 10 (Notice) and 11 (Miscellaneous) and any other provision which by its nature survives, shall survive the termination and/or expiry of this Agreement.