1. Definitions and Interpretation

1.1 Definitions

Unless the context otherwise requires:

• (a) "Customer" means any person placing an order or requesting a service through the Platform.
• (b) "Order" means a request submitted through the Platform for the procurement, sale, supply or delivery of medicines, pharmaceutical products, healthcare products or other permitted products fulfilled by the Partner Pharmacy.
• (c) "Partner Pharmacy" means a pharmacy or other legally permitted entity onboarded by Gomeds for fulfilling Customer Orders.
• (d) "Commission" means any commission, platform fee, service fee, technology fee, facilitation fee, transaction fee, processing fee or other commercial charge payable by the Partner Pharmacy to Gomeds in connection with the Platform, Orders or services provided by Gomeds.
• (e) "Settlement Amount" means the amount otherwise payable to the Partner Pharmacy after accounting for applicable Commission, taxes, refunds, returns, cancellations, reversals, chargebacks, reconciliations, adjustments and other amounts payable by or recoverable from the Partner Pharmacy.
• (f) "Final Settlement" means the final reconciliation and settlement of all amounts payable between Gomeds and the Partner Pharmacy following termination, deactivation, withdrawal or cessation of the Partner Pharmacy's participation on the Platform.
• (g) "Commercial Terms" means the applicable Commission rates, slabs, fees, deductions, settlement rules, charges and other commercial arrangements communicated or displayed by Gomeds from time to time.
• (h) "Applicable Laws" means all applicable laws, statutes, rules, regulations, notifications, orders, licences, directions and regulatory requirements applicable to the Partner Pharmacy, pharmaceutical products, sale or supply of medicines, taxation, data protection, electronic transactions and use of the Platform.

2. Eligibility and Regulatory Compliance

The Partner Pharmacy represents and warrants that:

• (a) it is legally competent to enter into these Terms;
• (b) it possesses and shall maintain all licences, registrations, permits and approvals required for the lawful operation of its pharmacy business;
• (c) all information and documents provided to Gomeds are accurate, complete and current;
• (d) all licences and registrations provided to Gomeds remain valid throughout its association with Gomeds;
• (e) all required registered pharmacists and qualified personnel are duly engaged as required by Applicable Laws;
• (f) its premises and operations comply with Applicable Laws; and
• (g) it shall immediately notify Gomeds of any suspension, cancellation, expiry, restriction or material change in its licences, registration, ownership or legal status.

The Partner Pharmacy remains solely responsible for compliance with all applicable pharmacy, drug, regulatory, taxation and other legal requirements.

3. Independent Business Relationship

3.1 Gomeds operates a technology-enabled platform for facilitating interactions and transactions between Customers and Partner Pharmacies.

3.2 The Partner Pharmacy operates as an independent business entity. Nothing in these Terms shall create a partnership, employment relationship, joint venture or general agency relationship between Gomeds and the Partner Pharmacy.

3.3 The Partner Pharmacy remains solely responsible for the lawful sale, dispensing, storage, handling, packaging and supply of medicines and pharmaceutical products.

3.4 Nothing in these Terms shall require the Partner Pharmacy or its pharmacist to act contrary to Applicable Laws or professional obligations.

4. Order Receipt and Fulfilment

4.1 The Partner Pharmacy may receive Customer Orders through the Platform.

4.2 The Partner Pharmacy shall accept, reject, process and fulfil Orders in accordance with Applicable Laws and the procedures communicated by Gomeds.

4.3 The Partner Pharmacy shall maintain accurate information regarding product availability, inventory and pricing where required by the Platform.

4.4 All products supplied through the Platform shall:

• (a) be genuine and lawfully sourced;
• (b) not be expired;
• (c) be stored under appropriate conditions;
• (d) be properly packed and labelled;
• (e) comply with Applicable Laws; and
• (f) correspond to the relevant Order and prescription, where applicable.

5. Prescriptions and Dispensing

5.1 Where a prescription is legally required, the Partner Pharmacy shall independently verify and process the prescription in accordance with Applicable Laws.

5.2 The Partner Pharmacy and its registered pharmacist shall remain responsible for professional decisions relating to dispensing, prescription validity, substitution where legally permissible, dosage form, quantity and other pharmacy-level decisions.

5.3 Gomeds does not replace or assume the statutory or professional responsibilities of the Partner Pharmacy or its pharmacists.

6. Commercial Terms and Commission

6.1 Gomeds Commercial Discretion
The Partner Pharmacy expressly acknowledges and agrees that Gomeds shall have the contractual right, subject to Applicable Laws, to determine the applicable Commission and other commercial charges payable by the Partner Pharmacy for use of the Platform and services provided by Gomeds.

6.2 The Commission may be calculated as:

• (a) a percentage of the Order or transaction value;
• (b) a fixed amount;
• (c) a slab or tier-based amount;
• (d) a category-specific amount;
• (e) a combination of the above; or
• (f) any other commercially determined calculation method.

6.3 The applicable Commission may vary based on factors including order value, product category, location, promotional arrangements, service model, logistics arrangements, operational requirements and other commercial considerations determined by Gomeds.

6.4 The applicable Commission and Commercial Terms may be communicated or displayed through the onboarding documentation, Platform dashboard, settlement statement, commercial schedule, email, WhatsApp, SMS or another official communication channel used by Gomeds.

6.5 Unless expressly agreed otherwise in writing by an authorized representative of Gomeds, no Commission rate shall be deemed permanent, guaranteed or irrevocable.

6.6 Commission Revision
Gomeds reserves the right to revise, restructure, increase, decrease or otherwise modify the applicable Commission or Commercial Terms prospectively by providing notice through the Platform or another official communication channel.
Such revised Commercial Terms shall apply from the effective date specified by Gomeds.

6.7 Except where prohibited by Applicable Laws or expressly agreed otherwise, continued use of the Platform, continued acceptance or fulfilment of Orders, or continued participation as a Partner Pharmacy after the effective date of revised Commercial Terms shall constitute acceptance of such revised Commercial Terms.

7. Authorization to Deduct Commission and Other Amounts

7.1 The Partner Pharmacy expressly authorizes Gomeds to calculate, deduct, withhold, adjust and set off Commission and other amounts contractually payable by the Partner Pharmacy against any amount otherwise payable by Gomeds to the Partner Pharmacy.

7.2 The Partner Pharmacy agrees that such deductions constitute an agreed contractual settlement mechanism between the parties.

7.3 Gomeds may make such deductions from:

• (a) periodic settlements;
• (b) order-wise settlements;
• (c) accumulated payable balances;
• (d) credits;
• (e) pending amounts;
• (f) the Final Settlement; and
• (g) any other amount otherwise payable by Gomeds to the Partner Pharmacy.

7.4 Where an amount becomes payable by the Partner Pharmacy after a previous settlement has been made, Gomeds may adjust such amount against subsequent settlements or issue a debit note, invoice, settlement statement or written demand.

8. Final Settlement and Deductions Upon Termination

8.1 The Partner Pharmacy expressly acknowledges and agrees that termination, deactivation, withdrawal, closure of its account, discontinuation of business or cessation of its relationship with Gomeds shall not extinguish, waive, release or discharge any Commission or other amount that has accrued or becomes payable in relation to Orders or transactions processed through the Platform during the Partner Pharmacy's association with Gomeds.

8.2 Upon termination or cessation of the relationship, Gomeds shall be entitled to conduct a Final Settlement and account reconciliation.

8.3 The Final Settlement may include deductions or adjustments relating to:

• (a) unpaid or accrued Commission;
• (b) Commission relating to Orders completed before termination but reconciled thereafter;
• (c) returns;
• (d) refunds;
• (e) cancellations;
• (f) payment reversals;
• (g) chargebacks;
• (h) Customer reimbursements attributable to the Partner Pharmacy;
• (i) duplicate or erroneous payments;
• (j) reconciliation differences;
• (k) amounts otherwise contractually payable by the Partner Pharmacy; and
• (l) other lawful adjustments arising from transactions undertaken during the Partner Pharmacy's association with Gomeds.

8.4 The Partner Pharmacy expressly authorizes Gomeds to deduct all such accrued, payable or subsequently reconciled amounts from the Partner Pharmacy's Final Settlement, including where such amounts are identified or become payable after the Partner Pharmacy has ceased accepting new Orders.

8.5 The Partner Pharmacy's discontinuation of its relationship with Gomeds shall not prevent Gomeds from completing reconciliation of transactions occurring before the date of cessation.

8.6 Where the amount payable by the Partner Pharmacy exceeds the amount available in the Final Settlement, the outstanding balance shall remain due and payable as a contractual debt owed by the Partner Pharmacy to Gomeds.

8.7 Gomeds may issue a debit note, invoice, statement of account or written demand for any outstanding balance.

8.8 The Partner Pharmacy shall pay any outstanding balance within 7 (seven) calendar days from receipt of the applicable demand, unless a different period is required by Applicable Laws.

8.9 Termination or closure of the Partner Pharmacy account shall not constitute a release, waiver, settlement, discharge or extinguishment of accrued Commission, reconciliation obligations or other payment obligations.

8.10 The provisions of this Clause 8 shall survive termination, expiry, deactivation or cessation of this Agreement.

9. Settlement Statements and Reconciliation

9.1 Gomeds may provide transaction summaries, settlement statements, invoices or reconciliation reports through the Platform or another official communication channel.

9.2 The Partner Pharmacy shall review the relevant statements and notify Gomeds of any genuine and specific discrepancy within 7 (seven) calendar days from the date the relevant statement is made available or communicated.

9.3 If no specific objection is raised within the above period, the statement shall be treated as accepted for settlement purposes, except in cases of manifest error, fraud or any matter that cannot lawfully be waived.

9.4 Gomeds may correct accounting, technical, settlement or reconciliation errors identified subsequently.

10. Taxes and Statutory Deductions

10.1 The Partner Pharmacy shall remain responsible for its own statutory registrations, tax filings, invoicing and tax compliance.

10.2 GST, TDS or any other statutory deduction or withholding shall be applied where required by Applicable Laws.

10.3 Where Gomeds is required by law to deduct or withhold any amount, Gomeds may make such deduction or withholding and provide relevant documentation as required by law.

11. Pricing, Product Information and Compliance

11.1 The Partner Pharmacy shall provide accurate pricing, product and availability information wherever required by the Platform.

11.2 The Partner Pharmacy shall comply with applicable requirements relating to maximum retail price, labelling, sale restrictions, prescription requirements and other regulatory obligations.

11.3 The Partner Pharmacy shall not knowingly supply counterfeit, adulterated, expired, unlawfully sourced or otherwise prohibited products.

12. Returns, Refunds and Customer Claims

12.1 The Partner Pharmacy shall cooperate with reasonable return, refund, replacement and Customer complaint processes, subject to Applicable Laws.

12.2 Where a return, refund, reimbursement or adjustment is attributable to the Partner Pharmacy's error, omission, incorrect fulfilment, expired product, defective product, unlawful supply or other breach, Gomeds may adjust the corresponding amount from the Partner Pharmacy's settlement, subject to Applicable Laws.

12.3 Gomeds may temporarily hold amounts reasonably necessary to complete reconciliation of unresolved transactions.

13. Data Protection and Customer Information

13.1 The Partner Pharmacy shall process Customer information only for lawful purposes and only to the extent necessary for fulfilling Orders or complying with Applicable Laws.

13.2 The Partner Pharmacy shall maintain reasonable safeguards against unauthorized access, use, disclosure, copying, loss or misuse of Customer information.

13.3 The Partner Pharmacy shall not use Customer information obtained through Gomeds to independently solicit, market to or transact with Customers outside the scope permitted by Gomeds and Applicable Laws.

14. Audit, Document Verification and Investigation

14.1 Gomeds may request documents or information reasonably required to verify compliance with these Terms.

14.2 Gomeds may investigate suspected fraud, inaccurate information, transaction anomalies, unauthorized activity, repeated fulfilment failures or regulatory concerns.

14.3 Failure to provide reasonably requested information may result in temporary restriction or suspension of Platform access pending verification.

15. Suspension and Termination

15.1 Gomeds may suspend or terminate the Partner Pharmacy's access where:

• (a) these Terms are breached;
• (b) required licences expire, are suspended or are cancelled;
• (c) fraudulent or suspicious activity is identified;
• (d) material regulatory concerns arise;
• (e) materially inaccurate information is provided;
• (f) Customer or Platform data is misused;
• (g) repeated order failures occur; or
• (h) continued participation creates material legal, regulatory, operational or security risk.

15.2 Gomeds may also discontinue the commercial relationship with the Partner Pharmacy in accordance with these Terms and Applicable Laws.

15.3 Termination shall not affect any rights, liabilities, Commission, refunds, reconciliation obligations, indemnities or other obligations accrued before termination.

15.4 Any provision that by its nature is intended to survive termination shall continue to apply after termination.

16. Representations and Warranties

The Partner Pharmacy represents and warrants that:

• (a) it has authority to enter into these Terms;
• (b) it holds all licences and registrations required for its business;
• (c) information provided to Gomeds is true and complete;
• (d) products supplied through the Platform are lawfully sourced;
• (e) it shall comply with prescription and dispensing requirements;
• (f) it shall comply with applicable pharmacy and drug laws;
• (g) it shall not intentionally manipulate Orders, transactions, Customer ratings, refunds or settlements;
• (h) it shall not misuse Customer information; and
• (i) it shall promptly notify Gomeds of any material regulatory or legal change affecting its business.

17. Indemnification

The Partner Pharmacy shall indemnify and hold harmless Gomeds, AEON HEALTHCARE, its partners, officers, employees, agents and representatives from claims, losses, liabilities, penalties, damages, costs and expenses arising from or relating to:

• (a) breach of these Terms;
• (b) violation of Applicable Laws;
• (c) unlawful sale or supply of medicines;
• (d) counterfeit, adulterated, expired or unlawfully sourced products supplied by the Pharmacy;
• (e) negligent or wrongful conduct of the Partner Pharmacy;
• (f) infringement of third-party rights;
• (g) unauthorized processing or misuse of Customer information; or
• (h) fraudulent, deceptive or materially inaccurate information supplied by the Partner Pharmacy.

18. Limitation of Liability

18.1 To the maximum extent permitted by Applicable Laws, Gomeds shall not be liable for indirect, incidental, consequential, special or loss-of-profit damages arising from the Partner Pharmacy's use of the Platform.

18.2 Nothing in these Terms shall exclude or restrict liability to the extent such exclusion or restriction is prohibited by Applicable Laws.

19. Force Majeure

Gomeds shall not be liable for delays, interruptions or failures caused by events beyond its reasonable control, including natural disasters, telecommunications failures, infrastructure failures, cyber incidents, government actions, strikes, civil unrest, epidemics, pandemics or other force majeure circumstances.

20. Electronic Communications

20.1 The Partner Pharmacy agrees that Gomeds may communicate with it through:

• (a) the Platform;
• (b) registered email;
• (c) registered mobile number;
• (d) SMS;
• (e) WhatsApp; or
• (f) any other communication channel notified by Gomeds.

20.2 Commercial Terms, Commission revisions, settlement statements, notices, policy changes and other communications may be delivered electronically through such channels.

20.3 Electronic records maintained by Gomeds relating to transactions, settlements, account activity, communications and acceptance of these Terms may be relied upon for contractual, accounting, compliance and dispute-resolution purposes, subject to Applicable Laws.

21. Modification of Terms

21.1 Gomeds may modify these Terms from time to time to reflect operational, legal, regulatory, technological or commercial requirements.

21.2 Updated Terms may be communicated through the Platform or another official communication channel.

21.3 Where a revised version is required to be affirmatively accepted under Applicable Laws or Gomeds' onboarding process, the Partner Pharmacy may be required to re-accept the revised version before continuing to access certain Platform features.

21.4 Where revised Commercial Terms are notified for future transactions, continued use of the Platform after the applicable effective date shall constitute acceptance of those revised Commercial Terms, subject to Applicable Laws.

22. No Waiver

Failure by Gomeds to exercise any right under these Terms shall not constitute a waiver of such right.

23. Severability

If any provision of these Terms is held invalid, unlawful or unenforceable, the remaining provisions shall remain effective to the maximum extent permitted by law.

24. Assignment

The Partner Pharmacy shall not assign or transfer its rights or obligations under these Terms without prior written consent of Gomeds.

Gomeds may assign or transfer its rights or obligations to an affiliate, successor, purchaser or other entity in connection with restructuring, merger, acquisition, sale or transfer of its business, subject to Applicable Laws.

25. Dispute Resolution

25.1 The parties shall first attempt in good faith to resolve any dispute through written communication and commercial reconciliation.

25.2 If a dispute remains unresolved for 30 days, either party may refer the dispute to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

25.3 The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties.

25.4 If the parties fail to mutually agree upon the appointment of the arbitrator, the arbitrator shall be appointed in accordance with Applicable Laws.

25.5 The seat and legal place of arbitration shall be Ahmedabad, Gujarat, India.

25.6 The language of arbitration shall be English.

25.7 Subject to the arbitration provisions above, courts at Ahmedabad, Gujarat shall have exclusive jurisdiction over matters for which court jurisdiction is legally available, including interim relief and enforcement.

26. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India.

27. Entire Agreement

These Terms, together with any applicable Commercial Schedule, Commission Schedule, onboarding information, Platform policies and other documents expressly incorporated by reference, constitute the entire agreement between Gomeds and the Partner Pharmacy concerning the subject matter herein.

28. Express Commercial Acknowledgement

By accepting these Terms electronically, the Partner Pharmacy expressly confirms and agrees that:

• (a) Gomeds has the contractual right, subject to Applicable Laws, to determine the applicable Commission and Commercial Terms;
• (b) Gomeds may revise such Commission and Commercial Terms prospectively in accordance with these Terms;
• (c) the Partner Pharmacy authorizes Gomeds to deduct Commission and other contractually payable amounts from settlements;
• (d) the Partner Pharmacy authorizes Gomeds to deduct applicable Commission, adjustments and other amounts from the Final Settlement after the Partner Pharmacy ceases working with Gomeds;
• (e) Commission and other payment obligations relating to transactions processed during the Partner Pharmacy's association with Gomeds survive termination;
• (f) refunds, returns, reversals, chargebacks, cancellations and reconciliation adjustments relating to prior transactions may be reflected in the Final Settlement after termination;
• (g) where the Final Settlement is insufficient, any remaining amount shall remain due and payable as a contractual debt owed by the Partner Pharmacy to Gomeds; and
• (h) termination, deactivation or closure of the Partner Pharmacy account does not release the Partner Pharmacy from accrued or subsequently reconciled payment obligations.

29. Electronic Acceptance

By electronically accepting these Terms through the Platform, the Partner Pharmacy confirms that it has read and understood these Terms and agrees to be legally bound by them, including the provisions relating to Commission, Commercial Terms, deductions, settlements, Final Settlement, post-termination reconciliation, outstanding payment obligations, suspension, termination and dispute resolution.