Provider & Doctor Terms & Conditions

Version 1.2 · Effective 2026-09-01

PROVIDER & DOCTOR TERMS & CONDITIONS

OjaFertility Provider Portal — Version 1.2

Effective from: 1 September 2026

Accepted at: https://ojafertility.com/provider-terms

1. Introduction and Definitions

1.1 These Provider & Doctor Terms & Conditions ("Terms") are a binding agreement between Nanak Naam Enterprises Private Limited (CIN: U56100UP2025PTC233798), a company incorporated under the Companies Act, 2013, having its registered office at D-19/213, S.K. Apartment, Sector 51, Noida, Gautam Buddha Nagar, Uttar Pradesh – 201301, India, operating under the brand "OjaFertility" ("OjaFertility", "the Company", "we", "us"), and you, the Provider accessing the OjaFertility Provider Portal ("you", "the Provider").

1.2 In these Terms:

• "Platform" means the OjaFertility website, mobile applications and Provider Portal.

• "Patient" means a user who books or receives services through the Platform.

• "Clinical Provider" or "Doctor" means a Provider who is a Registered Medical Practitioner and who provides consultation, diagnosis, prescription or treatment through the Platform.

• "Non-Clinical Provider" means a Provider who is not a Registered Medical Practitioner, including certified coaches, nutritionists, yoga and wellness professionals.

• "Provider" means both, save where a clause expressly applies to one category only.

• "Registered Medical Practitioner" or "RMP" has the meaning given in the Telemedicine Practice Guidelines, 2020.

1.3 By ticking the acceptance box, accessing the Provider Portal, or accepting any Patient booking through the Platform, you confirm that you have read, understood and agree to be bound by these Terms and the Schedules to them.

1.4 The Schedules form part of these Terms. Where a Schedule conflicts with the body of these Terms, the body prevails.

1.5 If you do not agree to these Terms, do not access the Provider Portal.

2. Nature of the Relationship

2.1 OjaFertility is a technology platform. It does not practice medicine, does not provide clinical services, and is not a clinical establishment. It provides listing, discovery, scheduling, communication, record-hosting and payment-facilitation technology.

2.2 You are an independent practitioner. Nothing in these Terms creates any relationship of employment, partnership, joint venture, agency, master–servant, or principal–agent between you and OjaFertility. You are not an employee, agent or representative of OjaFertility, and must not hold yourself out as one.

2.3 OjaFertility exercises no clinical control. It does not direct, supervise, review, approve or influence your clinical judgement, your diagnosis, your prescriptions, or your treatment decisions. It does not set your standard of care, and does not issue clinical protocols or treatment guidance.

2.4 The practitioner–patient relationship is between you and the Patient alone. It is formed when you accept a consultation, and OjaFertility is not a party to it.

2.5 You are responsible for your own premises, equipment, staff, registrations, licences, taxes, and insurance.

2.6 Your listing is non-exclusive. You are free to practise anywhere and through any other channel.

2.7 Non-Clinical Providers must not diagnose disease, prescribe or recommend prescription medicines, interpret diagnostic reports as clinical findings, advise on altering or discontinuing prescribed treatment, or represent themselves as Registered Medical Practitioners. They must immediately advise the Patient to consult an appropriately qualified Registered Medical Practitioner or seek emergency medical care, as applicable.

3. Eligibility and Verification

3.1 Doctors. To be listed as a Clinical Provider you must at all times:

(a) be a Registered Medical Practitioner enrolled on the Indian Medical Register or a State Medical Register, with a registration that is current, valid and not suspended, cancelled or subject to conditions;

(b) hold the primary and postgraduate qualifications you have declared to us;

(c) not be subject to any current suspension, erasure, or pending disciplinary proceeding before any Medical Council or regulatory authority;

(d) not be subject to any pending criminal proceeding relating to your practice;

(e) comply with the insurance requirements in clause 10;

(f) where you practice telemedicine, be conversant with and comply with the Telemedicine Practice Guidelines, 2020.

3.2 Non-Clinical Providers. To be listed you must at all times hold and maintain current certification from a recognised certifying body appropriate to your discipline, practice only within the scope permitted by that certification, and comply with clause 2.7 comply and all professional standards, codes of conduct and applicable laws governing their discipline.

3.3 Authorisation to verify. You hereby authorize OjaFertility, and any agent acting on its behalf, to verify your registration, certification, qualifications and professional standing with the National Medical Register, any State Medical Council or State Board, the National Commission for Indian System of Medicine, the National Commission for Homoeopathy, any certifying body, any university or examining authority, any hospital or clinic you have named, and any other competent authority. This authorisation applies at onboarding, at annual re-verification, and at any time OjaFertility considers it appropriate, and continues for the term of these Terms.

3.4 Certificate of Good Standing. OjaFertility may require you to furnish, at your own cost, a Certificate of Good Standing from your registering Council. This is mandatory for Providers performing procedures or offering assisted reproductive technology services.

3.5 Personal accounts only. You must be a natural person. Accounts may not be shared, transferred, or operated by any assistant, junior, locum or other practitioner on your behalf. Every consultation must be conducted personally by you. No locum or substitute arrangement is permitted without OjaFertility's prior written approval.

4. Your Representations About Yourself, and Your Liability for Them

This clause is the core of your relationship with us. Please read it carefully.

4.1 You warrant that everything you tell us about yourself is true. You represent and warrant, on the date of acceptance and continuously thereafter, that all information, documents, images and statements you submit to OjaFertility or publish on your Platform profile — including your name, photograph, identity proof, degree certificates, council registration and registration number, specialisations, years of experience, hospital and clinic affiliations, procedures performed, publications, awards, languages, fees, and availability — are genuine, accurate, current, complete and not misleading.

4.2 The nature and limits of our onboarding checks.

(a) OjaFertility operates a documented onboarding procedure which includes checking the registration or certification number submitted by each Provider against the applicable public register or with the applicable certifying body, and reviewing the identity and qualification documents submitted. OjaFertility applies this procedure in good faith and with reasonable care.

(b) You acknowledge that such a check confirms only what the relevant register or certifying body indicated on the date the check was carried out. It is not a warranty by OjaFertility, to you or to any Patient, that any Provider is or remains registered, certified, qualified or competent.

(c) OjaFertility does not undertake forensic authentication of documents, criminal background investigation, clinical competency assessment, inspection of premises or equipment, or continuous monitoring, save where required by law.

(d) An isolated administrative error or omission in applying the onboarding procedure does not constitute a representation or warranty by OjaFertility, and does not relieve you of any obligation or liability under clause 4.1 or clause 4.3.

(e) OjaFertility relies on both its onboarding procedure and on your continuing warranties in clause 4.1.

(f) Any listing, badge, or profile element displayed by OjaFertility is derived from information you supplied and from the checks described in clause 4.2(a). It is not an independent certification by OjaFertility of the truth of that information.

4.3 You are solely liable for your self-representation. You are solely responsible and liable for any loss, damage, claim, complaint, regulatory action or proceeding arising from any inaccuracy, incompleteness, exaggeration, omission or falsity in the information described in clause 4.1 — whether it results in harm to a Patient, a complaint to a Council or Consumer Commission, action by any authority, or reputational or financial loss to OjaFertility.

4.4 Continuing duty to notify. You must notify OjaFertility in writing within seven (7) days of:

(a) any lapse, suspension, cancellation, or conditional restriction of your registration or certification;

(b) any complaint, inquiry, or disciplinary proceeding before any Medical Council, certifying body or authority;

(d) any medical negligence claim, consumer complaint, or legal notice relating to your practice, whether or not connected with the Platform;

(e) any lapse or change in your professional indemnity insurance, or in the insurance particulars declared under clause 10.2;

(f) any material change to your qualifications, name, specialisation, or place of practice.

4.5 False credentials. Submission of forged, altered, or knowingly false documents or statements is a material breach. It entitles OjaFertility to terminate immediately, to notify affected Patients, to report the matter to the relevant Council or certifying body and to any authority as required by law, and to recover from you all losses arising.

4.6 Profile display. You consent to OjaFertility displaying your name, qualification, council registration number and contact details on your Platform profile, as required by the Telemedicine Practice Guidelines, 2020, and you will keep those particulars current.

4A. AI-Assisted Features (AskOja)

4A.1 The Platform includes AskOja and other features which use artificial intelligence to surface information, summaries and suggestions to Providers.

4A.2 AskOja outputs are informational only. They do not constitute clinical advice, diagnosis, or a treatment recommendation, are generated automatically, and are not reviewed by any clinician before being shown to you.

4A.3 You must independently verify any information derived from AskOja against authoritative clinical sources before acting on it. AskOja does not replace, and must never be substituted for, your own professional judgement.

4A.4 You are responsible for every clinical decision you take, including any decision informed by, or taken in reliance on, an AskOja output. OjaFertility bears no liability for any clinical decision you take, whether or not AskOja was used.

4A.5 You must not rely on AskOja for medicine selection, dosage, or drug-interaction checking.

4A.6 You must not present any AskOja output to a Patient as your own clinical opinion, and must not forward AskOja output to a Patient as clinical advice.

4A.7 You must not enter into AskOja any Patient identifying information beyond what is necessary for the query, and must not use AskOja to process Patient data for any purpose outside that Patient's care.

4A.8 You must not use AskOja outputs, or any Platform data, to develop, train or evaluate any machine learning or artificial intelligence model.

4A.9 OjaFertility may modify, suspend or discontinue AskOja or any AI feature at any time without liability.

5. Clinical Responsibility — Yours, Not OjaFertility's

This clause is the second core provision. It allocates clinical and financial responsibility.

5.1 You are solely and exclusively responsible for the care you provide through or in connection with the Platform, including:

(a) deciding whether a presentation is suitable for teleconsultation and converting to in-person care where it is not;

(b) verifying the Patient's identity and age;

(d) all advice, treatment plans, referrals and follow-up;

(e) all prescriptions, including their appropriateness, dosage, interactions and legality;

(f) obtaining and recording informed consent;

(g) maintaining complete and contemporaneous clinical records;

(h) recognising and appropriately escalating emergencies and red-flag presentations in accordance with clause 5.5.

5.2 OjaFertility bears no clinical responsibility. OjaFertility is not responsible or liable, in contract, tort, statute or otherwise, for:

(a) any diagnosis, advice, prescription, procedure, treatment or omission by you;

(b) any adverse clinical outcome, complication, injury, disability or death arising from your care;

(d) any breach by you of professional, ethical or statutory obligations.

5.3 Financial claims are yours. As between you and OjaFertility, you are solely liable for any and all monetary, compensatory, damages, restitution or costs claims arising from your clinical acts or omissions, from any breach of clause 4, or from any breach of these Terms — including claims brought by a Patient, a Patient's family or legal representative, a Consumer Disputes Redressal Commission, a civil court, a Medical Council, an insurer, or any authority. As between you and OjaFertility, OjaFertility has no obligation to satisfy, contribute to, or share in any such claim, award, settlement, penalty or fine. This clause governs the allocation of liability between you and OjaFertility only, and does not limit any right a Patient may have against either party.

5.4 No fettering of clinical judgement. Nothing in these Terms requires you to accept a consultation you consider clinically inappropriate, to continue a consultation you consider unsafe, or to act contrary to your professional judgement or your obligations under the NMC ethics regulations. You must decline or terminate any consultation where continuing would not be in the Patient's interest, and this will not be treated as a breach of your service levels.

5.5 Emergency and Red-Flag Presentations. Where, in your professional judgment, a Patient presents with an emergency or a red-flag condition requiring immediate medical attention, you shall advise the Patient to seek immediate in-person emergency medical care or contact the appropriate emergency services, record the advice given in the clinical record, and otherwise act in accordance with applicable law, recognised professional standards and your independent clinical judgment. The Platform is not monitored in real time and must never be used as an emergency service. You will notify OjaFertility within seventy-two (72) hours of any emergency or serious adverse event involving a Patient introduced through the Platform. Such notification is for record-keeping, quality-review and regulatory purposes only. It does not constitute an emergency escalation channel, and OjaFertility undertakes no clinical role in respect of any such event.

6. Professional and Statutory Compliance

6.1 You will comply at all times with:

(a) the NMC / Indian Medical Council (Professional Conduct, Etiquette and Ethics) Regulations and any successor regulations, or the equivalent code applicable to your certification;

(b) the Telemedicine Practice Guidelines, 2020, including its prescribing categories and its list of prohibited medicines;

(d) the ART (Regulation) Act, 2021 and the Surrogacy (Regulation) Act, 2021;

(e) the MTP Act, 1971 (as amended);

(f) the Drugs and Cosmetics Act, biomedical waste regulations, and all other applicable law;

(g) the Digital Personal Data Protection Act, 2023.

6.2 Absolute prohibitions. You must not, through or in connection with the Platform:

(a) conduct, offer, facilitate, or communicate the sex of a foetus, or facilitate sex selection, in any form;

(b) facilitate commercial surrogacy or the sale of gametes contrary to law;

(c) give or receive any commission, rebate, referral fee or kickback from or to any laboratory, pharmacy, imaging centre, device supplier, or other practitioner;

(d) guarantee, promise, or imply a guarantee of conception, pregnancy or live birth;

(e) publish any success-rate, cure-rate or outcome claim that is not substantiated by verifiable data disclosed to OjaFertility on request, stating its denominator and period;

(f) solicit or advertise for patients in a manner contrary to NMC ethics regulations;

(g) discriminate against any Patient on grounds of religion, caste, marital status, sexual orientation, gender identity, disability or HIV status;

(h) prescribe any medicine outside the categories permitted for teleconsultation;

(i) engage in any sexual, romantic or financial relationship with a Patient, or in any conduct amounting to professional misconduct.

6.3 Breach of clause 6.2(a) or 6.2(i) entitles OjaFertility to terminate immediately and to report the matter to the Appropriate Authority, Council or certifying body.

7. Consultation Conduct and Service Levels

7.1 You will maintain accurate availability in the Provider Portal and honour confirmed appointments.

7.2 Target service levels are set out in Schedule C. OjaFertility may revise Schedule C on not less than thirty (30) days' notice.

7.3 At the start of every consultation you will identify yourself by name and state your council registration or certification number.

7.4 Continuity of care. If you become unavailable during an ongoing course of treatment, you will inform OjaFertility and the Patient promptly and cooperate in an orderly handover. You must not abandon a Patient mid-treatment.

7.5 Persistent failure to meet service levels may result in reduced listing visibility, suspension, or delisting under clause 14.

7.6 Relief for Platform unavailability. You will not be treated as having failed a service level, and no refund will be attributed to you under clause 9.5, to the extent the failure is caused by unavailability, malfunction or degradation of the Platform, or by any other event beyond your reasonable control.

7.7 Recording of consultations. You must not record any consultation, by any means, without the Patient's prior express consent, recorded in the clinical record. Where OjaFertility records or retains any consultation data, it does so in accordance with its Privacy Policy and the Data Processing Addendum at Schedule D. You must not retain any personal copy of a recording after the consultation, and must not share any recording with any person.

8. Records, Prescriptions and Data

8.1 You will create and maintain complete, contemporaneous records of every consultation, including history, findings, advice, prescriptions and referrals.

8.2 Records will be retained for at least three (3) years from the last entry, or longer where law or your regulator requires. Records relating to a pending complaint or proceeding are retained until final disposal.

8.3 Prescriptions must bear your name, qualification, council registration number and signature, and must comply with the Telemedicine Practice Guidelines.

8.4 A Patient is entitled to a copy of their records on request, to be provided within seventy-two (72) hours.

8.5 Confidentiality. You will treat all Patient information as confidential and will process it only for the purpose of providing care. This obligation survives termination indefinitely.

8.6 You must not:

(a) export, copy or retain Patient contact details for your own marketing;

(b) contact Platform Patients for any purpose other than their care;

(d) use Patient data to train or evaluate any machine learning or artificial intelligence model;

(e) capture, retain or share any screenshot, screen recording or other reproduction of a consultation, of Patient messages or chat history, of the Provider Portal or any OjaFertility dashboard, or of any Platform screen containing Patient data;

(f) publish, post or circulate on any social media, messaging group, professional forum, marketing material or public channel any Patient identity, Patient case detail, Patient communication, or Platform screen, whether or not anonymised, without the Patient's prior written consent and OjaFertility's prior written approval.

8.7 Reportable events. If during a consultation you learn of physical or sexual abuse (particularly of a minor), or of a Patient's self-harm — planned, attempted or completed — you will discharge your own reporting obligations under law and will also notify OjaFertility immediately at [medicolegal@ojafertility.com], which is a monitored address. You must not rely on any individual's personal email address for such notification.

8.8 Breach notification. You will notify OjaFertility within twenty-four (24) hours of becoming aware of any personal data breach affecting Platform Patients, and cooperate fully in investigation, notification and remediation.

8.9 Data protection roles. The allocation of roles and responsibilities between OjaFertility and you under the Digital Personal Data Protection Act, 2023, together with the security, sub-processing, assistance and breach obligations of each party, is set out in the Data Processing Addendum at Schedule D, which forms part of these Terms.

8.10 Information security. You will maintain reasonable technical and organisational security measures in respect of your access to the Platform, including:

(a) keeping your credentials confidential and never sharing them with any person;

(b) enabling multi-factor authentication where offered;

(c) accessing the Platform only from devices you control, which are password-protected, kept updated, and protected by current anti-malware software;

(d) never accessing the Platform from a shared, public or unsecured device or network;

(e) logging out at the end of each session;

(f) notifying OjaFertility immediately of any suspected compromise of your account.

9. Fees, Payments and Taxes

9.1 You set your own professional fee, within any range agreed with OjaFertility, and will give fifteen (15) days' notice of changes.

9.2 OjaFertility collects Patient payments as your payment collection agent and remits amounts due on a fortnightly cycle, net of: the OjaFertility technology and service fee; payment gateway charges; refunds and chargebacks attributable to you; the retention under clause 9.7; and taxes required to be withheld. The settlement cycle may be varied only by written agreement between the parties.

9.3 The OjaFertility technology and service fee is set out in Schedule A. OjaFertility may revise Schedule A on not less than thirty (30) days' notice, and such a revision is a material amendment for the purposes of clause 16.1.

9.4 Nature of the OjaFertility fee. The fee payable to OjaFertility is consideration for defined technology and administrative services — listing, discovery, scheduling, communication tools, record hosting, payment processing and support. It is not a commission, rebate, or share of professional fees, and is not payable in consideration of any patient referral. The parties expressly acknowledge that the technology and service fee is payable irrespective of whether a Patient ultimately undergoes treatment and is not linked to any clinical outcome or referral.

9.5 Taxes. You are responsible for your own GST registration, invoicing and returns, and for income tax on your receipts. OjaFertility will withhold tax at source where required, including under section 194-O of the Income-tax Act, and issue the corresponding certificates. You will furnish and keep current your PAN, GSTIN (if registered) and bank details.

9.6 Refunds. Refunds arising from your no-show, late cancellation, or failure to meet your obligations under these Terms are borne by you. Refunds arising from failure of the Platform are borne by OjaFertility.

9.7 Retention. OjaFertility may retain [five per cent (5%)] of each remittance in a rolling reserve, to be applied against refunds, chargebacks, and any amount payable by you under clause 11. The balance of the reserve attributable to any remittance is released to you [twelve (12) months] after that remittance, less any amounts properly applied, and provided no claim or complaint relating to your services is then pending.

9.8 Set-off. OjaFertility may set off against any amount payable to you any sum owed by you under these Terms, including refunds attributable to you, chargebacks, and any amount claimed or paid under the indemnity in clause 11, including reasonable defence costs.

9.9 Disputed statements must be raised within fifteen (15) days of issue, failing which they are deemed accepted.

10. Professional Indemnity Insurance

10.1 Recommended cover. OjaFertility strongly recommends that every Provider maintain professional indemnity insurance with a reputable insurer, expressly covering telemedicine consultations and, where applicable, in-person, surgical, interventional, invasive or ART procedures, for not less than the minimum limits set out in Schedule B, maintained throughout the term and for a suitable run-off period after termination, reflecting the long tail of obstetric and fertility claims. This is particularly relevant if you fall within any of the following categories:

(a) you perform any surgical, interventional or invasive procedure;

(b) you provide, or participate in the provision of, assisted reproductive technology services;

(c) you are a clinic, hospital, laboratory or other establishment, or a Provider practising through such an establishment;

(d) you provide any in-person consultation or treatment to Patients introduced through the Platform.

10.2 Disclosure by all Providers. You must declare at onboarding, and thereafter on request and on any change, whether you hold professional indemnity insurance and, if so, the insurer, the limits of indemnity, and the expiry date, and furnish the certificate of insurance on onboarding, on each renewal, and on request. That declaration is a representation under clause 4.1 and its accuracy is your responsibility.

10.3 No cover, no transfer of liability. If you do not hold professional indemnity insurance, or your declared cover lapses, you acknowledge and agree that you bear full financial and legal responsibility, as set out in clauses 5.2, 5.3 and 11, for any claim, loss, damages, compensation or costs arising from your clinical acts or omissions, and that OjaFertility has no obligation to satisfy, contribute to, or share in any such claim.

10.4 Misrepresentation. A false or materially inaccurate declaration under clause 10.2 — including representing that you hold cover which you do not hold, or which has lapsed — is a breach of clause 4.1 and is grounds for immediate suspension under clause 14.1.

10.5 Primacy. Your insurance is primary in respect of any claim arising from your clinical acts or omissions. OjaFertility's insurance, if any, does not respond to such claims, and no absence or insufficiency of your insurance transfers any liability to OjaFertility.

10.6 OjaFertility may from time to time make group or facilitated insurance arrangements available to Providers. Participation is optional and does not vary your obligations under this clause.

11. Indemnity

11.1 You will indemnify, defend and hold harmless OjaFertility, Nanak Naam Enterprises Private Limited, and its directors, officers, employees and agents, against all claims, demands, proceedings, damages, compensation, awards, settlements, fines, penalties, losses and reasonable legal costs arising out of or in connection with:

(a) your clinical acts or omissions, including negligence, malpractice, misdiagnosis, wrongful prescription, delayed or failed referral, and abandonment of care;

(b) any inaccuracy, misrepresentation or falsity in the information you supply under clause 4;

(c) any breach of your registration, licensing, certification, professional or statutory obligations, including under the PCPNDT Act, ART Act, Surrogacy Act and NMC regulations;

(d) any breach of confidentiality or of your data protection or information security obligations;

(e) any claim by a Patient, a Patient's family or legal representative, or any authority, arising from your services;

(f) infringement of any third-party intellectual property in content you supply.

11.2 This indemnity applies whether the claim is brought against OjaFertility alone, or against OjaFertility and you jointly, and whether or not OjaFertility is ultimately found liable. It includes the costs of defending any such claim.

11.3 OjaFertility will notify you of any claim to which this indemnity applies, and you will cooperate fully in its defence. OjaFertility may, at its option, require you to assume the defence, or defend and recover its costs from you.

11.4 Security. Where the Provider is a company, partnership, LLP or other body, OjaFertility may require a personal guarantee of the obligations in this clause 11 from one or more of its directors, partners or principals, in a form acceptable to OjaFertility, as a condition of listing.

11.5 OjaFertility's indemnity to you. OjaFertility will indemnify you against claims arising from its own gross negligence or wilful misconduct, from a breach of its own data protection obligations, or from infringement claims relating to the Platform software itself.

11.6 Limitation of OjaFertility's liability to you. Save in respect of clause 11.5, fraud, willful misconduct, and liabilities that cannot lawfully be limited, OjaFertility's aggregate liability to you in any twelve-month period is limited to the total service fees actually received by OjaFertility from you in the preceding twelve (12) months. Neither party is liable for indirect or consequential loss, or for loss of profit or goodwill.

12. Listing, Marketing and Intellectual Property

12.1 You grant OjaFertility a non-exclusive, royalty-free licence to use your name, photograph, qualifications and biography to operate and promote the Platform, for the term and for ninety (90) days thereafter for cached and printed material.

12.2 OjaFertility may edit listing content for length, format and legal compliance, and will not alter clinical or qualification claims without notice to you.

12.3 You must not use OjaFertility's name, logo or marks except as permitted in writing, and must not represent yourself as employed by, partnered with, or endorsed by OjaFertility beyond "listed on OjaFertility".

12.4 OjaFertility retains all rights in the Platform, its software, AskOja and derived analytics. You must not scrape, reverse-engineer or reproduce any part of it.

12.5 Content specifically commissioned by OjaFertility, including articles, videos, webinars and protocol documents, is owned by OjaFertility. You hereby assign to OjaFertility, absolutely and for the full term of copyright and any renewals, throughout the world, all right, title and interest in any content commissioned by OjaFertility, together with a waiver of moral rights to the extent permissible in law.

13. Reviews, Ratings and Quality Review

13.1 Patients may rate and review you. OjaFertility publishes reviews subject to its moderation policy.

13.2 OjaFertility will remove a review that is defamatory, contains personal data, or is demonstrably false. It will not remove a review merely because it is unfavourable. You may submit a written response for publication alongside a review.

13.3 You must not solicit, incentivise or manufacture reviews, or ask a Patient to remove or alter one.

13.4 OjaFertility may audit consultation records, conduct Patient satisfaction outreach, and review complaint patterns. You will cooperate and respond within fourteen (14) days.

13.5 Patient complaints. Clinical complaints are referred to you for response within seven (7) days. OjaFertility does not adjudicate clinical questions, but may suspend your listing pending resolution of a serious complaint, and will share your response with the Patient.

14. Suspension, Delisting and Termination

14.1 Immediate suspension or termination, without notice, where:

(a) your registration or certification lapses, is suspended, restricted or cancelled;

(b) your credentials are found to be false or materially misrepresented;

(d) a declaration under clause 10.2 is found to be false, materially inaccurate, or not kept up to date;

(e) there is a serious data or confidentiality breach;

(f) continued listing would expose Patients to risk or OjaFertility to legal liability.

14.2 Termination for breach: either party may terminate for material breach not cured within fifteen (15) days of written notice.

14.3 Termination for convenience: either party may terminate on thirty (30) days' written notice.

14.4 On termination you will:

(a) complete or safely hand over all ongoing Patient episodes of care — this obligation survives termination;

(b) not abandon any Patient mid-treatment;

(d) cease all use of OjaFertility marks;

(e) return or delete OjaFertility confidential information.

14.5 OjaFertility will settle undisputed amounts within thirty (30) days of termination, less sums withheld under clauses 9.7 and 9.8 for pending refunds or claims.

14.6 Appeal. A suspended or delisted Provider may appeal in writing to the Grievance Officer within fifteen (15) days. OjaFertility will respond within fifteen (15) days. Suspension under clause 14.1(c) is not lifted pending appeal.

15. Non-Circumvention

15.1 During the term and for six (6) months thereafter, you will not induce a Patient first introduced through the Platform to move an ongoing episode of care off-Platform in order to avoid platform fees.

15.2 This clause does not restrict the Patient's freedom of choice. A Patient may consult any practitioner by any route at any time, and you must never decline, delay or compromise clinically necessary care by reason of this clause. Where a Patient independently and unprompted elects to continue care outside the Platform, you are free to accept.

15.3 You will not solicit OjaFertility's employees or contracted coaches for twelve (12) months after termination.

15.4 Off-platform conduct. In relation to any Patient introduced through the Platform, you must not:

(a) request or provide a personal mobile number, WhatsApp contact or other private channel for the purpose of conducting consultations outside the Platform;

(b) request or accept payment directly from the Patient, in cash or otherwise, for a service booked or bookable through the Platform;

15.5 Clause 15.4 does not apply where contact outside the Platform is necessary in a genuine medical emergency, is required for continuity of an episode of care where the Platform is unavailable, or arises because the Patient has independently and unprompted elected to consult you outside the Platform. Where clause 15.5 is relied upon, you will record the reason and notify OjaFertility within seven (7) days.

16. General

16.1 Amendment. OjaFertility may amend these Terms on thirty (30) days' notice. A material amendment means a change to the fees payable, the limits or allocation of liability, the indemnity, the insurance requirements, or the scope of services you may offer. A material amendment entitles you to terminate without penalty within the notice period. Continued access after the effective date, following re-acceptance at the Provider Portal, constitutes acceptance.

16.2 Force majeure. Neither party is liable for failure caused by events beyond reasonable control, save that clause 14.4(a) is performed to the extent possible.

16.3 Assignment. You may not assign. OjaFertility may assign to an affiliate or on a merger or acquisition.

16.4 Notices. Notices are given to the email addresses on record and are deemed received forty-eight (48) hours after sending.

16.5 Entire agreement. These Terms and the Schedules constitute the entire agreement between the parties in relation to their subject matter.

16.6 Severability. If any provision is held unenforceable, the remainder continues in effect.

16.7 No waiver. Failure to enforce any provision is not a waiver of it.

16.8 Survival. Clauses 2, 4, 4A, 5, 8, 9.7, 9.8, 10.3, 10.4, 11, 12, 13.2, 14.4, 15 and 17 survive termination.

17. Governing Law and Disputes

17.1 These Terms are governed by the laws of India.

17.2 The parties will first attempt good-faith resolution between designated representatives for thirty (30) days.

17.3 Unresolved disputes will be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996. Seat and venue: Gautam Buddha Nagar, Uttar Pradesh. Language: English.

17.4 Nothing in clause 17.3 prevents either party from seeking urgent interim relief.

17.5 Nothing in these Terms limits or affects any statutory right available to a Patient under Indian law, including under the Consumer Protection Act, 2019.

18. Acknowledgement

By ticking the acceptance box you confirm that you have read and understood these Terms, and specifically that you have read and accept:

Clause 4 — you are solely liable for the accuracy of everything you tell us about yourself, and you accept that OjaFertility's onboarding checks are limited to those described in clause 4.2, do not extend to forensic authentication, background investigation, premises inspection or assessment of clinical competence, and are not a warranty by OjaFertility as to any Provider;

Clause 4A — AskOja and other AI features are informational only, and you remain responsible for every clinical decision you take, including any decision informed by them;

Clause 5 — you alone are clinically responsible for the care you provide, and as between you and OjaFertility you alone are liable for financial claims arising from it;

Clause 10 — you will declare your professional indemnity insurance status and are strongly encouraged, though not required, to maintain cover;

Clause 11 — you indemnify OjaFertility against claims arising from your clinical acts, your credentials, and your breaches.

Version: 1.2 · Your acceptance is recorded with the date and time, the IP address it came from, and a hash of this document as published.

SCHEDULES

Schedule A — OjaFertility Technology and Service Fee: The same been finalized.

Schedule B — Recommended Insurance Cover (not mandatory; see clause 10).

Schedule C — Service Levels.

Metric

Target

Accept or decline a booking request

within 6 hours

Start consultation from scheduled time

within 15 minutes

Notice of a Provider-initiated cancellation

at least 24 hours

Response to a Patient follow-up message

within 2 days

Response to an OjaFertility quality or complaint query

within 7 days

No Show

below 2% rolling 90 days

Cancellation rate

below 5% rolling 90 days

Schedule D – Data Governance & Processing Addendum

1. Purpose: This Schedule sets out the responsibilities of OjaFertility and the Provider regarding collection, access, processing, storage, disclosure, retention and protection of Patient Personal Data while using the Platform.

2. Scope: This Schedule forms part of the Provider & Doctor Terms and applies to every Provider using the Platform.

3. Definitions: Personal Data, Patient Data, Processing, Data Breach, Provider and Platform shall have the meanings assigned in the Terms or applicable law.

4. Allocation of Responsibilities

The Provider remains solely responsible for clinical decisions, diagnosis, prescriptions, treatment and medical records created in connection with patient care. OjaFertility is responsible for operating the technology platform, appointment management, communication tools, payment facilitation, hosting and other platform services. Nothing in this Schedule transfers clinical responsibility to OjaFertility.

5. Permitted Processing

Patient Personal Data may be processed only for patient registration, appointment management, consultation, care coordination, prescription management, payment settlement, customer support, legal compliance, fraud prevention, platform security and other purposes expressly permitted under the Terms or applicable law.

6. Provider Obligations

The Provider shall process Patient Data only for patient care and lawful purposes; maintain confidentiality; comply with applicable law; not export patient lists for marketing; not disclose Patient Data except where legally permitted; and immediately notify OjaFertility of any suspected breach.

7. OjaFertility Obligations

OjaFertility shall implement reasonable administrative, technical and organisational safeguards to protect Platform data; restrict access to authorised personnel; maintain audit logs where appropriate; and take reasonable steps to investigate reported incidents.

8. AI Governance

AskOja and other AI features are assistive tools only. Patient-identifiable data shall not be used to train AI models except where permitted by applicable law and authorised under OjaFertility policies. OjaFertility may use anonymised or aggregated data for analytics, quality improvement, product development and system performance where individuals cannot reasonably be identified.

9. Information Security

Providers shall keep credentials confidential, enable MFA where available, use secure devices, keep systems updated, avoid insecure networks and promptly report account compromise.

10. Data Breach

The Provider shall notify OjaFertility within 24 hours of becoming aware of a suspected or actual breach affecting Platform Patients and cooperate in investigation and remediation. OjaFertility shall coordinate any notifications required by applicable law.

11. Patient Rights

The Provider shall reasonably cooperate with OjaFertility in responding to lawful requests relating to access, correction or other rights recognised under applicable law.

12. Retention

Clinical records shall be retained in accordance with applicable law and the Terms. OjaFertility may retain backup copies and records required for legal, regulatory, audit or dispute resolution purposes.

13. Confidentiality

Both parties shall keep confidential all non-public information relating to Patients, the Platform, software, algorithms, commercial information and security measures. This obligation survives termination.

14. Audit & Regulatory Cooperation

Each party shall reasonably cooperate with lawful regulatory investigations and provide information reasonably required to demonstrate compliance with these Terms.

15. Liability

Nothing in this Schedule transfers responsibility for clinical decisions to OjaFertility. Each party remains responsible for its own acts and omissions. The indemnity and limitation of liability provisions in the main Terms apply to this Schedule.

16. Survival

This Schedule survives termination to the extent necessary to protect Patient Data, preserve confidentiality, comply with law and resolve disputes.

This Schedule shall be read together with Clauses 4A, 8, 10 and 11 of the Provider & Doctor Terms v1.