This document outlines the terms and conditions governing the professional relationship between SugarSight Technologies (the “Company”) and the Registered Dietician/Nutritionist (the “Dietician”) for the provision of nutritional consulting services via the SugarSight mobile application (the “Platform”).

By registering and using the Platform, the Dietician agrees to be bound by these terms.

1. Dietician Registration and Professional Services

1.1. Eligibility: The Dietician must be a certified and registered professional with a recognized statutory or professional body in India (e.g., Indian Dietetic Association or equivalent) and must provide proof of valid registration and required qualifications.

1.2. Compliance: The Dietician agrees to adhere strictly to all applicable laws, professional codes of conduct, and health ministry guidelines pertaining to the practice of dietetics and nutrition consulting in India.

1.3. Independent Professional: The Dietician acknowledges that they are an independent service provider and not an employee, agent, partner, or representative of the Company.

1.4. Data Access: The Dietician shall only access Patient health data (CGM readings, logs, reports) with the Patient’s explicit consent, adhering to the Digital Personal Data Protection Act (DPDP Act), 2023.

2. Liability and Professional Responsibility

2.1. Sole Professional Responsibility: The Dietician acknowledges and agrees that they are solely and entirely responsible for all professional dietary advice, meal planning, nutritional guidance, omission, or negligence arising from consultations conducted via the SugarSight Platform. The Dietician must exercise the highest standard of professional care in all their interactions.

2.2. Disclaimer of Company Liability: The Company shall not be held liable, accountable, or responsible for any direct, indirect, incidental, or consequential claims, damages, losses, or expenses resulting from the Dietician’s professional conduct, malpractice, breach of confidentiality, or failure to comply with professional or regulatory guidelines.

2.3. Indemnification: The Dietician agrees to indemnify, defend, and hold harmless SugarSight Technologies, its officers, directors, employees, and agents, from and against any and all claims, liabilities, costs, damages, or losses (including legal fees) arising out of or in connection with the services rendered by the Dietician through the Platform.

3. Fee Structure and Payment Agreement

3.1. Appointment Fee: The Company will facilitate the collection of the full appointment fee from the Patient for each booked and completed consultation.

3.2. Dietician’s Share: The Company agrees to remit 80% (Eighty Percent) of the collected appointment fee (before GST and TDS deduction) to the Dietician.

3.3. Platform Fee: The remaining 20% (Twenty Percent) of the appointment fee shall be retained by the Company as a platform fee for technology, marketing, and payment processing services.

3.4. Payment Schedule: Payments to the Dietician will be processed and disbursed on a [Weekly/Bi-Weekly/Monthly] basis, as agreed upon separately.

4. Taxes and Statutory Deductions

4.1. Goods and Services Tax (GST): The total appointment fee collected from the Patient will be subject to the prevailing rate of GST, currently 18%. The Dietician’s remittance will be calculated on the gross appointment fee, with both the Company and the Dietician responsible for their respective GST liabilities as per the applicable laws.

4.2. Tax Deducted at Source (TDS): The Company is obligated to deduct Tax Deducted at Source (TDS) from the Dietician’s total payable share (80% of the fee) at the prevailing rate under the provisions of the Income Tax Act, 1961.

4.3. TDS Certificate: The Company shall provide the Dietician with a TDS certificate (Form 16A) for the taxes deducted, which the Dietician can use when filing their income tax returns.

5. Termination of Agreement

5.1. Termination by Dietician: The Dietician may terminate this agreement by providing the Company with a weeks written notice.

5.2. Termination by Company: The Company may terminate this agreement immediately and without prior notice if the Dietician violates any terms of this agreement, breaches professional guidelines, or receives substantiated complaints regarding professional misconduct.

5.3. Survival: Clauses related to Liability (Section 2), Taxes (Section 4), and Confidentiality shall survive the termination of this agreement.

6. Governing Law

This agreement shall be governed by and construed in accordance with the laws of the Republic of India, and the courts in Bangalore, Karnataka shall have exclusive jurisdiction over any disputes.