Terms of Use

AYKA CLYVORA PRIVATE LIMITED

AYKA Alliance — Franchise Partners

Platform: https://www.aykaalliance.in/

Effective Date: 8 May 2026

Version 1.1

AYKA Clyvora Private Limited | CIN: U62099UP2025PTC223390 | DIPP: DIPP206218

5/1115, Khalapar Mohalla, Memaran, Saharanpur, Uttar Pradesh — 247001 | support@aykacare.in | +91 92207 82066

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE REGISTERING AS A FRANCHISE PARTNER OR USING THE AYKA ALLIANCE PLATFORM. BY CLICKING “I AGREE”, SUBMITTING YOUR FRANCHISE REGISTRATION, OR ACCESSING THE AYKA ALLIANCE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT PROCEED WITH REGISTRATION.

These Terms of Use (“Terms”) constitute a legally binding agreement between you, as a registered or prospective franchise partner (“You”, “Partner”, or “Franchisee”), and AYKA Clyvora Private Limited (“Company”, “AYKA”, “We”, or “Us”), governing your access to and use of the AYKA Alliance platform, franchise network, and associated services.

These Terms are to be read in conjunction with any Franchise Agreement (“Franchise Agreement”) separately executed between You and the Company. In the event of any conflict between these Terms and the Franchise Agreement, the Franchise Agreement shall prevail to the extent of the conflict.

1. ACCEPTANCE OF TERMS

1.1 By submitting a franchise registration application, clicking “I Agree”, or accessing the AYKA Alliance Platform, You agree to be bound by these Terms, the Privacy Policy, the Payment and Payout Policy, and any other policies or guidelines published by the Company, all of which are incorporated herein by reference.

1.2 If You are accepting these Terms on behalf of a proprietorship, partnership, limited liability partnership, or private limited company, You represent and warrant that You have full legal authority to bind such entity to these Terms.

1.3 The Company reserves the right to amend these Terms at any time. Material amendments shall be notified thirty (30) days before taking effect. Continued use of the Platform or franchise activities after the effective date shall constitute acceptance.

2. DEFINITIONS

In these Terms, the following terms shall have the meanings set out below:

2.1 “AYKA Alliance” means the three-tier franchise network operated by the Company at the City, District, and State levels, through which franchise partners distribute and support AYKA products and services within defined territories.

2.2 “AYKA Life” means the cloud-based clinic management SaaS platform for clinics and hospitals.

2.3 “AYKA Expert” means the telemedicine SaaS platform for individual doctors.

2.4 “AYKA Care” means the patient-facing teleconsultation platform.

2.5 “City Franchise Partner” means a franchise partner operating at the city or taluka level with responsibility for direct sales and support of AYKA products within an assigned city territory.

2.6 “Company” means AYKA Clyvora Private Limited (CIN: U62099UP2025PTC223390), a company incorporated under the Companies Act, 2013, having its registered office at 5/1115, Khalapar Mohalla, Memaran, Saharanpur, Uttar Pradesh — 247001.

2.7 “Confidential Information” means all non-public information relating to the Company’s business, operations, technology, pricing, client lists, franchise structure, financial performance, and trade secrets disclosed to You in connection with your franchise relationship.

2.8 “DPDP Act” means the Digital Personal Data Protection Act, 2023, and all rules and regulations thereunder.

2.9 “District Franchise Partner” means a franchise partner operating at the district level, responsible for managing City Franchise Partners within the district and for district-level sales activities.

2.10 “Franchise Agreement” means the detailed commercial franchise agreement executed between the Company and a Partner, setting out the specific territory, tenure, investment, revenue-sharing, and operational terms.

2.11 “Franchise Fee” means the upfront fee payable by the Partner to the Company upon execution of the Franchise Agreement, as specified therein.

2.12 “Intellectual Property” means all patents, trademarks, service marks, trade names, copyrights, design rights, trade secrets, know-how, database rights, and all other intellectual or proprietary rights, whether registered or unregistered, owned or licensed by the Company.

2.13 “Platform” means the AYKA Alliance website (www.aykaalliance.in), the franchise management portal, and all associated applications and tools.

2.14 “Revenue Streams” means the commission and revenue-sharing arrangements applicable to the Partner as set out in the Franchise Agreement, which may include revenues from AYKA Expert subscriptions, AYKA Life subscriptions, AYKA Care patient fees, training and workshop revenues, ancillary referral revenues, and any other streams designated by the Company.

2.15 “State Franchise Partner” means a franchise partner operating at the state level, responsible for managing District Franchise Partners within the state and for state-level strategy and oversight.

2.16 “Security Deposit” means the refundable deposit amount payable by the Partner to the Company at the time of execution of the Franchise Agreement, as specified therein, to be held by the Company as security against any outstanding dues, penalties, damages, or breach of obligations by the Partner, and returnable within forty-five (45) days of final settlement upon expiry or termination of the Franchise Agreement after deduction of any amounts lawfully due to the Company.

2.17 “Territory” means the geographical area assigned to the Partner under the Franchise Agreement for the purpose of sales and support activities.

3. FRANCHISE TIERS AND STRUCTURE

3.1 The AYKA Alliance franchise network comprises three tiers as follows:

City Franchise Partner: Responsible for direct outreach, onboarding, and support of doctors, clinics, and hospitals within the assigned city territory. Investment and revenue structure as per Franchise Agreement.
District Franchise Partner: Responsible for managing and supervising City Franchise Partners within the district, conducting district-level marketing, and achieving district sales targets. Manages a network of City Partners and earns overriding commissions on City Partner revenues in addition to own direct revenues.
State Franchise Partner: Responsible for state-level strategy, managing District Franchise Partners, state marketing initiatives, and representing AYKA at the state level. Earns overriding commissions on both District and City Partner revenues within the state.

3.2 The specific investment amounts, tenure, territory boundaries, targets, and revenue-sharing percentages applicable to each tier shall be set out in the respective Franchise Agreement. These Terms govern the general conditions applicable to all tiers.

3.3 Upward progression between tiers is subject to performance criteria and availability of the higher-tier designation in the relevant geography, as determined by the Company in its sole discretion.

4. ELIGIBILITY

4.1 To be eligible to become a Franchise Partner under AYKA Alliance, You must:

Be at least twenty-one (21) years of age;
Be legally competent to enter into a binding commercial agreement under the Indian Contract Act, 1872;
Possess the necessary business acumen and local market knowledge to carry out franchise activities in the designated Territory;
Not have been convicted of any criminal offence involving moral turpitude, fraud, or financial crime;
Not have any undischarged bankruptcy or insolvency proceedings against You;
Meet the investment and financial capacity requirements specified in the Franchise Agreement;
Obtain all requisite business registrations, trade licences, and GST registration applicable to your business activities in the Territory.

4.2 The Company reserves the right to conduct background verification checks on prospective Partners and to reject any application at its sole discretion without assigning reasons.

5. LICENCE GRANT AND PLATFORM ACCESS

5.1 Subject to these Terms, the Franchise Agreement, and payment of all applicable fees, the Company grants You a limited, non-exclusive, non-transferable, revocable licence to:

Access and use the AYKA Alliance franchise management portal for the purposes of managing your franchise activities, tracking onboarding and revenues, and communicating with the Company;
Use the Company’s approved marketing materials, branding guidelines, and pitch materials within your Territory and solely for the purpose of promoting AYKA products;
Represent yourself as an authorised AYKA Alliance Franchise Partner within your designated Territory.

5.2 This licence does not include any right to sub-franchise, resell access to the Platform, or use AYKA’s Intellectual Property outside the scope expressly permitted by the Company.

5.3 The licence granted herein is co-terminus with the Franchise Agreement and shall automatically terminate upon expiry or termination of the Franchise Agreement.

6. FRANCHISE PARTNER OBLIGATIONS

In addition to the obligations set out in the Franchise Agreement, You agree and undertake at all times to:

6.1 Exclusive Territory: Conduct all franchise sales and promotional activities strictly within the Territory assigned to You. You shall not solicit customers or conduct franchise activities in any other partner’s Territory without prior written consent of the Company.

6.2 Brand Standards: Represent AYKA and its products strictly in accordance with the Company’s brand guidelines, communication templates, and approved marketing materials as provided or updated by the Company from time to time. You shall not create, publish, or distribute any marketing material relating to AYKA without prior written approval.

6.3 Sales and Performance Targets: Use best efforts to meet or exceed the sales and onboarding targets specified in the Franchise Agreement for each franchise tier. Persistent underperformance may result in suspension, territory revision, or termination as specified in Clause 17.

6.4 Training and Certification: Complete all mandatory training programmes, onboarding sessions, and certification assessments provided by AYKA before commencing active franchise operations, and participate in periodic refresher training as required by the Company.

6.5 Reporting: Submit monthly performance reports, client onboarding data, and financial reconciliation statements through the Platform within the timelines specified by the Company. You acknowledge that performance metrics generated by the Company’s Platform shall be the primary basis for revenue calculation.

6.6 Compliance with Law: Comply at all times with all applicable laws and regulations, including the Companies Act 2013 (if applicable), GST laws, IT Act 2000, DPDP Act 2023, and all healthcare-sector regulations applicable in the Territory.

6.7 No Direct Competition: During the term of the Franchise Agreement and for a period of one (1) year following its expiry or termination (the “Non-Compete Period”), You shall not, directly or indirectly, engage in, promote, or assist any business that competes with AYKA’s core business of healthcare SaaS and telemedicine services in the Territory. ⚠️ Note: This non-compete obligation may be subject to enforceability limitations under the Indian Contract Act, 1872; legal counsel should assess applicability.

6.8 Confidentiality: You shall maintain the strictest confidentiality of all Confidential Information and shall not disclose any such information to any third party without the prior written consent of the Company, both during and after the term of the Franchise Agreement.

6.9 Partner Conduct: Maintain a professional standard of conduct in all interactions with healthcare professionals, clinic staff, patients, and other AYKA stakeholders.

6.10 Data Protection: Any personal data accessed, collected, or processed by You in connection with franchise activities shall be handled in compliance with the DPDP Act 2023 and any guidelines issued by the Company. You shall not retain, share, or misuse any patient or subscriber data.

7. INVESTMENT, FEES, AND PAYMENT

7.1 The Franchise Fee payable by You shall be as specified in the Franchise Agreement. The Franchise Fee is payable upfront and is generally non-refundable, except as otherwise provided in the Franchise Agreement or the Refund and Cancellation Policy.

7.2 All payments shall be made in Indian Rupees (₹) through the payment methods designated by the Company. GST at the applicable rate (currently eighteen percent (18%)) shall be levied on all Franchise Fees and service charges.

7.3 The payment and payout structure, including commission rates, revenue-sharing percentages, payout cycles, and deduction norms, shall be governed by the Payment and Payout Policy incorporated herein by reference.

7.4 The Company shall generate GST-compliant invoices for all fees charged. You are responsible for maintaining accurate records of all payments made and received.

7.5 Disputed payments shall be raised in writing with the Company within thirty (30) days of the relevant transaction. Disputes raised after this period may not be entertained.

8. REVENUE SHARING AND PAYOUTS

8.1 The Company shall pay to You commissions and revenue-share amounts in accordance with the Revenue Streams and rates specified in the Franchise Agreement, calculated based on the performance data recorded on the Company’s Platform.

8.2 Payouts shall be processed on the cycle specified in the Franchise Agreement (typically monthly or quarterly), subject to successful reconciliation of performance data and compliance with all reporting obligations.

8.3 The Company reserves the right to withhold or defer any payout if: (a) Your performance reports are pending or incomplete; (b) there is a suspected breach of these Terms or the Franchise Agreement; (c) any regulatory or legal hold applies; or (d) outstanding Franchise Fees or penalties are due from You.

8.4 TDS shall be deducted at source on payouts as applicable under the Income Tax Act, 1961, and TDS certificates shall be provided to You as required.

8.5 The Company reserves the right to revise commission rates with sixty (60) days’ prior written notice. No revision shall apply retrospectively to confirmed transactions.

9. INTELLECTUAL PROPERTY

9.1 All Intellectual Property in the AYKA Platform, products, software, brand assets, training materials, marketing collateral, and business processes is and shall remain the exclusive property of AYKA Clyvora Private Limited.

9.2 You are granted a limited, revocable, non-exclusive, non-transferable licence to use approved AYKA branding and marketing materials solely within the Territory and solely for the purpose of promoting AYKA products and services. This licence terminates automatically upon expiry or termination of the Franchise Agreement.

9.3 You shall not: (a) use AYKA’s trademarks, logos, or trade names in any manner inconsistent with the brand guidelines; (b) register or attempt to register any domain name, social media handle, or trademark that incorporates AYKA’s name or any confusingly similar mark; (c) create marketing materials, advertisements, or communications about AYKA without prior written approval.

9.4 Any materials, databases, or insights generated by You in the course of franchise activities that incorporate AYKA’s Confidential Information or Intellectual Property shall belong solely to the Company.

10. CONFIDENTIALITY

10.1 You acknowledge that in the course of your engagement as a Franchise Partner, You will have access to Confidential Information, including but not limited to: franchise pricing and commission structures, client lists and doctor/clinic databases, proprietary platform features and roadmaps, business strategies and expansion plans, and financial projections.

10.2 You undertake to: (a) maintain the strict confidentiality of all Confidential Information; (b) use Confidential Information solely for the purposes of fulfilling your franchise obligations; (c) not disclose Confidential Information to any third party without the prior written consent of the Company; (d) implement reasonable security measures to protect Confidential Information from unauthorised disclosure; and (e) promptly notify the Company of any actual or suspected unauthorised disclosure.

10.3 These confidentiality obligations shall survive the expiry or termination of the Franchise Agreement for a period of three (3) years.

11. ACCEPTABLE USE POLICY

You agree that You shall NOT engage in any of the following activities:

11.1 Misrepresentation: Misrepresent your status as an AYKA Alliance Partner, your tier level, or your authority to bind the Company;

11.2 Unapproved Commitments: Make any warranty, representation, guarantee, or commitment to clients or prospects on behalf of the Company beyond what is expressly authorised in Company-approved materials;

11.3 Sub-Franchising: Sub-franchise, assign, or sub-license your franchise rights to any third party without the prior written consent of the Company;

11.4 Data Misuse: Access, retain, share, or commercially exploit any client, doctor, patient, or subscriber data beyond what is necessary for your authorised franchise activities;

11.5 Platform Interference: Attempt to access, modify, reverse-engineer, or interfere with the Company’s Platform, backend systems, or data infrastructure;

11.6 Competing Activity: Directly or indirectly engage in or promote any competing healthtech SaaS or telemedicine service within the Territory during the franchise term;

11.7 Disparagement: Publish, post, or disseminate any false, misleading, or defamatory statements about the Company, its products, or other Franchise Partners;

11.8 Regulatory Violation: Engage in any activity that violates applicable laws, healthcare regulations, data protection laws, or the Company’s policies.

12. DATA PROTECTION AND DPDP COMPLIANCE

12.1 Any personal data that You process in the course of your franchise activities, including contact information of healthcare professionals, patients, and clients, shall be processed only for the legitimate purposes of your franchise obligations and in strict compliance with the DPDP Act 2023.

12.2 You shall not retain personal data beyond the period reasonably necessary for your franchise activities and shall, upon expiry or termination of the Franchise Agreement, return or securely destroy all personal data in your possession as directed by the Company.

12.3 You shall promptly notify the Company in writing upon becoming aware of any actual or suspected data breach involving personal data accessed in connection with your franchise activities.

13. REPRESENTATIONS AND WARRANTIES

You represent, warrant, and undertake as follows, and acknowledge that the Company relies on these representations in appointing You as a Franchise Partner:

13.1 All information provided in your franchise application and thereafter is accurate, complete, and not misleading;

13.2 You have full legal capacity and authority to enter into these Terms and the Franchise Agreement;

13.3 You are not subject to any existing contractual restriction that would prevent You from performing your obligations hereunder;

13.4 You hold all requisite business registrations, licences, and permits required to operate in the Territory;

13.5 Your conduct in the Territory shall at all times comply with applicable laws and regulations;

13.6 You have not made and will not make any payment to any person for the purpose of improperly influencing any decision relating to the appointment or operation of your franchise.

14. INDEMNIFICATION

14.1 You shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and affiliates (“Indemnified Parties”) from and against all claims, suits, proceedings, losses, damages, costs, penalties, and expenses (including reasonable legal fees) arising from or in connection with:

Any breach by You of these Terms or the Franchise Agreement;
Any misrepresentation to clients or prospects regarding AYKA’s products, pricing, or services;
Any third-party claim arising from your franchise activities, including customer complaints and regulatory investigations;
Any infringement of third-party rights, including Intellectual Property rights, caused by You;
Any violation by You of applicable laws, including GST law, data protection law, or healthcare regulations;
Any fraudulent or wilful misconduct by You in connection with your franchise operations.

15. LIMITATION OF LIABILITY

15.1 The Company’s aggregate liability to You for any claims arising under or in connection with these Terms shall not exceed the total Franchise Fee paid by You to the Company in the twelve (12) months immediately preceding the date on which the claim arises.

15.2 The Company shall not be liable for any indirect, incidental, consequential, punitive, or exemplary loss, including loss of profits, loss of business, loss of goodwill, or business interruption, even if the Company has been advised of the possibility of such loss.

15.3 The Company shall not be liable for: (a) your failure to achieve sales targets or revenue projections; (b) market conditions affecting demand for AYKA products in the Territory; (c) regulatory changes affecting the Company’s products or business model; (d) loss arising from your reliance on unverified representations by third parties.

15.4 Nothing herein excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded by applicable law.

16. DISCLAIMER OF WARRANTIES

16.1 THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

16.2 The Company makes no guarantee of revenue, commission income, or business success to any Franchise Partner. Revenue outcomes are dependent on the Partner’s own efforts, local market conditions, and other factors beyond the Company’s control. Any revenue projections provided by the Company are estimates only and shall not be construed as guarantees.

17. TERM AND TERMINATION

17.1 These Terms shall be effective from the date of your registration on the Platform and shall continue for the duration of the Franchise Agreement unless terminated earlier in accordance with these Terms.

17.2 The Franchise Agreement shall be for the initial term specified therein (typically three (3) years), and may be renewed subject to performance criteria and mutual agreement.

17.3 Either party may terminate the Franchise Agreement by giving sixty (60) days’ prior written notice, subject to any minimum lock-in period specified in the Franchise Agreement.

17.4 The Company may terminate the Franchise Agreement with immediate effect, without prior notice or compensation, upon the occurrence of any of the following events:

A material breach by You of these Terms or the Franchise Agreement that is not remedied within thirty (30) days of written notice;
Your insolvency, bankruptcy, or commencement of winding-up proceedings;
Your conviction of a criminal offence;
Your engagement in any activity that brings the Company or its brand into disrepute;
Your unauthorised sub-franchising of your franchise rights;
Persistent failure to meet minimum performance targets for two (2) or more consecutive quarters;
A regulatory or judicial order requiring such termination.

17.5 Consequences of Termination: Upon expiry or termination of the Franchise Agreement:

Your licence to use AYKA’s Platform and Intellectual Property shall immediately cease;
You shall promptly return all Confidential Information, approved materials, and Company property in your possession;
Outstanding commissions earned prior to termination shall be payable in accordance with the Franchise Agreement’s settlement procedure;
You shall not contact existing AYKA clients, doctors, or subscribers in your Territory for competing purposes during the Non-Compete Period;
Any security deposit held by the Company shall be released after deduction of outstanding dues, penalties, and damages, if any, within forty-five (45) days of final settlement.

17.6 Survival: Clauses 9 (IP), 10 (Confidentiality), 12 (Data Protection), 14 (Indemnification), 15 (Limitation of Liability), 18 (Dispute Resolution), and 19 (Governing Law) shall survive the expiry or termination of the Franchise Agreement.

18. DISPUTE RESOLUTION

18.1 Negotiation: Any dispute arising out of or in connection with these Terms or the Franchise Agreement (“Dispute”) shall be first referred to senior management of both parties for good-faith negotiation within thirty (30) days of written notice.

18.2 Arbitration: If the Dispute remains unresolved after the negotiation period, it shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be:

Conducted by a sole arbitrator mutually appointed by the parties;
Seated at New Delhi, India;
Conducted in the English language;
Governed by the substantive laws of India.

18.3 The arbitral award shall be final, binding, and enforceable. Neither party waives its right to seek urgent injunctive or interim relief from a court of competent jurisdiction.

19. GOVERNING LAW AND JURISDICTION

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

19.2 Subject to Clause 18, the courts at Saharanpur, Uttar Pradesh shall have exclusive jurisdiction over any dispute arising under these Terms.

20. MODIFICATIONS TO TERMS

20.1 The Company may modify these Terms at any time with thirty (30) days’ prior written notice. If You do not agree to any modification, You must notify the Company in writing before the effective date, failing which You shall be deemed to have accepted the modification.

21. GRIEVANCE OFFICER

21.1 For all disputes, complaints, or queries relating to these Terms, the Franchise Agreement, or the AYKA Alliance Platform, the designated contact is:

Name: Aakash Yadav

Designation: Grievance Officer & Data Protection Officer

Address: AYKA Clyvora Private Limited, 5/1115, Khalapar Mohalla, Memaran, Saharanpur, Uttar Pradesh — 247001

Email: support@aykacare.in

Phone: +91 92207 82066

Working Hours: Monday to Saturday, 10:00 AM to 6:00 PM (IST)

21.2 Grievances shall be acknowledged within forty-eight (48) hours and resolved within thirty (30) days where feasible. Complex commercial disputes shall be handled in accordance with Clause 18.

22. MISCELLANEOUS

22.1 Entire Agreement: These Terms, together with the Franchise Agreement and incorporated policies, constitute the entire agreement between the parties regarding the franchise relationship and supersede all prior discussions, representations, and agreements.

22.2 Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22.3 Waiver: No failure to enforce any provision shall constitute a waiver. Waivers are only effective if given in writing.

22.4 Force Majeure: Neither party shall be liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, acts of government, epidemics, or infrastructure failures.

22.5 Notices: All formal notices shall be sent by registered post or email to the addresses specified in the Franchise Agreement. Email notices shall be deemed received on the next business day.

22.6 Assignment: You may not assign your franchise rights without the Company’s prior written consent. The Company may assign its rights to any successor entity.

22.7 Relationship: You and the Company are independent contractors. Nothing herein shall be construed to create an employment, partnership, agency, or joint venture relationship.

22.8 Stamp Duty Note: The Franchise Agreement may be subject to stamp duty under the Indian Stamp Act, 1899 or applicable state stamp laws. The Partner is responsible for ensuring payment of applicable stamp duty.

22.9 Language: These Terms are in English. In the event of any conflict with a translation, the English version shall prevail.

AYKA Clyvora Private Limited — Terms of Use (Franchise Partners) — Version 1.1 — Effective: 8 May 2026

CIN: U62099UP2025PTC223390 | www.aykaexpert.in | www.aykaalliance.in | support@aykacare.in