MedeilPlus Master Terms and Conditions

"Authorised User" means an individual whom Customer authorises to use the Services under its account, including its workforce, contractors, clinicians, pharmacists, laboratory personnel, rehabilitation personnel, public-health personnel and permitted affiliates.

"Customer Data" means data submitted to, stored in, generated through, or made available to the Services by or for Customer, including Personal Data, clinical, operational, inventory and transaction data.

"Documentation" means the then-current user and technical documentation made available by Vanuston.

"Personal Data" has the meaning given under applicable data-protection law.

"Order Form" means an ordering document, proposal, quotation, purchase order accepted by Vanuston, or online order identifying Services, fees, term, deployment and commercial conditions.

"Platform" means the MedeilPlus software and associated interfaces, APIs, mobile components and Documentation made available by Vanuston.

"Professional Services" means implementation, configuration, migration, integration, customisation, training or consulting specified in an Order Form or Statement of Work.

MedeilPlus is a configurable health-information and operational software platform. Subject to an applicable Order Form, modules may support one or more of: (a) clinics and ambulatory care; (b) hospitals and inpatient operations; (c) pharmacy, inventory and medical supply-chain management; (d) laboratory and diagnostic workflows; (e) rehabilitation, therapy and care coordination; (f) public-health, programme-management and population-health workflows; and (g) reporting, interoperability and analytics. Availability of a module, integration, language, report, interface, feature or deployment option is governed solely by the applicable Order Form and Documentation.

The Platform is an administrative and information-management tool. It does not practise medicine, pharmacy, nursing, pathology, rehabilitation, public health, or any other regulated profession. Customer and its authorised, licensed and qualified personnel remain solely responsible for: clinical and treatment decisions; diagnosis; prescriptions; dispensing; laboratory validation and report authorisation; specimen handling; inventory and controlled-drug controls; therapy plans; emergency and continuity procedures; patient communication; regulatory filings; and professional supervision. Any alert, calculation, suggestion, template, code set, reference material, integration output or automated workflow must be independently reviewed by appropriately qualified personnel before reliance or action.

The deployment model is stated in the Order Form. For Cloud SaaS, Vanuston operates the hosted Platform and provides access remotely. For Dedicated/Private Cloud, the Parties will identify the hosting provider, environment owner, tenancy, administrative-access boundaries, backup allocation and support model. For On-Premises or Hybrid deployment, Customer provides and remains responsible for the local infrastructure, network, operating systems, physical security, database environment, endpoint security, power, connectivity, backups and disaster-recovery arrangements unless an Order Form expressly allocates a responsibility to Vanuston.

On-Premises software may require a licence key, activation credential, maintenance entitlement, or periodic verification mechanism. Customer shall not circumvent, disable, interfere with, or permit circumvention of any such mechanism. Vanuston is not responsible for performance, availability, security, loss, corruption, compatibility or recovery issues attributable to Customer Environment, third-party infrastructure, or Customer's failure to follow the applicable technical requirements. Schedule 2 applies to On-Premises and Hybrid deployments.

Subject to payment of applicable fees and compliance with these Terms, Vanuston grants Customer during the applicable subscription term a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Platform and Documentation solely for Customer's internal business and healthcare operations. For On-Premises software, Vanuston grants the licence scope, duration, site, environment and permitted capacity stated in the Order Form. No implied licence is granted.

Customer shall not, and shall not permit any person to: copy, modify or create derivative works of the Platform except to the extent permitted by non-excludable law; reverse engineer, decompile or attempt to discover source code; rent, lease, sell, resell, assign, distribute or make the Platform available to third parties; bypass usage restrictions, security controls or licence mechanisms; use the Services to develop a competing product; introduce malicious code; conduct unauthorised penetration testing; or use the Services unlawfully. Customer is responsible for all activity under its accounts and for promptly disabling access when an Authorised User no longer needs it.

Customer shall: (a) obtain and maintain all licences, registrations, consents, notices, approvals and authorisations required for its operations and Customer Data; (b) ensure its users are trained and qualified; (c) maintain appropriate access controls, unique credentials and authentication practices; (d) ensure Customer Data is accurate, lawful and appropriate for the stated purpose; (e) maintain clinical, pharmacy, laboratory, rehabilitation, public-health and business continuity procedures independent of the Platform; (f) promptly notify Vanuston of suspected security incidents, unauthorised access, material defects or misuse; and (g) comply with the Documentation and reasonable technical instructions.

Customer shall not use the Services to access or disclose records without a legitimate, authorised purpose; upload malicious content; violate confidentiality, privacy, intellectual-property or other legal rights; perform unauthorised surveillance; send unlawful or unsolicited communications; or enter information that Customer is not entitled to process. Customer will ensure that any messaging, consent, communication or marketing use is undertaken only in accordance with applicable law and Customer's documented permissions.

As between the Parties, Customer retains all rights in Customer Data. Customer appoints Vanuston to process Customer Data only as necessary to provide, secure, support and improve the Services, comply with documented lawful instructions, and meet legal obligations. The Parties' data-protection obligations are governed by the applicable Data Processing Addendum ("DPA"), which is incorporated into these Terms. If a DPA is not executed, the Parties shall execute an appropriate DPA before processing Personal Data beyond what is strictly necessary for pre-contractual evaluation.

Customer determines the purpose and means of its processing of Customer Data and is responsible for providing required notices, establishing a lawful basis, obtaining valid consent where required, managing data-principal requests, retaining records as required by law and configuring its use of the Platform. Vanuston will maintain technical and organisational measures appropriate to the Services and deployment model, as more particularly described in the DPA, service schedule or security documentation. No security measure eliminates all risk.

Customer authorises Vanuston to use de-identified and aggregated information that does not identify Customer, an individual or a reasonably identifiable device, solely for security, service operations, benchmarking and product improvement, subject to applicable law. Vanuston will not sell Customer Data. Cross-border transfers, sub-processors, incident response, audit assistance, retention, return and deletion are governed by the DPA and applicable Order Form. Where law, a regulator, or a competent authority requires a different outcome, the Parties will cooperate in good faith to implement it.

Implementation, configuration, migration, data cleansing, integration, training and change-management activities are Professional Services only when expressly included in an Order Form or Statement of Work. Project dates depend on Customer's timely provision of decisions, personnel, access, accurate source data and required third-party approvals. Unless expressly agreed otherwise, dates are estimates and acceptance is based on agreed written acceptance criteria.

Support coverage, service targets, planned maintenance, exclusions, remedies and service-credit rules are governed by the applicable Service Level Agreement ("SLA"). The SLA applies only to the hosted components for which Vanuston has operational control and does not apply to unavailable third-party services, Customer Environment, Force Majeure, misuse, unauthorised changes, beta features or scheduled maintenance. Service credits, if any, are Customer's sole and exclusive remedy for a failure to meet a service-level commitment.

Customer shall pay fees in the currency, amount and payment schedule in the Order Form, without set-off, counterclaim or deduction except where required by law. Fees are non-cancellable and non-refundable except as expressly stated in the Order Form or required by applicable law. Customer is responsible for all applicable taxes, levies, duties and government charges, excluding taxes based on Vanuston's net income. If Customer must withhold tax, it shall provide legally required documentation and cooperate to reduce or recover withholding where available.

Invoices are due within the period stated in the Order Form. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum lawful rate, plus reasonable collection costs. Vanuston may suspend affected Services after giving reasonable written notice where undisputed fees remain overdue. Fees for travel, expenses, custom development, data migration, integrations, storage, support beyond scope and change requests apply only where agreed in writing or stated in the Order Form.

Vanuston and its licensors retain all right, title and interest in the Platform, Documentation, Services, work product, methodologies, know-how, templates, configurations of general applicability, improvements and all related intellectual-property rights. Except for Customer Data, nothing in these Terms transfers ownership to Customer. Customer grants Vanuston a limited right to use Customer Data only as permitted in Clause 7.

Customer may provide suggestions, feedback or enhancement requests. Customer grants Vanuston a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback without restriction or compensation, provided Vanuston does not identify Customer publicly without consent. Custom deliverables are licensed to Customer on the same terms as the Platform unless the applicable Statement of Work expressly provides otherwise.

Each Party may receive the other Party's Confidential Information. "Confidential Information" means non-public information that is identified as confidential or that reasonably should be understood to be confidential, including Customer Data, security information, pricing, product roadmaps and business information. The receiving Party shall use Confidential Information only to perform or exercise rights under these Terms, protect it using reasonable care and no less than the care it uses for its own similar information, and disclose it only to personnel, affiliates, professional advisers and subcontractors with a need to know and confidentiality obligations.

Confidential Information excludes information that the receiving Party can demonstrate was lawfully known without restriction, becomes publicly available without breach, is independently developed without use of the disclosing Party's information, or is lawfully received from a third party without duty of confidentiality. A Party may disclose Confidential Information where legally required, if it gives prior notice where permitted and reasonably cooperates to seek protective treatment. These obligations survive for five years after termination, and indefinitely for trade secrets and Personal Data to the extent required by law.

Vanuston warrants that it will provide the Services using reasonable skill and care and that the Platform will materially conform to the applicable Documentation when used as authorised. Customer's exclusive remedy and Vanuston's entire liability for breach of this warranty is, at Vanuston's option, to correct the non-conformity, re-perform affected Services, or terminate the affected Service and refund prepaid fees for the unused portion of the affected period.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, VANUSTON DISCLAIMS ALL IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, UNINTERRUPTED AVAILABILITY AND ERROR-FREE OPERATION. VANUSTON DOES NOT WARRANT THAT THE PLATFORM WILL PREVENT CLINICAL, DISPENSING, LABORATORY, INVENTORY, PUBLIC-HEALTH, BILLING, COMMUNICATION OR ADMINISTRATIVE ERRORS; ACHIEVE A PARTICULAR PATIENT, CLINICAL, FINANCIAL OR REGULATORY OUTCOME; OR SATISFY EVERY REQUIREMENT OF A PARTICULAR LAW, TENDER, ACCREDITATION PROGRAMME OR REGULATOR.

Customer must independently determine whether the Platform is suitable for its intended use and whether any proposed configuration, workflow, automation, interoperability interface, electronic record, electronic signature, decision-support function or report requires any registration, validation, policy, professional review or regulatory approval. The Platform is not represented as a medical device, diagnostic device, clinical substitute or emergency-response service unless an Order Form expressly states otherwise. This clause is subject to any non-excludable legal obligation.

Vanuston will defend Customer against a third-party claim that the unmodified Platform, when used in accordance with these Terms, directly infringes an Indian registered copyright, trademark or patent, and will pay final damages and reasonable settlement amounts awarded against Customer, provided Customer promptly notifies Vanuston, gives Vanuston sole control of the defence and settlement, and reasonably cooperates. Vanuston has no obligation for claims arising from Customer Data, Customer specifications, unauthorised use, modification, combination with non-Vanuston products, continued use after notice, or use outside the Documentation. If a claim appears likely, Vanuston may procure the right to continue use, modify/replace the affected component, or terminate the affected Service and refund prepaid fees for the unused affected term.

Customer will defend, indemnify and hold harmless Vanuston, its affiliates and personnel from third-party claims, losses, damages, penalties, costs and reasonable legal fees arising from: (a) Customer Data; (b) Customer's or its users' breach of these Terms or applicable law; (c) Customer's provision of healthcare, pharmacy, laboratory, rehabilitation, public-health or other professional services; (d) Customer's clinical, dispensing, diagnostic, reporting or operational decisions; or (e) Customer's unauthorised use of the Services. The indemnified Party must promptly notify the indemnifying Party, permit it to control the defence and settlement, and reasonably cooperate.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA (EXCEPT DIRECT RESTORATION COSTS WHERE APPLICABLE), OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. "EXCLUDED CLAIMS" MEANS: CUSTOMER'S PAYMENT OBLIGATIONS; EITHER PARTY'S FRAUD, WILFUL MISCONDUCT OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED; AND THE INDEMNITY OBLIGATIONS IN CLAUSE 13. THE PARTIES MAY SPECIFY A DIFFERENT LIABILITY STRUCTURE IN AN ORDER FORM. THIS ALLOCATION OF RISK IS REFLECTED IN THE FEES AND IS A FUNDAMENTAL BASIS OF THE BARGAIN.

These Terms begin on the first Order Form effective date and remain in force while any Order Form remains active. Subscription Services renew only as stated in the Order Form. Either Party may terminate an affected Order Form for material breach if the breach is not cured within thirty (30) days after written notice, except that Vanuston may suspend or terminate immediately for unlawful use, a security threat, intellectual-property infringement, or a material breach that cannot be cured. Either Party may terminate if the other becomes insolvent, enters liquidation or ceases substantial business operations, subject to applicable law.

On expiration or termination, Customer's access ceases and Customer shall stop using the Platform. For Cloud Services, Customer may export Customer Data during the period and in the format stated in the DPA, SLA or Order Form. Vanuston will delete or return Customer Data in accordance with the DPA and applicable law, subject to legal retention, security backups and de-identified/aggregated information. For On-Premises software, Customer shall uninstall or disable the licensed software and certify destruction if requested, except where retention is required by law. Clauses that by their nature should survive will survive, including payment, confidentiality, intellectual property, disclaimers, limitation of liability, indemnities and governing law.

Each Party shall comply with laws applicable to its performance under these Terms. Customer is responsible for healthcare-facility, professional, pharmacy, laboratory, public-health, record-retention, advertising, consumer, tax, procurement and employment compliance applicable to Customer's activities. Customer will not use the Services in violation of applicable anti-bribery, anti-corruption, sanctions or export-control laws.

Upon reasonable written request, Vanuston may verify Customer's compliance with licence scope and usage restrictions, including through account information, licence reporting, or a mutually agreed remote audit. Audits will minimise disruption and protect confidential information. Government or public-sector Customer requirements, including tender, local data-residency, information-security, accessibility, audit, e-governance, escrow, source-code, indemnity and record-keeping requirements, are binding only if expressly accepted in a signed Order Form or addendum.

Neither Party may assign these Terms without the other Party's prior written consent, except that Vanuston may assign them to an affiliate or in connection with a merger, reorganisation, financing or sale of substantially all relevant assets. Vanuston may use appropriately qualified subcontractors but remains responsible for their performance to the extent required by these Terms. Neither Party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, epidemic, war, civil unrest, governmental action, telecommunications or internet failure, power failure, labour disputes and third-party service failure ("Force Majeure").

Notices must be in writing and sent to the contact details in the Order Form, with email permitted for operational notices and where law permits. Customer consents to electronic communications and records. The Parties are independent contractors. No agency, partnership, fiduciary, employment or joint venture is created. Customer may use no Vanuston name, logo or mark without written permission. A waiver must be in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the remainder continues. These Terms and incorporated documents are the entire agreement on their subject matter and supersede prior discussions.

These Terms are governed by the laws of India. Subject to the arbitration paragraph below, courts at Chennai, Tamil Nadu shall have exclusive jurisdiction. The Parties will first attempt good-faith resolution for thirty (30) days. If unresolved, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator mutually appointed; failing agreement, the arbitrator shall be appointed in accordance with that Act. The seat and venue of arbitration shall be Chennai, Tamil Nadu, and the language shall be English. Either Party may seek interim or injunctive relief from competent courts for confidentiality, data-security or intellectual-property matters.

Unless the Order Form expressly states otherwise, Customer shall maintain:

• Supported server, database, operating-system and browser versions specified by Vanuston;

• Physical and logical access controls, endpoint protection, firewalling, patch management and vulnerability management;

• Secure, tested backups and disaster-recovery arrangements; sufficient storage, compute, network capacity, power and environmental controls;

• A named technical contact with administrator access and authority to approve maintenance windows;

• Secure remote-access procedures if Customer requests remote support; and

• A documented downtime, emergency, paper/fallback and data-reconciliation procedure appropriate to Customer's operations.

Vanuston may decline to perform work or may suspend remote support where the Customer Environment presents a material security risk. Any availability commitment for Customer-controlled infrastructure must be expressly stated in an Order Form.