Terms of Service & Cloud Subscription Agreement

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between Vikalp Development Pvt. Ltd. (CIN: U72200DL2011PTC226333), having its registered office at Bengali Colony, Mahavir Enclave, New Delhi 110045 and principal workplace at Tower A, 312, I-Thum, Sector 62, Noida, Uttar Pradesh 201301, India ("CareZenix", "Company", "we", "us"), and the healthcare professional, clinic, nursing home, hospital, or diagnostic center ("Customer", "Subscriber", "you") accessing or deploying the CareZenix platform.

By clicking "I Agree", executing a subscription purchase order, or logging into your CareZenix clinic workspace, you acknowledge that you have read, understood, and agreed to be bound by these Terms and our companion Privacy Policy.

CareZenix provides a multi-tenant, cloud-based practice management suite encompassing:

• Appointments & Calendar: Doctor-wise slots, day and week views, rescheduling, walk-ins, and automated reminders.
• Patient Records & EMR: Registration, medical and allergy history, consultation notes per visit, and uploaded documents kept against the record.
• Digital Prescriptions: Prescription writing with dosage, frequency and duration, reusable templates, print-ready clinic letterheads, and WhatsApp/SMS delivery.
• Billing, Invoicing & GST: GST-compliant invoicing in the clinic's branding, payment tracking, shareable invoice links, and revenue reports.
• Online Booking & Branding: An embeddable booking widget for the clinic's own website, and the clinic's logo and colours applied across the app and its documents.

Subject to timely payment of subscription fees, CareZenix grants the Customer a non-exclusive, non-transferable, revocable, and non-sublicensable right to access and use the software during the active subscription period.

The consulting doctor or healthcare institution retains sole, absolute, and non-delegable legal responsibility for:

1. All clinical decisions, physical examinations, provisional and final diagnoses.
2. Prescription accuracy, medication selections, brand vs. generic decisions, dosage calculations, contraindications, and potential drug-to-drug interactions.
3. Ensuring that telemedicine consultations comply in full with the Telemedicine Practice Guidelines (2020) issued by the Board of Governors in supersession of the Medical Council of India.
4. Maintaining patient emergency fallback protocols when in-person care or immediate hospital admission is indicated.

CareZenix explicitly disclaims any liability arising from medical negligence, incorrect drug dosages prescribed by doctors, or diagnostic errors made by clinical personnel.

Access to CareZenix requires authenticated user accounts. To preserve medical audit integrity:

• Individual Credentials: Each doctor and staff member must have their own login. Credential sharing among staff is not permitted, since it defeats the audit trail.
• Credential Confidentiality: The Customer is responsible for safeguarding login details, enforcing strong passwords, and enabling two-factor authentication (2FA) where provided.
• Account Termination of Staff: The Customer must immediately deactivate the login credentials of any employee, receptionist, or associate doctor whose employment or contract with the facility has concluded.

CareZenix obtains only a limited, revocable technical license to host, store, backup, and transmit Customer Data solely to the extent necessary to operate, maintain, and support the platform for the Customer. We do NOT own your clinical data, and we do NOT monetize it.

Access to CareZenix is billed according to the subscription plan selected (e.g., Solo Clinic, Group Practice, or Multispecialty Hospital tier):

• Invoicing & Taxes: All pricing is quoted in Indian Rupees (INR). Fees are subject to applicable statutory taxes, including Goods and Services Tax (GST at 18%). Tax-compliant GST invoices are generated for every billing cycle.
• Billing Cycles: Subscriptions are billed in advance on a monthly or annual cycle. Renewal invoices must be settled prior to the expiration of the current billing cycle.
• Non-Payment & Grace Period: In the event of subscription renewal failure, CareZenix provides a 15-day grace period with read-only access to historical records before tenant account suspension.
• Refund Policy: Paid subscription fees are non-refundable, except where a refund is required by law or has been agreed in writing between the parties. There is no free or money-back trial period; a prospective customer sees the software in a guided demo before subscribing.

We aim to keep CareZenix available whenever a clinic is open:

• 99.9% uptime target: We target 99.9% monthly availability for appointment scheduling, prescription printing and patient-record access, excluding scheduled maintenance. This is an operational target, not a contractual guarantee. CareZenix does not offer service credits or a credit-backed SLA, and nothing in this clause creates a warranty of uninterrupted service.
• Scheduled maintenance: Infrastructure updates are normally carried out during off-peak night hours (typically 12:00 AM to 04:00 AM IST), with advance notice by dashboard banner where the work is expected to interrupt service.
• Emergency patches: Critical security fixes may be applied immediately, without prior notice, to protect patient data.

You are never locked in. We uphold full medical record portability:

1. On-Demand Export: Authorized clinic administrators can export patient demographics, appointment lists, prescription histories, and GST billing ledgers in standard industry formats (CSV and PDF) directly from the settings panel.
2. 30-Day Post-Cancellation Retrieval: Upon cancellation or termination of your subscription, your database remains safely archived in encrypted form for 30 (thirty) calendar days to allow comprehensive final data extraction.
3. Deletion after the transition window: Following the 30-day window, the customer's tenant database and stored files are securely deleted from active systems, and then from backups on the normal backup-rotation cycle.

Customers and their authorized clinic staff agree NOT to:

• Reverse-engineer, decompile, disassemble, or derive source code from any portion of CareZenix.
• Perform automated scraping, security penetration scanning, or vulnerability probing without prior written consent from CareZenix executive management.
• Fabricate fraudulent clinical records, issue prescriptions under false doctor identities, or enter unauthorized patient data.
• Transmit malicious software, viruses, Trojan horses, or corrupted files into the cloud infrastructure.
• Resell, sublicense, or rent access to the CareZenix workspace to unaffiliated third-party healthcare clinics.

All software code, user interface designs, CSS styling, SVG icons, algorithms, clinical workflow structures, logos, domain names, and trademarks associated with CareZenix are the sole and exclusive intellectual property of Vikalp Development Pvt. Ltd.. Nothing in this Agreement transfers any intellectual property ownership to the Customer.

Liability Cap: To the maximum extent permitted by applicable Indian law, the total aggregate liability of CareZenix and Vikalp Development Pvt. Ltd. arising out of or related to this Agreement shall be strictly capped at the total amount of subscription fees actually paid by Customer to CareZenix during the 3 (three) months immediately preceding the event giving rise to the claim.

Consequential Damages Waiver: Under no circumstances shall either party be liable for indirect, incidental, special, punitive, or consequential damages, loss of clinical profits, or clinic business interruption.

Indemnification by Customer: Customer agrees to defend, indemnify, and hold harmless CareZenix, its officers, directors, and developers against any third-party claims, patient suits, or regulatory penalties arising out of medical malpractice, wrongful diagnosis, or treatment decisions made by the Customer's clinical practitioners.

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to its conflict of law principles:

• Amicable Negotiation: Any dispute or claim arising out of these Terms shall first be submitted to good-faith mutual discussions between senior representatives of both parties for a period of thirty (30) business days.
• Binding Arbitration: If unresolved amicably, the dispute shall be referred to and finally resolved by a sole arbitrator appointed in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue of arbitration shall be New Delhi / Gautam Buddha Nagar (Noida), India, and proceedings shall be conducted in English.
• Exclusive Judicial Jurisdiction: Subject to the arbitration clause, the courts having jurisdiction in New Delhi / Gautam Buddha Nagar, Uttar Pradesh shall have exclusive jurisdiction over all matters arising hereunder.