Marketing Services Policy
Compliance & Trust
Marketing Services Policy
Last Updated
September 4, 2026
Privacy Index
Policy at a Glance
Who We Are
CyberX Info System Private Limited, through its brand Medisray.
Governed By
Laws of India.
Applies To
Plan subscribers (Essentials/Starter/Growth/Authority) and Custom Engagement clients.
Add-ons Covered
Ads management, video, blog/SEO, reviews, WhatsApp/SMS & email campaigns.
Scope of This Policy
- anyone who subscribes to a published Marketing Plan (for example, Clinic Essentials, Starter, Growth or Authority) through our website;
- anyone who accepts a Proposal for a Clinic Custom or other bespoke marketing engagement;
- anyone who purchases an add-on service (such as Meta/Google Ads management, video creation, blog & SEO, review generation, WhatsApp/SMS campaigns, or email campaigns) alongside a Plan or Proposal.
Definitions
- “Client Materials” means all information, data, content, copy, images, video, logos, trade marks, brand assets, product and service information, pricing, testimonials, customer lists, account credentials and other materials you or anyone acting on your behalf supplies or makes available to us.
- “Confidential Information” has the meaning given in Section 11.
- “Deliverables” means the materials, works, documents, creative assets, reports and other outputs we create specifically for you and deliver under a Proposal.
- “Fees” means the amounts payable by you for the Services, as set out in the applicable Proposal.
- “Medisray Materials” means all materials, methodologies, frameworks, processes, know-how, techniques, tools, software, systems, templates, checklists, research, data models, training materials and internal documentation we own, develop or license independently of a Proposal, together with all improvements and derivatives.
- “Personal Data” means any information relating to an identified or identifiable natural person, as defined under Applicable Data Protection Laws.
- “Plan” means a fixed-scope, fixed-price Marketing Services package we publish on our website from time to time (for example, Clinic Essentials, Starter, Growth or Authority), together with any add-ons you select.
- “Proposal” means a proposal, statement of work, scope of work, quotation, service order, engagement letter or similar document we issue for a Clinic Custom or other bespoke engagement, including any annexures and written change orders. For Clients on a published Plan rather than a bespoke engagement, every reference in this Policy to a “Proposal” means the Plan description and pricing published on our website at the time you subscribe, together with your order confirmation, unless the context requires otherwise.
- “Third-Party Platforms” means advertising networks, social media platforms, search engines, marketplaces, analytics tools, hosting and domain providers, messaging services, CRM systems, automation tools, payment providers and any other third-party product or service used in connection with the Services.
Plans and Proposals
3.1 We provide Marketing Services in one of two ways:
- (a) Published Plans, a fixed-scope, fixed-price Plan listed on our website (currently Clinic Essentials, Starter, Growth and Authority), together with any add-ons you select; or
- (b) Custom Engagements, a Proposal we issue for a Clinic Custom or other bespoke engagement that a published Plan does not cover.
3.2 For a Plan, the scope, deliverables, pricing, minimum commitment term and included services are as published on our website at the time you subscribe. For a Custom Engagement, the Proposal may set out: scope and deliverables; timelines, milestones and revision rounds; Fees, currency, payment schedule and invoicing; campaign requirements, dependencies and exclusions; your responsibilities, materials and approvals; third-party costs or media budgets; engagement-specific IP, performance or reporting terms; and the project duration.
3.3 A Plan subscription becomes binding when you complete checkout, make your first payment, or confirm your order on our website, whichever happens first. A Proposal for a Custom Engagement becomes binding when you: (i) sign it (including electronically); (ii) confirm acceptance in writing or by email from an authorised representative; or (iii) pay the deposit or first invoice, or instruct us to begin work, whichever happens first, unless the Proposal says otherwise.
3.4 Every Plan and every Proposal incorporates this Policy, whether or not it says so expressly.
3.5 You may have more than one active Plan, add-on or Proposal with us at once. Each is a separate engagement; termination or breach of one does not automatically affect another, except as described in Section 18.
3.6 Where a Plan’s published terms or a Proposal conflicts with this Policy, the order of precedence in Section 26 applies.
3.7 A Custom Engagement Proposal remains open for acceptance for 30 days unless it states otherwise, after which we may withdraw or revise it. Fees and third-party costs in a lapsed Proposal are not guaranteed. Plan pricing is as published on our website at the time of subscription and may change on renewal as described in Section 6.9.
3.8 Every Plan carries the minimum commitment period stated on our pricing page at the time you subscribe (currently a 3-month minimum on all published Plans). Section 18 governs termination and its consequences.
Scope of Services and Changes
4.1 We provide only the Services expressly set out in an accepted Proposal. Anything not expressly included is out of scope.
4.2 A request for additional services or deliverables, extra revision rounds, expanded scope, accelerated timelines, or changed requirements is a change request, and is not actioned until agreed in writing (a revised Proposal, a change order, or email confirmation from both sides). Change requests may carry additional Fees, third-party costs and revised timelines.
4.3 We may decline a change request or instruction that is not reasonably practicable, outside our professional capability, or that we reasonably believe would breach law, a Third-Party Platform’s policies, or third-party rights. Declining is not a breach of this Policy.
4.4 We may use employees, contractors, freelancers, agencies or other subcontractors to deliver the Services. We remain responsible to you for their performance.
Your Responsibilities
5.1 You will promptly provide, at your own cost, all information, materials, brand assets, approvals, feedback, decisions, access and credentials we reasonably need to perform the Services, and will ensure they are accurate, complete, current and lawful.
5.2 You will nominate at least one authorised representative able to give instructions, approvals and acceptances on your behalf; we may rely on that person.
5.3 You will respond to requests for information, feedback or approval within the period stated in the Proposal, or otherwise within a reasonable time.
5.4 You are responsible for your own Third-Party Platform accounts, valid payment methods, and ensuring sufficient budget where the Services depend on it.
5.5 If we are delayed by your act or omission (including late information, feedback, approvals, access or payment): timelines extend by a reasonable period; the delay is not our breach and we are not liable for resulting loss; and we may charge for additional time or resources.
5.6 If a delay attributable to you continues for more than 15 days, we may suspend the affected Services on written notice, or pause and reschedule the engagement subject to availability.
5.7 You remain responsible for your own commercial decisions, products, pricing, offers, sales process, and handling enquiries or leads generated through the Services.
Fees and Payment
6.1 Fees, payment schedule, invoicing frequency, currency, and any deposit are set out only in the applicable Proposal.
6.2 Unless the Proposal states otherwise, invoices are payable within 15 days of the invoice date.
6.3 Amounts are payable in full, without set-off, counterclaim, deduction or withholding, except where required by law.
6.4 Fees are exclusive of taxes, duties and levies unless stated otherwise; these are added to invoices and borne by you. If you are required to withhold tax, you will provide us the applicable certificate or evidence within the period required by law.
6.5 We may charge interest on overdue amounts at 1.5% per month, or the maximum rate permitted by law if lower, plus reasonable recovery costs.
6.6 If any undisputed amount remains unpaid more than 15 days after the due date, we may suspend Services, withhold deliverables and access, and pause campaigns, on written notice, until paid in full. We are not responsible for loss, missed opportunity, performance impact or third-party consequences arising from such suspension, and may charge a reasonable reactivation fee.
6.7 Unless the Proposal states otherwise: retainer/subscription Fees are payable for each period commenced and are non-refundable and non-pro-rated for unused periods; deposits and advance payments are non-refundable to the extent of work performed, resources reserved and third-party commitments made.
6.8 If you dispute an invoice in good faith, notify us in writing within 7 days of the invoice date with reasons. Undisputed amounts remain payable by the due date, and we will work in good faith to resolve the disputed portion.
6.9 We may revise our standard rates from time to time. Revised rates apply to new Proposals and, for ongoing retainers, on renewal or on 30 days’ written notice, unless the Proposal states otherwise.
Third-Party Costs and Expenses
7.1 Unless a Proposal states a cost is included in the Fees, you are responsible for all third-party costs, including advertising/media spend, platform and account fees, software and subscriptions, influencer/talent/voice-over fees, stock media and font licences, production and photography, printing, hosting, domains, certificates, messaging services, courier/travel, and regulatory or platform verification fees.
7.2 Third-party costs are paid either directly by you or by pre-funding the budget with us, as the Proposal specifies. Where we pay on your behalf, you will reimburse us, plus any handling charge stated in the Proposal. We are not obliged to fund third-party costs on your behalf.
7.3 Any media budget or third-party cost estimate we give is an estimate only; actual platform pricing is dynamic and outside our control.
7.4 Third-party products and services are supplied on the third party’s own terms, which apply directly to you; you are responsible for complying with them.
7.5 Advertising spend and other third-party costs are not Fees payable to us, and we do not refund amounts already spent, committed or consumed on a Third-Party Platform.
No Guarantee of Marketing Results
8.1 We do not guarantee any specific outcome, leads, enquiries, appointments, sales, revenue, ROI/ROAS, conversions, engagement, impressions, reach, followers, rankings, traffic, placement, ad approval, or any other metric, unless a specific target is expressly agreed in writing and signed by an authorised Medisray representative.
8.2 Any forecast, projection, benchmark, KPI, industry statistic or past-results example we provide is indicative only, based on assumptions that may not hold, and is not a warranty or contractual commitment.
8.3 You acknowledge that marketing results depend on many factors outside our control, including market and economic conditions, competitor activity, seasonality, consumer behaviour, platform algorithm/policy/pricing changes, ad review decisions, auction dynamics, budget level, and your own products, pricing, offers, website, tracking, sales process and response times.
8.4 Our obligation is to perform the Services with reasonable skill and care and in a professional manner, an obligation as to manner of performance, not a guaranteed result.
8.5 Where a Proposal expressly states a performance target, your remedies for failure to meet it are limited to those expressly stated in that Proposal, and Section 17 applies.
Approvals and Content
9.1 Where an approval process applies, you are responsible for reviewing and approving all marketing/advertising materials, creative, copy, claims, offers, pricing, disclaimers and other information before publication.
9.2 By approving material, you confirm it is accurate, lawful, not misleading, compliant with applicable regulatory and industry requirements, and authorised for publication.
9.3 We may rely on Client Materials, instructions and approvals you provide without independently verifying them, and are not obliged to conduct legal, regulatory, clinical or factual verification unless expressly agreed in a Proposal.
9.4 If you waive a review step, approve material without review, or require immediate publication, you accept the associated risk.
9.5 We are not responsible for errors or consequences arising from material you approved or information you supplied. Corrections or re-publication after approval may incur additional Fees and third-party costs, payable by you.
9.6 We may refuse to produce, publish or distribute content we reasonably believe is unlawful, misleading, infringing, defamatory, discriminatory, or contrary to a Third-Party Platform’s policies or applicable advertising/professional/sector-specific rules. Such refusal is not a breach of this Policy.
Intellectual Property
10.1 Client Materials. All IP in Client Materials remains yours or your licensors’. You grant us a non-exclusive, royalty-free, worldwide licence to use, reproduce, modify, store and display Client Materials to perform the Services, and to retain copies afterward for record-keeping, archival and legal purposes.
10.2 Medisray Materials. All IP in Medisray Materials remains exclusively ours. Nothing here transfers any right in Medisray Materials to you. Where a Deliverable incorporates Medisray Materials, you receive a non-exclusive, non-transferable, perpetual licence to use them solely as part of that Deliverable for your own business purposes.
10.3 Deliverables. Subject to Sections 10.2, 10.5 and full payment of all Fees due under the relevant Proposal, and unless the Proposal states otherwise, we assign to you the IP rights in Deliverables created specifically for you under that Proposal, for use in your business. A Proposal may instead specify a licence, a limited field of use, or a staged transfer.
10.4 Until all amounts due under the relevant Proposal are paid in full, you have no licence or right to use the Deliverables; any earlier use is unauthorised.
10.5 Third-party materials. Deliverables may incorporate licensed third-party materials (stock images, video, music, fonts, plugins, templates, software), which are not assigned. Your use is subject to the applicable third-party licence, and you are responsible for renewals and any fees for uses beyond the original scope.
10.6 Working files. Source files, working files, raw footage, project files, editable design files, datasets, internal research, and prompts/models/configurations used to produce a Deliverable are Medisray Materials and are not supplied unless the Proposal expressly says so.
10.7 Know-how. Nothing here restricts us from using the general skills, knowledge, experience and generalised learning acquired while providing the Services, provided we do not disclose your Confidential Information or infringe your IP.
10.8 Portfolio use. Unless you notify us otherwise in writing or the Proposal states otherwise, we may identify you as a client and display non-confidential examples of Deliverables, with your name and logo, in our portfolio, website, case studies and marketing materials.
10.9 To the maximum extent permitted by law, each party waives any moral rights in the Deliverables to the extent necessary to give effect to this Section.
Confidentiality
11.1 “Confidential Information” means all non-public information disclosed by either party in connection with this Policy or a Proposal, including business/marketing plans and strategies, campaign information and performance data, customer/patient/prospect information, supplier and partner information, pricing, proposals and commercial terms, financial and technical information, product plans, processes, methodologies, account credentials, and anything marked confidential or that a reasonable person would treat as confidential in context.
11.2 The receiving party will use Confidential Information only to perform or receive the Services, not disclose it to third parties without prior written consent, protect it with at least the care it applies to its own confidential information (and in any event reasonable care), and disclose it only to personnel, contractors and advisers who need it and are bound by at least equally protective confidentiality obligations.
11.3 This section does not apply to information that is or becomes public other than through breach, was already lawfully known, is lawfully received from a third party, or is independently developed without use of the Confidential Information.
11.4 A party may disclose Confidential Information where required by law, regulation, court or authority, giving prior notice and reasonable assistance where lawful and practicable, and disclosing only what is required.
11.5 These obligations apply during the engagement and for 3 years after termination, and continue for as long as the information remains a trade secret or as required by Applicable Data Protection Laws, whichever is longer.
11.6 On written request after termination, the receiving party will return or securely destroy Confidential Information, except copies required by law, professional obligation, or routine backup, which remain subject to this section.
11.7 Account credentials and access rights shared between the parties are Confidential Information. Each party will apply appropriate access controls, grant only the access needed, and promptly revoke access no longer required, including on termination.
Data Protection and Privacy
12.1 Each party will comply with the data protection and privacy laws applicable to it in connection with the Services (“Applicable Data Protection Laws”).
12.2 As between the parties, you determine the purposes and means of processing Personal Data relating to your customers, prospects and contacts, and are responsible for a valid legal basis for its collection, use, sharing and marketing use, including required notices, consents, opt-outs and preference management for email/SMS/telephone/messaging/online advertising, and for cookies, pixels, tags and similar tracking on your properties.
12.3 Where we process Personal Data on your behalf, we will: process it only on your documented instructions and for the purpose of providing the Services, except where required by law; apply reasonable technical and organisational measures appropriate to the risk; limit access to personnel who need it, bound by confidentiality obligations; provide reasonable assistance, at your cost, with data subject requests, regulatory enquiries and security incidents; and, on termination, return or delete the Personal Data in line with Section 11.6.
12.4 You will not provide us, or make available through any system or account, any sensitive or special category personal data, including health, medical, patient, financial, biometric or children’s data, unless expressly agreed in writing in advance and subject to any additional terms we agree.
12.5 You authorise us to engage sub-processors, including Third-Party Platforms, tools and subcontractors, in providing the Services. We will provide a list of material sub-processors used for your engagement on request.
12.6 You acknowledge that using Third-Party Platforms may involve transferring, storing or processing Personal Data outside the country where you are established.
12.7 Each party will notify the other without undue delay after becoming aware of a security incident affecting Personal Data processed in connection with the Services, and will cooperate reasonably in investigating and responding to it.
12.8 If required by Applicable Data Protection Laws, the parties will enter into a separate data processing agreement or additional data protection terms, which, once signed, form part of this Policy.
Third-Party Platforms
13.1 The Services may be provided through, or depend on, Third-Party Platforms, whose availability, functionality, policies, pricing and rules are set by the relevant third party.
13.2 You are responsible for complying with the terms, policies and community/advertising standards of each Third-Party Platform used. Where we operate a platform account on your behalf, we do so as your authorised representative and within the access you grant.
13.3 We are not liable for loss or delay arising from acts or omissions of Third-Party Platforms or other third parties beyond our reasonable control, including outages, downtime, data loss, algorithm/policy/pricing/feature changes, ad rejection or disapproval, account restriction, suspension, deactivation or deletion, loss of access, content removal, or attribution/reporting changes.
13.4 Where platform accounts, pages, domains or profiles belong to you, you retain ownership and administrative control. Where we create or configure assets for you as part of an engagement, ownership and transfer arrangements are as set out in the Proposal or, if not stated, as reasonably agreed on termination, subject to payment of outstanding amounts and any restricting third-party terms.
13.5 If a Third-Party Platform outage, restriction or policy change prevents or delays performance, timelines extend by a reasonable period and we will discuss reasonable alternatives with you; additional work may be chargeable.
Client Representations and Legal Compliance
14.1 You represent, warrant and undertake that: you have full power and authority to accept a Proposal, and the accepting person is duly authorised; you own or hold all necessary rights, licences and consents in the Client Materials, including trade marks, images, testimonials and third-party content you supply; the Client Materials and any claims, offers or pricing you supply are accurate, lawful, not misleading, and do not infringe third-party rights; your products and services are lawful and, where required, properly licensed, registered, approved or certified; and you comply with all laws applicable to your business, advertising and customer dealings.
14.2 You will inform us of any regulatory restrictions, mandatory disclaimers, approval requirements or industry codes applicable to marketing your products or services, and supply the required wording. We are not responsible for identifying such requirements unless expressly engaged to do so in a Proposal.
14.3 You will not instruct us to take unlawful or deceptive action, or action that breaches third-party rights or platform policies. We may refuse such instructions without liability.
14.4 You are responsible for your own website, landing pages, tracking configuration, data collection, order/enquiry handling, customer service and fulfilment, except to the extent expressly included in a Proposal.
Our Undertakings and Disclaimer
15.1 We will perform the Services with reasonable skill and care, in a professional manner, using appropriately skilled personnel.
15.2 We will comply with the laws applicable to us in providing the Services, to the extent reasonably applicable.
15.3 Except as expressly set out in this Policy or a Proposal, and to the maximum extent permitted by law, all warranties, conditions and representations, express, implied or statutory, including merchantability, satisfactory quality, fitness for purpose and non-infringement, are excluded.
Indemnification
16.1 You will indemnify, defend and hold harmless Medisray and its directors, officers, employees, contractors and affiliates against all claims, losses, damages, liabilities, fines, penalties and reasonable legal costs arising from: the Client Materials or any content/claim/offer/information you supplied or approved; your products, services or business operations; your instructions, including to publish or keep publishing content; any allegation that Client Materials infringe a third party’s IP; any breach by you of this Policy, a Proposal, applicable law, or a Third-Party Platform’s terms; and your collection, use, sharing or handling of Personal Data.
16.2 We will indemnify you against third-party claims that a Deliverable created solely and originally by us infringes that party’s IP rights, except to the extent the claim arises from Client Materials, third-party materials licensed under Section 10.5, your instructions, modifications made by or for you, combination of the Deliverable with other materials, or use of the Deliverable outside the agreed scope. This indemnity is subject to the limits in Section 17.
16.3 A party seeking indemnity will notify the other promptly in writing, allow the indemnifying party to control the defence and settlement with competent counsel, cooperate reasonably at the indemnifying party’s cost, and not admit liability or settle without the indemnifying party’s prior written consent (not unreasonably withheld). Late notice reduces the indemnity only to the extent it causes prejudice.
Limitation of Liability
17.1 Nothing in this Policy excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any other liability that cannot lawfully be excluded or limited.
17.2 Subject to 17.1, neither party is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or loss of profit, revenue, business, contracts, goodwill, reputation, anticipated savings, opportunity or data, even if advised of the possibility.
17.3 Subject to 17.1, our total aggregate liability arising out of or in connection with a Proposal is limited to the total Fees you actually paid us under that Proposal in the 6 months immediately preceding the event giving rise to the claim. This cap excludes advertising/media spend, reimbursable third-party costs and pass-through expenses.
17.4 Subject to 17.1, we are not liable for: failure to achieve any marketing result or performance metric; acts, omissions or account actions of Third-Party Platforms or other third parties; content or material you approved, supplied or required; loss or delay caused by your acts, omissions or delays; loss from your own systems, website, hosting, tracking or data; or any suspension of Services under Section 6.6.
17.5 Except where law provides otherwise, neither party may bring a claim more than 12 months after becoming aware, or reasonably ought to have become aware, of the circumstances giving rise to it.
17.6 The parties acknowledge that this risk allocation is reflected in the level of the Fees and is a fundamental basis of the arrangement.
Term and Termination
18.1 This Policy applies for as long as you engage our Services, and continues to govern any active Proposal until that Proposal is completed or terminated.
18.2 Each Proposal has its own project/engagement period as stated in it. Unless stated otherwise, a Proposal continues until the Services under it are completed or terminated under this Policy.
18.3 Either party may terminate an individual Proposal for convenience on the notice period stated in it or, if none is stated, on 30 days’ written notice. On such termination, you remain liable for: Fees for Services performed and work in progress; any minimum term or committed retainer amounts stated in the Proposal; and third-party costs already incurred or non-cancellable commitments made on your behalf.
18.4 Either party may terminate a Proposal (and, where relevant, this Policy as it applies between the parties) with immediate effect by written notice if the other party: commits a material breach capable of remedy and fails to remedy it within 15 days of written notice; commits a material breach not capable of remedy; fails to pay any undisputed amount within 15 days of the due date (Medisray only); becomes insolvent, unable to pay its debts, or enters liquidation, administration, receivership or an arrangement with creditors; or engages in, or requires the other party to engage in, unlawful conduct or conduct exposing the other party to material legal or reputational risk.
18.5 We may suspend the Services under Section 6.6 or 5.6 instead of, or before, terminating. Suspension does not waive any right to terminate.
Effect of Termination
19.1 On termination or expiry of a Proposal: all Fees for Services performed and work in progress, approved expenses, reimbursable third-party costs and non-cancellable commitments become immediately due and payable; we will issue a final invoice, payable within 7 days (or immediately if termination arises from non-payment); and your rights in the Deliverables arise only once all such amounts are paid in full.
19.2 We will deliver completed and paid-for Deliverables and, on request, provide reasonable handover assistance, including transferring administrative access to accounts you own, subject to payment of outstanding amounts. Handover work beyond a reasonable level may be chargeable at our then-current rates.
19.3 Each party will comply with Section 11.6 for Confidential Information, and will revoke the other’s access to systems and accounts that is no longer required.
19.4 Termination does not affect any right, remedy, obligation or liability accrued before termination.
19.5 Sections 1, 6 (accrued amounts), 7, 8, 10, 11, 12, 14, 15.3, 16, 17, 19, 20, 21, 23, 24, 26 and 28 survive termination or expiry, together with any provision that by its nature is intended to survive.
Independent Contractor
20.1 We provide the Services as an independent contractor. Nothing here creates employment, partnership, joint venture, franchise, agency (except the limited authority to operate platform accounts under Section 13.2) or a fiduciary relationship.
20.2 We determine the manner, method and resourcing of the Services, subject to the applicable Proposal, and are responsible for our own personnel, including their remuneration, taxes and statutory contributions.
20.3 Neither party may make commitments, incur liabilities, or hold itself out as authorised to bind the other, except as expressly authorised in writing.
Non-Solicitation
21.1 During an engagement and for 12 months after it ends, you will not, directly or indirectly, solicit for employment or engagement, or employ or engage, any Medisray employee, consultant or contractor materially involved in providing you the Services, without our prior written consent.
21.2 This does not prevent you from making general recruitment advertisements not specifically targeted at our personnel, or considering an unsolicited application in response.
21.3 If you breach Section 21.1, you agree to pay us a sum equal to 6 months of the individual’s last-drawn annual remuneration as a genuine pre-estimate of our resulting loss (recruitment and training costs), without prejudice to any other remedy.
21.4 The parties consider these restrictions reasonable and necessary to protect our legitimate business interests. If any restriction is held excessive, it applies with the minimum modification necessary to make it enforceable.
Force Majeure
22.1 Neither party is liable for failure or delay in performing obligations (other than payment obligations) caused by an event beyond its reasonable control, including natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strike or labour dispute, government or regulatory action, internet/telecom/power/transport failure, cyber-attack, or failure of Third-Party Platforms or suppliers.
22.2 The affected party will notify the other as soon as reasonably practicable; affected obligations are suspended for the event’s duration. Both parties will use reasonable efforts to mitigate and resume performance.
22.3 If the event continues more than 60 consecutive days, either party may terminate the affected Proposal on written notice, without liability except for amounts accrued and payable up to that date.
22.4 A force majeure event does not relieve you of the obligation to pay for Services already performed or third-party costs already incurred or committed.
Governing Law and Dispute Resolution
23.1 This Policy and each Proposal, and any dispute arising out of or in connection with them, are governed by the laws of India, without regard to conflict-of-laws rules.
23.2 If a dispute arises, the party raising it will give written notice setting out the details, and the parties will first seek to resolve it in good faith through discussion between senior representatives within 15 days.
23.3 If unresolved, the dispute will be finally and exclusively resolved by the courts of competent jurisdiction in India.
23.4 Nothing in this section prevents either party from seeking urgent interim or injunctive relief from a competent court, particularly to protect Confidential Information or IP rights, or prevents us from bringing proceedings to recover undisputed amounts due.
Notices
24.1 Formal notices must be in writing and sent to the address/email set out in the applicable Proposal, or to any updated details notified in writing.
24.2 A notice is deemed delivered: on delivery if by hand; 3 business days after dispatch if by registered post or courier; and, if by email, at the time of transmission during business hours at the recipient’s location with no delivery failure notice, otherwise the next business day.
24.3 Notices of termination, material breach, indemnity claims and disputes must be sent by hand, registered post or courier, with a copy by email where practicable. Routine communications (approvals, feedback, reports, change confirmations, day-to-day instructions) may be given by email or agreed messaging channels.
Assignment and Subcontracting
25.1 You may not assign, novate, transfer or charge this Policy or any Proposal, or your rights or obligations under them, without our prior written consent (not unreasonably withheld).
25.2 We may assign or novate this Policy or any Proposal to an affiliate, or in connection with a merger, reorganisation or sale of all or substantially all of our business or assets, on notice to you.
25.3 We may subcontract performance of the Services as described in Section 4.4.
25.4 This Policy binds and benefits the parties and their respective successors and permitted assigns.
Entire Agreement and Order of Precedence
26.1 This Policy, together with all accepted Proposals, annexures and written change orders, forms the entire agreement between the parties on its subject matter, superseding all prior discussions, proposals, quotations, presentations, emails and understandings.
26.2 If documents conflict, this order of precedence applies: (a) a provision of a signed Proposal that expressly states it varies or overrides a specific numbered section of this Policy, signed by authorised representatives of both parties, prevailing only for that engagement; (b) this Policy, for general legal matters (IP, confidentiality, data protection, liability, indemnities, termination, governing law, dispute resolution); (c) the applicable Proposal, for commercial and operational matters (scope, deliverables, timelines, Fees, payment, campaign requirements, engagement-specific responsibilities); (d) any written change order, to the extent of the change; and (e) any other document referenced in the Proposal.
26.3 Each party confirms it has not relied on any statement, representation or warranty not expressly set out in this Policy or a Proposal. Nothing here limits liability for fraud or fraudulent misrepresentation.
26.4 Any terms in a purchase order, vendor portal, onboarding form or other document you issue do not apply and have no effect, unless expressly accepted in writing by an authorised Medisray representative.
Amendments
27.1 We may update this Policy from time to time. If we make material changes, we will notify you by emailing your registered email address, displaying a notice on our website or Platform, and updating the “Last updated” date at the top of this Policy. Your continued use of our Marketing Services after the effective date of an updated Policy constitutes acceptance of the revised Policy; if you do not agree, you should discontinue the Services and contact us.
27.2 Changes to an individual engagement may be made by a revised Proposal, a written change order, or written/email confirmation between authorised representatives, per Section 4.2.
27.3 We may change the internal processes, personnel, tools or systems we use to deliver the Services, provided this does not materially reduce the scope, quality or deliverables agreed in the applicable Proposal.
General Provisions
28.1 Severability. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, failing that, severed, with the remaining provisions continuing in full force.
28.2 Waiver. No failure or delay in exercising a right operates as a waiver, and a waiver is effective only in writing.
28.3 Electronic acceptance. Proposals may be accepted electronically, and electronic or digital signatures have the same effect as originals.
28.4 No third-party rights. A person who is not a party has no right to enforce this Policy, except that Section 16.1 may be enforced by the indemnified persons named in it.
28.5 Cumulative remedies. Rights and remedies here are cumulative and in addition to any provided by law.
28.6 Further assurance. Each party will, at the other’s reasonable request and cost, execute documents and take steps reasonably necessary to give effect to this Policy, including anything needed to perfect an IP assignment under Section 10.3.
28.7 Language. This Policy is made in English. If translated, the English version prevails unless applicable law requires otherwise.
Contact
Questions about this Policy, a Plan subscription, or a Custom Engagement Proposal can be directed to:
CyberX Info System Private Limited (doing business as Medisray) Support Email: support@medisray.com Address: A-6, Sector-16, Noida, Gautam Buddha Nagar, Uttar Pradesh, India – 201301