Terms and Conditions

Legal Document

Terms and Conditions of Service

At Medisray, we treat your health data with the same precision as our clinical research. This policy outlines how we safeguard your information across our global ecosystem.

Last Updated

April 01, 2024

Definitions and Interpretation

In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:

"Platform" : means the Medisray SaaS application, including the website at www.medisray.com, the application at app.medisray.com, all associated mobile applications, APIs, dashboards, and any related services.
"Company", "We", "Us" : refers to Cyberx Info System Private Limited, incorporated under the Companies Act, 2013, having its registered office in India, operating the brand and platform "Medisray".
"Subscriber" or "You" : refers to any individual, clinic, hospital, doctor, or healthcare entity that registers for or uses the Platform, including Owners, Junior Doctors, and Staff Administrators.
"Patient" : means any individual whose personal or medical data is entered into or managed through the Platform by a Subscriber.
"Subscription" : means the plan granting access to the Platform for a specified period in exchange for applicable fees.
"Authorised User" : means any individual (Owner, Junior Doctor, or Staff Administrator) granted access by the Subscriber under a Subscription.
"User Data" : means all data, records, prescriptions, patient information, billing records, and other content uploaded or generated through the Platform.
"Personal Data" : shall have the meaning under the Digital Personal Data Protection Act, 2023 (DPDP Act) and the SPDI Rules, 2011.
"SPDI" : (Sensitive Personal Data or Information) includes medical records, health data, biometric information, and financial data as defined under the SPDI Rules, 2011.
"Applicable Law" : means all laws, regulations, rules, notifications, and guidelines applicable in India, including the Indian Contract Act, 1872; IT Act, 2000; DPDP Act, 2023; and MCI regulations.

Acceptance of Terms

By accessing or using the Platform, you represent and warrant that :

You are at least 18 years of age and possess the legal capacity to enter into binding contracts under the Indian Contract Act, 1872;
If registering on behalf of a clinic, hospital, or other legal entity, you have the authority to bind that entity to these Terms;
You have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any other applicable policies incorporated herein by reference;
All information provided during registration and use of the Platform is accurate, current, and complete.

If you are a medical practitioner, you additionally represent that you hold a valid registration with the applicable Medical Council and possess all necessary licences to practise medicine in your jurisdiction.

These Terms constitute a legally binding agreement. The Company reserves the right to amend these Terms at any time. Continued use of the Platform following notification of any amendment constitutes your acceptance of the revised Terms.

Platform Access and Account Registration

Account Creation

To access the Platform, you must complete the registration process and create an account. You agree to provide accurate, complete, and current information and to update such information as necessary to maintain its accuracy.

Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You must:

Not share your credentials with any unauthorised individual;
Immediately notify us at support@medisray.com if you suspect any unauthorised use of your account;
Ensure that all Authorised Users comply with these Terms;
Log out of the Platform after each session, particularly on shared devices.

The Company shall not be liable for any loss or damage arising from your failure to maintain account security.

Multi-Clinic Access

If your Subscription covers multiple clinic locations, account settings, patient data, and analytics are managed globally across all associated clinics. Clinic-specific configurations, including appointment time slots, are managed separately per clinic. The Owner is responsible for managing role-based access for all Authorised Users across all associated clinics.

Role-Based Access Control

The Platform provides three access roles: Owner/Doctor (full access), Junior Doctor (restricted), and Staff Administrator (restricted). The Owner is solely responsible for configuring permissions and ensuring that access privileges are appropriate and consistent with the Subscriber’s internal policies.

Subscription Plans, Fees and Payment

Subscription Plans

Access to the Platform is provided on a subscription basis. Details of available plans, including features, pricing, and duration, are available on the Platform and are subject to change with prior notice.

Payment Obligations

You agree to pay all applicable Subscription fees in advance for the chosen plan period. All fees are quoted in Indian Rupees (INR) and are inclusive of applicable Goods and Services Tax (GST) unless stated otherwise.

Renewal

Subscriptions do not auto-renew unless expressly configured. You will receive renewal reminders at least 7 and 3 days prior to expiry. Failure to renew before the expiry date will result in suspension of Platform access.

Refund Policy

Fee Changes

The Company reserves the right to revise Subscription fees with a minimum of 30 days’ prior written notice. Continued use of the Platform after the effective date of a fee revision constitutes acceptance of the revised fees.

Permitted Use and Restrictions

Permitted Use

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your internal clinical practice management purposes.

Prohibited Activities

You must not, and must ensure that Authorised Users do not:

Use the Platform for any unlawful purpose or in violation of Applicable Law;
Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Platform without the Company's express written consent;
Attempt to reverse-engineer, decompile, disassemble, or otherwise derive the source code of the Platform;
Upload or transmit any virus, malware, or other malicious code;
Circumvent or interfere with any security features of the Platform;
Use the Platform to process data of individuals who have not consented to such processing;
Make any false, inaccurate, or misleading representations on the Platform;
Use automated scripts, bots, or other automated means to access or scrape the Platform;
Sublicense, transfer, or assign your rights under these Terms to any third party;
Use the Platform in a manner that could damage, disable, or impair the Platform or servers connected to it.

Patient Data, Healthcare Compliance and Medical Responsibility

Subscriber as Data Fiduciary

For the purposes of the DPDP Act, 2023 and SPDI Rules, 2011, the Subscriber is the primary Data Fiduciary in respect of Patient data entered into the Platform. The Company acts as a Data Processor processing such data on behalf of, and under the instructions of, the Subscriber.

Subscriber Obligations Regarding Patient Data

You are solely responsible for:

Obtaining all necessary consents from Patients prior to entering their Personal Data or SPDI into the Platform;
Ensuring that the use of Patient data through the Platform complies with applicable medical ethics guidelines, the MCI Code of Medical Ethics Regulations, 2002, and all Applicable Laws;
The accuracy, completeness, and integrity of all Patient records, prescriptions, and billing data entered into the Platform;
Maintaining a backup of all Patient data independently of the Platform as required by applicable regulations.

Medical Responsibility

THE PLATFORM IS A PRACTICE MANAGEMENT AND ADMINISTRATIVE TOOL ONLY. IT IS NOT A MEDICAL DEVICE, CLINICAL DECISION SUPPORT SYSTEM, OR A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT. ALL CLINICAL DECISIONS, PRESCRIPTIONS, DIAGNOSES, AND TREATMENT PLANS GENERATED THROUGH THE PLATFORM REMAIN THE SOLE PROFESSIONAL RESPONSIBILITY OF THE REGISTERED MEDICAL PRACTITIONER. THE COMPANY ACCEPTS NO LIABILITY WHATSOEVER FOR ANY CLINICAL DECISIONS MADE BY SUBSCRIBERS OR AUTHORISED USERS.

Digital Prescriptions

The Platform enables the generation of digital prescriptions. Subscribers acknowledge that digital prescriptions must comply with the Information Technology Act, 2000, the IT (Preservation and Retention of Information by Intermediaries) Rules, and applicable state regulations. The Subscriber is responsible for ensuring that prescriptions meet all applicable legal and regulatory requirements.

Notification Communications

The Platform sends automated notifications via WhatsApp, SMS, and email. By using the Platform’s notification features, you confirm that you have obtained the necessary consents from Patients for receiving communications through these channels and that such communications comply with TRAI regulations and the Telecom Commercial Communications Customer Preference Regulations, 2018.

Intellectual Property Rights

All intellectual property rights in and to the Platform — including but not limited to software, source code, algorithms, interfaces, templates, branding, logos, and documentation — are and shall remain the exclusive property of the Company or its licensors. Nothing in these Terms transfers any intellectual property rights to you.

You retain all ownership rights in User Data that you upload or create on the Platform. You grant the Company a limited, worldwide, royalty-free licence to process User Data solely to the extent necessary to provide and improve the Platform services.

Any feedback, suggestions, or ideas you provide to the Company regarding the Platform may be used by the Company without any obligation of compensation or attribution.

Data Storage, Security and Availability

The Company implements commercially reasonable technical and organisational security measures to protect User Data against unauthorised access, loss, destruction, or alteration. However, no method of transmission over the internet or method of electronic storage is 100% secure.

User Data is stored on servers located in India. The Company does not transfer User Data outside the territory of India without appropriate safeguards as required under Applicable Law.

The Company will use commercially reasonable efforts to ensure Platform availability of 99.5% uptime per calendar month, excluding scheduled maintenance windows. Scheduled maintenance will be communicated at least 24 hours in advance.

In the event of a data breach affecting your User Data, the Company will notify you in accordance with the requirements of Applicable Law, including the DPDP Act, 2023.

Upon termination of your Subscription, the Company will retain your User Data for a period of 90 days, during which you may request an export of your data. After this period, data will be permanently deleted except where retention is required by Applicable Law.

Third-Party Services and Integrations

The Platform integrates with third-party services including, without limitation, WhatsApp Business API, SMS gateway providers, email delivery services, and payment processors (“Third-Party Services”). Your use of Third-Party Services is subject to the respective terms and conditions of those providers.

The Company does not endorse, control, or assume any responsibility for the availability, accuracy, or performance of Third-Party Services. The Company shall not be liable for any failure, outage, or disruption of Third-Party Services.

Links to third-party websites or services appearing on the Platform are provided for convenience only and do not constitute an endorsement by the Company.

Confidentiality

Each party acknowledges that it may have access to confidential information of the other party in connection with these Terms. Each party agrees to: (a) keep all such confidential information strictly confidential; (b) not disclose it to any third party without prior written consent; and (c) use it only for the purposes of these Terms.

The obligations of confidentiality do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was already known to the receiving party prior to disclosure; (c) is required to be disclosed by Applicable Law or court order, provided prompt notice is given to the disclosing party where legally permitted.

Disclaimers and Limitation of Liability

HE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Digital Prescriptions

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM.

Limitation of Liability

The Company’s total aggregate liability to you for any claim arising out of or in connection with these Terms shall not exceed the total Subscription fees paid by you in the 12 months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under Applicable Law.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

Your breach of these Terms;
Your use of the Platform in violation of Applicable Law;
Any Patient data entered or managed by you or your Authorised Users through the Platform;
Any clinical decisions, prescriptions, or medical acts performed by you or your Authorised Users;

Term and Termination

These Terms shall remain in effect for the duration of your Subscription and any renewal periods.

The Company may suspend or terminate your access to the Platform, with immediate effect and without liability, if:

You materially breach these Terms and fail to remedy the breach within 7 days of written notice;
You fail to pay Subscription fees when due;
The Company is required to do so by Applicable Law or court order;
The Company reasonably believes that your use of the Platform poses a risk to other users, third parties, or the integrity of the Platform.

You may terminate your Subscription by providing written notice to the Company in accordance with your plan terms. Termination does not entitle you to a refund of any prepaid fees.

Upon termination, your right to access and use the Platform will cease immediately. Provisions that by their nature should survive termination (including Sections 6, 7, 10, 11, 12, and 14) shall survive.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

The parties shall first attempt to resolve any dispute through good-faith negotiations for a period of 30 days from the date of written notice of the dispute.

If the dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by the parties. The seat and venue of arbitration shall be India. The language of arbitration shall be English. The award shall be final and binding.

Subject to the foregoing arbitration provision, the courts of competent jurisdiction in India shall have exclusive jurisdiction in respect of any proceedings ancillary to arbitration or for injunctive relief.

General provisions

Entire Agreement : These Terms, together with the Privacy Policy and any applicable Subscription plan terms, constitute the entire agreement between you and the Company regarding the Platform and supersede all prior agreements.
Severability : If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
Waiver : No failure or delay by the Company in exercising any right under these Terms shall constitute a waiver of that right.
Assignment : You may not assign or transfer any of your rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure : The Company shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by events beyond the Company's reasonable control, including acts of God, natural disasters, pandemic, war, government action, or failure of third-party infrastructure.
Notices : All notices under these Terms shall be in writing and sent by email to: legal@medisray.com (for the Company) or to the email address registered in your account (for you). Notices shall be deemed received 24 hours after the email is sent.
Updates to Terms : The Company will notify you of material changes to these Terms by email or by a prominent notice on the Platform at least 14 days before the changes take effect.

Contact Information

After the applicable retention period, data is permanently deleted using industry-standard secure deletion methods, or anonymised such that it can no longer be linked to an identifiable individual.

Company	Cyberx Info System Private Limited
Website	www.medisray.com
Legal Email	legal@medisray.com
Support Email	support@medisray.com
Jurisdiction	India

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