MedEzee V3 — Hospital Information System Version 1.0 · Effective [OWNER: date]
These Terms are a contract between [OWNER: S Solutions legal entity name], Vellore, Tamil Nadu, India ("S Solutions", "we", "us") and the organisation that registers for or uses MedEzee V3 ("Customer", "you").
You accept these Terms by ticking the acceptance box at registration, by signing an order form referring to them, or by using the Service. The person accepting confirms they are authorised to bind the Customer. If you are not so authorised, do not accept.
These Terms, the Privacy Policy, Annex A (Data Processing Terms) and any order form or subscription confirmation together form the whole agreement. Where they conflict, a signed order form prevails, then Annex A, then these Terms, then the Privacy Policy.
Service — the hosted MedEzee V3 hospital information system, its modules, add-on packs and APIs, as made available at medezee.com and its subdomains.
Tenant — your isolated instance of the Service.
Customer Data — all data you or your Users enter, upload or generate in the Service, including patient records, clinical data, billing records and employee records.
Users — individuals you authorise to access your Tenant.
Tenant Admin — the User you designate to administer your Tenant.
Subscription Term — the period your subscription runs for, as stated at purchase.
3.1 We grant you a non-exclusive, non-transferable right to access and use the Service for your own healthcare operations during the Subscription Term, subject to these Terms and to the limits of your plan.
3.2 The Service is offered in tiers — Free, Starter, Professional and Enterprise — with optional add-on packs. Your tier determines available modules, user and branch limits and support level. The current description of each tier is on our pricing page and in your subscription confirmation.
3.3 The Free tier is provided as-is, with no availability commitment, no support commitment and no liability on our part beyond what law makes unexcludable. We may modify or discontinue it on 30 days' notice.
3.4 We may add, change or remove features. We will not materially reduce the core functionality of a paid tier during a Subscription Term without giving you 30 days' notice and the right to terminate and receive a pro-rata refund of prepaid fees for the unused period.
3.5 The Service is not a medical device. See Section 8.
4.1 You are responsible for everything done under your Tenant, including by your Users.
4.2 Your Tenant Admin controls who has access, what roles and permissions they hold and which branches they can see. Configuring access correctly is your responsibility. We supply the controls; we do not decide who in your organisation should see which patient's record.
4.3 Each User must have their own account. Shared logins are prohibited — they defeat the audit trail, which is both a clinical-safety and an accreditation problem.
4.4 You must keep credentials confidential and tell us immediately at [OWNER: security contact] if you suspect unauthorised access.
4.5 You must remove access promptly when a User leaves your organisation or changes role.
5.1 Fees are those stated at purchase or in your order form, exclusive of GST and other taxes, which you pay in addition at the applicable rate.
5.2 Subscriptions are billed in advance for the Subscription Term and, unless cancelled before the end of the current term, renew automatically for a like period at our then-current rates.
5.3 We may change rates for a renewal term on 60 days' notice before the renewal date. If you do not accept, cancel before renewal.
5.4 Payment is due within [OWNER: 15 / 30] days of invoice. Overdue amounts carry interest at [OWNER: %] per month or the maximum the law allows, whichever is lower.
5.5 If an invoice remains unpaid 30 days past due we may suspend the Service under Section 15, after giving you 7 days' written notice. Suspension does not relieve you of accrued fees, and Section 16.4 still protects your data.
5.6 Fees are non-refundable except as Section 3.4 or Section 16.3 provides. Cancelling mid-term ends renewal; it does not refund the current term. You keep access to the end of the paid period.
5.7 Exceeding your plan's user, branch or storage limits may require an upgrade. We will tell you before charging for an upgrade, never after.
You must not, and must not permit any User to:
(a) use the Service unlawfully, or in breach of medical-council regulations, the Clinical Establishments Act, drug and narcotics law, or any accreditation standard you are subject to;
(b) enter data you have no lawful basis to process, or that you obtained without required consent;
(c) attempt to access another tenant's data, probe or circumvent tenant isolation, or test the security of the Service without our prior written consent;
(d) reverse-engineer, decompile or create derivative works from the Service, except to the extent law expressly permits despite this restriction;
(e) resell, sublicense, white-label or provide the Service to a third party as a bureau or service-provider offering, unless your agreement expressly allows it;
(f) upload malware, or knowingly upload content that infringes a third party's rights;
(g) use automated means to extract data at a scale or rate that degrades the Service for others;
(h) use the Service to send unsolicited commercial messages to patients.
7.1 Customer Data is yours. We claim no ownership of it. As between you and us, all rights in it remain yours.
7.2 You grant us a limited, non-exclusive, worldwide licence to host, copy, transmit, back up, display and process Customer Data solely to provide, secure and support the Service to you and as Annex A permits. This licence ends when the data is deleted under Section 16.4.
7.3 You are the Data Fiduciary for Customer Data; we are your Data Processor. You are responsible for: the accuracy and lawfulness of Customer Data; obtaining any consent or other lawful basis required from patients and employees; issuing your own patient-facing privacy notice; and honouring data-principal rights. Annex A sets out how we assist.
7.4 Aggregated insights. You permit us to generate aggregated, de-identified statistics from operational and commercial data in your Tenant — for example supplier performance and purchasing patterns — and to use them to operate and improve the Service and its cross-tenant features. This permission is subject to four limits which we may not vary without your written agreement: (i) it does not extend to patient or clinical data of any kind; (ii) outputs must be aggregated and de-identified so that no individual is identifiable; (iii) no output may be attributed to you by name without your agreement; and (iv) you may opt out at any time from tenant settings or by written notice, with no effect on any other part of the Service. Features that exchange information with a named hospital, such as bed-availability handshakes, are opt-in only.
7.5 We will not use Customer Data to train or fine-tune AI or machine-learning models without a separate written agreement you are free to decline without losing access to the Service.
7.6 You must not place in the Service any data category you have not told us about that carries special legal handling requirements beyond those in Annex A.
8.1 MedEzee V3 is record-keeping and workflow software. It is not a medical device, and it does not practise medicine. It does not diagnose, prescribe, or decide treatment.
8.2 Any calculated value, alert, flag, reference range, interaction warning, dose suggestion or report the Service produces is an aid to a qualified practitioner, never a substitute for that practitioner's judgement. Every clinical decision made using the Service remains the sole responsibility of the registered medical practitioner who makes it.
8.3 You must verify clinically significant output. Do not act on a value the Service displays without the professional verification your own protocols require.
8.4 You are responsible for configuring the Service correctly for your practice — reference ranges, formularies, dosing rules, workflow definitions, report templates and alert thresholds are yours to set and yours to validate. We supply defaults as a starting point, not as clinical advice.
8.5 Do not rely on the Service as your only record in an emergency. You must maintain downtime procedures — a documented way to continue admitting, treating and dispensing when the Service is unavailable for any reason. This is an accreditation requirement in its own right and we will not be liable for the consequences of not having one.
8.6 The Service supports, but does not by itself achieve, compliance with NABH, NABL, ISO 15189 or any other standard. Accreditation is assessed against your practices, not our software.
9.1 You are responsible for holding the registrations and licences your operations require, including under the Clinical Establishments (Registration and Regulation) Act, 2010 and applicable state legislation, and for narcotics, blood bank, radiology and laboratory licensing as relevant.
9.2 Medical-record retention is your obligation. You must configure retention in the Service to meet the periods that bind you, including the National Medical Commission's requirement to retain indoor patient records for at least three years from commencement of treatment, and any longer period applicable to medico-legal records. We apply your configuration and will not delete Customer Data under you.
9.3 You are responsible for breach notification to your patients and to your regulators. We will give you what you need to do it, on the timeline in Section 17 of the Privacy Policy.
10.1 We will use commercially reasonable efforts to keep the Service available, and aim for [OWNER: 99.5%] monthly availability on Professional and Enterprise tiers, measured excluding scheduled maintenance. [OWNER: If you are not measuring availability, delete this sentence rather than promise a number you cannot evidence.]
10.2 No availability commitment applies to the Free or Starter tiers.
10.3 We will give at least 48 hours' notice of scheduled maintenance and will schedule it outside [OWNER: e.g. 08:00–22:00 IST] where we can. Emergency maintenance to address a security or integrity risk may be performed without notice; we will tell you as soon as practicable.
10.4 Support is provided [OWNER: channels, hours, response targets per tier].
10.5 Service credits, where an order form provides for them, are your sole remedy for failing to meet an availability commitment.
11.1 We will maintain the security measures described in Section 10 of the Privacy Policy and in Annex A, and will not materially reduce them during a Subscription Term.
11.2 You will maintain appropriate security on your side — device security, network security, user training, prompt de-provisioning. Most incidents in hospital systems begin with a credential, not a server.
Where you enable an integration — payment gateway, messaging provider, laboratory analyser interface, government or India Stack service — that third party's terms govern its part of the transaction and we are not responsible for its acts, omissions or availability. We will tell you what data an integration transmits before you enable it.
Each party will keep the other's confidential information in confidence and use it only for this agreement, for 5 years after disclosure, and indefinitely for Customer Data and for anything that is a trade secret. This does not apply to information that is public without breach, independently developed, or lawfully received from a third party; and does not prevent disclosure compelled by law, subject to Section 8.3 of the Privacy Policy.
The Service, its software, design, documentation and all improvements are and remain ours. Nothing here transfers any right in them to you beyond the licence in Section 3.1. Feedback you give us we may use freely and without obligation — but feedback does not include Customer Data, and Section 7 is not weakened by this clause.
15.1 We may suspend access, in whole or in part, where: fees are overdue as set out in Section 5.5; your use threatens the security, integrity or availability of the Service or another tenant; we are required to by law; or you are in material breach of Section 6.
15.2 Except where an immediate security risk or a legal requirement makes it impossible, we will give you notice and a reasonable chance to fix the problem first.
15.3 Suspension is not deletion. Section 16.4 protects your data throughout, and we will restore access promptly once the cause is resolved.
16.1 This agreement runs for the Subscription Term and renews under Section 5.2.
16.2 Either party may terminate for material breach that is not cured within 30 days of written notice, or immediately if the other becomes insolvent or enters liquidation.
16.3 If we terminate other than for your breach, or materially breach and fail to cure, we will refund prepaid fees for the unused period.
16.4 Exit. On termination or expiry:
(a) you may export Customer Data through the Service, or ask us to export it for you, for 30 days;
(b) we will provide the export in a machine-readable, documented format — not a proprietary blob and not a set of screenshots;
(c) after the 30-day window we delete Customer Data from live systems within 60 days, and it ages out of encrypted backups within [OWNER: backup cycle];
(d) we will confirm deletion in writing on request;
(e) we will not withhold your data as leverage over a fee dispute. Any dispute about money is a dispute about money.
16.5 Sections 7.1, 13, 14, 16.4, 18, 19, 20 and 22 survive termination.
17.1 We warrant that we will provide the Service with reasonable skill and care, that we have the right to grant the licence in Section 3.1, and that we will comply with Annex A.
17.2 Except as stated in 17.1, and to the extent Indian law allows, the Service is provided "as is". We do not warrant that it will be uninterrupted or error-free, or that it will meet every requirement of your practice.
17.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.
18.1 Subject to 17.3, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated saving.
18.2 Subject to 17.3, each party's total liability arising out of this agreement in any 12-month period is limited to the fees you paid us in the 12 months preceding the event giving rise to the claim. For the Free tier, that sum is nil.
18.3 The cap in 18.2 does not apply to: your liability for fees; either party's breach of Section 13; your breach of Section 6(c) to (f); or our breach of Annex A or of Section 6 of the Privacy Policy, for which our liability is capped at [OWNER: a higher figure — e.g. 3× annual fees. A data-protection carve-out with the same cap as everything else is not a carve-out.]
18.4 We are not liable for clinical decisions, for loss arising from your failure to maintain the downtime procedures required by Section 8.5, or for the consequences of access permissions you configured.
19.1 You will indemnify us against claims arising from Customer Data being unlawful or processed without a required consent, from your breach of Section 6, and from clinical decisions made by your practitioners.
19.2 We will indemnify you against third-party claims that the Service infringes an Indian intellectual property right, provided you notify us promptly, let us control the defence and co-operate. We may procure a right to continue, modify the Service, or terminate and refund the unused prepaid fees.
Neither party is liable for failure caused by events beyond reasonable control — natural disaster, war, epidemic, government action, failure of public power or telecommunications infrastructure. This does not excuse payment of fees already due, and if a force majeure event prevents provision of the Service for more than 30 consecutive days either party may terminate.
We may amend these Terms. For changes that materially affect your rights or obligations we will give 30 days' notice by email to your Tenant Admin and in the Service; continued use after the effective date is acceptance, and if you do not accept you may terminate and receive a pro-rata refund of prepaid fees. Every version is archived with a version number and effective date.
22.1 Indian law governs this agreement.
22.2 The parties will first attempt to resolve any dispute by good-faith discussion between senior representatives within 30 days.
22.3 Failing that, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue is Vellore, Tamil Nadu, and the language is English. [OWNER: confirm you want arbitration. For small subscription disputes it can cost more than the claim — the alternative is simply courts at Vellore.]
22.4 Subject to 22.3, the courts at Vellore, Tamil Nadu have exclusive jurisdiction.
22.5 Either party may seek urgent injunctive relief from any competent court.
23.1 Notices to you go to your Tenant Admin's registered email and are deemed received the next working day. Notices to us go to [OWNER: legal/notices email and postal address].
23.2 You may not assign this agreement without our written consent, not to be unreasonably withheld. We may assign it to a successor to the MedEzee business on notice to you.
23.3 If a provision is unenforceable, the rest stands.
23.4 A failure to enforce a right is not a waiver of it.
23.5 Nothing here creates a partnership, agency or employment relationship.
23.6 We may name you as a customer and use your logo in customer lists only with your prior written consent, revocable on 30 days' notice.
Applies where we process Customer Data containing personal data on your behalf. You are the Data Fiduciary; we are the Data Processor.
A.1 Instructions. We process Customer Data only to provide the Service under the agreement and on your documented instructions. If we believe an instruction breaches applicable law, we will tell you and may pause that processing until it is resolved. Using the Service is itself your instruction to process as the Service is designed to.
A.2 Purpose limitation. We will not process Customer Data for our own purposes. Section 7.4 of the Terms (aggregated operational insights, excluding patient and clinical data) is the only exception, and it operates on your permission.
A.3 Confidentiality. Our personnel with access to Customer Data are bound by confidentiality obligations surviving their engagement, are granted least-privilege, time-bounded access only on the grounds in Section 10.4 of the Privacy Policy, and every access is logged.
A.4 Security. We maintain the measures in Section 10 of the Privacy Policy and will not materially reduce them during a Subscription Term.
A.5 Sub-processors. You authorise the sub-processors listed in Section 8.2 of the Privacy Policy. We remain liable for their acts and omissions as for our own. We will give 30 days' notice before engaging a new sub-processor for Customer Data; you may object on reasonable data-protection grounds, and if we cannot resolve the objection you may terminate the affected service without penalty and receive a pro-rata refund.
A.6 Data-principal requests. If a patient or employee approaches us directly we will not respond substantively; we will refer them to you and tell you. We will give you reasonable assistance, using the Service's own export, correction and audit facilities, to answer requests yourself.
A.7 Breach. We will notify you without undue delay on becoming aware of a personal data breach affecting Customer Data, with the information you need for your own notifications, and we will meet the CERT-In and Data Protection Board timelines in Section 17 of the Privacy Policy. We will not withhold notice pending completion of our investigation.
A.8 Assistance. We will provide reasonable assistance with your data protection impact assessments and with consultations with a supervisory authority, so far as the assistance relates to our processing and the information is available to us.
A.9 Audit. On reasonable written notice, not more than once in any 12-month period unless a breach or a regulator requires otherwise, we will make available information necessary to demonstrate compliance with this Annex, and will accept an audit by you or an independent auditor you appoint who is not our competitor, at your cost, under confidentiality, and without disrupting the Service or other tenants' data.
A.10 Return and deletion. On termination we handle Customer Data under Section 16.4 of the Terms.
A.11 Location. We process Customer Data in [OWNER: India / region] and will not transfer it outside India without notifying you first and complying with applicable law.
A.12 Subject matter and duration. Subject matter: provision of the Service. Duration: the term of the agreement plus the exit windows in Section 16.4. Nature and purpose: hosting, storage, backup, transmission, display and support of a hospital information system. Types of personal data and categories of Data Principals: as set out in Sections 4.2 and 1 of the Privacy Policy.