Healthcare Engineering Agreements, Service Terms & Governance.

These Terms and Conditions (“Terms”) establish the legally binding contractual framework between PharmoTech Healthcare Technologies LLP (operating commercially as “PharmoTech”) and any medical facility, retail pharmacy enterprise, hospital institution, healthcare provider, or commercial entity (“Client” or “you”) commissioning or accessing our digital engineering, software architecture, and technology consulting services.

By approving a formal proposal, executing a Statement of Work (SOW), issuing a purchase order, remitting a milestone deposit, or utilizing our digital applications, you explicitly assent to these Terms. In the event of any conflict between these general Terms and a bilaterally executed Master Services Agreement (MSA) or SOW, the terms of the specific executed MSA or SOW shall prevail.

Engineering deliverables, technical architectural specifications, sprint release schedules, and acceptance criteria are defined exclusively in an approved written Proposal or Statement of Work (SOW):

• Pharmacy Billing & POS Systems: Offline-capable billing engines, barcode hardware integration, GST-compliant invoice generation, scheduled drug (Schedule H/H1) batch tracking, and distributor purchase ledger synchronization.
• Clinic & Hospital Systems: Doctor appointment scheduling, OPD/IPD queue management, teleconsultation video channels, electronic health record (EHR) modules, and diagnostic laboratory reporting portals.
• Digital Growth & Healthcare SEO: Medical directory schema markup, local clinic Google Maps optimization, clinical content publishing, and technical web vitals tuning.

Change Management Protocol: Any modification, feature expansion, or architectural redirection outside the approved SOW requires a written Change Order detailing supplemental development hours, revised milestone delivery dates, and adjusted financial compensation.

Timely delivery of high-availability healthcare systems necessitates prompt collaboration from the Client:

• Authoritative Asset Provision: The Client must furnish certified doctor credentials, medical registration numbers, clinic trade licenses, medicine catalogs, and institutional branding assets required for application staging within 7 business days of request.
• Access Credentials & Sandbox Environments: Provision of requisite third-party payment gateway sandbox credentials, SMS gateway API keys, and hospital server hosting permissions.
• Acceptance Testing Window: Upon milestone release to staging, the Client has a period of ten (10) consecutive business days to execute User Acceptance Testing (UAT) and provide a consolidated punch-list. Failure to submit written defects within this window constitutes formal acceptance of the milestone.
• Regulatory Compliance Representation: The Client represents and warrants that its medical practice, diagnostic center, or retail pharmacy holds all necessary statutory licenses to operate in its respective jurisdiction.

Professional compensation is structured around verifiable milestones to maintain delivery transparency and accountability:

• Milestone Schedule (Typical Software Build): (a) 30% advance deposit upon SOW execution; (b) 30% upon completion of UI/UX architecture and front-end interface approval; (c) 30% upon staging environment deployment and UAT completion; (d) 10% upon production launch and DNS cutover.
• Monthly Engineering & AMC Retainers: Invoiced in advance on the 1st day of each billing cycle, due within 7 calendar days.
• Taxes & Withholdings: All quoted professional fees are exclusive of applicable Indian Goods and Services Tax (GST 18%), which will be itemized on formal tax invoices. TDS deductions must be supported by quarterly Form 16A certificates.
• Late Payment & Work Suspension: Invoices outstanding beyond 14 calendar days from the due date accrue interest at 1.5% per month. PharmoTech reserves the right to suspend active staging builds, API endpoints, or developer allocation until arrears are fully satisfied.

Intellectual property ownership is allocated with absolute clarity upon full financial settlement:

• Custom Work Product Assignment: Upon receipt of full and final milestone payment, PharmoTech transfers and assigns to the Client all right, title, and interest in custom application source code, bespoke database schemas, graphic designs, and clinical copy developed specifically for the Client under the applicable SOW.
• PharmoTech Core Frameworks & Tooling: PharmoTech retains exclusive ownership of its pre-existing proprietary libraries, reusable UI widgets, POS synchronization engines, and utility modules (“Background Technology”). Client is granted a perpetual, royalty-free, non-exclusive license to use and run such Background Technology integrated into the deliverable.
• Third-Party & Open Source Components: Third-party dependencies (e.g., Next.js, Material-UI, PostgreSQL, Lucide icons) remain subject to their respective open-source licenses (MIT, Apache 2.0).
• Portfolio & Marketing Rights: Unless prohibited by a bilateral NDA, PharmoTech may identify the Client and display non-confidential screenshots of the launched application in engineering case studies and technical design portfolios.

Both parties agree to exercise strict confidentiality over proprietary technical, clinical, and commercial disclosures:

• Confidential Information Defined: Includes source code repositories, API secret keys, institutional financial margins, clinical workflows, and physician prescription records.
• Standard of Care: Each party shall protect the other’s confidential information with the same degree of care it uses for its own sensitive assets, but not less than reasonable clinical standard of care.
• HIPAA & DISHA Adherence: PharmoTech enforces technical safeguards preventing unauthorized disclosure of Protected Health Information (PHI) during engineering support. For clients handling PHI under US or Indian digital health laws, our Business Associate Agreement (BAA) is incorporated by reference.

PharmoTech engineers software adhering to industry-standard OWASP Top 10 guidelines and Indian IT Act cybersecurity directives:

• Acceptable System Use: Clients shall not use systems engineered by PharmoTech to transmit malware, conduct unlicensed pharmaceutical distribution, forge electronic prescription signatures, or engage in denial-of-service activities.
• Cryptographic Protection: All database storage containing patient records, medical history, or authentication hashes must utilize at least AES-256 bit encryption at rest and TLS 1.3 in transit.
• Client Infrastructure Hygiene: Following production handover, the Client assumes responsibility for maintaining operational access hygiene, including periodic administrator password rotation, internal MFA enforcement, and staff access revocations.

We provide post-deployment warranty and ongoing operational support structured as follows:

• 30-Day Defect Warranty: PharmoTech provides a 30-day warranty commencing upon production deployment. During this window, any reproducible deviations from approved SOW specifications (“Bugs”) are remediated at zero additional cost.
• Warranty Exclusions: Warranty coverage does not apply to defects arising from (a) client modifications to source code; (b) third-party API breaking changes (e.g., payment gateway or WhatsApp API policy updates); (c) host server infrastructure outages outside PharmoTech control.
• Annual Maintenance Contracts (AMC): Continued OS patching, framework updates, database backup monitoring, and priority SLA incident response are governed by separate monthly or annual maintenance agreements.

Emergency outages and Sev-1 production disruptions are handled through our dedicated Technical Support Center.

To the maximum extent permitted by applicable Indian and international law:

• Consequential Damages Waiver: Under no circumstances shall either party be liable to the other for indirect, punitive, exemplary, incidental, or consequential damages (including loss of clinical revenue, patient goodwill, business interruption, or data corruption) arising from software use or downtime.
• Aggregate Liability Cap: PharmoTech’s total cumulative liability for any and all claims related to an engagement—whether in contract, tort (including negligence), or statutory duty—shall be strictly limited to the actual fees paid by the Client to PharmoTech under the specific SOW during the three (3) months immediately preceding the event giving rise to liability.
• Client Indemnity: Client agrees to indemnify, defend, and hold harmless PharmoTech, its officers, and developers against any third-party legal actions or penalties resulting from medical malpractice claims, unauthorized drug dispensation, or patient consent violations occurring on the Client’s platform.

These Terms remain in force throughout the delivery and maintenance lifecycle:

• Termination for Convenience: Either party may terminate an ongoing project engagement upon providing thirty (30) days written notice. Upon termination for convenience by the Client, the Client shall promptly compensate PharmoTech for all billable engineering hours completed and non-refundable third-party commitments incurred up to the termination date.
• Termination for Cause: Either party may terminate immediately if the other party commits a material breach and fails to cure such breach within fifteen (15) calendar days of receiving written notice specifying the breach.
• Orderly Handover: Upon full settlement of all pending invoices, PharmoTech shall provide an orderly archive of source code, database dumps, and deployment documentation to facilitate smooth institutional migration.

These Terms and all associated agreements shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to conflict of law principles.

• Executive Escalation: In the event of any contractual dispute or claim, authorized executive representatives of both parties shall engage in good-faith commercial negotiations for at least twenty-one (21) days before initiating formal legal proceedings.
• Arbitration Framework: Any unresolved dispute shall be referred to and finally resolved by binding arbitration under the Indian Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be mutually agreed upon in writing by both parties, and proceedings shall be conducted in the English language before a sole arbitrator mutually agreed upon.
• Judicial Jurisdiction: Subject to the arbitration clause, the competent civil courts shall have jurisdiction over any judicial proceedings arising hereunder.

Formal contractual notices, legal complaints, or statutory communications must be transmitted in writing to our registered corporate office:

For queries concerning client data protection, HIPAA compliance, or patient data retention, please consult our Privacy Policy or visit our Support Center.