The terms for using Nabhaya.

1About these terms

These Terms and Conditions ("Terms") are an agreement between you and ImproveFX Technologies Pvt. Ltd. ("ImproveFX", "Nabhaya", "we", "us" or "our"), with its office at First Floor, E-49/5, Pocket D, Okhla Phase II, Okhla Industrial Estate, New Delhi, Delhi 110020. They apply when you visit nabhaya.com (the "Website") or use Nabhaya Clinic, Nabhaya Hospital, Nabhaya Pharmacy, their apps, APIs, add-ons and related services (the "Services").

By creating an account, starting a trial, paying for a plan, or using the Services, you agree to these Terms. If you accept on behalf of a clinic, hospital, pharmacy or other business (a "Customer"), you confirm that you have authority to bind it. If you do not agree, please do not use the Services.

These Terms form an electronic record under the Information Technology Act, 2000 and do not require a physical or digital signature. A signed order form or agreement with us, if any, takes priority over these Terms where the two differ.

2Definitions

• Customer Data means all data that a Customer or its users enter into or upload to the Services, including Patient Data.
• Patient Data means personal data, including health information, about a Customer's patients.
• Users means the individuals a Customer allows to use its account, such as admins, doctors, receptionists and pharmacists.
• Plan means the subscription plan a Customer chooses, such as Solo, Clinic, Practice or Multi-Speciality, with the limits shown on our pricing page.
• Add-ons means optional paid items such as extra WhatsApp credits, extra storage, a personalised website or marketing services.

3Eligibility and accounts

• The Services are for businesses and professionals in healthcare. You must be at least 18 years old and able to enter into a binding contract under Indian law.
• Doctors using prescription features must hold a valid registration with the National Medical Commission or a State Medical Council, or with the relevant council for their system of medicine, and must keep it valid.
• You must give accurate information and keep it up to date. The Customer's admin is responsible for creating and removing Users and for giving each User the right role.
• Each User must have their own login. Do not share passwords. The Customer is responsible for all activity under its account and must tell us at once at [[email protected]] about any unauthorised use.

4The Services

Nabhaya Clinic provides appointment booking, queue management, OPD records, digital and canvas prescriptions, OPD billing, services management, pharmacy and dispensing, document storage, patient messaging, analytics and related features, as described on our Website for each Plan.

Features marked "coming soon" or "early access", including Nabhaya Hospital and Nabhaya Pharmacy, are not yet generally available. Early access or beta features are provided "as is", may change or be withdrawn, and are not covered by any service commitment.

We may improve, change or retire features from time to time. We will not remove a core feature of a paid Plan during a paid term without giving you reasonable notice and a fair alternative or a pro-rata refund.

5Clinical responsibility

• All clinical decisions, including diagnoses, prescriptions, doses and advice, are made by the Customer's registered medical practitioners, who remain fully responsible for them.
• Doctors must review every prescription before issuing it, including anything filled in from a template, a previous visit or an imported medicine catalogue.
• Medicine lists, catalogues and price lists that the Customer creates or imports are the Customer's responsibility. We do not check them for clinical accuracy.
• The Customer is responsible for meeting the laws and professional rules that apply to its practice, including medical council regulations on prescriptions and records, the Telemedicine Practice Guidelines where relevant, clinical establishment laws, and drug and pharmacy laws for dispensing.
• The Services are not meant for emergencies. Patients in an emergency should contact emergency services or go to the nearest hospital.

6Plans, trials and fees

• Pricing. Plan prices and limits are shown on our pricing page. Plans are billed annually in advance. The monthly figure shown is the annual price divided by 12.
• Taxes. Fees are [exclusive of GST] unless stated otherwise. Applicable taxes are charged as required by law. Extra WhatsApp credits are priced at ₹0.75 per message, inclusive of taxes.
• Free trial. New Customers may try Nabhaya Clinic free for 14 days. No payment is needed to start. At the end of the trial, you can choose a Plan or your trial account will be [paused, and deleted after N days].
• Payment. Invoices are due [on receipt / within N days]. Payments are processed by our payment partners. If payment is overdue, we may suspend access after giving you at least [7 days] notice. We will not delete Customer Data because of late payment without further notice.
• Renewal. Plans [renew automatically for another year at the then-current price unless cancelled before the renewal date / do not renew automatically]. We will remind you before renewal and give you at least [30 days] notice of any price change.
• Usage limits. Each Plan includes set numbers of doctors, staff, departments, storage and WhatsApp credits. If you need more, you can upgrade or buy Add-ons. Included WhatsApp credits [are valid for the subscription year and do not carry over].

7Upgrades, downgrades, cancellation and refunds

• Upgrades take effect right away. We charge the difference for the rest of your current term on a pro-rata basis.
• Downgrades take effect at the next renewal, provided your usage fits the lower Plan's limits.
• Money-back guarantee. If you are not satisfied, you may cancel a new annual Plan within 45 days of first payment for a full refund of the Plan fee. This does not apply to Add-ons already used, such as WhatsApp credits consumed, or to completed website or marketing work.
• Cancellation after 45 days. You can cancel at any time. Access continues until the end of the paid term. Fees already paid are not refundable except as these Terms or the law require.
• Refunds are made to the original payment method within [7 to 10 working days] of approval.

8Customer Data and patient privacy

• Ownership. The Customer owns its Customer Data. We claim no ownership of it.
• Roles. For Patient Data, the Customer is the data fiduciary and we act as its data processor under the Digital Personal Data Protection Act, 2023. We process Customer Data only to provide the Services, on the Customer's instructions, and as described in our Privacy Policy.
• Customer duties. The Customer must have a lawful basis for all Patient Data it enters, give patients the required notices, obtain consent where needed (including for WhatsApp, SMS and email messages and for children's data from a parent or guardian), and respond to patient rights requests. We will help with reasonable requests.
• Accuracy and records. The Customer is responsible for the accuracy of Customer Data and for keeping medical records for as long as the law requires, including by exporting them before closing an account.
• Usage information. We may use information about how the Services are used, which does not identify any patient, to operate, secure and improve the Services.

Our Privacy Policy explains our practices in detail. On request, we will sign a data processing agreement with Customers that need one.

9Third-party services

Some features depend on third-party services, including the WhatsApp Business Platform, Google Business Profile, email providers and payment gateways. Your use of those services is also subject to their own terms. In particular:

• WhatsApp messages must follow Meta's WhatsApp Business policies, including patient opt-in and approved message templates. Meta may reject templates or limit accounts, and we are not responsible for its decisions.
• Review requests must follow Google's policies. Do not offer incentives for reviews, and do not ask only happy patients to review you.
• If you connect your own WhatsApp Business account or SMTP server, you are responsible for those accounts, their costs and their compliance.

We are not liable for outages or changes in third-party services that we do not control, but we will work to reduce their impact on you.

10Acceptable use

You agree not to, and not to allow anyone else to:

• use the Services for anything unlawful, fraudulent or harmful, or to store or send content you have no right to use;
• send spam, or send messages to patients who have not agreed to receive them;
• upload malware, or try to break, probe or get around the security of the Services;
• access another Customer's data, or share login credentials between people;
• copy, resell, rent or sub-license the Services, or use them to build a competing product;
• reverse engineer the Services, except to the extent the law allows;
• place an unreasonable load on the Services, including through automated scraping.

We may suspend access that breaks this section, and will tell you why unless the law or an urgent security risk prevents it.

11API access

Plans that include the appointment booking API may use it under the API documentation we provide. API keys are confidential and must be stored securely. We may set rate limits, change the API with reasonable notice, and suspend keys that are misused or put the Services at risk.

12Add-ons, websites and marketing services

• Extra WhatsApp credits and storage are sold at the prices shown on our pricing page and are linked to the Customer's account.
• Personalised website and marketing services are delivered under a separate proposal or statement of work that sets out the scope, timelines, deliverables and payment terms. That document takes priority for those services.
• Marketing services are designed to follow the rules on advertising by medical professionals that apply to the Customer. The Customer must approve all content before it is published and is responsible for claims made in it.
• We do not guarantee specific search rankings, leads, patient numbers or revenue from marketing or website services.

13Referral and partner programmes

Our referral and partner programmes are governed by their own terms, published on the programme pages or shared with you. Rewards and commissions are paid only for referrals that meet those terms. We may change or end a programme with notice, and rewards already earned will be honoured.

14Intellectual property

The Services, the Website, and all software, designs, text, graphics, logos and trade marks in them, including the Nabhaya name and logo, belong to ImproveFX or its licensors and are protected by law. Subject to these Terms and payment of fees, we grant the Customer a limited, non-exclusive, non-transferable right to use the Services for its internal healthcare operations during its subscription.

If you send us feedback or suggestions, we may use them to improve our products without any obligation to you.

15Confidentiality

Each party will keep the other's confidential information private, use it only for the purposes of these Terms, and protect it with at least reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or that must be disclosed by law, in which case the disclosing party will be told where the law allows.

16Availability, support and security

• We aim to keep the Services available [99.5%] of the time each month, excluding planned maintenance, which we schedule outside peak clinic hours where possible and announce in advance.
• Support is available [Mon to Sat, 10 AM to 7 PM IST] by phone, email and WhatsApp. Multi-Speciality Customers get 24x7 priority support.
• We keep regular backups and follow the security practices described in our Privacy Policy.

17Term, suspension and termination

• These Terms apply for as long as you use the Services.
• Either party may end a subscription if the other seriously breaches these Terms and does not fix the breach within [30 days] of written notice.
• We may suspend access immediately if needed to prevent a security threat, serious misuse or a breach of law.
• Your data after termination. For [30 days] after a subscription ends, the Customer can export its Customer Data in standard formats such as CSV and PDF. After that period we delete Customer Data as described in our Privacy Policy, unless the law requires us to keep it.
• Sections that by their nature should continue, such as fees owed, confidentiality, intellectual property, limitation of liability, indemnity and governing law, survive termination.

18Warranties and disclaimers

We will provide the Services with reasonable skill and care and substantially as described on our Website. Except as stated in these Terms, and to the extent the law allows, the Services are provided "as is" and "as available". We do not promise that the Services will be error-free or uninterrupted, or that they will meet every requirement of every clinic. Nothing in the Services is medical advice.

19Limitation of liability

• Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill or data that could have been avoided by keeping backups or exports, even if warned it might happen.
• Our total liability arising out of or relating to these Terms and the Services in any 12 months is limited to the fees the Customer paid us for the Services in those 12 months.
• These limits do not apply to liability that cannot be limited by law, to a party's fraud, or to the Customer's payment obligations.

20Indemnity

The Customer will defend and compensate ImproveFX against third-party claims, including claims by patients or regulators, that arise from the Customer's clinical decisions, its Customer Data, its failure to obtain required consents, or its breach of law or of these Terms.

We will defend and compensate the Customer against third-party claims that the Services, as provided by us, infringe that party's intellectual property rights in India.

21Events outside our control

Neither party is responsible for delays or failures caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government action, power or internet failures, or failures of third-party platforms. The affected party will tell the other and take reasonable steps to limit the impact.

22Governing law and disputes

These Terms are governed by the laws of India. The parties will first try to resolve any dispute through good-faith discussion for 30 days. If that fails, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be New Delhi and the language will be English. Subject to this, the courts at New Delhi have exclusive jurisdiction.

23General

• Changes to these Terms. We may update these Terms. We will post the new version here with a new date and, for significant changes, tell Customers at least [15 days] in advance. Continued use after that means you accept the changes.
• Notices. We send notices to the email address on your account. You can send notices to [[email protected]] or to our office address.
• Assignment. You may not transfer these Terms without our written consent. We may transfer them to a group company or to a successor in a merger or sale, with notice to you.
• Entire agreement. These Terms, our Privacy Policy and any order form or statement of work are the entire agreement between us about the Services.
• Severability and waiver. If any part of these Terms is found unenforceable, the rest continues. A failure to enforce a right is not a waiver of it.

24Grievance Officer and contact

If you have a question or complaint about these Terms or the Services, please contact us. In line with the Information Technology Act, 2000 and the rules under it, our Grievance Officer is:

We will acknowledge complaints within [24 hours] and aim to resolve them within [15 days].