Terms of Service

Parties & Definitions

In these Terms of Service, the following expressions shall have the meanings set out below:

• "Labnetworx" / "Company" / "we" / "us" means Labnetworx Health IT Pvt. Ltd., a private limited company incorporated under the Companies Act, 2013, with its registered office at B 704 Gitanjali Apartments, Vikas Marg Extn, Delhi – 110092, India.
• "Client" / "you" means the healthcare organisation, hospital, diagnostic laboratory, health IT company, or individual professional that engages Labnetworx for services.
• "Agreement" means these Terms of Service together with any Statement of Work (SOW), Order Form, or Master Services Agreement executed between the parties.
• "Services" means Enterprise AI implementation, managed AI services, training programmes, platform access, ABDM integration, and any other services provided by Labnetworx as described in the applicable SOW or Order Form.
• "Platform" means the Labnetworx Enterprise AI (EAI) platform, including all software, tools, documentation, and Snowflake-native applications made available to the Client.
• "Deliverables" means any output, report, model, integration, or documentation produced by Labnetworx for the Client under an SOW.
• "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Agreement.
• "Personal Data" has the meaning assigned under the Digital Personal Data Protection Act, 2023.
• "Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all other intellectual property rights whether registered or unregistered.

Acceptance of Terms

These Terms are effective upon the earliest of: (a) your execution of an SOW or Order Form that references these Terms; (b) your written or electronic acceptance of a proposal issued by Labnetworx; or (c) your access to or use of the Platform.

These Terms shall be read together with any executed SOW, Order Form, or Master Services Agreement. In the event of conflict, the order of precedence shall be: (1) the MSA or SOW, (2) these Terms of Service, and (3) any other document incorporated by reference.

Labnetworx reserves the right to update these Terms at any time. Material changes will be notified to active Clients at least 30 days before taking effect. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

Services Offered

Labnetworx offers the following categories of services, subject to execution of an appropriate SOW or Order Form:

The scope, deliverables, timelines, and fees for each engagement are specified in the applicable SOW. Labnetworx reserves the right to modify, suspend, or discontinue any service offering with reasonable notice.

Eligibility & Registration

Our services are intended for business-to-business (B2B) engagements with healthcare organisations, hospitals, diagnostic chains, health IT companies, and medical professionals operating in India. These Terms do not constitute a consumer contract under the Consumer Protection Act, 2019.

To engage our services, you must:

• Be a legal entity duly incorporated or registered under applicable Indian law, or a licensed medical professional;
• Have the legal capacity and authority to enter into binding contracts;
• Provide accurate and complete registration and billing information;
• Comply with all applicable laws and regulations, including DPDP Act, 2023, IT Act, 2000, and relevant health sector regulations.

Labnetworx reserves the right to refuse service to any organisation or individual at its sole discretion.

Fees, Payment & GST

5.1 Fees

Fees for Services are set out in the applicable SOW or Order Form. All fees are quoted in Indian Rupees (INR) unless expressly stated otherwise. Labnetworx reserves the right to revise fees for renewed or new engagements with reasonable prior notice.

5.2 Payment Terms

• Invoices are due and payable within 30 days of the invoice date, unless a different period is specified in the SOW.
• Payments shall be made by NEFT / RTGS / account payee cheque to the bank account designated on the invoice.
• For subscription services, fees are payable in advance at the start of each billing cycle.
• Overdue amounts shall attract interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of actual payment.

5.3 Goods & Services Tax (GST)

All fees are exclusive of applicable taxes. GST and any other applicable indirect taxes shall be charged in addition to the fees at the prevailing statutory rate and shall be payable by the Client. Labnetworx will issue GST-compliant tax invoices. The Client must provide their valid GST Identification Number (GSTIN) for B2B transactions to enable input tax credit claims.

5.4 Disputed Invoices

If the Client disputes any invoice in good faith, it must notify Labnetworx in writing within 10 business days of receipt, specifying the nature of the dispute. The undisputed portion of the invoice remains payable by the due date. Both parties shall endeavour to resolve the dispute within 30 days.

5.5 Refunds

Fees paid for implementation and consulting services are non-refundable once work has commenced. Prepaid subscription fees are refundable on a pro-rata basis only if Labnetworx terminates the Agreement without cause. Training programme fees are refundable if a cancellation request is received at least 7 business days before the programme start date; thereafter, no refund is due but a credit towards a future programme may be offered at Labnetworx's discretion.

Intellectual Property Rights

6.1 Labnetworx IP

All Intellectual Property Rights in and to the Platform, proprietary methodologies, frameworks, pre-existing tools, and any general-purpose improvements developed by Labnetworx in the course of delivering Services shall remain the exclusive property of Labnetworx. No license beyond what is expressly granted in these Terms or the SOW is implied.

6.2 License to Use Platform

Subject to payment of applicable fees and compliance with these Terms, Labnetworx grants the Client a non-exclusive, non-transferable, revocable license to access and use the Platform solely for the Client's internal healthcare operations during the term of the applicable SOW.

6.3 Client IP & Data

All data, records, and materials provided by the Client remain the exclusive property of the Client. The Client grants Labnetworx a limited license to access and process such data solely as necessary to deliver the Services. Labnetworx acquires no ownership rights in Client data.

6.4 Deliverables

Unless otherwise agreed in writing in the SOW, Deliverables created specifically for and paid for by the Client shall, upon full payment of all applicable fees, vest in the Client as works made for hire. Labnetworx retains rights to incorporate general methodologies and non-Client-specific learnings into its broader practice.

6.5 Feedback

If the Client provides feedback, suggestions, or recommendations regarding the Platform or Services, Labnetworx may use such feedback without restriction or compensation to the Client.

Client Obligations

The Client shall:

• Provide Labnetworx with timely access to systems, data, personnel, and resources reasonably necessary for the delivery of Services;
• Designate a competent project point of contact with authority to provide decisions and approvals;
• Ensure that all data provided to Labnetworx has been collected lawfully and that the Client holds all necessary consents, authorisations, or legal bases required under applicable law;
• Comply with all applicable laws including the DPDP Act, 2023, IT Act, 2000, Clinical Establishments (Registration and Regulation) Act, and all other health sector regulations;
• Obtain and maintain all licences, permits, and regulatory approvals necessary for its operations;
• Not misrepresent the scope, authority, or nature of its engagement with Labnetworx to any third party;
• Promptly notify Labnetworx of any actual or suspected security incident affecting systems or data relevant to the Services.

Acceptable Use

The Client must not use the Platform or Services to:

• Process data for any purpose other than the Client's legitimate internal healthcare operations as described in the SOW;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• Sublicense, resell, or transfer access to the Platform to any third party without Labnetworx's prior written consent;
• Introduce malicious code, viruses, or any software intended to damage or disrupt systems;
• Circumvent or attempt to circumvent any security, access control, or authentication mechanism;
• Use AI outputs as the sole basis for clinical decision-making without appropriate human medical oversight and validation;
• Violate any applicable law, regulation, or professional standard, including those of the Medical Council of India / National Medical Commission and the ABDM ecosystem;
• Make any false or misleading claims about the Platform's capabilities to patients, regulators, or third parties.

Confidentiality

Each party ("Receiving Party") agrees to keep confidential all Confidential Information disclosed by the other party ("Disclosing Party") and to use such information solely for the purpose of performing or receiving Services under these Terms. The Receiving Party shall:

• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent;
• Limit access to Confidential Information to those employees, contractors, or advisers who have a need to know and are bound by obligations of confidentiality no less stringent than these Terms;
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

These obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party; or (d) must be disclosed pursuant to applicable law or a court order, provided that the Disclosing Party is given prompt written notice (where legally permissible).

Confidentiality obligations shall survive termination of the Agreement for a period of 5 (five) years. Obligations relating to trade secrets shall survive indefinitely.

Data Protection

Both parties shall comply with the Digital Personal Data Protection Act, 2023 and all rules and regulations notified thereunder. In engagements where Labnetworx processes Personal Data on behalf of the Client:

• The Client is the Data Fiduciary and Labnetworx is the Data Processor;
• Labnetworx will process Personal Data only in accordance with documented instructions from the Client;
• Each party shall implement appropriate technical and organisational measures to ensure the security of Personal Data;
• In the event of a data breach, Labnetworx shall notify the Client without undue delay and cooperate fully in the Client's regulatory reporting obligations;
• A separate Data Processing Agreement (DPA) will be executed as part of the engagement documentation, which shall take precedence over this clause on matters of data protection.

For further details on how we handle Personal Data, please refer to our Privacy Policy.

Warranties & Disclaimers

11.1 Labnetworx Warranties

Labnetworx warrants that:

• It has the full right, power, and authority to enter into and perform its obligations under these Terms;
• Services will be performed in a professional and workmanlike manner by qualified personnel;
• It will maintain appropriate insurance coverage for its operations.

11.2 Disclaimers

Except as expressly stated in these Terms or an SOW, the Platform and Services are provided "as is" and "as available", without any representation or warranty of any kind, express or implied, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement;
• That the Platform will operate error-free, uninterrupted, or that all defects will be corrected;
• That AI model outputs, predictions, or recommendations will be accurate, complete, or suitable for any specific clinical or operational decision.

Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms or the Services, even if advised of the possibility of such damages;
• Labnetworx's aggregate liability to the Client arising under or in connection with these Terms shall not exceed the total fees actually paid by the Client to Labnetworx in the 12 months immediately preceding the event giving rise to the claim.

The above limitations shall not apply to: (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable Indian law.

Indemnification

The Client shall indemnify, defend, and hold harmless Labnetworx and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's breach of these Terms or any applicable law;
• The Client's use of the Platform or Services in violation of the Acceptable Use provisions;
• Any claim by a third party (including patients, staff, or regulators) arising from the Client's clinical or operational decisions made using AI outputs;
• Any failure by the Client to obtain lawful consent or legal basis for processing Personal Data provided to Labnetworx.

Labnetworx shall indemnify the Client against any third-party claims alleging that the Platform, as provided by Labnetworx and used in accordance with these Terms, infringes any registered Intellectual Property Right in India.

Term & Termination

14.1 Term

These Terms remain in effect for the duration of any active SOW or Order Form and shall survive termination to the extent necessary to give effect to provisions that by their nature should survive (including confidentiality, intellectual property, limitation of liability, and dispute resolution).

14.2 Termination for Convenience

Either party may terminate an SOW for convenience by giving 30 days' written notice. The Client shall pay for all Services delivered up to the effective date of termination. Prepaid subscription fees beyond the termination date shall be refunded on a pro-rata basis.

14.3 Termination for Cause

Either party may terminate the Agreement or an SOW immediately upon written notice if the other party:

• Commits a material breach that is not remedied within 15 business days of written notice specifying the breach;
• Becomes insolvent, makes an assignment for the benefit of creditors, or is subject to insolvency proceedings that are not dismissed within 60 days;
• Commits fraud, wilful misconduct, or a material violation of applicable law.

14.4 Effect of Termination

Upon termination: (a) all licenses granted shall immediately cease; (b) each party shall return or destroy the other's Confidential Information; (c) Labnetworx shall, within 30 days, provide the Client with an export of Client data in a standard format, after which Labnetworx's copies shall be securely deleted; (d) all outstanding fees become immediately due and payable.

Dispute Resolution & Governing Law

15.1 Governing Law

These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872, the Specific Relief Act, 1963, and all other applicable Indian legislation.

15.2 Good-Faith Negotiation

In the event of a dispute, the parties shall first attempt to resolve the matter through good-faith negotiation between senior representatives of both parties for a period of 30 days from the date either party gives written notice of the dispute.

15.3 Arbitration

If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be:

• Conducted before a sole arbitrator mutually agreed upon by both parties, or, in default of agreement, appointed in accordance with the Act;
• Held in Hyderabad, Telangana, India;
• Conducted in the English language;
• Governed by the laws of India.

The arbitration award shall be final and binding on both parties. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a competent court.

15.4 Jurisdiction

Subject to the arbitration clause above, the parties irrevocably submit to the exclusive jurisdiction of the courts at Hyderabad, Telangana for interim relief and enforcement of arbitration awards.

General Provisions

• Entire Agreement: These Terms, together with any executed SOW, Order Form, or MSA, constitute the entire agreement between the parties regarding its subject matter and supersede all prior agreements, representations, or understandings.
• Amendment: These Terms may only be amended by a written instrument signed by authorised representatives of both parties, or as provided in Section 2 for unilateral updates to these published Terms.
• Waiver: No failure or delay by either party in exercising any right shall constitute a waiver of that right. Waivers must be in writing to be effective.
• Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
• Assignment: The Client may not assign or transfer any rights or obligations under these Terms without Labnetworx's prior written consent. Labnetworx may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms.
• Relationship of Parties: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
• Notices: All notices under these Terms shall be in writing and delivered by email (with read receipt or confirmation of delivery) or by courier to the addresses set out in the applicable SOW or Order Form.
• Language: These Terms are drafted in English. In the event of any inconsistency between an English version and any translation, the English version shall prevail.
• Electronic Execution: The parties acknowledge that electronically signed documents and digitally transmitted acceptances are valid and binding under the Information Technology Act, 2000.

Contact Information

For questions about these Terms, to report a breach, or to exercise any contractual rights, please contact us:

These Terms of Service are published in accordance with Rule 3(1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, and constitute a legally binding agreement between Labnetworx Health IT Pvt. Ltd. and its Clients under the Indian Contract Act, 1872.