Terms & Conditions

1. Introduction and acceptance

These Terms & Conditions ("Terms") govern access to and use of Nirogix, a cloud-based hospital management system offered by Takoriya Technology LLP, a limited liability partnership registered in India with its office in Mehsana, Gujarat, India ("Nirogix", "we", "us" or "our").

They form a binding agreement between us and the organization that subscribes to Nirogix (the "Customer"). A person who accepts these Terms on behalf of a Customer, by signing an order form, by accepting them during onboarding, or by using the Platform, confirms that they are authorized to bind that organization. Each Authorized User also agrees to follow these Terms when using the Platform.

These Terms are read together with the Customer’s order form, our Privacy Policy, our Refund & Cancellation Policy and our Data Processing Agreement (together, the "Agreement"). If they conflict, the order form prevails, then the Data Processing Agreement for anything about personal data, then these Terms, then the policies.

If you do not agree to these Terms, do not use the Platform.

2. Definitions

Platform

The Nirogix software service, including the Portal for hospital staff, the patient portal, the AI Portal, the public pages a Customer publishes for its patients, the API, and their documentation, as updated from time to time.

Customer

The hospital, clinic, diagnostic center, group or other organization named in an order form, including its branches.

Authorized User

An employee, contractor, doctor or other person the Customer permits to use the Platform under its account.

Administrator

An Authorized User to whom the Customer gives the right to manage users, roles, branches, modules and settings.

Patient

A person whose records the Customer keeps on the Platform, and a parent, guardian or representative acting for them.

Customer Data

All data, including personal data and health data, that the Customer or its Authorized Users or Patients enter into, upload to or create in the Platform.

Order Form

A quote, order form, proposal or agreement signed or accepted by the Customer that sets out its plan, modules, branches, beds, fees, billing period and term.

Subscription Term

The period stated in the Order Form, and each renewal of it.

Billing Period

The period each invoice covers, as stated in the Order Form, such as a year or a month.

Module

A functional area of the Platform, such as Pharmacy, Laboratory or Admission (IPD), and the capabilities within it, which the Customer enables under its Order Form.

3. Eligibility

• The Platform is offered to organizations that provide or support healthcare and are validly constituted under Indian law, for use in connection with their operations in India. It is not offered to individuals for personal use.
• Authorized Users must be at least 18 years old and must use the Platform only in the course of their work for the Customer.
• A doctor or other health professional who records clinical information must hold the registration their profession requires, such as registration with the National Medical Commission or a State Medical Council.
• We may decline to provide the Platform to an organization if doing so would breach law, sanctions or our policies.

4. Accounts

5. User roles and permissions

The Platform controls access through roles and permissions. A set of standard roles is provided (for example administrator, doctor, nurse, receptionist, pharmacist, laboratory technician and accountant), and the Customer may create its own roles, grant or deny individual permissions to a user, and make a grant time-limited. An explicit denial always overrides a grant. Access is checked on our servers for every request; what a user sees on screen follows those permissions, but the permissions themselves are the control.

A Module or capability the Customer has not enabled is unavailable to every user regardless of their role. Specialty settings change what is shown to a user, never what they are permitted to access.

6. Administrator responsibilities

The Customer’s Administrators are responsible for:

• creating accounts only for people who need them, with the least access their work requires;
• removing or deactivating access promptly when a person leaves or changes role;
• configuring branches, Modules, forms, prices, tax rates and workflows correctly, and checking printed documents such as prescriptions, bills and reports before relying on them;
• reviewing the audit trail and access reports as their policies require;
• keeping the Customer’s contact, billing and legal details up to date; and
• acting as our point of contact for support, security notices and changes.

7. Subscription plans

The Platform is sold in plans made up of Modules, priced according to the Modules enabled, the number of branches and, for inpatient facilities, the number of beds, as set out in the Order Form. We do not charge per user: users, roles and permission configuration are unlimited on every plan.

Every plan includes tenant isolation, role-based access control and the audit trail, India-resident data storage, every product update and security release, and data export without an exit fee.

A subscription gives access to the Modules and capabilities that are available when they are enabled. Features we describe as planned or in development are not part of a subscription until they are released, and we do not promise a release date unless the Order Form says so. Adding or removing Modules, branches or beds is handled as described in the Refund & Cancellation Policy.

8. Pilots and trials

We do not offer a self-service free trial. Instead we may agree a guided pilot, in which we configure the Platform for the Customer’s facility for an agreed period so that it can evaluate the product with its own workflows. The pilot agreement states its length, scope and any fee; unless it says otherwise, a pilot is free of charge.

Either party may end a pilot at any time by written notice. At the end of a pilot, the Customer may convert to a paid subscription, keeping its configuration and data, or end its use, in which case its data is exported on request and deleted as described in section 29. A pilot is provided as is, without any service level commitment.

9. Billing and payments

• Subscription fees are invoiced in advance for each Billing Period, starting on the date stated in the Order Form.
• Invoices are payable within 15 days of the invoice date, in Indian rupees, by bank transfer, UPI or another method we list on the invoice, unless the Order Form says otherwise.
• One-time charges, such as implementation beyond the included scope, data migration beyond the published standard scope, on-site training or custom work, are invoiced as the Order Form or a separate statement of work states.
• Charges from third parties that depend on use, such as SMS and other messaging, are passed through at cost, itemized, and invoiced in arrears.
• If an invoice is unpaid 15 days after its due date, we may, after giving at least 7 days’ written notice, suspend access until it is paid, as described in section 35. Suspension for non-payment never deletes Customer Data.
• If the Customer disputes an invoice in good faith, it must tell us in writing before the due date with the reason, pay any undisputed part, and work with us to resolve the dispute promptly.

10. Taxes

Fees are exclusive of taxes. Goods and Services Tax (GST) and any other applicable tax is charged in addition at the prevailing rate and shown on the tax invoice. The Customer should give us its GSTIN and registered address so that it can claim input tax credit where eligible. Where the Customer is required to deduct tax at source, it must deposit the tax, provide the certificate within the time the law requires, and pay us the balance; we will treat the deducted amount as paid once the certificate is received.

11. Subscription renewal

Unless the Order Form says otherwise, each Subscription Term renews automatically for a further term of the same length, unless either party gives written notice of non-renewal at least 30 days before the current term ends. We will tell the Customer of any change in fees for the next term at least 30 days before the renewal date; if the Customer does not accept the change, it may give notice of non-renewal before that date.

12. Cancellation

The Customer may cancel its subscription by giving notice of non-renewal, in which case the subscription continues until the end of the paid Subscription Term and then ends. How to cancel, what happens to a cancellation made after a renewal, and how cancellation interacts with pilots and plan changes are set out in our Refund & Cancellation Policy. Cancelling does not delete Customer Data before the Customer has had the opportunity to export it.

13. Refunds

Fees are non-refundable except as stated in the Refund & Cancellation Policy, which covers duplicate and accidental payments, failed payments, pro-rata refunds where we end the service or fail to cure a material breach, and the refund process and timelines. Payments a Patient makes to a Customer through the Platform are made to the Customer, and refunds of them are the Customer’s responsibility.

14. Acceptable use

The Customer and its Authorized Users must use the Platform lawfully, in good faith, and only for the legitimate healthcare and administrative operations of the Customer. They must record information accurately, respect the privacy and dignity of Patients, access only the records their work requires, and follow the Customer’s own policies and professional standards.

15. Prohibited activities

No one may use the Platform to, or attempt to:

• access another Customer’s data, another user’s account, or any record without a legitimate need;
• probe, scan or test the vulnerability of the Platform, bypass its security or access controls, or interfere with its operation, except under a written security testing arrangement with us;
• introduce malware, overload the Platform, or run automated scraping or bulk extraction outside the features and API we provide;
• copy, modify, reverse engineer, decompile or create derivative works of the Platform, except as the law expressly permits;
• resell, sublicense, rent or provide the Platform to anyone other than the Customer’s Authorized Users, or use it to build a competing product;
• record false or misleading clinical, billing or identity information, or alter records to conceal what happened;
• send unsolicited or unlawful messages to Patients or others through the Platform’s messaging features;
• upload content that is unlawful, infringes the rights of others, or that the uploader has no right to share; or
• use the Platform in breach of any law, including laws on data protection, medical practice, pre-conception and pre-natal diagnostic techniques, narcotic drugs, clinical establishments and taxation.

16. Healthcare and HMIS platform responsibilities

Nirogix is software for running a healthcare organization: it records, organizes, calculates, prints and transmits information as its users direct. It is not a healthcare provider, does not practice medicine, and does not establish a doctor-patient relationship with anyone.

• Clinical decisions are made by qualified professionals. Calculators, reference ranges, abnormal flags, templates, presets and alerts help users but do not replace their professional judgment, and users must check results that inform care.
• The Platform does not check for drug interactions, contraindications or dosing errors unless a specific feature that does so has been released and enabled for the Customer, and even then the prescriber remains responsible.
• Optional AI features produce drafts, such as a suggested prescription, that are never saved to the record until a clinician reviews, edits and accepts them. The clinician who accepts a draft is responsible for it.
• The Platform is not an emergency service and must not be relied on as the only means of communicating urgent clinical information.
• Where the Platform supports a regulated activity, such as ABDM health information exchange or statutory registers, it does so only to the extent that feature has been released, and the Customer remains responsible for meeting its own regulatory obligations.

17. Customer responsibilities

The Customer is responsible for:

• its use of the Platform and the acts and omissions of its Authorized Users;
• the accuracy, quality and legality of Customer Data and of the configuration it chooses;
• having the right to provide Customer Data to us for processing, including giving notices to and obtaining consents from Patients and staff where the law requires;
• providing and maintaining its own devices, browsers, printers, internet connections and local network, and keeping them secure and up to date;
• maintaining its own procedures to continue operating during an outage, such as paper registration and prescription forms; and
• paying the fees on time.

18. Doctor and clinician responsibilities

Every doctor, nurse, pharmacist, technician and other clinician who uses the Platform is responsible for:

• the clinical content they record, sign or authorize, including diagnoses, prescriptions, orders, results and reports;
• checking what the Platform displays or drafts before acting on it, and correcting errors through the Platform’s amendment and addendum features rather than outside it;
• keeping their professional registration current and using only their own account and signature;
• following the regulations of their profession, including the code of ethics of the National Medical Commission and, for remote consultations, the Telemedicine Practice Guidelines, 2020; and
• respecting Patient confidentiality and accessing only the records their care of a Patient requires.

19. Hospital and clinic responsibilities

Each hospital, clinic and center that uses the Platform is responsible for:

• holding the registrations, licenses and approvals its activities require, such as under the Clinical Establishments (Registration and Regulation) Act, 2010 or the corresponding state law, drug licenses for its pharmacy, and blood bank and diagnostic licenses where applicable;
• retaining medical records for the periods the law and its regulators require, and producing them when lawfully asked;
• the prices, taxes, discounts and refunds it applies to its Patients, and the invoices and receipts it issues;
• the payments it collects from Patients, including through a payment gateway connected to its own merchant account, and any refunds, disputes and chargebacks on them;
• statutory registers and returns it must keep, unless and to the extent the Platform has released a feature that produces them; and
• its own patient communications, including the content of messages it configures.

20. Patient data responsibilities

For Patient data, the Customer is the Data Fiduciary and we are its Data Processor under the Digital Personal Data Protection Act, 2023. The Customer decides what Patient data is collected and why, gives Patients its privacy notice, obtains any consent required, responds to Patients’ requests to access, correct or erase their data, and decides how long records are kept. We process Patient data only on the Customer’s documented instructions, as described in our Data Processing Agreement and Privacy Policy, and we help the Customer meet these obligations.

The Customer must not enter more personal data than its purposes require, must keep identity document numbers only where it needs them, and must not use the Platform to share Patient data with anyone who has no lawful basis to receive it.

21. Data ownership

As between the Customer and us, the Customer owns all Customer Data. We acquire no ownership of it. We will not sell Customer Data, use it for advertising, use Patient health data to train artificial intelligence models, or use one Customer’s data for another.

22. Customer content and data

The Customer grants us a non-exclusive, royalty-free right, for the Subscription Term and any export period, to host, store, process, transmit, display and back up Customer Data only as needed to provide, secure and support the Platform under the Agreement and to comply with law.

Logos, letterheads, templates and other material the Customer uploads remain its property; the Customer confirms it has the right to use them. We may display the Customer’s name and logo as a customer reference only with its prior written consent.

If the Customer or its users send us suggestions or feedback about the Platform, we may use them to improve it without any obligation, provided that no Customer Data or confidential information of the Customer is disclosed by doing so.

23. Nirogix intellectual property

The Platform, including its software, design, databases of non-customer content (such as clinical calculators, reference lists and templates we provide), documentation, the Nirogix name and logo, and all improvements to them, belongs to Takoriya Technology LLP or its licensors and is protected by intellectual property laws. Except for the limited right granted in section 24, these Terms do not transfer any intellectual property right to the Customer or its users.

24. License to use the Platform

Subject to these Terms and payment of the fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term, for its Authorized Users to access and use the Platform for the Customer’s internal healthcare and administrative operations, within the Modules, branches and beds in its Order Form. Patients may use the patient portal and the Customer’s public pages for their own care.

The Platform is provided as a hosted service; no software is delivered for installation except the web pages the browser loads.

25. Third-party integrations

The Platform can work with services operated by others, such as payment gateways, messaging providers, the National Health Authority’s ABDM systems, and, where offered, AI model providers. These services are governed by their own terms and privacy policies, which the Customer accepts when it enables them.

• A payment gateway connects to the Customer’s own merchant account. Money paid by Patients goes to the Customer, and we are not a party to those transactions.
• ABDM features are available only to the extent they are live in production and the Customer has completed the registrations ABDM requires. ABDM functionality is currently in testing, including in the National Health Authority sandbox, and is not yet live in production.
• We are not responsible for the availability, accuracy or acts of a third-party service, or for changes its operator makes. If a third-party service changes or stops in a way that prevents an integration from working, we will tell the Customer and make reasonable efforts to provide an alternative.

26. APIs

Where we make the Platform’s API available to a Customer, it may be used only to connect the Customer’s own systems to its own data, under the documented authentication, permissions and rate limits. The same permission checks apply to API requests as to the Portal. We may change the API with reasonable notice; we keep it versioned and will give at least 90 days’ notice before retiring a version a Customer is known to use, except where a change is needed urgently for security. API credentials must be kept secret, and we may revoke credentials that are misused or exposed.

27. Service availability, maintenance and downtime

28. Backups

We take automated backups of production Customer Data, stored in India, and maintain procedures to restore them after an incident. Backups exist to recover the Platform, not to recover an individual record that a user changed or cancelled; such records are kept in their history and audit trail instead. Data entered after the most recent backup may not be recoverable after a serious incident, and the Customer should keep its contingency procedures accordingly.

29. Data retention, export and deletion

During the Subscription Term we keep Customer Data so that the Customer can use it, and the Customer decides how long its records are kept within the Platform, in line with its legal retention duties.

After the subscription ends for any reason, the Customer has 30 days to export its Customer Data using the Platform’s export features. Where the Platform does not provide an export for some of its data, we will provide that data on request within that period in a commonly used, machine-readable format. We do not charge for export at the end of a subscription. After the 30 days, we delete Customer Data from the live systems within a further 60 days, unless the law requires us to retain it or the Customer has agreed in writing that we keep it longer; backups are overwritten in their normal cycle. Details of what we keep for our own legal obligations are in our Privacy Policy.

30. Security

We maintain technical and organizational security measures appropriate to health data, including database-enforced tenant isolation, role-based access control, an append-only audit trail, encryption in transit, encrypted storage of credentials, account lockout, automatic sign-out on inactivity, least-privilege access for our staff, and audited support access. These are described on our Security page. We may improve these measures over time but will not materially reduce the overall protection of Customer Data during a Subscription Term.

We will notify the Customer without undue delay after becoming aware of a breach affecting its Customer Data, as described in our Privacy Policy and Data Processing Agreement.

31. Confidentiality

Each party will keep confidential the non-public information the other discloses in connection with the Agreement, including Customer Data, pricing, product plans, security information and the terms of the Order Form, and will use it only to perform the Agreement. Each party may share it with its employees, advisers and service providers who need it and are bound by similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or must be disclosed by law or court order, in which case the recipient will give the other party notice where lawful. They continue for five years after the Agreement ends, and for Customer Data and Patient information, indefinitely.

32. Disclaimers

Except as expressly stated in the Agreement, the Platform is provided "as is" and "as available". To the extent the law permits, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and that the Platform will be uninterrupted or error-free. We do not warrant the accuracy of information entered by users, the clinical appropriateness of any decision made using the Platform, or the outcome of any treatment.

Content we publish on our website, including guides, blog articles and free calculators, is general information for professionals and not medical, legal or financial advice.

33. Limitation of liability

• Neither party is liable to the other for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, goodwill or anticipated savings, however arising, even if it was foreseeable.
• Each party’s total liability arising out of or in connection with the Agreement, in contract, tort (including negligence) or otherwise, is limited to the fees paid and payable by the Customer under the Agreement in the twelve months before the event that gave rise to the claim.
• These limits do not apply to the Customer’s obligation to pay fees, to a party’s indemnity obligations under section 34, to breach of confidentiality, or to liability arising from fraud, gross negligence or wilful misconduct, or that cannot be limited by law.
• We are not liable for clinical decisions made by the Customer’s professionals, for errors in data entered by users, or for loss caused by the Customer’s failure to follow these Terms, to keep credentials secure, or to maintain contingency procedures.

34. Indemnification

35. Suspension

We may suspend access to all or part of the Platform for the Customer or a particular user if: an invoice remains unpaid as described in section 9; use of the account threatens the security, integrity or availability of the Platform or of other Customers; we reasonably believe the account is being used fraudulently or unlawfully; or a court or authority requires it.

We will give notice before suspending where we reasonably can and, where the cause can be fixed, an opportunity to fix it. We will limit any suspension to what the circumstances require and restore access promptly once the cause is resolved. Because the Platform holds medical records, we will, where it is lawful and safe to do so, preserve the Customer’s ability to read and export its records during a suspension for non-payment.

36. Termination

• Either party may end the Agreement by not renewing it, as described in section 11.
• Either party may terminate the Agreement by written notice if the other materially breaches it and does not cure the breach within 30 days of being notified.
• Either party may terminate immediately by written notice if the other becomes insolvent, enters liquidation or a resolution process, or ceases to carry on business.
• We may terminate on written notice if the Customer’s use of the Platform breaches the law in a way that exposes us or others to serious harm, or if a payment default continues for 30 days after suspension.
• If we decide to stop offering the Platform or a Module the Customer subscribes to, we will give at least 90 days’ notice and refund prepaid fees for the unused period of the affected service.

37. Consequences of termination

When the Agreement ends: the Customer’s right to use the Platform ends, except for the export period in section 29; all fees accrued up to that date become due; refunds, if any, are made as set out in the Refund & Cancellation Policy; and each party returns or destroys the other’s confidential information, subject to the retention described above. Sections that by their nature should continue, including those on fees owed, data ownership, confidentiality, disclaimers, liability, indemnification and dispute resolution, survive termination.

38. Dispute resolution

If a dispute arises out of or in connection with the Agreement, the parties will first try to resolve it through good-faith discussion between senior representatives, starting within 15 days of one party’s written notice of the dispute.

If it is not resolved within 30 days of that notice, either party may refer it to arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement or, failing agreement, in accordance with that Act. The seat and venue of arbitration will be Ahmedabad, India, the language will be English, and the award will be final and binding.

Nothing in this section prevents either party from seeking urgent interim relief from a competent court to protect its confidential information, intellectual property or data.

39. Governing law and jurisdiction

The Agreement is governed by the laws of India. Subject to the arbitration clause, the courts at Ahmedabad, Gujarat, India have exclusive jurisdiction over any matter arising out of or in connection with it.

40. Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, riots, government action, failures of public utilities or telecommunications networks, or large-scale attacks on internet infrastructure, provided it notifies the other party promptly and makes reasonable efforts to resume performance. This does not excuse an obligation to pay fees already due. If such an event prevents performance for more than 60 days, either party may terminate the affected subscription by written notice, and we will refund prepaid fees for the unused period.

41. Changes to these Terms

We may update these Terms to reflect changes in the Platform, the law or our business. The date at the top shows when they were last updated. We will give Customers at least 30 days’ notice of a material change by email or within the Platform. A change that materially reduces a Customer’s rights takes effect for that Customer at the start of its next Subscription Term, unless it is required by law or for security. Continuing to use the Platform after a change takes effect means accepting it.

42. Notices

Notices to the Customer are sent to the email address of its billing or administrative contact in the Order Form, or to its Administrators through the Platform. Notices to us must be sent by email to jaivik@thefortunetech.com, marked for the attention of Takoriya Technology LLP, with a copy to the account contact named in the Order Form where there is one. A notice is effective when sent by email, unless the sender receives an automated message that it was not delivered. Notices of breach, termination or a dispute must also be sent by registered post or courier to the other party’s registered address.

43. General

• Assignment: neither party may assign the Agreement without the other’s written consent, which will not be unreasonably withheld, except to a successor of all or substantially all of its relevant business who agrees to be bound by it.
• Subcontracting: we may use subcontractors and sub-processors to provide the Platform and remain responsible for their performance.
• Relationship: the parties are independent contractors; nothing creates a partnership, agency or employment relationship.
• Entire agreement: the Agreement is the entire agreement about its subject and replaces earlier proposals and discussions. Terms in a Customer purchase order do not apply unless we agree to them in writing.
• Severability and waiver: if any provision is found unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it.
• Electronic records: the Agreement may be accepted and signed electronically, as the Information Technology Act, 2000 permits.

44. Grievance and support mechanism

Support for Customers is provided through the channels and hours described on our Support page and in the Order Form. Administrators should raise operational issues there first, with the severity and the steps to reproduce them.

A complaint about these Terms, the Platform, or the handling of personal data may be sent to the Grievance Officer, Takoriya Technology LLP, by email to jaivik@thefortunetech.com. We acknowledge grievances within two working days and resolve them within one month of receiving them. Privacy grievances are handled as described in our Privacy Policy.

45. Contact information

Takoriya Technology LLP, Mehsana, Gujarat, India. Contact us by email to jaivik@thefortunetech.com. To evaluate the Platform, book a demo or request a quote.