SOFTWARE SUBSCRIPTION AGREEMENT

This Software Subscription Agreement (“Agreement”) is entered into between:

1. SERVICE PROVIDER

Essential Technical Solutions LLP
(hereinafter referred to as “Essential” or “Provider”)

AND

2. CUSTOMER

The clinic, hospital, medical practitioner, healthcare organization, or business subscribing to the Essential software platform (“Customer”).

1. PURPOSE

This Agreement governs the use of the Essential software platform and related services, including but not limited to:

Clinic management
Patient records management
Appointment scheduling
Billing and invoicing
Communication tools
Reporting systems
AI-assisted features
Additional software modules and integrations
2. ACCEPTANCE OF TERMS

By subscribing to, accessing, or using the Application, the Customer agrees to be bound by this Agreement.

If the person accepting this Agreement is acting on behalf of a clinic or organization, such person confirms that they have the authority to bind the organization to these terms.

This Agreement applies strictly to business and professional use and not for personal consumer use.

3. COMPANY INFORMATION

Essential Technical Solutions LLP is a Limited Liability Partnership registered under the laws of India.

4. SERVICES PROVIDED

Essential provides cloud-based software services through web and mobile platforms.

The services may include:

Electronic medical records
Appointment management
Billing and accounting support
Prescription management
Patient communication tools
WhatsApp integrations
SMS services
AI-assisted tools
Reporting and analytics
Backup and export features

The software is provided as an online subscription service only.

The Customer receives a limited, non-transferable, revocable, non-exclusive right to use the Application during the active subscription period.

5. CUSTOMER RESPONSIBILITIES

The Customer agrees to:

Use the software only for lawful medical and business purposes
Maintain confidentiality of usernames and passwords
Ensure authorized staff use the Application responsibly
Maintain proper patient consent where required
Avoid uploading illegal, offensive, harmful, or copyrighted content without permission
Comply with applicable Indian laws, medical regulations, and data protection obligations

The Customer remains fully responsible for all activities conducted through its account.

6. PATIENT DATA & CONFIDENTIALITY

The Customer retains ownership of all patient records and clinic data uploaded into the Application.

Essential shall:

Keep Customer and patient information confidential
Use reasonable technical and organizational safeguards
Restrict internal access to authorized personnel only
Not sell patient data to third parties
Access Customer data only for support, maintenance, security, legal compliance, or with Customer authorization

Essential may disclose data only where reasonably necessary:

under applicable law,
court order,
police investigation,
cybercrime investigation,
government authority request,
fraud prevention,
or protection of legal rights.

Both parties agree to comply with applicable Indian laws relating to healthcare and data privacy.

7. DATA STORAGE & BACKUP

Essential will take  efforts to maintain secure servers and data protection systems.

However, the Customer acknowledges that:

internet-based services cannot guarantee uninterrupted operation or zero data loss,
and no system can guarantee complete immunity from cyber threats or technical failures.

Customers are responsible to maintain regular exports or independent backups of important records.

Essential shall not be liable for data loss caused by:

internet failures,
malware,
hacking,
ransomware,
server failures,
third-party hosting failures,
power interruptions,
natural disasters,
or events beyond reasonable control.
8. SUBSCRIPTION & PAYMENT

Subscription fees may be charged monthly, quarterly, or yearly as agreed.

Invoices may be delivered electronically through:

email,
WhatsApp,
SMS,
or within the Application.

Payments must be made within the specified due period.

Failure to pay may result in:

reminder notices,
temporary suspension,
or restriction of services until payment is completed.

Essential may revise subscription pricing with at least 30 days prior notice.

9. TERMINATION

The Customer may terminate the subscription at any time.

No refund shall be provided for unused subscription periods unless otherwise agreed in writing.

Essential may suspend or terminate services if:

subscription fees remain unpaid,
unlawful activity is detected,
misuse of the platform occurs,
or there is a material breach of this Agreement.

After termination:

the Customer may export available data within 30 days,
after which Essential may permanently delete inactive data from its systems.

10. SYSTEM AVAILABILITY

Essential will use commercially reasonable efforts to maintain uninterrupted services.

However, temporary interruptions may occur due to:

maintenance,
software upgrades,
internet outages,
hardware failures,
third-party outages,
cyber incidents,
or technical issues.

Planned maintenance will be communicated in advance where reasonably possible.

11. THIRD-PARTY SERVICES

The Application may integrate with third-party services including:

SMS gateways,
WhatsApp services,
payment gateways,
cloud hosting providers,
AI services,
scanner tools,
or external APIs.

Essential is not responsible for:

downtime,
inaccuracies,
interruptions,
failures,
pricing changes,
or security issues caused solely by third-party providers.

Use of third-party services may also be subject to the terms of those providers.

12. INTELLECTUAL PROPERTY

All software, source code, branding, design, interface elements, documentation, and system features belong exclusively to Essential Technical Solutions LLP or its licensors.

The Customer does not obtain ownership rights to the software.

Customer and patient data remain the property of the Customer.

Essential may use anonymized and aggregated statistical information for:

analytics,
performance monitoring,
software improvements,
and system optimization.

Essential shall not use identifiable patient data for marketing purposes without consent.

13. LIMITATION OF LIABILITY

Essential shall not be liable for:

indirect losses,
loss of profits,
business interruption,
reputation damage,
anticipated savings,
or consequential damages.

The maximum total liability of Essential arising out of this Agreement shall not exceed the total subscription fees paid by the Customer during the preceding 12 months.

Nothing in this Agreement excludes liability for:

fraud,
intentional misconduct,
or liabilities that cannot legally be excluded under Indian law.

14. FORCE MAJEURE

Neither party shall be liable for delay or failure caused by events beyond reasonable control, including:

natural disasters,
floods,
fires,
war,
riots,
government restrictions,
pandemics,
cyber attacks,
internet failures,
labor strikes,
or power outages.

15. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by the laws of India.

Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in:

Malappuram, Kerala, India

16. CHANGES TO TERMS

Essential may update or modify these terms from time to time.

Updated terms may be communicated through:

email,
website notice,
WhatsApp,
or notifications within the Application.

Continued use of the Application after such updates constitutes acceptance of the revised terms.

17. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between the parties regarding use of the Application and supersedes all previous communications or understandings relating to the same subject matter.

Any additional custom terms must be agreed in writing by both parties.

18. CONTACT INFORMATION

Essential Technical Solutions LLP
Malappuram, Kerala, India

Phone 8714121636

ACCEPTANCE

By subscribing to or using the Application, the Customer confirms that they have read, understood, and agreed to this Agreement.
Date: May 2026