01.Corporate Contracting & Invoicing Entity
MedOpera is an enterprise software product developed, owned, maintained, and operated solely by DigiOpera Private Limited (“DigiOpera”, “Company”, “Licensor”), a company incorporated in India under the Companies Act, 2013.
All commercial agreements, subscription proposals, service orders, renewals, SLAs, bank remitting instructions, and tax invoices are contracted with and issued exclusively by DigiOpera Private Limited. MedOpera is a product and brand name and does not constitute a separate legal, fiscal, or corporate entity.
By executing an Order Form, signing a Master Service Agreement, or accessing the MedOpera software console, the subscribing healthcare establishment (“Customer”, “Subscriber”, “Hospital”) enters into a legally binding contract with DigiOpera Private Limited.
02.Scope of Enterprise Software License
Subject to timely payment of subscription fees and adherence to this Agreement, DigiOpera Private Limited grants to Customer a non-exclusive, non-transferable, revocable enterprise license to:
- Access and utilize the MedOpera clinical and administrative cloud suites across Customer’s authorized hospital branches, inpatient beds, and outpatient consultation chambers as specified in the applicable commercial Order Form.
- Provision authorized staff accounts (administrators, clinicians, consultants, resident medical officers, nurses, pharmacists, laboratory technicians, and cashiers) subject to role-based access restrictions.
- Integrate authorized medical equipment (pathology auto-analyzers, DICOM modalities, digital thermal prescription printers) via approved MedOpera API interfaces and hardware gateways.
Customer shall not reverse engineer, decompile, disassemble, rent, lease, sub-license, white-label, or create derivative works of MedOpera without prior express written consent from DigiOpera Private Limited.
03.Commercial Terms, GST Invoicing & Tax Deductions (TDS)
Invoicing Cadence & GST Details: All subscription charges, implementation fees, and recurring bed-tier tariffs are billed by DigiOpera Private Limited. Tax invoices are issued electronically in accordance with Rule 46 of the CGST Rules, bearing the legal corporate name, registered office address, and GSTIN of DigiOpera Private Limited under appropriate Service Accounting Codes (SAC 997331 / 998313). Applicable Goods and Services Tax (GST) is levied at the statutory rate (currently 18%).
Payment Timelines: Unless otherwise agreed in a customized Order Form, invoices are payable within fifteen (15) calendar days of invoice generation (“Net 15”). Payments must be remitted via NEFT, RTGS, IMPS, or approved corporate bank gateways directly to the designated commercial bank account of DigiOpera Private Limited.
Tax Deducted at Source (TDS): If Customer is legally mandated to deduct tax under Section 194J of the Income Tax Act, 1961, Customer shall deduct TDS at the prevailing statutory rate, remit the same to the Central Government within prescribed timelines, and furnish valid quarterly Form 16A certificates in the name of DigiOpera Private Limited.
Late Interest & Grace Period: Overdue commercial balances beyond 30 days shall accrue interest at 1.5% per month or the highest statutory rate permitted by law. DigiOpera reserves the right to suspend non-critical administrative portals after a formal 14-day written cure notice.
04.Clinical Decision Support & Medical Practitioner Disclaimer
MedOpera is a healthcare administrative workflow, electronic medical record, and clinical decision support tool. It is NOT a registered medical practitioner, diagnostic authority, or autonomous clinical entity.
All automated safety gates (including QTc prolongation warnings, drug-allergy contraindication alerts, LASA drug prompts, pediatric dosage calculators, and laboratory critical panic range flags) are designed solely as auxiliary cognitive aids to assist qualified healthcare professionals.
The primary, final, and non-delegable clinical judgment regarding patient diagnoses, drug prescriptions, surgical interventions, discharge decisions, and therapeutic regimens rests exclusively with the attending licensed medical practitioners, surgeons, and healthcare personnel employed by or affiliated with the Customer. DigiOpera Private Limited disclaims all liability for clinical malpractice, erroneous clinician prescribing, or patient diagnostic outcomes.
05.Service Level Agreement (SLA) & 99.9% Cloud Uptime
DigiOpera Private Limited commits to delivering an enterprise-grade cloud operating environment for hospital critical operations:
Excludes pre-announced scheduled maintenance windows and force majeure telecommunication blackouts.
Conducted exclusively during off-peak hours (Sunday 02:00 AM – 04:00 AM IST) with 72-hour advance administrative notice.
Target response time: under 30 minutes; 24/7 dedicated telephone engineering hotline.
Recovery Point Objective (RPO) ≤ 15 minutes; Recovery Time Objective (RTO) ≤ 2 hours for catastrophic database failover.
06.Intellectual Property Rights & Hospital Data Ownership
DigiOpera Intellectual Property: DigiOpera Private Limited retains absolute, exclusive, and unencumbered worldwide ownership of all intellectual property rights in and to the MedOpera platform, including all source code, database architectures, algorithmic workflows, user interface designs, machine learning models, documentation, APIs, trademarks, logos, and brand assets.
Hospital Data Ownership: Customer retains 100% complete, sovereign, and exclusive ownership of all clinical, patient, diagnostic, and financial data ingested into or generated within its tenant instance (“Customer Data”). DigiOpera acquires no proprietary interest or copyright in Customer Data.
07.Hospital Operational & Ethical Obligations
The Customer covenants and agrees to:
- Maintain confidential management of user credentials, enforce Multi-Factor Authentication (MFA) for administrative accounts, and promptly deactivate credentials of departing staff members.
- Ensure all medical practitioners utilizing MedOpera hold valid, active registrations with the National Medical Commission (NMC) or appropriate State Medical Councils.
- Provide adequate local IT infrastructure (stable broadband internet, modern standards-compliant web browsers, and battery backup/UPS for critical nursing and emergency workstations).
- Ensure patient consent is duly procured in compliance with the Digital Personal Data Protection Act 2023 and the ABDM Health Data Management Policy prior to digital health record linking.
08.Data Portability, Exit Handover & Zero-Hostage Guarantee
DigiOpera Private Limited strictly upholds an anti-vendor-lockin principle. In the event of contract expiry or mutual termination:
• Structured Export: DigiOpera shall provide Customer with a complete, structured export of its patient medical database, prescription logs, diagnostic reports, and financial ledgers in open, industry-standard formats (JSON, CSV, PDF, and HL7 FHIR bundles) within thirty (30) calendar days of written request.
• Zero Data Hostage: DigiOpera shall never withhold, encrypt, or hold hostage patient clinical data as leverage in commercial disputes, subject solely to Customer settling undisputed cloud hosting and extraction engineering costs.
09.Term, Renewal & Termination Protocols
• Subscription Term: The initial subscription period shall be specified in the commercial Order Form (typically one or three years) and shall renew automatically unless either party provides written notice of non-renewal at least sixty (60) days prior to term expiration.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach (including non-payment beyond cure periods or willful violation of data privacy laws) that remains uncured for thirty (30) days following formal written notice.
• Post-Termination Clinical Archival: Following completion of the 30-day export window, Customer tenant data will be placed into encrypted cold-storage archival and purged in accordance with statutory retention schedules and written agreement.
10.Limitation of Liability & Mutual Indemnification
Aggregate Financial Cap: To the maximum extent permitted by applicable Indian law, the maximum aggregate commercial liability of DigiOpera Private Limited arising out of or related to this Agreement—whether in contract, tort, negligence, or otherwise—shall be strictly limited to the total subscription fees actually paid by Customer to DigiOpera Private Limited in the twelve (12) months preceding the incident giving rise to liability.
Consequential Damages Exclusion: Neither party shall be liable for indirect, incidental, punitive, special, or consequential damages, including loss of hospital revenue, loss of commercial goodwill, or business interruption.
11.Governing Law & Sole Dispute Resolution Jurisdiction
This Agreement shall be construed, interpreted, and governed in accordance with the substantive laws of the Republic of India without reference to conflict of law principles.
• Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to and finally resolved by binding arbitration conducted under the provisions of the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually agreed between DigiOpera Private Limited and Customer.
• Seat & Venue: The seat and legal venue of arbitration shall be Gurugram, Haryana / New Delhi, India, and the proceedings shall be conducted in the English language.
• Exclusive Court Jurisdiction: Subject to arbitration, the courts situated in Gurugram, Haryana shall have exclusive territorial and subject-matter jurisdiction.
12.Entire Agreement & Legal Enquiries
This Agreement, together with the executed Order Form, Data Processing Agreement (DPA), and Service Level Agreement, constitutes the entire understanding between the parties regarding the MedOpera platform and supersedes all prior oral or written discussions, representations, or marketing collateral.