Version 1.1
Effective from Feb 01, 2026
PROVIDER TERMS AND CONDITIONS
(For engagement of providers by MediBuddy)
These Provider Terms and Conditions (“Terms” / “T&C”) govern the engagement between Phasorz Technologies Private Limited, operating under the brand name “MediBuddy”, and the service provider identified in the applicable Service Order (“Provider”). MediBuddy is engaged in the business of providing healthcare services to beneficiaries through its clinical establishment and care pathways. To deliver these services efficiently and at scale, it onboards and empanels Providers (including but not limited to clinics, diagnostic centres) on its panel, who render such services.
MediBuddy and the Provider are individually referred to as a “Party” and collectively as the “Parties”. These Terms together with the applicable Service Order(s) (each, a “Service Order”) are collectively referred to as the “Agreement”. In case of any conflict, the specific terms of the Service Order shall prevail over these Terms, to the extent of such conflict.
TERM OF THE AGREEMENT
This Agreement shall come into force from such date as specified in the Service Order (“Effective Date”) and shall remain in full force unless terminated earlier in accordance with the provisions of this Agreement.
SCOPE & SCHEDULE OF SERVICES
2.1. The Provider acknowledges that its empanelment is to support MediBuddy by widening its reach and enabling timely delivery of healthcare services.
2.2. The Provider shall deliver medical and wellness-related services, including but not limited to health check-ups, Outpatient Department (OPD) consultations, diagnostics, procedures, ambulance support, and wellness centre management, as applicable (“Services”) for individuals referred by MediBuddy (“Beneficiaries”), as more specifically detailed in the Service Order.
PAYMENT TERMS
3.1. In consideration of the Services rendered by the Provider, MediBuddy shall pay the service fees (“Fee”) the amount of which shall be as agreed and detailed in the Service Order. MediBuddy will pay undisputed invoices within sixty (60) days from receipt of the invoice, subject to applicable tax and statutory deductions. Payments will be made based on a summary prepared by MediBuddy, reflecting the reports submitted by the Provider. The Provider is solely responsible for the payment of all applicable taxes, duties, fines, and penalties related to the Services, if any.
3.2. The Provider shall not disclose package rates or collect payments from Beneficiaries unless explicitly authorized by MediBuddy. Invoices must be addressed to MediBuddy and include the agreed rates, PAN, GST number, and bank details for NEFT processing. Invoices for completed health check-ups in the previous month must be submitted by the 5th of each subsequent month to avoid delays. MediBuddy will not be liable for payments related to direct cases without prior written consent.Upon receipt of payment, the Provider shall issue a No Due Certificate to MediBuddy.3.3. The Provider shall ensure accurate tax compliance in respect of all payments and shall bear any additional tax liability, penalty, or interest arising due to its own error, omission, or incorrect classification.
CONFIDENTIALITY
4.1. Confidential Information shall mean,without limitation, all the proprietary information, MediBuddy’s customer data, or data furnished by MediBuddy, its users or its affiliates before or after the Effective Date, including but not limited to, personally identifiable information (PII) and sensitive personal data of MediBuddy’s customers, employees, partners (including employees of partners), price sensitive commercial data, prospective employees, business objective / criteria, employee lists, employee profiles, documentation relating to past, present or future business activities and any other health related information (“Confidential Information”). The Provider shall:
(a) use Confidential Information solely to perform its obligations under this Agreement; and
(b) not disclose confidential Information to any third party without MediBuddy’s prior written consent, except to its personnel on a strict need-to-know basis and under obligations of confidentiality no less stringent than those contained herein.4.2. Any personally identifiable data shared by MediBuddy shall be treated as Confidential Information, and the Provider shall be fully liable for any unauthorized use or disclosure. The Provider shall be fully responsible for any breach of confidentiality by its personnel or subcontractors. MediBuddy shall be entitled to injunctive relief, in addition to any other legal or equitable remedies, in the event of a breach of this obligation.
4.3. The Provider shall not transmit, store, or process any personal or medical data outside India without MediBuddy’s prior written consent. Any data breach or suspected unauthorized access shall be reported to MediBuddy within twenty-four (24) hours of discovery. The Provider shall be responsible for all acts and/or omissions of the third parties where Confidential Information is being shared to provide the Services.
4.4. The obligations under this Clause shall survive termination or expiry of the Agreement.SECURITY AND DATA PRIVACY:
5.1. The Provider shall comply with all applicable Data Protection Laws, including but not limited to the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and associated rules. The Provider shall implement and maintain technical, organizational, and security measures as applicable or an equivalent widely accepted standard to ensure compliance with this Agreement.
5.2. Personal Data shall be processed solely for service delivery and shall not be disclosed or transferred without MediBuddy’s prior written consent.
5.3. The Provider shall maintain accurate records of operations and compliance for a period of eight (8) years or as per Applicable Laws, whichever is higher, and, upon twenty-four (24) hours' notice, permit MediBuddy or its authorized representatives to audit such records and processes relevant to the Services. If discrepancies or overcharges are identified, the Provider shall reimburse MediBuddy accordingly, including audit costs.
5.4. The Provider acknowledges and agrees that, in connection with the provision of Services under this Agreement, it may process Personal Data (as defined under the Digital Personal Data Protection Act, 2023 ("DPDP Act")) on behalf of MediBuddy as a Data Processor (or equivalent role under the DPDP Act). The Provider shall at all times comply with the terms of MediBuddy's Data Processing Addendum ("DPA"), available at <<<>>>, which is incorporated by reference into this Agreement and forms an integral part thereof.
5.5. The Provider represents and warrants that:
a. It shall process Personal Data only in accordance with MediBuddy's documented instructions, the purposes specified in this Agreement, and applicable data protection laws including the DPDP Act;b. It shall implement appropriate technical and organisational measures to ensure the security, confidentiality and integrity of Personal Data;
c. It shall not engage any sub-processor without MediBuddy's prior written consent; and
d. It shall promptly notify MediBuddy of any Personal Data breach or request from a Data Principal and assist MediBuddy in fulfilling its obligations under the DPDP Act.
e. Any breach of this clause or the DPA shall constitute a material breach of this Agreement, entitling MediBuddy to immediate termination and indemnity for all resulting losses, claims, fines or penalties.
INTELLECTUAL PROPERTY
6.1. Each Party shall retain ownership of its respective trademarks, logos, trade names, copyrights, patents, and other intellectual property rights (“IP”).
6.2. Parties shall take written consent from the other Party before using its intellectual property for advertisements, publications, or any other form of publicity.
REPRESENTATIONS, WARRANTIES AND COVENANTS
The Provider represents, warrants and covenants,
7.1. The Provider warrants that it holds and shall maintain at all times valid registrations, licenses, and permits required under the Clinical Establishments Act and other applicable laws.
7.2. that it is in good standing, has full authority to enter into this Agreement, and is in compliance with all Applicable Laws and regulations7.3. MediBuddy’s customers shall be treated equivalent, in all respects to that of the Provider’s own customers, with no distinction or discrimination in the provision of the services, or any other aspect of customer experience.
7.4. that it shall perform its obligations in a professional, workmanlike manner, adhering to industry standards and best practices.
7.5. that only duly qualified and certified personnel of the Provider shall be deployed for the performance of any Services
7.6. that the deployment of any unqualified or uncertified personnel for such Services shall be deemed a material breach of this Agreement, constituting a direct or indirect threat to the Beneficiaries' safety and life, and shall render the Provider liable for all consequences arising therefrom, including but not limited to legal proceedings, penalties, and liabilities under Applicable Laws including but not limited to medical negligence, malpractice, and criminal acts, as may be determined by the competent authorities.
7.7. that the payments charged by the Provider for services provided to MediBuddy customers shall be equivalent to or reasonably lesser than the prices offered by the Provider for the same or substantially similar services, through any other mode or medium, including but not limited to the Provider's own premises, website, mobile application, or any third-party premises, website, mobile application.7.8. that the Provider shall be solely responsible for any errors, omissions, or issues arising from its procedures, processes, or clinical practices.
7.9. that all MediBuddy customers availing services from the Provider shall be automatically eligible for and entitled to the benefits under any existing or future loyalty programs, membership, or rewards programs, by whatever name called, offered by the Provider to its own customers, without any additional cost or registration requirement.
7.10. shall maintain adequate insurance coverage, including general liability, professional indemnity, and employer’s liability, and provide proof to MediBuddy upon request, with prior notice of any changes.7.11. the Provider shall notify MediBuddy in writing within thirty (30) days if it qualifies or becomes qualified as a micro, small, or medium enterprise under the MSME Act, 2006. If the Provider fails to do so, MediBuddy will assume that the Provider does not fall under the MSME Act.
7.12. The Provider shall maintain accurate, complete, and tamper-proof records of all Services rendered under this Agreement and shall provide such records to MediBuddy or regulatory authorities upon request unless deleted basis specific request by MediBuddy or required under the Applicable Law.
7.13. Upon MediBuddy’s request or upon expiry/termination of this Agreement, the Provider shall promptly and irreversibly delete and destroy all personal data (including backups, caches, and logs) obtained or created in connection with the Services and cease all processing. Within 7 (seven) working days, the Provider shall deliver a written certificate, signed by an authorised officer, confirming complete deletion and destruction.
INDEMNIFICATION
8.1. The Provider shall indemnify, defend, and hold harmless MediBuddy and its affiliates, and the respective officers, directors, clients, employees, agents and users of MediBuddy’s portal and application, from and against any, losses, damages, claims, actions, suits, proceedings, judgments, costs, taxes, fines, or penalties and expenses, including attorney’s fees, arising out of and in connection with i) failure or deficiency to perform services under this Agreement, ii) personal injury, death, or damage caused by the Provider’s service, iii) breach of Confidential Information iv) any breach or infringement of any third-party claims, agreements and intellectual property rights, v) any act of omission, negligence, wilful misconduct, fraud, misrepresentation by the Provider; and vi) any actual or potential non-compliance with statutory requirements by the Provider or its personnel. Nothing in this Agreement limits or excludes the Provider’s liability to the extent such liability cannot be excluded under Applicable Law. The indemnities are in addition to other remedies available to MediBuddy
8.2. The Provider hereby agrees that any breach of Clause 7.7, shall constitute a breach under this Agreement and MediBuddy shall be entitled to withhold and/or deduct an amount equivalent to three (3) months of payments otherwise due and payable to the Provider, as a penalty for such breach. This right under this clause shall be in addition to, and not in substitution of, any other rights, indemnities, remedies, or obligations available to MediBuddy under this Agreement or under Applicable Law.8.3. For the purpose of this Agreement, “Applicable Laws(s)” shall mean all laws, statutes, rules, regulations, ordinances, notifications, circulars, bye-laws, directions, and guidelines having the force of law, and all judgments, orders, decrees, or awards of any court, tribunal, or governmental authority, in each case as amended, re-enacted, or replaced from time to time, that are applicable to the Parties, the Services, the personnel, or any data processed under this Agreement, including healthcare/clinical-establishment laws, biomedical-waste rules, drugs and medical-devices norms, AERB requirements (if imaging), and other tax laws, labour laws, and the Digital Personal Data Protection Act, 2023 with its rules.
TERMINATION:
9.1. MediBuddy may terminate the Agreement for convenience by providing thirty (30) days’ prior written notice to the Provider.9.2. Either Party may terminate the Agreement for cause by providing written notice of breach and allowing the other Party ten (10) days to cure such breach. If the breach is not cured within such period, termination shall take effect immediately.
9.3. Notwithstanding the above, MediBuddy may terminate the Agreement with immediate effect by written notice in case of:
(a) a data breach;
(b) fraud;
(c) regulatory non-compliance; or
(d) misconduct and/or negligence, by the Provider or its personnel.9.4. Upon termination or expiry:
(a) MediBuddy’s sole obligation shall be to pay Fee for valid, undisputed invoice(s) for Services rendered up to the date of termination; and
(b) the Provider shall promptly hand over all reports, records, and data related to the Services and provide reasonable transition support for up to two (2) days, if requested by MediBuddy.FORCE – MAJEURE:
10.1. The Parties agree that if the performance by any Party (“Affected Party”) of its obligations under this Agreement is prevented, hindered or delayed in whole or in part by reason of any act, event, circumstances or a combination thereof, including but not limited to act of God, act of war, epidemic or pandemic or quarantine restrictions, flood, fire, earthquake, storm, explosion, or other natural calamities; invasion, armed conflict, terrorism, riot, or civil commotion; strikes, lockouts, or other industrial disturbances; acts, orders, or directions of any governmental or regulatory authority; embargoes, sanctions, or changes in law; failure of utilities, communication networks, or transportation facilities; or any other cause beyond the reasonable control of the Affected Party (each, a “Force Majeure Event”) and provided that the Affected Party has taken reasonable steps to prevent such circumstances by good industry practice or by the exercise of reasonable skill and care, the Affected Party shall be excused from performance of such obligations to the extent it is unable to perform the same on account of such Force Majeure Event.
10.2. Neither Party hereto shall be liable in any manner whatsoever to the other Party in respect of any loss, damage, cost, expense, claims, demands and proceedings relating to or arising out of occurrence or existence of any Force Majeure Event.
ANTI-BRIBERY AND ANTI-CORRUPTION
11.1. The Provider shall comply with the Prevention of Corruption Act, 1988, and all other applicable anti-bribery and anti-corruption laws. The Provider shall not offer, give, solicit, or accept any bribe, gift, or improper payment in connection with the performance of this Agreement. Any breach of this clause shall constitute a material breach entitling MediBuddy to terminate the Agreement with immediate effect.
MISCELLANEOUS:
12.1. Non - Circumvention:
The Provider shall use Confidential Information solely to perform services and shall not circumvent, solicit, or engage directly or indirectly with MediBuddy’s users in a manner that may harm MediBuddy’s business interests.
12.2. Relationship of Parties
The relationship between the Parties is on a principal-to-principal basis. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. The Provider is not authorized to act on behalf of MediBuddy or bind it in any manner whatsoever.
12.3. Assignment and Subcontracting:
The Provider shall not assign or sub-contract its rights or obligations under this Agreement without prior written consent of MediBuddy.
12.4. Notices:
All notices under this Agreement shall be in writing and may be delivered by hand, post, courier, or email as per address mentioned in the Service Order.
12.5. Severability:
If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect.
12.6. Waiver:
No waiver of any breach shall be deemed a waiver of any subsequent breach. Waivers must be in writing and signed by both Parties.
12.7. Non-Solicitation:
During the term, the Provider shall not solicit or employ MediBuddy’s employees or consultants, nor refer them to third parties for employment.
12.8. Amendments:
Any changes or modifications to this Agreement must be made in writing and signed by both Parties.
12.9. Survival:
Obligations relating to confidentiality, data privacy, compliance, and indemnity, shall survive for a period of three (3) years following termination or expiry of this Agreement.
12.10. Governing Law & Dispute Resolution:
This Agreement shall be governed by the laws of India. Courts in Bangalore shall have exclusive jurisdiction. The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or relating to this Agreement (each a "Dispute") through amicable negotiations. Either Party may initiate such negotiations by providing written notice to the other Party, both Parties shall meet within fifteen (15) days to resolve the Dispute.
12.11. Mediation:
In the event of breach of the terms of this Agreement or in the event of any differences or disputes arising between the parties in regard to this Agreement or any matter relating thereto, the same shall be referred for Private Mediation under the Bangalore International Mediation, Arbitration & Conciliation Centre, (BIMACC) Rules by appointing a BIMACC Approved Mediator and effort shall be made to ensure the disputes are resolved within 60 days from the date of first hearing by the Mediator, unless mutually agreed to be extended by all the parties, for such extended term.
12.11. Non-Exclusivity:
This Agreement is non-exclusive. MediBuddy reserves the right to engage other Providers for similar services.
12.12. Publicity:
Neither party shall disclose or publicize the existence or terms of this Agreement without the other’s prior written consent.
12.13. Branding on Reports:
The Provider shall display MediBuddy’s brand logo prominently in the header of lab reports for MediBuddy customers. Provider’s NABL and brand logos shall appear in the footer. Changes to logo placement require mutual written approval. MediBuddy shall not use the Provider’s NABL logo for its own purpose. Upon termination or expiry of this Agreement, the Provider shall immediately discontinue the use of MediBuddy’s brand name, logo, or any other intellectual property in any reports, marketing materials, or communications.
