Terms and Conditions

1. We offer certain medical devices including chest belts and sensors for monitoring heart rates (“Heart Rate Devices”), vitals measuring instruments, consumables, networking devices and dashboard, device embedded firmware (collectively referred to as “Hardware”); cloud software and networks that enables flow of data from hardware to the server (“Software”); The Hardware and Software together shall be referred as “Devices” which shall be used to provide Monitoring Services (defined below), Hosted Services (defined below), premise installation services, training, support & maintenance, allied services in relation to the Hardware and Software [hereinafter collectively referred as “Services”].
2. The Devices are provided on a rental basis to You for such Service Fee calculated per Device provided to You for availing the Services.
3. You shall be solely responsible for billing the respective patients with respect to whom Monitoring Services are used by You for medical treatment of Patient(s). We shall not reduce or provide any discount on the Service Fee for any reason whatsoever, including if You fail to bill a Patient for the services rendered to them.

1. Subject to the terms of this T&C, We shall provide the Services to the You in lieu of Service Fee as agreed under the relevant Invoice.
2. Any changes to the scope of Services shall be agreed by Parties in writing and shall form part of this T&C. We may extend its Service to Your branches or affiliates on such requests, in terms mutually agreed by Parties.
3. The Customer agrees and acknowledges that the Company shall provide the Devices as may be appropriate for rendering the Services on a rental basis to the Customer.
4. We shall deliver the Hardware to You and facilitate the system and network infrastructure to support the Services at its own cost, and the risk of loss or damage of Hardware shall pass to You upon such delivery. Parties acknowledge that such delivery shall not be construed as sale as it is rented for performance of the Services.
5. We shall undertake on-site installation services in relation to the Services provided to You. You acknowledge that You are equipped with an internet connection with speed in excess of 20 mbps and We are permitted to access an adequately secured site for the purpose implementation of the same.
6. We shall provide a trained resource at such locations specified by You where Services shall be rendered, who will train and impart knowledge to Your authorised representatives regarding the usage of the Hardware for a period of 8 weeks from the date of delivery of the Hardware, unless agreed otherwise by the Parties in the Invoice. You agree and acknowledge that Lifesigns and its employees have no privity with the Patient and shall not be obliged to provide any instruction or communication or support to the Patient in relation to the Services, and shall not be liable for the clinical outcome of the Patient in connection with the use of Services.
7. Subject to terms of this T&C, We shall monitor the real time data of the Patients on 24/7 basis by Our central monitoring team (CMT)(Monitoring Services), and We shall send timely alerts to You based on the threshold set by You for a period of 4 weeks from the date of the deployment of the Hardware. We shall also set up all credentials and assist You to set up groups based on location and clinical condition. You are required to specify the threshold for the vital of each Patient and also provide alert destinations to which alerts need to be pushed if these thresholds are breached. If You desire to avail the Monitoring Services after the timeline as mentioned above, such services shall be rendered Lifesigns on the terms mutually agreed between the Parties in writing.
8. You acknowledge that the Software is hosted in a cloud-based environment in a highly secure data centre. You shall be provided access of the Hosted Services through appropriate communication channels and grants a non-exclusive right to access and use the Hosted Service during the term of this T&C. You acknowledge that Hosted Services are online, subscription-based products and that You shall be bound by the terms and conditions of such Hosted Services. “Hosted Services” shall mean the third party hosted or cloud-based services used by Lifesigns for the deployment of the Software.
9. We shall provide protocol documents for efficient use of the Services by the You.
10. All assets deployed at Your premises by Lifesigns will remain the property of Lifesigns and is provided on a rental basis.
11. We shall bear the cost of maintenance of Hardware and Software.

You agree and acknowledge that:

1. You shall onboard all Patients under Lifesigns monitoring in nexus monitoring dashboard.
2. You shall take responsibility for all the medical/non-medical devices provided by Lifesigns and exercise due care in handling them.
3. It shall be Your sole responsibility to manage the Hardware provided on rent hereunder.
4. Any down time due to internet connectivity issue will be under Your scope.
5. You will provide infrastructure facility including space to install server in server room, switch rack on dedicated floors, monitors or display device at nursing station, charging station to charge 20 devices at a time and internet connectivity to provide Services.
6. You shall be responsible to pay for the entire cost of the Devices if the same gets lost.
7. You shall provide dedicated storage space for safekeep of devices within the hospital premises.
8. You shall provide seating space for personnel deployed by Lifesigns for the purpose of training, supporting and handholding Your personnel.

You agree to use the Hardware in the manner as provided in the Documentations and as per the information leaflet. You understand that the companion device of the Hardware measures NIBP and SpO2 at specified intervals and it runs on a rechargeable battery which lasts for about 50 NIBP readings. You agree that it shall only use the accessories provided by You in relation to the Hardware, failing which We shall not be liable for any damages to the Hardware. You shall be fully responsible for any accidental damages to the Hardware and the same shall be replaced at Your request at its actual cost.

1. The fee for the Services (“Service Fees”) shall be as set forth in the relevant Invoice. We shall raise an invoice on monthly basis to You (“Invoice”), and You shall pay the said Service Fee as agreed under the relevant Invoice.
2. We shall raise an Invoice to You on or before 5th of every consecutive month.
3. The Service Fees shall be calculated per Hardware provided which shall be irrespective of the number of Patients with respect to whom the Hardware is being or has been used.
4. We shall have the right to suspend the Services by giving a notice of 10 days if the You fail to pay two Invoices consecutively, without prejudice to any other rights that Lifesigns has under law or equity.

1. The Heart Rate Devices supplied by Lifesigns shall not ordinarily be subject to replacement. However, replacement may be considered only where a Heart Rate Device is determined by Lifesigns, in its sole discretion, to be defective and incapable of being rectified through repair. In such event, Lifesigns may, at its discretion, replace the affected Heart Rate Device. Our determination in this regard shall be final and conclusive.
2. We shall not be responsible for the defects arising out of (i) the failure to follow operation instructions whether given oral or under the Documentation, (ii) improper storage at Your location or (iii) circumstances that were beyond the reasonable control of either Parties (iv) the acts or omissions committed by You and/or Your Patients which is not in compliance with the instructions provided by Lifesigns. If You discover any other defects pertaining to the Hardware, the same may be resolved mutually between the Parties, provided We are satisfied that the defects are solely from faulty design, materials or workmanship.
3. Any product warranty claim by You shall be notified to Lifesigns within six (6) hours from the knowledge of such issue. We shall resolve the same as may be mutually agreed between the Parties, provided We are satisfied that the cause of claim is not directly attributable to any Your action(s) or omission(s).
4. Except as expressly set forth herein, We disclaim all warranties to You and all third-parties, express, implied, statutory or otherwise, including, without limitation, with respect to the Services, (and all portion or components thereof), any statement of work, if any including but not limited to implied warranties of merchantability, non-infringement, and fitness for particular purpose.
5. We do not warrant that the operation of the deliverables or output of Services will be uninterrupted and/or error-free and such Services will meet Your requirement. All warranties provided herein are personal to and are intended solely for Your benefit and do not extend to any third party or to any third- party materials or other materials given by Lifesigns to You outside this T&C. No warranty is given for any third-party hardware, software, materials or tools, etc. Notwithstanding any other provision of this T&C, We shall not be liable under any circumstances for any loss, harm, penalty, claim, or liability (whether direct, indirect, or consequential) arising out of or in connection with: a) Failure to review outputs: Any damage, clinical adverse event, or loss resulting from the Your or Your personnel's failure to review, verify, or approve any data output prior to use or sharing with patients, or incorporation into patient records; b) Absence of patient consent: Any claim, regulatory action, or penalty arising from the Your failure to obtain lawful and informed patient consent prior to recording, processing, or using patient data through the Services; c) Clinical decisions: Any clinical decision, prescription, diagnosis, or treatment recommendation made by a healthcare professional that is based on, influenced by, or derived from an output that was not independently verified by such professional; d) Unilateral use of Output: Any harm resulting from sharing any output to a patient, third party without a qualified healthcare professional's review. The Parties expressly acknowledge that the Hardware and Software functions as a clinical decision-support tool only and does not constitute the practice of medicine. We are a technology provider and bear no clinical, regulatory, or legal responsibility for Your clinical operations or patient care decisions.

You represent, warrant, and covenant to Lifesigns that You shall: (a) procure the Services exclusively from Lifesigns during the Term of this T&C; (b) not make or attempt to make any representation to any party that You are an agent or reseller of Lifesigns and shall not by any actions or omissions by it or its representatives, bring the name or reputation Lifesigns into disrepute or prejudice the interest of Lifesign’s business; (c) not use Lifesign’s name, trademarks, or refer or mention this T&C, or any related transaction, in any manner, without securing written approval of Lifesigns; (d) comply with all applicable laws; (e) not use the Hardware to provide service bureau, time-sharing, or other computer services to third parties, directly or indirectly permit any other person or entity to have access or use of the Hardware or Software, reverse engineer the same or other associated software and/or modify or prepare any derivative works of the Hardware or Software or other associated software; (f) not abuse, hack, attack, interfere with, gain unauthorized access to, or disrupt the Software or use the Software to infringe on the intellectual property or privacy rights of others or do anything contrary to this T&C; (g) not access/use the Hardware or Software in a way that could violate applicable law, or in any manner not expressly authorized by Lifesigns under this T&C or in a separate written agreement (h) have right to use the Devices as a mere bailee only during the Term and that Lifesigns retains title of ownership over the Devices (i) not offer or purport to sell, assign, sub-let, lend, pledge, mortgage let or hire or otherwise part with personal possession or otherwise deal with the Devices or alter or make any addition or alteration to, or repair of, the Devices.

1. You agree that We are the exclusive owner of all rights, including, without limitation, all Intellectual Property Rights (defined below), in and to the Hardware and Software. “Intellectual Property Rights” include all legal rights registered or not to ideas, inventions, technical information, data, know how, and similar creations, encompassing patents, utility models, copyrights (including layout-designs), trademarks, trade secrets, industrial designs, and related protections.
2. You shall not copy or modify, alter any portion of the Hardware or Software independently and/or to assign or transfer the license granted hereunder to any other third party or vendor in any manner whatsoever.
3. All rights not expressly granted above are retained by Lifesigns. You shall only have the right to use the Services as per the licenses granted hereunder and any use additional to that expressly granted above requires arrangement for payment of a separate sum as may be directed by Lifesigns from time to time.
4. You shall not a) derive any Intellectual Property Rights in the Services, b)derive any right to prepare any derivative works from the Services; c) rent, lease, loan, sell or otherwise distribute the Hardware or Software; d) reverse engineer, decompile or otherwise attempt to derive or modify the Hardware or Software; and e) derive any rights with respect to the Software other than the rights expressly set forth herein.
5. Subject to the terms of this T&C and further restrictions that may be placed by Lifesigns, We grant to You a non-exclusive, non-transferable, fully paid up, non-assignable, limited right and license to use the Hardware and Software solely for Your internal use and business purposes and expressly and solely in connection with Your satisfaction of its obligations as agreed under this T&C and not for any other purpose. The license granted hereby will commence on the Effective Date and continue during the Term of the T&C, unless sooner terminated hereunder.

1. Either Party shall keep confidential any and all information, whether marked confidential or not of the other Party, exchanged by any medium pursuant to this T&C (“Confidential Information”) and the receiving party shall refrain from discussing any such information of the disclosing party with any third party. All Confidential Information shall remain confidential and the proprietary of the disclosing party and no part or whole of the Confidential Information shall be reproduced or published by the receiving party in any form or by any means without the express written authorization of the disclosing party. The Receiving Party shall protect the Disclosing Party’s Confidential Information with the same level of care it uses for its own confidential information, but never less than a reasonable standard.
2. The receiving party shall return all Confidential Information of the disclosing party upon termination of this T&C, or request of the disclosing party.
3. Upon any unauthorized disclosure or use of disclosing party's Confidential Information, the receiving party shall immediately notify the disclosing Party and take all reasonable steps to mitigate the impact and prevent further unauthorized disclosure or use.
4. The confidentiality restrictions do not apply to information that (i) becomes public through no fault of the receiving party; (ii) is obtained from another source without restriction; or (iii) was already independently possessed or developed by the receiving party. Further, if legally compelled to disclose Confidential Information, the receiving party may disclose the same and promptly notify the disclosing party of such disclosure and, at their expense, assist in seeking a protective order.

To the extent that We receive any Personal and Sensitive Data (defined below), as a result of this engagement, We will (a) not disclose or use any Personal and Sensitive Data except to the extent necessary to carry out its obligations herein, (b) not disclose Personal and Sensitive Data to any third party, without Your prior written consent, (c) employ administrative, technical and physical safeguards to prevent unauthorized use or disclosure of Personal and Sensitive Data. We shall ensure that the Personal and Sensitive Data collected is kept secure and in an encrypted form as may be mutually agreed between the Parties. We shall use the best available security practices and systems applicable to the use of the Personal and Sensitive Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of such Personal and Sensitive Data, (d) promptly provide such information regarding its privacy and information security systems, policies and procedures as You may request relating to its due diligence and oversight obligations under applicable laws, (e) If any actual or apparent theft, unauthorized use or disclosure of any Personal and Sensitive Data of disclosing party, immediately commence all reasonable efforts to investigate and correct the causes and remediate the results thereof, and (f) as soon as practicable following discovery of any event described in sub-clause (e) hereof, provide Lifesigns a notice thereof, and such further information and assistance as may be reasonably requested. “Personal and Sensitive Data” shall mean any information handled by Lifesigns under this T&C which is relating to an identified or identifiable natural person including but not limited to such as a name, an identification number, physical, physiological, genetic, mental, economic, financial, cultural, or social identity/data of that natural person and any other identifiers and any other sensitive/personal information as defined under the Digital Personal Data Protection Act 2023 (“DPDPA”) and its rules.

To the extent You are the Data Fiduciary as per the DPDPA, You shall be solely responsible for obtaining all necessary consents from patients prior to using the Hardware and Software to record, process, or analyse any medical information of the patients. This includes, without limitation, obtaining informed consent for recording the vitals, data processing, and any automated clinical documentation in accordance with applicable laws, including the DPDPA, and any applicable healthcare regulations. We shall have no liability, obligation, or responsibility for any claim, loss, regulatory action, or penalty arising from Your failure to obtain adequate patient consent prior to availing of the Services. Our Services do not constitute or imply any representation that the Services is compliant with patient consent requirements in any specific clinical setting, and You shall independently ensure such compliance.

1. You shall indemnify Lifesigns and hold Lifesigns indemnified and harmless against all costs, expenses, claims losses, arising out of any claims pertaining to any breach of its obligations under this T&C.
2. We shall not be liable to You for any losses, liabilities, damages and claims that are indirect (including loss of profit or business, loss of goodwill or reputation, loss of data), incidental, consequential, punitive, special or exemplary in nature that arise out of or related hereto in any causes of any kind, even if advised of or is aware of, the possibility of such damages. Subject to this clause, Our total aggregate liability to You shall be limited to the aggregate amount of immediately preceding 6 months of the Service Fee actually paid by You under which such liability arose.

1. The term of this T&C shall commence on the date on which the relevant Invoice is signed by You (Effective Date) and shall continue to be valid, unless terminated in accordance with terms of this T&C (“Term”). Either Party shall not terminate the T&C for a period of 3 months from the Effective Date (“Lock-in Period”).
2. We may terminate this T&C upon giving the Customer 30 days’ notice:(a) if You do not pay the Service Fee, which is accrued for more than thirty (30) days from the due date as per the invoice(s) and (b) without assigning any reason in advance. Subject to Lock-in Period, either Party may terminate this T&C on immediate effect, in the event of a material breach of this T&C, which goes uncured for 15 business days after written notice. The termination of this T&C shall not affect any right accrued to any Party against the other Party, prior to such termination.
3. Upon termination or expiration of this T&C, Your right and license to use the Devices shall be terminated and You shall: (a) immediately cease using the Services; (b) erase the Software from the storage in each computer system in which it has been installed; (c) maintain in confidence all knowledge of the Software and its use as provided hereunder; (d) return to Lifesigns the Devices in the same condition as it was delivered to You (reasonable wear and tear excepted ), at Your own cost within 30 days of the expiry of such expiration or termination (e) not use or authorize the use by others of the Hardware beyond the expiration or termination of this T&C (f) be responsible, at its own cost, for de-installing any data placed into the Software (g) return or, upon request, destroy, any Confidential Information in Our possession. You shall not be entitled to any refund of the Service Fee paid.

1. This T&C shall be subject to Indian Laws and the courts in Chennai shall have exclusive jurisdiction.
2. All disputes arising under this T&C shall be resolved in terms of the provisions of the Arbitration and Conciliation Act, 1996 by a single arbitrator mutually appointed by the Parties. The seat and venue of Arbitration shall be Chennai, India and the language shall be English.
3. Neither Party shall be in default or otherwise liable for any delay in or failure of its performance under this T&C where such delay or failure arises by reason of any Act of God, or any governmental body, strike or labour dispute, act of terrorism, pandemic, epidemic, lockdown, or other cause beyond the control of such party (a “Force Majeure Event”). On a Force Majeure Event, the non-performing party will be excused from default of its obligations hereunder directly affected by the Force Majeure Event and only for as long as such Force Majeure Event continues. The Party delayed by a Force Majeure Event will promptly notify the other Party by telephone or other reasonable and appropriate means (to be confirmed in a written notice within five (5) business days of the inception of such delay). If any Force Majeure Event(s) results in a delay in performance of more than five (5) business days or such longer period as the parties may agree, the Party not affected by a Force Majeure Event may immediately terminate this T&C.
4. Any provision herein that contemplates performance or observance subsequent to termination or expiration of the T&C (including confidentiality and Personal Data protection and limitation of liability) will survive termination or expiration of the T&C, as applicable, and continue in full force and effect thereafter.
5. Unless approved in writing by Lifesigns, during the Term and for a period of one (1) year thereafter, You shall not directly or indirectly solicit employees of Lifesigns who have been actively involved with respect to the rendering of the Services under this T&C to undertake employment with it or any affiliate.
6. This T&C is on principal-to-principal basis, and nothing contained in this T&C or otherwise shall be deemed to create any partnership, joint venture, or employee/employer relationship between the Parties.
7. Any notice required under this T&C will be effective and sufficient if given in writing and delivered by registered mail or by overnight courier of general commercial use and addressed as set forth in the Invoice.
8. If one or more provisions of this T&C are held to be void, voidable, illegal, or otherwise unenforceable under applicable law, such provision shall be excluded from this T&C and the remainder of this T&C shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.
9. No delay or failure to exercise any right or remedy constitutes a waiver. Any modification or amendment of any of the terms of this T&C shall be valid and binding only if done by a written document signed by or on behalf of the Parties hereto.
10. This T&C shall be binding upon, inure to the benefit of, and be enforceable by the Parties, their successors, and their permitted assigns.
11. Neither Party shall be entitled to assign, sub-let, or otherwise transfer this T&C whether in whole or in part to any third party without the prior written consent of the other Party.
12. Nothing in this T&C creates or is intended to create any right enforceable by any person not a party to this T&C.
13. The rights and remedies available to Lifesigns under this T&C are cumulative and in addition to (and are not to be construed in any way as a limitation of) any rights and remedies available to Lifesigns, including but not limited to any equitable relief, available to it under applicable law.
14. It is expressly agreed that, in addition to any other remedy to which We may be entitled under this T&C, at law or in equity, We shall be entitled to injunctive relief to prevent breaches of the provisions of this T&C and to specifically enforce the terms and provisions hereof in any action instituted in any court of any state or country having subject matter jurisdiction thereof.
15. You agree that You shall not use the name, logo, or trademark of Lifesigns unless it obtains prior written approval from Lifesigns.
16. This T&C along with the Invoices raised by Lifesigns constitutes the entire agreement between the Parties with respect to the subject matter hereof.
17. The headings of the clauses of this T&C are included for reference purposes only and are not intended to be a part of this T&C or in any way to define, limit or describe the scope or intent of the particular provision to which they refer.