Terms of Service

1. Definitions

• "Company", "PharmIT", "we", "us", "our" — PharmIT Services Private Limited, a company incorporated under the Companies Act, 2013, with registered office at No. 1362, Sri Bhuvaneshvari Complex, 3rd Floor, East End Main Road, Jayanagar 9th Block, Bengaluru, Karnataka 560069, India.
• "Platform" — the PharmIT software-as-a-service platform, websites at https://pharmit.live and *.pharmit.live, mobile applications, APIs, and related services.
• "Tenant", "Customer", "you", "your" — the legal entity (typically a pharma distributor, C&F agent, super stockist, retail pharmacy, or chain) on whose behalf the Platform is used.
• "Authorised User" — an individual authorised by the Tenant to use the Platform on the Tenant's behalf.
• "Tenant Data" — data, including personal data, that the Tenant or its Authorised Users upload, generate, or transmit through the Platform.
• "Affiliate" — any entity that controls, is controlled by, or is under common control with a party.

2. Account, eligibility, and authorisation

• You warrant that you are at least 18 years old, of sound mind, legally competent, and authorised to bind the Tenant entity.
• You warrant that you hold all required regulatory authorisations to operate a pharma business in India, including but not limited to drug licences (Form 20B / 21B / 20F / 21F as applicable), pharmacy registration, GSTIN, PAN, and TAN.
• You are responsible for maintaining the confidentiality of credentials and for all activity under your account. We are not liable for any loss arising from your failure to safeguard credentials.
• We may verify your drug-licence and registration documents and may suspend or terminate the account if verification fails. Document verification by us is for our internal risk-management only and is not regulatory certification.

3. Licence to use the Platform

Subject to these Terms and timely payment of fees (where applicable), we grant the Tenant a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Term. The licence is limited to the Tenant's internal business operations.

You will not, and will not permit any third party to:

• Reverse-engineer, decompile, or attempt to derive source code from the Platform
• Resell, rent, lease, or otherwise commercialise the Platform without our written agreement
• Use the Platform to build a competing product or to benchmark against a competing product
• Remove, alter, or obscure copyright, trademark, or proprietary notices
• Bypass usage limits, abuse the Platform, or perform load / penetration testing without prior written consent
• Use the Platform in violation of applicable laws — see the Acceptable Use Policy

4. Tenant Data ownership and licence to us

You retain all rights, title, and interest in Tenant Data. You grant the Company a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display, and process Tenant Data solely as necessary to provide the Platform, perform support, and meet legal obligations. The data-processor terms governing this licence are in the Data Processing Agreement.

You warrant that (a) you have the right to upload Tenant Data, (b) Tenant Data does not infringe any third-party right, (c) you have obtained all consents required under the DPDP Act 2023 from the data principals whose data you upload, and (d) you will not upload illegal content.

5. Fees and taxes

• Subscription fees, if applicable, are as set out in the Order Form or the Tenant's account screen at the time of subscription.
• Fees are exclusive of GST and other applicable Indian taxes; we will charge GST on the Tenant's GSTIN.
• During an "Early Access" period when fees are set to ₹0.00, the Platform is provided free of charge but the Company may, on at least 60 days' written notice, transition to paid plans. Continued use after the notice period constitutes acceptance of paid plans.
• Late payments accrue interest at 18% p.a. or the maximum permitted by law, whichever is lower.
• All fees are non-refundable except as expressly set out in the Refund Policy.

6. Warranties — and what we DO NOT warrant

We warrant that:

• We have the right to grant the licence in §3
• The Platform will substantially conform to its public documentation, when used as documented
• We will use reasonable security practices consistent with the IT (Reasonable Security Practices) Rules, 2011 and applicable industry standards

EXCEPT AS EXPRESSLY STATED ABOVE, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted by law, we disclaim all other warranties, express, implied, statutory, or otherwise, including:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Any warranty that the Platform will be uninterrupted, error-free, secure against all attacks, or free of harmful components
• Any warranty as to the accuracy, completeness, or reliability of AI-generated outputs (rate suggestions, product matching, compliance hints) — the Tenant is solely responsible for verifying AI outputs before relying on them, particularly in clinical, regulatory, financial, or pricing contexts
• Any warranty that the Platform satisfies the Tenant's specific regulatory obligations under the Drugs and Cosmetics Act, GST Act, or any other law — compliance is the Tenant's responsibility; the Platform provides tools, not certification
• Any warranty regarding third-party services integrated into the Platform (e.g., Razorpay, NIC GSP, ZeptoMail, AI providers)

7. Limitation of liability

IMPORTANT — READ CAREFULLY:

• To the maximum extent permitted by law, the aggregate liability of the Company, its Affiliates, directors, officers, employees, agents, and licensors for any and all claims arising out of or relating to these Terms or the Platform (whether in contract, tort including negligence, statute, or otherwise) is capped at the lesser of (a) the total fees paid by the Tenant to the Company in the six (6) months preceding the event giving rise to the claim, or (b) ₹50,000 (Indian Rupees Fifty Thousand).
• In no event will the Company, its Affiliates, directors, officers, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, exemplary, punitive damages, or any loss of profits, revenue, business, goodwill, anticipated savings, contracts, data, or use, even if advised of the possibility of such damages.
• The Company is not liable for any loss arising from regulatory non-compliance, Drugs & Cosmetics Act enforcement actions, GST disputes, or any other regulatory or statutory action against the Tenant; such liability is the Tenant's sole responsibility.
• The Company is not liable for any loss arising from third-party services, internet connectivity, data-centre outages, force-majeure events, or actions of governmental authorities.
• Nothing in this clause limits liability that cannot be limited by Indian law (e.g., death or personal injury caused by gross negligence, fraud, or wilful misconduct).

8. Indemnification by the Tenant

You agree to defend, indemnify, and hold harmless the Company, its Affiliates, subsidiaries, parent companies, directors, officers, employees, contractors, agents, and licensors (the "Indemnified Parties") from and against any and all claims, demands, suits, judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your or your Authorised Users' use of the Platform
• Your breach of these Terms, the Acceptable Use Policy, or applicable law
• Tenant Data — including any allegation that Tenant Data infringes a third-party right, was uploaded without lawful basis, or violates the DPDP Act 2023
• Any pharma-regulatory action, investigation, penalty, or enforcement directed at you, including under the Drugs and Cosmetics Act, the Pharmacy Act, the Narcotic Drugs and Psychotropic Substances Act, or the Drugs (Prices Control) Order
• Any GST, income-tax, or TDS dispute relating to your operations
• Any prescription, batch, expiry, or schedule-drug record discrepancy that originates from your data
• Any dispute between you and your retailers, customers, employees, or contractors

This indemnity survives termination of these Terms.

9. Protection of subsidiaries, affiliates, and personnel

The protections, exclusions, limitations, indemnities, and benefits granted to the Company under these Terms also extend, as third-party beneficiaries entitled to enforce them directly under §39 of the Indian Contract Act 1872, to:

• Each subsidiary, parent company, and Affiliate of the Company
• Each director, officer, shareholder, partner, employee, contractor, advisor, and agent of the Company or its Affiliates
• Each licensor and supplier integral to the Platform

No personal action lies against any such individual for acts performed in good faith in the course of providing the Platform.

10. Suspension and termination

We may suspend or terminate the Tenant's access immediately if:

• The Tenant breaches these Terms, the AUP, or applicable law
• Drug-licence verification fails or expires without renewal
• Payment is overdue by 30+ days (during paid plans)
• We are required to do so by a competent authority
• Continued service would create a security or legal risk

The Tenant may terminate by giving 30 days' written notice. On termination, access is disabled. Tenant Data is retained per the retention schedule; export tools are available for 30 days following termination unless prohibited by law.

11. Intellectual property

The Platform, including all software, designs, trademarks (PharmIT and its logo), documentation, and aggregated de-identified analytics, is the exclusive property of the Company. No rights are granted except as expressly stated.

Feedback you provide may be used by the Company freely without obligation, with no attribution or royalty owed to you.

12. Force majeure

Neither party is liable for failure or delay in performing obligations to the extent caused by events beyond its reasonable control, including natural disasters, pandemics, government action, war, civil unrest, internet outages, data-centre failures, third-party service failures, telecom interruption, or actions of any regulatory or judicial authority.

13. Governing law and dispute resolution

• These Terms are governed by the laws of India.
• Subject to §13.3, the courts of Bengaluru, Karnataka have exclusive jurisdiction.
• Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by the Company. The seat and venue of arbitration shall be Bengaluru. The language shall be English. The award shall be final and binding.
• Either party may seek interim or injunctive relief from the courts of Bengaluru pending the appointment of the arbitrator.

14. General

• Entire agreement. These Terms, the Privacy Policy, the AUP, the DPA, the SLA, and any Order Form constitute the entire agreement between the parties.
• Severability. If any clause is held invalid or unenforceable, the remaining clauses remain in full force, and the invalid clause shall be replaced by an enforceable clause closest in intent.
• No waiver. Failure to enforce any provision is not a waiver.
• No assignment. The Tenant may not assign these Terms without the Company's written consent. The Company may assign these Terms to an Affiliate or to a successor in connection with a merger, acquisition, or sale of substantially all assets.
• Notices. Notices to the Company must be sent to info@pharmit.in and the postal address above. Notices to the Tenant may be sent to the email address registered with the account.
• No agency / partnership. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.
• Survival. Sections relating to fees due, ownership, confidentiality, warranties, indemnification, limitation of liability, and dispute resolution survive termination.
• Modifications. We may update these Terms from time to time; material changes will be notified at least 30 days before they take effect. Continued use is acceptance.

15. Contact

Questions about these Terms? Write to info@pharmit.in.