Terms of Service

These Terms of Service (“Terms”) govern access to and use of MedeCue.

MedeCue is developed and operated by QAWebPrints Infocorp LLP, an entity established in India (“QAWebPrints,” “MedeCue,” “Provider,” “we,” “us,” or “our”).

By signing an Order Form, creating an account, accessing or using the Services, the Customer agrees to these Terms.

1. Definitions

2. Contract Structure and Priority

The agreement between the Customer and MedeCue may include:

• An Order Form;
• A negotiated enterprise or subscription agreement;
• A Data Processing Agreement;
• A Service Level Agreement;
• A Business Associate Agreement or healthcare addendum, where expressly signed;
• A Statement of Work;
• These Terms;
• The Privacy Notice; and
• Applicable Documentation.

If there is a conflict, the following order generally applies:

• Negotiated enterprise agreement;
• Order Form;
• Data Processing Agreement or specialised regulatory addendum;
• Service Level Agreement;
• Statement of Work;
• These Terms; and
• Documentation.

A document will override another only concerning the subject matter of the conflicting provision.

3. Business Use

The Services are intended primarily for professional and organisational use by clinical laboratories, diagnostic centres, hospitals, clinics and related organisations.

A person accepting these Terms for an organisation represents that:

• The person has authority to bind the organisation;
• The organisation is legally permitted to use the Services;
• The information provided during registration is accurate; and
• The organisation will comply with these Terms.

The Services are not offered for personal or household use unless expressly agreed.

4. The MedeCue Services

Depending on the purchased plan, MedeCue may provide functions related to:

• Patient registration;
• Billing;
• Test-order management;
• Sample collection;
• Sample tracking;
• Laboratory investigation;
• Result entry;
• Report validation and approval;
• Report generation;
• Report delivery;
• Laboratory analyser integration;
• Barcode generation;
• Corporate billing;
• Payment management;
• Human resources;
• Attendance and leave;
• Payroll-related workflows;
• Stock and purchase management;
• Accounts;
• Dashboards;
• Analytics;
• Reports;
• API integrations;
• Mobile access;
• Messaging; and
• Other modules identified in the Order Form.

Features may differ by subscription plan, configuration, jurisdiction, integration and technical environment.

5. Subscription Rights

Subject to payment of applicable fees and compliance with these Terms, MedeCue grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services during the Subscription Term.

The Services may be used only:

• For the Customer’s internal business operations;
• By Authorised Users;
• Within the scope of the purchased plan;
• For configured branches or entities;
• In accordance with Documentation; and
• In compliance with applicable law.

The Customer does not acquire ownership of the MedeCue software or underlying technology.

6. Customer Accounts and Administrators

The Customer is responsible for:

• Appointing suitable Administrators;
• Providing accurate account information;
• Approving Authorised Users;
• Assigning appropriate roles;
• Applying least-privilege access;
• Removing users who no longer require access;
• Protecting passwords and authentication methods;
• Reviewing audit logs where appropriate;
• Preventing account sharing;
• Securing devices and networks; and
• Promptly reporting suspected unauthorised access.

Actions performed through an Account may be treated as authorised by the Customer unless the Customer has previously reported that the Account was compromised.

MedeCue may require verification before changing an Administrator or providing access to Customer Data.

7. Customer Responsibilities

The Customer is solely responsible for:

• Its business operations;
• The lawfulness of Customer Data;
• The accuracy and completeness of Customer Data;
• Obtaining necessary notices, consents and permissions;
• Configuring users and permissions;
• Verifying patient identity;
• Selecting laboratory tests;
• Validating test codes and analyser mappings;
• Reviewing and approving results;
• Maintaining laboratory licences and accreditations;
• Complying with healthcare and laboratory regulations;
• Configuring reference ranges;
• Verifying report templates;
• Retaining legally required records;
• Maintaining appropriate internet, hardware and network infrastructure;
• Securing connected analysers and devices;
• Managing employee access;
• Responding to patient and employee requests; and
• Maintaining appropriate backups of exported information where required.

The Customer must ensure that only qualified and authorised persons perform clinical, diagnostic, laboratory or report-approval activities.

8. Medical and Clinical Responsibility

MedeCue is a laboratory workflow and information-management platform.

Unless expressly certified and stated in writing for a particular jurisdiction, MedeCue is not:

• A healthcare provider;
• A medical practitioner;
• A diagnostic laboratory;
• A substitute for professional judgment;
• A substitute for laboratory quality-control procedures; or
• An autonomous medical decision-maker.

The Customer and its authorised healthcare or laboratory professionals remain responsible for:

• Clinical interpretation;
• Test selection;
• Result verification;
• Critical-result handling;
• Quality control;
• Reference-range validation;
• Report approval;
• Diagnosis;
• Treatment decisions; and
• Patient communication.

MedeCue does not guarantee that information entered by users, received from an analyser or generated through a configured rule is medically accurate.

9. Laboratory Analyser and Device Integrations

MedeCue may connect with laboratory analysers, middleware, gateways and medical devices.

The Customer acknowledges that successful integration may depend on:

• Device model;
• Firmware version;
• Protocol version;
• Serial or network configuration;
• Manufacturer documentation;
• Physical cables and converters;
• Local network conditions;
• Test-code mapping;
• Result formatting;
• Third-party software;
• Device availability; and
• Manufacturer cooperation.

Before production use, the Customer must validate:

• Patient and sample matching;
• Test-code mapping;
• Units;
• Decimal precision;
• Reference ranges;
• Flags;
• Result direction;
• Abnormal-result identification;
• Report formatting; and
• End-to-end result transfer.

MedeCue is not responsible for incorrect results caused by:

• An analyser malfunction;
• Incorrect analyser configuration;
• Incorrect test-code mapping approved by the Customer;
• Third-party protocol changes;
• Faulty cables, adapters or networks;
• Unauthorised modifications;
• Incomplete manufacturer documentation; or
• Failure to complete validation.

Any analyser integration may require separate fees, onboarding, mapping, validation and support terms.

10. Third-Party Services

The Customer may enable third-party services such as:

• Payment gateways;
• SMS providers;
• WhatsApp providers;
• Email providers;
• Accounting systems;
• Hospital systems;
• Government portals;
• Cloud-storage services;
• AI providers;
• Laboratory analysers; and
• Other APIs.

Third-party services are governed by their own terms, privacy policies, fees and availability.

MedeCue is not responsible for:

• Third-party outages;
• Third-party policy changes;
• Account restrictions imposed by a third party;
• Message-delivery failures;
• Third-party data handling;
• Third-party fees;
• Third-party security incidents; or
• Functionality removed by a third party.

The Customer authorises MedeCue to exchange Customer Data with enabled third-party services as necessary to provide the requested integration.

11. Messaging and Report Delivery

MedeCue may allow Customers to send reports and other communications through email, SMS, WhatsApp or similar services.

The Customer is responsible for:

• Ensuring recipient details are correct;
• Establishing a lawful basis for sending messages;
• Obtaining required consent;
• Complying with messaging-provider policies;
• Respecting opt-outs;
• Protecting sensitive information;
• Reviewing message templates;
• Maintaining any required messaging account; and
• Paying third-party messaging fees.

MedeCue does not guarantee that a message will be delivered, read or delivered within a specific time.

A report should not be considered received solely because the system displays a sent status.

12. Artificial-Intelligence-Assisted Features

MedeCue may offer optional AI-assisted functionality, including draft observations, suggested remarks, anomaly indicators and workflow recommendations.

The Customer acknowledges that:

• AI output may be inaccurate, incomplete, misleading or unsuitable;
• AI output is not a final clinical conclusion;
• A qualified professional must review all clinically relevant output;
• AI output must not be the sole basis for diagnosis or treatment;
• The Customer is responsible for deciding whether to enable the feature;
• The Customer is responsible for all decisions made using AI output; and
• MedeCue does not warrant that AI output will be error-free.

MedeCue will not use identifiable Customer Data to train a general-purpose AI model unless:

• The Customer has expressly agreed in writing;
• The use is lawful;
• Appropriate notices and permissions exist; and
• Appropriate technical and contractual safeguards are implemented.

AI features may be subject to separate usage limits, fees and terms.

13. Customer Data Ownership

As between MedeCue and the Customer, the Customer retains ownership of Customer Data.

The Customer grants MedeCue a limited right to host, copy, transmit, process, display and otherwise use Customer Data only as reasonably necessary to:

• Provide the Services;
• Follow Customer instructions;
• Maintain security;
• Prevent fraud;
• Provide support;
• Meet legal obligations; and
• Enforce the agreement.

The Customer represents that it has all rights and lawful authority necessary to provide Customer Data to MedeCue.

14. Aggregated and De-identified Information

MedeCue may create aggregated or de-identified information that does not reasonably identify:

• A patient;
• An employee;
• An Authorised User; or
• A Customer.

Such information may be used for:

• Product improvement;
• Capacity planning;
• Security analysis;
• Quality assurance;
• Performance analysis;
• Statistical reporting; and
• Business planning.

MedeCue will not attempt to re-identify properly de-identified information except where necessary to test de-identification controls or where legally permitted.

15. Privacy and Data Protection

Each party will comply with privacy and data-protection laws applicable to its role.

For Customer-controlled data:

• The Customer generally acts as controller, data fiduciary or business;
• MedeCue generally acts as processor, data processor, service provider or contractor; and
• MedeCue will process Customer Data according to documented Customer instructions.

The Customer is responsible for:

• Providing required privacy notices;
• Establishing a lawful basis;
• Obtaining consent where required;
• Addressing data-subject requests;
• Determining retention periods;
• Ensuring cross-border transfers are lawful; and
• Informing MedeCue of relevant legal restrictions.

Where required, the parties will enter into a Data Processing Agreement.

16. Special Regulatory Requirements

A Customer subject to specialised legal requirements must notify MedeCue before submitting regulated data requiring special contractual or technical safeguards.

This may include requirements concerning:

• Health information;
• Genetic information;
• Biometric information;
• Data localisation;
• Government information;
• Insurance records;
• Children’s information;
• Professional secrecy;
• Clinical trials; or
• National healthcare systems.

MedeCue is not bound by a specialised regulatory framework solely because the Customer uses the Services.

For example, where United States HIPAA requirements apply, a separately signed Business Associate Agreement may be required before protected health information is processed under HIPAA.

17. Security

MedeCue will maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, alteration, disclosure or destruction.

Security measures may include:

• Access controls;
• Authentication controls;
• Encryption;
• Logging;
• Backups;
• Network protection;
• Secure development;
• Vulnerability management;
• Incident response;
• Employee confidentiality; and
• Business-continuity controls.

No system can be guaranteed completely secure.

The Customer must maintain appropriate security for:

• User devices;
• Local networks;
• Internet connections;
• Credentials;
• Connected analysers;
• Gateway installations;
• Exported reports;
• Downloaded data; and
• Third-party accounts.

18. Security Incidents

The Customer must promptly notify MedeCue of any suspected:

• Credential compromise;
• Unauthorised access;
• Data breach;
• Malware infection;
• Account misuse; or
• Security vulnerability.

MedeCue will investigate confirmed incidents affecting Customer Data and provide notifications according to applicable law and any Data Processing Agreement.

The Customer must reasonably cooperate with incident investigation and remediation.

19. Acceptable Use

The Customer and Authorised Users must not:

• Use the Services unlawfully;
• Access data without authorisation;
• Share accounts or passwords;
• Attempt to bypass access controls;
• Reverse engineer the Services except where legally permitted;
• Copy or reproduce the software;
• Resell or sublicense the Services without written permission;
• Introduce malware;
• Conduct unauthorised security testing;
• Interfere with system availability;
• Use automated methods that create excessive load;
• Upload unlawful or infringing content;
• Use the Services for harassment or fraud;
• Use another customer’s data;
• Conceal unauthorised access;
• Use the Services to develop a competing product through systematic copying; or
• Use AI features to make unreviewed clinical decisions.

MedeCue may suspend activity that creates a material security, legal or operational risk.

20. Implementation, Configuration and Training

Implementation services may include:

• Account setup;
• Branch configuration;
• User setup assistance;
• Test configuration;
• Report templates;
• Price configuration;
• Data import;
• Device integration;
• Training; and
• Workflow configuration.

The Customer must provide accurate and complete information within the required timeframe.

Delays caused by missing Customer information, unavailable staff, incomplete device documentation, inaccessible infrastructure or third-party dependencies may affect the implementation schedule.

Unless expressly included, implementation does not include:

• Clinical validation;
• Legal compliance certification;
• Laboratory accreditation;
• Hardware purchase;
• Network cabling;
• Third-party fees;
• Unlimited historical data correction; or
• Custom development.

21. Fees and Payment

The Customer must pay the fees stated in the Order Form.

Unless otherwise stated:

• Fees are quoted exclusive of applicable taxes;
• The Customer is responsible for taxes, duties and government charges;
• Fees are payable in the invoiced currency;
• Payment must be made by the due date;
• Subscription fees are based on the purchased plan and not actual usage;
• Implementation, customisation and integration fees may be charged separately; and
• Third-party charges are not included unless expressly stated.

Overdue amounts may result in:

• Reminder notices;
• Late-payment charges where lawful;
• Suspension of non-critical Services; or
• Termination after appropriate notice.

The Customer must raise invoice disputes promptly and provide sufficient supporting information.

22. Subscription Renewal

The Subscription Term is stated in the Order Form.

A subscription will renew automatically only where:

• The Order Form provides for automatic renewal;
• The online purchase process clearly states automatic renewal; or
• The parties otherwise agree in writing.

The renewal period and applicable notice deadline will be stated in the Order Form or account interface.

Renewal fees may change following reasonable advance notice.

23. Cancellations and Refunds

The Customer may cancel a subscription according to the Order Form.

Unless otherwise required by law or expressly stated:

• Fees already paid are non-refundable;
• Cancellation takes effect at the end of the current paid Subscription Term;
• Unused time, users, branches or features do not create a refund entitlement;
• Implementation and custom-development fees are non-refundable once work has started; and
• Third-party costs incurred for the Customer are non-refundable.

If MedeCue materially fails to provide contracted Services and does not correct the failure within a reasonable cure period, the Customer may have the remedies stated in the applicable agreement.

24. Changes to Plans and Features

The Customer may request an upgrade or change of plan.

Additional fees may apply to:

• New modules;
• Custom reports;
• Custom workflows;
• Additional integrations;
• Data migration;
• Special hosting;
• Dedicated infrastructure;
• Premium support;
• Onsite services; or
• Regulatory addenda.

MedeCue may improve or modify the Services.

MedeCue will not materially remove a core paid feature during a current Subscription Term without providing a reasonable alternative, notice or contractual remedy, except where modification is required for security, law or third-party dependency reasons.

25. Availability, Maintenance and Support

MedeCue will use commercially reasonable efforts to keep the Services available.

However, the Services may be unavailable due to:

• Planned maintenance;
• Emergency maintenance;
• Internet failure;
• Cloud-provider failure;
• Third-party service failure;
• Cyberattack;
• Customer infrastructure;
• Device malfunction;
• Government action; or
• Events beyond reasonable control.

Support availability, response targets and service levels are determined by:

• The Customer’s plan;
• The Order Form;
• A Service Level Agreement; or
• Published support policies.

A stated support availability period does not guarantee immediate resolution.

26. Backups and Business Continuity

MedeCue may maintain backups as part of its operational safeguards.

Backups are not a substitute for:

• Customer retention policies;
• Legally required archives;
• Customer exports;
• Local contingency procedures; or
• Business-continuity planning.

The Customer should regularly test critical workflows and maintain appropriate contingency procedures for laboratory operations during service or network interruptions.

27. Intellectual Property

MedeCue and its licensors retain all rights, title and interest in:

• The MedeCue software;
• Source code;
• Object code;
• Databases;
• Interfaces;
• Documentation;
• Designs;
• Logos;
• Trademarks;
• Workflows;
• Templates;
• System architecture;
• APIs;
• Improvements; and
• Related intellectual property.

No intellectual-property rights are transferred except for the limited subscription right expressly granted in these Terms.

28. Feedback

If the Customer provides feedback, suggestions or ideas, MedeCue may use them without restriction or payment, provided that MedeCue does not publicly identify the Customer without permission.

Feedback does not transfer ownership of Customer Data or confidential information.

29. Confidentiality

Each party may receive confidential information from the other.

The receiving party must:

• Use confidential information only for the agreement;
• Protect it using reasonable care;
• Limit access to persons who need it;
• Ensure those persons are subject to confidentiality duties; and
• Not disclose it except as permitted by the agreement or law.

Confidential information does not include information that:

• Is publicly available without breach;
• Was lawfully known before disclosure;
• Is independently developed;
• Is lawfully received from another source; or
• Is approved for release.

A party legally compelled to disclose confidential information will, where permitted, provide advance notice and reasonable assistance.

30. Audit Logs and Electronic Records

MedeCue may maintain logs showing activities such as:

• Account access;
• Patient registration;
• Data modification;
• Result entry;
• Report approval;
• Billing changes;
• User creation;
• Permission changes; and
• System integrations.

Audit logs are operational records and do not necessarily establish legal or clinical correctness.

The Customer is responsible for deciding whether electronic signatures, approvals and logs meet its regulatory requirements.

31. Suspension

MedeCue may suspend all or part of the Services where reasonably necessary to:

• Protect security;
• Prevent fraud;
• Respond to a cyberattack;
• Comply with law;
• Prevent material harm to the Services or other customers;
• Address serious misuse of the Services;
• Respond to a court or regulatory order; or
• Address continued non-payment after reasonable notice.

Where reasonably practicable, MedeCue will provide advance notice before suspension.

MedeCue will use reasonable efforts to restore the affected Services once the reason for suspension has been resolved.

32. Term and Termination

The agreement begins when the Customer accepts the Order Form or first accesses the Services and continues for the Subscription Term.

Either party may terminate:

• As permitted in the Order Form;
• If the other party materially breaches the agreement and fails to correct the breach within 30 days after written notice;
• Immediately if a breach cannot reasonably be corrected;
• If required by law; or
• If the other party becomes insolvent, subject to applicable law.

MedeCue may terminate or suspend for continued non-payment after reasonable notice.

33. Effect of Termination

Upon termination:

• The Customer’s right to use the Services ends;
• Outstanding fees become payable;
• Authorised Users may lose access;
• Integrations may stop;
• The Customer must stop using MedeCue intellectual property; and
• Data handling will follow the Customer Agreement and Data Processing Agreement.

Unless otherwise agreed, the Customer should request and complete any data export within 30 days after termination.

MedeCue may delete or anonymise Customer Data after the export period, generally within 90 days, subject to:

• Legal retention requirements;
• Pending disputes;
• Security requirements;
• Backup-deletion cycles; and
• A different contractual retention period.

The Customer is responsible for verifying exported data before deletion.

34. Warranties

MedeCue warrants that:

• It has authority to provide the Services;
• The Services will materially conform to applicable Documentation during the Subscription Term;
• It will provide Services using reasonable skill and care; and
• It will not knowingly introduce malicious code into the Services.

If the Services materially fail to conform, MedeCue will use reasonable efforts to correct the failure.

If correction is not commercially reasonable, MedeCue may terminate the affected Service and provide a proportionate refund of prepaid fees for the unused affected period.

35. Disclaimers

Except for express warranties in the agreement and to the maximum extent permitted by law, the Services are provided on an “as available” basis.

MedeCue does not warrant that:

• The Services will always be uninterrupted;
• Every defect will be corrected;
• Every integration will remain compatible;
• Third-party services will remain available;
• Messages will always be delivered;
• Analyser data will always be accurate;
• Customer configurations will comply with every law;
• Reports will be clinically correct without professional review;
• AI output will be accurate; or
• The Services will meet requirements not documented in the agreement.

The Customer remains responsible for professional, clinical, regulatory and operational decisions.

36. Customer Indemnity

To the extent permitted by law, the Customer will defend and indemnify MedeCue against third-party claims arising from:

• Unlawful Customer Data;
• Lack of required consent or authority;
• Customer misuse of the Services;
• Clinical decisions made by the Customer;
• Reports approved by the Customer;
• Incorrect Customer configuration;
• Customer violation of law;
• Customer infringement of third-party rights;
• Customer-enabled third-party integrations; or
• Breach of these Terms by the Customer or its Authorised Users.

This obligation will not apply to the extent a claim was caused by MedeCue’s breach, negligence or wilful misconduct.

37. Intellectual-Property Indemnity

MedeCue will defend the Customer against a third-party claim that the unmodified MedeCue software infringes that third party’s intellectual-property rights.

MedeCue may:

• Obtain the right for continued use;
• Modify the affected Service;
• Replace the affected Service; or
• Terminate the affected Service and refund prepaid fees for the unused affected period.

This obligation does not apply where a claim results from:

• Customer Data;
• Customer modifications;
• Use contrary to Documentation;
• Combination with an unauthorised product;
• Continued use after notice;
• Third-party services; or
• Customer instructions.

38. Indemnity Procedure

An indemnified party must:

• Promptly notify the indemnifying party;
• Provide reasonable cooperation;
• Allow the indemnifying party to control the defence; and
• Not settle the claim without consent where the settlement imposes liability or admission on the other party.

Failure to provide prompt notice reduces obligations only to the extent the delay causes material prejudice.

39. Limitation of Liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, exemplary or consequential loss;
• Neither party will be liable for loss of profit, revenue, goodwill or anticipated savings;
• MedeCue will not be liable for clinical decisions, analyser malfunctions, third-party outages or incorrect Customer Data; and
• Each party must take reasonable steps to mitigate loss.

Except for excluded liabilities, each party’s total aggregate liability arising from the agreement will not exceed the fees paid or payable by the Customer for the affected Services during the 12 months preceding the event giving rise to the claim.

For breach of confidentiality or data-protection obligations, the aggregate cap may be twice the general liability cap unless the Order Form states otherwise.

Nothing limits liability that cannot lawfully be limited, including liability for:

• Fraud;
• Wilful misconduct;
• Death or personal injury caused by negligence where not excludable;
• Infringement resulting from deliberate misconduct; or
• Payment obligations.

40. Force Majeure

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

• Natural disasters;
• Flood;
• Fire;
• Epidemic;
• War;
• Civil disturbance;
• Government action;
• Labour disruption;
• Internet failure;
• Telecommunications failure;
• Cloud-provider outage;
• Cyberattack;
• Utility failure; or
• Third-party platform interruption.

The affected party must use reasonable efforts to reduce the impact.

Payment obligations for Services already provided are not excused.

41. Notices

Contractual notices must be sent to the contact details stated in the Order Form.

Notices to MedeCue may also be sent to:

Routine service notices may be sent through email, the application or the Customer’s administrative account.

42. Changes to These Terms

MedeCue may update these Terms for:

• Legal changes;
• Security requirements;
• New functionality;
• Operational changes;
• Third-party requirements; or
• Clarification.

Material changes will be communicated through an appropriate channel.

Unless immediate changes are required by law or security, material changes will apply from:

• The stated effective date;
• The next renewal; or
• The Customer’s acceptance of a new Order Form.

Continued use after the applicable effective date constitutes acceptance where permitted by law.

43. Governing Law

Unless an Order Form states otherwise, the agreement is governed by the laws of India, without regard to conflict-of-law rules.

Mandatory rights under applicable local law remain unaffected where they cannot lawfully be waived.

44. Dispute Resolution

Before beginning formal proceedings, the parties will attempt in good faith to resolve a dispute through authorised representatives.

If the dispute is not resolved within 30 days, it will be referred to arbitration under the Arbitration and Conciliation Act, 1996.

Unless otherwise agreed:

• The arbitration will be conducted by one arbitrator;
• The parties will attempt to appoint the arbitrator jointly;
• The seat and venue will be Kollam, Kerala, India;
• The language will be English; and
• The award will be final and binding.

Courts with jurisdiction in Kollam, Kerala may grant urgent interim or injunctive relief.

Nothing prevents either party from seeking urgent protection for confidential information, intellectual property, security or data.

45. General Terms

46. Contact Information

Questions about these Terms may be sent to: