Terms of Service

These Terms of Service govern access to and use of AREN, a clinical software platform operated by Anmol Pandey, an individual carrying on business as Aren Node (“AREN”, “we”, “us”). They constitute a binding agreement between AREN and the healthcare practice, establishment or practitioner registering for the Service (the “Clinic”, “you”).

By indicating acceptance at registration, or by accessing or using the Service, the Clinic agrees to these Terms and to the Privacy Policy, which is incorporated herein by reference. A person who does not agree shall not register for or use the Service.

The individual completing registration represents that they are of the age of majority and are authorised to bind the Clinic to these Terms. Where that representation proves inaccurate, that individual shall be bound personally.

These Terms apply together with the applicable subscription plan, order, proposal, invoice or other commercial arrangement agreed between AREN and the Clinic (each, an “Order”). In the event of conflict, the Order shall prevail in respect of commercial terms, and these Terms shall prevail in all other respects.

Capitalised terms used in these Terms have the meanings given to them in section 2 of the Privacy Policy, which are incorporated herein. In addition:

AREN is a clinical software platform for the operation of a healthcare practice, comprising functionality for patient registration, queue management, consultation recording, prescription generation, communication with patients, and the Synapse suggestion and ranking function.

The Service is provided as an online service which maintains certain information locally on Authorised Devices to support continuity and responsiveness, and which synchronises with our infrastructure. Certain functionality requires connectivity, as provided in section 9.

AREN is a software platform. It is not offered, and is not certified, as a medical device. We may modify, add to, or discontinue functionality within the Service from time to time. Where we discontinue functionality materially relied upon under an existing Subscription, we shall give reasonable notice.

Access to and use of the Service is subject to a valid Subscription and to payment of the applicable Fees.

The Fees, the billing period, the Subscription term, the renewal arrangements and the entitlements applicable to the Clinic are those set out in the applicable Order. Different plans may confer different entitlements, including as to the number of Authorised Users, the number of Authorised Devices, available functionality, storage, messaging volumes, analytics and support.

Unless the applicable Order provides otherwise, Fees are payable in advance, are exclusive of applicable taxes which shall be payable in addition, and are non-refundable in respect of any period already elapsed.

We may introduce new plans, and may modify plans, entitlements and Fees, subject to appropriate notice and to the terms of the applicable Order. Where a change in Fees applies to an existing Subscription, notice shall be given before it takes effect, and the Clinic may decline the change by terminating in accordance with section 14 before the effective date.

Where an Order provides for a promotional, introductory or other specific commercial arrangement, the terms of that arrangement shall apply for its stated duration and these Terms shall apply in all other respects.

The Clinic may permit access to the Service by such number of Authorised Users and on such number of Authorised Devices as the applicable Subscription provides.

Access to particular functionality and to particular categories of information is governed by the user's assigned role, level of authorisation, and the applicable Subscription. The Clinic shall assign roles appropriately and shall ensure that clinical information is amended only by users appropriately authorised to do so.

The Clinic shall be responsible for all activity conducted under its accounts. It shall maintain the confidentiality of credentials, shall not permit a single set of credentials to be shared between individuals, shall procure the disabling of an account upon the departure of the individual holding it, and shall notify us promptly upon suspecting unauthorised access.

We may require authentication or verification before permitting access from a device, may limit concurrent or unauthorised device sessions, and may revoke or require the re-authorisation of a device where necessary for security or account integrity.

Where a Clinic replaces an Authorised Device, its data may be restored to the replacement device from the synchronised copy held on our infrastructure. We may require verification of authority before effecting such a restoration, and the device replaced may be de-authorised upon such a request.

The Clinic represents, warrants and undertakes that, on each occasion on which Patient Data is entered into the Service:

We are not in a position to verify these matters and do not undertake to do so. We rely upon them. The consequences of their inaccuracy are addressed in section 23.

This section is fundamental to the allocation of risk under these Terms.

The Service, including Synapse, presents information, rankings and suggestions in order to assist the workflow of a treating clinician. It does not practise medicine, does not diagnose, and does not replace the professional judgment of a qualified practitioner.

The treating clinician shall at all times remain responsible for the review of patient information, the interpretation of clinical findings, the determination of diagnosis, the selection of treatment, the determination of prescriptions and investigations, and the assessment of whether any information or suggestion presented by the Service is appropriate to the patient before them.

No suggestion presented by the Service takes effect unless and until it is confirmed by an appropriately authorised clinical user, and any suggestion may be amended, rejected or disregarded.

The Clinic acknowledges that the clinical knowledge base underlying Synapse may be incomplete, may not reflect the most recent clinical guidance, may not account for the particular circumstances of a patient, and may contain error. It shall not be relied upon as the sole basis for any clinical decision.

To the fullest extent permitted by law, AREN shall have no liability in respect of any clinical decision taken by the Clinic or by any practitioner, or in respect of any consequence of such a decision.

The Clinic shall not, and shall procure that no Authorised User shall:

Certain functionality within the Service requires connectivity to our infrastructure. Continued operational use accordingly requires periodic connectivity, and the Clinic shall be responsible for providing it.

Where an Authorised Device remains without successful connectivity for a continuous period exceeding seventy-two (72) hours, functions dependent upon our infrastructure may become unavailable on that device, including the creation of new patient records, the creation of new consultations, the generation of prescriptions, and Synapse. Records already available locally shall remain accessible for viewing, searching, printing and export, to the extent technically supported.

Such a restriction is a limitation upon operational use and does not constitute deletion of Clinic Data. Normal functionality resumes upon successful reconnection, subject to the Clinic's Subscription status and to any other applicable condition.

Upon the expiry of a Subscription without renewal, the Clinic shall be afforded a grace period of twenty-one (21) days (the “Grace Period”).

Throughout the Grace Period the Service shall continue to operate in the ordinary course. The Clinic may register new patients, record consultations, generate prescriptions, and use Synapse, and synchronisation and backup shall continue, in each case in accordance with the entitlements of the expired Subscription.

We may contact the Clinic during the Grace Period through appropriate channels in respect of renewal.

Where the Grace Period expires without renewal, we may place the Clinic's Service into a restricted state (the “Restricted State”). The purpose of the Restricted State is to restrict continued operational use of a paid Service which is no longer subscribed for. It is not a mechanism for withholding or destroying Clinic Data.

In the Restricted State the following shall remain available, to the extent technically supported:

In the Restricted State the following shall become unavailable: the creation of new patient records; the creation of new consultations; the generation of new prescriptions; Synapse; and such further functionality dependent upon cloud infrastructure, computational resources, messaging infrastructure or other subscription-dependent services as the applicable plan specifies.

The unavailability of functionality which depends upon such infrastructure does not render the underlying Clinic Data unavailable.

For the avoidance of doubt: the Restricted State restricts new operational use of the Service; it does not of itself constitute deletion of Clinic Data.

Upon renewal, full functionality shall be restored.

As between AREN and the Clinic, the Clinic retains its rights and interests in its Clinic Data, including Patient Data. Nothing in these Terms transfers ownership of Clinic Data to AREN.

The Clinic grants AREN such rights to host, copy, transmit, display, process and otherwise use Clinic Data as are necessary to provide, secure, support and improve the Service in accordance with these Terms and the Privacy Policy. That licence is limited to those purposes and endures for so long as the Clinic Data remains within the Service.

The rights of AREN in respect of De-identified Information and Aggregated Information are set out in section 8 of the Privacy Policy. Those rights are granted under these Terms and shall survive the expiry or termination of the Subscription and of this agreement.

The Clinic may obtain an export of its Clinic Data in a standard machine-readable format at any time during the Subscription, during the Grace Period, and in the Restricted State, in each case to the extent technically supported. No separate charge is made for standard export, which is subject to reasonable operational conditions as to frequency, volume and verification of authority.

Where the Clinic requires its data to be transformed into the schema of another provider, or requires field mapping, validation, custom engineering or migration assistance, such work constitutes a professional service additional to standard export and may be subject to a reasonable fee agreed in advance.

Expiry, suspension or termination does not of itself cause the removal of Clinic Data already held locally on an Authorised Device. We do not remotely erase a Clinic's devices by reason only of a Subscription having ended.

The Clinic may terminate this agreement, and may elect to discontinue use of the Service, at any time by notice to us. Termination does not entitle the Clinic to a refund of Fees in respect of any period already elapsed, except as the applicable Order provides.

We may terminate this agreement upon reasonable notice. We may suspend or terminate immediately, without notice, where the Clinic is in material breach of section 7 or section 8, where we reasonably consider that continued access presents a risk to patients, to other Clinics or to the integrity of the Service, or where required by law.

Upon termination, the licence granted in section 16 shall cease and access to the Service shall be withdrawn. For a period of thirty (30) days following termination, the Clinic may request an export of its Clinic Data, its deletion, or both.

Sections 6 to 8, 12, 15, and 17 to 28, together with section 8 of the Privacy Policy, shall survive termination, as shall any provision which by its nature is intended to.

Following termination, or where an account remains inactive or unrenewed over an extended period, identifiable Clinic Data may be retained for a period of up to approximately eighteen (18) months, subject always to applicable law and to any retention or deletion obligation imposed by it. Before taking further action we may contact the Clinic in respect of renewal, continued use, export of data, or other disposition of the account.

Following the expiry of that period, and where legally permissible and technically appropriate, eligible information may be de-identified or aggregated and the resulting non-identifiable information retained for the purposes described in section 8 of the Privacy Policy.

The eighteen-month period is our intended contractual retention policy. It is not asserted as a statutory entitlement and yields to any period which applicable law requires.

The Service, the Synapse function and its underlying clinical knowledge base, the interfaces, the documentation and all intellectual property rights subsisting in them are and shall remain the property of AREN or its licensors. Nothing in these Terms operates to transfer any such right.

Subject to payment of the applicable Fees and to compliance with these Terms, AREN grants the Clinic a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Service for its internal clinical and administrative purposes during the term of the Subscription.

Where the Clinic provides feedback, suggestions or proposals concerning the Service, AREN may use them without restriction, without obligation of confidence and without any obligation of payment or attribution. This confers no right in respect of Clinic Data beyond those set out in section 12 and in the Privacy Policy.

The Clinic grants AREN a licence to use its name, logo and other branding solely for the purpose of rendering them within the Service and upon the documents and communications the Service generates for the Clinic's patients. That licence terminates when the Clinic ceases to use the Service.

AREN shall not use the Clinic's name or logo in its own marketing without the Clinic's prior consent.

Each party may receive information of the other which is confidential. Each shall use the other's confidential information only for the purposes of this agreement, shall protect it with reasonable care, and shall not disclose it save to personnel and professional advisers who require it and who are bound by equivalent obligations, or where compelled by law.

This section does not apply to information which is or becomes public otherwise than by breach, which was lawfully held before disclosure, or which is independently developed without reference to the other party's information.

The Service transmits documents and communications to patients through third-party channels, and depends upon third-party infrastructure providers. Such channels and providers operate under their own terms and are outside our control.

We shall not be liable for delay in or failure of delivery by such a channel, nor for the acts or omissions of such providers, nor for any consequence of a patient not receiving or not reading a communication. Where the delivery of a communication is clinically material, the Clinic shall not rely solely upon an automated message.

Each party shall comply with applicable data-protection law in the performance of this agreement. The allocation of roles and responsibilities between the parties, and the terms upon which AREN processes Patient Data on the Clinic's behalf, are as set out in the Privacy Policy, which the parties agree records their arrangement in that respect.

To the fullest extent permitted by law, and save as expressly stated in these Terms or in the applicable Order, the Service is provided on an “as is” and “as available” basis, and AREN disclaims all warranties, conditions and representations, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or accuracy.

Without limiting the foregoing, AREN does not warrant that the Service shall be uninterrupted, timely or free from error, that every defect shall be corrected, that the clinical knowledge base is complete or current, or that the Service shall meet the Clinic's particular requirements or produce any particular outcome.

Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud, or for fraudulent misrepresentation.

Subject to the final paragraph of section 21, and to the fullest extent permitted by law:

Neither party shall be liable to the other for indirect, incidental, special, consequential, exemplary or punitive loss, nor for loss of profit, revenue, goodwill, anticipated savings or business opportunity, nor for loss or corruption of data, in each case however arising and whether or not the possibility of such loss was known or foreseeable.

The aggregate liability of AREN arising out of or in connection with this agreement and the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total Fees paid or payable by the Clinic in respect of the twelve (12) month period immediately preceding the event giving rise to the claim.

The limitations in this section reflect the allocation of risk between the parties having regard to the Fees payable, to the Clinic's retention of clinical responsibility under section 7, and to the Clinic's own obligations under section 6. Each provision of this section operates separately, and if any part is held unenforceable the remainder shall continue to apply.

The Clinic shall indemnify AREN and keep AREN indemnified against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal costs) arising out of or in connection with:

AREN shall notify the Clinic of any claim to which this section applies, shall not settle it without the Clinic's consent (such consent not to be unreasonably withheld or delayed), and shall provide reasonable assistance at the Clinic's cost.

Neither party shall be liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, flood, fire, epidemic, war, civil unrest, act of government or regulator, industrial action, failure of a telecommunications or internet service provider, failure of a third-party platform, or interruption of power. This section does not excuse an obligation to pay an amount already due.

We may amend these Terms from time to time as the Service develops or as applicable law changes. Each version bears an effective date and a version identifier, and the version accepted at registration is recorded against the Clinic's account.

Where an amendment materially affects the rights or obligations of the Clinic, notice shall be given through appropriate channels before it takes effect. A Clinic which does not accept such an amendment may terminate under section 14 before the effective date; continued use thereafter constitutes acceptance. Amendments which do not materially affect the Clinic's rights or obligations take effect upon publication.

Assignment. The Clinic shall not assign or transfer this agreement without our prior written consent. We may assign it to a successor to our business upon notice.

Entire agreement. These Terms, the Privacy Policy and the applicable Order constitute the entire agreement between the parties in respect of the Service and supersede all prior discussions, representations and understandings. Neither party relies upon any statement not set out in them, save that nothing excludes liability for fraudulent misrepresentation.

Severability. Where any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable or, failing that, severed, and the remainder shall continue in force.

Waiver. No failure or delay in exercising a right shall constitute a waiver of it, and no single or partial exercise shall preclude any further exercise.

No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

Third parties. No person other than the parties shall have any right to enforce any provision of these Terms.

Notices. Notices to AREN shall be sent to the address in section 28. Notices to the Clinic shall be sent to the contact address recorded on its account and shall be deemed received on the day of despatch unless a delivery failure is received.

These Terms, and any dispute or claim arising out of or in connection with them, including any non-contractual dispute or claim, shall be governed by and construed in accordance with the laws of India.

The courts at Lucknow, Uttar Pradesh shall have exclusive jurisdiction. Before commencing proceedings, each party shall endeavour in good faith to resolve the dispute by discussion for a period of thirty (30) days from written notice of it. This does not preclude either party from seeking urgent interim relief.

Aren Node, proprietor Anmol Pandey. anmol@arenode.com

Grievance Officer: Anmol Pandey, anmol@arenode.com.