Master Services Agreement & Terms of Service
This Master Services Agreement ("Agreement") is entered into by and between Minno Software Solutions, having its principal place of business in Kondapur, Hyderabad, Telangana ("Company", "We", "Us", or "Our"), and the subscribing healthcare entity, which may include hospitals, laboratories, clinics, or registered pharmacists ("Client", "You", or "Your").
1. Definitions
- "Software" refers to MediMom, the proprietary Hospital Information Management System (HIMS), along with any laboratory management tools and related digital solutions developed and owned by Minno Software Solutions.
- "Client Infrastructure" refers to the third-party cloud hosting environments (specifically Amazon Web Services (AWS), Microsoft Azure, or Google Cloud Platform (GCP)) provisioned, owned, and maintained entirely by the Client.
- "Patient Health Information (PHI)" refers to any demographic information, medical histories, test results, insurance information, and other data collected by the Client from patients.
2. Scope of Services and License Grant
Subject to the terms herein, Minno Software Solutions grants the Client a non-exclusive, non-transferable, revocable license to use the MediMom Software solely for internal business operations. The Software is provided as a self-hosted deployment within the Client's designated cloud infrastructure.
3. Deployment and Infrastructure Obligations
- Client Responsibilities: The Client is solely responsible for procuring, configuring, and maintaining the underlying cloud server environment (AWS, Azure, or GCP). The Client must ensure the infrastructure meets the minimum technical requirements specified by Minno Software Solutions for optimal Software performance.
- Deployment: We will deploy and configure the Software directly onto the Client Infrastructure.
- Administrative Control: The Client retains absolute administrative control and ownership of their server environment, root access, and all associated databases at all times.
4. Third-Party Subscriptions and AI Integrations
The MediMom Software is equipped with advanced communication and artificial intelligence modules that require external integrations.
- Client-Procured Subscriptions: The Client is solely responsible for procuring, funding, and maintaining active subscriptions and API access for:
- Generative AI (GenAI) Services
- Meta Business APIs (for WhatsApp utility and promotional messaging)
- SMS Gateway Services (for OTPs, alerts, and notifications)
- GenAI and Data Localization (Vertex AI vs. Ollama): MediMom is engineered to work primarily with Google Vertex AI for enterprise-grade generative AI features. However, Minno Software Solutions recognizes the critical nature of patient data privacy. Therefore, the Client has the option to deploy Ollama (an open-source, local AI model environment).
- If the Client opts for the Ollama integration, all AI processing is executed entirely within the Client Infrastructure. No data, prompts, or PHI will be transmitted outside of the Client's securely controlled server environment, ensuring strict, localized data compliance.
5. Access, Security, and Data Ownership
- Zero Data Retention: Minno Software Solutions operates on a strict zero-data-retention model. We do not host, store, process, or transmit Client data or PHI on our internal corporate servers or devices.
- Data Ownership: All data generated, entered, or processed through the Software remains the exclusive property of the Client.
- On-Demand Access Protocol: We do not maintain persistent access to the Client Infrastructure. Access by our technical team is strictly "On-Demand" and must be explicitly provisioned by the Client via temporary credentials or secure VPN for the sole purpose of maintenance, updates, or troubleshooting.
- Client Security Obligations: Securing the cloud environment, implementing firewalls, managing data backups, and ensuring network security are the exclusive responsibilities of the Client.
6. Intellectual Property Rights
All right, title, and interest in and to the MediMom Software, including source code, algorithms, user interfaces, documentation, and any custom modifications or enhancements made during the term of this Agreement, remain the exclusive intellectual property of Minno Software Solutions. The Client may not reverse engineer, decompile, or create derivative works from the Software.
7. Limitation of Liability and Disclaimers
- No Medical Advice: The Software is an administrative and operational tool. It is not intended to provide medical advice, diagnosis, or treatment. Clinical decisions remain the sole responsibility of the licensed healthcare providers.
- Limitation of Liability: Minno Software Solutions shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data loss, or server downtime arising from third-party infrastructure failures (AWS/Azure/GCP) or third-party API outages (Meta, SMS gateways, Google Vertex AI).
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes, controversies, or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Hyderabad, Telangana.
Financial, Billing, and Cancellation Policy
1. Post-Paid Billing Model
Minno Software Solutions operates exclusively on a post-paid billing cycle. Invoices are generated at the conclusion of the agreed-upon billing period (e.g., monthly or quarterly) for the software utilization and services rendered during that period.
2. Payment Terms
- Invoices will be transmitted electronically to the Client's designated billing contact.
- Payments are due in full within seven (7) calendar days from the date of invoice issuance.
- Failure to remit payment within the stipulated timeframe may result in the suspension of support services or temporary revocation of the Software license until the account is brought current.
3. Zero Refund Policy
Because our billing is strictly post-paid and invoices are issued only after services have been rendered and the Software has been actively utilized on the Client Infrastructure, no refunds are applicable under any circumstances.
4. Cancellation and Pro-Rated Billing
- Notice of Cancellation: The Client may terminate this Agreement at any time by providing a formal written notice of thirty (30) days to Minno Software Solutions.
- Pro-Rated Charges: If termination occurs prior to the end of a standard billing cycle, the Client is legally obligated to pay a pro-rated invoice. This invoice will calculate charges based precisely on the number of days the Software was active and licensed during the final billing period, up to the effective date of termination.
- Offboarding: Upon settlement of the final pro-rated invoice, Minno Software Solutions will cooperate to securely sever any technical links, and the Client must revoke all access credentials previously granted to our personnel.
Data Privacy and Protection Policy (B2B)
1. Information We Collect
As a B2B enterprise, Minno Software Solutions collects only the corporate and administrative information necessary to facilitate our business relationship. This includes:
- Organization names, registration details, and GST/Tax identification numbers.
- Names, email addresses, and phone numbers of administrative, IT, and billing contacts.
- Technical metadata related to server configuration (strictly for deployment purposes).
2. Role as Data Processor
Under applicable data protection frameworks (such as the Digital Personal Data Protection Act of India), the Client acts as the primary "Data Fiduciary" or "Data Controller." The Client dictates how patient data is collected and processed within the Software. Minno Software Solutions has no direct interaction with PHI.
3. Audit and Compliance
We strongly advise all Clients to utilize the built-in auditing and logging features provided by their chosen cloud provider (AWS CloudTrail, Azure Monitor, GCP Cloud Audit Logs) to independently track and verify any "On-Demand" access granted to Minno Software Solutions personnel.