Vendor Terms

Vendor Terms and Conditions – MediMSG These Vendor Terms and Conditions govern the relationship between Neugenic Mediventure Collective Private Limited, a company incorporated under the Companies Act, 2013, India, and any vendor, supplier, consultant, contractor, or service provider engaged in connection with the MediMSG platform or any associated product or service. By providing any goods or services to the Company, the Vendor agrees to be legally bound by these Terms. The Vendor shall provide services strictly in accordance with the scope, timelines, and specifications mutually agreed in writing through purchase orders, work orders, statements of work, emails, or formal agreements. These Terms shall apply to all engagements unless expressly overridden by a written agreement signed by the Company. The Vendor represents and warrants that it is legally competent to enter into this Agreement, holds all necessary licenses and approvals, and shall perform all services with due skill, care, diligence, and professional standards. The Vendor further confirms that no conflict of interest exists and that its engagement shall not violate any applicable law or third-party obligation. The Vendor shall comply with all applicable laws of India, including but not limited to the Information Technology Act, 2000, data protection regulations, and any industry-specific rules. Where services relate to messaging platforms, APIs, or communication infrastructure, the Vendor shall also comply with applicable Meta and WhatsApp policies. Any violation shall be treated as a material breach. All non-public information disclosed by the Company, including business information, user data, technical details, source code, credentials, documentation, or operational data, shall be treated as strictly confidential. The Vendor shall not disclose, copy, store, or misuse such information and shall use it solely for fulfilling obligations under this Agreement. Confidentiality obligations shall survive termination of the engagement. Where the Vendor is granted access to platform infrastructure, APIs, user data, or internal systems, the Vendor shall implement industry-standard security measures and shall not store, sell, reuse, transfer, or exploit any data for any purpose beyond the engagement. The Vendor shall immediately notify the Company of any actual or suspected data breach, security incident, or unauthorized access. All intellectual property created, developed, or delivered by the Vendor in connection with MediMSG, including software, code, designs, documentation, reports, or derivative works, shall be deemed work made for hire and shall vest exclusively with Neugenic Mediventure Collective Private Limited unless otherwise agreed in writing. The Vendor waives any ownership, moral, or residual rights therein. Payments shall be made strictly as per the agreed commercial terms subject to submission of valid and compliant invoices. The Company reserves the right to withhold or delay payments in case of incomplete work, quality issues, non-compliance, or breach of these Terms. Any advance or milestone payment shall not be construed as acceptance of deliverables. During the term of engagement and for a period of twelve months thereafter, the Vendor shall not solicit, hire, or engage any employee of the Company, nor shall it directly approach or solicit the Company’s clients, users, or partners without prior written consent. The Vendor shall not subcontract, assign, or transfer any part of its obligations without the Company’s prior written approval. The Vendor shall remain fully responsible for the acts and omissions of any approved subcontractor. The Vendor agrees to indemnify and hold harmless Neugenic Mediventure Collective Private Limited, its directors, officers, employees, and partners from any claims, losses, damages, liabilities, penalties, or legal proceedings arising out of breach of these Terms, intellectual property infringement, data breach, negligence, or violation of law by the Vendor. To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, or consequential damages. Any liability of the Company, if established, shall be limited to the fees paid to the Vendor in the preceding three months. This Agreement may be terminated by the Company immediately in the event of breach, misconduct, non-compliance, security risk, or reputational risk. Upon termination, the Vendor shall immediately cease all access, return or destroy all confidential information, and no further payments shall be due except for accepted and completed work. The Vendor is engaged as an independent contractor. Nothing contained herein shall be deemed to create any partnership, joint venture, agency, or employer-employee relationship between the parties. Neither party shall be liable for failure or delay in performance due to events beyond reasonable control, including acts of God, government actions, or infrastructure failures. These Terms shall be governed by and construed in accordance with the laws of India. All disputes shall be subject to the exclusive jurisdiction of courts in India. For any legal notices or communication, the Vendor may contact Neugenic Mediventure Collective Private Limited at support@medimsg.in or through the official website https://medimsg.in