Version 2026-11-draft-1 · Draft, pending review by counsel
Draft. This is a draft pending review by counsel. It is published for transparency and is not yet offered for acceptance.
This agreement is between the clinic or healthcare organisation that holds an account on ZiloCare (the "Clinic") and Outshade Digital Media Pvt. Ltd., which operates ZiloCare ("ZiloCare").
For the personal data that the Clinic and its staff put into ZiloCare about their patients, enquirers and staff, the Clinic is the data fiduciary: it decides why and how that data is used. ZiloCare is the data processor: it handles that data only on the Clinic's behalf, to provide the products the Clinic has subscribed to.
The Digital Personal Data Protection Act, 2023 permits a data fiduciary to engage a data processor only under a valid contract, and leaves the fiduciary accountable for the processing (DPDP Act 2023, s.8(2)). This agreement is that contract. [counsel to confirm that this document is sufficient as the contract the Act requires]
ZiloCare processes personal data to deliver the products the Clinic subscribes to: for example patient and appointment records, billing, prescriptions and lab results (Practice OS); messages and campaigns (Growth); reviews and replies (Reputation); the Clinic's website forms and enquiries (Pages); chat conversations and leads (Chat); waiting-room displays (Board); and compliance registers (Comply).
The categories of data are those the Clinic chooses to enter or collect through these products. The data principals are the Clinic's patients, prospective patients, website and chat visitors, and the Clinic's own staff. [counsel to confirm whether the categories and data principals need to be listed in a schedule]
ZiloCare processes the Clinic's personal data only to provide the products and only on the Clinic's documented instructions. The Clinic's instructions are this agreement, ZiloCare's terms of service, and the way the Clinic configures and uses the products.
ZiloCare does not use the Clinic's personal data for its own marketing or sell it. [counsel to confirm]
If ZiloCare believes an instruction would be unlawful, it will tell the Clinic. [counsel to confirm]
The Clinic must protect the personal data in its possession or under its control, including data processed on its behalf, with reasonable security safeguards (DPDP Act 2023, s.8(5)). ZiloCare supports this with the safeguards below, which are the ones its platform applies today.
Access to a Clinic's workspace is controlled by roles: administrators, managers, staff and any custom roles the Clinic defines. Database access rules keep one Clinic's records separate from another's. Credentials that ZiloCare stores on the Clinic's behalf, such as connection secrets, are encrypted. Files such as lab reports and compliance evidence are held in private storage and reached through time-limited links. Changes to organisation settings, team access and billing details are recorded in an audit log. Connections to ZiloCare are encrypted in transit.
[counsel to confirm: whether this list is the right level of detail for the agreement, and whether encryption at rest and any security certification should be stated once ZiloCare has verified them]
ZiloCare uses other service providers to run the products. Today they are: Supabase (database, sign-in and file storage); Amazon Web Services (application hosting); Anthropic (artificial-intelligence features, where the Clinic uses them); OpenAI (voice dictation, where the Clinic uses it); Razorpay (payment processing); Gupshup (WhatsApp messaging); MSG91 (SMS); and Resend (email).
ZiloCare is responsible to the Clinic for the sub-processors it uses. [counsel to confirm the final list, the role each provider plays for each product, and whether other infrastructure services, such as bot protection on public forms, must also be listed]
ZiloCare will give the Clinic notice before it adds a sub-processor that will handle the Clinic's personal data. [counsel to confirm the notice period and the Clinic's right to object]
If ZiloCare becomes aware of a personal data breach affecting the Clinic's personal data, it will tell the Clinic without undue delay and give the Clinic the information it reasonably needs to meet its own duties to the Data Protection Board and to affected data principals (DPDP Act 2023, s.8(6)).
The Clinic, as data fiduciary, decides whether and how to notify the Board and the people affected; ZiloCare will cooperate. [counsel to confirm the form of the notice, the contact point, and whether a fixed notice period should be agreed]
People whose data the Clinic holds may ask the Clinic for a summary of their data, for correction or erasure, to raise a grievance, or to nominate someone to act for them. ZiloCare will give the Clinic reasonable help, through the products' features and on request, so the Clinic can answer those requests itself.
If a data principal contacts ZiloCare directly about the Clinic's data, ZiloCare will pass the request to the Clinic rather than answer it. [counsel to confirm]
Closing a Clinic's organisation on ZiloCare ends access for its members and cancels its subscriptions. It does not delete the Clinic's records: they are kept for the periods that law requires them to be kept, for example for PC-PNDT, MTP, GST and clinical records.
The Clinic may ask ZiloCare in writing to return its data or to erase data that no retention period requires ZiloCare to keep. [counsel to confirm the export format, how requests are made, how deletion is confirmed, and what happens to data held by sub-processors]
[counsel to confirm: the country and region in which the application and database are hosted, and the location of each sub-processor listed in section 5.] Until this is confirmed, this draft makes no statement about where the Clinic's data is kept.
This agreement starts when the Clinic accepts it and lasts for as long as the Clinic has an account on ZiloCare. [counsel to confirm]
Governing law, the courts that have jurisdiction, liability and any limitation of it: [counsel to confirm].
Between the clinic (data fiduciary) and Outshade Digital Media Pvt. Ltd., which operates ZiloCare (data processor). Version 2026-11-draft-1, not yet in effect. Organisation admins accept the agreement from Settings > Organization once acceptance opens.