Terms of Service

01

Acceptance of terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Professional", "you", or "your") and CIVIGO Solutions Private Limited, a company incorporated under the Companies Act, 2013, with its registered office in Hyderabad, Telangana, India ("CIVIGO", "we", "us", or "our"), governing your access to and use of the PROFR practice management platform ("Platform").

By creating an account, clicking "I agree," or otherwise accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional policies referenced herein. If you do not agree, you must not access or use the Platform.

These Terms are effective as of the date on which you first access the Platform or accept them, whichever is earlier.

02

Definitions

• "Platform" means the PROFR software-as-a-service application, accessible at profr.in, dashboard.profr.in, and associated subdomains, including all features, APIs, and integrations.
• "Professional" means an independent professional (nutritionist, psychologist, coach, real estate agent, or any other category) who registers for a PROFR account to manage their practice.
• "Client" means a patient, customer, or end-user whose records are managed by a Professional through the Platform.
• "Professional Data" means all data entered into the Platform by the Professional, including client records, session notes, invoices, and business information.
• "Subscription" means the paid or free access tier selected by the Professional, as described at profr.in and updated from time to time.
• "Session Revenue" means fees collected directly by the Professional from their Clients for professional services — separate from the Platform Subscription fee paid to CIVIGO.

03

Eligibility

To use the Platform, you must:

• Be at least 18 years of age;
• Be legally capable of entering into a binding contract under the Indian Contract Act, 1872;
• Be an independent professional, freelancer, or business entity operating lawfully in India;
• Not have been previously suspended or terminated from the Platform for breach of these Terms; and
• Provide accurate, complete, and current registration information.

The Platform is designed for use by independent professionals managing their own practice. Corporate entities with multiple professionals may access the Platform under our team or studio plans, subject to separate terms where applicable.

04

Your account

4.1 Registration

You must provide accurate and complete information when registering. You agree to promptly update your account information if it changes. CIVIGO reserves the right to refuse registration or suspend accounts where information is found to be false, misleading, or incomplete.

4.2 Account security

You are solely responsible for maintaining the confidentiality of your login credentials. You must not share your account credentials with any third party. You agree to notify us immediately at contact@profr.in if you suspect unauthorised access to your account. CIVIGO shall not be liable for any loss or damage arising from your failure to maintain the security of your credentials.

4.3 One account per professional

Each account is intended for use by a single individual professional. Team plans permit multiple user seats under a single organisation, subject to the applicable plan limits.

4.4 Account verification

We may verify your identity, professional qualifications, or business registration at any time. Failure to provide requested verification within a reasonable time may result in suspension of your account.

05

The PROFR platform

5.1 What we provide

PROFR provides a software platform that enables independent professionals to manage client records, schedule sessions, generate invoices, process payments, and communicate with clients. The Platform is a tool — CIVIGO does not employ professionals, provide professional services, or act as an intermediary in the professional-client relationship.

5.2 Platform availability

We endeavour to maintain Platform availability of at least 99% measured monthly, excluding scheduled maintenance, force majeure events, and circumstances beyond our reasonable control. We will provide advance notice of scheduled maintenance where practicable.

During the beta and early access phase, the Platform is provided on a best-efforts basis. We do not guarantee uninterrupted access during this phase.

5.3 Features and updates

We reserve the right to modify, add, or remove Platform features at any time. Where a modification materially reduces the core functionality you paid for, we will provide at least 14 days' advance notice and offer a pro-rata refund for the affected subscription period upon request.

5.4 WhatsApp integration

WhatsApp-based communication features are subject to Meta's WhatsApp Business API policies. CIVIGO is not responsible for disruptions to WhatsApp services caused by Meta. Professionals must comply with applicable DLT regulations and Meta's commerce and messaging policies when using WhatsApp through the Platform.

06

Subscriptions & payments

6.1 Subscription plans

PROFR offers tiered subscription plans as published at profr.in (subject to change with notice). Plans include a Starter (free) tier and paid tiers (Solo, Practice, Studio) with varying client capacity limits and feature sets.

6.2 Billing

Paid subscriptions are billed monthly or annually in Indian Rupees (INR). Payment is processed through Razorpay. By providing payment details, you authorise CIVIGO to charge the applicable subscription fee on a recurring basis until you cancel.

6.3 Taxes

All subscription fees are exclusive of applicable Goods and Services Tax (GST). GST will be levied at the applicable rate and reflected on your invoice. CIVIGO's GST registration number will be included on all tax invoices.

6.4 Cancellation and refunds

You may cancel your subscription at any time through your account settings. Upon cancellation:

• Your access to paid features will continue until the end of the current billing period.
• No refunds will be issued for the current billing period, except where required by applicable consumer protection law.
• Your Professional Data will be retained for 90 days after account closure, during which you may request an export. After 90 days, data will be permanently deleted subject to legal retention obligations.

CIVIGO reserves the right to modify subscription pricing with a minimum of 30 days' advance written notice. Price changes will take effect at the start of your next billing cycle.

6.5 Failed payments

If a payment fails, we will attempt to collect the overdue amount for up to 7 days. If payment is not received within this period, your account may be downgraded to the Starter plan or suspended. You will be notified at each stage. We will not delete your data during the payment grace period.

07

Commission & zero-commission policy

CIVIGO charges zero commission on session fees, programme fees, and recurring subscription fees collected directly by Professionals from their Clients through their own Razorpay accounts. The flat subscription fee paid to CIVIGO is the sole commercial consideration for standard platform use.

7.1 Marketplace and discovery commission

Where CIVIGO introduces a new Client to a Professional through a future PROFR storefront or marketplace feature (if and when launched), a commission of up to 5% of the first transaction from that new Client introduction may apply. This commission applies only to net-new clients introduced by PROFR, not to existing clients. Where such a feature is launched, Professionals will be notified at least 30 days in advance.

7.2 Payment processing

CIVIGO does not collect or hold session payments on behalf of Professionals. Professionals connect their own Razorpay accounts to the Platform. All session payments are made directly between Clients and Professionals. CIVIGO has no liability for failed, disputed, or refunded payment transactions between Professionals and their Clients.

7.3 Affiliate programme

If you refer another professional to PROFR through our affiliate programme, you may earn a referral commission of up to 2.5% of that professional's subscription revenue, subject to the terms of the affiliate programme published separately.

08

Professional obligations

As a Professional using PROFR, you agree to:

• Maintain professional standards: Provide services to your Clients in accordance with all applicable professional, ethical, and regulatory standards governing your profession (e.g., requirements of the Medical Council of India, Bar Council, or other relevant regulatory body).
• Obtain client consent: Obtain appropriate informed consent from your Clients before recording their personal and health information on the Platform, including disclosure that their data is stored on a third-party software platform.
• Accurate information: Represent your qualifications, experience, and services truthfully. CIVIGO does not verify professional credentials and is not responsible for misrepresentations.
• Applicable law compliance: Comply with all laws applicable to your professional practice, including tax obligations, GST registration, professional licensing requirements, and data protection obligations under the DPDP Act, 2023 in respect of your clients' data.
• Client data responsibility: You are the Data Fiduciary for your clients' personal data that you enter into the Platform. CIVIGO processes this data as a Data Processor on your behalf. You bear primary responsibility for the lawful collection and use of your clients' data.
• WhatsApp compliance: Comply with Meta's WhatsApp Business messaging policies, including DLT registration requirements under TRAI regulations, when sending messages through the Platform.

09

Prohibited conduct

You must not use the Platform to:

• Engage in any activity that violates applicable Indian law, including but not limited to the IT Act, 2000, the DPDP Act, 2023, the Consumer Protection Act, 2019, or any professional regulation;
• Upload, store, or transmit content that is defamatory, obscene, harassing, fraudulent, or unlawful;
• Impersonate any person or entity, or misrepresent your professional qualifications;
• Circumvent, disable, or interfere with security features of the Platform, including rate limiters, authentication systems, or access controls;
• Reverse-engineer, decompile, or attempt to extract the source code of the Platform;
• Use automated scripts, bots, or scraping tools against the Platform without prior written consent;
• Resell, sublicense, or transfer access to the Platform to third parties;
• Use the Platform to process or store data relating to minors without appropriate parental or guardian consent;
• Upload malicious code, viruses, or any software designed to disrupt the Platform or other users;
• Use the Platform for any purpose that competes with CIVIGO's business without prior written consent.

Breach of this section may result in immediate suspension or termination of your account without refund, and may expose you to civil and criminal liability under applicable law.

10

Intellectual property

10.1 CIVIGO's intellectual property

The PROFR Platform, including its software, design, trademarks, logos, and all content created by CIVIGO, is owned by CIVIGO Solutions Private Limited and is protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and applicable intellectual property laws. Nothing in these Terms transfers any intellectual property right to you.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your practice management purposes, in accordance with these Terms.

10.2 Your data

You retain all ownership of the Professional Data you enter into the Platform. By using the Platform, you grant CIVIGO a limited, non-exclusive licence to process, store, and transmit your Professional Data solely to operate and provide the Platform services. CIVIGO does not claim ownership of your data and will not use it for any purpose beyond providing the Platform.

10.3 Feedback

If you submit feedback, suggestions, or ideas about the Platform, you grant CIVIGO the right to use such feedback without restriction or compensation. You waive any moral rights in such feedback to the extent permitted under applicable law.

11

Data & privacy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you agree to the Privacy Policy.

As a Professional, you act as the Data Fiduciary for your clients' personal data. CIVIGO acts as a Data Processor, processing such data only on your instructions and in accordance with our Privacy Policy. You are responsible for ensuring that you have a lawful basis under the DPDP Act, 2023, to collect and process your clients' personal data through the Platform.

CIVIGO implements reasonable security measures as described in the Privacy Policy. In the event of a data security incident that may affect your data or your clients' data, CIVIGO will notify you as required by applicable law and will cooperate with your incident response efforts.

12

Third-party services

The Platform integrates with third-party services including Razorpay, Google Calendar, WhatsApp Business API, and MSG91. Your use of these integrations is subject to the respective third parties' terms of service and privacy policies. CIVIGO is not responsible for the availability, functionality, or conduct of third-party services.

Links to third-party websites on the Platform are provided for convenience only. CIVIGO does not endorse, control, or assume responsibility for the content, privacy practices, or terms of any third-party website.

13

Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE INDIAN LAW, CIVIGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CIVIGO does not warrant that:

• The Platform will be uninterrupted, error-free, or free from security vulnerabilities at all times;
• Any errors or defects in the Platform will be corrected within any particular timeframe;
• The Platform is suitable for your specific professional or regulatory requirements.

CIVIGO is a software platform provider. We do not provide medical, legal, financial, psychological, or any other professional advice. The professional relationship exists exclusively between you and your Clients. CIVIGO has no liability for the quality, accuracy, or outcome of the professional services you deliver.

13.1 No liability for professional services — sessions, programmes, webinars, and consultations

CIVIGO does not provide, supervise, endorse, or bear any responsibility for any professional services, advice, sessions, programmes, webinars, diet plans, therapy, consultations, coaching, real estate recommendations, or any other services delivered by Professionals to their Clients through or in connection with the Platform.

The professional relationship — and all associated legal, ethical, and professional responsibility — exists exclusively between the Professional and the Client. The following applies to all users of the Platform, including Professionals and their Clients:

• CIVIGO is not a party to the professional-client relationship and has no control over the nature, quality, safety, legality, or outcome of any professional service delivered through or arranged via the Platform;
• Any sessions, programmes, webinars, diet plans, nutritional guidance, mental health consultations, physical training, real estate advice, coaching, or other services accessed through the Platform are provided solely by the Professional. The Professional bears full and exclusive legal and professional responsibility for such services;
• CIVIGO makes no representation that any Professional is licensed, certified, qualified, or competent to provide any particular service. Professionals are solely responsible for ensuring they hold all qualifications, licences, certifications, and regulatory registrations required by applicable Indian law and the relevant professional regulatory body (including but not limited to the Medical Council of India, the Rehabilitation Council of India, RERA, or any applicable state or national body);
• Participation in any session, programme, webinar, consultation, or activity organised through the Platform — whether conducted online or in person — is entirely at the Client's own risk. Clients are advised to independently verify the professional qualifications and credentials of any Professional before availing their services;
• Any physical injury, illness, adverse health outcome, mental or emotional distress, financial loss, property-related loss, or any other harm — whether direct, indirect, or consequential — suffered by any Client or third party as a result of the professional services delivered by a Professional is the sole responsibility of the Professional. CIVIGO shall have no liability whatsoever for such harm, regardless of whether the services were booked, scheduled, invoiced, communicated, or paid for through the Platform;
• CIVIGO is not responsible for verifying the accuracy, completeness, or fitness for purpose of any health advice, diet plan, exercise programme, mental health intervention, real estate recommendation, coaching methodology, or any other content or guidance provided by a Professional to a Client.

Professionals who deliver health, wellness, psychological, nutritional, or any other regulated professional services through the Platform are independently responsible for: (a) obtaining informed consent from their Clients prior to commencing services; (b) carrying appropriate professional indemnity insurance; (c) complying with all applicable regulatory, ethical, and legal requirements of their profession; and (d) maintaining accurate and complete records as required by applicable professional standards.

Nothing in this clause affects the liability of a Professional to their Client under applicable Indian law, including the Consumer Protection Act, 2019, or any other statute governing professional liability and consumer rights.

14

Limitation of liability

To the maximum extent permitted by applicable Indian law:

• CIVIGO's total aggregate liability to you for any claim arising out of or related to these Terms or the Platform shall not exceed the total subscription fees paid by you in the 3 months immediately preceding the claim.
• CIVIGO shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, loss of clients, or business interruption, however caused.
• CIVIGO shall not be liable for any disruption, delay, or failure caused by force majeure events, including acts of God, government action, war, civil unrest, pandemic, natural disaster, internet infrastructure failure, or third-party service failure.

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable Indian consumer protection law.

15

Indemnification

You agree to indemnify, defend, and hold harmless CIVIGO Solutions Private Limited, its directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms or the Privacy Policy;
• Your violation of any applicable law or the rights of any third party;
• The professional services you provide or fail to provide to your Clients;
• Any misrepresentation of your qualifications or the nature of your services;
• Any dispute between you and your Clients.

16

Suspension & termination

16.1 Termination by you

You may terminate your account at any time by cancelling your subscription through your account settings and writing to contact@profr.in. Termination does not entitle you to a refund for the current billing period, except as provided in Section 6.4.

16.2 Suspension or termination by CIVIGO

CIVIGO may suspend or terminate your account with immediate effect, without prior notice, if:

• You breach any material provision of these Terms, including the prohibited conduct in Section 9;
• You engage in fraudulent, abusive, or unlawful activity on or through the Platform;
• Continued provision of the service would violate applicable law or expose CIVIGO to legal liability;
• You fail to pay subscription fees within the grace period in Section 6.5.

Where suspension or termination is due to reasons other than breach (e.g., regulatory requirement or business closure), CIVIGO will provide at least 30 days' advance notice and a pro-rata refund for the unused subscription period.

16.3 Effect of termination

Upon termination, your right to access the Platform ceases immediately. CIVIGO will retain your Professional Data for 90 days, during which you may request a full data export. After 90 days, your data will be permanently deleted, subject to legal retention obligations.

17

Changes to these terms

CIVIGO reserves the right to modify these Terms at any time. We will notify you of material changes by email to your registered address and by posting a notice on the Platform at least 14 days before the changes take effect.

For non-material changes (such as clarifications or corrections), we will update these Terms without advance notice, but will update the "Last updated" date at the top of this page.

Your continued use of the Platform after the effective date of a change constitutes your acceptance of the revised Terms. If you do not agree, you must cease using the Platform and may request termination of your account before the change takes effect.

18

Governing law & disputes

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

18.1 Dispute resolution

In the event of a dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute amicably through good-faith negotiation for a period of 30 days from the date one party notifies the other of the dispute.

18.2 Arbitration

If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat of arbitration shall be Hyderabad, Telangana. The arbitration shall be conducted in English. The award of the arbitrator shall be final and binding.

18.3 Jurisdiction

Subject to the arbitration clause above, the courts at Hyderabad, Telangana, India shall have exclusive jurisdiction over any dispute that cannot be submitted to arbitration or where interim relief is sought.

18.4 Consumer protection

Nothing in this section limits your rights under the Consumer Protection Act, 2019, including the right to approach the appropriate Consumer Disputes Redressal Commission.

19

Contact & grievance officer

For any questions, concerns, or complaints regarding these Terms or the Platform:

We will acknowledge your complaint within 24 hours and endeavour to resolve it within 30 days, in accordance with the IT Act, 2000 and applicable consumer protection law.

These Terms, together with the Privacy Policy, constitute the entire agreement between you and CIVIGO in relation to the Platform and supersede all prior agreements, representations, and understandings.