Governing Use of Website, WhatsApp Channel, Mobile App, and The CLOCK Strategy® Programme

Effective Date: [15th July 2026]  |  Last Updated: [15th July 2026]

This is a comprehensive working draft. Placeholders are marked in red and must be completed. Have this reviewed by a licensed Indian advocate before publishing or attaching to any client-facing agreement — especially the refund/guarantee clause, which should mirror the exact wording of your signed client agreements.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you", "User", "Client", "hospital") and [TRANSFORM HOSPITALS — LEGAL ENTITY NAME], operating as "Transform Hospitals" ("Transform Hospitals", "we", "us", "our"), governing your access to and use of our website, WhatsApp Business channel, mobile application, Facebook/Instagram pages, and any related services, including The CLOCK Strategy® hospital transformation programme (collectively, the "Services").

By accessing our website, messaging us on WhatsApp, booking a Clarity Call, participating in a CLOCK Position Audit, or signing a client agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy. If you do not agree, please discontinue use of the Services.

These Terms apply in addition to, and do not replace, any separate signed engagement agreement executed between you and Transform Hospitals for the CLOCK Strategy programme. In the event of any conflict between these Terms and a signed engagement agreement, the signed engagement agreement shall prevail for matters specifically addressed therein.

Our Services are designed exclusively for hospital owners, promoters, CEOs, administrators, and other authorised decision-makers of hospitals, nursing homes, clinics, and healthcare facilities ("Hospitals"). By using our Services, you represent that:

•  You are at least 18 years of age;

•  You are authorised to represent and bind the Hospital on whose behalf you are engaging with us, or are engaging in your individual professional capacity;

•  All information you provide to us — including during the CLOCK Position Audit — is true, accurate, and not misleading.

Transform Hospitals provides hospital operations consulting and transformation advisory services under The CLOCK Strategy® framework, which may include:

•  A complimentary Clarity Call to assess fit and discuss your hospital's current position;

•  A paid CLOCK Position Audit (currently priced at ₹20,000 plus applicable GST), resulting in a diagnostic report mapping your hospital's Clock Position across the five pillars — People, Process, Workflow, Technology, and Financial Discipline & Community Reach;

•  A full engagement under the ADOPT or ADAPT pathway, delivered by our five-person delivery team ("Titans of 12"), typically structured as a 180-day execution plan, subject to a separately signed engagement agreement and applicable advance payment;

•  Ongoing advisory, training, and community resources as agreed under your specific engagement.

The specific scope, deliverables, timelines, and fees for your engagement will be set out in a separate written proposal and/or signed agreement, which forms part of your contractual arrangement with us alongside these Terms.

Admission into the CLOCK Strategy programme is not automatic upon payment of the Audit fee. It is granted at the sole discretion of Transform Hospitals following completion of the CLOCK Position Audit and assessment of the Hospital's readiness and fit. Transform Hospitals reserves the right to decline to proceed with a full engagement following the Audit, in which case only the fees applicable to the Audit stage shall apply, and no further obligation shall arise on either party in respect of the full Programme.

Upon acceptance, a formal written engagement agreement will be issued, to be executed and returned as per the process communicated to you. No full Programme work, staffing, or scheduling commences until the signed agreement is received and any applicable advance payment is realised.

•  The Clarity Call is offered free of charge and does not create any payment obligation.

•  The CLOCK Position Audit is chargeable at ₹20,000 plus applicable GST, payable in advance of the Audit being scheduled, unless otherwise agreed in writing.

•  Full Programme fees, advance payment terms, and the payment schedule will be specified in your signed engagement agreement.

•  All fees are exclusive of applicable taxes unless expressly stated otherwise, and GST will be charged as applicable under Indian law.

•  Invoices/receipts will be issued for all payments received. Please retain these for your records.

Transform Hospitals reserves the right to revise its fee structure for new engagements at any time; such revisions will not affect fees already agreed under a signed engagement agreement.

6.1 The Written Guarantee

Consistent with our commitment that "transformation is guaranteed, not just promised," every full Programme engagement is governed by a signed written agreement that documents the specific, measurable milestones and outcomes agreed for your Hospital over the engagement period (typically 180 days).

6.2 Refund Trigger

If the milestones and outcomes expressly documented in your signed engagement agreement are not achieved within the agreed timeframe — and such shortfall is attributable to Transform Hospitals' non-performance rather than to the Hospital's non-cooperation, non-implementation, or failure to meet its own obligations under the agreement — the refund policy set out in that signed engagement agreement shall be activated, on the terms, conditions, and formula specified therein.

6.3 Conditions & Exclusions

The guarantee and refund policy described in this Section 6 is subject in all respects to the specific terms of your signed engagement agreement, and does not apply to:

•  The free Clarity Call, which carries no fee and therefore no refund obligation;

•  The CLOCK Position Audit fee, which is charged for diagnostic work actually performed and is non-refundable once the Audit has been delivered, except where expressly agreed otherwise in writing;

•  Delays or shortfalls caused by the Hospital's failure to provide access, data, staff cooperation, decision-making, or timely implementation of agreed recommendations;

•  Circumstances beyond Transform Hospitals' reasonable control (see Section 12 — Force Majeure).

Placeholder: insert the exact refund formula/percentage/timeline from your standard engagement agreement here, or state that it is governed exclusively by the signed agreement, once finalised with your advocate.

As a condition of engagement, you agree to:

•  Ensure full attendance and participation of relevant decision-makers and staff in sessions, audits, and reviews as reasonably requested;

•  Provide accurate, complete, and timely information, data, and access required for the Audit and subsequent implementation;

•  Implement agreed recommendations, SOPs, and workflows in good faith and within agreed timelines;

•  Maintain sincerity, punctuality, and professional conduct expected of a member Hospital of the Transform Hospitals community, in accordance with our Community Charter (where applicable to your engagement);

•  Make payments in accordance with the agreed schedule.

Failure to meet these obligations may affect the applicability of the guarantee described in Section 6, and may, in serious or repeated cases, entitle Transform Hospitals to suspend or terminate the engagement in accordance with Section 10.

The CLOCK Strategy®, the CLOCK Position framework, the ADOPT/ADAPT methodology, the Titans of 12 delivery structure, the King & Queen framework, all associated diagnostic tools, training materials, templates, course content, trademarks, logos, and brand assets (collectively, "Transform Hospitals IP") are the exclusive intellectual property of Transform Hospitals, whether or not registered.

•  Nothing in these Terms transfers ownership of any Transform Hospitals IP to you.

•  You are granted a limited, non-exclusive, non-transferable licence to use Transform Hospitals IP solely for the internal operational benefit of your Hospital during the term of your engagement.

•  You may not copy, reproduce, resell, sublicense, reverse-engineer, or distribute any Transform Hospitals IP, methodology, or proprietary materials to any third party, including competing hospitals or consultants, without our prior written consent.

•  Any feedback, testimonials, case-study data, or results you share with us may be used by Transform Hospitals for marketing, subject to your consent where personal or hospital-identifying data is involved (see our Privacy Policy).

Both parties agree to keep confidential any non-public business, financial, operational, or patient-adjacent information shared in the course of the engagement, and to use such information solely for the purpose of delivering or receiving the Services. This obligation survives termination of the engagement for a period of

This obligation survives termination of the engagement for a period of [INSERT PERIOD, e.g., 3 years] from the date of termination, except where a longer period is required by law or by your signed engagement agreement.

Transform Hospitals does not disclose one client Hospital's audit findings, financial data, or operational data to another client Hospital or any unrelated third party without consent, except in aggregated, anonymised form for case studies where separately agreed.

Transform Hospitals reserves the right to suspend or terminate an engagement, with written notice, where:

•  The Hospital breaches these Terms or its signed engagement agreement and fails to remedy such breach within a reasonable cure period after notice;

•  Payments due remain outstanding beyond the agreed schedule;

•  The Hospital's conduct is inconsistent with the sincerity, discipline, and cooperation required under our Community Charter, including repeated non-implementation of agreed recommendations.

Either party may terminate the engagement in accordance with the termination clause specified in the signed engagement agreement. The consequences of termination on fees paid, refunds, and outstanding deliverables shall be governed by that agreement and, in the case of the Programme guarantee, by Section 6 of these Terms.

While Transform Hospitals has a track record across 450+ hospitals and stands behind its methodology with a written guarantee framework, you acknowledge that:

•  Outcomes depend materially on timely, good-faith implementation by the Hospital and its staff, and on factors outside Transform Hospitals' control (e.g., local market conditions, regulatory changes, staff attrition);

•  Transform Hospitals provides management, operational, and business consulting services; it does not provide medical, clinical, legal, or statutory compliance advice, and Hospitals remain solely responsible for their own clinical governance, licensing, and regulatory compliance (including NABH, CGHS, biomedical waste, and other applicable healthcare regulations);

•  Except as expressly guaranteed in a signed engagement agreement under Section 6, the Services are provided on a professional-efforts basis, without warranties of any specific result beyond what is expressly documented in that agreement.

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, internet or platform outages (including WhatsApp/Meta service disruptions), strikes, or other events of force majeure. Timelines affected by such events shall be reasonably extended, and the guarantee timeline under Section 6 shall be adjusted accordingly.

To the maximum extent permitted under applicable Indian law, Transform Hospitals' aggregate liability arising out of or in connection with the Services, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by the Hospital to Transform Hospitals under the relevant engagement agreement in the twelve (12) months preceding the event giving rise to the claim, except in respect of the refund entitlement expressly provided under Section 6 and the signed engagement agreement, which shall be governed by its own terms. Transform Hospitals shall not be liable for any indirect, incidental, or consequential loss, including loss of profits or business opportunity, save where such exclusion is not permitted under applicable law.

By providing your mobile number and interacting with our WhatsApp Business channel, chatbot, or providing your contact details on our website or landing pages, you consent to receiving service-related and, where you have opted in, promotional communication from Transform Hospitals via WhatsApp, SMS, email, and phone call, subject to applicable Indian regulations (including TRAI regulations on commercial communication, where applicable). You may opt out of promotional communication at any time by informing us, without affecting service-related communication necessary for your ongoing engagement.

Our Services rely in part on third-party platforms, including WhatsApp/Meta Platforms, Inc., Google Play Store, Apple App Store, and payment gateway providers. Your use of these platforms is additionally governed by their own respective terms of service, over which Transform Hospitals has no control and for which it accepts no liability.

These Terms shall be governed by and construed in accordance with the laws of India. Any dispute, controversy, or claim arising out of or relating to these Terms or any engagement agreement shall first be attempted to be resolved amicably through good-faith discussion between the parties. Failing amicable resolution within [30 days To 300 Days], the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [Pune], conducted in the English language, before a sole arbitrator mutually appointed by the parties. Subject to the foregoing, the courts at [Pune City] shall have exclusive jurisdiction.

Placeholder: confirm with your advocate whether you want mandatory arbitration (recommended for a consulting business to keep disputes private and efficient) or ordinary civil court jurisdiction instead.

Transform Hospitals may update these Terms from time to time to reflect changes in our Services or applicable law. The "Last Updated" date at the top of this document indicates the most recent revision. Material changes will be communicated to active clients through WhatsApp, email, or the app. Continued use of the Services after such changes constitutes acceptance of the revised Terms. Any changes shall not retroactively affect the specific terms of a signed engagement agreement already in force.

These Terms, together with our Privacy Policy and any signed engagement agreement executed between you and Transform Hospitals, constitute the entire agreement between the parties in relation to the Services, and supersede all prior discussions, representations, or understandings, whether oral or written, except where such prior communication is expressly incorporated by reference into a signed engagement agreement.

For any questions regarding these Terms, please contact us at:

Transform Hospitals

Email: [improvehospital@transfrmhospitals.com]

WhatsApp/Phone: [+91-9962416077]

Registered Address: [Gagan Utopia, Keshavnagar, Mundhwa, Pune, Maharashtra, India]

Legal note: This document is a comprehensive working template and not a substitute for advice from a licensed advocate. Before publishing or attaching to client agreements, please: (1) fill in every red placeholder; (2) align Section 6 (Guarantee & Refund Policy) exactly with the wording used in your actual signed engagement agreements, since these Terms and that agreement must not conflict; (3) confirm the arbitration/jurisdiction clause with your advocate; (4) reconfirm current GST rate and audit fee figures before each publish cycle.