GROWMAN RESEARCH AND CONSULTING PVT. LTD.

These terms and conditions ("Terms") govern the provision of market research and related services by Growman Research and Consulting Pvt. Ltd., a company incorporated under the laws of India ("GRG Health", "we", "us"), to the client identified in the applicable SoW/MSA or project agreement ("Client", "you").

These Terms apply to all research services provided by GRG Health and GRG Health shall not be bound by any terms or conditions contained in or referenced in any SoW/MSA, purchase order, or other client-issued document that are inconsistent with these Terms, unless such Terms are expressly superseded by specific written reference and mutual agreement of the parties.

1. Contract Formation and Order of Precedence

1.1. Any proposal, quotation, estimate, or timeline issued by GRG Health is indicative and non-binding until accepted through execution of a written SoW/MSA or master services agreement ("SoW/MSA").

1.2. The SoW/MSA, together with these Terms, constitutes the entire agreement between the parties in relation to the Services.

1.3. In the event of any inconsistency, the following order of precedence shall apply:

        (a)       these Terms

        (b)       the SoW/MSA.

1.4. Any proposal, quotation, or estimate issued by GRG Health shall remain valid for a period of sixty (60) calendar days from the date of issuance, unless expressly stated otherwise. Upon expiry of such period, GRG Health reserves the right to reassess feasibility, timelines, pricing, and assumptions prior to acceptance or execution of a SoW/MSA.

2. Scope of Services

2.1. GRG Health provides healthcare-focused market research, intelligence, and insight services, including but not limited to:

       (a)       online and digital research,

       (b)       telephonic interviews,

       (c)       qualitative and quantitative studies,

       (d)       hybrid and mixed-method research.

2.2. All Services are conducted strictly for research and insight purposes and are not intended for product promotion, sales, marketing, or influencing prescribing or purchasing behaviour.

3. Proposals, Timelines and Changes

3.1. Quoted timelines and delivery dates are based on assumptions provided by the Client and may change if project requirements evolve or in case of unforeseen events. GRG Health shall notify Client as soon as practicable in the event it anticipates a delay.

3.2. GRG Health shall not be responsible for delays arising from factors outside its reasonable control, including respondent availability, regulatory restrictions, client delays, or technology issues.

3.3. GRG Health’s obligation to supply or direct respondents to a Client survey is conditional upon GRG Health’s assessment that a sufficient pool of eligible respondents is available to reasonably meet the agreed delivery targets and other requirements set out in the applicable SoW/MSA.

3.4. Any material change in scope, methodology, sample criteria, or deliverables may require revision of timelines or feasibility, which shall be documented through mutual written agreement. Pricing, effort estimates, and delivery schedules shared by GRG Health are prepared on the basis of information available at the time of proposal and may require adjustment where the final scope, inputs, or project parameters materially differ from those initially outlined.

4. Recruitment, Screening, and Fieldwork Integrity

4.1. If the Client intends to engage another agency or partner for recruitment or fieldwork for the same project, this must be disclosed to GRG Health prior to project commencement.

4.2. Screening questions shall be used solely to determine eligibility and not as a means of collecting research data.

4.3. Screening length and structure shall follow accepted industry practices to ensure fairness to respondents and data quality.

4.4. Respondents who screen out after reasonable screening effort shall be treated ethically and fairly in line with applicable standards.

5. Research Methodology and Use of Secondary Sources

5.1. GRG Health conducts healthcare-focused market research using qualitative, quantitative, and hybrid methodologies, including online, telephonic, and analyst-assisted engagements, as appropriate to the project design. Research activities may involve direct respondent interviews, structured data collection, and validation-led research workflows, all conducted in accordance with applicable research ethics, quality-control standards, and GRG Health’s internal governance frameworks.

5.2. As part of its research methodology, GRG Health may, where appropriate, supplement primary research inputs with relevant secondary or desk-based sources, including publicly available information, prior validated research outputs, and internal analytical frameworks.

5.3. Such supplementary inputs are used solely to enhance analytical completeness, contextual accuracy, and insight quality, and shall not replace, modify, or dilute the primary research deliverables expressly agreed with the Client.

5.4. The use of secondary or desk-based sources shall not compromise respondent confidentiality, data integrity, or compliance with applicable data protection laws, and shall remain subject to GRG Health’s Data Governance SOP and applicable regulatory standards.

6. Re-Contact and Panel Protection

6.1. Re-contacting respondents after fieldwork closure is not permitted unless:

       (a)     the respondent has provided explicit, informed consent for re-contact for the stated purpose; and

       (b)     GRG Health has provided prior written approval.

6.2. Any respondent re-contact, if required, shall be coordinated through GRG Health to ensure consistency with consent parameters and Data Governance SOP. Direct re-contact by the Client is not permitted unless otherwise agreed in writing.

6.3. Client shall not attempt to identify, recruit, or enrol respondents into any panel, database, or community using information obtained through the Services.

7. Sample Delivery and Quality Controls

7.1. Sample profiles, eligibility criteria, and incidence assumptions shall be agreed upfront in the SoW/MSA.

7.2. GRG Health will use commercially reasonable efforts to deliver the agreed sample but does not guarantee any specific response volume or outcome.

7.3. If drop-out rates, feasibility, or incidence materially deviate from assumptions, GRG Health reserves the right to reassess timelines, feasibility, or methodology.

7.4. Any inability to reach the targeted sample size despite commercially reasonable efforts shall not be deemed a breach, and project billing shall be based on the actual surveys delivered in accordance with the SoW/MSA.

7.5. Client-Provided Lists

        (a)         Where the Client provides a list of potential participants for research purposes, GRG Health may use such list solely to                       assess feasibility and, where appropriate, to facilitate recruitment in accordance with applicable consent and data-                               protection requirements.

        (b)        All respondents recruited pursuant to a client-provided list shall be treated as part of GRG Health’s managed                                         respondent pool for the purposes of validation, quality control, and data governance.

        (c)        For the avoidance of doubt, no personally identifiable information of respondents, including names or contact details,                        shall be shared with the Client without explicit respondent consent and in accordance with GRG Health’s Data                                      Governance SOP and applicable data protection laws.

8. Survey Responses and Quality Review

8.1. GRG Health does not warrant the suitability, completeness, or usefulness of survey responses generated using materials or questionnaires provided by the Client.

8.2. The Client is responsible for ensuring that survey instruments are appropriately designed, logically structured, and technically functional to support valid responses.

8.3. Completed surveys may be reviewed for quality-control purposes. Requests to exclude or remove completed surveys must be supported by reasonable, objective quality criteria and notified to GRG Health within a reasonable period following completion.

8.4. GRG Health may decline requests to remove completed surveys where quality concerns arise from questionnaire design, survey logic, or factors outside GRG Health’s control.

8.5. Unless otherwise agreed in writing, completed surveys that do not meet agreed quality-exclusion criteria shall remain billable in accordance with the applicable Statement of Work.

8.6. Quantitative surveys are not recorded as a standard practice. Any recording of quantitative interviews shall occur only where expressly agreed in writing in advance, subject to applicable respondent consent requirements and data protection laws.

8.7. For qualitative research projects, including in-depth interviews (IDIs), the Client may, subject to prior respondent consent and project protocol, observe selected live interviews for validation and quality-assurance purposes. Such observation shall be non-intrusive and shall not involve directing, influencing, or interacting with respondents.

8.8. The Client may notify GRG Health of objectively verifiable data quality concerns relating to specific respondent entries within ten (10) calendar days of completion of fieldwork. Upon such notification, GRG Health shall review the identified responses in accordance with its quality control procedures and may, at its discretion, exclude responses that do not meet agreed quality standards.

8.9. For the avoidance of doubt, GRG Health shall retain final authority over quality control determinations, including the validation or exclusion of respondent entries, acting reasonably and in accordance with applicable research standards.

9. Incentives and Ethical Controls

9.1. Any incentives referenced in a quotation or SoW/MSA are indicative and are estimated based on the anticipated length, complexity, and effort associated with the relevant research activities.

9.2. GRG Health applies its internal methodology to determine the final incentive amount, format, and mode of disbursement in a manner consistent with ethical research standards and applicable fair-market-value principles. The final incentive structure may differ from initial estimates communicated during the proposal stage.

9.3. Unless expressly agreed otherwise in writing, incentives shall be invoiced in accordance with the amounts set out in the applicable SoW/MSA.

9.4. The Client shall be responsible for disclosing, at the bid or proposal stage, any sponsor-mandated incentive caps, fair-market-value restrictions, or other limitations applicable to respondent compensation, including applicable currency-specific requirements.

9.5. Where any such incentive caps or fair-market-value restrictions are communicated after project feasibility, timelines, or methodology have been finalised, GRG Health reserves the right, at its discretion, to:

       (a)       reassess project feasibility, timelines, or methodology;

       (b)       revise project pricing or scope; or

       (c)       decline to proceed with the project.

9.6. Where a project is cancelled or materially altered as a result of late disclosure of incentive restrictions, GRG Health reserves the right to recover costs incurred up to the date of such cancellation or alteration, as may be set out in the applicable SoW/MSA.

10. Project Cancellation and Billing

10.1. If a project is cancelled, suspended, or terminated by the Client after written or electronic confirmation of engagement, GRG Health reserves the right to invoice the Client for all costs reasonably incurred up to the effective date of such cancellation.

10.2. Such costs may include, without limitation:

          (a)      project management and project set-up fees;

          (b)      programming, scripting, or survey configuration work undertaken;

          (c)       interviews completed or in progress;

          (d)      recruitment costs and respondent incentives committed or paid;

          (e)      translation, moderation, and third-party vendor costs; and

          (f)       any other expenses incurred in connection with the project.

10.3. Where a minimum project fee has been agreed in the applicable SoW/MSA or quotation, GRG Health reserves the right to charge the applicable project minimum unless expressly agreed otherwise in writing.

10.4. This clause is without prejudice to any methodology-specific cancellation or rescheduling terms set out in the applicable SoW/MSA.

11. Survey Content Responsibility

11.1. Client is solely responsible for the legality, accuracy, and appropriateness of all survey instruments, discussion guides, and materials provided.

11.2. GRG Health’s review of research materials is limited to operational feasibility and does not constitute legal or regulatory approval.

11.3. Client shall not include content that is unlawful, defamatory, misleading, discriminatory, obscene, or that solicits confidential or non-public information.

12. Respondent Data Governance and Retention

12.1. For respondent data governance and retention, GRG Health follows a data-minimisation and audit-ready documentation framework encapsulated in detail in its Data Governance SoP and comprises three layers:

          (a)      Internal Validation Layer

                     Working documentation used for operational quality checks, retained for 90 calendar days from Project Closure, after                         which it is securely deleted.

         (b)      Audit-Sampling Layer

                    A limited, representative subset retained for audit and compliance verification for 3–5 years, unless a longer period is                        required by law or contract.

         (c)      Client Disclosure Layer

                   Consent-based validation data shared only upon written request and deleted from GRG Health systems within 30                               calendar days of disclosure.

12.2. "Project Closure" refers to the email from the project manager or other similar representative to the client of completion of all core research activities and deliverables for a project. A project shall be deemed formally closed upon final delivery of agreed research outputs to the Client and no later than 7 (Seven) calendar days from the date written or email confirmation of delivery by the project manager or the pre sales team.

13. Data Protection and Privacy

13.1. Each party shall comply with applicable data protection laws, including:

         (a)       the Digital Personal Data Protection Act, 2023 and the rules thereof (India),

         (b)       the Information Technology Act, 2000 and SPDI Rules (2011), and

         (c)       the General Data Protection Regulation (GDPR), where applicable.

13.2. Personal data shall be processed solely for the research purpose defined in the SoW/MSA and in accordance with principles of lawfulness, purpose limitation, data minimisation, and security.

13.3. Cross-border transfers, where applicable, shall be subject to appropriate contractual and technical safeguards.

13.4. Any personal data breach shall be notified to the other party without undue delay.

14. Adverse Event Reporting

14.1. Where a research project involves healthcare professionals or patients and may give rise to the spontaneous reporting of adverse events or product complaints, the Client shall notify GRG Health of any specific adverse event reporting requirements prior to commencement of fieldwork.

14.2. GRG Health’s role in relation to adverse events is limited to the collection and onward transmission of adverse event information reported voluntarily by respondents during the course of research activities, in accordance with the agreed project protocol.

14.3. GRG Health shall not assess, verify, investigate, or determine the seriousness, causality, or reportability of any adverse event and shall not act as a marketing authorisation holder, pharmacovigilance service provider, or regulatory reporting agent.

14.4. To minimise the processing and transfer of personal data, any adverse event information received by GRG Health shall be forwarded directly to the Client or the Client’s designated pharmacovigilance contact and shall not be retained beyond what is reasonably necessary to confirm such transmission, except where required by applicable law.

14.5. The Client remains solely responsible for all regulatory reporting, follow-up, and compliance obligations relating to adverse events, including reporting to health authorities.

14.6. Any additional operational or administrative requirements associated with adverse event handling may be subject to additional terms or charges, as agreed in writing.

15. Audit, Verification and Data Disclosure Controls

15.1. GRG Health may, upon reasonable written request, support client or sponsor audit and verification requirements relating to respondent authenticity, participation, and incentive disbursement, strictly in accordance with GRG Health’s Data Data Governance SOP and applicable data-protection laws.

15.2. Any audit or verification support provided by GRG Health shall be limited to:

          (a)      controlled documentation and validation records maintained for quality assurance and compliance purposes; and

          (b)      anonymised or pseudonymised datasets sufficient to demonstrate research integrity and compliance.

15.3. For the avoidance of doubt, audit or verification rights shall not extend to:

          (a)      unrestricted access to full respondent datasets;

          (b)     ongoing recruitment systems, panels, or platforms; or

          (c)      disclosure of personally identifiable information of respondents, unless expressly required by law and supported by explicit respondent consent.

15.4. Any respondent-level data shared for audit or verification purposes shall be subject to data-minimisation principles and limited retention periods as defined under GRG Health’s Data Governance SOP and applicable privacy laws, including the General Data Protection Regulation (GDPR) and India’s Digital Personal Data Protection Act, 2023.

15.5. Audit or verification materials shared with the Client shall:

         (a)      be used solely for the stated audit or verification purpose;

         (b)      not be further disclosed or retained beyond the permitted period; and

         (c)      be securely deleted upon completion of the audit or verification exercise.

15.6. Nothing in this clause shall be construed as granting the Client an ongoing audit right or continuous access to respondent-level information beyond what is reasonably necessary for the stated purpose.

16. Confidentiality and Intellectual Property

16.1. Each party shall keep confidential all non-public information received in connection with the Services.

16.2. Respondent identities and incentive information shall be treated as confidential information of GRG Health.

16.3. Client owns the final research outputs delivered under the SoW/MSA. GRG Health retains ownership of its methodologies, tools, templates, and processes.

17. Material Non-Public Information (MNPI)

17.1. Client acknowledges that information shared during expert or respondent interactions may include sensitive professional information.

17.2. Client shall not solicit or seek material non-public information or confidential business information.

17.3. Any attempt to obtain MNPI may result in immediate termination of the engagement.

18. Liability and Indemnity

18.1. GRG Health shall perform the Services with reasonable skill and care.

18.2. Neither party shall be liable for indirect, consequential, or special losses.

18.3. GRG Health’s aggregate liability shall not exceed the fees payable for the relevant project.

18.4. Client shall indemnify GRG Health against third-party claims arising from Client’s breach of this Agreement.

19. Publicity

19.1. GRG Health may include the Client’s name and logo in its credentials and marketing materials unless the Client provides written notice objecting to such use.

20. General Provisions

20.1. The parties are independent contractors.

20.2. This agreement shall be read in conjunction with GRG Health's Data Governance SoP and not in conflict. Terms used herein but not defined shall derive their meaning from the said Data Governance SoP.

20.3. This agreement shall be governed by the laws of India, and courts at Pune, Maharashtra shall have exclusive jurisdiction.

20.4. If any provision is held unenforceable, the remainder shall remain in effect.