These Terms of Engagement (“Terms”) govern the provision of consultancy and advisory services by Roopra Medical Technologies Ltd (“Roopra Medical”, “we”, “us” or “our”) to any client (“Client”, “you” or “your”).
By instructing Roopra Medical or otherwise engaging our services, you agree to be bound by these Terms unless otherwise agreed in writing.
Roopra Medical provides strategic, commercial and regulatory consultancy within the medical technology, diagnostics and healthcare innovation sectors.
Services may include, but are not limited to:
• product commercialisation strategy
• regulatory pathway guidance
• market access and reimbursement advisory
• clinical development input
• investor and stakeholder positioning
• business development support
• technical and operational consultancy
The precise scope of services will be set out in a written proposal, engagement letter or statement of work (“SOW”).
An engagement shall commence when:
• the Client accepts a written proposal or SOW; or
• the Client provides written or email confirmation to proceed; or
• Roopra Medical begins work at the Client’s request.
Any variation to scope must be agreed in writing.
The Client agrees to:
• provide accurate and complete information in a timely manner
• ensure availability of key personnel where required
• comply with applicable laws and regulatory requirements
• review and respond to deliverables or requests within reasonable timeframes
Roopra Medical shall not be liable for delays or outcomes affected by incomplete or inaccurate information provided by the Client.
Fees shall be specified in the proposal or SOW and may be structured as:
• fixed project fees
• time-based consultancy rates
• milestone payments
• retainers
Unless otherwise agreed:
• invoices are payable within 30 days of issue
• we reserve the right to suspend services for overdue accounts
• interest may be charged on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
The Client is responsible for reasonable pre-approved expenses incurred in connection with the engagement.
Unless otherwise agreed in writing:
• Roopra Medical retains ownership of all pre-existing intellectual property
• the Client shall own final deliverables upon full payment of fees
• Roopra Medical retains the right to use general knowledge, skills and experience gained during the engagement
The Client warrants that any materials provided do not infringe third-party rights.
Each party agrees to:
• keep confidential all non-public, commercially sensitive or proprietary information
• use such information solely for the purposes of the engagement
• not disclose confidential information without prior written consent
This obligation shall survive termination of the engagement.
Roopra Medical provides strategic and advisory consultancy only.
Unless expressly agreed in writing:
• we do not act as the legal manufacturer or authorised representative
• we do not provide legal advice
• regulatory outcomes cannot be guaranteed
• commercial success, investment outcomes or market adoption cannot be assured
Clients remain responsible for all regulatory submissions, approvals and business decisions.
To the fullest extent permitted by law:
• Roopra Medical’s total liability arising from any engagement shall not exceed the total fees paid by the Client for that engagement
• we shall not be liable for indirect, consequential or loss of profit claims
Nothing in these Terms excludes liability for:
• fraud or fraudulent misrepresentation
• death or personal injury caused by negligence
• any liability that cannot be excluded under applicable law
Either party may terminate an engagement:
• by giving written notice as specified in the SOW; or
• immediately where there is a material breach that is not remedied within a reasonable period
Upon termination:
• the Client shall pay for all work performed up to the termination date
• confidential information must be returned or securely destroyed upon request
Neither party shall be liable for failure or delay caused by events beyond reasonable control, including but not limited to:
• natural disasters
• government actions
• cyber incidents
• industrial disputes
• infrastructure failures
Each party shall comply with applicable data protection laws including the UK GDPR and Data Protection Act 2018.
Details of how Roopra Medical processes personal data are set out in our Privacy Policy available on our website.
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
These Terms, together with any proposal, SOW or engagement letter, constitute the entire agreement between the parties and supersede any prior discussions or understandings.