Terms of Use

Version DRAFT-1 · Last updated 29 September 2026

1. About MedSpora

MedSpora is a business-to-business procurement platform where licensed retail pharmacies ("retailers") buy medicines and related products from licensed distributors and wholesalers ("distributors"). By registering or using the platform, you accept these terms on behalf of your business, and you confirm you are authorised to do so. Our Privacy Policy explains how we handle data.

2. Eligibility and verification

• Only businesses that hold the licences required to buy or sell the relevant products may trade, together with their authorised staff.
• You must give accurate business, tax and licence information, upload the documents we request, and keep them current. We send reminders before licences expire.
• New accounts start as pending verification and can't place or receive orders until MedSpora approves them. We may reject, suspend or deactivate an account if its information is incomplete, expired or false.

3. Accounts and security

• Keep your credentials confidential. You are responsible for activity on your account and on the staff and sales-representative accounts your business creates.
• Sales representatives act only within the permissions their distributor grants them, and never have distributor-admin or financial authority.
• Tell us immediately if you suspect unauthorised access. You can sign out of all devices from the app.

4. Our role

MedSpora provides the technology that lets retailers and distributors find each other, agree terms and manage orders. Each contract of sale is between the retailer and the distributor. The distributor is responsible for the products it supplies: their legality, quality, storage, batch and expiry information, invoicing and tax on its sales. The retailer is responsible for lawful purchase, receipt, storage and onward sale.

We show allocation options (for example, lowest effective cost or fewest distributors) as factual calculations based on the data distributors provide. We never choose distributors on your behalf. You review and confirm every order.

5. Medical disclaimer

MedSpora is not a pharmacy and doesn't provide medical advice. Nothing on the platform is a diagnosis, a treatment or dosage recommendation, or advice for any patient. Products that share a composition are not presented as clinically interchangeable. Free units under a scheme are a commercial term, not a recommendation to stock or dispense any quantity. Procurement suggestions (such as low-stock suggestions) are based only on your own business data.

6. Listings and regulatory compliance

• Distributors may only list products they are licensed to sell, and must keep price, stock, batch and expiry data accurate. The platform blocks expired batches from being allocated, but that doesn't replace a distributor's own obligations.
• MedSpora keeps a shared product master. Distributors link their SKUs to it and may not change canonical product records. We may correct or merge duplicate product records. Merging never changes past orders.
• MedSpora may restrict or remove any listing, including products subject to additional controls, to comply with the law or a regulator's instruction, or during a batch recall.

7. Prices, schemes and orders

• Distributors set their own PTR, discounts, retailer-specific prices and schemes. Schemes stack only as the distributor explicitly configures.
• All prices, schemes, taxes and effective costs are calculated on our servers. If anything changes between your cart and checkout, you are shown the change and must confirm again.
• When you place an order, we record an unchangeable snapshot of the product, price, scheme, free quantity, tax and commission. Later changes to the catalogue or to rates never alter a confirmed order.
• An order across several distributors creates one master order and a separate order for each distributor. Each distributor may accept, partly accept or reject its own order. You're told about the outcome, and stock is reserved only for what's accepted.
• Distributors may set minimum order values. Retrying a submission never creates a duplicate order.

8. Payments and credit

• The payment methods available (for example, cash on delivery, bank transfer, credit or online payment) depend on platform settings and on what each distributor offers.
• Credit limits and payment terms are agreed between the retailer and each distributor. The distributor may apply them when deciding whether to accept an order. MedSpora records balances but doesn't lend money.
• Online payments are processed by third-party payment providers under their own terms. Repeated requests never create duplicate charges.

9. Commission and settlement (distributors)

Distributors pay MedSpora a transaction commission on successfully fulfilled orders, at the rate in their agreement or the platform's published schedule. The applicable rate is fixed on each order when it's placed. After a return or refund, commission is adjusted according to the refund policy in force for that order. Settlement statements show gross amount, discounts, refunds, commission, applicable fees and taxes, and the net amount payable.

10. Delivery

Unless otherwise agreed, distributors arrange delivery. Proof of delivery (such as the receiver's name, a code, a signature or a photo, and the time) may be recorded. Risk in the goods passes as agreed between the retailer and distributor, and as the law provides.

11. Returns and cancellations

• Cancellations: a retailer may cancel within the window set by the platform (currently until the distributor accepts the order). A distributor that cancels after accepting must give a reason, and reserved stock is released.
• Returns: a retailer can request a return against a specific order and item within the return window shown in the app. Reasons include a wrong item, damage, a short supply, an incorrect quantity, near expiry, or an agreed commercial return. The distributor reviews each request and may approve all, part or none of it.
• Refunds always refer to the original transaction and are reflected in the settlement.
• Returns of medicines are also subject to storage, batch and regulatory requirements that may limit what can be accepted.

12. Disputes

If goods are short, wrong or damaged, raise a dispute in the app against the order, with evidence. MedSpora operations staff may review the order history, messages and delivery records, and record a decision. This doesn't limit any legal rights you have against your trading partner.

13. Acceptable use

You must not: provide false business or licence information; list, buy or sell products unlawfully; try to access another business's data; interfere with or probe the platform's security; scrape or copy the platform or its data; move transactions started on the platform off it to avoid commission; or use the platform for any consumer or patient-facing sale.

14. Suspension and termination

We may suspend or deactivate an account for a breach of these terms, an expired or invalid licence, a regulatory instruction, or suspected fraud. Where lawful and practical, we will tell you the reason. A suspended business can't place or receive orders, and a suspended login is signed out of all devices. Orders already in progress, and records we must keep, are handled as the law requires. You may close your account at any time by contacting us. Outstanding orders and balances remain payable.

15. Liability

The platform is provided on an "as is" and "as available" basis. To the extent the law allows, MedSpora is not liable for the products traded between users, for acts or omissions of retailers, distributors or payment and delivery providers, or for indirect or consequential loss. Nothing in these terms limits liability that can't be limited by law. The final wording of this section is subject to counsel review.

16. Governing law

These terms are governed by the laws of Nepal. The courts of Kathmandu have jurisdiction, subject to any mandatory law and to any dispute-resolution clause in a signed agreement between you and MedSpora.

17. Changes to these terms

Each version of these terms has an identifier. When we publish a new version, the app will ask you to review and accept it. We record which version your business accepted, when, and by whom.

18. Contact

Questions about these terms: legal@medspora.com. Support: support@medspora.com.