1. This agreement
These Terms govern use of the Medora service provided by [LEGAL ENTITY NAME] ("Medora", "we"). By signing an order form, clicking to accept, or using the service, you ("Customer", "you") agree to them.
Where you have a signed agreement with us that conflicts with these Terms, that agreement prevails.
2. The service
Medora is hospital management software provided over the internet, comprising the modules described on our website and in your order form. We provide it on a subscription basis for the term you have purchased.
We may improve, change or discontinue individual features. We will not materially reduce core functionality during a paid term without giving you notice and, if the reduction is material and you object, a pro-rata refund.
3. Accounts and access
- You are responsible for the accounts you create and for the actions taken under them.
- Credentials must not be shared. Each person who uses the system must have their own login — this matters because the audit trail attributes clinical entries to individuals.
- You must tell us promptly of any suspected unauthorised access.
- You are responsible for removing access when staff leave.
4. Clinical responsibility
This section is the most important in the agreement.
- Medora is an administrative and record-keeping tool. It is not a medical device, does not provide clinical decision support, and does not diagnose, treat or prescribe.
- All clinical decisions are made by your qualified, licensed practitioners exercising their own professional judgement.
- You are responsible for the accuracy of what your staff enter. Reference ranges, drug names, strengths, dosage forms and pricing that you load or approve are yours to verify.
- You must maintain procedures that allow safe patient care if the system is unavailable.
- Where local law classifies any part of this software as a medical device, it is your responsibility to tell us before deployment so we can assess whether we can lawfully supply it to you.
5. Your obligations
- Use the service lawfully, and in line with the healthcare and data protection rules that apply to you.
- Obtain any patient consents or notices your law requires for recording their data in a system like this.
- Do not attempt to breach security, reverse engineer, resell or copy the software.
- Do not upload malicious code or use the service to store data unrelated to your healthcare operations.
6. Your data
- You own your data. Patient records, clinical notes, financial records and everything else you enter remain yours.
- We process it only to provide the service, under the Data Processing Agreement, which forms part of these Terms.
- You may export your data at any time in an open format.
- On termination we retain it for [30] days so you can export, then delete it. Earlier deletion on request.
- We may use aggregated, de-identified statistics that cannot identify you, your staff or any patient, to improve the service.
7. Fees and payment
- Fees are as set out on our pricing page or your order form, in [CURRENCY], exclusive of taxes.
- Subscriptions are billed monthly or annually in advance.
- Invoices are payable within [14] days.
- Late payment may attract interest at [RATE] and, after [30] days written notice, suspension. We will not delete data during suspension.
- We may change prices with [60] days notice, effective at your next renewal. If you do not accept, you may terminate at renewal.
- Fees paid are non-refundable except where these Terms say otherwise.
8. Trials
Trials run for [30] days unless agreed otherwise. Trial workspaces are provided as-is, without warranty or uptime commitment. If you do not subscribe, trial data is deleted [14] days after the trial ends.
Do not use a trial workspace as the system of record for live patients.
9. Availability
We aim for [99.5]% monthly availability, excluding scheduled maintenance (notified at least [48] hours ahead, normally outside clinical peak hours) and events outside our reasonable control.
Where a written service level agreement applies, service credits are your exclusive remedy for failing to meet it.
10. Support
Support is provided by email at [SUPPORT EMAIL] during [HOURS, TIMEZONE]. Target first response: [1 working day], or [4 hours] for issues that stop clinical work, on plans that include priority support.
11. Intellectual property
We own the software, its design and documentation. You get a non-exclusive, non-transferable right to use it during your subscription. Nothing here transfers ownership of our intellectual property to you, or of your data to us.
If you send us feedback or suggestions, we may use them without obligation to you.
12. Confidentiality
Each party will protect the other's confidential information with at least reasonable care and use it only for this agreement. This does not apply to information that is public, independently developed, or must be disclosed by law — in which case the disclosing party gets notice where lawful.
13. Warranties and disclaimers
We warrant that we will provide the service with reasonable skill and care, and that it will materially conform to its documentation.
Beyond that, and to the fullest extent permitted by law, the service is provided "as is". We do not warrant that it will be uninterrupted or error-free, or that it will meet every requirement of your practice.
Nothing in these Terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.
14. Limitation of liability
Subject to the paragraph above:
- Neither party is liable for indirect or consequential loss, loss of profits, revenue, goodwill or anticipated savings.
- Our total aggregate liability in any twelve-month period is limited to the fees you paid us in the twelve months before the claim.
- We are not liable for clinical decisions, for the accuracy of data your staff enter, or for your failure to maintain downtime procedures under section 4.
You acknowledge that these limits are reflected in the price, and that a materially different allocation of risk would carry a materially different fee.
15. Indemnity
We will defend you against third-party claims that the software infringes their intellectual property, and pay resulting damages, provided you tell us promptly and let us control the defence.
You will indemnify us against claims arising from your unlawful use of the service, your breach of section 4 or 5, or content you upload that you had no right to hold.
16. Term and termination
- The agreement runs for the subscription term and renews automatically unless either party gives [30] days notice before renewal.
- Either party may terminate for material breach not remedied within [30] days of written notice.
- We may suspend immediately if your use threatens the security or integrity of the service.
- On termination your access ends; export your data first. Sections on data, IP, confidentiality, liability and governing law survive.
17. Changes to these Terms
We may update these Terms. Material changes will be notified to account administrators at least [30] days in advance. Continued use after they take effect means acceptance; if you object, you may terminate before that date and receive a pro-rata refund for the unused term.
18. Governing law
These Terms are governed by the laws of [JURISDICTION], and the courts of [JURISDICTION] have exclusive jurisdiction, without prejudice to mandatory consumer or local-law protections that apply to you.
19. General
- Entire agreement — these Terms, the DPA and your order form are the whole agreement.
- Severability — if a clause is unenforceable, the rest stands.
- Assignment — neither party may assign without consent, except to a successor of its business.
- Force majeure — neither party is liable for failures caused by events beyond reasonable control.
- Notices — in writing to the addresses on the order form, or to [LEGAL EMAIL].
Questions? Get in touch before you sign — we would rather answer them now than argue about them later.