Orion EMR — Terms of Service

Effective Date: 25 May 2026 Last Updated: 25 May 2026 Operated by: Orionhms — [REGISTERED LEGAL ENTITY NAME AND NUMBER] Registered Office: [REGISTERED OFFICE ADDRESS, UAE]

1. Acceptance of These Terms

These Terms of Service ("Terms") form a legally binding agreement between Orionhms ("Orion", "we", "us", "our") and the entity that subscribes to or uses the Orion EMR platform ("Customer", "you", "your"). By signing an Order Form, by creating an account, or by accessing or using the Platform, the Customer accepts and agrees to be bound by these Terms.

If you are accepting these Terms on behalf of a healthcare facility, company, or other legal entity, you represent and warrant that you have the authority to bind that entity, and "Customer" refers to that entity.

These Terms incorporate by reference:

Our Privacy Policy
Our Acceptable Use Policy
The applicable Order Form signed by Customer
The Data Processing Addendum ("DPA") executed between Orion and Customer (or, where not separately executed, the standard DPA published at [LINK_TO_DPA])

In the event of conflict between the components above, the order of precedence is: (i) Order Form, (ii) DPA, (iii) these Terms, (iv) Privacy Policy, (v) Acceptable Use Policy.

2. Definitions

Capitalised terms used in these Terms have the following meanings:

"Authorised User" — an individual whom Customer has authorised to access the Platform, such as a clinician, nurse, administrator, biller, or other staff member.
"Customer Data" — all data, including Patient personal data and health information, that Customer or its Authorised Users upload to, generate within, or transmit through the Platform.
"Documentation" — the user manuals, technical documentation, and help materials we make available for the Platform.
"Effective Date" — the date the first Order Form is signed or, if there is no Order Form, the date Customer first accesses the Platform.
"Order Form" — a written ordering document between Orion and Customer setting out the Subscription Plan, fees, and other commercial terms.
"Patient" — an individual whose data is processed by Customer through the Platform.
"Platform" or "Service" — the Orion EMR software-as-a-service platform, including the web application, APIs, integrations, and accompanying Documentation, but excluding any third-party services that Customer chooses to integrate.
"Subscription Plan" — the tier, modules, user limits, and feature set the Customer has subscribed to, as set out in an Order Form.
"Subscription Term" — the period during which Customer is entitled to access the Platform, as set out in an Order Form.

3. The Platform

3.1 Service description

Orion EMR is a multi-tenant cloud-based electronic medical records platform designed for healthcare facilities in the United Arab Emirates. Standard functionality includes patient records management, scheduling, prescribing, lab and radiology integration, billing and insurance workflows, and regulatory health-information-exchange connectivity (including NABIDH, Malaffi, and Riyati).

The Service is provided as a remote, hosted, multi-tenant service. We may update, modify, enhance, or change the Platform at any time, provided that we will not materially reduce the core functionality available under a Customer's Subscription Plan during the then-current Subscription Term without notice.

3.2 Access rights

Subject to these Terms, payment of applicable fees, and compliance with the Subscription Plan, Orion grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term solely for Customer's internal business operations and the lawful provision of healthcare services by Customer.

3.3 Authorised Users

Customer is responsible for issuing, managing, suspending, and revoking access for its Authorised Users. Customer is responsible for ensuring each Authorised User:

has been informed of and agrees to the obligations applicable to their use of the Platform
holds valid professional credentials and licensing where their role requires them
maintains the confidentiality of their authentication credentials and complies with multi-factor authentication requirements
accesses only the data they are authorised to access in their professional role

Authorised Users must not share credentials. Each Authorised User must be a uniquely identified individual.

4. Customer Data, Intellectual Property, and Confidentiality

4.1 Ownership of Customer Data

As between Orion and Customer, Customer (and the relevant Patients, where applicable) owns all right, title, and interest in and to Customer Data. Orion claims no ownership over Customer Data and uses it only as instructed by Customer and as set out in the DPA.

4.2 Licence to Customer Data

Customer grants Orion a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, display, process, and otherwise use Customer Data solely to:

provide and operate the Platform for Customer
support and troubleshoot the Service
comply with Customer's documented instructions
comply with applicable law and regulatory orders
generate aggregated and de-identified statistical insights that do not identify Customer, any Authorised User, or any Patient

4.3 Ownership of the Platform

The Platform, the Documentation, and all underlying software, designs, methodologies, know-how, and intellectual property rights are and remain the sole and exclusive property of Orion and its licensors. These Terms do not transfer any ownership rights in the Platform to Customer.

4.4 Feedback

If Customer or an Authorised User provides any feedback, suggestions, or recommendations regarding the Platform, Customer grants Orion a perpetual, irrevocable, royalty-free licence to use and incorporate such feedback into the Platform without obligation.

4.5 Confidentiality

Each party will protect the other party's Confidential Information using the same standard of care it uses for its own confidential information, but in no event less than reasonable care. "Confidential Information" includes any non-public business, technical, financial, or commercial information disclosed by one party to the other in connection with these Terms, including Customer Data. Confidential Information does not include information that is or becomes publicly available without breach, was lawfully known prior to disclosure, is independently developed without reference to the discloser's information, or is rightfully received from a third party.

5. Permitted Use and Restrictions

5.1 Lawful, professional use

Customer will use the Platform only:

in accordance with these Terms, the Documentation, and applicable law
for the lawful provision of healthcare services by Customer
in compliance with the rules of the regulator(s) governing Customer's clinical operations (DHA, DoH, MoHAP, or other emirate-level health authorities)

5.2 Restrictions

Customer must not, and must not permit any Authorised User or third party to:

reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or non-public functioning of the Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction
copy, modify, translate, adapt, or create derivative works of the Platform
sub-license, sell, resell, rent, lease, distribute, transfer, or otherwise make the Platform available to any third party, except to Authorised Users in accordance with these Terms
use the Platform to provide a service bureau, time-sharing, hosted, or competitive offering
circumvent or attempt to circumvent any security, authentication, rate-limiting, or access-control feature of the Platform
use any robot, scraper, or other automated means to access the Platform other than through documented APIs and within published rate limits
introduce any virus, malware, or harmful code into the Platform
interfere with or disrupt the integrity, performance, or availability of the Platform or the data of any other Customer
use the Platform to process data of any data subject in violation of applicable data protection law
use the Platform to violate the rights of any third party

Additional restrictions are set out in our Acceptable Use Policy.

6. Subscription, Fees, Invoicing, and Payment

6.1 Subscription Plan

The Subscription Plan, fees, billing frequency, payment terms, and Subscription Term applicable to Customer are set out in the Order Form.

6.2 Fees and invoicing

All fees are quoted in [AED / USD per Order Form] and are exclusive of any Value Added Tax (VAT), withholding tax, or similar taxes, which will be added at the rate then in force in the applicable jurisdiction. Unless otherwise stated in the Order Form, invoices are payable within thirty (30) days of the invoice date.

6.3 Late payment

Without prejudice to our other rights and remedies, late payments accrue interest at the lesser of (a) one and a half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law, accruing from the due date until paid in full. We may suspend access to the Platform for accounts more than thirty (30) days overdue, on at least seven (7) days' prior written notice.

6.4 Disputed invoices

If Customer disputes any portion of an invoice in good faith, Customer must notify Orion in writing within fifteen (15) days of the invoice date, identifying the disputed amount and the basis for the dispute. The parties will work in good faith to resolve the dispute. The undisputed portion of the invoice must be paid by its due date.

6.5 Renewal and price changes

Unless otherwise stated in an Order Form, Subscription Terms renew automatically for successive periods equal to the initial Subscription Term. Either party may decline renewal by giving the other party at least sixty (60) days' written notice before the end of the then-current Subscription Term. Orion may adjust subscription fees at renewal by providing at least sixty (60) days' notice before the renewal date.

6.6 No refunds

Fees paid are non-refundable, except as expressly stated in these Terms or required by applicable law.

7. Term, Suspension, and Termination

7.1 Term

These Terms commence on the Effective Date and continue until all Subscription Terms have expired or have been terminated.

7.2 Suspension

We may suspend Customer's or an Authorised User's access to the Platform without liability if:

Customer's use poses a security risk to the Platform, Orion, or any third party
Customer's use may adversely affect the Platform or other Customers' use of the Platform
Customer's use may subject Orion to liability or violate applicable law
Customer fails to pay undisputed fees when due, subject to the cure period in clause 6.3
We are required to suspend access by applicable law, court order, or regulatory directive

Where reasonably practicable, we will provide prior notice of suspension and an opportunity to cure.

7.3 Termination for convenience

If permitted under the Order Form, either party may terminate the Subscription for convenience by giving the other party at least sixty (60) days' written notice. Pre-paid fees are not refundable unless the Order Form expressly provides otherwise.

7.4 Termination for cause

Either party may terminate these Terms or any Order Form immediately on written notice if the other party:

materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice (or such longer period as is reasonable given the nature of the breach)
becomes insolvent, makes an assignment for the benefit of creditors, or has insolvency or analogous proceedings commenced against it that are not dismissed within sixty (60) days

7.5 Effect of termination

On termination or expiry:

Customer's right to access the Platform ceases
Customer must pay all outstanding fees
For a period of thirty (30) days following termination ("Data Retrieval Period"), Customer may retrieve Customer Data through the export facilities provided by the Platform. After the Data Retrieval Period, Orion may delete Customer Data from active systems, subject to retention required by applicable law and back-up cycles
Provisions that by their nature should survive termination will survive, including provisions on intellectual property, confidentiality, fees due, indemnification, limitation of liability, and dispute resolution

7.6 Healthcare record continuity

The Customer acknowledges that, as the Data Controller and treating healthcare provider, the Customer is responsible for the continuity, retention, and lawful migration of Patient medical records. The Customer must export and preserve Customer Data during the Data Retrieval Period to fulfil these obligations.

8. Service Availability and Support

8.1 Availability

Orion will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, subject to:

Planned maintenance windows (with advance notice where reasonably practicable)
Emergency maintenance to address security or stability issues
Unavailability caused by Force Majeure or by Customer's acts or omissions
Unavailability caused by Customer's or third-party connectivity, network, or equipment issues

Specific availability commitments and service credits, if any, are set out in the applicable Service Level Agreement ("SLA") referenced in the Order Form, where one is in place. In the absence of an SLA, the targets in this clause are aspirational and not contractually guaranteed.

8.2 Support

We will provide support in accordance with the support tier specified in the Order Form, with default support comprising business-hours email assistance (GST/UAE business days).

8.3 Updates

We may release updates, fixes, and enhancements to the Platform from time to time. Updates are included at no additional charge during the Subscription Term. Some updates may require Customer action (e.g., configuration changes) to take effect.

9. Data Protection and Regulatory Compliance

9.1 Data protection roles

In respect of Customer Data, Orion acts as a Data Processor on behalf of Customer (the Data Controller). The DPA sets out the parties' respective obligations.

9.2 Customer compliance obligations

Customer is responsible for:

maintaining all licences, registrations, and authorisations required of healthcare providers in the jurisdiction(s) where Customer operates
securing all consents required from Patients for the processing of their personal data, including consents for transmission to regulatory health-information exchanges
providing accurate and lawful instructions for the processing of Customer Data
complying with health record retention and disposal requirements applicable to Customer
responding to data subject requests received from Patients
notifying Orion promptly of any reasonably suspected unauthorised access to Customer's account

9.3 Regulatory information exchange

Where Customer is required by UAE law to submit data to NABIDH, Malaffi, Riyati, or other mandated exchanges, Customer authorises Orion to transmit the relevant data on Customer's behalf in accordance with regulator-defined specifications and timing. Orion does not warrant the acceptance of any submission by a third-party regulatory system; Customer remains responsible for ensuring its own regulatory compliance.

9.4 Audit

Orion will provide Customer with information reasonably necessary to demonstrate Orion's compliance with the DPA, including third-party security attestations where applicable. Specific audit rights are set out in the DPA.

10. Representations, Warranties, and Disclaimers

10.1 Mutual representations

Each party represents and warrants that it has full power and authority to enter into and perform under these Terms.

10.2 Service warranty

Orion warrants that, during the Subscription Term, the Platform will perform materially in accordance with the Documentation when used as permitted under these Terms. Customer's exclusive remedy and Orion's sole liability for any breach of this warranty is to use commercially reasonable efforts to correct the non-conformity. If we are unable to do so within a reasonable time, Customer may terminate the affected Order Form and receive a pro-rated refund of pre-paid fees for the unused portion of the Subscription Term.

10.3 Customer warranty

Customer warrants that:

Customer's collection, use, and instructions regarding Customer Data comply with applicable law, including data protection and health data laws
Customer has obtained all consents and provided all notices required to upload Customer Data and to instruct Orion's processing
Customer's use of the Platform will not infringe the rights of any third party

10.4 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 10.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", AND ORION DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

ORION DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED. THE PLATFORM IS A TOOL TO SUPPORT CLINICAL DECISION-MAKING AND PRACTICE OPERATIONS — IT IS NOT A SUBSTITUTE FOR PROFESSIONAL CLINICAL JUDGEMENT. ALL CLINICAL DECISIONS REMAIN THE RESPONSIBILITY OF THE TREATING HEALTHCARE PROFESSIONAL.

11. Indemnification

11.1 Orion indemnity

Orion will defend Customer against any third-party claim alleging that the Platform, when used by Customer in accordance with these Terms, infringes any UAE-issued patent, copyright, trade mark, or trade secret of a third party, and will indemnify Customer against amounts finally awarded by a court of competent jurisdiction or paid in a settlement approved in writing by Orion.

The above indemnity does not apply to claims arising from:

Customer Data
modifications to the Platform not made by Orion
combination of the Platform with software, services, or data not provided by Orion where the claim would not have arisen but for the combination
use of the Platform other than in accordance with these Terms or the Documentation

If the Platform is or, in Orion's reasonable opinion, may become the subject of a claim, Orion may at its option (a) procure for Customer the right to continue using the Platform, (b) modify the Platform to be non-infringing while substantially preserving functionality, or (c) terminate the affected Subscription and refund pre-paid fees for the unused portion.

This clause states Customer's exclusive remedy for any claim of intellectual property infringement by the Platform.

11.2 Customer indemnity

Customer will defend, indemnify, and hold harmless Orion from and against any third-party claim, loss, damage, liability, and expense (including reasonable legal fees) arising from:

Customer Data, including any claim that Customer Data infringes the rights of a third party or violates applicable law
Customer's or its Authorised Users' breach of these Terms, the Acceptable Use Policy, or applicable law
the clinical decisions, advice, or services that Customer delivers to Patients

11.3 Indemnity procedure

The indemnified party must (a) promptly notify the indemnifying party of the claim in writing, (b) provide the indemnifying party with sole control of the defence and settlement (provided that any settlement adverse to the indemnified party requires the indemnified party's consent, not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

12. Limitation of Liability

12.1 Exclusion of consequential damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS, OR FOR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on liability

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ORION UNDER THE AFFECTED ORDER FORM(S) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Excluded liabilities

The exclusions and caps in clauses 12.1 and 12.2 do not apply to:

a party's indemnification obligations under clause 11
breach of confidentiality obligations under clause 4.5
Customer's payment obligations
gross negligence, wilful misconduct, or fraud
liability that cannot be limited or excluded under applicable law

12.4 Allocation of risk

The parties acknowledge that the limits in this clause 12 reflect an agreed allocation of risk between the parties, that the fees for the Platform reflect this allocation, and that, without these limits, the fees would be materially different.

13. Force Majeure

Neither party will be liable for any delay or failure in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government action, regulatory orders, telecommunications or infrastructure failures, denial-of-service attacks, or labour disputes. The affected party will notify the other party promptly and use reasonable efforts to mitigate the impact.

14. Changes to These Terms

We may modify these Terms from time to time. For material changes, we will:

post the updated Terms with a new "Last Updated" date
notify Customer through the Platform or by email to the Customer's designated administrator at least thirty (30) days before the changes take effect, where the change materially diminishes Customer's rights

Continued use of the Platform after the effective date of a change constitutes acceptance of the updated Terms. If Customer does not agree to a material change, Customer's sole remedy is to terminate the affected Subscription before the effective date and receive a pro-rated refund of pre-paid fees for the unused portion of the Subscription Term.

Non-material updates (e.g., clarifications, typographical corrections, structural reorganisations that do not affect substantive obligations) may be made without advance notice.

15. Governing Law and Dispute Resolution

15.1 Governing law

These Terms are governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of [Dubai / Abu Dhabi / OTHER — TO BE CONFIRMED WITH COUNSEL].

15.2 Dispute resolution

The parties will attempt in good faith to resolve any dispute through negotiation between senior representatives. If the dispute is not resolved within thirty (30) days, the parties will refer it to:

Option A (recommended for international customers): the [Dubai International Arbitration Centre (DIAC) / DIFC-LCIA / OTHER ARBITRAL BODY] for binding arbitration in accordance with its rules, with the seat of arbitration in [Dubai], in English.
Option B: the exclusive jurisdiction of the [Dubai Courts / DIFC Courts / OTHER COMPETENT COURTS].

[TO BE CONFIRMED WITH COUNSEL — pick A or B before publication]

Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief from a competent court to protect its intellectual property or confidential information.

16. General Provisions

16.1 Assignment

Customer may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without Orion's prior written consent. Orion may assign these Terms in connection with a merger, acquisition, restructuring, or sale of all or substantially all of its assets, on notice to Customer.

16.2 Notices

Notices must be in writing and sent to:

For Orion: [REGISTERED OFFICE ADDRESS, UAE], copy to customercare@orionhms.com
For Customer: the address set out in the Order Form, or such other address as Customer notifies in writing

Notices are deemed received: by hand delivery, on delivery; by registered post, three (3) business days after dispatch; by email, on confirmation of receipt by the recipient or, absent confirmation, twenty-four (24) hours after sending, provided no bounce-back is received.

16.3 Entire agreement

These Terms, together with the Order Form, the DPA, the Privacy Policy, and the Acceptable Use Policy, constitute the entire agreement between the parties relating to the Platform and supersede all prior agreements, communications, and representations on the same subject matter.

16.4 No waiver

Failure by either party to enforce any right or provision is not a waiver of that right or provision. A waiver is effective only in writing signed by the waiving party.

16.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force.

16.6 No third-party beneficiaries

These Terms are for the benefit of Orion and Customer only and confer no rights on any third party.

16.7 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

16.8 Language

The English version of these Terms governs. Where required by law, an Arabic version may be provided as a translation for convenience; in case of inconsistency, the English version prevails to the extent permitted by applicable law.

17. Contact

Orionhms [REGISTERED OFFICE ADDRESS, UAE] General: customercare@orionhms.com Legal: customercare@orionhms.com Phone: [+971 PHONE NUMBER]

[END OF TERMS OF SERVICE]