These Terms & Conditions (the “Terms”) are an agreement between Medical Ocean LTD (Company No. 14943900), registered office at 86-90 Paul Street, London EC2A 4NE, United Kingdom (“Medical Ocean”, “we”, “us”, “our”) and you. They govern (a) your use of the website at medicalocean.co (the “Website”) and (b) access to and use of our software applications — including electronic health records, pharmacy management, anesthesia, laboratory information, HR & payroll, and incident reporting modules — together with related support and documentation (the “Services”).
By using the Website, or by signing an Order Form or otherwise accessing the Services, you accept these Terms. If you are accepting on behalf of an organisation, you confirm that you have authority to bind that organisation, and “Customer” means that organisation. If a signed agreement (such as a Master Services Agreement or Order Form) exists between Medical Ocean and the Customer, that agreement prevails over these Terms to the extent of any conflict.
1. Definitions
- “Authorised User” — an individual employee, contractor, or agent of the Customer whom the Customer authorises to use the Services under a unique account;
- “Customer Data” — all data, records, documents, images, and other content entered into or uploaded to the Services by or on behalf of the Customer or its Authorised Users, including Patient Data;
- “Patient Data” — Customer Data relating to identified or identifiable patients, including health records, prescriptions, laboratory results, and appointment information;
- “Data Protection Laws” — all laws applicable to the processing of personal data under these Terms, including (as applicable) the UK GDPR and Data Protection Act 2018, the EU GDPR, Bahrain Law No. 30 of 2018, the Saudi Personal Data Protection Law and its Implementing Regulations, UAE Federal Decree-Law No. 45 of 2021 and Federal Law No. 2 of 2019 on the Use of ICT in the Health Fields, and Jordan Law No. 24 of 2023;
- “DPA” — the Data Processing Agreement entered into between Medical Ocean and the Customer, which forms part of the agreement between the parties;
- “Order Form” — an ordering document or online subscription flow specifying the Services, subscription term, user numbers, hosting region, and fees agreed between the parties.
2. The Services and Order Forms
2.1 The Services are business software for healthcare organisations and their professional staff. They are made available on a subscription basis as specified in the applicable Order Form.
2.2 The Services are intended for business and professional use only. They are not offered to consumers, and they are not intended for use by anyone under 18.
2.3 We may provide new features, modules, and improvements from time to time. Features identified as beta or preview are provided as-is, may change or be withdrawn, and should not be relied upon for clinical operations.
3. Accounts and Authorised Users
3.1 The Customer is responsible for designating its Authorised Users, assigning appropriate roles and permissions, and ensuring each Authorised User has a unique account. Accounts and credentials must not be shared.
3.2 The Customer must ensure that Authorised Users keep credentials confidential, use multi-factor authentication where made available, and comply with these Terms. The Customer is responsible for all activity occurring under its accounts until it notifies us of unauthorised use at security@medicalocean.co, and must notify us without undue delay (and in any event within one business day) of any suspected compromise of credentials or unauthorised access.
3.3 The Customer must promptly deactivate accounts of personnel who leave its organisation or no longer require access.
4. Licence and acceptable use
4.1 Subject to these Terms and payment of the applicable fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable licence for the subscription term to access and use the Services for its internal business purposes of operating its healthcare organisation.
4.2 The Customer and its Authorised Users must not:
- use the Services in violation of applicable law or for any unlawful purpose;
- resell, rent, lease, or provide the Services to third parties, except as expressly agreed in an Order Form;
- copy, modify, adapt, translate, or create derivative works of the Services, or reverse engineer, decompile, or disassemble them except to the extent permitted by law that cannot be excluded;
- access the Services to build a competing product or service, or copy their features or user interface;
- circumvent or test the vulnerability of any security or authentication measure without our prior written consent, or introduce malware or harmful code;
- use automated means (scraping, crawling, bulk extraction) to access the Services other than through documented APIs within published rate limits;
- upload content that infringes third-party rights or that the Customer has no lawful right to process;
- use the Services to send unsolicited marketing communications in breach of applicable law.
4.3 Use of any Medical Ocean API is subject to the documentation and any separate API terms we publish. We may apply rate limits and suspend API access that degrades the Services or breaches these Terms.
5. Clinical responsibility — no medical advice
The Services are an information management tool. They are not a medical device practitioner, do not provide medical advice, diagnosis, or treatment, and are not a substitute for the professional judgment of qualified healthcare professionals. Do not rely on the Services for emergency care.
5.1 Medical Ocean does not practise medicine, pharmacy, nursing, or any other healthcare profession and does not provide medical or diagnostic services. Any content within the Services — including templates, drug and allergy information, dosage references, alerts, and clinical decision support features — is provided for general informational purposes only to support, not replace, clinical judgment.
5.2 The Customer is solely responsible for:
- all decisions and actions concerning the medical care, treatment, and well-being of its patients, and use of the Services does not diminish that responsibility;
- verifying the accuracy and completeness of patient information entered into the Services, including medical history, medications, and allergies;
- reviewing and confirming all outputs of the Services (including prescriptions, laboratory results, calculations, and any AI-assisted or automated suggestions) before acting on them;
- holding and maintaining all licences, registrations, and approvals required to operate as a healthcare provider in its jurisdiction;
- obtaining any patient consents required by applicable law in connection with its use of the Services;
- maintaining appropriate downtime procedures so that patient care can continue during any unavailability of the Services.
5.3 The Customer acknowledges that it, and not Medical Ocean, is responsible for compliance with healthcare regulations applicable to its practice, including the requirements of the Care Quality Commission and NHS frameworks (UK), the National Health Regulatory Authority (Bahrain), the Ministry of Health and the Council of Health Insurance (Saudi Arabia), MOHAP, DOH, and DHA (UAE), the Ministry of Health (Jordan), and any equivalent regulator elsewhere.
6. Customer Data
6.1 Ownership. As between the parties, the Customer owns all Customer Data. Nothing in these Terms transfers ownership of Customer Data to Medical Ocean.
6.2 Licence to us. The Customer grants us a non-exclusive, royalty-free licence to host, store, process, transmit, display, and back up Customer Data solely to the extent necessary to provide and support the Services, comply with law, and exercise our rights under these Terms.
6.3 Accuracy. The Customer is responsible for the accuracy, quality, and legality of Customer Data and for having all rights, consents, and lawful bases needed for us to process it as contemplated by these Terms and the DPA.
6.4 Aggregated and anonymised data. We may generate and use data that has been aggregated and anonymised so that neither the Customer nor any individual can be identified, in order to operate, secure, benchmark, and improve the Services. Any anonymisation of Patient Data is performed in accordance with Data Protection Laws and the DPA. We will not sell Customer Data or use Patient Data for advertising.
7. Data protection and health data compliance
7.1 Each party will comply with the Data Protection Laws applicable to it. For Patient Data and other personal data within Customer Data, the Customer is the controller and Medical Ocean is the processor, processing only on the Customer’s documented instructions as set out in the DPA. The DPA covers our security measures, confidentiality, sub-processors, assistance with data subject requests, breach notification, audits, and return or deletion of data.
7.2 Sub-processors. The Customer authorises us to engage sub-processors under written contracts imposing materially equivalent obligations. We maintain a current sub-processor list, give advance notice of changes, and allow the Customer to object on reasonable data protection grounds.
7.3 Hosting and data residency. The hosting region for the Customer’s environment is specified in the Order Form. Where the Customer’s jurisdiction requires health data to be stored in-country or restricts cross-border transfer — including under UAE Federal Law No. 2 of 2019, the Saudi PDPL and health sector requirements, the Bahrain PDPL, and the Jordan PDPL — the parties will configure hosting and transfers in accordance with those requirements, and any cross-border transfer will use a mechanism permitted by the applicable Data Protection Laws (such as the ICO IDTA or UK Addendum, or the EU Standard Contractual Clauses).
7.4 Breach notification. We will notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data and will provide reasonable information and cooperation so the Customer can meet its own notification obligations.
7.5 Our processing of personal data for which we are the controller (such as Website and account administration data) is described in our Privacy Policy.
8. Confidentiality
8.1 Each party will keep confidential all non-public information disclosed by the other party in connection with these Terms (“Confidential Information”), use it only to perform its obligations and exercise its rights under these Terms, and protect it with at least the same care it uses for its own confidential information (and no less than reasonable care).
8.2 These obligations do not apply to information that is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, is lawfully received from a third party without duty of confidence, or is independently developed. A party may disclose Confidential Information where required by law, regulation, or court order, giving prior notice to the other party where lawful and practicable.
8.3 Customer Data is the Customer’s Confidential Information. The non-public elements of the Services, our documentation, security information, and pricing are Medical Ocean’s Confidential Information.
9. Intellectual property
9.1 Medical Ocean and its licensors own all intellectual property rights in and to the Services, the Website, our software, documentation, templates, designs, and all improvements and modifications. No rights are granted except as expressly stated in these Terms.
9.2 The Customer retains all rights in Customer Data (Section 6) and in its own trademarks and materials.
9.3 If the Customer provides feedback or suggestions about the Services, we may use them without restriction or obligation, provided we do not disclose the Customer’s Confidential Information.
10. Fees and payment
10.1 The Customer will pay the fees set out in the Order Form. Unless stated otherwise, fees are invoiced in advance for each billing period, payable within 30 days of invoice date, non-cancellable, and non-refundable except as expressly provided in these Terms or required by law.
10.2 Fees are exclusive of taxes. The Customer is responsible for applicable VAT and other taxes and duties (excluding taxes on our income), including UK VAT, Bahrain VAT, Saudi VAT, UAE VAT, and Jordanian sales tax, as applicable. Where withholding tax applies, the Customer will gross up payments so that we receive the full invoiced amount, unless a tax treaty or law provides otherwise.
10.3 We may charge interest on overdue undisputed amounts at the lower of 1% per month and the maximum rate permitted by applicable law, and we may suspend access for non-payment in accordance with Section 15.3.
10.4 We may revise fees with effect from the next renewal term by giving at least 60 days’ notice before renewal.
11. Service availability and support
11.1 We will use commercially reasonable efforts to make the Services available 24/7, excluding scheduled maintenance (for which we give advance notice where practicable), emergency maintenance, and causes beyond our reasonable control. Any specific service level commitments and support response times are set out in the Order Form or service level schedule agreed with the Customer.
11.2 We provide support to the Customer’s nominated contacts through the channels described in our documentation.
11.3 The Customer acknowledges that the Services depend on third-party services (such as cloud infrastructure, connectivity, and SMS/email delivery) that are outside our control.
12. Warranties and disclaimers
12.1 We warrant that (a) we will provide the Services with reasonable skill and care, and (b) the Services will materially conform to their documentation. The Customer’s exclusive remedy for breach of this warranty is for us to re-perform or remedy the non-conforming Services and, if we cannot do so within a reasonable time, the Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the unused remainder of the term.
12.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services and the Website are provided “as is”, and we disclaim all other warranties, conditions, and representations, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or completely secure, or that they will meet requirements we have not expressly agreed in writing.
12.3 Without limiting Section 5, we make no warranty regarding clinical, financial, or operational outcomes from use of the Services, including coding, claims, or reimbursement results.
13. Limitation of liability
13.1 Nothing in these Terms excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.
13.2 Subject to Section 13.1, neither party is liable for any indirect, incidental, special, consequential, or punitive loss, or for loss of profits, revenue, goodwill, anticipated savings, or data (other than our obligations to maintain backups as agreed), arising out of or in connection with these Terms, even if advised of the possibility of such loss.
13.3 Subject to Sections 13.1 and 13.2, each party’s total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid or payable by the Customer for the Services in that 12-month period.
13.4 The Customer acknowledges that the responsibility for patient care rests with the Customer and its healthcare professionals as set out in Section 5, and that, to the maximum extent permitted by law, Medical Ocean is not liable for clinical decisions made by the Customer or its personnel, or for harm arising from inaccurate or incomplete data entered by the Customer or its Authorised Users.
14. Indemnities
14.1 By Medical Ocean. We will defend the Customer against any third-party claim that the Services, used as permitted under these Terms, infringe that third party’s intellectual property rights, and we will pay damages finally awarded or agreed in settlement. This does not apply to the extent a claim arises from Customer Data, modifications not made by us, combination with items not provided by us, or use after we have provided a non-infringing alternative. If such a claim arises, we may procure the right for the Customer to continue using the Services, modify or replace them, or terminate the affected Order Form with a pro-rata refund of prepaid unused fees. This Section states the Customer’s exclusive remedy for third-party IP claims.
14.2 By the Customer. The Customer will defend Medical Ocean against any third-party claim arising from (a) Customer Data, including any claim that it was collected or processed without a lawful basis or required consents; (b) the Customer’s provision of healthcare services, including claims of professional negligence or malpractice; or (c) use of the Services in breach of these Terms or applicable law, and will pay damages finally awarded or agreed in settlement.
14.3 The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defence and settlement (provided any settlement releases the indemnified party unconditionally and imposes no obligation on it), and provide reasonable assistance at the indemnifying party’s expense.
15. Term, suspension, and termination
15.1 These Terms apply from the date the Customer first accepts them and continue for the subscription term stated in the Order Form. Unless the Order Form says otherwise, subscriptions renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term.
15.2 Either party may terminate for cause if the other party (a) materially breaches these Terms and fails to cure within 30 days of written notice, or (b) becomes insolvent, enters administration or liquidation, or makes an arrangement with creditors (or any analogous event occurs in any jurisdiction).
15.3 We may suspend access to the Services, in whole or in part, on reasonable prior notice where (a) undisputed fees are more than 30 days overdue, (b) we reasonably believe the Customer’s use poses a security risk to the Services or other customers, or breaches Section 4 or applicable law, or (c) suspension is required by law or a competent authority. We will limit suspension to what is reasonably necessary and restore access promptly once the grounds are resolved. Given the clinical nature of the Services, we will use reasonable efforts to preserve the Customer’s ability to export Patient Data during any suspension.
15.4 On termination or expiry, the Customer’s licence ends, and each party will return or delete the other party’s Confidential Information, subject to Section 16 and to retention required by law.
16. Data export and deletion on exit
16.1 For 60 days after termination or expiry of a subscription, we will, at the Customer’s request, make Customer Data available for export in a structured, commonly used, machine-readable format, and provide reasonable migration assistance (which may be chargeable at our then-current rates for work beyond standard export).
16.2 After the export window, we will delete Customer Data from our systems (including backups, in line with backup rotation cycles) unless and to the extent retention is required by applicable law, in which case the data remains protected under these Terms and the DPA until deletion.
16.3 The Customer is responsible for ensuring it exports the records it must retain under the medical record retention rules applicable to it before the end of the export window.
17. Force majeure
Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, governmental action, power or telecommunications failures, and failures of upstream cloud providers. The affected party will notify the other and use reasonable efforts to mitigate. If a force majeure event continues for more than 60 days, either party may terminate the affected Order Form on written notice.
18. Changes to the Services and these Terms
18.1 We continually improve the Services and may modify them, provided the modifications do not materially reduce the core functionality the Customer has subscribed to during its current term.
18.2 We may update these Terms from time to time. We will post the updated Terms on the Website with a revised effective date and, for material changes affecting subscribed Customers, give at least 30 days’ notice. Continued use of the Services after the effective date constitutes acceptance; if a material change adversely affects the Customer, it may terminate the affected Order Form by notice before the change takes effect and receive a pro-rata refund of prepaid unused fees.
19. Governing law and dispute resolution
19.1 Unless an Order Form states otherwise, these Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales.
19.2 The parties will first attempt in good faith to resolve any dispute through escalation to senior management within 30 days of written notice of the dispute.
19.3 If the dispute is not resolved, it shall be finally settled as follows, unless the Order Form states otherwise:
- for Customers contracting in the United Kingdom: the courts of England and Wales have exclusive jurisdiction;
- for Customers contracting in Bahrain, Saudi Arabia, the United Arab Emirates, Jordan, or elsewhere: by arbitration under the Rules of the London Court of International Arbitration (LCIA) by one arbitrator, seated in London, conducted in English — or, where the parties agree in the Order Form, arbitration under the rules of the Dubai International Arbitration Centre (DIAC) seated in Dubai.
19.4 Nothing in this Section prevents either party from seeking urgent injunctive or interim relief in any court of competent jurisdiction, deprives the Customer of the protection of mandatory provisions of the law of its country (including mandatory health data and consumer protections in Bahrain, Saudi Arabia, the UAE, and Jordan), or prevents us from bringing a claim for unpaid fees in the courts of the Customer’s place of business.
20. General
- Entire agreement. These Terms, the Order Form, the DPA, and any documents expressly incorporated form the entire agreement between the parties regarding the Services and supersede all prior agreements and representations relating to their subject matter.
- Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice to the other party.
- Subcontracting. We may subcontract our obligations but remain responsible for our subcontractors’ performance. Sub-processing of personal data is governed by the DPA.
- Notices. Formal notices must be in writing and sent to the contacts named in the Order Form, with a copy to legal@medicalocean.co for notices to us. Notices by email are effective on confirmed receipt.
- Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder will continue in full force.
- No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
- No partnership. The parties are independent contractors; these Terms create no partnership, joint venture, or agency.
- Third-party rights. A person who is not a party to these Terms has no rights to enforce them (including under the Contracts (Rights of Third Parties) Act 1999, where applicable).
- Export and sanctions. Each party will comply with applicable export control and sanctions laws.
- Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 where applicable.
- Language. These Terms are drafted in English. If translated, the English version prevails to the extent permitted by applicable law.
- Survival. Sections that by their nature should survive termination (including Sections 5, 6, 8, 9, 12–14, 16, 19, and 20) survive.
21. Contact
Questions about these Terms? Contact us:
- Legal: legal@medicalocean.co
- General: hello@medicalocean.co
- Post: Medical Ocean LTD, 86-90 Paul Street, London EC2A 4NE, United Kingdom
Our Privacy Policy explains how we handle personal data.