Legal
Subscription agreement
This is a working draft and has not been reviewed by a solicitor. It is published so that a clinic can read what it is being asked to agree to before it signs up, and so that the commercial terms are written down rather than assumed. The clauses marked [to be confirmed] are ones Relay Labs has not settled yet; until they are, no clinic is being asked to rely on them.
This agreement is between Relay Labs Ltd, a company registered in Ireland ("we", "us"), and the clinic that creates an Orla account ("you"). It governs your use of the Orla application. The terms of use cover the orlaclinic.app website only, and the privacy policy explains what we do with personal data.
What you are subscribing to
Orla is practice-management software: a diary, patient records, booking, reminders, billing and reporting for an allied-health clinic. It is provided as a hosted service. It is not a medical device, it does not give clinical advice, and it does not make clinical decisions. Every clinical judgement recorded in Orla is made by a registered professional who remains responsible for it.
Your account and your people
You decide who works at your clinic and what they may see. You are responsible for keeping your staff's credentials secure, for removing people who leave, and for the accuracy of what your clinic records. Owners must use two-factor authentication; that is enforced by the software and is not optional.
Your data is yours
Everything your clinic puts into Orla — patients, notes, documents, invoices — remains yours. We do not sell it, we do not use it to advertise to anyone, and we do not use it to train models. You can export it at any time while your subscription is live, in a machine-readable format, without asking us and without paying extra.
Where we process personal data on your behalf, we do so as your processor under Article 28 GDPR, on the terms of the data processing agreement, which forms part of this agreement. [to be confirmed: the DPA is being drafted — see the compliance work in progress. Until it is executed, no clinic is asked to rely on this clause.]
Where it runs
Orla is hosted in the European Union. The sub-processors we use, what each of them receives, and where they are, are listed and kept current; we will give you at least 30 days' notice before adding or replacing one, and you may object.
Fees, term and renewal
Subscription fees, the billing period, the number of practitioners covered and any minimum term are those set out in your order form or in the plan you select when you subscribe. Fees are payable in advance and are stated exclusive of VAT unless the order form says otherwise.
[to be confirmed: pricing, notice period for a price change, and whether an annual plan carries a minimum term. Nothing is charged during the pilot.]
Ending it
You may cancel at any time, effective at the end of your current billing period. We will not hold your data hostage to a notice period: your export remains available for [to be confirmed: a retention window after cancellation], after which we delete it. If you ask us to delete it sooner, we will.
We may suspend or end an account that is being used unlawfully, that puts other clinics' data at risk, or whose fees are unpaid after we have asked. We will tell you why, and give you a reasonable chance to put it right where it is capable of being put right.
Availability and support
We aim to keep Orla available during clinic hours and to tell you honestly when it is not. [to be confirmed: whether we commit to a service level, and what it is. We would rather publish one we meet than one that reads well.]
What we promise, and what we do not
We warrant that we provide Orla with reasonable skill and care, and that we will not knowingly introduce anything that damages your data. Beyond that, the service is provided as it is: we do not warrant that it will be free of every fault, or that it will suit a purpose you have not told us about.
Neither of us excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be excluded under Irish law. Subject to that, our total liability under this agreement is limited to [to be confirmed: a cap, conventionally the fees paid in the preceding twelve months], and neither of us is liable for indirect or consequential loss.
Changes to this agreement
We may change this agreement, and will give you at least 30 days' notice of a material change by email to your account's owner. If you do not accept a change, you may cancel before it takes effect and we will refund any fees covering the period after cancellation.
Governing law
This agreement is governed by the laws of Ireland, and the Irish courts have exclusive jurisdiction over any dispute arising from it.
Contact
Relay Labs Ltd, Dublin, Ireland · [email protected]