Terms of service

1. Introduction

Welcome to Onnmed LLC ("Onnmed," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of the Onnmed website located at https://www.onnmed.com (the "Website"), together with all services, platforms, client portals, applications, communications, and professional services provided by Onnmed.

Onnmed is an international medical research and scientific consulting company headquartered in the United Arab Emirates. We provide research support and professional consulting services to individuals and organizations worldwide, including researchers, students, healthcare professionals, universities, hospitals, pharmaceutical companies, contract research organizations (CROs), governmental entities, and private organizations.

Our services include, but are not limited to:

• Medical writing
• Scientific editing
• Biostatistical analysis
• Study design
• Sample size calculation
• Research proposal development
• Systematic reviews
• Meta-analyses
• Clinical trial support
• Journal selection
• Journal submission support
• Peer-review response preparation
• Grant writing
• Survey validation
• Data analysis
• Thesis and dissertation support
• AI-assisted research services
• Scientific publication services
• Academic consulting
• Related scientific and research support services

These Terms constitute a legally binding agreement between you ("Client," "User," or "you") and Onnmed.

By accessing our Website, creating an account, requesting a quotation, purchasing services, submitting information through our Website or client portal, communicating with us electronically, paying an invoice, signing a quotation or agreement, or otherwise engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all policies referenced herein, including our Privacy Policy and any applicable Refund Policy.

If you do not agree with these Terms, you must not access or use the Website or engage our services.

Nothing in these Terms shall be interpreted as creating a partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, or exclusive business arrangement between Onnmed and any client unless expressly agreed in writing.

These Terms apply to all users of the Website and all recipients of Onnmed's services, regardless of their country of residence or location, subject to applicable mandatory laws that may apply in their jurisdiction.

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2. Definitions

For the purposes of these Terms, the following definitions shall apply unless the context requires otherwise.

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2.1 "Account"

An account created by a User to access certain features of the Website, client portal, dashboards, secure document upload systems, or other services provided by Onnmed.

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2.2 "Agreement"

These Terms of Service, together with any quotation, proposal, invoice, statement of work, service agreement, purchase order accepted by Onnmed, Privacy Policy, Refund Policy, and any other documents expressly incorporated by reference.

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2.3 "Client"

Any individual or legal entity that requests, purchases, accesses, or receives services from Onnmed, including but not limited to students, researchers, universities, hospitals, healthcare professionals, pharmaceutical companies, contract research organizations (CROs), governmental entities, nonprofit organizations, and private companies.

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2.4 "Confidential Information"

Any non-public information disclosed by either party, whether in written, electronic, oral, visual, or any other form, including but not limited to:

• Research data
• Study protocols
• Manuscripts
• Statistical analyses
• Business information
• Financial information
• Intellectual property
• Trade secrets
• Patient-related information
• Proprietary methodologies
• Login credentials
• Project documentation

Confidential Information does not include information that:

• is publicly available through no breach of these Terms;
• was lawfully known before disclosure;
• is lawfully received from a third party without confidentiality obligations; or
• is independently developed without reference to the disclosed information.

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2.5 "Deliverables"

Any work product prepared by Onnmed under a service agreement, including but not limited to:

• Manuscripts
• Research proposals
• Statistical analyses
• Study protocols
• Reports
• Systematic reviews
• Meta-analyses
• Survey instruments
• Data analysis outputs
• Figures
• Tables
• Presentations
• Scientific editing
• Publication support documents
• Reviewer responses
• Any other agreed project outputs.

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2.6 "Fees"

The charges payable by the Client for services provided by Onnmed, as specified in an accepted quotation, invoice, proposal, service agreement, or other written communication.

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2.7 "Intellectual Property"

All intellectual property rights recognized under applicable law, including copyrights, trademarks, trade secrets, patents, database rights, software, source code, algorithms, statistical scripts, templates, workflows, methodologies, prompts, documentation, designs, graphics, and other proprietary materials, whether registered or unregistered.

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2.8 "Onnmed"

Onnmed LLC, together with its employees, officers, directors, contractors, consultants, authorized representatives, affiliates, successors, and permitted assigns, unless the context requires otherwise.

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2.9 "Professional Services"

The scientific, academic, technical, consulting, publication, analytical, educational, and research support services offered by Onnmed through its Website or otherwise.

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2.10 "Project"

Any engagement, assignment, quotation, research activity, consultation, manuscript, statistical analysis, publication support service, or other professional work undertaken by Onnmed on behalf of a Client.

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2.11 "Quotation"

Any written proposal, estimate, statement of work, pricing document, or service offer issued by Onnmed describing the scope of services, fees, estimated timelines, assumptions, exclusions, and other commercial terms.

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2.12 "Research Data"

Any scientific, academic, clinical, laboratory, statistical, survey, observational, experimental, or other research-related information provided by or on behalf of the Client for use in connection with a Project.

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2.13 "Services"

All products and professional services offered by Onnmed, whether accessed through the Website, client portal, email, video conferencing, messaging applications, or other communication channels.

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2.14 "User"

Any individual who accesses the Website, creates an Account, submits information, communicates with Onnmed, requests a quotation, purchases services, or otherwise interacts with Onnmed.

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2.15 "Website"

The official Onnmed website located at https://www.onnmed.com, together with all associated webpages, client portals, dashboards, secure upload systems, applications, subdomains, and online services operated by or on behalf of Onnmed.

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2.16 Interpretation

Unless the context otherwise requires:

• References to the singular include the plural and vice versa.
• References to one gender include all genders.
• Headings are included for convenience only and do not affect interpretation.
• The words "including," "includes," and "such as" shall be interpreted as meaning "including without limitation."
• References to applicable laws include amendments, replacements, regulations, and successor legislation.
• Any ambiguity shall not be interpreted against either party solely because that party drafted or prepared these Terms.

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3. Acceptance of These Terms

These Terms constitute a legally binding agreement between Onnmed LLC ("Onnmed") and the Client. By accessing or using the Website or engaging any of our Services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms.

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3.1 Methods of Acceptance

A legally binding agreement between the Client and Onnmed shall be deemed to have been formed upon the occurrence of any one or more of the following events:

• Accessing or using the Website.
• Creating a user account.
• Accessing the client portal or dashboard.
• Requesting a quotation.
• Accepting a quotation or proposal.
• Signing a service agreement or statement of work.
• Issuing a purchase order accepted by Onnmed.
• Paying an invoice, deposit, or other fee.
• Instructing Onnmed to commence work.
• Uploading documents, datasets, manuscripts, or other project materials through our Website, client portal, or secure upload systems.
• Communicating acceptance by email, electronic message, or any other written form.
• Continuing to use the Services after being notified of updated Terms.

No handwritten signature is required unless expressly requested by Onnmed.

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3.2 Authority to Enter into the Agreement

By accepting these Terms, the Client represents and warrants that:

• they have the legal capacity to enter into a binding agreement;
• they are at least the age of majority in their jurisdiction;
• they possess the authority to act on behalf of any organization they represent;
• all information provided to Onnmed is accurate and complete to the best of their knowledge; and
• entering into this Agreement does not violate any applicable law, contractual obligation, institutional policy, or professional duty.

If the Client is acting on behalf of an organization, institution, university, hospital, company, or other legal entity, the Client confirms that they have the authority to bind that entity to these Terms.

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3.3 Electronic Communications

The Client agrees that communications conducted electronically shall have the same legal effect as communications conducted in writing.

Electronic communications include, but are not limited to:

• Email correspondence.
• Communications through the client portal.
• Messages submitted through the Website.
• Electronic acceptance of quotations.
• Online payments.
• Electronic signatures.
• Communications through approved messaging platforms used for project administration.

The Client agrees that electronic records maintained by Onnmed may be relied upon as evidence of communications, instructions, approvals, and acceptance of these Terms to the extent permitted by applicable law.

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3.4 Additional Service Agreements

Certain Services may require the execution of a separate agreement, quotation, statement of work, confidentiality agreement, Data Processing Agreement (DPA), or other contractual document.

Where such a document expressly modifies or supplements these Terms, the provisions of that document shall prevail only to the extent of the inconsistency and only for the specific Service to which it relates.

All remaining provisions of these Terms shall continue to apply.

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3.5 Client Responsibility to Review

The Client is responsible for reviewing these Terms before engaging any Services.

If the Client does not understand any provision of these Terms, they should seek clarification before requesting that Onnmed commence work.

The commencement of Services following acceptance constitutes acknowledgment that the Client has had a reasonable opportunity to review these Terms.

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3.6 Refusal of Service

Onnmed reserves the right, at its sole discretion and to the extent permitted by applicable law, to refuse, decline, suspend, or terminate any request for Services where:

• the requested work is unlawful or unethical;
• the Client provides false, misleading, or incomplete information;
• required documentation is not provided;
• the requested work falls outside Onnmed's professional expertise;
• a conflict of interest exists;
• payment obligations are not satisfied;
• the Client engages in abusive, threatening, discriminatory, or inappropriate conduct toward Onnmed personnel; or
• providing the requested Services may expose Onnmed to unreasonable legal, regulatory, ethical, or reputational risk.

Where Services are declined after work has commenced, any applicable refund shall be governed by these Terms and the applicable Refund Policy.

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3.7 Entire Agreement

These Terms, together with any accepted quotation, proposal, invoice, statement of work, Privacy Policy, Refund Policy, Data Processing Agreement, or other written agreement expressly incorporated by reference, constitute the entire agreement between the Client and Onnmed regarding the relevant Services and supersede all prior discussions, negotiations, representations, or understandings relating to the same subject matter, unless otherwise agreed in writing by both parties.

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4. Eligibility to Use the Services

The Services provided by Onnmed are intended for individuals and organizations seeking legitimate scientific, academic, research, statistical, publication, and consulting support.

By accessing the Website or engaging our Services, the Client confirms that they satisfy the eligibility requirements set out in this Section.

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4.1 Eligible Users

The Services may be used by, including but not limited to:

• Individual researchers.
• Students.
• Healthcare professionals.
• Universities and colleges.
• Hospitals and healthcare institutions.
• Pharmaceutical companies.
• Contract Research Organizations (CROs).
• Governmental and public sector entities.
• Private companies.
• Non-profit organizations.
• Academic institutions.
• Other organizations requiring professional research or scientific consulting services.

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4.2 Legal Capacity

The Client represents and warrants that they:

• possess the legal capacity to enter into binding agreements;
• are at least eighteen (18) years of age, or the age of legal majority in their jurisdiction, whichever is higher;
• are legally permitted to use the Services under the laws applicable to them; and
• will use the Services only for lawful purposes.

If the Client accesses the Services on behalf of another individual or organization, the Client represents that they are duly authorized to act on behalf of that individual or organization.

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4.3 Professional Use

Many of Onnmed's Services are intended for professional, academic, institutional, or commercial use.

Clients are responsible for ensuring that their use of the Services complies with:

• institutional policies;
• university regulations;
• employer requirements;
• research ethics requirements;
• funding conditions;
• journal policies;
• applicable laws; and
• professional codes of conduct.

Onnmed is not responsible for ensuring that a Client's intended use complies with the internal policies of a university, employer, journal, funding body, or other third party.

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4.4 Prohibited Uses

The Client agrees not to use the Website or the Services:

• for any unlawful purpose;
• to commit fraud or misrepresentation;
• to violate intellectual property rights;
• to infringe the privacy or confidentiality rights of others;
• to submit fabricated, falsified, manipulated, or intentionally misleading research data;
• to impersonate another person or organization;
• to distribute malicious software or interfere with the operation of the Website;
• to gain unauthorized access to systems, accounts, or data;
• to use the Services in violation of applicable export control or sanctions laws;
• to engage in harassment, abusive conduct, or unlawful discrimination; or
• for any purpose that could reasonably damage the reputation, integrity, security, or lawful operations of Onnmed.

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4.5 Academic Integrity

Onnmed supports ethical research and academic integrity.

Our Services are intended to assist Clients in conducting, analyzing, presenting, and publishing scientific research in accordance with accepted academic and professional standards.

The Client remains solely responsible for ensuring that their use of our Services complies with:

• academic integrity policies;
• institutional regulations;
• examination rules;
• authorship standards;
• publication ethics;
• research ethics requirements; and
• applicable laws.

Nothing in these Terms shall be interpreted as transferring the Client's academic, professional, or ethical responsibilities to Onnmed.

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4.6 Right to Verify Information

Where reasonably necessary, Onnmed reserves the right to request additional information or documentation to verify:

• the identity of a Client;
• organizational affiliation;
• authority to act on behalf of another person or entity;
• ownership or lawful possession of submitted materials;
• payment information; or
• any other information relevant to the requested Services.

Failure to provide requested information may result in the suspension, delay, or refusal of Services.

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4.7 Suspension of Eligibility

If Onnmed reasonably believes that a Client no longer satisfies the eligibility requirements set out in these Terms, or has breached these Terms or applicable law, Onnmed may suspend or terminate access to the Website, client portal, user accounts, or Services without prejudice to any other rights or remedies available under these Terms or applicable law.

Such suspension shall not affect the Client's obligation to pay any fees accrued prior to the suspension or termination.

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5. Services

Onnmed provides professional scientific, academic, research, statistical, publication, and consulting services to clients worldwide. The specific scope of Services provided under any engagement shall be determined by the applicable quotation, proposal, statement of work, invoice, or other written agreement accepted by both parties.

Nothing in these Terms shall be interpreted as obligating Onnmed to provide any service beyond the scope expressly agreed upon.

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5.1 Scope of Services

Depending on the Client's requirements, Onnmed may provide services including, but not limited to:

• Medical writing.
• Scientific editing.
• Biostatistical analysis.
• Statistical consultation.
• Study design.
• Sample size calculation.
• Research proposal development.
• Systematic reviews.
• Meta-analyses.
• Clinical trial support.
• Journal selection.
• Journal submission support.
• Preparation of responses to peer reviewers.
• Grant writing.
• Survey design and validation.
• Data analysis.
• Thesis and dissertation support.
• AI-assisted research support.
• Scientific publication services.
• Research methodology consultation.
• Academic consulting.
• Other scientific and research-related services.

The availability of any particular service may vary depending on project complexity, resource availability, regulatory considerations, and other operational requirements.

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5.2 Service Proposals

Before commencing work, Onnmed may provide the Client with a quotation, proposal, or statement of work describing:

• the requested Services;
• the agreed scope of work;
• estimated delivery timelines;
• applicable fees;
• assumptions;
• exclusions;
• revision entitlements; and
• any special conditions applicable to the Project.

The quotation forms part of the contractual agreement once accepted by the Client.

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5.3 Scope Changes

Any request by the Client that exceeds or materially differs from the agreed scope of work shall constitute a scope change.

Examples include, but are not limited to:

• additional analyses;
• additional manuscripts;
• new datasets;
• additional survey validation;
• additional statistical testing;
• major restructuring of a manuscript;
• inclusion of new objectives;
• changes to study methodology;
• additional journal submissions; or
• any other work not included in the accepted quotation.

Onnmed reserves the right to:

• revise project timelines;
• issue a revised quotation;
• charge additional fees; or
• decline the additional work.

Work outside the agreed scope shall not commence until the revised commercial terms have been accepted by the Client.

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5.4 Professional Judgment

Onnmed performs its Services using reasonable professional skill, scientific knowledge, and accepted industry practices.

Professional opinions, recommendations, statistical interpretations, editorial suggestions, and methodological advice provided by Onnmed represent our professional judgment based on the information available at the time of the engagement.

The Client remains solely responsible for decisions made based on those recommendations.

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5.5 Client Cooperation

Successful completion of a Project requires timely cooperation from the Client.

The Client agrees to provide, where applicable:

• complete instructions;
• research materials;
• datasets;
• approvals;
• requested documentation;
• timely responses to questions;
• manuscript revisions;
• author information; and
• any other information reasonably required to perform the Services.

Failure to provide required information may delay or affect project completion.

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5.6 Third-Party Dependencies

Certain Services involve third parties whose actions are outside Onnmed's control.

These may include:

• academic journals;
• peer reviewers;
• publishers;
• ethics committees;
• Institutional Review Boards (IRBs);
• funding agencies;
• regulatory authorities;
• universities;
• hospitals;
• software providers; and
• other external organizations.

Onnmed is not responsible for delays, decisions, actions, or requirements imposed by such third parties.

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5.7 AI-Assisted Services

Certain Services may incorporate artificial intelligence-assisted technologies to improve efficiency, productivity, drafting, language refinement, coding assistance, data organization, or workflow management.

Where AI-assisted technologies are used:

• they function as support tools only;
• professional human review is performed before deliverables are provided to the Client;
• Onnmed exercises professional judgment regarding all final outputs; and
• AI-assisted processing does not alter the Client's ownership rights in the final deliverables upon full payment.

The use of AI-assisted technologies does not constitute a representation that any deliverable has been generated solely through automated means.

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5.8 Continuous Improvement

Onnmed continuously develops and improves its methodologies, workflows, technologies, templates, statistical approaches, quality assurance procedures, and operational processes.

Accordingly, Onnmed reserves the right to modify internal methods used to perform the Services, provided that such modifications do not materially reduce the quality or scope of the agreed Services.

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5.9 Right to Decline Services

Onnmed reserves the right to decline any Project where, in its reasonable opinion:

• the requested work is unlawful;
• the requested work is unethical;
• the requested work conflicts with accepted scientific or publication ethics;
• insufficient information has been provided;
• the requested work falls outside our expertise;
• the Project presents an unacceptable legal, regulatory, operational, or reputational risk; or
• the Client has materially breached these Terms or any other agreement with Onnmed.

Where Services are declined after work has commenced, any applicable financial adjustments shall be governed by these Terms and the applicable Refund Policy.

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5.10 No Exclusivity

Unless expressly agreed in writing, nothing in these Terms grants the Client any exclusive relationship with Onnmed.

Onnmed remains free to provide similar or identical Services to other clients, provided that doing so does not result in the unauthorized disclosure or misuse of the Client's Confidential Information or Intellectual Property.

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6. User Accounts and Client Portal

To facilitate communication, project management, secure document exchange, and service delivery, Onnmed may provide Clients with access to user accounts, client dashboards, secure upload portals, or other online account features.

Access to these features is subject to these Terms and any additional instructions communicated by Onnmed.

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6.1 Account Registration

Certain Services may require the creation of a user account.

When creating an account, the Client agrees to:

• provide accurate, complete, and current information;
• maintain and promptly update account information when necessary;
• provide a valid email address for communications;
• ensure that all registration information is truthful and not misleading; and
• create only one account unless otherwise authorized by Onnmed.

Onnmed reserves the right to refuse account registration at its reasonable discretion.

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6.2 Account Security

The Client is responsible for maintaining the confidentiality of their account credentials, including usernames, passwords, authentication codes, and any other security information associated with the account.

The Client agrees to:

• use a strong and unique password;
• maintain the confidentiality of login credentials;
• prevent unauthorized access to the account;
• immediately notify Onnmed of any suspected unauthorized access, security breach, or misuse of the account; and
• log out of shared or public devices after each session.

The Client is responsible for all activities conducted through their account unless unauthorized access results solely from Onnmed's negligence or willful misconduct.

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6.3 Authorized Users

Where an account is created on behalf of an organization, institution, university, hospital, company, or other legal entity, the organization is responsible for ensuring that access is granted only to appropriately authorized personnel.

Onnmed shall not be responsible for internal disputes regarding user permissions or account access within a Client organization.

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6.4 Secure Document Uploads

Clients may upload documents, datasets, manuscripts, images, research materials, statistical files, or other project-related information through our client portal or other secure methods approved by Onnmed.

The Client represents and warrants that:

• they have the legal authority to provide the uploaded materials;
• the uploaded materials do not infringe the rights of any third party;
• any required permissions, approvals, or consents have been obtained;
• uploaded files are free from malicious software to the best of the Client's knowledge; and
• the uploaded materials are relevant to the requested Services.

Onnmed reserves the right to reject, quarantine, or remove files that present security risks or violate these Terms.

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6.5 Electronic Communications

Project communications may take place through:

• the client portal;
• email;
• secure document sharing platforms;
• approved messaging applications, including WhatsApp;
• video conferencing platforms; or
• other communication channels approved by Onnmed.

The Client acknowledges that communications transmitted through third-party platforms remain subject to the terms and privacy practices of those platforms.

For operational efficiency, instructions received through approved communication channels may be relied upon by Onnmed unless there is a reasonable basis to question their authenticity.

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6.6 Availability of the Client Portal

While Onnmed endeavors to maintain continuous access to its Website and client portal, uninterrupted availability cannot be guaranteed.

Temporary interruptions may occur due to:

• scheduled maintenance;
• software updates;
• security enhancements;
• technical failures;
• internet connectivity issues;
• third-party service interruptions; or
• circumstances beyond Onnmed's reasonable control.

Such interruptions shall not constitute a breach of these Terms.

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6.7 Suspension or Deactivation of Accounts

Onnmed may suspend, restrict, or deactivate an account where reasonably necessary, including where:

• these Terms have been breached;
• payment obligations remain outstanding;
• fraudulent or suspicious activity is suspected;
• unauthorized access is detected;
• false registration information has been provided;
• continued access presents a security risk; or
• suspension is required by law or a competent authority.

Where reasonably practicable, Onnmed may notify the Client before taking such action, unless immediate action is necessary to protect security, legal compliance, or the integrity of our systems.

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6.8 Account Termination

A Client may request the closure of their account at any time by contacting Onnmed.

Closure of an account does not:

• cancel outstanding invoices;
• terminate ongoing contractual obligations;
• affect ownership or licensing rights established under these Terms;
• require immediate deletion of information where retention is permitted or required by applicable law; or
• affect obligations relating to confidentiality, intellectual property, dispute resolution, or limitation of liability.

Account information may be retained in accordance with Onnmed's Privacy Policy and applicable legal requirements.

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6.9 System Improvements

Onnmed reserves the right to modify, enhance, replace, suspend, or discontinue any feature of the Website, client portal, dashboard, secure upload system, or related online services at any time to improve security, functionality, regulatory compliance, or operational efficiency.

Such modifications shall not materially affect any ongoing Project without reasonable notice where practicable.

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7. Client Responsibilities

The quality, accuracy, and timely completion of the Services depend upon the Client's cooperation and fulfillment of the responsibilities described in this Section.

The Client acknowledges that failure to comply with these responsibilities may result in delays, additional fees, suspension of work, or limitations on the quality or completeness of the Services provided.

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7.1 Accuracy of Information

The Client is solely responsible for ensuring that all information, documents, datasets, instructions, and materials provided to Onnmed are:

• accurate;
• complete;
• current;
• truthful;
• relevant to the requested Services; and
• lawfully obtained.

Onnmed is entitled to rely upon the information supplied by the Client and is not responsible for independently verifying its accuracy unless expressly agreed in writing.

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7.2 Ownership and Authority

The Client represents and warrants that they possess all necessary rights, permissions, licenses, approvals, and legal authority required to provide any information, documents, datasets, images, manuscripts, or other materials submitted to Onnmed.

This includes, where applicable:

• ownership of submitted materials;
• authorization from the lawful owner;
• institutional approvals;
• contractual permissions;
• copyright permissions; and
• any other authorization required under applicable law.

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7.3 Research Ethics

Where Services involve scientific, academic, or clinical research, the Client remains solely responsible for obtaining all required approvals before conducting research or submitting research for publication.

These responsibilities include, where applicable:

• Institutional Review Board (IRB) approval;
• Research Ethics Committee approval;
• institutional authorization;
• regulatory approvals;
• participant informed consent;
• patient consent;
• trial registration;
• data sharing permissions; and
• compliance with applicable research ethics standards.

Onnmed does not obtain ethics approvals on behalf of Clients unless expressly agreed in writing.

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7.4 Submitted Data

The Client is responsible for ensuring that all submitted datasets and research materials:

• accurately reflect the underlying research;
• have not been intentionally fabricated or falsified;
• have not been intentionally manipulated in a misleading manner;
• comply with applicable legal and ethical requirements; and
• may lawfully be processed by Onnmed.

Onnmed shall not be responsible for scientific conclusions or publication outcomes arising from inaccurate, incomplete, fabricated, falsified, or otherwise unreliable information supplied by the Client.

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7.5 Timely Cooperation

The Client agrees to cooperate throughout the Project by:

• responding to reasonable requests for information;
• reviewing draft deliverables;
• providing approvals where required;
• answering technical questions;
• supplying requested documentation; and
• communicating decisions within a reasonable period.

Failure to provide timely responses may delay project completion.

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7.6 Delays Caused by the Client

Where a Client delays in providing information, approvals, datasets, revisions, feedback, or other required materials, all estimated delivery timelines shall automatically be extended by:

• the duration of the Client's delay; and
• any additional reasonable period required for Onnmed to resume work and reallocate project resources.

Such delays shall not constitute a breach of these Terms by Onnmed.

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7.7 Communication

The Client agrees to provide accurate contact information and promptly notify Onnmed of any changes affecting project communications.

The Client is responsible for monitoring communications sent to their registered email address or other approved communication channels used during the Project.

Failure to read or respond to communications shall not relieve the Client of their contractual obligations.

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7.8 Review of Deliverables

The Client is responsible for carefully reviewing all deliverables before:

• submission to journals;
• submission to universities;
• regulatory submission;
• grant submission;
• dissemination;
• publication; or
• any other intended use.

The Client remains solely responsible for verifying:

• factual accuracy;
• author information;
• affiliations;
• references;
• statistical interpretation;
• regulatory compliance;
• spelling;
• grammar;
• formatting; and
• any final scientific conclusions.

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7.9 Authorship and Publication Responsibility

The Client is solely responsible for matters relating to:

• authorship order;
• corresponding author designation;
• contributor roles;
• acknowledgements;
• conflicts of interest;
• funding disclosures;
• institutional affiliations;
• publication ethics;
• journal declarations; and
• compliance with journal submission requirements.

Onnmed shall not participate in or be responsible for authorship disputes, contributor disputes, institutional disputes, or publication-related disagreements among collaborators.

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7.10 Lawful Use of Services

The Client agrees to use the Services only for lawful and ethical purposes.

The Client shall not request Onnmed to perform work that:

• violates applicable law;
• breaches publication ethics;
• infringes intellectual property rights;
• promotes academic misconduct;
• facilitates fraud or deception; or
• is otherwise inconsistent with accepted scientific, academic, or professional standards.

Onnmed reserves the right to decline any such request.

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7.11 Project Continuity

Where a Client becomes unresponsive during an active Project, Onnmed may continue performing work based on the information already provided where reasonably practicable.

If continued progress is not possible due to the Client's lack of cooperation, the Project may be archived until the Client resumes communication.

Archiving does not:

• cancel the Project;
• entitle the Client to a refund;
• waive any payment obligations; or
• affect any rights or obligations under these Terms.

Project timelines shall be adjusted accordingly upon resumption.

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7.12 Compliance with Applicable Laws

The Client remains solely responsible for ensuring that their use of the Services complies with all applicable:

• laws;
• regulations;
• institutional policies;
• funding requirements;
• journal policies;
• ethical standards; and
• professional obligations applicable to the Client or the Project.

Onnmed's provision of Services does not constitute legal, regulatory, institutional, or ethics compliance certification.

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8. Quotations, Service Agreements, and Project Scope

All Services provided by Onnmed are subject to an accepted quotation, proposal, statement of work, service agreement, invoice, purchase order, or other written agreement specifying the scope of the engagement.

The quotation forms the basis of the commercial agreement between Onnmed and the Client and should be read together with these Terms.

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8.1 Quotations

Unless otherwise stated in writing, quotations issued by Onnmed are:

• based solely on the information provided by the Client;
• limited to the scope expressly described in the quotation;
• exclusive of services not specifically listed;
• subject to these Terms of Service; and
• subject to revision where project requirements materially change before acceptance.

Quotations do not become binding until accepted by both parties or until the Client instructs Onnmed to commence work.

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8.2 Scope of Work

The scope of each Project is limited to the Services expressly included within the accepted quotation or written agreement.

Unless expressly stated otherwise, the quotation shall define:

• project objectives;
• deliverables;
• estimated timelines;
• revision entitlement;
• applicable fees;
• assumptions;
• exclusions; and
• any special conditions applicable to the Project.

Any service not specifically included shall be deemed excluded from the agreed scope.

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8.3 Changes to Scope

The Client may request modifications to the agreed scope at any time.

Examples include:

• additional analyses;
• new datasets;
• expanded literature reviews;
• additional statistical testing;
• additional manuscript sections;
• new study objectives;
• additional publication support;
• new journal submissions;
• additional survey validation;
• additional figures or tables; or
• any other work beyond the original quotation.

Scope changes may result in:

• revised pricing;
• revised timelines;
• revised deliverables; and
• issuance of a revised quotation or invoice.

Onnmed shall not be obligated to commence additional work until the revised commercial terms have been accepted by the Client.

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8.4 Estimated Timelines

Unless expressly agreed otherwise in writing, all delivery dates provided by Onnmed are estimates made in good faith based on the information available at the time the quotation is issued.

Estimated delivery dates are not guaranteed deadlines.

The complexity of scientific research, statistical analysis, publication requirements, Client responsiveness, third-party dependencies, and unforeseen circumstances may affect project timelines.

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8.5 Project Delays

The Client acknowledges that scientific and academic projects frequently require flexibility.

Accordingly, delays of up to thirty (30) calendar days beyond an estimated delivery date shall not, by themselves, constitute a breach of these Terms or entitle the Client to terminate the Project, refuse payment, demand compensation, or seek damages.

Where reasonably practicable, Onnmed will notify the Client of material delays and provide an updated estimated completion date.

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8.6 Delays Outside Onnmed's Control

Onnmed shall not be responsible for delays arising from circumstances beyond its reasonable control, including but not limited to:

• delayed Client responses;
• incomplete or inaccurate information provided by the Client;
• additional Client requests;
• journal processing times;
• peer review timelines;
• publisher requirements;
• reviewer comments;
• institutional approvals;
• ethics committee decisions;
• software failures beyond Onnmed's control;
• internet outages;
• force majeure events; or
• actions of governmental or regulatory authorities.

Project timelines shall be automatically extended to reflect the duration of such delays together with any reasonable time required to resume work.

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8.7 Acceptance of Deliverables

Unless otherwise agreed in writing, deliverables shall be deemed accepted where:

• the Client confirms acceptance in writing;
• the Client submits the deliverable to a journal, university, funding body, employer, or other third party;
• the Client uses the deliverable for its intended purpose; or
• the Client does not notify Onnmed of any material concerns within a reasonable period after delivery.

Acceptance of a deliverable does not limit any revision rights expressly included within the quotation.

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8.8 Project Completion

A Project shall be considered completed upon the earliest of:

• delivery of the agreed deliverables;
• completion of the agreed revision period;
• written confirmation of completion by the Client;
• completion of all Services described in the quotation; or
• termination in accordance with these Terms.

Completion of a Project does not affect any continuing obligations relating to payment, confidentiality, intellectual property, limitation of liability, dispute resolution, or other provisions intended to survive termination.

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8.9 Separate Services

Each quotation or Project shall be treated as an independent engagement unless expressly stated otherwise.

Completion of one Project does not obligate Onnmed to undertake additional work without a new quotation or written agreement.

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8.10 Good Faith Performance

Both Onnmed and the Client agree to perform their respective obligations in good faith and to cooperate reasonably throughout the duration of the Project.

Both parties acknowledge that successful scientific and research projects often require ongoing communication, professional collaboration, and mutual cooperation.

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9. Fees and Payment

The Client agrees to pay all fees applicable to the Services in accordance with the accepted quotation, invoice, proposal, or other written agreement issued by Onnmed.

Unless otherwise agreed in writing, all fees are stated in the applicable quotation and are payable in accordance with the payment terms specified therein.

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9.1 Service Fees

Fees are determined based on factors including:

• the nature of the requested Services;
• project complexity;
• project scope;
• expected workload;
• delivery timelines;
• required expertise;
• requested revisions;
• statistical complexity;
• publication support requirements; and
• any additional services requested by the Client.

All quotations are issued in good faith based on the information provided by the Client at the time of quotation.

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9.2 Payment Methods

Onnmed accepts payment through approved payment methods, which may include:

• Mamo Pay;
• bank transfer;
• or any other payment method approved by Onnmed from time to time.

The availability of payment methods may vary depending on the Client's country of residence and the nature of the Services requested.

The Client is responsible for ensuring that payment is successfully completed using an approved payment method.

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9.3 Payment Terms

Unless otherwise agreed in writing:

• payment schedules shall be governed by the accepted quotation or invoice;
• deposits, milestone payments, or advance payments may be required before work commences;
• Onnmed reserves the right to withhold commencement or continuation of Services until the applicable payment has been received; and
• ownership of Deliverables shall not transfer until all outstanding amounts due under the Project have been paid in full.

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9.4 Taxes and Charges

Unless expressly stated otherwise in writing:

• all fees are exclusive of applicable taxes;
• the Client is responsible for any taxes, duties, withholding taxes, bank charges, currency conversion fees, wire transfer charges, or similar costs arising from the payment;
• any deductions required by applicable law shall be borne by the Client unless otherwise agreed.

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9.5 Late Payments

If payment is not received by the agreed due date, Onnmed may, without prejudice to any other rights available under these Terms or applicable law:

• suspend ongoing work;
• withhold delivery of completed work;
• suspend access to the client portal or account;
• postpone project milestones;
• refuse new work requests until outstanding balances are settled; or
• terminate the Project in accordance with these Terms.

Onnmed shall not be responsible for delays resulting from suspended work due to overdue payments.

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9.6 Payment Disputes

If the Client believes that an invoice contains an error, the Client shall notify Onnmed promptly in writing, providing reasonable details of the disputed amount.

Undisputed portions of an invoice shall remain payable in accordance with the agreed payment terms.

Both parties agree to make reasonable efforts to resolve billing disputes in good faith.

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9.7 Refund Policy

Refunds are governed by Onnmed's applicable Refund Policy in effect at the time the Project is accepted.

Unless otherwise expressly agreed in writing:

• cancellation requests submitted within twenty-four (24) hours of Project acceptance may qualify for a full refund;
• cancellation requests submitted within three (3) calendar days may qualify for a partial refund in accordance with the applicable Refund Policy;
• cancellation requests submitted within seven (7) calendar days may qualify for a reduced refund as specified in the applicable Refund Policy; and
• after the applicable refund period has expired, payments become non-refundable except where otherwise required by applicable law or expressly agreed by Onnmed in writing.

Where work has already commenced or substantial Services have been performed, Onnmed reserves the right to deduct the value of work completed prior to calculating any refund.

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9.8 No Refunds for Completed Services

Unless required by applicable law, refunds shall not be provided for:

• completed Deliverables;
• completed consultations;
• completed statistical analyses;
• completed publication support;
• completed revisions;
• completed journal submissions;
• Services already delivered to the Client; or
• delays caused by the Client or third parties beyond Onnmed's reasonable control.

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9.9 Currency

Payments shall be made in the currency specified in the applicable quotation or invoice.

Where currency conversion is required, exchange rate differences and financial institution charges shall be borne by the Client unless otherwise agreed in writing.

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9.10 Ownership Pending Payment

Until all outstanding fees relating to a Project have been paid in full:

• Deliverables remain the intellectual property of Onnmed to the extent permitted by applicable law;
• the Client shall not publish, distribute, commercialize, or otherwise use the Deliverables without Onnmed's prior written consent; and
• Onnmed may withhold editable files, source files, supporting documentation, statistical code, or other materials until payment has been received in full.

Upon receipt of full payment, ownership of the final Deliverables shall transfer to the Client in accordance with the Intellectual Property provisions of these Terms, subject to Onnmed's retained rights in its pre-existing materials, methodologies, templates, software, workflows, prompts, statistical scripts, and proprietary know-how.

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9.11 Promotional Pricing

From time to time, Onnmed may offer promotional pricing, discounts, bundled services, scholarships, institutional pricing, or other special offers.

Unless expressly stated otherwise:

• promotional offers are available only during the applicable promotional period;
• promotional pricing cannot be combined with other offers unless expressly permitted by Onnmed; and
• promotional offers may be modified or withdrawn at any time before acceptance.

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9.12 Reservation of Rights

Failure by Onnmed to immediately enforce any payment obligation shall not constitute a waiver of its rights.

Onnmed reserves all legal and contractual rights to recover unpaid amounts and to enforce the payment provisions contained in these Terms.

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10. Refunds, Cancellations, and Project Suspension

Onnmed recognizes that circumstances may arise requiring the cancellation, postponement, or suspension of a Project. This Section governs the rights and obligations of both parties in such situations.

Unless otherwise agreed in writing, refunds and cancellations shall be governed by this Section together with Onnmed's Refund Policy.

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10.1 Client Cancellation

The Client may request cancellation of a Project by providing written notice to Onnmed.

Cancellation becomes effective only after written acknowledgment by Onnmed.

The Client remains responsible for all Services performed prior to the effective date of cancellation.

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10.2 Refund Eligibility

Refund eligibility depends on:

• the timing of the cancellation request;
• the stage of project completion;
• the amount of work already performed
• third-party costs already incurred;
• any non-refundable expenses; and
• the applicable Refund Policy in effect at the time the Project was accepted.

Where both this Section and the Refund Policy apply, the Refund Policy shall prevail in relation to refund calculations.

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10.3 Commencement of Work

For the purposes of these Terms, a Project shall be considered to have commenced once Onnmed has initiated any substantive work relating to the engagement, including but not limited to:

• literature review;
• project planning;
• study design;
• statistical planning;
• manuscript preparation;
• scientific editing;
• data cleaning;
• statistical analysis;
• journal selection;
• publication support;
• consultation; or
• any other professional work performed on behalf of the Client.

The commencement of work may affect the amount of any refund available.

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10.4 Non-Refundable Services

Unless required by applicable law or expressly agreed in writing, fees paid for Services that have already been substantially performed or completed are non-refundable.

This includes, where applicable:

• completed consultations;
• completed statistical analyses;
• completed manuscripts;
• completed systematic reviews;
• completed meta-analyses;
• completed editing services;
• completed publication support;
• completed journal submissions;
• completed grant applications;
• completed survey validation;
• completed revisions; and
• any other completed Deliverables.

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10.5 Third-Party Costs

Where a Project requires payments to third parties, including but not limited to journals, publishers, software providers, translators, or other service providers, such costs may be non-refundable once incurred.

The Client remains responsible for third-party costs that cannot reasonably be recovered by Onnmed.

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10.6 Suspension by the Client

A Client may request that a Project be temporarily suspended.

During any suspension:

• work may be paused;
• delivery timelines shall be extended accordingly;
• project resources may be reassigned to other engagements; and
• Onnmed does not guarantee immediate resumption upon the Client's request.

Where a Project remains suspended for an extended period, Onnmed may archive the Project in accordance with these Terms.

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10.7 Suspension by Onnmed

Onnmed may suspend work where reasonably necessary, including where:

• payment obligations remain outstanding;
• the Client fails to provide required information;
• conflicting instructions are received;
• legal or ethical concerns arise;
• continued work would violate applicable laws or publication ethics;
• security concerns arise; or
• circumstances beyond Onnmed's reasonable control prevent continued performance.

Suspension shall not constitute a breach of these Terms.

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10.8 Archived Projects

Where a Client becomes unresponsive or a Project remains inactive for six (6) consecutive months, Onnmed may archive the Project.

Archived Projects may remain eligible for future continuation; however:

• delivery timelines shall be recalculated;
• work schedules shall depend on resource availability;
• previously completed work shall remain subject to these Terms; and
• archiving does not cancel outstanding payment obligations or entitle the Client to a refund.

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10.9 Termination by Onnmed

Onnmed reserves the right to terminate a Project immediately where:

• the Client materially breaches these Terms;
• payment remains outstanding;
• fraudulent or unlawful conduct is suspected;
• false information has been provided;
• the requested Services become unlawful or unethical;
• continuing the engagement would expose Onnmed to unreasonable legal, regulatory, ethical, operational, or reputational risk; or
• a force majeure event makes continued performance impracticable.

Termination shall not affect any accrued rights or obligations existing prior to termination.

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10.10 Effect of Cancellation or Termination

Upon cancellation or termination:

• all outstanding fees become immediately payable for Services already performed;
• Onnmed may cease all work on the Project;
• access to project files may be suspended until outstanding invoices have been settled;
• confidentiality obligations shall continue to apply;
• intellectual property rights shall remain governed by these Terms; and
• provisions intended to survive termination shall remain in full force and effect.

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10.11 No Waiver

The acceptance of a cancellation request or the issuance of a refund in one Project shall not create any obligation for Onnmed to provide similar refunds or concessions in future Projects.

Each cancellation request shall be considered according to these Terms, the applicable Refund Policy, and the specific circumstances of the Project.

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11. Project Timelines and Delivery

Onnmed is committed to delivering Services in a timely and professional manner. Due to the nature of scientific research, statistical analysis, academic publishing, and collaboration with third parties, all project timelines are estimates unless expressly stated otherwise in writing.

The Client acknowledges that research projects often require flexibility and that unforeseen circumstances may affect delivery schedules.

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11.1 Estimated Delivery Dates

Any delivery date, completion estimate, milestone, or project schedule communicated by Onnmed is provided in good faith based on:

• the information available at the time of estimation;
• the agreed scope of work;
• the Client's expected cooperation;
• resource availability; and
• normal operational conditions.

Estimated timelines are not guaranteed deadlines unless expressly agreed in writing.

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11.2 Standard Delivery Extensions

The Client acknowledges that scientific and academic projects may require additional time due to their complexity.

Accordingly, delays of up to thirty (30) calendar days beyond an estimated delivery date shall not, by themselves:

• constitute a breach of these Terms;
• entitle the Client to terminate the Project;
• give rise to compensation, damages, or penalties; or
• create any liability on the part of Onnmed.

Where reasonably practicable, Onnmed will notify the Client of significant delays and provide updated estimated timelines.

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11.3 Client-Caused Delays

Project timelines shall automatically be extended where delays arise from the Client, including but not limited to:

• delayed responses;
• delayed approvals;
• incomplete instructions;
• submission of incomplete datasets;
• requests for clarification;
• failure to provide required documentation;
• late revision requests; or
• any other delay attributable to the Client.

The revised delivery schedule shall include both the duration of the Client's delay and any reasonable time required for Onnmed to resume work and reallocate project resources.

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11.4 Third-Party Delays

Onnmed is not responsible for delays resulting from actions or decisions of third parties, including but not limited to:

• academic journals;
• peer reviewers;
• publishers;
• universities;
• hospitals;
• funding agencies;
• ethics committees;
• Institutional Review Boards (IRBs);
• regulatory authorities;
• software providers;
• hosting providers; or
• any other external organization involved in the Project.

Such delays shall not constitute a breach of these Terms.

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11.5 Expedited Services

Where Onnmed agrees to provide expedited or priority services, every reasonable effort will be made to meet the agreed schedule.

However, expedited services remain subject to:

• Client cooperation;
• project complexity;
• availability of required information;
• third-party dependencies; and
• circumstances beyond Onnmed's reasonable control.

Acceptance of an expedited Project does not constitute a guarantee of publication, approval, acceptance, or completion by any third party within a specified timeframe.

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11.6 Delivery Method

Unless otherwise agreed in writing, Deliverables may be provided through one or more of the following methods:

• client portal;
• secure document sharing platform;
• email;
• secure cloud storage;
• encrypted file transfer; or
• another secure electronic method designated by Onnmed.

Delivery shall be deemed completed when the Deliverables have been transmitted using the agreed delivery method.

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11.7 Review Period

Upon delivery, the Client is encouraged to review the Deliverables promptly.

Where revisions are included within the agreed scope, the Client should communicate any revision requests within the applicable revision period specified in the quotation or these Terms.

Failure to respond within a reasonable period may delay subsequent revisions or project completion.

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11.8 Project Milestones

Where a Project is divided into milestones, phases, or deliverables:

• each milestone shall be treated as a separate stage of performance;
• completion of one milestone does not require simultaneous completion of subsequent milestones; and
• approval of a milestone authorizes Onnmed to proceed to the next stage where applicable.

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11.9 Delivery Acceptance

Delivery shall not be considered unsuccessful solely because:

• a journal requests revisions;
• reviewers issue comments;
• a funding agency requests amendments;
• an institution requires formatting changes;
• additional statistical analyses are requested after delivery; or
• the Client later changes the intended use of the Deliverables.

Such events are common within scientific publishing and do not indicate that the original Services were defective.

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11.10 Continuous Communication

Onnmed will make reasonable efforts to keep Clients informed regarding the progress of ongoing Projects.

The frequency and level of project updates may vary depending on:

• project duration;
• project complexity;
• contractual arrangements;
• the stage of completion; and
• operational considerations.

Routine progress updates do not modify the agreed scope, pricing, or contractual obligations unless expressly confirmed in writing by Onnmed.

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12. Revisions

Onnmed is committed to delivering high-quality professional services and recognizes that reasonable revisions may be necessary to ensure that Deliverables accurately reflect the agreed project requirements.

Revision services are provided subject to the limitations set out in this Section.

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12.1 Included Revisions

Unless otherwise expressly stated in the accepted quotation or written agreement, each Project includes:

• up to three (3) rounds of revisions;
• revisions requested within three (3) weeks following delivery of the applicable Deliverable; and
• revisions that fall within the originally agreed scope of work.

Revision entitlements are specific to each Project and do not renew following completion of the revision period.

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12.2 Revision Period

The revision period begins on the date the Deliverable is first provided to the Client.

Revision requests received after the expiration of the three-week revision period may be treated as a new service request and may be subject to additional fees and revised delivery timelines.

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12.3 Scope of Revisions

Included revisions are intended to address matters such as:

• corrections of factual inaccuracies;
• clarification of content;
• formatting adjustments;
• language refinement;
• implementation of agreed reviewer comments;
• reasonable scientific amendments; and
• modifications consistent with the originally agreed project objectives.

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12.4 Additional Work

Revision requests that exceed the agreed scope of work shall not be considered included revisions.

Examples include:

• adding new study objectives;
• incorporating new datasets;
• performing additional statistical analyses;
• rewriting substantial portions of a manuscript;
• conducting additional literature reviews;
• changing the study design;
• preparing additional figures or tables;
• changing the target journal where additional formatting or submission requirements apply;
• responding to additional rounds of reviewer comments beyond the agreed service; or
• any other material expansion of the original Project.

Such requests may require:

• a revised quotation;
• additional fees;
• revised delivery timelines; or
• a separate service agreement.

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12.5 Reviewer Comments

Where publication support includes preparation of responses to journal reviewers, the scope of reviewer response services shall be limited to the services expressly included within the accepted quotation.

Additional rounds of peer review, editorial revisions, or journal resubmissions may require additional fees unless otherwise agreed in writing.

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12.6 Client Responsibilities During Revisions

To facilitate efficient revision of Deliverables, the Client agrees to:

• consolidate revision requests wherever reasonably practicable;
• provide clear and specific instructions;
• identify requested changes with reasonable detail;
• submit revision requests within the applicable revision period; and
• respond promptly to requests for clarification.

Fragmented or repeated revision requests submitted over multiple communications may increase project timelines.

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12.7 Revision Timelines

The time required to complete revisions depends upon:

• the complexity of the requested changes;
• the volume of revisions requested;
• current project workload;
• Client responsiveness; and
• whether the requested revisions remain within the original scope.

Estimated revision timelines are provided in good faith but are not guaranteed.

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12.8 Acceptance Following Revisions

Following completion of the agreed revisions, the revised Deliverable shall be deemed to satisfy Onnmed's revision obligations for that Project unless additional revisions are expressly included within the accepted quotation.

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12.9 No Obligation Beyond the Revision Period

After expiration of the applicable revision period, Onnmed shall have no obligation to provide additional revisions without entering into a new agreement or issuing a revised quotation.

Any work requested after the revision period shall be treated as a new engagement or an extension of the existing Project at Onnmed's discretion.

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12.10 Reservation of Professional Judgment

While Onnmed carefully considers all revision requests, we reserve the right to decline any requested revision that:

• conflicts with accepted scientific methodology;
• violates publication ethics;
• introduces inaccurate or misleading information;
• infringes applicable laws or third-party rights;
• exceeds the agreed scope of work; or
• would compromise the professional integrity or quality of the Deliverables.

Where such requests are declined, Onnmed will, where reasonably practicable, explain the basis for the decision and discuss appropriate alternatives with the Client.

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13. Intellectual Property

Onnmed respects intellectual property rights and is committed to protecting both the Client's intellectual property and its own proprietary materials. This Section governs the ownership, licensing, and permitted use of all Deliverables and materials created or used during the provision of the Services.

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13.1 Client Ownership of Final Deliverables

Subject to the Client's full payment of all applicable fees, the Client shall own the intellectual property rights in the final Deliverables specifically created by Onnmed for that Project, except as otherwise provided in these Terms.

Ownership transfers only after all outstanding invoices relating to the Project have been paid in full.

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13.2 Onnmed's Retained Intellectual Property

Notwithstanding the Client's ownership of the final Deliverables, Onnmed retains all right, title, and interest in its pre-existing intellectual property and proprietary materials, including but not limited to:

• templates;
• methodologies;
• workflows;
• standard operating procedures;
• statistical scripts;
• programming code;
• software;
• automation tools;
• artificial intelligence workflows;
• prompts;
• quality assurance procedures;
• analytical frameworks;
• databases;
• checklists;
• training materials;
• know-how;
• trade secrets; and
• other proprietary resources developed independently of the Client's Project.

Nothing in these Terms transfers ownership of such materials to the Client.

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13.3 License to Use Client Materials

The Client grants Onnmed a non-exclusive, worldwide, royalty-free license to use, reproduce, store, process, modify, analyze, and otherwise utilize materials provided by the Client solely for the purpose of performing the agreed Services.

This license automatically terminates upon completion of the Project except to the extent continued retention is permitted or required by law, these Terms, or Onnmed's Privacy Policy.

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13.4 Client Warranties

The Client represents and warrants that:

• they own or have the lawful right to provide all submitted materials;
• submission of such materials does not infringe any third-party rights;
• any required licenses or permissions have been obtained;
• use of the submitted materials by Onnmed in performing the Services will not violate applicable law or contractual obligations; and
• the Client has authority to authorize Onnmed to use the submitted materials for the agreed Project.

The Client shall remain solely responsible for any infringement arising from materials supplied by the Client.

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13.5 Reuse of Onnmed Methodologies

The Client acknowledges that Onnmed may continue to use, develop, modify, improve, and commercialize its own:

• templates;
• statistical methodologies;
• analytical techniques;
• programming scripts;
• quality assurance procedures;
• writing methodologies;
• artificial intelligence workflows;
• prompts;
• internal documentation; and
• other proprietary knowledge,

provided that such reuse does not disclose the Client's Confidential Information or proprietary Project materials.

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13.6 Anonymized Information

Subject to applicable law and the confidentiality obligations contained in these Terms, Onnmed may use anonymized or permanently de-identified information derived from Projects for purposes including:

• internal quality improvement;
• staff training;
• methodology development;
• statistical model improvement;
• operational planning;
• research methodology enhancement; and
• development of future services.

Such information shall not identify the Client, research participants, institutions, or any confidential Project information.

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13.7 Restrictions on Use Before Payment

Until all outstanding fees relating to a Project have been paid in full, the Client shall not, unless expressly authorized in writing by Onnmed:

• publish Deliverables;
• distribute Deliverables;
• submit Deliverables to journals;
• submit Deliverables to universities or funding agencies;
• commercialize Deliverables; or
• otherwise use Deliverables for their intended purpose.

Unauthorized use prior to full payment constitutes a material breach of these Terms.

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13.8 Third-Party Intellectual Property

Certain Deliverables may incorporate materials owned by third parties, including journal formatting requirements, software outputs, reference styles, reporting guidelines, or other licensed materials.

Ownership of such third-party intellectual property remains with its respective owner.

Nothing in these Terms grants the Client rights beyond those permitted by the applicable third-party owner.

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13.9 Copyright Compliance

Onnmed respects copyright and expects Clients to do the same.

The Client is responsible for ensuring that any materials supplied to Onnmed, including manuscripts, figures, images, tables, questionnaires, datasets, or other content, may lawfully be used for the requested Services.

Where third-party permission is required, obtaining such permission remains the Client's responsibility unless expressly agreed otherwise in writing.

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13.10 Reservation of Rights

Except for the limited rights expressly granted under these Terms, all intellectual property rights are reserved.

No license, assignment, transfer, or other grant of intellectual property rights shall arise by implication, estoppel, or otherwise unless expressly provided in writing by Onnmed.

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14. Confidentiality

Confidentiality is fundamental to the professional relationship between Onnmed and its Clients. Onnmed recognizes that Projects frequently involve unpublished research, proprietary information, commercially sensitive data, confidential business information, and other materials requiring a high degree of protection.

Both parties agree to maintain the confidentiality of Confidential Information in accordance with this Section.

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14.1 Confidential Information

For the purposes of these Terms, Confidential Information includes all non-public information disclosed by either party in connection with a Project, including but not limited to:

• research data;
• manuscripts;
• study protocols;
• statistical analyses;
• grant applications;
• business plans;
• financial information;
• proprietary methodologies;
• software outputs;
• project documentation;
• unpublished scientific findings;
• client communications;
• login credentials; and
• any other information reasonably understood to be confidential.

Confidential Information may be disclosed in written, electronic, verbal, visual, or any other form.

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14.2 Onnmed's Confidentiality Obligations

Subject to applicable law, Onnmed agrees to:

• maintain the confidentiality of Client Confidential Information;
• use Confidential Information solely for the performance of the agreed Services;
• restrict access to personnel who require such access for the Project;
• implement reasonable administrative, technical, and organizational safeguards to protect Confidential Information; and
• refrain from disclosing Confidential Information except as permitted by these Terms or required by applicable law.

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14.3 Client Confidentiality Obligations

The Client agrees to maintain the confidentiality of Onnmed's proprietary information, including:

• internal methodologies;
• pricing structures;
• quotations;
• workflows;
• templates;
• statistical scripts;
• software;
• artificial intelligence workflows;
• prompts;
• internal documentation;
• quality assurance procedures;
• trade secrets; and
• other proprietary business information disclosed during the Project.

The Client shall not disclose or distribute such information without Onnmed's prior written consent.

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14.4 Permitted Disclosures

Confidential Information may be disclosed where reasonably necessary:

• to employees or contractors involved in the Project;
• to approved subcontractors assisting with the Services;
• to professional advisers;
• to cloud hosting or technology providers supporting the Services;
• where expressly authorized by the Client;
• where required by applicable law;
• pursuant to a court order;
• in response to lawful requests from competent governmental or regulatory authorities; or
• to protect the legal rights of Onnmed.

Any recipient receiving Confidential Information through Onnmed shall be subject to appropriate confidentiality obligations.

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14.5 Information Excluded from Confidentiality

Confidentiality obligations shall not apply to information that:

• becomes publicly available through no breach of these Terms;
• was lawfully known by the receiving party before disclosure;
• is lawfully obtained from a third party without confidentiality restrictions;
• is independently developed without reference to the disclosed Confidential Information; or
• must be disclosed to comply with applicable law.

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14.6 Client Identity

Unless the Client provides prior written consent, Onnmed shall not publicly identify the Client, the Client's institution, the existence of a Project, or the nature of the Services provided for marketing, promotional, or testimonial purposes.

Nothing in this Section prevents Onnmed from complying with legal obligations or responding to lawful requests from competent authorities.

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14.7 Confidential Research

Onnmed understands that many Projects involve unpublished scientific research.

Accordingly, Onnmed will not intentionally disclose unpublished research findings, draft manuscripts, statistical analyses, study protocols, or related Project materials to third parties except as:

• instructed by the Client;
• required to perform the agreed Services;
• required by applicable law; or
• otherwise permitted under these Terms.

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14.8 Security Measures

Onnmed implements reasonable security measures designed to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction.

Further information regarding our information security practices is provided in our Privacy Policy.

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14.9 Duration of Confidentiality

The confidentiality obligations contained in this Section shall survive the completion, cancellation, expiration, or termination of the Project and shall continue until the Confidential Information lawfully enters the public domain or until disclosure is otherwise permitted under these Terms or applicable law.

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14.10 Injunctive Relief

The parties acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm that cannot be adequately compensated by monetary damages alone.

Accordingly, either party may seek injunctive relief, equitable relief, or any other remedy available under applicable law to prevent or limit unauthorized disclosure, without prejudice to any other rights or remedies available under these Terms.

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14.11 Survival

This Section shall survive the termination, cancellation, expiration, or completion of any Project and shall remain binding upon both parties to the extent necessary to protect Confidential Information disclosed during the course of the professional relationship.

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15. Artificial Intelligence-Assisted Services

Onnmed may utilize artificial intelligence ("AI")-assisted technologies as part of its internal workflows to enhance efficiency, productivity, language refinement, coding assistance, data organization, literature support, and other research-related processes.

AI-assisted technologies are used as professional support tools and do not replace independent scientific judgment, professional expertise, or human review.

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15.1 Responsible Use of Artificial Intelligence

Onnmed utilizes artificial intelligence ("AI")-assisted technologies solely as professional support tools to improve efficiency, productivity, and workflow quality. AI is not used to independently create or complete an entire Project or Deliverable.

Our professional Services are performed primarily by qualified researchers, medical writers, statisticians, scientific editors, and other subject matter experts. Where AI-assisted technologies are used, they serve only to assist our professionals with specific tasks such as drafting assistance, language refinement, formatting, workflow optimization, coding support, data organization, or similar productivity-enhancing activities.

Every Deliverable undergoes appropriate human review, scientific evaluation, quality assurance, and professional refinement before it is provided to the Client. The final Deliverable reflects the independent professional judgment, expertise, and oversight of Onnmed personnel rather than the output of an artificial intelligence system.

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15.2 Scope of AI Assistance

AI-assisted technologies may be used only where appropriate to support specific aspects of a Project, including, where applicable:

• language refinement;
• grammar and readability improvements;
• formatting and document organization;
• workflow optimization;
• coding assistance;
• statistical programming support;
• data organization;
• administrative support;
• literature organization; and
• other limited productivity-enhancing functions.

AI-assisted technologies are used to supplement—not replace—the professional expertise of Onnmed. They are employed as one of many tools within our quality-controlled workflow and are not relied upon as the sole basis for scientific analysis, medical writing, statistical interpretation, research methodology, or any final Deliverable.

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16. Disclaimers and No Guarantees

Onnmed is committed to providing high-quality scientific, academic, statistical, publication, and consulting services using reasonable professional skill, care, and diligence. Due to the nature of scientific research and academic publishing, however, certain outcomes remain outside Onnmed's control.

Except where expressly agreed in writing, Onnmed does not guarantee any specific result arising from the use of its Services.

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16.1 Professional Services

All Services are provided based upon:

• the information supplied by the Client;
• accepted scientific methodology;
• current professional knowledge;
• applicable industry standards; and
• the professional judgment of Onnmed personnel.

Scientific opinions and recommendations are based on the information available at the time the Services are performed.

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16.2 No Guarantee of Publication

Onnmed does not guarantee:

• acceptance by any journal;
• publication of any manuscript;
• acceptance after peer review;
• acceptance without revisions;
• journal indexing decisions;
• editorial decisions;
• publication timelines; or
• publication in any specific issue of a journal.

Editorial decisions are made solely by the relevant journal, editor, and peer reviewers.

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16.3 No Guarantee of Academic Outcomes

Onnmed does not guarantee:

• acceptance of research proposals;
• thesis or dissertation approval;
• graduation;
• examination results;
• academic grades;
• scholarship awards;
• grant funding;
• institutional approval; or
• any academic outcome.

Such decisions remain solely within the discretion of the relevant institution or evaluating body.

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16.4 No Guarantee of Statistical Results

Onnmed does not guarantee that statistical analyses will produce:

• statistically significant findings;
• positive research outcomes;
• favorable conclusions;
• publishable results; or
• findings supporting a particular hypothesis.

Scientific conclusions depend entirely upon the underlying data supplied by the Client.

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16.5 No Guarantee of Regulatory or Ethics Approval

Unless expressly agreed in writing, Onnmed does not guarantee:

• ethics approval;
• Institutional Review Board (IRB) approval;
• regulatory approval;
• governmental approval;
• clinical trial approval; or
• approval by any regulatory, institutional, or professional body.

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16.6 No Guarantee Regarding Third Parties

Onnmed shall not be responsible for decisions, actions, delays, or requirements imposed by third parties, including but not limited to:

• journals;
• publishers;
• peer reviewers;
• universities;
• hospitals;
• funding agencies;
• ethics committees;
• Institutional Review Boards;
• governmental authorities;
• regulatory authorities; or
• software providers.

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16.7 Client Review

The Client is solely responsible for reviewing all Deliverables before:

• submission;
• publication;
• implementation;
• dissemination;
• regulatory filing; or
• any other intended use.

The Client remains responsible for confirming:

• scientific accuracy;
• factual accuracy;
• author information;
• affiliations;
• references;
• statistical interpretation;
• formatting;
• compliance with institutional requirements; and
• suitability for the intended purpose.

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16.8 No Medical, Legal, or Financial Advice

Unless expressly agreed otherwise in writing, Onnmed's Services are provided for scientific, research, educational, and consulting purposes only.

Nothing provided by Onnmed shall be interpreted as:

• medical diagnosis;
• medical treatment;
• legal advice;
• financial advice;
• tax advice;
• regulatory certification; or
• professional licensure advice.

Clients should obtain independent professional advice where appropriate.

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16.9 Website Availability

While Onnmed endeavors to maintain continuous access to its Website, client portal, and online services, uninterrupted availability cannot be guaranteed.

The Website and online services may be temporarily unavailable due to:

• maintenance;
• software updates;
• security enhancements;
• internet disruptions;
• third-party service interruptions; or
• circumstances beyond Onnmed's reasonable control.

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16.10 No Warranty

To the fullest extent permitted by applicable law, the Website and Services are provided on an "as is" and "as available" basis.

Except as expressly stated in these Terms, Onnmed disclaims all warranties, representations, and guarantees, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of:

• merchantability;
• fitness for a particular purpose;
• uninterrupted availability;
• non-infringement; and
• compatibility with the Client's intended use.

Nothing in this Section excludes any warranty that cannot lawfully be excluded under applicable law.

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16.11 Scientific Uncertainty

The Client acknowledges that scientific research is inherently uncertain.

Different researchers, statisticians, reviewers, journals, institutions, or regulatory authorities may reasonably reach different scientific opinions or conclusions based upon the same information.

Accordingly, differences in scientific interpretation shall not, by themselves, constitute evidence that Onnmed has failed to perform the agreed Services with reasonable professional skill and care.

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16.12 Entire Risk

To the extent permitted by applicable law, the Client assumes responsibility for the use of all Deliverables after they have been accepted or utilized.

The ultimate responsibility for publication, implementation, submission, clinical application, regulatory compliance, academic use, and all resulting decisions remains solely with the Client.

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17. Limitation of Liability

To the fullest extent permitted by applicable law, the liability of Onnmed arising out of or relating to the Website, the Services, any Project, or these Terms shall be limited in accordance with this Section.

The Client acknowledges that the fees charged by Onnmed reflect the allocation of risk set out in these Terms and that Onnmed would not be able to provide its Services on the same commercial basis without these limitations.

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17.1 Limitation of Liability

Except where liability cannot be excluded or limited under applicable law, the total cumulative liability of Onnmed arising out of or relating to any Project or these Terms shall not exceed the total amount of fees actually paid by the Client to Onnmed for the specific Project giving rise to the claim.

This limitation applies regardless of the legal theory upon which the claim is based, including contract, tort (including negligence), statutory duty, equity, or otherwise.

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17.2 Excluded Damages

To the fullest extent permitted by applicable law, Onnmed shall not be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to:

• loss of profits;
• loss of revenue;
• loss of business opportunities;
• loss of funding;
• loss of grants;
• loss of scholarships;
• loss of publication opportunities;
• reputational damage;
• loss of goodwill;
• business interruption;
• loss or corruption of data;
• loss of anticipated savings; or
• any other indirect or consequential loss.

This exclusion applies even if Onnmed has been advised of the possibility of such damages.

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17.3 Third-Party Decisions

Onnmed shall not be liable for any loss, delay, rejection, or adverse outcome resulting from decisions made by third parties, including but not limited to:

• academic journals;
• editors;
• peer reviewers;
• publishers;
• universities;
• hospitals;
• funding agencies;
• ethics committees;
• Institutional Review Boards (IRBs);
• governmental authorities;
• regulatory authorities; or
• accreditation bodies.

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17.4 Client-Supplied Information

Onnmed shall not be liable for any loss or damage arising from:

• inaccurate information supplied by the Client;
• incomplete documentation;
• fabricated or falsified data;
• incorrect statistical assumptions provided by the Client;
• unauthorized use of third-party materials;
• delayed responses by the Client; or
• instructions provided by the Client that materially affect the quality or outcome of the Services.

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17.5 Scientific Outcomes

Onnmed shall not be liable for:

• statistically non-significant findings;
• unfavorable research results;
• unsuccessful hypotheses;
• differing scientific interpretations;
• reviewer criticism;
• requests for manuscript revision;
• rejection of manuscripts;
• rejection of grant applications;
• rejection of ethics submissions;
• academic assessment outcomes; or
• any scientific conclusions reached by third parties.

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17.6 Website and Technology

To the fullest extent permitted by applicable law, Onnmed shall not be liable for losses arising from:

• temporary Website unavailability;
• internet interruptions;
• software failures;
• cyberattacks beyond our reasonable control;
• failures of third-party platforms;
• communication delays;
• email delivery failures; or
• other technical issues beyond Onnmed's reasonable control.

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17.7 Duty to Mitigate

The Client agrees to take reasonable steps to mitigate any loss, damage, or expense that may arise in connection with the Services or these Terms.

Failure to take reasonable mitigation measures may reduce or eliminate any liability otherwise attributable to Onnmed where permitted by applicable law.

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17.8 Time Limitation for Claims

Any claim arising out of or relating to the Services or these Terms must be submitted in writing within twelve (12) weeks after the Client knew, or reasonably should have known, of the event giving rise to the claim.

Claims submitted after this period may be barred to the fullest extent permitted by applicable law.

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17.9 Exceptions

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law, including liability arising from:

• fraud;
• fraudulent misrepresentation;
• willful misconduct;
• gross negligence where limitation is prohibited by law; or
• any other liability that applicable law expressly prohibits from being excluded or limited.

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17.10 Allocation of Risk

The Client acknowledges that the limitations and exclusions contained in this Section represent a fair and reasonable allocation of risk between the parties.

The fees charged by Onnmed have been determined in reliance upon these limitations of liability, and both parties agree that these provisions are fundamental to the commercial relationship established under these Terms.

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18. Indemnification

The Client agrees to indemnify, defend, and hold harmless Onnmed LLC, together with its directors, officers, employees, contractors, consultants, affiliates, successors, and permitted assigns, from and against any claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, losses, costs, penalties, fines, and reasonable legal expenses arising out of or relating to the Client's breach of these Terms or misuse of the Services.

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18.1 Client Indemnity

The Client agrees to indemnify and hold harmless Onnmed against any claim arising from or relating to:

• the Client's breach of these Terms;
• inaccurate, incomplete, misleading, fabricated, or falsified information supplied by the Client;
• unauthorized use of third-party intellectual property;
• infringement of copyright, trademark, patent, database, or other intellectual property rights arising from materials supplied by the Client;
• violation of applicable laws or regulations by the Client;
• failure to obtain required permissions, licenses, approvals, or consents;
• violation of research ethics requirements;
• breach of institutional policies;
• misuse of Deliverables after delivery; or
• any negligent, fraudulent, unlawful, or intentional act or omission by the Client.

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18.2 Research Compliance

The Client shall indemnify Onnmed against claims arising from the Client's failure to:

• obtain ethics approval;
• obtain participant or patient consent where required;
• comply with applicable research regulations;
• register clinical trials where required;
• obtain institutional approvals;
• comply with journal submission requirements; or
• satisfy any other legal, ethical, or regulatory obligation applicable to the Project.

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18.3 Intellectual Property Claims

The Client shall indemnify Onnmed against any claim alleging that materials supplied by the Client infringe the intellectual property or proprietary rights of any third party.

This includes, without limitation:

• manuscripts;
• figures;
• images;
• tables;
• questionnaires;
• datasets;
• software;
• publications;
• presentations; and
• any other materials supplied by or on behalf of the Client.

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18.4 Use of Deliverables

Following delivery, the Client assumes full responsibility for the manner in which the Deliverables are used.

The Client shall indemnify Onnmed against claims arising from:

• publication of the Deliverables;
• implementation of recommendations;
• regulatory submissions;
• grant submissions;
• academic submissions;
• commercial use of Deliverables; or
• modifications made by the Client or third parties after delivery.

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18.5 Third-Party Claims

Where a third party brings a claim relating to a Project because of the Client's actions, omissions, instructions, supplied materials, or misuse of the Services, the Client agrees to indemnify Onnmed for all resulting losses, liabilities, costs, and reasonable legal expenses incurred in responding to or defending such claim.

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18.6 Conditions of Indemnification

Where reasonably practicable, Onnmed shall:

• promptly notify the Client of any claim for which indemnification is sought;
• provide reasonable cooperation in the defense of the claim; and
• allow the Client a reasonable opportunity to participate in the defense or settlement of the claim,

provided that nothing shall require Onnmed to accept any settlement that imposes obligations or admits liability on behalf of Onnmed without its prior written consent.

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18.7 Survival

The indemnification obligations contained in this Section shall survive the completion, cancellation, expiration, or termination of the Project and shall remain enforceable to the fullest extent permitted by applicable law.

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19. Force Majeure

Onnmed shall not be liable for any delay, interruption, failure, or inability to perform its obligations under these Terms where such delay or failure results from events beyond its reasonable control ("Force Majeure Event").

The occurrence of a Force Majeure Event shall not constitute a breach of these Terms.

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19.1 Force Majeure Events

Force Majeure Events include, but are not limited to:

• natural disasters;
• floods;
• earthquakes;
• fires;
• storms;
• epidemics;
• pandemics;
• public health emergencies;
• war;
• armed conflict;
• terrorism;
• civil unrest;
• riots;
• strikes or labor disputes;
• governmental actions;
• sanctions;
• embargoes;
• changes in applicable laws or regulations;
• court orders;
• interruption of public utilities;
• internet outages;
• telecommunications failures;
• cyberattacks;
• ransomware incidents;
• widespread software failures;
• failures of cloud service providers;
• failures of payment providers;
• failures of hosting providers; and
• any other event beyond the reasonable control of Onnmed.

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19.2 Effect of Force Majeure

Where a Force Majeure Event affects the performance of the Services:

• delivery timelines shall automatically be extended for the duration of the Force Majeure Event and any reasonable recovery period;
• Onnmed may temporarily suspend the affected Services;
• Onnmed shall not be liable for delays or failures caused by the Force Majeure Event; and
• the Client shall remain responsible for payment of Services already performed before the occurrence of the Force Majeure Event.

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19.3 Notice

Where reasonably practicable, Onnmed will notify the Client of a Force Majeure Event that materially affects an ongoing Project and will use reasonable efforts to provide updated estimated timelines.

Failure to provide immediate notice shall not affect Onnmed's rights under this Section where circumstances reasonably prevent such notice.

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19.4 Mitigation

Onnmed will use commercially reasonable efforts to minimize the impact of a Force Majeure Event and to resume performance of the Services as soon as reasonably practicable.

Nothing in this Section requires Onnmed to settle labor disputes, incur unreasonable expense, or take actions that would expose Onnmed to material legal, financial, operational, or security risks.

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19.5 Extended Force Majeure

If a Force Majeure Event substantially prevents performance of a Project for an extended period, Onnmed may:

• suspend the Project until performance becomes reasonably practicable;
• revise delivery schedules;
• agree with the Client on alternative arrangements; or
• terminate the affected Project where continued performance is no longer reasonably feasible.

Any fees relating to Services already completed prior to termination shall remain payable.

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19.6 Preservation of Rights

The occurrence of a Force Majeure Event shall not affect:

• accrued payment obligations;
• confidentiality obligations;
• intellectual property rights;
• limitation of liability provisions;
• indemnification obligations; or
• any other provision of these Terms intended to survive termination or completion of the Project.

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20. Suspension and Termination

This Section governs the suspension or termination of the Services, user accounts, Projects, and contractual relationship between the Client and Onnmed.

Termination of a Project shall not affect any rights, obligations, or liabilities that have accrued prior to the effective date of termination.

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20.1 Termination by the Client

The Client may terminate a Project at any time by providing written notice to Onnmed.

Termination by the Client shall be subject to:

• the applicable Refund Policy;
• payment for all Services performed up to the effective date of termination;
• payment of any non-refundable third-party costs already incurred; and
• any other obligations arising under these Terms.

Termination does not automatically entitle the Client to a refund.

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20.2 Termination by Onnmed

Onnmed reserves the right to terminate any Project, suspend Services, or terminate the contractual relationship immediately where, in its reasonable opinion:

• the Client materially breaches these Terms;
• payment obligations are not fulfilled;
• fraudulent, unlawful, or unethical conduct is suspected;
• the Client provides false or misleading information;
• continuation of the Project would violate applicable laws or publication ethics;
• continuation of the Project would expose Onnmed to unreasonable legal, regulatory, operational, financial, ethical, or reputational risk;
• the Client repeatedly fails to cooperate with reasonable requests necessary for completion of the Project; or
• a Force Majeure Event makes continued performance impracticable.

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20.3 Suspension of Services

Without terminating the Project, Onnmed may temporarily suspend all or part of the Services where reasonably necessary, including where:

• payment remains overdue;
• required information has not been provided;
• security concerns arise;
• conflicting Client instructions require clarification;
• legal or regulatory issues arise;
• additional verification is reasonably required; or
• circumstances beyond Onnmed's reasonable control prevent continued performance.

Any suspension period shall automatically extend applicable delivery timelines.

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20.4 Effect of Termination

Upon termination:

• Onnmed may immediately cease performing further Services;
• outstanding invoices shall become immediately due and payable unless otherwise agreed in writing;
• Deliverables completed prior to termination may be withheld until all outstanding payments have been received;
• access to the client portal or Project materials may be suspended where appropriate;
• completed Services shall remain chargeable in accordance with these Terms; and
• any refund shall be determined in accordance with the applicable Refund Policy.

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20.5 Survival of Obligations

Termination or completion of a Project shall not affect provisions of these Terms that are intended by their nature to survive termination, including but not limited to provisions relating to:

• payment obligations;
• confidentiality;
• intellectual property;
• limitation of liability;
• indemnification;
• dispute resolution;
• governing law;
• privacy obligations; and
• any accrued rights or remedies.

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20.6 No Waiver

Termination of a Project or the contractual relationship shall not constitute a waiver of any rights or remedies available to either party under these Terms or applicable law.

Any failure by Onnmed to exercise a right immediately shall not constitute a waiver of that right.

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20.7 Future Engagements

Termination of a Project does not obligate Onnmed to accept future work from the Client.

Likewise, completion of one Project does not create any obligation for either party to enter into future engagements.

Any subsequent Project shall be governed by these Terms together with the applicable quotation, proposal, or written agreement in effect at the time of the new engagement.

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21. Governing Law and Dispute Resolution

These Terms, together with any Project, quotation, proposal, statement of work, invoice, or other agreement entered into between the Client and Onnmed, shall be governed by and construed in accordance with the laws of the United Arab Emirates.

The parties agree to make reasonable efforts to resolve any disagreement amicably before commencing formal legal proceedings.

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21.1 Governing Law

These Terms and any dispute arising out of or relating to the Website, the Services, or any Project shall be governed by the laws of the United Arab Emirates, without regard to conflict of law principles.

Where mandatory provisions of applicable law grant the Client rights that cannot lawfully be excluded or limited, those mandatory provisions shall continue to apply.

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21.2 Good Faith Resolution

Before commencing legal proceedings, the parties agree to attempt in good faith to resolve any dispute through discussions and reasonable cooperation.

Either party may notify the other in writing of the existence of a dispute and the parties shall use reasonable efforts to resolve the matter through good-faith negotiations.

Nothing in this Section prevents either party from seeking urgent interim or injunctive relief where reasonably necessary to protect its legal rights or Confidential Information.

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21.3 Jurisdiction

Unless otherwise required by mandatory applicable law, the courts of the United Arab Emirates shall have exclusive jurisdiction over any dispute arising out of or relating to these Terms, the Website, the Services, or any Project.

The Client irrevocably submits to the jurisdiction of such courts.

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21.4 Costs

Unless otherwise ordered by a competent court or required by applicable law, each party shall bear its own legal costs, professional fees, and expenses incurred in connection with any dispute.

Nothing in this Section limits the right of either party to seek recovery of costs where such recovery is permitted by applicable law or ordered by a competent court.

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21.5 Limitation Period

To the fullest extent permitted by applicable law, any legal claim arising out of or relating to these Terms or the Services shall be brought within the applicable limitation period prescribed by the laws of the United Arab Emirates.

Nothing in this Section limits any statutory limitation period that cannot lawfully be modified or excluded.

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21.6 Severability

If any provision of these Terms is determined by a competent court to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law.

The remaining provisions shall remain valid, enforceable, and in full force and effect.

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21.7 Entire Agreement

These Terms, together with any accepted quotation, proposal, statement of work, invoice, Privacy Policy, Refund Policy, Data Processing Agreement, Non-Disclosure Agreement, or other written agreement expressly incorporated by reference, constitute the entire agreement between the parties relating to the subject matter of the relevant Project.

No oral statement, representation, or prior communication shall modify these Terms unless confirmed in writing by an authorized representative of Onnmed.

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21.8 Assignment

The Client may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under these Terms without the prior written consent of Onnmed.

Onnmed may assign or transfer its rights and obligations under these Terms as part of a corporate restructuring, merger, acquisition, sale of business, or similar transaction, provided that such assignment does not materially reduce the Client's rights under these Terms.

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21.9 Relationship of the Parties

Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency, employment relationship, fiduciary relationship, or exclusive business relationship between the parties.

Each party acts as an independent contracting party and remains solely responsible for its own business operations, employees, taxes, and legal obligations.

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21.10 No Waiver

Failure or delay by Onnmed in exercising any right, remedy, or provision under these Terms shall not constitute a waiver of that right or remedy.

Any waiver shall be effective only if made expressly in writing and signed by an authorized representative of Onnmed.

A waiver of one breach shall not constitute a waiver of any subsequent breach.

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21.11 Order of Precedence

In the event of any inconsistency between these Terms and another written agreement relating to a specific Project, the following order of precedence shall apply unless expressly stated otherwise:

1. A separately executed written agreement signed by both parties.
2. The applicable Statement of Work or Service Agreement.
3. The accepted quotation or proposal.
4. These Terms of Service.
5. Any other incorporated policies or guidelines.

This order of precedence applies only to the extent necessary to resolve the inconsistency.

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22. Changes to These Terms

Onnmed reserves the right to amend, modify, update, or replace these Terms from time to time to reflect changes in applicable laws, regulatory requirements, business operations, industry practices, technological developments, or the Services we provide.

Clients are encouraged to review these Terms periodically to remain informed of any updates.

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22.1 Right to Modify

Onnmed may revise these Terms at any time at its sole discretion.

Updates may be made for reasons including, but not limited to:

• changes in applicable laws or regulations;
• new or modified Services;
• operational improvements;
• technological developments;
• cybersecurity enhancements;
• changes in payment methods;
• changes in business practices;
• clarification of existing provisions; or
• other legitimate business or legal reasons.

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22.2 Effective Date

The effective date and last updated date of these Terms shall appear at the beginning of this document.

Unless otherwise stated, revised Terms become effective upon publication on the Website.

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22.3 Notice of Material Changes

Where reasonably practicable and where required by applicable law, Onnmed may notify Clients of material amendments through one or more of the following methods:

• publication on the Website;
• notification through the client portal;
• email communication;
• Website banners or announcements; or
• any other reasonable communication method.

The method of notification may vary depending on the nature and significance of the changes.

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22.4 Continued Use

By continuing to access the Website, maintain an account, request Services, or engage Onnmed after revised Terms become effective, the Client acknowledges and agrees to be bound by the updated Terms.

Where applicable law requires renewed consent for specific changes, Onnmed will obtain such consent before those changes take effect.

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22.5 Previous Versions

Onnmed may retain previous versions of these Terms for legal, regulatory, operational, or recordkeeping purposes.

Previous versions may be made available upon reasonable request where appropriate and permitted by applicable law.

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22.6 No Retroactive Effect

Unless expressly stated otherwise or required by applicable law, amendments to these Terms shall apply prospectively and shall not affect rights or obligations that accrued before the effective date of the amendment.

Projects already underway shall generally continue to be governed by the version of these Terms that was in effect at the time the applicable Project commenced, unless both parties agree otherwise in writing or continued performance under updated Terms is required by applicable law.

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22.7 Severability of Amendments

If any amendment or revised provision is found by a competent court to be invalid, unlawful, or unenforceable, the remaining provisions of these Terms shall continue in full force and effect.

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22.8 Contact Regarding Changes

Questions regarding these Terms or any amendments may be directed to Onnmed using the contact information provided in the following section.

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23. Contact Information

Onnmed welcomes questions, comments, and inquiries regarding these Terms, our Services, or any Project undertaken on behalf of our Clients.

All communications relating to these Terms should be directed using the contact information below.

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23.1 General Contact Information

Onnmed LLC

Website: https://www.onnmed.com

Email: [email protected]

Support Email: [email protected]

Registered Office: Sharjah Media City, Sharjah, Saudi Arabia

Telephone: +971 4 879 0768

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23.2 Legal Notices

Formal legal notices relating to these Terms, including notices of breach, contractual disputes, or other legal communications, should be submitted in writing using the contact details published by Onnmed.

Onnmed may update its contact information from time to time. The most current contact details published on the Website shall apply.

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23.3 Customer Support

Questions regarding:

• quotations;
• Projects;
• invoices;
• Deliverables;
• revisions;
• payments;
• technical support;
• Website access; or
• general customer service,

may be submitted using the contact methods designated by Onnmed.

Onnmed will make reasonable efforts to respond within a reasonable time, although response times may vary depending upon the nature and complexity of the inquiry.

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23.4 Privacy Requests

Requests concerning personal information, privacy rights, or data protection matters should be submitted in accordance with the Privacy Policy.

Privacy-related requests may require identity verification before they can be processed.

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23.5 Official Communications

The Client agrees that Onnmed may communicate with the Client using the contact information provided during account registration, Project initiation, quotation acceptance, or subsequent communications.

It is the Client's responsibility to ensure that their contact information remains accurate and up to date throughout the duration of the Project.

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24. Miscellaneous Provisions

This Section contains general legal provisions governing the interpretation and administration of these Terms.

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24.1 Electronic Communications and Signatures

The Client agrees that communications conducted electronically shall have the same legal effect as communications made in writing.

Without limitation, the following may constitute valid acceptance of these Terms, a quotation, or a Project:

• acceptance by email;
• acceptance through the client portal;
• online acceptance through the Website;
• electronic signatures;
• payment of an invoice or deposit;
• written confirmation through approved electronic communication channels, including WhatsApp; or
• any other electronic method accepted by Onnmed.

To the fullest extent permitted by applicable law, electronic records maintained by Onnmed may be relied upon as evidence of communications, approvals, instructions, and contractual acceptance.

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24.2 Notices

Unless otherwise required by applicable law or agreed in writing, any notice relating to these Terms may be delivered by:

• email;
• the client portal;
• courier;
• registered mail; or
• any other communication method reasonably designated by Onnmed.

A notice shall be deemed received:

• immediately upon successful delivery through the client portal;
• on the date of confirmed electronic transmission where sent by email, unless a delivery failure notification is received;
• upon confirmed delivery where sent by courier; or
• as otherwise determined under applicable law.

The Client is responsible for ensuring that their contact information remains current throughout the duration of the Project.

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24.3 No Third-Party Beneficiaries

These Terms are intended solely for the benefit of the Client and Onnmed.

Except where expressly required by applicable law, no third party shall acquire any rights, remedies, or benefits under these Terms.

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24.4 Reservation of Rights

Any right or remedy not expressly granted under these Terms shall remain reserved by Onnmed to the fullest extent permitted by applicable law.

Failure by Onnmed to exercise any right or remedy shall not constitute a waiver of that right or remedy.

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24.5 Cumulative Remedies

The rights and remedies provided under these Terms are cumulative and shall not exclude any rights or remedies available under applicable law or equity.

The exercise of one remedy shall not prevent the exercise of any other available remedy.

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24.6 Headings

Section titles and headings are included solely for convenience and shall not affect the interpretation of these Terms.

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24.7 Interpretation

Unless the context otherwise requires:

• words in the singular include the plural and vice versa;
• references to one gender include all genders;
• references to persons include individuals, corporations, partnerships, governmental entities, and other legal persons;
• the words "including," "includes," and "such as" shall be interpreted as meaning "including without limitation"; and
• references to laws include amendments, successor legislation, regulations, and implementing rules.

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24.8 Language

These Terms are prepared in the English language.

Where translations are provided for convenience, the English version shall prevail in the event of any inconsistency, to the extent permitted by applicable law.

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24.9 Survival

Any provision which, by its nature or purpose, is intended to survive completion, cancellation, expiration, or termination of a Project shall remain in full force and effect.

This includes, without limitation, provisions relating to:

• payment obligations;
• confidentiality;
• intellectual property;
• limitation of liability;
• indemnification;
• governing law;
• dispute resolution;
• privacy obligations; and
• any accrued rights or remedies.

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24.10 Independent Contractors

Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency, employment relationship, fiduciary relationship, or exclusive business relationship between Onnmed and the Client.

Each party acts solely as an independent contracting party and remains responsible for its own business operations, personnel, taxes, and legal obligations.

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24.11 Further Assurances

Each party agrees to take such reasonable actions and execute such additional documents as may be reasonably necessary to give full effect to these Terms and the lawful intentions of the parties.

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24.12 Entire Agreement

These Terms, together with the applicable quotation, proposal, statement of work, invoice, Privacy Policy, Refund Policy, Data Processing Agreement, Non-Disclosure Agreement, and any other written agreement expressly incorporated by reference, constitute the complete and exclusive agreement between the Client and Onnmed concerning the relevant Services.

They supersede all prior negotiations, discussions, representations, proposals, understandings, and agreements relating to the same subject matter.

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24.13 Final Provision

By accessing the Website, creating an account, requesting a quotation, accepting a proposal, paying an invoice, instructing Onnmed to commence work, or otherwise engaging our Services, the Client acknowledges that they have read, understood, and agreed to be legally bound by these Terms of Service.

If the Client does not agree with these Terms, they must refrain from using the Website and the Services.