GENERAL TERMS AND CONDITIONS OF THE SOFTWARE SOLUTION PRESCRIP.AI APP
EFFECTIVE DATE: 04.11.2024
Prescrip.ai app is a product of Prescrip.ai (an early-stage startup; Not a registered company yet), Darmstadt, Germany, represented by Umme Jobira Ahmad, Sayda Nasrin, and Riazuddin Kawsar.
§ 1 Scope of Application
(1) These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts between Prescrip.ai, Darmstadt, E-Mail: hello@spacenus.com, Registration Court: (Not a registered company yet), Registration Number: (Not a registered company yet); VAT identification number according to § 27a UStG: (Not a registered company yet, represented by Umme Jobira Ahmad, Sayda Nasrin, and Riazuddin Kawsar (hereinafter referred to as "Provider") and its customers (hereinafter: "User" or "Customer"), who have the software solution "Prescrip.ai app" (hereinafter: "Application") or the associated access software (hereinafter: "App") or other services related thereto as their subject, even if this is not agreed separately again.
(2) Unless expressly agreed otherwise, these GTC shall apply exclusively in the version valid at the time the contract is concluded. The latest version of the T&Cs can be viewed, downloaded and printed at any time at https://prescrip.ai/terms-and-conditions/.
By registering an account in the app, the customer expressly agrees to these GTC and waives the assertion of its own deviating terms and conditions or terms of purchase and payment. Other terms and conditions do not apply even if the provider does not expressly contradict them in the individual case. Deviating terms and conditions of the customer shall only apply if they have been agreed separately, expressly and in writing. If the customer does not agree to this, he must immediately inform the provider in writing.
(3) Customers within the meaning of these GTC are exclusively entrepreneurs within the meaning of §§ 14, 310 (1) BGB, i.e. any natural or legal person or partnership with legal capacity who acts in the exercise of his commercial or self-employed professional activity when concluding the contract. The application cannot be made available to consumers.
(4) Individual agreements made with the customer in individual cases (including ancillary agreements, additions and amendments) shall in any case take precedence over these T&Cs. Subject to proof to the contrary, the content of such agreements shall be governed by a written contract or written confirmation by the Provider.
§ 2 Registration
(1) The use of the application requires a free registration. There is no entitlement to open a profile. Only persons with unlimited legal capacity who act in the exercise of their commercial or self-employed professional activity are eligible to participate. At the request of the Provider, the Customer must send the Provider a copy of his identity card or name his VAT identification number and document the registration under register law. To register, the customer can download the app from the app stores and selects the "Register" option. The data required to create the user account must be provided by the customer completely and truthfully. After successful registration, the login to the profile takes place by entering the stored e-mail address of the customer and the password chosen by the customer. The customer is obliged to keep the password secret and not to disclose it to third parties under any circumstances.
(2) Apart from the declaration of the Client's acceptance of the validity of these General Terms and Conditions, the Client's registration is not associated with any obligations. With the registration alone, there is no obligation to order or book with regard to the software solution or other services offered by the provider.
(3) If the personal or company details of the customer change, the customer himself is responsible for updating them. All changes can be made on the provider's app after logging in under "My Profile".
§ 3 Subject matter of the contract
(1) The subject matter of the contract is the provision of the application, technical assistance in using the application, granting or brokering of the application's use rights, and storage space for the data generated by the customer through the use of the application and/or the data required for the use of the application (hereinafter referred to as application data) by the provider in relation to the customer in exchange for payment of the agreed-upon fee.
(2) The application is offered in three variants (all variants allow you to store as many prescriptions as you want for an unlimited period of time free of charge):
(a) STANDARD (free of charge): You can create a patient profile by completing questions, digitally storing prescriptions, extracting the prescribed medicine name and doctor's name from prescriptions, and sharing the profile with others (e.g., doctors).
(b) Annual Subscription: coming soon (there is currently no premium version available).
(C) Custom subscription: coming soon (there is currently no premium version available).
(3) Within the scope of the STANDARD variant (free of charge), the user cannot assert any claims arising from this contract that go beyond the statutory liability claims.
(5) The application's goal is to make it easier to save and organise medical prescription data digitally, as well as automatically extract key information (e.g., medicine name and dosage) from the prescription to generate a patient profile that medical professionals, such as physicians, may use to provide better healthcare. Suggestions for action in the app are non-binding and do not constitute a consultation service. When carrying out the recommended acts, the user is responsible for complying with his legal and contractual duties to third parties.
§ 4 Conclusion of Contract
(1) After registration, the application is available to the customer in the STANDARD variant (free of charge). This stands for an unlimited period of time, but for up to 100 prescriptions.
2) The booking of the Annual Subscription or Custom Subscription is booked through the Provider's website or by email to info@spacenus.com. After filling out the appropriate contact form on the website or sending the required contact details by e-mail, the interested party will receive a written invoice by e-mail annually in advance. After receipt of payment, the application will be activated for the customer.
§ 5 Provision of the Application, the App and Storage Space for Application Data
(1) From the time of conclusion of the contract (§ 4), the Provider shall make the Application available in the current version on one or more central data processing systems that it rents from third parties (hereinafter: server) for use in accordance with the following provisions. The scope of the application results from the description of the application in force at the time of ordering. The service descriptions are part of the GTC.
(2) The Provider shall make the App with which the Customer can access the server available to the Customer via the usual app stores. Access to the server is exclusively with the app provided by the provider.
(3) The Provider shall be liable for ensuring that the application provided
· is suitable for the purposes resulting from the current service description,
· is free of defects during the entire term of the contract,
· esp. is free of viruses and similar malware that nullify the suitability of the application for use in accordance with the contract.
(4) The Provider shall transmit to the Customer the access data for the use of the Application. The security measures to be observed by the customer in this regard result from § 12 of these GTC.
(5) Insofar as the provider manufactures the application itself, it shall ensure that it always corresponds to the proven state of the art. Insofar as the provider uses parts of the application (e.g. plugins etc.) from third parties, it shall keep the last generally available version of the respective part of the application available on the market for use by the customer no later than three months from the manufacturer's general market release.
If and to the extent that the provision of a new version or any other change results in an impairment of the functionalities of the Application, the Customer's workflows supported by the Application and/or restrictions in the usability of previously generated data, the Provider shall notify the Customer thereof in writing no later than six weeks before such change takes effect. If the customer does not object to the change in writing within a period of two weeks from receipt of the change notification, the change becomes part of the contract. The Provider shall draw the Client's attention to the aforementioned deadline and the legal consequences of its expiry in the event of non-exercise of the possibility of objection.
(6) The provider shall provide storage space on the server for the storage of the application data from the time the application is made operational. The storage for application data is made available without limit.
(7) The application and the application data are regularly backed up on the server. A full backup is carried out weekly. In addition, the customer can export parts of the data generated by him by e-mail. The customer is responsible for compliance with retention periods under commercial and tax law.
(8) The transfer point for the application and the application data is the router output of the provider's data center.
(9) The respective hardware requirements on the part of the customer can be found on the provider's website. For changes to the provider's technical system, the opt-out solution of para. 4 subpara. 2. The Provider is not responsible for the quality of the required hardware on the part of the Customer or for the telecommunications connection between the Customer and the Provider up to the transfer point.
§ 6 Availability of the Application, Planned Unavailability
(1) The Provider owes the availability of the application and the application data at the transfer point as agreed below. By availability, the contracting parties understand the technical usability of the application and the application data at the transfer point for use by the customer.
(2) The Provider shall make the Application available to the Client from the time of registration, but this shall be to the exclusion of the agreed times of announced unavailability.
(3) The available use also includes the periods during
· malfunctions in or due to the condition of parts of the technical infrastructure required for the execution of the Application that are not to be provided by the Provider or its vicarious agents;
· disruptions or other events that are not (co-)caused by the provider or one of its vicarious agents, e.g. exceeding an agreed permitted load of the application;
· insignificant reduction in fitness for use in accordance with the contract;
(4) Announced unavailability
(a) In times of announced unavailability, the Provider is entitled to maintain, maintain, perform data backups or other work on the Application and/or Server. Announced unavailability and its expected duration will be notified to the customer at least 7 days in advance. This period can be shortened in justified exceptional cases.
(b) Use of the Application during periods of announced unavailability
If and to the extent that the customer can use the application in times of announced unavailability, there is no legal entitlement to this. If the use of an application results in a reduction or discontinuation of performance during times of announced unavailability, the customer is not entitled to liability for defects or damages.
(5) Troubleshooting
In the event of unplanned unavailability of the Application, the Provider shall ensure that the fault rectification is initiated within a reasonable time and that the Customer is informed thereof. The Provider shall also ensure that the reported or noticed technical fault is rectified within a reasonable time in relation to the extent of the disruption.
§ 7 Non-fulfilment of main performance obligations
(1) If the provider does not fully comply with the obligations agreed in §§ 5 to 6, the following provisions shall apply.
(2) If the provider is in default with the initial operational provision of the application, liability shall be governed by § 14. The Client shall be entitled to withdraw from the Agreement if the Provider does not comply with a two-week grace period set by the Client, i.e. does not provide the full agreed functionality of the Application within the grace period.
(3) If the Provider fails to comply with the agreed obligations in whole or in part after the application and/or application data has been made available for the first time in operation, the annual usage fee pursuant to Section 11 (2) shall be reduced proportionately for the period in which the application and/or the application data were not available to the customer to the agreed extent or the storage space was not available to the agreed extent.
(4) If the availability agreed in accordance with § 6 is undercut when using the application for reasons for which the provider is responsible, the customer has a right to a reduction. When calculating the mitigation, the severity, time and duration of the disruption must be taken into account. The amount will be credited to the customer.
§ 8 Other services of the provider
(1) During the term of the contract, an electronic user manual for the application is available to the customer, which can be accessed here.
If the application is updated, the electronic user manual will be adapted accordingly.
(2) Insofar as the Provider makes software available to third parties as an application and no documentation in German/English is generally available from this third party, the Provider shall be entitled to provide only the documentation accessible to it.
(3) Further services of the provider can be agreed at any time. Such further services shall be provided against reimbursement of the proven expenditure at the generally applicable prices of the Provider at the time of commissioning.
§ 9 Rights of use and use of the application, rights of the provider in the event of exceeding the rights of use
(1) Rights of Use to the Application and the App
(a) Customer shall be granted non-exclusive (non-sublicensable and non-transferable) rights of use to the Application and the App limited to the term of this Agreement in accordance with the provisions below.
(b) The Customer uses the App only to access the server in order to use the Application on the server. The application is not physically transferred to the customer. The Customer may only use the App and the Application for its own business activities by its own personnel.
(c) Customer is not entitled to make any changes to the Application. This does not apply to changes that are necessary for the correction of errors, if the provider is in default with the correction of the error, refuses to eliminate the error or is unable to eliminate the error due to the opening of insolvency proceedings.
(d) If Vendor makes new versions, updates, upgrades or other new deliveries with respect to the Application during the Term, the foregoing rights shall also apply to the Application.
(e) The Customer is not entitled to any rights that are not expressly granted to the Customer in the above. The customer is esp. not to use the Application beyond the agreed use or to have it used by third parties or to make the Application available to third parties. lnsb. it is not permitted to reproduce, sell or transfer the application for a limited period of time, esp. not to rent or lend.
(2) Customer's obligations to use it safely
(a) Customer shall take the necessary precautions to prevent unauthorized use of the Application; in particular, the Client ensures that the passwords used contain at least 8 characters.
(b) The customer is liable for ensuring that the application or the app is not used for racist, discriminatory, pornographic, endangering the protection of minors, politically extreme or otherwise unlawful or violating official regulations or requirements, or that corresponding data, in particular application data, created and/or stored on the server.
(3) Violation of the provisions of paragraphs 1 and 2 by the customer
(a) If the Customer violates the provisions in paragraphs 1 or 2 for reasons for which it is responsible, the Provider may block the Customer's access to the Application or the Application Data if the violation can be proven to be remedied by doing so.
(b) If the Customer unlawfully violates paragraph 2 (b), the Provider shall be entitled to delete the data or application data affected by this. In the event of an unlawful violation by Users, the Customer must immediately provide the Provider with all information on the assertion of claims against the User upon request, in particular. his name and address.
If the customer continues to violate or repeatedly violates the provisions in paragraphs 1 or 2 despite a corresponding written warning from the Provider, and if he is responsible for this, the Provider may terminate the contract extraordinarily without observing a notice period.
(c) In the event of breaches of duty by the Customer, the Provider may claim damages in accordance with § 14, unless the Customer is not responsible for the breach of duty
(4) Rights of the Customer to any databases/database works that may be created
If and to the extent that during the term of this contract, in particular. through the compilation of application data, through activities of the Customer permitted under this Agreement, a database, a database work or database works are created on the Provider's server, the Customer grants the Provider simple, spatially and temporally unlimited, transferable rights of use.
§ 10 Liability for the rights of third parties
The Provider shall not be liable for a violation of the rights of third parties by the Customer, if and to the extent that this violation results from an exceeding of the rights of use granted under this contract. In this case, the Customer shall indemnify the Provider against all claims of third parties upon first request.
§ 11 Remuneration
(1) The remuneration for the services to be provided for the granting of use with regard to the application and provision of storage space, including data backup, shall consist of a monthly or annual basic flat rate.
(2) The monthly or annual basic flat rate shall be based on the price list applicable at the time of conclusion of the contract (§ 4 para. 2). The price list can be found in § 1 para. 3 . In addition, the applicable prices for the selected term are displayed in the app. If there are any deviations here, only the price indication in the app app.
(3) The respective basic lump sum shall be payable for each calendar year or month commenced from the date on which it is made operational. It is due in advance on the first working day of the respective term. If the customer has justifiably terminated the contract extraordinarily, the lump sum must be repaid on a pro rata basis.
(4) The Provider shall be entitled to appropriately increase the agreed prices for the contractual services to compensate for increases in personnel and other costs. The Provider will notify the Customer of these price increases in writing or by e-mail; the price increases do not apply to the periods for which the customer has already made payments. If the price increase is more than 7.5% of the previous price, the customer is entitled to terminate the contract in its entirety with a notice period of three weeks to the end of a calendar month; if he makes use of this right of termination, the non-increased prices will be charged until the termination takes effect. The Provider will inform the Customer of this right of termination together with each announcement.
(5) Other services shall be provided by the Provider according to expenditure (time and material) at the general list prices of the Provider applicable at the time of commissioning.
(6) Reimbursements shall be owed plus VAT in the applicable statutory amount.
§ 12 Duties and Obligations of the Customer
The customer will fulfill all duties and obligations that are necessary for the execution of the contract. In particular, it will:
(1) keep secret the authorisations of use and access assigned to him or the users as well as the identification and authentication safeguards agreed in § 5 para. 4, protect them from access by third parties and do not pass them on to unauthorised users. This data must be protected by appropriate and customary measures. The Customer shall inform the Provider immediately if there is a suspicion that the access data and/or passwords may have become known to unauthorized persons;
(2) create the admission requirements agreed in Section 5 (9);
(3) comply with the restrictions/obligations with regard to the rights of use according to § 9, in particular.
(a) access or cause to be accessed any information or data without authorization, or interfere or cause to interfere with any programs operated by Provider, or interfere with or encourage unauthorized intrusion into Provider's data networks;
(b) not to misuse the exchange of electronic messages that may be made within the framework of the contractual relationship and/or using the Application for the unsolicited sending of messages and information to third parties for advertising purposes;
(c) indemnify Provider from third-party claims based on any unlawful use of the Application by Provider or arising from Customer-induced privacy, copyright or other legal disputes related to the use of the Application;
(d) oblige the Authorized Users to comply with the provisions of this Agreement that apply to them;
(4) ensure that (e.g. when transmitting texts/data of third parties to the provider's server) he observes all rights of third parties to material used by him;
(5) before sending data and information to the provider, check them for viruses and use state-of-the-art virus protection programs;
(6) if he transmits data to the Provider for the purpose of generating application data with the help of the application, regularly backs it up in accordance with the significance of the data and makes his own backup copies in order to enable the reconstruction of the same in the event of loss of the data and information;
(7) if and to the extent that the technical possibility is mutually available to the user to do so, regularly back up the application data stored on the server by means of downloads; this shall not affect the provider's obligation to back up data pursuant to Section 5 (7).
§ 13 Data Security, Data Protection
(1) The Contracting Parties shall comply with the applicable regulations, in particular comply with the data protection provisions applicable in Germany and oblige their employees employed in connection with the contract and its implementation to comply with data secrecy in accordance with Section 53 of the Federal Data Protection Act (BDSG), insofar as they are not already generally obliged to do so.
(2) If the customer collects, processes or uses personal data, he warrants that he will do so in accordance with the applicable regulations, in particular the Customer. provisions under data protection law and, in the event of a violation, indemnifies the provider against claims by third parties.
(3) The Provider will only collect and use customer-related data to the extent required for the performance of this contract. The customer agrees to the collection and use of such data to this extent.
(4) The obligations pursuant to subsections (1) to (3) shall continue to exist beyond the end of the contract as long as application data is within the provider's sphere of influence.
§ 14 Liability, Limits of Liability and Contractual Penalties
(1) In the event of intent or gross negligence, the contracting parties shall be liable to each other without limitation for all damages caused by them and their legal representatives or vicarious agents.
(2) In the event of slight negligence, the contracting parties shall be liable without limitation in the event of injury to life, limb or health. In the case of free permission for use (STANDARD free of charge), this liability is limited by § 599 BGB.
(3) In all other respects, a contractual partner shall only be liable to the extent that he has violated a material contractual obligation. Essential contractual obligations are those duties that are of particular importance for the achievement of the contractual objective, as well as all those obligations which, in the event of a culpable breach, can lead to the achievement of the purpose of the contract being jeopardized. In these cases, liability is limited to compensation for the foreseeable, typically occurring damage. The no-fault liability of the provider for damages (§ 536a BGB) for defects existing at the time of conclusion of the contract is excluded; Paragraphs 1 and 2 shall remain unaffected.
(4) A contractual partner shall only be obliged to pay a contractual penalty if this contract expressly provides for this. A contractual penalty need not be reserved. It is permissible to offset against it and against it.
(5) Liability under the Product Liability Act shall remain unaffected.
§ 15 Term, Termination
(1) The contractual relationship shall commence upon the conclusion of the contract (§ 4) and shall be concluded for an indefinite period of time.
(2) The term for the annual subscription is one calendar year. The term for the monthly subscription is one calendar month.
(3) The annual subscription may be terminated by any contractual partner in text form with a notice period of one month to the end of a year, but for the first time at the end of the calendar year following the calendar year in which the contract was concluded.
(4) The monthly subscription may be terminated by either contractual partner in text form with a notice period of one week to the end of a month. Alternatively, each contractual partner can cancel the monthly subscription via the usual channel of the app store through which he purchased it.
(5) Extraordinary termination due to or in connection with a breach of duty is only possible after a prior written warning with a reasonable deadline of not less than 14 working days.
If the contractual partner entitled to terminate the contract has been aware of the circumstances justifying the extraordinary termination for more than 7 working days, he can no longer base the termination on these circumstances.
§ 16 Obligations during and after termination of the contract
(1) Upon termination of the contractual relationship, the Provider is obliged to make the application data stored by the Customer and, if applicable, any other data stored on the mass storage device provided available to the Customer on a permanently readable mobile and audit-proof data carrier, insofar as the Customer is not able to make its own backup.
In addition, the Provider is obliged, at the request of the Customer, to make all data stored by the Customer available to a third party designated by the Customer on a standard data carrier or by means of remote data transmission. The customer is obliged to reimburse the provider for the necessary and proven costs incurred.
(2) The Provider shall be obliged, upon request, to cooperate with a third party in accordance with the instructions of the Customer within two months of the legal termination of this contract for the purpose of executing this contractual relationship. This cooperation is limited to
· the transmission of the application data stored by the customer,
· the transmission of other data concerning the customer, insofar as - which must be demonstrated by the provider - it is not a trade secret,
· instructing the employees of the third party in the circumstances of the customer.
This cooperation is to be remunerated separately according to expenditure. Remuneration shall be paid at the general fee rates of the Provider applicable at the time of termination of the contract. In addition, the Client shall reimburse the Provider for all necessary and proven expenses incurred. The obligations under Art. 20 GDPR remain unaffected by this.
§ 17 Force majeure
None of the parties to the contract is obliged to fulfil the contractual obligations in the event and for the duration of force majeure. lnsb. The following circumstances are to be regarded as force majeure in this sense:
· Fire/explosion for which the contractual partner is not responsible
· Flood
· War, mutiny, blockade, embargo,
· labour dispute lasting more than 6 weeks and not culpably caused by the contractual partner,
· technical problems of the Internet that cannot be influenced by a contractual partner.
Each contracting party must immediately inform the other in writing of the occurrence of a case of force majeure.
§ 18 Final Provisions
(1) German substantive law shall apply to the contractual relationship to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) There are no ancillary provisions outside of this contract. Amendments or additions to this contract and the appendices must be made in text form in order to be effective. This also applies to the waiver of the text form requirement.
(3) The possible invalidity of individual provisions of this contract shall not affect the validity of the remaining content of the contract.
(4) Unless a provision mandatorily prescribes a different place of jurisdiction, the exclusive place of jurisdiction shall be the Regional Court responsible for Darmstadt.
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