Terms & Conditions

The provider grants access to the software and provides the services specified in the contract within its area of responsibility (from the interface between the data center and the Internet). The scope, characteristics, intended use, and conditions of use of the contractually agreed services are set out in the respective service description and additionally in the software operating manual.

Additional services, such as the development of customer-specific solutions or necessary adaptations, require a separate contract.

The provider may make updated versions of the software available. The customer will be informed electronically about these updates and the associated usage instructions, and the updates will be provided accordingly.

The contractually agreed services may only be used by the customer and only for the purposes specified in the contract. During the contract term, the customer has the option to access the contractually agreed services via telecommunications (Internet) and use the functions associated with the software using a browser or another suitable application (e.g., "App") in accordance with the contract. No further rights, particularly to the software or the infrastructure services provided in the respective data center, are granted to the customer. Any use beyond this requires prior written consent from the provider.

The customer may not use the software beyond the agreed scope of use, allow third parties to use it, or make it accessible to third parties. In particular, the customer is not permitted to copy, sell, or temporarily transfer, rent, or lend the software or parts thereof.

The provider is entitled to take appropriate technical measures to prevent contractually non-compliant use. The contractual use of the services must not be more than insignificantly impaired by this.

In case of a contractual violation of the scope of use by a user or unauthorized transfer of use, the customer must immediately provide the provider with all available information necessary to assert claims due to the non-compliant use, particularly the name and address of the user.

The provider may revoke the customer's access rights and/or terminate the contract if the customer significantly exceeds their permitted scope of use or violates regulations to protect against unauthorized use. In this context, the provider may interrupt or block access to the contractual services. The provider must generally set the customer a reasonable deadline for remedial action beforehand. The sole revocation of access rights does not simultaneously constitute termination of the contract. The revocation of access rights without termination can only be maintained by the provider for a reasonable period, maximum 3 months.

The provider's claim to compensation for use beyond the agreed scope remains unaffected.

The customer is entitled to restoration of access rights and access possibilities after proving that they have ceased the non-compliant use and prevented future non-compliant use.

The availability of the provided services is defined in the service description.

In case of only minor impairment of the suitability of the services for contractual use, there are no claims by the customer due to service disruptions. The provider's liability for defects that existed independently of fault at the time of contract conclusion is excluded.

Insofar as PatientNotes has access to personal data of the customer or from their area, it acts exclusively as a data processor and processes this data only for contract fulfillment. PatientNotes will follow the customer's instructions regarding the handling of this data. The customer bears possible adverse consequences of such instructions for contract fulfillment. The customer will agree with PatientNotes on the details of handling customer data in accordance with data protection requirements.

The customer remains the responsible party both in the general contractual relationship and in terms of data protection law. If the customer processes personal data in connection with the contract (including collection and use), they warrant that they are entitled to do so according to applicable, particularly data protection regulations, and indemnifies PatientNotes in case of violations from third-party claims.

In the relationship between PatientNotes and the customer: The responsibility for processing (including collection and use) personal data lies with the customer, unless PatientNotes must represent possible claims of the data subject due to a breach of duty attributable to it. The customer will responsibly examine, process, and respond to possible inquiries, applications, and claims of the data subject. This also applies if PatientNotes is claimed by the data subject. PatientNotes will support the customer within its obligations.

PatientNotes ensures that customer data is stored exclusively in a member state of the European Union unless otherwise agreed.

PatientNotes is a company registered in Great Britain, however, the server locations and all data storage are located within the European Union. PatientNotes complies with the provisions of the GDPR (General Data Protection Regulation). For more information, please refer to PatientNotes' privacy policy.

The customer is obligated to protect their access authorizations and identification and authentication data assigned to them or the users from access by third parties and not to disclose them to unauthorized persons. PatientNotes implements the highest security standards to prevent unauthorized access to customer accounts.

The customer is obligated to indemnify PatientNotes from all third-party claims arising from legal violations that result from unlawful use of the services by the customer or with their consent. If the customer recognizes or must recognize that such a legal violation is imminent, they must inform PatientNotes immediately.

The customer is obligated to use the possibilities provided by PatientNotes to secure their data within their own area of responsibility.

PatientNotes receives customer disruption reports, assigns them to the agreed disruption categories (Section 7.3), and initiates the agreed measures for analysis and remediation of disruptions on this basis.

PatientNotes receives proper disruption reports from the customer during regular business hours and marks them accordingly. Upon customer request, PatientNotes confirms receipt of a disruption report with notification of the assigned identifier.

Unless otherwise agreed, PatientNotes assigns disruptions to one of the following categories after initial review:

For reports of critical and general disruptions, PatientNotes immediately initiates appropriate measures based on the circumstances communicated by the customer to first determine the cause of the disruption.

If after initial analysis the reported disruption does not prove to be a fault in the services provided by PatientNotes, particularly the provided software, PatientNotes informs the customer immediately.

Otherwise, PatientNotes initiates appropriate measures for further analysis and remediation of the reported disruption or - for third-party software - forwards the disruption report together with the analysis results to the distributor or manufacturer of the third-party software with a request for remedy.

PatientNotes immediately provides the customer with available measures to work around or resolve a fault in the services provided by PatientNotes, particularly the provided software, such as instructions for action or corrections of the provided software. The customer will immediately adopt such measures for working around or resolving disruptions and immediately report any remaining disruptions to PatientNotes again.

The agreed services according to the contract will be provided from the date specified in the contract initially for the duration of the agreed contract term. During this minimum term, early ordinary termination is excluded by both parties.

The contract can be terminated with a notice period of three months, at the earliest at the end of the minimum term. If this does not occur, the contract is extended by another year each time, unless it has been ordinarily terminated with a notice period of 3 months to the end of the respective extension period.

Each contracting party's right to extraordinary termination for good cause remains unaffected.

Written form is required for the effectiveness of any termination declaration. The provisions in Section 16.4 apply.

Before the end of the contract, the customer is obligated to secure their data independently (e.g., through downloading). Upon request, the provider will support the customer in this regard; the provisions in Section 12.3 apply. After the end of the contract, the customer will generally no longer be granted access to these data sets for data protection reasons.

Unless otherwise agreed, compensation according to the contract is calculated based on expenditure at the provider's standard prices valid at the time of contract conclusion. Compensation is generally understood as net prices plus legally applicable sales tax.

The provider can create monthly invoices. For compensated services based on expenditure, the provider documents the type and duration of activities and transmits this documentation together with the invoice.

All invoices are generally payable within 14 calendar days after receipt, without deduction, to the specified payment office.

The customer can only offset or withhold payments due to defects insofar as they are actually entitled to payment claims due to material or legal defects of the service. For other defect claims, the customer can only withhold payments to an extent that is reasonable in relation to the defect. Section 4.1 applies accordingly. The customer has no right of retention if their defect claim is time-barred. Furthermore, the customer can only offset or exercise a right of retention with undisputed or legally established claims.

The provider reserves ownership of the services and the rights granted therein until complete payment of the owed compensation, taking into account justified defect complaints according to Section 1.3, sentence 2. Furthermore, the provider reserves ownership until fulfillment of all claims from the business relationship with the customer.

The provider is entitled to prohibit the customer from further use of the services during payment default. This right can be asserted by the provider for a reasonable period, normally not longer than 6 months. This does not constitute a withdrawal from the contract. § 449 Para. 2 BGB remains unaffected.

If the customer or their buyers return the services, this does not constitute a withdrawal by the provider unless they have expressly declared the withdrawal. The same applies to the seizure of the reserved goods or rights to the reserved goods by the provider.

The customer may neither pledge items under ownership or legal reservation nor encumber them otherwise. The customer as reseller is only permitted to resell the items in the ordinary course of business under the condition that the customer effectively assigns their claims against their buyers in connection with the resale to the provider.

The customer will independently observe the import and export regulations applicable to deliveries or services, particularly those of the USA. For cross-border delivery or service, the customer bears all incurred customs duties, fees, and other charges. The customer will independently handle legal or official procedures in connection with cross-border deliveries or services unless expressly agreed otherwise.

This contract is subject to German law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

The provider performs their services according to their General Terms and Conditions (GTC). The customer's GTC do not apply, even if the provider has not expressly objected to them.

Changes and additions to this contract require written agreement. Where written form is agreed (e.g., for terminations, withdrawal), text form is not sufficient.

The place of jurisdiction for a merchant, a legal entity under public law, or special assets under public law is the provider's registered office. The provider can also sue the customer at their location.