1. Scope
These Terms of Service (ToS) apply to all contracts between ANTICIPATER GmbH, Alter Schlachthof 39, 76131 Karlsruhe, Germany (hereinafter "Provider") and its customers (hereinafter "Customer") regarding the use of the Software-as-a-Service solution DoctoPoint (hereinafter "Software" or "Service").
2. Subject Matter
2.1. The Provider makes the DoctoPoint software available to the Customer, a cloud-based practice management software for medical practices and healthcare facilities.
2.2. The scope of functions of the Software is determined by the selected service level and the current product description on the Provider's website.
2.3. The Provider is entitled to further develop and improve the Software. Significant changes that affect the contractually agreed scope of functions will be communicated to the Customer in due time.
3. Contract Formation and Term
3.1. The contract is concluded through the Customer's registration and confirmation by the Provider.
3.2. The minimum contract term is 12 months, unless otherwise agreed. The contract automatically renews for 12 months each time unless terminated with 3 months' notice to the end of the term.
3.3. The right to extraordinary termination for cause remains unaffected.
4. Scope of Services and Availability
4.1. The Provider makes the Software available via the Internet. Availability averages 99.5% on an annual basis, excluding scheduled maintenance.
4.2. Maintenance work is generally performed outside regular business hours (Mon-Fri, 8am-6pm) and will be announced to the Customer in advance.
4.3. The Provider is entitled to engage third parties (subcontractors) for service delivery.
5. Customer Obligations
5.1. The Customer is obligated to use the Software only within the framework of legal regulations and these ToS.
5.2. The Customer is responsible for the security of their access credentials and must protect them from access by third parties.
5.3. The Customer undertakes to perform or have performed regular data backups.
5.4. The Customer is obligated to immediately inform the Provider of any identified defects or security incidents.
6. Compensation and Payment Terms
6.1. Compensation is based on the selected service level and current prices on the Provider's website.
6.2. Billing is monthly or annually in advance, depending on the chosen payment model.
6.3. Payments are due within 14 days of invoice date.
6.4. In case of payment default, the Provider is entitled to suspend access to the Software.
7. Data Protection and Data Security
7.1. The Provider processes personal data on behalf of the Customer in accordance with GDPR provisions.
7.2. Details of data processing are regulated in a separate Data Processing Agreement (DPA).
7.3. The Provider implements appropriate technical and organizational measures to protect data.
7.4. Data is stored exclusively in data centers within the European Union.
8. Warranty
8.1. The Provider warrants that the Software substantially fulfills the contractually agreed functions.
8.2. Defects will be remedied by the Provider within a reasonable period after notification by the Customer.
8.3. The warranty does not cover defects resulting from improper use, modifications by the Customer, or force majeure.
9. Liability
9.1. The Provider is fully liable for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.
9.2. In case of slight negligence, the Provider is only liable for breach of essential contractual obligations (cardinal obligations). Liability in this case is limited to typical, foreseeable damages.
9.3. Liability for data loss is limited to the typical recovery effort that would have occurred with regular data backup by the Customer.
9.4. Liability limitations do not apply to claims under the Product Liability Act.
10. Confidentiality
10.1. Both parties undertake to keep confidential all confidential information obtained in the course of the contractual relationship.
10.2. This obligation continues after termination of the contract.
11. Software Rights
11.1. All rights to the Software remain with the Provider. The Customer is granted only a non-exclusive, non-transferable right of use for the contract term.
11.2. The Customer is not entitled to reproduce, modify, or make the Software accessible to third parties.
12. Contract Termination
12.1. Upon contract termination, access to the Software will be suspended.
12.2. The Customer has the right to export their data within 30 days after contract end.
12.3. After expiration of this period, customer data will be irrevocably deleted.
13. Changes to ToS
13.1. The Provider is entitled to change these ToS with 6 weeks' advance notice.
13.2. If the Customer does not object to the changes within 4 weeks of receiving the change notification, the modified ToS are deemed accepted.
13.3. The Provider will inform the Customer in the change notification about the right to object and the significance of the objection period.
14. Final Provisions
14.1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.
14.2. Place of performance and exclusive place of jurisdiction is Karlsruhe, provided the Customer is a merchant, legal entity under public law, or special fund under public law.
14.3. Should individual provisions of these ToS be or become invalid, the validity of the remaining provisions remains unaffected.
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