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General Terms and Conditions (B2B)

For business partners. Status: 01.11.2023

1. scope & validity

These General Terms and Conditions the ilogs healthcare GmbH - in sequence "ILOGS" - for corporate customers (B2B) - hereinafter referred to as "GTCs" - shall always apply, unless otherwise agreed with the contractual partner - hereinafter referred to as "contractual partner". "Customer" The regulations are called "rules".

The order of validity is:
1. individual agreements in contracts with customers
2. general terms and conditions of ILOGS
3. any statutory provisions

All orders and agreements are only legally binding if they are confirmed in writing by ILOGS and signed by the company. The customer's terms and conditions of purchase are hereby excluded for the legal transaction in question and the entire business relationship. Offers are always subject to change.

2. object

These GTCs govern the transfer and use as well as the operation and maintenance of ILOGS licence material.

Licence material within the meaning of these GTCs includes standard and individual software in machine-readable form, including the associated documentation.

ILOGS grants the customer a non-transferable and non-excludable right to use the licence material on defined machines and defined locations under the following conditions and provides services for this purpose.

A contract between ILOGS and the customer is concluded when a purchase, rental or maintenance contract is signed or a written order is placed by the customer.

3. performance & testing

3.1 Standard software
In the case of standard programmes, the customer confirms knowledge of the scope of services of the ordered programmes by signing the purchase contract.

3.2 Customised software
Customised software is created according to the type and scope of the information and documents provided in full by the customer. The basis for the creation is a written service description. This service description must be checked by the customer for correctness and completeness and provided with his approval note. Subsequent requests for changes may lead to separate deadline and price agreements.

3.3 ASP or SaaS

ILOGS also offers the operation of the system in a modern data centre for its licensed material. This takes the form of "Application Service Providing" or as a classic cloud solution ("Software-as-a-Service").

Compliance with the agreed payment deadlines is an essential condition for the fulfilment of the contract by ILOGS. In the event of late payment, the customer is liable to pay interest on arrears from the 2nd reminder.

3.4 Acceptance
The customer must carry out an acceptance test no later than four weeks after delivery of the customised software or operation (in the form of SaaS or ASP). This shall be confirmed by the customer in a protocol.

If the customer allows the period of four weeks to elapse without acceptance, the service shall be deemed to have been accepted on the end date of the said period. removed.

Any defects, i.e. deviations from the approved service description, must be reported to ILOGS in writing and sufficiently documented by the client. If there are significant defects reported in writing, i.e. if live operation cannot be started or continued, a new acceptance procedure is required once the defects have been rectified. The client is not entitled to refuse acceptance due to minor defects.

4.service levels

A web-based trouble ticket system is available for reporting faults and the Category 1 a hotline is available.

4.1 Error classes

Blocker/Critical (= class/category 1)
The appropriate use of one or more software modules or the overall IT system is not possible or is unreasonably restricted. The error has a serious impact on business processing or security. These are primarily errors that preclude further processing.

Function-related examples: System downtime without restart, data loss/data destruction, incorrect results during time-critical mass processing of data.

Measures: The start of the error analysis is in Chapter 4.3 described. These errors are usually rectified with hotfixes, patches or configuration changes. A Contact by telephone with ILOGS is mandatory in this case!

Heavy (= class/category 2)
The appropriate use of at least one or more software modules is seriously restricted. The error has a significant impact on business processing or security, but allows work to continue.

Function-related examples: Incorrect or inconsistent processing, noticeable undercutting of the agreed performance data of the IT system, accumulation of short-term disruptions to IT operations.

Measures: The start of the error analysis is in Chapter 4.3 described. These errors are usually rectified with hotfixes, patches or configuration changes.

Low (= class/category 3)
The appropriate use of one or more software modules is slightly restricted. The error has an insignificant impact on business processing or security, but allows further processing without restriction.

Function-related examples:
Incorrect error message/a programme goes into a waiting state and can only be reactivated by pressing a button.

ILOGS shall begin to process the error within a reasonable period of time using qualified personnel and, where possible, shall ensure that the cause of the error is corrected - e.g. by changing the configuration of the software, rectifying software errors as part of the release policy.

Trivial (= class/category 4)
The appropriate use of one or more software modules is possible without restriction. The error has no or only a minor impact on business processing or security. These are mainly cosmetic errors or errors that can be circumvented by LN employees themselves.

Function-related examples: Disturbing additional output on the screen, documentation errors or spelling mistakes.

Measures: ILOGS takes care of troubleshooting without special priority as part of planned preventive maintenance or the release policy.

4.2 Failure frequency and availability
ILOGS guarantees 99 per cent average availability of the software within the maintenance standby times. These are on Austrian working days from Monday to Thursday, each from 08:00 to 16:00. Fridays from 08:00 to 13:00. Outside of these times, operation is still offered, but is not subject to any guaranteed availability.

If the error is in the underlying system (hardware, operating system, SQL server, network, etc.), this does not count as a failure in terms of availability.

The system is deemed to have failed if an error occurs in the Class 1 and more than 25% of users are unable to work at their workstations during operating hours.

4.3 Maintenance readiness and response times
Unless otherwise agreed, ILOGS provides maintenance readiness (support readiness) during the maintenance standby times. Preventive maintenance and changes to the system are either agreed separately with the customer or are carried out by Monday to Friday between 7 and 10 pm will take place. During this time, operations may be impaired.

The response time is the period from the notification of ILOGS by the customer until ILOGS contacts the customer in writing (via ticket system) or by telephone. If the period of the response time exceeds the maintenance readiness limit, the response time continues with the start of maintenance readiness on the next day.

The response times for errors in the Class 1 within two hours and in the event of an error Class 2 within four hours.

4.4 Troubleshooting time
For errors of the Class 1 and Class 2 the rectification of the error is started within two hours of the error message being confirmed.

4.5 Safety
The system is equipped with standard security precautions against hackers and viruses.

5. delivery date

The agreed delivery dates can only be met if the customer has completed all the necessary work and documents by the dates specified by ILOGS, in particular the approved service description in accordance with ILOGS' specifications. Point 3.2provides. ILOGS is not responsible for delays in delivery and cost increases caused by incorrect, incomplete or subsequently changed information or documents provided, and these cannot lead to default on the part of ILOGS. Any resulting additional costs are to be borne by the customer.

6. prices & payments

All prices are in euros excluding VAT.

Invoices issued by ILOGS, including VAT, are payable within two weeks of receipt of the invoice without any deductions and free of charges. In the case of orders comprising several units (e.g. programmes and/or training courses, implementation in stages), ILOGS is entitled to invoice after delivery of each individual unit or service.

Compliance with the agreed payment deadlines is an essential condition for the fulfilment of the contract by ILOGS. In the event of late payment, the client is obliged to pay interest on arrears at a rate of 10% p.a. from the second reminder. ILOGS reserves the right to claim further damages for default. In any case, the contractual partner must reimburse all necessary and appropriate reminder and collection costs.

Objections to invoiced claims must be raised by the customer in writing within two weeks of the invoice date, otherwise the claims shall be deemed to have been recognised. Objections do not prevent the invoice amount from becoming due.

In addition, in the event of late payment, ILOGS is entitled to suspend contractual services from contracts with written notification to the defaulting contracting party until full payment has been made.

The fees stated are value-adjusted on the basis of the Austrian consumer price index CPI 2005.

7 Copyright & utilisation

All rights to the Licensed Material, including all copies of the machine-readable Licensed Material made by the customer, even if it has been edited, translated, unchanged or combined with other programmes, remain with ILOGS. The client is obliged to affix ILOGS' copyright notice to all such copies. The client undertakes not to make licence material - including copies of any kind, without time limit - accessible to third parties. Any disclosure, even in the course of the dissolution of the business or bankruptcy, but also the short-term transfer for the production of reproductions, will result in claims for damages, whereby in such a case full satisfaction must be paid.

The client agrees that customised software or parts thereof commissioned by him may be reused by ILOGS for general use. This allows the customised software to be created more cost-effectively.

8. right of cancellation

In the event that an agreed delivery time is exceeded due to the sole fault of ILOGS, the client is entitled to withdraw from the relevant software order by registered letter if the agreed service is not provided in essential parts within the reasonable grace period through no fault of the client.

Force majeure, labour disputes, natural disasters and transport blockades release ILOGS from its obligation to deliver or allow it to reschedule the delivery period.

Cancellations by the client are only possible with the written consent of ILOGS. If ILOGS agrees to a cancellation, it has the right to charge a cancellation fee of 10% of the purchase price or rent over two years in addition to the services rendered and costs incurred.

9. warranty

It is pointed out that it is not possible to exclude errors in software programmes under all conditions of use according to the state of the art. The subject of this warranty is that the licence material used and not processed by the customer is basically usable as described in the product information or the offer and essentially works in accordance with the accompanying written material.

The warranty period of six months shall commence upon delivery or acceptance. Notices of defects are only valid if they concern reproducible defects and if they are documented in writing within four weeks of delivery of the agreed service. In the event of justified notices of defects, the defects shall be rectified within a reasonable period of time, whereby the customer shall enable all measures necessary for the investigation and rectification of defects.

Corrections and additions that prove necessary up to the handover of the agreed service due to organisational and programming deficiencies for which ILOGS is responsible will be carried out by ILOGS free of charge.

ILOGS will provide assistance, troubleshooting and error and fault rectification for which the customer is responsible, as well as other corrections, changes and additions, for a fee. This applies to the rectification of defects if changes have been made to the licence material or the underlying infrastructure (e.g. operating system, database, etc.) by the client itself or by a third party.

ILOGS will provide the customer with the best possible support in rectifying such faults. However, ILOGS does not guarantee the results achieved by the programme support or that all faults have been rectified.

For the reasons stated in the first paragraph, no guarantee can be given that the licence material is free of errors. In particular, ILOGS does not guarantee that the programme functions will meet the customer's requirements or that they will work together as selected by the customer.

10. claims of the customer & liability

The liability of ILOGS for licence material or operation is limited to the reimbursement of the purchase price or, in the case of an operating model in the form of ASP or SaaS, a maximum of six monthly fees. The warranty is void if the defect in the licence material is the result of subsequent damage or misuse or incorrect application.

10.1 No liability for consequential damages
To the maximum extent permitted by applicable law, any claims for damages against ILOGS (including, without limitation, claims for loss of profits, interruption of business functions, loss of company information or other monetary losses) arising out of the use or inability to use the Licensed Material (software errors, ASP malfunctions, etc.) are excluded.

10.2 Legal liability
ILOGS is liable for damages caused intentionally or by gross negligence, guarantees, malice, injury to life, limb and health within the framework of the statutory provisions.

11. non-solicitation

The contracting parties undertake to be loyal to each other. They shall refrain from poaching and employing - including via third parties - employees of the other contracting party who have worked on the realisation of the orders for the duration of the contract and for twelve months after termination of the contract. The contracting party in breach shall be obliged to pay damages in the amount of the employee's gross annual salary.

12. data protection & confidentiality

The client and ILOGS commit themselves and their employees to maintain confidentiality about technical, commercial and personnel matters of the other contracting party and not to pass on information about them to third parties. The client assures ILOGS that written concepts or offers addressed to him and their contents will be treated confidentially from the time they are first received. In particular, this excludes the disclosure or forwarding of concepts, offers or parts thereof to third parties. The confidentiality obligation shall also apply indefinitely for the period after termination of a contract or agreement.

13. duration of contract

The contract is concluded for an indefinite period and can be terminated by registered letter with six months' notice to 31 December of each calendar year.

However, both parties expressly waive the right to terminate the contract prior to the expiry of 12 months from acceptance and complete delivery or rollout of the ordered quantity. This shall not affect the indispensable right of cancellation for good cause. In particular, the inability of the other contracting party to act shall be deemed good cause. If the customer wishes to terminate the contract prematurely for other reasons, the contract shall be deemed terminated upon acceptance of the declaration by the other party under the following condition:
In the event of premature termination of the contract by the client for other reasons, ILOGS is entitled to at least half of the current fees that would have been payable for the duration of the waiver of cancellation, irrespective of the occurrence and proof of damage incurred by ILOGS or fault on the part of the terminating party.

14. offsetting

14.1 Start of billing
In the case of standard software, invoicing takes place after delivery. In the case of customised software and ASP/SaaS, invoicing begins on the day of acceptance.

14.2 Settlement quantity
Unless otherwise agreed, the quantity on which the order is based will be invoiced. By means of a written rollout plan, a phased commissioning can be agreed and invoiced on a pro rata basis.

15. severability clause

Should individual provisions of these GTCs be or become invalid or inadmissible, this shall not affect the remaining content of this contract. The contracting parties shall work together in partnership to find a provision that comes as close as possible to the invalid provisions.

16. normal working hours

Normal working hours are eight hours per day. It begins at 08.00 a.m. and ends including a break at 5.00 pm.

17. name and address changes

The customer must notify ILOGS immediately in writing of any changes to his company name or address. If no notification of change is made, documents are deemed to have been received by the customer if they were sent to the last address provided by the customer.

18 Jurisdiction & Final Provisions

The place of jurisdiction for all disputes arising directly or indirectly from this contract is the registered office of ILOGS for both parties.

Unless otherwise agreed, the statutory provisions applicable between registered traders under Austrian law shall also apply if the order is executed abroad. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions shall only apply to the extent that the Consumer Protection Act does not provide for other mandatory provisions.

© 2024 ilogs healthcare GmbH
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