I. Scope of the General Terms and Conditions
1. The entire business relationship between the parties shall be governed exclusively by the following General Terms and Conditions (“GTCs”). This also applies to future contractual relationships even if the GTCs as they currently exist are not expressly agreed at that time.
2. Counter-confirmations by the customer with reference to the customer’s own general terms and conditions or the inclusion of other terms and conditions are hereby rejected. These shall only apply in relation to intermedix if intermedix has expressly agreed to them in writing for that specific case.
II. Offers and content of contracts
1. Offers from intermedix are always subject to change and non-binding. The information contained in brochures, price lists, catalogues, circulars, etc. or in the documents pertaining to the offer, such as illustrations, descriptions, technical data, and performance descriptions, etc. in particular, are non-binding. This also applies to information of any kind provided by intermedix in the run-up to the conclusion of the contract. No liability is assumed for the accuracy of this information.
2. intermedix’s obligation to render performance and the scope of this performance are always governed solely by the content of the relevant contract and the information specifically agreed therein. Any deviations from this shall be accepted insofar as they are reasonable for the customer.
3. The content of intermedix’s performance obligation is defined by the contract concluded between the parties.
4. The parties agree that no legal review or other substantive check of the graphics, texts or other content provided to intermedix by the customer will be carried out. These will be incorporated as issued by the customer.
III. Prices and terms of payment
1. Unless otherwise agreed, our invoices are payable without deduction within 14 days of the invoice date at the latest.
2. In the event of the customer defaulting on payments, we shall be entitled to interest on arrears at the statutory rate. This shall not prevent us from seeking compensation for a greater loss. The customer has the burden of proving that we have incurred a smaller loss due to the default.
3. In the event of default in payment, intermedix shall also have a right of retention.
4. The customer’s rights of retention and offsetting are excluded unless the customer’s counterclaim is recognised by intermedix or has been determined in a court of law.
IV. Liability
1. intermedix is liable in accordance with the statutory provisions for losses or damage due to intent or gross negligence on the part of intermedix or in the event of a wilful or grossly negligent breach of obligations by a legal representative or agent of intermedix, within the framework of the German Product Liability Act (ProdHaftG), and also in the event that any guarantees that may have been assumed are not fulfilled. intermedix is also liable in accordance with the statutory provisions for losses or damage due to loss of life, bodily injury or damage to health based on a wilful or grossly negligent breach of obligations by intermedix, a legal representative of intermedix, or an agent of intermedix.
2. In the event of a breach of material contractual obligations (cardinal obligations) caused by slight negligence, intermedix’s liability shall be limited to the foreseeable loss or damage that is typical of a contract of this type, whereby the term ‘material contractual obligations’ designates in the abstract those obligations whose fulfilment is a prerequisite for the proper fulfilment of the contract, and on whose observance the other party may rely as a matter of course. intermedix is not liable beyond this for breaches caused by slight negligence.
3. intermedix is not liable in its internal relationship with the customer with regard to the content provided by the customer and any loss or damage arising from its use in accordance with the contract. The customer will fully indemnify intermedix should claims be made against intermedix by third parties on the basis of the content provided by the customer.
V. Termination and cancellation of contracts
1. The term of the contracts is based on the content of the relevant contract and, in addition, on the statutory provisions.
2. The right of both parties to extraordinary written termination remains unaffected. intermedix shall have an extraordinary right of termination in particular if its services violate legal provisions. intermedix does not accept any responsibility for changes to statutory provisions or relevant case law.
3. If the customer cancels the performance of services ordered from intermedix, the following cancellation fees will be charged on the basis of the costs agreed with the customer, subject to any regulations to the contrary:
a) The following applies to communication services in the medical software:
- Up to 15 working days before the editorial deadline: 10% of the net costs
- Up to 5 working days before the editorial deadline: 25% of the net costs
- Fewer than 5 working days before the editorial deadline: 60% of the net costs
- 100% of the net costs shall be due after the editorial deadline.
b) The following applies to communication services in the pharmacy:
- Up to three months before the start date: 25% of the net costs
- Up to two months before the start date: 50% of the net costs
- Up to 14 days before the start date: 75% of the net costs
- 100% of the net costs shall be due where fewer than 14 days remain until the start date.
4. Should the customer cancel an order for WICOM Assist at any point within the four months preceding the contractually-agreed roll-out date, the customer must pay 100% of the agreed remuneration. If a cancellation occurs prior to this, the customer must pay 25% of the agreed remuneration. However, the set-up costs specified in the order must be paid in all cases, even if these exceed 25% of the agreed remuneration.
5. In addition, in the event of a cancellation, intermedix is entitled to invoice the customer for any services already rendered by third parties. intermix is obliged to bill any such services in verifiable form.
6. The editorial deadline and the start date (start of the first booking period) will be communicated to the customer by intermedix in the relevant valid offer. Changes to the contractual services can no longer be made after the editorial deadline or the start date. In exceptional cases, intermedix will attempt to have changes carried out without making a promise or guarantee in this respect. In these cases, additional costs may arise depending on the scope of the changes and/or the current production status of the regular quarterly updates.
VI. Rights to graphics processing services
Any graphical processing of the content provided by the client (“graphic services”) will only be carried out by intermedix after an order has been placed and only for use within the context of the underlying order. In this respect, the rights to the content provided shall remain with the original holder of rights. The rights of use to the specific graphics processing service are transferred to the client upon final approval. Excluded from this are all rights to preliminary work, such as drafts, ideas, text layout and design, conceptions, and to the provisional results that have not been approved by the client.
After being commissioned by the client, intermedix offers to license suitable image material for the order from the provider Adobe Stock and to charge the costs to the client. Should such licensed materials be used, intermedix shall transfer the licence to the client under the terms of use stipulated by Adobe. Adobe's terms of use can be viewed at: https://wwwimages2.adobe.com/content/dam/cc/de/legal/servicetou/Stock-Additional-Terms-de_DE-20210129.pdf or shall be sent to the client upon request.
VII. Performance characteristics of a service contract
1. intermedix does not owe any outcome as part of its performance obligations, but only the individually commissioned activity in each case.
2. The customer is not entitled to be provided with proof of activity. In particular, unchallenged payment of the respective invoice shall constitute recognition of the fact that the service owed has been rendered in accordance with the contract.
VIII. Non-disclosure
The parties undertake to maintain strict secrecy about all confidential processes, in particular business and trade secrets, of which they become aware within the framework of the contractual relationship and neither to disclose them nor to exploit them in any other way. This applies to any non-authorised third parties, i.e. also to non-authorised employees unless the disclosure of information is necessary for the proper fulfilment of contractual obligations.
IX. Final provisions
1. The customer may transfer rights from the contract to third parties only with the consent of intermedix.
2. If the customer is a merchant, intermedix’s registered office shall be the agreed place of jurisdiction and performance.
3. These General Terms and Conditions are governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
4. Ancillary agreements must be made in writing. This also applies to the amendment of this requirement for the written form.
5. intermedix shall be released from its obligation to perform under this contract if and to the extent that the non-performance is due to the occurrence of force majeure after conclusion of the contract. The customer’s obligation to render counter-performance shall cease accordingly. Examples of force majeure include wars, strikes, riots, expropriations, cardinal changes in the law, epidemics, pandemics, storms, floods, and other natural disasters as well as other circumstances for which intermedix is not responsible. Each party must promptly notify the other party of the occurrence of an event of force majeure.
6. intermedix reserves the right to change these GTCs at any time (e.g. in the event of a change in the legal situation, supreme court jurisprudence, or market conditions) with a reasonable notice period of at least six weeks. Notice shall be given by publication of the amended General Terms and Conditions online on the website https://www.intermedix-healthcare.com/deu_de/system/agb.html, stating the date of entry into force, and by separate reference on the invoices or other notices. If the customer does not object within six weeks of notification of the changes, the amended General Terms and Conditions shall be deemed accepted. In the notice of amendment, separate reference shall be made to the significance of the six-week period.
Last updated: June 2021
