Company Information

EU Dispute Resolution

You can find our e-mail address in the Legal Notice above.

Consumer Dispute Resolution / Universal Arbitration Board

We participate in a dispute resolution procedure before a consumer arbitration board. The competent body is the Universal Arbitration Board of the Zentrum für Schlichtung e.V., Straßburger Straße 8, 77694 Kehl am Rhein, Germany (https://www.verbraucher-schlichter.de).

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General Terms and Conditions (GTC) of RXScale GmbH for the Provision of the SaaS Solution

1. Scope of Application

‍1.1 These General Terms and Conditions (GTC) apply to the use of the software solution ("the Software") of RXScale GmbH ("Provider") by customers who are pharmacies and medical service providers ("Customers") in the field of e-commerce and ERP system integration, and to whom the Provider makes available individual patient questionnaires and an interface to medical services.1.2 By using the Software, the Customer agrees to these GTC. Deviating agreements require the written consent of the Provider.

2. Subject Matter of the Contract

‍2.1 The Provider provides a software solution that enables the integration of the Customers' e-commerce systems and ERP systems and supports efficient patient surveying and administration.2.2 The Software is operated by the Provider as a SaaS or cloud solution. During the term of this contract, the Customer is enabled to use the Software, which is stored and runs on the servers of the Provider or a service provider commissioned by the Provider, via an Internet connection for its own purposes and to store and process its data with the aid of the Software.2.3 The Provider exclusively provides the technical infrastructure for the collection and management of patient data as well as an interface to treating physicians. The Software serves to facilitate the work processes of the Customers but does not assume any medical or professional responsibility.2.4 These contractual terms and conditions apply exclusively. Terms and conditions of the Customer shall not apply. Counter-confirmations by the Customer referring to its own terms and conditions are hereby expressly rejected.2.5 The Provider shall make the Software available to the Customer for use in the agreed version at the router output of the data center where the server with the Software is located ("Delivery Point"). The Software, the computing power required for use, and the required storage and data processing space shall be provided by the Provider. The Provider does not owe the establishment and maintenance of the data connection between the Customer's IT systems and the described Delivery Point.

3. Exclusion of Liability and Responsibilities

‍3.1 The Provider shall be liable for damages to the Customer caused intentionally or by gross negligence, damages resulting from the absence of a guaranteed quality, damages based on a culpable breach of essential contractual obligations (so-called cardinal obligations), damages resulting from a culpable injury to health, body, or life, or for which liability is provided for under the Product Liability Act, in accordance with statutory provisions.3.2 Cardinal obligations are those contractual obligations the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely, and the violation of which, on the other hand, jeopardizes the achievement of the purpose of the contract.3.3 In the event of a breach of a cardinal obligation, liability – insofar as the damage is based merely on slight negligence – is limited to such damages as must typically be expected when using the contractual Software.3.4 Otherwise, liability – regardless of the legal grounds – is excluded.3.5 If damages to the Customer result from the loss of data, the Provider shall not be liable for this insofar as the damages would have been avoided by a regular and complete backup of all relevant data by the Customer. The Customer shall carry out or have carried out a regular and complete data backup itself and is solely responsible for this.3.6 The Customer is solely responsible for all content used and data processed by it, as well as for any legal positions required for this purpose. The Provider does not take notice of the Customer's content and does not generally check the content used by the Customer with the Software. The Provider assumes no liability for any errors or omissions in the data entered.3.7 In this context, the Customer undertakes to indemnify the Provider against any liability and any costs, including possible and actual costs of legal proceedings, if claims are asserted against the Provider by third parties, including employees of the Customer personally, as a result of alleged acts or omissions by the Customer. The Provider shall inform the Customer of the claim and, to the extent legally possible, give the Customer the opportunity to defend against the asserted claim. At the same time, the Customer shall immediately provide the Provider with all information available to it regarding the facts that are the subject of the claim.3.8 The Provider is not liable for damages arising from the use of the Software, unless these are due to intentional or grossly negligent behavior on the part of the Provider. In particular, the Provider assumes no liability for medical misdiagnoses or therapy decisions made on the basis of the data collected by the Software.3.9 Further claims for damages by the Provider remain unaffected.

4. Data Protection and Data Security

‍4.1 The Provider processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable data protection laws. Further information on data protection is contained in the Provider's Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.4.2 For the purposes of contract execution, the Customer grants the Provider the right to duplicate the data to be stored by the Provider for the Customer insofar as this is necessary for the provision of the services owed under this contract. The Provider is also entitled to keep the data in a failover system or separate failover data center. To eliminate disruptions, the Provider is further entitled to make changes to the structure of the data or the data format.4.3 The Provider regularly backs up the Customer's data on the server for which the Provider is responsible to an external backup server. The Customer may extract this data for backup purposes at any time, insofar as technically possible, and is obliged to do so at regular, customary intervals. Insofar as this is not possible, the Provider shall make the data available to the Customer once a month as a backup.4.4 Customers are responsible for ensuring that all patient data is collected, processed, and used in accordance with applicable data protection regulations.

5. Availability and Maintenance

‍5.1 The Provider endeavors to ensure the highest possible availability of the Software but does not guarantee the uninterrupted and error-free functioning of the Software.5.2 The Provider reserves the right to carry out maintenance work which may temporarily restrict the availability of the Software. Customers will be informed of planned maintenance work in good time.5.3 The Provider points out to the Customer that restrictions or impairments of the services provided may arise which are outside the Provider's sphere of influence. This includes, in particular, actions by third parties not acting on behalf of the Provider, technical conditions of the Internet that cannot be influenced by the Provider, and force majeure. The hardware and software and technical infrastructure used by the Customer may also have an influence on the Provider's services. Insofar as such circumstances have an influence on the availability or functionality of the service provided by the Provider, this shall have no effect on the contractual conformity of the services provided.5.4 The Customer is obliged to report functional failures, disruptions, or impairments of the Software to the Provider immediately and as precisely as possible. The report shall be sent to info@rxscale.com.

6. Support

‍6.1 A support case exists if the Software does not fulfill the contractual functions in accordance with the product description. The manner and scope of the support services are determined by the booked support package.6.2 If the Customer reports a support case, it must provide as detailed a description of the respective malfunction as possible to enable the most efficient troubleshooting possible. The report shall be sent to info@rxscale.com.6.3 The parties may enter into a separate agreement regarding the provision of support, maintenance, and care services.

7. Customer's Obligations to Cooperate

‍7.1 The Customer shall support the Provider in the provision of the contractual services to a reasonable extent.7.2 The proper and regular backup of its data is the responsibility of the Customer. This also applies to documents provided to the Provider in the course of contract execution.7.3 The Customer must keep the access data provided to it secret and ensure that any employees to whom access data is made available do the same. The Provider's service may not be made available to third parties unless expressly agreed by the parties.

8. Confidentiality

‍8.1 The parties are obliged to keep permanently secret all information about the other party which becomes known to them in connection with this contract and which is marked as confidential or is recognizable as trade and business secrets based on other circumstances (hereinafter: "Confidential Information"), not to pass it on to third parties, record it, or use it in any other way, unless the other party has expressly agreed to the disclosure or use in writing or the information must be disclosed due to law, court decision, or an administrative decision.8.2 The information is not Confidential Information within the meaning of this Section 8 if it:

• Was already known to the other party beforehand without the information having been subject to a confidentiality obligation,
• Is generally known or becomes known without a breach of the assumed confidentiality obligations,
• Is disclosed to the other party by a third party without a breach of a confidentiality obligation.8.3 The obligations under Section 8 shall survive the end of the concluded contracts.

9. Remuneration

‍9.1 The payment period and amount of remuneration, as well as the method of payment, are governed by the Offer/Order Form.9.2 If the Customer delays payment of due remuneration by more than four weeks, the Provider is entitled, after a prior reminder setting a deadline and the expiry of that deadline, to block access to the Software. The Provider's claim to remuneration remains unaffected by the blocking. Access to the Software will be reactivated immediately after the arrears have been settled. The right to block access exists as a milder measure even if the Provider has a right to extraordinary termination pursuant to Section 10.2.9.3 The Provider may adjust the prices as well as the rates for agreed remuneration based on time and material after the expiry of the initial term in accordance with the order sheet, based on general price developments. If the fee increase amounts to more than 5%, the Customer may terminate the contractual relationship at the end of the current contract month.9.4 The remuneration for other services is governed by the Provider's currently valid price list.

10. Term & Termination of the Contract

‍10.1 The contract term is governed by the Offer/Order Form.10.2 Extraordinary termination for good cause remains reserved for both parties if the statutory requirements are met. A good cause for the Provider exists in particular if the Customer is in arrears with the payment of due remuneration for more than two months despite a reminder. If the Customer is responsible for the reason for termination, the Customer is obliged to pay the Provider the agreed remuneration less expenses saved by the Provider up to the date on which the contract would end at the earliest in the event of ordinary termination.10.3 Termination declarations require text form to be effective. Adherence to this form is a prerequisite for the effectiveness of the termination. Telefax and e-mail do not satisfy the written form requirement.10.4 After termination of the contract, the Provider must return to the Customer all documents provided by the Customer and still in the possession of the Provider as well as data carriers related to the present contract and delete the data stored by the Provider, insofar as no retention obligations or rights exist.

11. Final Provisions

‍11.1 Should a provision of these GTC be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the original provision.11.2 The law of the Federal Republic of Germany applies. The place of jurisdiction for all disputes arising from this contract is the registered office of the Provider.

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Version: 1.0.2 (06.04.2024)