mbits imaging GmbH
GTC - Version 07/2024
The contract is concluded in text form. The Provider's offers are non-binding. Customer orders are binding for 7 working days and can be accepted within this period.
The Provider may deliver the software either on a data carrier or make it available for download on its homepage, an app store, or another agreed medium. The Customer will be provided with the access information required for using the software (in particular, license keys or login data).
The Provider is obliged to maintain the contractually agreed condition of the software during the contract term ("Maintenance"). The contractually owed condition of the software is determined according to the respective software description and the agreements made. To fulfil their maintenance obligation, the Provider will perform the necessary maintenance and repair measures according to the state of the art.
The Provider is only obliged to change or adapt the software if such change or adaptation is necessary for the maintenance of the software according to the state of the art. The Provider is only obliged to change, adapt, and further develop the software if the parties separately agree. Without such a separate agreement, the Provider is in particular not obliged to further develop the software.
Upon full payment of the fee and all due payment claims, the Provider grants the Customer the non-exclusive, non-transferable, and non-sublicensable right, limited to the contract term and geographically to the Federal Republic of Germany or the agreed country and the agreed number of licenses and locations, to use the software to the agreed extent. Contractual use of the software includes downloading, installing, loading into memory, displaying, and executing the provided software.
The Customer is entitled to reproduce or download the delivered software multiple times if required for contractual use. The loading of the software into memory in particular is considered a necessary reproduction for contractual use. The Customer may make one backup copy ("backup copy") and mark it as such, provided that the software cannot be downloaded again, and this fulfils the backup purpose.
The Customer is not entitled to further reproduce the software beyond what is necessary for contractual use, unless legally permitted otherwise.
The Customer is not entitled to sell the software, including the backup copy, and documentation, or to otherwise transfer it to third parties (especially through renting or lending). An exception to the prohibition on resale and transfer to third parties is the transfer of the software to third parties who are not granted independent usage rights and are subject to the Customer's instructions regarding the use of the software.
The Customer is not entitled to modify or edit the software unless the modification or editing is necessary to correct a defect for contractual use, with which the Provider is in default. This applies for the duration of the default.
The Customer acquires the same rights to modified, extended, or newly created software as to the agreed standard software and the corresponding functionality. The Provider may charge a reasonable fee for extensions, to be agreed separately, or limit or exclude the use of extensions. The GTC sections on amendments apply accordingly. If changes replace the new software, the rights to the previous software expire when the new items are usable.
Regarding the specific functionality for the appropriate use of personal licenses for the medical department license, the agreed conditions apply. Unless otherwise agreed, the following applies:
The amount of the remuneration is determined by the respective agreement. Prices are generally subject to the applicable VAT.
Payments are due in advance upon the provision of the software. If the Customer breaches the duty to cooperate in setting up the software and this results in a delay in the setup of the software, payment is due one month after the order is placed, but no earlier than the agreed date for the provision of the software. The aforementioned one-month period is extended if the delayed setup of the software is caused by the provider.
Unless otherwise agreed, an annual payment interval applies for the provision of software. If a monthly payment interval is agreed, the rent is due on the first of each month. If the software is provided for a period shorter than a full calendar month, the remuneration is reduced proportionately.
The provider is liable without limitation:
• for fraud, intent, or gross negligence;
• under an expressly assumed guarantee;
• for damages arising from injury to life, body, or health;
• for the violation of a material contractual obligation, the fulfilment of which enables the proper execution of this contract in the first place and on the compliance with which the Customer regularly relies and may rely ("cardinal obligation"), but limited to the damage that was reasonably foreseeable at the time of conclusion of the contract;
• according to the provisions of the Product Liability Act.
Otherwise, the provider’s liability is excluded. In particular, the provider is not liable for defects already present at the time of the conclusion of the contract, unless a case under § 9 paragraph 1 applies.
The above liability rules apply accordingly to the behaviour of and claims against the provider's employees, legal representatives, and vicarious agents.
It is explicitly noted that the aforementioned liability limitations do not entail a reversal of the burden of proof.
Upon termination of the respective contractual relationship, the Customer is obliged to immediately cease using the software and return the software and all program copies (including the backup copy), as well as all provided documentation, materials, and other documents to the provider. The return is at the Customer's expense.
If the provider has made the software available to the Customer via download, the provider may waive the return and instead require the Customer to delete the software and other program copies and destroy the provided documentation, materials, and other documents.
Additionally, the Customer is obliged to completely and permanently delete all installed program copies and any stored documentation from all their servers.
The parties agree to treat all confidential information that becomes known to them during the execution of the contract as confidential and to use it only for contractual purposes. Confidential information within the meaning of this provision includes information, documents, data, and facts that are designated as such or are to be considered confidential by their nature. Prices and offers must always be treated confidentially. Both parties are obliged to have their employees sign a corresponding confidentiality agreement at the request of the other party and to present it to the other party. The parties will not file protective rights applications for the confidential information of the other party.
If a public authority requests confidential information in the aforementioned sense, the party concerned must inform the other party without delay and before disclosing the information to the public authority, as far as legally permissible.
The rights and obligations under (1) and (2) remain unaffected by the termination of this contract. Both parties are obliged to return or destroy confidential information of the other party at the end of this contract, as chosen by the other party, unless properly consumed.
The parties comply with data protection regulations.
Unless caused by the Customer, the provider undertakes to ensure an average availability of the software servers of 95 percent annually, within its operational and technical capabilities, if these are operated by the provider or by third parties commissioned by the provider. To carry out updates, technical inspections, and maintenance work, the provider is entitled to shut down the software servers. The Customer agrees to all necessary or useful shutdowns for technical reasons, even if they are short-term and unannounced. In return, the provider will, where feasible and reasonable, perform such shutdowns during times when data retrievals are typically low.
Should any provision of these GTC or any provision later included be wholly or partially void or unenforceable, or should a gap in these GTC become apparent, the validity of the remaining provisions shall not be affected. The express intent of the contracting parties is to maintain the validity of the remaining provisions in all circumstances, thus excluding § 139 BGB entirely. In place of the invalid or unenforceable provision or to fill the gap, the legally and economically closest effective and enforceable regulation shall apply retroactively, which the parties would have agreed upon considering the purpose and intent of the contract. If the invalidity of a provision is based on a specific measure of performance or time (deadline or date), the provision shall be deemed agreed with the nearest legally permissible measure. If the substitution fiction is not possible, a provision or regulation must be made in the substantive sense of the preceding sentence. If the invalidity or gap concerns a notarisation requirement, the provision or regulation must be agreed upon in notarial form.
Changes and additions to this contract, including this paragraph, must be in writing, unless otherwise specified.
The parties may transfer this contract and rights and obligations under this contract to a third party only with the prior written consent of the other party.
No oral or written side agreements to this contract exist. The applicability of the General Terms and Conditions of both the Customer and the provider is expressly excluded.
In Kürze erhalten Sie eine E-Mail, mit der Sie das Abonnement unseres Newsletters bestätigen können.
Wir benötigen Ihre Zustimmung, bevor Sie unsere Website weiter besuchen können.
We need your consent before you can continue to visit our website.
Here you can find an overview of all cookies used. You can give your consent to entire categories or view more information and thus select only certain cookies.