e:lmo terms and conditions

Preamble

TCC is the owner of certain software rights to the software described in more detail in these Terms of Use (the "Contract Software") and is prepared to provide the Contract Software to the Clinic for use.

The hospital intends to use the contract software on site and to utilize further services from TCC for this purpose.

§ 1 Scope of services

1.1 TCC shall provide the hospital with the contract software for the provision of the contractual services for the term of the contract. Unless expressly agreed otherwise, the contract software may only be used in the country in which the hospital has its registered office.

1.2 The rights to the contractual software shall remain solely with TCC.

1.3 The source code of the contractual software is not part of the contractual services to be provided by TCC.

1.4 TCC will provide maintenance and consulting services to the hospital in relation to the contract software.

1.5 TCC's maintenance and consulting services to the hospital shall commence at the earliest upon delivery of the contract software.

1.6 If new versions of the contractual software are available (e.g. through updates), the hospital's right to use the old versions of the contractual software expires as soon as the hospital uses the new contractual software productively, even without TCC expressly requesting the return of the older version of the contractual software.

1.7 In all cases of termination of its right of use (e.g. by rescission, termination of the contract), the Clinic shall return all deliveries of the contractual items immediately and delete all copies, unless it is legally obliged to retain them for longer.

§ 2 Restrictions on use

2.1 The Clinic may only carry out data backups in accordance with the rules of technology and make the necessary backup copies of the contractual software for this purpose. The backup copies of the contractual software may only be used in the event of a necessary back-up and for cases of data recovery and are subject to the restrictions of the contract. A backup copy on a movable data carrier must be labeled as such and provided with the copyright notice of the original data carrier. The Clinic may not change or remove copyright notices on the software provided. The Clinic may only reproduce the material provided to it in printed form for personal use.

2.2 The hospital is not authorized to modify the contractual software in any way, unless this is permitted by law. TCC expressly points out that even minor changes or extensions to the contractual software can lead to significant and unforeseeable disruptions in the operation of the contractual software. The parties agree that disruptions caused by individual settings, changes or extensions to the contractual software made by the hospital do not constitute a defect in the contractual software.

2.3 The hospital is prohibited from reverse engineering, decompiling or disassembling the contractual software or otherwise attempting to determine the source code of the software.

2.4 The hospital is obliged to ensure that the treating parties download the patient data only within the hospital and not in private rooms. TCC is no longer responsible from the time the data is downloaded, including within the meaning of the GDPR, and is excluded from liability. The hospital itself is responsible for the implementation and maintenance of data protection.

§ 3 Description of the contract software

• The contract software includes the following applications and modules:
  
  • Multidisciplinary communication: The software provides a platform that enables collaboration between intensive care physicians, surgeons, nursing staff and other medical specialists to ensure a smooth exchange of information and coordination of patient care.
  • Call routing: The software provides intelligent call routing features to route calls and messages based on factors such as urgency and discipline to ensure efficient communication.
  • Consultation documentation: A documentation tool that allows medical staff to store patient-related information on a consultation basis and retrieve it as required.
  • Devices: The TCC e:lmo is available as a mobile app for iOS and Android. It supports the use of AV carts and tablets for mobile medical applications and offers a web app to ensure broad compatibility with various devices.
  • GDPR-compliant video connection: The software integrates a GDPR-compliant video connection specifically designed for the healthcare sector to enable secure and confidential remote consultations.
  • ADT interface: The software has an ADT interface that provides read access to hospital information systems (HIS) via ADT (Admission, Discharge, Transfer) for retrieving patient master data.
  • Multilingualism: The software initially supports the languages English (ENG) and German (DE).

3.2 TCC provides the hospital with the contract software for [...] workstations.

§ 4 Technical requirements

4.1 The technical system requirements for the operation of the contract software and the performance of the contract services depend on the hospital-specific requirements and other influencing factors such as the number of users, managed units, databases, operating systems, etc.

4.2 In particular, the hospital guarantees that it meets the following minimum technical system requirements for the contract software to function:

i. Interfaces for data transmission for the calculation of algorithms

(1) HL7 ADT interface
The ADT interface is used to transfer patient master data and must have at least the following content:
- First and last name
- Admission and discharge date
- Case ID
- Station ID
- Bed ID

(2) HL7 ORU interface
The ORU interface is used to transmit the patient's vital data and must contain at least the following parameters:
- Heart rate
- Breathing rate
- Pulse beat
- Oxygen saturation
- Systolic blood pressure

ii. Communication server for encrypting the HL7 data stream

Component	Minimal	Recommended
Operating system	Linux	Linux
Working memory	8 GB	16 GB
CPU	2.0 GHz	4.0 GHz or better
LAN	100 MBit	1000 MBit or better

iii. Mobile devices for displaying the smartphone/tablet app with access to the TCC application servers

iv. IPsec VPN with the following 5 Mbit bandwidth or an alternative encrypted tunnel for the transmission of HL7 data by arrangement

4.3 The hospital shall regularly obtain information about the technical system requirements from TCC and create an appropriate system and working environment. Any costs incurred in connection with these minimum requirements shall be borne by the hospital.

§ 5 Transfer of risk

In the case of physical shipment, the time at which the data carriers are handed over to the carrier shall be decisive for compliance with the delivery dates and the transfer of risk; in the case of electronic delivery, the time at which the contractual software is made available for retrieval and this is communicated to the Clinic shall be decisive.

§ 6 Software care and maintenance

6.1 The object of the care and maintenance services is troubleshooting, the provision of a helpdesk (so-called TCC Competence Center) for contact at any time via telephone, video and a ticket system as well as the services listed below:

i. Software updates for new functions, the elimination of program errors and security gaps

ii. Configuration changes

iii. Maintenance of the network infrastructure

6.2 The care and maintenance services shall be provided by TCC in accordance with the service levels agreed in § 2.

6.3 TCC does not provide any care and maintenance for processes and software that are not the subject of the contract.

6.4 TCC provides the care and maintenance services during its normal business hours. These are Monday to Friday from 9 a.m. to 6 p.m. with the exception of public holidays in Germany ("service hours").

6.5 TCC is entitled to make adjustments to the service times at its own discretion, taking into account normal business hours. In exercising its discretion, TCC shall take into account the interests of the hospital. TCC is obliged to give the clinic six (6) weeks' notice of the planned change in service times.

6.6 TCC is also entitled to rectify errors by providing the hospital with updates or upgrades or by giving the hospital the opportunity to eliminate the effects of the error itself.

6.7 If, in the opinion of TCC, the RCS system or a component reaches the end of its service life or, according to the manufacturer, spare parts for it are no longer manufactured ("end of service life"), TCC shall notify the hospital of this in writing in advance. Notwithstanding any rights of termination, this contract shall be terminated for the affected part of the RCS system from the end of its service life while retaining the remaining agreements in accordance with the
"Best-effort" principle continued. TCC will continue to provide service on the affected part of the RCS system within the framework of a "best-effort" contract as long as this is feasible for TCC without restricting TCC's internal procedures and processes. If TCC is no longer able to carry out a repair in a specific service case, TCC shall inform the customer immediately. With this notification, the contract with regard to the affected part of the RCS system shall be deemed terminated. TCC will reimburse the hospital for the costs incurred for the affected part of the RCS system since the continuation of the contract.
as a best-effort contract in the amount of the TCC list price (monthly) for the service of the affected part of the RCS system. In return, there shall be no claims for performance of the service or related claims for damages.

§ 7 Cooperation of the hospital

7.1 The hospital shall contribute free of charge to the fulfillment of the contract to the extent necessary and, in particular, shall perform the acts of cooperation set out in the specifications.

7.2 In particular, TCC shall be released from its obligations under § 1 of these Terms of Use as long as the hospital does not properly fulfill its cooperation obligations in accordance with the Annex Cooperation Obligations of the contract. During the term of the contract, the hospital shall allow TCC and its subcontractors to carry out two audits per year, including electronic audits, to check whether the hospital is complying with the provisions of this agreement when using the contract software. The audits must be announced with at least ten working days' notice and may only take place during the hospital's regular business hours.

1. general, purpose and scope of application

These General Terms and Conditions of Use and Business ("GTC") apply to the use of the websites ("Platform") of arztkonsultation ak GmbH ("arztkonsultation") by any natural person or legal entity or partnership with legal capacity ("User"). The offers on the platform are not aimed at consumers. Furthermore, reference is made to all other agreements and regulations on which this contractual relationship is based.

The platform is made available to the user by arztkonsultation and enables video consultations and the use of telemedical services as well as the booking of interpreter services. The use of the platform requires the creation of a user-specific account ("user account"), for which registration is required.

The user agrees to the validity of these terms and conditions of use and business by (i) carrying out the customer registration, (ii) clicking on the confirmation button and (iii) completing the registration process ("registration"). Any contractual terms and conditions of the customer that contradict or deviate from these GTC are expressly rejected unless arztkonsultation acknowledges them in writing (letter, e-mail or fax).

The operator of the platform is arztkonsultation ak GmbH ("arztkonsultation")
Schusterstraße 3, 19055 Schwerin,
Schwerin Local Court HRB 13032
E-mail: info@arztkonsultation.de
Value added tax identification number according to § 27a of the Value Added Tax Act: DE313800050

2. definitions

A. Users are natural persons with legal capacity or legal entities or partnerships with legal capacity who have completed a registration and received a registration confirmation. Users within the meaning of these GTC are not consumers.

B. Customer refers to patients/clients of the user. Customers are not obliged to register.

C. Platform means the websites app.arztkonsultation.de and videosprechstunde.digital operated by arztkonsultation as well as other websites.

D. Video consultation means a video service for users who wish to conduct consultations with their patients/clients via the Internet.

3. Conclusion of contract and subject matter of the contract

A. The contract is concluded by registration by the user in connection with the receipt of the registration confirmation from arztkonsultation. Registration takes place by completing the registration form, sending the required data and selecting one of the product packages offered by arztkonsultation.

B. All data provided during registration must be truthful and any proof required must be up to date. The user must notify us immediately of any subsequent changes to the data and documents provided during registration.

C. The transmission of the data required for registration by the user constitutes a binding offer by the user. This offer is only accepted when arztkonsultation sends the registration confirmation. Thus, a contract between arztkonsultation and the user is only concluded upon receipt of the registration confirmation by the user. The registration confirmation by arztkonsultation is sent by e-mail to the e-mail address provided by the user during registration.

D. arztkonsultation reserves the right, after checking the data, documents and evidence required for registration, to revoke individual contracts or to block the user account until the required documents or evidence have been provided. Furthermore, arztkonsultation reserves the right to exclude the user from using the platform at any time in the event of detected or, based on objective evidence, suspected violations of these GTC or other agreements and regulations on which this contractual relationship is based.

E. The content and subject matter of this contract is the provision of a platform by arztkonsultation for the respective user to conduct a video consultation. The product packages offered by arztkonsultation may include further usage options for the user and his vicarious agents. The exact service content can be found in the respective descriptions of the product packages.

F. The range of medical consultation services also includes the option of arranging an interpreter and other telemedical services.

G. The services offered by arztkonsultation do not include any services offered by the user to his customers. In the legal relationship between the user and his customer, a contractual relationship is only established between them. arztkonsultation bears no responsibility for the initiation, conclusion and execution of the contract between the user and his customer. The user shall indemnify arztkonsultation against all claims of the customer arising from the contractual relationship between the user and the customer, unless the user can prove that arztkonsultation is at fault.

4. duties and obligations of the user when using the platform

A. If the user is a health care professional, he undertakes to fully comply with the medical and therapeutic standards applicable in his respective health care profession and any professional regulations incumbent upon him when using the platform. In particular, he must inform his customers of any necessary examination, therapy and/or consultation on site.

B. The user undertakes to treat the access data provided by arztkonsultation for the use of the platform as strictly confidential. Disclosure of this access data to third parties is expressly prohibited. Should arztkonsultation have reason to believe that the access data is being used by unauthorized persons, arztkonsultation will block the user account until the matter has been clarified.

C. In order to access and use the Platform, the User must use and maintain the necessary software and hardware, in particular (but not limited to) browser software and suitable communication technology.

D. The procurement, installation, maintenance and operation of any necessary software and hardware is the sole responsibility of the User. Arztkonsultation is in no way responsible or liable for the User's Internet access, including, without limitation, any connection speed, bandwidth or latency issues that may affect the User's access to or use of the Platform.

E. The user undertakes to obtain a declaration of consent from its customers before using the platform. Use of the platform is only permitted if a declaration of consent signed by the respective customer has been obtained in advance. A sample declaration of consent will be made available to the user by arztkonsultation.

F. The User further undertakes to conduct the video consultation with its customers personally, individually and live. The placement of advertising of any kind by the user in the context of the video consultation is also not permitted.

G. The user assures that he/she will not store any content on the contractual user account or make any statements or actions during the use of the video consultation, the provision, publication and use of which violates legal prohibitions, morality and the rights of third parties. Use may only be made for legally permitted purposes and in compliance with all statutory provisions.

H. If the user is a healthcare professional and the use of the video consultation falls under the requirements of the Bundesmantelvertrag-Ärzte (BMV-Ä) or the Bundesmantelvertrag-Zahnärzte (BMV-Z), the video consultation must take place in closed rooms that ensure adequate privacy in order to guarantee data security and a trouble-free process. At the beginning of the video consultation, all persons present in the room must be introduced on both sides.

5. rights of use

The user receives the simple, non-transferable and non-sublicensable right, limited to the term of this contract, to use the services to the contractually agreed extent as an individual user (use at several workstations, but only by the named individual user, so-called "named user").

6. costs, due date, payment modalities and reimbursement

A. The costs incurred for the use of the platform are based on the product packages selected during registration and the price shown for the respective product package. If interpreting services are used, these will be invoiced separately directly to the third-party provider at the prices shown.

B. The costs for the selected product packages are due immediately upon receipt of the invoice.

C. The costs for the selected product package can be paid by the user by participating in the SEPA direct debit procedure. With the consent of arztkonsultation, payment by invoice can also be agreed.

D. In case of participation in the SEPA direct debit procedure, arztkonsultation shall inform the user at least 3 (three) days before the debit about the amount of the contribution to be collected and the date of the debit by e-mail to the e-mail address of the user specified in the user account. Arztkonsultation is entitled to charge a processing fee in the event of returned direct debits or unjustified objection by the user.

E. The invoice shall be sent electronically by e-mail to the e-mail address of the user specified in the user account. Paper invoices will only be sent by post at the request of the user and against payment of costs.

F. The user may only offset claims of arztkonsultation against undisputed, legally established or recognized claims arising from this contractual relationship. The user may only exercise a right to refuse performance or a right of retention in the case of undisputed, legally established or recognized counterclaims if the customer's counterclaim is based on the same contract.

7. Contract term, change of product package and termination

A. The contract term is determined by the selected product package. If neither party terminates the concluded contract in writing with a notice period of 30 days to the respective end of the agreed contract term, the contract term is automatically extended by the initial contract term.

B. The user has the option of changing the product package in his user account. The new product package becomes effective subject to the notice period. Arztkonsultation may agree to a premature change of product package.

C. The right to extraordinary termination without notice for good cause remains unaffected. Good cause for termination is given in particular if the user violates these General Terms and Conditions or other agreements subject to this contractual relationship.

D. Notice of termination must be given in writing in accordance with Section 126 (1) BGB. In addition, termination is also possible via the user's user account.

E. After termination has been completed, the user account of the user, including all content, will be deleted after 30 days, taking into account the statutory retention periods. arztkonsultation is not obliged to back up data after termination of the respective user account. In this respect, the user is solely responsible for backing up data relating to his/her user account after termination.

8. liability

A. arztkonsultation is liable in accordance with the statutory provisions for damages resulting from injury to life, body or health and for damages under the Product Liability Act.

B. arztkonsultation shall be liable for other damages exclusively in accordance with the following provisions:

• a. arztkonsultation shall be liable without limitation for damages insofar as the cause of the damage is based on an intentional or grossly negligent breach of duty by arztkonsultation, its legal representatives and/or vicarious agents.
• b. arztkonsultation, its legal representatives and/or vicarious agents or assistants shall also be liable for the slightly negligent breach of material obligations whose breach jeopardizes the achievement of the purpose of the contract, or in the event of a breach of obligations whose fulfilment is essential for the proper performance of the contract and on whose compliance the user may regularly rely (so-called cardinal obligations). In this case, however, liability is limited to the foreseeable damage typical for the contract and not for loss of profit, indirect damage, consequential damage and third-party claims.

C. Liability for data loss and associated consequential damage shall be limited to the typical restoration costs that would have been incurred if backup copies had been made regularly and in accordance with the risks involved.

D. Strict liability for initial defects pursuant to § 536a para. 1 1st Alt. BGB is excluded.

E. The above limitations of liability also apply to the personal liability of the employees, representatives and bodies of arztkonsultation.

F. Arztkonsultation shall not be liable if third parties assert claims against the user because the user has not obtained any necessary declaration of consent from the customer. If claims are asserted against arztkonsultation by third parties in this respect, the user shall indemnify arztkonsultation in this respect.

G. Arztkonsultation is not liable for damages caused by files exchanged between the user and his customer during the video consultation. In particular, it is the customer's responsibility to ensure that only virus-free data and content is transmitted.

9. availability

Arztkonsultation endeavors to meet its contractual obligations at all times. However, temporary failures of the services offered by arztkonsultation due to maintenance work, system-immanent disruptions of the Internet at external providers or at external network operators as well as in case of force majeure are possible.

10. data protection

The provisions on data protection can be found in the separate information on data protection provided by arztkonsultation, which can be accessed at https://arztkonsultation.de/datenschutz.html. If the user is a healthcare professional and the platform is used in accordance with the applicable version of Annex 31b to the Federal Mantelvertrag - Doctors or Annex 16 to the Federal Mantelvertrag - Dentists, arztkonsultation acts as the controller in accordance with Art. 4 No. 7 GDPR and a "controller-to-controller data transfer" takes place.

11. amendment of these General Terms and Conditions of Use and Business

A. Arztkonsultation reserves the right to amend these GTC at any time if this is necessary for material reasons. Material reasons are in particular reasons that are based on a changed legal situation or jurisdiction, changed technical requirements or market conditions, subsequent equivalence disturbances or similar reasons and do not unreasonably disadvantage the user.

B. arztkonsultation will notify the user of any upcoming changes to the GTC and the date on which they come into effect within a reasonable lead time by e-mail to the e-mail address provided in the user's account.

C. The user may object to the amendments to the GTC within four weeks of receipt of the notification. The amendments shall become effective if the user does not object to the amendments to the GTC. arztkonsultation will inform the user of the legal consequences of failing to object in the e-mail about the pending changes to the GTC.

D. If the user objects to the changes within the aforementioned period, arztkonsultation is entitled to extraordinary termination of this contractual relationship.

12. other

A. The transfer of rights and obligations (including the assignment of claims) arising from this contractual relationship by the customer to third parties requires the written consent of arztkonsultation.

B. Arztkonsultation is entitled to use third parties in whole or in part to fulfill its contractual obligations.

C. Arztkonsultation shall be released from the obligation to perform under this contractual relationship if and to the extent that the non-performance is due to the occurrence of force majeure circumstances after conclusion of the contract. Accordingly, the customer's obligation to counter-performance shall lapse. Force majeure circumstances include, for example, wars, strikes, riots, expropriations, cardinal changes in the law, epidemics, storms, floods and other natural disasters as well as other circumstances for which arztkonsultation is not responsible. Each contracting party must inform the other contracting party immediately of the occurrence of a case of force majeure.

13. final provisions

A. The place of performance and fulfillment for the services provided by arztkonsultation is the place of business of arztkonsultation.

B. The law of the Federal Republic of Germany shall apply exclusively, excluding the conflict of laws.

C. The exclusive place of jurisdiction for all disputes arising from this contractual relationship is Schwerin, Federal Republic of Germany.

D. There are no verbal ancillary agreements and/or additions at the time of conclusion of the contract. Collateral agreements, amendments or supplements must be made in writing to be effective. The waiver of the written form requirement must also be made in writing. The written form requirement within the meaning of these GTC is also met by e-mail and fax.

E. Should individual provisions of this contract violate mandatory law in whole or in part or be void or ineffective for other reasons, the validity of the remaining provisions shall remain unaffected.

Status: 17.12.2021