General Terms and Conditions

MediCloud s.r.o. 

ARTICLE 1 - INTRODUCTORY PROVISIONS

1.1 These General Terms and Conditions of Business (hereinafter referred to as "GTC") define the terms and conditions of business and relations between MediCloud s.r.o., with its registered office at Nálepkova 1333/47, 053 11 Smižany, ID No.: 55 764 878, registered in the Commercial Register of the Košice Municipal Court, Section: Sro, Insert No.: 57770/V (hereinafter referred to as "MediCloud"), as the provider of the MediCloud information system service, and its Customers. These GTC form an integral part of the MediCloud service contract concluded by MediCloud and the respective customer (hereinafter referred to as the "Service Contract"). In the event that the parties agree in the written MediCloud Service Contract different terms and conditions of the contractual relationship than those set out in these GTC, those specific terms and conditions shall prevail and/or the terms and conditions set out in these GTC shall not apply in such case.

1.2 MediCloud is the holder of all property rights of the author in the MediCloud information system.

1.3 Terms and conditions and relations not specified in these GTC shall be governed by the law of the Slovak Republic, in particular the relevant provisions of Act No. 513/1991 Coll., Commercial Code, as amended, and the provisions of Act No. 185/2015 Coll., Copyright Act, as amended (hereinafter referred to as the "Copyright Act").

ARTICLE 2 - DEFINITIONS

For the purposes of these GTC, the following terms shall have the following meanings:

2.1 MediCloud Website means the website at www.medicloud.digital operated by MediCloud.

2.2 License means the right to use the Product under the terms and conditions set out in Article 5 of these GTC. The Product is not sold, only the right to use it is granted as part of the Service.

2.3 The Customer is a party to the Service Contract of the Licence Agreement, as the orderer and recipient of the Service, which may be:

2.3.1 an employer who arranges for its employees to undergo medical health checks ("Employer"), or

2.3.2 an occupational health service provider ("OHSP") who arranges for the Employer to arrange for medical health check-ups; or

2.3.3 a health care provider (hereinafter referred to as "Physician") who arranges for medical health examinations to be performed for the Employer and/or the Occupational Health Service.

2.4 The Product constitutes the MediCloud information system, including the relevant documentation in electronic or hard copy form, manuals, and also all updates and additions to the original Product provided by MediCloud to date.

2.5 Service Support means the support services provided by MediCloud to the Customer and/or directly to the User to the extent and under the terms and conditions defined in Article 7 of these GTC.

2.6 Service means the Software-as-a-Service (SaaS) Product developed and operated by MediCloud, available through the MediCloud Website or other designated URL, and services including cloud hosting.

2.7 User means the end user of the Product on the Customer's side, being an employee, agent, contractor authorised by the Customer to use the Service for the Customer's benefit.

ARTICLE 3 - INFORMATION ABOUT THE SERVICE, SERVICE SUPPORT AND THEIR PRICES

3.1 Information about the Service is publicly available on the MediCloud Website and is also available upon request through the contact form located on the MediCloud Website.

3.2 User means the end user of the Product on the Customer's side, who is an employee, agent, contractor authorised by the Customer to use the Service for the Customer's benefit.

3.3 The prices for the Service are quoted by MediCloud in the form of a current price list set out on the MediCloud Website and form part of the terms and conditions set out in the MediCloud Service Contract. The Parties shall adjust the individually agreed prices of the Service directly in the MediCloud Service Contract.

3.4 The prices quoted on the MediCloud Website are the amounts excluding the applicable value added tax.

3.5 Service support is provided by MediCloud free of charge to the extent and under the terms and conditions set out in these GTC.

ARTICLE 4 - CONCLUSION OF THE CONTRACT FOR THE PROVISION OF MediCloud SERVICES

4.1 The MediCloud Service Contract is concluded by the Customer's acceptance of the MediCloud Service Contract proposal submitted by MediCloud after the Customer has expressed interest in the Service by electronically completing and submitting the Order Form, which is published on the MediCloud Website.

4.2 The Customer shall send and/or otherwise deliver the MediCloud Service Contract signed by the Customer to MediCloud, which shall then sign and return a copy to the Customer, and shall also send an electronic version of the MediCloud Service Contract to the Customer by email. 

4.3 Any changes to the draft MediCloud Service Contract shall be deemed to be a new draft MediCloud Service Contract, which may or may not be accepted by MediCloud.

4.4 These T&Cs form an integral annex to the MediCloud Service Contract.

ARTICLE 5 - CONDITIONS AND SPECIFICATION OF SERVICE 

5.1 MediCloud is the operator of the Product, which constitutes a communication channel between employers and providers of occupational health services and medical examinations, which the employer is obliged to provide to its employees in accordance with applicable law. 

5.2 MediCloud provides the Product in the form of a Service. 

5.3 Upon conclusion of the MediCloud Service Agreement, the Service will be made available to the Customer in the form of access through the MediCloud Website by activating the Customer's account and the number of Users subscribed. 

5.4 The Customer is obliged to download and use the Service for its purposes in accordance with the terms of these GTC and the MediCloud Service Contract. 

5.5 The Service will be available, as per the User Manual, on a continuous basis, except for any previously disclosed unavoidable downtime for maintenance and administration and, where applicable, malfunctions or outages of the Service, which MediCloud will, using its best endeavours, rectify within a reasonable period of time. 

5.6 MediCloud shall be entitled to modify the Service, to update it, to correct errors and to increase the functionalities of the Service so that it corresponds to the declared criteria of the Service, without the implementation of which there would be a risk of violation or non-compliance with the relevant legislation and/or sub-legislative norms regulating the area of use of the Service, solely at its own discretion.

5.7 MediCloud shall, as part of the provision of the Service, back up the Customer's data at least once a month on the last day of each calendar month. 

5.8 In order to improve the quality of the Service and/or Service Support, MediCloud shall be entitled to include a system mechanism within the Product that may record and archive information on how the Service is used. 

5.9 MediCloud shall be entitled to terminate access to the Service to a User who knowingly violates the terms and conditions of use of the Services set forth in these GTC and the MediCloud Service Agreement. 

5.10 MediCloud shall arrange for the Customer to train Users who will use the Service by means of a presentation on the Customer's premises or by means of a video conference.

ARTICLE 6 - SERVICE SUPPORT 

6.1 MediCloud shall provide the Customer with Service Support for the error-free functionality of the Product and the use of the Service in accordance with the User Manual, which shall include, in particular, telephone consultations and, where applicable, the resolution of problem situations via the helpdesk.

6.2 MediCloud will provide Service Support services on a weekday basis between 8:00 a.m. and 4:00 p.m. (hereinafter referred to as "Service Support Hours"). In special cases, the provision of a different scope of Service Support Services may be agreed in the MediCloud Service Contract. 

6.3 Incidents may be reported and only during the Service Support Period by email to: support@medicloud.digital. MediCloud will acknowledge receipt of the email with a notification message in the form of a return email. 

6.4 Incident resolution will take into account the operational needs of the Customer, response time, priority of incident resolution and escalation process to find and resolve the cause of the incident or problem. Incident resolution means error-free functionality of the Product when using the Service or its functionality in an alternate mode, even if the cause could not be determined and eliminated. Problem Resolution means finding the cause(s) of the problem and eliminating the problem(s).

6.5 Response Time - is the time by which there must be a "first response" by MediCloud to resolve the incident. The agreed response time for Service Support is a maximum of 24 hours from the registration of the incident in the manner set out in clause 6.3.

6.6 For Service Support, MediCloud shall assign a priority to each Incident according to its impact and urgency (excluding Urgent Priority). In the event that the Customer designates the priority of an incident as "urgent" when reporting and the incident qualifies for urgent incident priority, defined as the complete disabling of the entire Service, MediCloud Service Support shall take this into account when assigning priorities. MediCloud guarantees to resolve an Urgent Priority Incident within 48 hours of reporting it during business days.

ARTICLE 7 - PRICE AND PAYMENT TERMS 

7.1 The Parties agree that the amount of the price for the Services shall be separately agreed in the MediCloud Service Contract and shall be made up of i) the initial fee for the activation of the Services, ii) the number of User accounts subscribed, and iii) the number of medical examinations performed. 

7.2 In the event that a medical examination is ordered by the Employer and performed by a Doctor via the Product, the Employer shall be obliged to pay a separate fee to the Provider, in the amount agreed in the Licence Agreement, which fee shall be payable at the earliest at the time the medical examination is performed.

7.3 The Licence Fee and the fee for arranging medical examinations shall be payable monthly in arrears on the basis of an invoice issued by the Provider to the Grantee after the end of the calendar month for which the fee is payable. The invoice will be due and payable 14 days from the date of issue. 

7.4 In the event of default in payment of the invoice, the Provider shall be entitled to suspend the Customer's access to the Product and thereby restrict or prevent the Customer's use of the Product until all payments have been made.

ARTICLE 8 - LIABILITY FOR DEFECTS AND DAMAGE 

8.1 The Customer acknowledges and expressly agrees to use the Service at its own risk, with the Product within the Service being provided as "standing and lying" and as "available". 

8.2 MediCloud represents that the Service is provided to a standard quality to substantially comply with the specification and functionality set out in the User Manual and is in accordance with legal requirements and free from legal defects. 

8.3 In the event of functional defects in the Service that prevent the Customer from using the Service in accordance with the specification and functionalities set out in the User Manual, the Customer shall be entitled to have the defect rectified free of charge by Service Support in accordance with clause 6 of these GTC. 

8.4 MediCloud makes no warranties that the Service is error free or that they will meet the Customer's requirements or that the Customer's use of the Service will be uninterrupted. No information, whether oral or written, obtained by the Customer from MediCloud or through the Service shall constitute any warranty unless expressly so stated in these GTC. 

8.5 MediCloud is not responsible for the content of information, including personal information, posted and provided by the Customer and/or Users through the Service.

8.6 MediCloud shall not be liable for any damages, including damages incurred by the Customer by entering incorrect information when using the Service. 

8.7 The Customer acknowledges that MediCloud is not responsible for the quality and availability of telecommunications networks and for any related Internet access complications. 

8.8 In order to ensure optimal functioning and improvement of the functionality of the Product when using the Service, the Customer grants MediCloud permission to access the information, including personal data, provided in the course of using the Service.

8.9 MediCloud shall not be liable for any damages caused by unavailability or failure of the Service, including business loss, loss of business information, corruption of computer data or any other loss caused by improper use of the Service, unprofessional work or interference with the Product by the Customer and/or Users, which are deemed inappropriate due to the nature and specifics of the Service.

8.10 As some states and some jurisdictions do not allow the waiver of liability, but allow its limitation, the liability of MediCloud and/or its employees shall be limited to the standard price for the Service according to MediCloud's current price list.

8.11 MediCloud shall not be liable for occupational health services and/or medical examinations provided and performed. In the event that occupational health services and/or medical examinations are ordered by the Customer-Employer, a legal relationship is established directly between the Customer-Employer and the Customer-Doctor or the Customer-Occupational Health Service Provider, whereby for the medical examinations or occupational health services performed, the doctor or occupational health service provider will charge the Customer-Employer directly for the payment of the fees.   

ARTICLE 9 - CUSTOMER'S OBLIGATIONS 

9.1 The Customer is fully responsible for the information and data, including personal data, that Users disclose through the Service and for their compliance with the law. 

9.2 The Customer shall ensure that each User of the Service designated by it does not copy, rent, lease, sell, distribute the Service in whole or in part and by any means.

9.3 The Customer shall ensure that each User appointed by it uses the Service in accordance with the information and instructions provided by MediCloud as part of the User's training.

9.4 The Customer shall notify MediCloud of any changes to its contact details. 

9.5 The Customer shall ensure that Users designated by it protect the username and password for their account and keep them confidential. 

9.6 Customer acknowledges that the Service is operated at the data centers of Microsoft Corporation, located at One Microsoft Way, Redmond, WA 98052-6399 ("Microsoft") under an agreement identified as the "Microsoft Online Subscription Agreement", the most current version of which is posted on Microsoft's website (https://azure.microsoft.com/en-us/support/legal/subscription-agreement/) (the "Microsoft Agreement"). The Customer declares that it has read the contents of the Microsoft Agreement, in particular the circumstances under which Microsoft may suspend access to the Service.

9.7 The Customer-Employer acknowledges that if the Customer-Employer orders medical examinations from the Customer-Doctor or the Customer-Occupational Health Service Provider through the use of the Service, there is no obligation on the part of MediCloud to provide, arrange or procure the performance of the medical examinations or occupational health services. 

ARTICLE 10 - PERSONAL DATA 

10.1 In connection with the provision and use of the Service under the MediCloud Service Contract and these GTC, the Parties undertake to comply with the rights and obligations set out in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("General Data Protection Regulation" or "GDPR") and Law no. 18/2018 Coll. on the protection of personal data, as amended, which are specifically reflected in a separate contract for the processing of personal data concluded between MediCloud as processor and the Customer as controller pursuant to Article 28 of the GDPR. The Personal Data Processing Agreement forms a separate MediCloud Service Agreement.

ARTICLE 11 - CONFIDENTIALITY OF INFORMATION

11. 1 For the purposes of these GTC, the term "Confidential Information" shall mean, in relation to a Party, any information (whether provided orally, visually, in writing, electronically or in any other form) of a technical, manufacturing, commercial, financial, operational, planning, marketing, economic or any other nature relating in any way to that Party, including, but not limited to, intellectual property rights (for example, in the case of MediCloud, the machine code and source code of the Product) and personal data (as defined under the applicable data protection regulations), processed by such Party for any purpose whatsoever, whether or not such information is subject to banking or trade secrecy or is otherwise protected under applicable law, but excluding information that, at the time of disclosure to the other Party, was (i) already part of the public domain, (ii) has been disclosed to the other Party on a non-confidential basis by a person who is authorised to disclose it and is not under a duty of confidentiality to the disclosing Party; or (iii) has been acquired by the other Party through its own activities.

For the avoidance of doubt, the Confidential Information will in any event include any information relating to the existence of the MediCloud Service Agreement, its contents and terms, the transactions contemplated by it or any additional matters.

11.2 Each Party shall keep in complete confidence and protect all Confidential Information of the other Party disclosed to the receiving Party in connection with the MediCloud Services Agreement and/or these GTC in any manner or form.

11. 3 Each Party shall remain bound by its obligations under the MediCloud Services Agreement and these T&Cs with respect to any Confidential Information of the other Party unless and until (i) such Confidential Information becomes publicly available other than by the Receiving Party's actions in violation of this Section 11, or (ii) it is disclosed to the receiving Party on a non-confidential basis by a person who is authorized to disclose it and who is not under a duty of confidentiality to the disclosing Party.

ARTICLE 12 - FINAL PROVISIONS 

12.1 MediCloud reserves the right to change these GTC. If they are updated or changed, the updated T&Cs will be published on the MediCloud Website and the Customer will be notified without delay. The updated GTC shall become effective and binding on the next business day following their publication. 

12.2 In the event of Customer's disagreement with a change to these GTC, Customer shall notify its disagreement no later than fifteen (15) business days after receiving notice of the change; if Customer delivers such notice, the unchanged GTC shall apply to the Service. 

12.3 Any request, consent, notice, termination or any other notice or communication relating to or in connection with the MediCloud Service Agreement and/or these GTC ("Notice") shall be in writing in the form of a separate official document attached to the email message. Notices shall be deemed to have been delivered only if delivered by electronic mail to the addressee's email address set forth in this MediCloud Services Agreement. Any Notice shall be deemed validly delivered upon receipt of the requested delivery confirmation from the addressee, or three (3) days after the sender sends the email to the addressee's email address designated in accordance with this Section, unless the sender receives an automated response that the email has not been delivered.

12.4 These MediCloud GTC are valid and effective and applicable to contractual relations with Customers from 1.5.2024.