General Terms and Conditions 
of 
bio.logis Genetic Information Management GmbH

Last updated: 12/1/2016

Sect. 1 General Information

(1) These general terms and conditions (”T&C”) of bio.logis Genetic Information Management GmbH (”bio.logis GIM”) apply to the services to be rendered by bio.logis GIM to its customers (referred to as “parties”) in relation to its Diagnostic Report Module and Delivery Module software modules of the Genetic Information Management Suite (“GIMS”).
(2) These T&C exclusively apply to businesspersons as per Sect. 14, German Civil Code (“BGB”). bio.logis GIM concludes no contracts with consumers as per Sect. 13 BGB; i.e., these T&C do not apply to consumers. 
(3) The customer’s general terms and conditions do not apply to the contractual relationship between customer and bio.logis GIM unless bio.logis GIM has explicitly agreed to their application in writing. This also applies if bio.logis GIM renders its services unconditionally while aware of the customer’s contradictory conditions or conditions which differ from our T&C.
(4) A contract including these T&C is concluded between bio.logis GIM and the customer when the customer accepts a quotation by bio.logis GIM.

Sect. 2 Contractual Object

(1) bio.logis GIM offers its customers different software modules to use in their agreed version. The software modules are hosted by bio.logis GIM as software-as-a-service (“SaaS”) on Deutsche Telekom AG servers in Germany. On customer request, it is also possible to host the software modules on Deutsche Telekom AG servers outside of Germany.
(2) By default, bio.logis GIM offers its customers the following software modules for use:

  • Diagnostic Report Module (“DRM”) as per Sect. 3 of these T&C; and
  • Delivery Module (“DM”) as per Sect. 4 of these T&C.

To clarify: Based on their functionalities described in Sect. 3 and Sect. 4 of these T&C, DRM and DM can be used to support physicians in making a diagnosis. They do not, however, relieve physicians from their duty to make their own diagnosis. The physician remains responsible for making a diagnosis.
(3) On request, bio.logis GIM provides the customer with further software modules or customized software features. In that case, the parties conclude a dedicated contract.

Sect. 3 “DRM” Software Module

(1) Within the framework of DRM, the customer is provided with a content management system for creating and maintaining medical and scientific content (“data and content”). DRM also contains a genetic report engine. Based on the data transmitted by the technical data of the laboratory analysis (“findings”), this engine summarizes the data and content created and maintained by the customer into diagnostic reports. These diagnostic reports are transmitted as structured data to the customer’s information management system for embedding them in the customer’s own report layout.
(2) On request and as part of DRM, bio.logis GIM provides its customers with general medical and scientific information, collected by bio.logis GIM from specialized and internationally recognized data sources (e.g., records by OMIM, Ensembl, PharmGKB, etc.) or created and curated by bio.logis GIM scientists.
(3) To access DRM, the customer needs to use the latest version of the “Firefox” Web browser.
(4) The relevant quotation lists further details about content and scope of services as per Sect. 3 (1) and (2) of these T&C. The parties agree in particular on the specification, type, and structure of the data and content transmitted by the customer to DRM.

Sect. 4 “DM” Software Module

(1) DM is a Web portal enabling bio.logis GIM customers (e.g., medical laboratories or other medical institutions) by way of access data to provide their clients (e.g., patients) (“third-party customers”) with access to data, content, and diagnostic reports by converting data, content, and diagnostic reports, which the customer created using DRM or directly transmitted to DM, into customized genetic health records (“GHR”).    Data, content, and diagnostic reports are assigned using an ID defined by the customer. In addition, bio.logis GIM offers its customers to inform third-party customers about the availability of new information and documents in GHR, provided the third-party customer has stored their e-mail address for that purpose.
(2) bio.logis GIM creates the required access data and sends them to the customer or to a third-party customer, if requested by the customer. To access DM, third-party customers need to use the latest version of the “Firefox” Web browser.
(3) On request and as part of DM, bio.logis GIM provides its customers with general medical and scientific information, collected by bio.logis GIM from specialized and internationally recognized data sources (e.g., records by OMIM, Ensembl, PharmGKB, etc.) or created and curated by bio.logis GIM scientists.
(4) The relevant quotation lists further details about content and scope of services as per Sect. 4 (1) to (3) of these T&C.

Sect. 5 Implementation Stage

(1) In order to use the module, bio.logis GIM creates an input and output interface to DRM. The customer can use the input interface for transmitting findings from their IT systems to DRM. The output interface is used by bio.logis GIM for returning diagnostic reports in the form of structured data to the customer’s information management system. In the contract, the parties specifically define content and scope of the input and output interfaces to be created. 
To clarify: The service rendered by bio.logis GIM excludes the creation of an input or output interface from or to the customer’s information management system, unless expressly ordered by the customer.
(2) In order to use DM as a stand-alone solution without using DRM at the same time requires the creation of an input interface to DM.
To clarify: The service rendered by bio.logis GIM excludes the creation of an output interface from the customer’s information management system, unless expressly ordered by the customer.
(3) Following completion of an interface, bio.logis GIM tests its functionality using data transmitted by the customer to DRM or DM after consultation with bio.logis GIM. If the customer’s data are transmitted to DRM or DM completely and free of errors, the customer instantly declares their release and the input creation is deemed contractually fulfilled. 
(4) At the start of the productive use of a software module as per Sect. 3 and Sect. 4 of these T&C, bio.logis GIM provides the customer on request with one or more employees for training and advising the customer’s employees on the software module’s use (“consultancy services”). Content and scope of these consultancy services are based on the relevant quotation.

Sect. 6 Availability of the Software Modules

(1) The software modules as per Sect. 3 and Sect. 4 of these T&C are available to the customer with an average uptime of 97% per contractual year (“hours of operation”). Hours of operation are exclusive of scheduled maintenance, updates, upgrades, or other interventions and disruptions caused by the customer.
(2) The customer can e-mail bio.logis GIM about disturbances using the following address:
gims-support@gim.biologisgroup.com
(3) When reporting a disturbance, the customer is asked to describe it in as much detail as possible to ensure the most efficient troubleshooting.



Sect. 7 Compensation

(1) Compensation for using the software modules as per Sect. 3 and Sect. 4 of these T&C is structured as follows:

  • DRM: Monthly provisioning fee, plus fixed rate per generated diagnostic report.
  • DM: Monthly provisioning fee, plus fixed rate per generated GHR.

In the contract, the parties specifically define the fee to be paid and when the customer starts paying that fee.
(2)For services as per Sect. 5 of these T&C, the parties specifically define the type (e.g., flat fee, compensation on a T&M basis) and amount of compensation.
(3) All compensation items are payable in full once the customer has received the relevant invoice. After 14 calendar days, the customer is deemed in arrears even if no reminder has been sent. Sect. 247 Para. 1 BGB applies.
(4) Travel expenses and charges to be reimbursed are based on the relevant quotation.
(5) In the event that the client chooses the prepaid offer of bio.logis GIM, an amount of points corresponding to the invoice total is debited from the client’s point account containing previously loaded points.
(6) All the fees mentioned in the quotation are exclusive of statutory VAT owed to bio.logis GIM.

Sect. 8 Dates

Any dates mentioned are non-binding projected completion dates unless they are agreed as binding service dates in the quotation.

Sect. 9 Customer’s Special Duties of Cooperation

bio.logis GIM provides the customer with access data and certificates for an encrypted connection to the software modules as per Sect. 3 and Sect. 4 of these T&C. The client is obligated to keep these data in a safe place and to prevent third-parties from accessing them. In case of a loss of these access data and certificates or a violation of Sect. 9 Item 1 of these T&C, the customer bears the costs for recreating these access data and certificates and for blocking outdated access data and certificates.

Sect. 10 Force Majeure

(1) Cases of force majeure include outside events caused externally by elementary physical agents or actions of third parties, which are unforeseeable by human intelligence and experience and which cannot be avoided with economically tolerable means even with the utmost diligence that can reasonably be expected, such as natural disasters, war, or terror attacks. Industrial action and hacker attacks are also classified as force majeure as per Sect. 10 (1) Item 1 of these T&C.
(2) In the event that force majeure becomes a hindrance in rendering contractually agreed services and duties of either party, it informs the other party without delay. The parties instantly agree on further steps to take. The service obligation is voided for both parties for the duration of the service hindrance. Projected completion dates and bindingly agreed service dates, if applicable, are delayed by the duration of the service hindrance plus a suitable restarting period.

Sect. 11 Liability for Material Defects

Potential claims for damages and reimbursement of expenses notwithstanding, the customer is granted the following rights in case of material defects:
In case of defects, the customer is not entitled to reduce running rental payments. A potential right for reclaim on condition of paid rental fees remains unaffected. In addition, statutory regulations on liability for material defects apply.

Sect. 12 Liability

bio.logis GIM only assumes liability according to the following provisions:
(1) bio.logis GIM assumes liability for statutory claims for damages caused by intent or gross negligence of bio.logis GIM’s legal representatives or executive employees and for culpably caused damages from a violation of life, body, or health, for a lack of assured properties, for fraudulent intent, and according to the product liability law.
(2) bio.logis GIM assumes liability for claims for damages limited to the level of foreseeable damage typically caused by this type of contract for damages from a (slightly) negligent violation of essential contractual duties or cardinal duties and for damages caused by bio.logis GIM’s ordinary vicarious agents with gross negligence or with intent without violating essential contractual duties or cardinal duties.
Essential contractual duties or cardinal duties include duties whose fulfillment is required to enable proper execution of the contract, whose violation compromises achieving the purpose of the contract, and whose compliance the customer is entitled to expect.
(3) In cases of fault-based liability - with the exception of intent and gross negligence - the liability of bio.logis GIM as per this contract is limited to EUR […] per case of defect, or to a total maximum of EUR […]. Insofar as the compensation paid by the customer as per Sect. 7 (1) and (2) of these T&C up to the time at which the damage occurred is less than the liability amounts named as per Sect. 12 (3) Item1 of these T&C, liability is limited to the compensation paid up to that point.
(4) Strict liability for initial defects as per Sect. 536a Para. 1 Item 1 
Alt. 1 BGB is excluded.
(5) Any further liability of bio.logis GIM is excluded. Claims from any guarantees issued by bio.logis GIM remain unaffected.
(6) bio.logis GIM assumes no liability for resulting damages of the customer from loss of data residing on their IT systems.

Sect. 13 Confidentiality

(1) The parties undertake to maintain unlimited secrecy about any and all of the information they have become or are aware of about either party, which is classified as confidential or recognizable as business and trade secrets based on other circumstances (“confidential information”) and to refrain—unless required for fulfilling the contractual purpose—from recording or forwarding or utilizing it in any other way unless either party explicitly agrees in writing to disclosing or using it or unless the confidential information must be disclosed due to a law, a court decision, or an administrative decision.
(2) The information is no longer regarded as confidential information as per Sect. 13 (1) of these T&C if it

  • was previously known to the other party without the information being subject to the obligation of secrecy; or 
  • is generally known or becomes known without violating the obligation of secrecy as per Sect. 13 (1) of these T&C; or
  • is disclosed to the other party by a third party without violating the obligation of secrecy as per Sect. 13 (1) of these T&C.

(3) Using suitable understandings with the employees and agents working for them, the customer ensures that they are also subject to an unlimited obligation of secrecy as per Sect. 13 (1) of these T&C.

Sect. 14 Customer Data and Data Protection

Complying with data protection provisions is very important to bio.logis GIM. Gathering, processing, or utilizing personal data is therefore strictly governed by data protection provisions. Within the framework of the services to be rendered by bio.logis GIM as per Sect. 2 to Sect. 6 of these T&C, personal data are gathered, processed, and utilized on behalf of the customer by bio.logis GIM as per Sect. 11 of the Federal Data Protection Act (BDSG). With that in mind, the parties conclude an order data processing agreement prior to rendering the service. In terms of personal data, the customer remains the responsible body and is to check at all times whether gathering, processing, and utilizing personal data by bio.logis GIM as per Sect. 2 to Sect. 6 of these T&C is justified by data protection provisions.

Sect. 15 Contract Duration and Termination

(1) The contract duration depends on the relevant quotation.
(2) A contract can be terminated with a period of six (6) calendar months to the end of the contractual year.
(3) The right to extraordinary termination remains unaffected. An important reason entitling bio.logis GIM to termination without notice is in particular if

  • the customer, despite a reminder, is in arrears for more than two (2) contractual months with payment of a due compensation;
  • insolvency proceedings against the customer’s assets have been requested to be opened, have been opened, or have been rejected to be opened due to a lack of assets or if liquidation is in initiated by bio.logis GIM itself or third parties;
  • a reason for insolvency as per Sect. 17 to Sect. 19 Insolvency Code (InsO) exists at the customer’s;
  • the customer’s financial circumstances deteriorate in a way that makes proper contract fulfillment unlikely even if no reason for insolvency as per Sect. 17 to Sect. 19 Insolvency Code (InsO) exists.

(4) Declarations of termination must be made in writing to be effective. Meeting this requirement is the prerequisite for rendering a termination effective. Fax and e-mail are not sufficient to meet the requirement of the written form.

Sect. 16 Miscellaneous

(1) The customer can offset their own claims only if their demand is undisputed, legally asserted, or recognized. Sect. 16 Item 1 of these T&C does not apply if a claim based on a poor service by bio.logis GIM is used to offset this compensation claim. Exercising a right of retention not based on a right from the relevant contractual relationship is not permissible.
(2) Assigning the rights and duties from a contract concluded between the customer and bio.logis GIM is only permitted with bio.logis GIM’s prior written approval.
(3)The right of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods dated April 11, 1980 (Vienna CISG Agreement), applies to these T&C.
(4) Frankfurt am Main, Germany, is the place of jurisdiction, provided the customer is a merchant, legal entity of public law or a Federal Special Fund under public law.
(5) If any regulations of these T&C are or become ineffective, the validity of the remaining regulations remains unaffected. In place of the ineffective regulation, the parties undertake to agree on a legally admissible regulation coming as close as possible to the economic purpose of the ineffective regulation. The same applies to any contractual gaps.

The Management