Last updated: 01/05/2020
1.1 Contractual partners are bio.logis Genetic Information Management GmbH (hereinafter bio.logis GIM), Olof-Palme-Strasse 15, 60439 Frankfurt am Main, Germany (district court of Frankfurt am Main HRB 97945) and the customer who is not a consumer according to § 13 of the German Civil Code (BGB).
1.2 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.
2.1 Unless otherwise agreed upon by the customer and bio.logis GIM, the contract is concluded with the receipt of the acceptance of the respective offer, but not later than with the begin of the service performance by bio.logis GIM.
3.1 The contractual object is defined by these T&C as well as the specific offer and, if applicable, additional terms defined in specific service descriptions.
3.2 bio.logis GIM offers its customers the software solution „Genetic Information Management System“, „GIMS“ in its agreed version. „GIMS“ is being operated by bio.logis GIM on servers of Deutsche Telekom AG in Germany.
3.3 „GIMS“ can based on its functionalities support physicians in making a diagnosis. It does not, however, relieve physicians from their duty to make their own diagnosis for which they are solely responsible.
3.4 The customer can agree with bio.logis GIM in particular upon the product variants of „GIMS“ described in §4 of these T&C.
3.5 Upon request, bio.logis GIM can provide the customer with individually designed software functionalities. In this case the parties will conclude an individual contract for this.
4.1.1 GIMS.pharma is a software solution for the processing of pharmacogenetic diagnostics. It is a flexible software platform which has been designed to be adapted to customer-specific workflows and integrated into the customer’s existing IT infrastructure.
4.1.2 GIMS.pharma supports die translation of laboratory result data into clinical recommendations, which can be provided in different formats. In addition, the customer can provide physicians and patients with access to results via a customer-specific web portal as well as a mobile app.
4.1.3 The required diagnostic content as well as the corresponding rule set are incorporated into a Content Management System in advance by bio.logis GIM. The content consists of official dosing guidelines provided by external expert groups, for example the Royal Dutch Association of Pharmacists (KNMP).
4.1.4 Customers can access the content in the Content Management System, can edit it or amend it with their own content. Upon request by the customer, incorporating additional content from third parties as a contractual service by bio.logis GIM is also possible.
4.1.5 GIMS.pharma consists of the following functionalities:
5.1 For accessing the software solution „GIMS“ and using its functionalities the latest version of the web browser „Firefox“ is required.
5.2 In order to use „GIMS“ and its functionalities the customer transmits result data from laboratory analyses into the Content Management System. For this purpose bio.logis GIM will create input and output interfaces to „GIMS“. Alternatively, the customer can be provided with a secure web client for a manual upload of laboratory data as well as a manual download of results.
5.3 bio.logis GIM will provide the customer with a customer-specific version of the web portal as well as the mobile app for delivering results, which can be equipped with the customers logotype and design.
5.4 After the implementation of the software system has been completed, bio.logis GIM will test its functionality. For this purpose the customer will transmit laboratory result data to „GIMS“ in consultation with bio.logis GIM. If the result data is processed completely and without errors according to the workflow specified in the corresponding offer, the customer will declare approval immediately. In this case, the implementation is regarded as fulfilled according to contract („Go Live“). In the course of the implementation process the customer will be trained in working with the software. Additional training will be charged separately.
5.5 The contractor will install new system releases on the customer´s software entity as they become available. The customer will be informed of the installation of new system releases ahead of time.
5.6 Cost for further developments, new functionalities and features, security updates, content updates, etc. are included in the operational fee during the contract term. This does not apply to customer-specific feature requirements, which are not covered within the planned development of the software.
6.1 „GIMS“ is 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.
6.2 The customer can email bio.logis GIM about disturbances using the following address: firstname.lastname@example.org
6.3 When reporting a disturbance, the customer is asked to describe it in as much detail as possible to ensure the most efficient troubleshooting.
7.1 All compensation and incidental costs are net cost exclusive of applicable VAT.
7.2 The one-time implementation fee is due after acceptance of the respective offer.
7.3 Client specific requirements and customizations beyond the implementation / set-up described in the corresponding offer, will be charged at cost. For feature requests the contractor will compile a separate offer and provide it to the customer.
7.4 The implementation will start after the acceptance of the offer according to a timeline agreed upon by both parties.
7.5 Travel expenses and costs for working meetings and workshops are charged separately. The necessity of cost-relevant business travels will be discussed upfront and agreed upon by both parties.
7.6 Operational fees are due in advance for 12 months starting in the calendar month following Go-Live, see also §5.4 of these T&C. Upon contract extension, the operational fees are due in advance to the first calendar day of the new 12 month period.
7.7 For the production of patient-specific results and Medication Safety Cards the customer has to purchase credits in advance. Credits are valid for 12 months after the purchase. Credits which are not used within this period will expire. One credit will be charged per analysis, respectively per patient. There is no limitation with regard to how often results can be accessed.
7.8 All compensation items are payable in full once the customer has received the relevant invoice. After 14 calendar days, the client is deemed in arrears even if no reminder has been sent. §247, para. 1 of the German Civil Code applies.
7.9 The amount due is to be transferred to the bank account specified in the invoice. It has to be credited to the account at the latest on the fifteenth day after invoice receipt.
7.10 The customer is only entitled to an offset right if counterclaims are legally established and undisputed. The customer has a right of retention only for counterclaims resulting from this contractual relationship.
7.11 bio.logis GIM reserves the right to increase the operational fees within reasonable bounds starting the second year of the contract term. A price increase has to be announced by bio.logis GIM in writing 3 months in advance. At a price increase of more than 10% over the prior year, the customer will have a one-time extraordinary right to terminate the contract. This right can be exercised by the customer within 3 months after the price increase has been announced by bio.logis GIM.
8.1 Any dates mentioned are non-binding projected completion dates unless they are agreed as binding service dates in the offer.
9.1 bio.logis GIM provides the customer with access data and certificates for an encrypted connection to „GIMS“. 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 access data and certificates the customer bears the costs for the provision of new access data and certificates and for blocking outdated access data and certificates.
10.1 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.
10.2 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.
11.1 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.
12.1 bio.logis GIM only assumes liability according to the following provisions:
12.1.1 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.
12.1.2 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.
12.1.3 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 10,000.00 per case of defect, or to a total maximum of EUR 50,000.00 per contract. Insofar as the compensation paid by the customer as per Sect. 7 of these T&C up to the time at which the damage occurred is less than the liability amounts named as per Sect. 12 of these T&C, liability is limited to the compensation paid up to that point.
12.1.4 Strict liability for initial defects as per Sect. 536a Para. 1 Item 1 Alt. 1 of the German Civil Code is excluded.
12.1.5 Any further liability of bio.logis GIM is excluded. Claims from any guarantees issued by bio.logis GIM remain unaffected.
12.1.6 bio.logis GIM assumes no liability for resulting damages of the customer from loss of data residing on their IT systems.
13.1 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.
13.2 The information is no longer regarded as confidential information as per Sect. 13 of these T&C if it
13.3 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.
14.1 bio.logis GIM does not acquire rights to data processed by the customer while using the services provided by bio.logis GIM (especially personal data of third parties). bio.logis GIM does however have the right to use the data exclusively on instruction of the customer for the fulfillment of this contract while complying with the following conditions.
14.2 In case of the processing of personal data on behalf of the customer, bio.logis GIM will process, use or access this data exclusively within the boundaries of the respective contract and on instruction of the customer. A data processing agreement will be signed before the service is initiated.
14.3 In case of contract data processing, the customer is generally responsible for the compliance with the European General Data Protection Regulation (GDPR) with regard to personal data.
14.4 bio.logis ensures the technical and organizational security measures according to art. 32 of the EU-GDPR.
15.1 The contract duration is stated in the respective offer.
15.2 The contract shall be extended automatically by one year if it is not terminated with a period of three (3) months to the end of the contractual year.
15.3 The right to extraordinary termination remains unaffected. An important reason entitling bio.logis GIM to termination without notice is in particular if
15.4 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.
16.1 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.
16.2 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.
16.3 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.
16.4 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.
16.5 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.