Terms and Conditions

OpenEDC Health UG (haftungsbeschränkt)

By creating an account through the website of OpenEDC Health UG (hereinafter referred to as OpenEDC), located at openedc.app, you (the customers) accept the following General Terms and Conditions. In some cases, an account may be provided to you by a party you collaborate with.

These General Terms and Conditions consist of eight provisions that should be observed when using the services. Although these eight conditions may seem standard and obvious to some, please read these terms of use carefully. These terms of use not only serve to protect our interests, but compliance with these conditions also protects your own interests and the interests of third parties. Violation of these conditions may result in the blocking of your account or even damages.

1. Introduction

1.1 General

These terms and conditions apply to all contracts for deliveries and services from OpenEDC. We only accept counter-confirmations from the customer referring to their own terms and conditions to the extent that they do not contradict our terms and conditions. Supplementary or deviating agreements require the express written consent of OpenEDC. Customers are defined as any natural or legal person who has registered or entered into a contract with OpenEDC.

1.2 Changes

OpenEDC reserves the right to change these terms and conditions at any time and without stating reasons in a reasonable manner for the customer. Changes will be communicated to the customer by email at least 2 months before the amended terms and conditions come into effect. If the customer does not object to the amended terms and conditions within two weeks of receiving the email from OpenEDC regarding the changes, silence shall be deemed as consent to the amended terms and conditions. These will then become part of the contract from the date of the change. If the customer objects to the changes in the terms and conditions and can prove that the changes are unreasonable, the customer has the right to terminate the contract.

2. Conclusion of Contract

2.1 Subject of Contract

The subject of the contract is the provision of OpenEDC’s software under the Software-as-a-Service (SaaS) model for use over the Internet, as well as the storage and processing of customer data (Data Hosting). In addition, the customer has the possibility to commission consulting, training, and development services from OpenEDC’s employees within the framework of the contract. The provision of these services is carried out after individual agreement between the customer and OpenEDC.

2.2 Conclusion of Contract

The contract between the customer and OpenEDC is concluded through registration via OpenEDC’s website. The provision of the service is subject to availability if it depends on third parties and they cause the unavailability. After a delay in performance of more than 4 weeks, the customer has the right to set a deadline of at least 14 days for performance. After expiry of this deadline, the customer may withdraw from the contract by written declaration if the performance has not been rendered by then. Any advance payments already made will be refunded in this case, with the customer offsetting any services received. Unless gross negligence or intent is present, damages for delayed performance are excluded.

2.3 Registration

After registration via OpenEDC’s website, the customer will receive a personal account. These access data must not be passed on. The customer is responsible for their secure storage. Registration under a false name and with fictitious email accounts is not permitted. In the case of obviously fictitious information, OpenEDC reserves the right to delete the account. The customer shall be liable for any damages resulting from non-compliance.

2.4 Provision of Software

During the subscription period, OpenEDC provides the software in the current version via the Internet for use. All usage rights not expressly granted remain with OpenEDC or, if different, with the respective copyright holder.

For software operation, OpenEDC stores the software on a server that is accessible to the customer via the Internet.

OpenEDC provides free updates during the contract term. There are no additional costs for support and upgrades. The following services are not regular support services and are therefore subject to charges:

The support channels offered depend on the selected tariff.

OpenEDC continuously monitors the functionality of the software and eliminates any software errors that restrict or make the use of the software impossible to the best of its technical capabilities. OpenEDC is entitled to add and remove new features to the software. If the removal of features unreasonably restricts the use for the customer, the customer shall have an immediate right to terminate the contract.

2.5 Remuneration

The remuneration for the use of the software (subscription) is based on the scope of the subject of the contract as defined in 2.1. If the customer chooses a paid subscription, they undertake to pay OpenEDC the agreed monthly fee for the provision of the software and data hosting, plus the applicable value-added tax. If the customer is in arrears with a payment for at least 30 days, OpenEDC is entitled to refuse performance until the outstanding remuneration has been paid. This can be done, for example, by blocking access to the software. If the customer is in arrears with a payment for at least 60 days, OpenEDC is entitled to terminate the entire contractual relationship without notice. It is understood that any claims for outstanding payments by the customer shall remain unaffected by such extraordinary termination.

OpenEDC is entitled to reasonably increase the fees and shall notify the customer of this no later than 2 months before the expiry of the current payment cycle by email. Regardless of any special agreements, the customer has the right to terminate the contract at the end of the current payment cycle if the price increase exceeds 5%.

2.6 Upgrade/Downgrade

Upgrading to a more expensive subscription or adding users is possible at any time without notice in the respective subscription. Downgrading to a cheaper subscription or removing users is possible at the end of the current billing period. Features that are tied to a specific subscription will be activated or deactivated upon the upgrade or downgrade taking effect.

2.7 Termination

The contract is concluded for an indefinite period. Termination (including for free subscriptions) is possible at the end of the current billing period in the respective account. After termination, OpenEDC has the right to delete the account, including all data, upon the termination taking effect. The customer has the option to independently export their data in a machine-readable format before the termination takes effect.

The immediate termination of the contract for good cause remains reserved to the parties. Good cause exists in particular for OpenEDC if the customer:

OpenEDC has the right to terminate free accounts with a notice period of 30 days at any time.

3. Use

3.1 Abuse of the Software and Responsible Use

The use of OpenEDC’s services is at the customer’s own expense and risk. The customer is responsible for using a secure device with a stable internet connection and an up-to-date web browser.

The customer acknowledges and agrees that they alone are fully responsible for the way they use OpenEDC’s services. In this context, they hereby guarantee that they will not use OpenEDC’s services in violation of laws or regulations that may apply to them, OpenEDC, or the individuals whose information they want to process through OpenEDC’s services.

Furthermore, the customer agrees not to violate OpenEDC’s rights or the rights of third parties. Without prejudice to the foregoing, this includes, for example:

3.2 Access to the Software

The customer undertakes suitable precautions to prevent unauthorized access by third parties to the software. This includes, in particular, keeping the password secret and not making it accessible to third parties. The customer is also responsible for informing their employees (hereinafter referred to as “users”) about this. The password should be chosen and set by the user themselves. Users are responsible and liable for all actions carried out from their account. They are obliged to inform OpenEDC immediately if they become aware of or suspect that their account or access data is in the hands of unauthorized third parties. Furthermore, users are obliged to take immediate effective measures, such as changing their login credentials.

OpenEDC strongly recommends activating two-factor authentication to ensure that the user’s account is protected even if the password or email account is compromised.

3.3 Data in the Software

The customer guarantees that the use of OpenEDC’s services and all data stored or otherwise processed with the help of the services do not violate applicable law or the rights of third parties. Furthermore, the customer expressly guarantees that they have a valid legal basis for processing personal data if they use OpenEDC’s services to process personal data.

Unless strictly necessary, the customer should not use OpenEDC’s services to store or otherwise process directly identifiable personal information (e.g. names, addresses, social security numbers, etc.) without ensuring that the customer uses (additional) security measures to secure such information, such as encryption functions to encrypt such information.

The customer shall defend, indemnify, and hold OpenEDC harmless for all claims, suits, proceedings, losses, damages, expenses, and costs arising out of or in connection with the breach of the above representations and warranties.

3.4 Use for Medical Research

The customer is aware that OpenEDC is designed as a research tool. Content found in the software or on the website does not constitute medical advice and should not be relied upon as a basis for medical decisions. OpenEDC has no direct control over how the provided services are used. Everything the customer does with OpenEDC’s services and all data processed with the services are solely the responsibility of the customer.

The customer acknowledges that the use of OpenEDC is subject to regulations related to medical research. The customer is aware that all actions are logged in an audit trail and linked to usernames and IP addresses. These actions may include logging in or out, creating forms, managing users, entering, removing, or modifying data, sending surveys, and changing settings.

OpenEDC’s services may contain information derived from or referring to third-party websites, products, or services (e.g. through hyperlinks, banners, or buttons). Since OpenEDC has no control over such third-party websites, products, or services, the customer agrees that OpenEDC is not responsible or liable for the content of this information, websites, products, or services.

4. Data Protection & Data Security

4.1 Personal Data of Users

Privacy is of the utmost importance to OpenEDC. Personal data of users is treated with particular care. Users agree that their personal data will be stored and processed. Personal data will not be disclosed to third parties without the users’ notice and explicit consent, except when disclosure is necessary for one of the following reasons:

Users will be informed about product news within the software and via email. The contracting parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR).

For contract processing, handling of the business relationship, and as part of the use of the software, OpenEDC collects personal data from individuals associated with the customer. This data is used by OpenEDC exclusively in accordance with the Federal Data Protection Act. Under no circumstances will it be disclosed to third parties for advertising purposes. The provider is entitled to collect, process, use, and store personal data necessary for the processing of the business relationship in accordance with the Federal Data Protection Act and the Telemedia Act.

Unless applicable data protection laws are violated, OpenEDC is permitted to perform aggregated evaluations on the stored data and use this data to improve the product.

4.2 Confidentiality

OpenEDC undertakes to maintain confidentiality regarding all business or operational secrets that come to its knowledge in the preparation, execution, and fulfillment of the contract, and not to disclose or otherwise exploit them.

OpenEDC is entitled to mention the customer using the company name and logo as a reference and to use them in a suitable manner for marketing and sales purposes, unless the customer objects to this point in writing.

4.3 Data Security and Data Provision

OpenEDC is obligated to take appropriate measures to prevent data loss and unauthorized access by third parties to the user’s data.

To secure all data generated during use, OpenEDC creates a backup at least once a day. This backup is stored on other servers that are redundantly secured multiple times. The customer has no right to restore their data in the event of data loss due to their own fault. Individual data reconstruction is possible upon request and will be charged based on effort.

The customer always remains the sole owner of the data and can therefore demand the release of individual or all data from OpenEDC at any time, especially after termination of the contract, without OpenEDC having a right of retention. The data will be released through an export function in the software. The customer has no claim to receive the software suitable for using the data as well.

5. Defects & Warranty

5.1 Defects

OpenEDC provides the service essentially as specified on OpenEDC’s website for normal use under normal circumstances.

If the services to be provided by OpenEDC under this agreement are defective, OpenEDC will remedy the defects or provide the services again at its discretion within a reasonable period of time after receiving a defect complaint. The customer is obligated to report defects to OpenEDC immediately through the usual support channel. If the customer has not booked support, they can send the defects to the contact address provided in OpenEDC’s imprint. If OpenEDC fails to remedy the defects or provide a replacement within a reasonable period of time, the customer is entitled to either reasonably reduce the price of the service or terminate the contract, at their discretion.

5.2 Availability

In the event of a system availability of essential functions of the software falling below 95% within the last 30 days, the customer can reduce their compensation accordingly. This data will either be made publicly available by OpenEDC or provided upon request if the data is not publicly available.

5.3 Warranty

OpenEDC does not provide any assurance, guarantee, or warranty that:

a) The use of the products meets the requirements or expectations of the customer.

b) All defects or errors regarding the products or the software provided by the customer as part of the product will be fixed, unless they do not affect the core functionality.

Unless expressly agreed otherwise, advice or information received by the customer from the provider does not constitute warranty claims against the provider.

OpenEDC does not warrant that the software is suitable or available for use at locations outside the contract territory, unless expressly agreed otherwise.

6. Liability

6.1 Unauthorized access

OpenEDC is not liable for (a) damages arising from the use of the software by the customer, and (b) damages resulting from unauthorized access to personal user data by third parties (e.g., unauthorized access by hackers to the database). OpenEDC cannot be held liable for any misuse of information and data disclosed by users to third parties.

6.2 Stored content

The customer is solely responsible for stored data, content, and files and is responsible for complying with legal regulations regarding data protection, licensing, and compliance.

6.3 Third-party claims

The customer agrees to indemnify OpenEDC from all third-party claims based on the data stored by the customer and to reimburse OpenEDC for any costs incurred due to possible legal infringements.

6.4 Suspected unlawfulness

OpenEDC is entitled to immediately block the account if there is reasonable suspicion that the stored data has been obtained unlawfully and/or infringes upon the rights of third parties. Reasonable suspicion of unlawfulness and/or infringement occurs, in particular, when courts, authorities, and/or other third parties inform OpenEDC about it. OpenEDC must promptly inform the customer of the account’s suspension and the reason for it. The suspension will be lifted as soon as the suspicion is dispelled.

7. Notifications

All notifications must be made in writing to the specified addresses. Transmission by email satisfies the written form requirement. The contracting parties are obligated to immediately notify the other party of any changes of address; otherwise, notifications to the last address provided in writing will be deemed legally effective.

8. Final provisions

8.1 Set-off

The customer may only set off against OpenEDC’s contractual counterclaims with other claims arising from the respective contractual transaction if OpenEDC has disputed or legally established such claims.

8.2 Applicable law

Only the law of the Federal Republic of Germany shall apply.

8.3 Jurisdiction

The competent court shall have exclusive jurisdiction over all disputes between the parties arising from or in connection with the business relationship.

8.4 Severability clause

If individual provisions or parts of the contract prove to be invalid, this shall not affect the validity of the overall agreement. In such a case, the contracting parties shall adjust the contract so that the intended purpose of the invalid or ineffective part can be achieved to the greatest extent possible.