Below the General Terms and Conditions of ghg good healthcare GmbH, intouch hcc GmbH, +49 med GmbH and patient+ GmbH – companies of good healthcare group
ghg good healthcare GmbH
1. Area of applicability
(1) These general terms and conditions of business shall apply to the provision of services by ghg good healthcare GmbH in accordance with the contracts concluded between us and the Principal. These shall only apply to contracts with entrepreneurs and not to consumers.
(2) ghg good healthcare GmbH is a company of the good healthcare group. As far as “affiliated companies” are referred to below, this refers to affiliated companies of ghg good healthcare GmbH within the meaning of Sections 15 ff. AktG.
(3) Our general terms and conditions of business shall apply exclusively. Contractual terms of the Principal which conflict with or deviate from our general terms and conditions of business shall only be recognised by us if we have expressly agreed to their applicability in writing. Our general terms and conditions of business shall also apply if we provide services in the knowledge of terms of the Principal which conflict with or deviate from our general terms and conditions of business.
(4) These terms shall also apply to all future, equivalent transactions between the Parties, without a new reference being required in this respect.
2. Conclusion of the contract
The contract between ghg good healthcare GmbH and the Principal shall come into existence in accordance with the statutory regulations by means of the Principal accepting the offer of ghg good healthcare GmbH.
3. Services which form the subject matter of the contract
(1) Our services include the contractually agreed activities and will be set out in a service description. We shall be entitled to amend or deviate from the promised services, should this be reasonable for our Principal, taking into account the justified interests of all Contracting Parties and/or should deviations become necessary due to mandatory statutory or technical norms. In particular, such service amendments or deviations which are necessary for reasons connected to the flawless technical performance shall be reasonable. ghg good healthcare GmbH shall be entitled to have the contractual services provided by one of its associated companies, without the separate agreement of the Principal being required in this respect.
(2) ghg good healthcare GmbH hereby provides an undertaking that the services which form the subject matter of the contract will be performed completely, professionally and on time.
4. Co-operation obligations of the Principal
(1) The Principal shall immediately provide ghg good healthcare GmbH or its associated companies with information, services and products, including any applicable rights of use which are necessary for the performance of the services which form the subject matter of the contract at the time of its conclusion following a request by ghg good healthcare GmbH or its associated companies and shall also provide the necessary information, services and products if ghg good healthcare GmbH or its associated companies subsequently request these.
(2) The Principal shall be obliged to immediately inform ghg good healthcare GmbH or its associated companies of all updates or changes which concern the services which form the subject matter of the contract which affect or could affect these.
5. Place of performance, time of performance
(1) We shall be entitled to provide our services at the business premises of our choice. This entitlement shall extent to the currently available business locations in Berlin and Potsdam, as well as to any future business premises.
(2) Agreed deadlines and dates shall be deemed to be extended by the duration of a hindrance and by a reasonable start-up period following the end of the hindrance, if the said hindrance is due to late co-operation actions on the part of the Principal or due to force majeure (for example due to natural disasters, industrial dispute measures or measures by the authorities). ghg good healthcare GmbH or its associated companies shall immediately inform the Principal of any hindrances which occur.
6. Remuneration
(1) The Principal shall be obliged to pay the agreed remuneration in accordance with the contractually agreed due dates. Alongside the agreed remuneration, the Principal must pay the applicable statutory value added tax.
(2) Unless otherwise agreed, the amount due shall be paid within 14 days of the invoice without a discount deduction. Should the Principal enter payment default, we are entitled to claim default interest in the amount of the statutory default rate in accordance with Section 288 II of the German Civil Code (BGB), but at least 10% p.a. a. justified. The assertion of further damages claims shall remain reserved.
7. Assignability of the contractual claims
An assignment of the claims of the Principal under the service contract which has been concluded shall require the prior written agreement of ghg good healthcare GmbH. Such agreement may only be withheld for important reasons.
8. Restrictions concerning set off and possibility of set off
The Principal shall only be able to set off against the remuneration claim of ghg good healthcare GmbH with a counterclaim which is undisputed or has been recognised by a court.
9. Liability for losses
(1) We shall incur liability in case of intent and gross negligence, as well as in case of breach of an essential contractual obligation, whose compliance is essential for the proper performance of the contract and on whose compliance the Principal may regularly rely (hereinafter referred to as “cardinal obligation”). In case of a simply negligent breach of a cardinal obligation, the liability of ghg good healthcare GmbH shall be limited to losses which were foreseeable at the time of conclusion of the contract and which are typical of the contract. In case of a simply negligent breach of contractual ancillary obligations which are not cardinal obligations, ghg good healthcare GmbH shall not incur liability.
(2) The liability of ghg good healthcare GmbH and its associated companies shall not be limited in case of injury to life, body or health.
(3) Should the liability of ghg good healthcare GmbH and its associated companies be excluded or limited, this shall also apply in respect of the liability due to fault on the part of its legal representatives and vicarious agents.
(4) Damages claims of the Principal for which the liability is limited in accordance with this provision shall be time barred in one year, calculated from the time of commencement of the statutory limitation period. This shall not apply to claims arising from unlawful acts.
10. Rights of use
(1) We hereby assign an exclusive right of use to the Principal in respect of the contractually agreed work results created by us (for example advertising brochures, telephone concepts), should this be necessary for the performance of this contract. The use by us shall remain reserved. The right of use is not capable of being assigned. Amendments, transformations and processing of the work results assigned by us may only take place with our agreement.
(2) Rights of use in accordance with Paragraph 1 shall not be assigned to the Principal until after full payment of the agreed remuneration.
(3) The assignment of rights above shall be settled by means of payment of the remuneration in accordance with Number 6.
11. Breach of third party rights
(1) The Principal hereby provides a guarantee that the services engaged by it, as well as the materials delivered to ghg good healthcare GmbH or its associated companies (see Number 4) are permitted in accordance with applicable laws and are free from third party rights (for example intellectual property rights). In addition, the Principal hereby guarantees that the data, in particular if this concerns personal data, is lawful and has been properly gathered and is allowed to be used for the purposes which form the subject matter of the contract.
(2) The Principal shall be obliged to release ghg good healthcare GmbH or its associated companies on first request from third party claims which are asserted against ghg good healthcare GmbH or its associated companies due to a breach of Number 9 Paragraph 1 and shall reimburse losses and expenses incurred as a result, in particular the necessary costs of the legal defence. The release obligation shall also apply in respect of fines imposed on ghg good healthcare GmbH or its associated companies by the competent authorities due to the contractual activity, as well as to the necessary costs of the legal defence. ghg good healthcare GmbH shall however be obliged to inform the Principal of property right breaches, once we become aware of such.
(3) Paragraphs 1 and 2 shall apply accordingly to breaches of regulations under competition laws by the measures engaged by the Principal.
12. Data protection
(1) The Principal shall be the sole entitled party in respect of all personal data as defined in the General Data Protection Regulation (GDPR) to which ghg good healthcare GmbH or its associated companies gains access or can gain access in the course of fulfilment of the services which form the subject matter of the contract. Should we gather, process or use personal data for the Principal in accordance with the GDPR, we shall only undertake this within the framework of the instructions of the Principal. To this extent, the Principal shall be responsible for compliance with the obligations under data protection laws. We shall however be obliged to immediately inform the Principal of breaches of the provisions under data protection laws which exist in our opinion.
(2) ghg good healthcare GmbH and its associated companies, as well as corresponding legal successors have set objective of preserving target groups addressed by ghg good healthcare GmbH for the Principal and to manage these in accordance with their individual communication preferences. For this purpose ghg good healthcare GmbH will save channel preferences gathered by it anonymously, in order to optimise the process ant to attain contacts in accordance with preferences. Consequently this information which has been gathered is not subject to a right of instruction of the Principal.
13. Prohibition of solicitation
The Principal shall be obliged not to solicit any employees of ghg good healthcare GmbH or its associated companies during the existence of the contractual relationship. In case of a breach of the prohibition of solicitation above, the Principal shall be obliged to pay a contractual penalty amounting of €10,000. The right of ghg good healthcare GmbH or its associated companies to assert damages claims which go beyond the contractual penalty shall remain unaffected.
14. Non-disclosure
(1) ghg good healthcare GmbH or its associated companies shall be obliged to maintain secrecy in respect of all business processes of which they become aware in the course of the co-operation. The said secrecy obligation shall also apply following the termination of the contractual relationship.
(2) The Principal hereby declares its agreement that ghg good healthcare GmbH or its associated companies may name it as a reference for the co-operation on the basis of the contractually agreed services. This shall also include permission to use the name and logo of the Principal.
15. Form of declarations
(1) Legal declarations and notifications which the Principal must carry out in relation to us (for example termination, rescission, and assertion of damages claims) shall require written form.
(2) Amendments or additions to the contract shall only be effective if these are agreed in writing.
(3) In deviation from Paragraph 2, such subsequent amendments of additions to the contract which are concluded in a formless manner in respect of which the Parties have reached agreement by means of an individual undertaking shall be effective.
16. Choice of law and place of jurisdiction
The contracts concluded with ghg good healthcare GmbH or its associated companies shall be subject to German substantive law. The place of jurisdiction for disputes under this contract shall be Berlin, provided that the Principal is a merchant, legal person under public law or a public law special fund.
17. Closing provision
Should any individual provisions of these general terms and conditions of business be unlawful or invalid or should these be amended or revoked by means of a corresponding written agreement with the Principal, this shall not affect the validity of the remaining clauses. The statutory regulations shall take the place of the ineffective provision(s), where available.
As of: November 2023
intouch hcc GmbH
1. Area of applicability
(1) These general terms and conditions of business shall apply to the provision of services by intouch hcc GmbH in accordance with the contracts concluded between us and the Principal. These shall only apply to contracts with entrepreneurs and not to consumers.
(2) intouch hcc GmbH is a subsidiary company of ghg good healthcare GmbH. Should “associated companies” be referred to below, this shall include associated companies of intouch hcc GmbH as defined in Sections 15 ff. of the German Stock Corporation Act (AktG).
(3) Our general terms and conditions of business shall apply exclusively. Contractual terms of the Principal which conflict with or deviate from our general terms and conditions of business shall only be recognised by us if we have expressly agreed to their applicability in writing. Our general terms and conditions of business shall also apply if we provide services in the knowledge of terms of the Principal which conflict with or deviate from our general terms and conditions of business.
(4) These terms shall also apply to all future, equivalent transactions between the Parties, without a new reference being required in this respect.
2. Conclusion of the contract
The contract between intouch hcc GmbH and the Principal shall come into existence in accordance with the statutory regulations by means of the Principal accepting the offer of intouch hcc GmbH.
3. Services which form the subject matter of the contract
(1) Our services include the contractually agreed activities and will be set out in a service description. We shall be entitled to amend or deviate from the promised services, should this be reasonable for our Principal, taking into account the justified interests of all Contracting Parties and/or should deviations become necessary due to mandatory statutory or technical norms. In particular, such service amendments or deviations which are necessary for reasons connected to the flawless technical performance shall be reasonable. intouch hcc GmbH shall be entitled to have the contractual services provided by one of its associated companies, without the separate agreement of the Principal being required in this respect.
(2) intouch hcc GmbH hereby provides an undertaking that the services which form the subject matter of the contract will be performed completely, professionally and on time.
4. Co-operation obligations of the Principal
(1) The Principal shall immediately provide intouch hcc GmbH or its associated companies with information, services and products, including any applicable rights of use which are necessary for the performance of the services which form the subject matter of the contract at the time of its conclusion following a request by intouch hcc GmbH or its associated companies and shall also provide the necessary information, services and products if intouch hcc GmbH or its associated companies subsequently request these.
(2) The Principal shall be obliged to immediately inform intouch hcc GmbH or its associated companies of all updates or changes which concern the services which form the subject matter of the contract which affect or could affect these.
5. Place of performance, time of performance
(1) We shall be entitled to provide our services at the business premises of our choice. This entitlement shall extent to the currently available business premises in Berlin and Potsdam, as well as to any future business premises.
(2) Agreed deadlines and dates shall be deemed to be extended by the duration of a hindrance and by a reasonable start-up period following the end of the hindrance, if the said hindrance is due to late co-operation actions on the part of the Principal or due to force majeure (for example due to natural disasters, industrial dispute measures or measures by the authorities). intouch hcc GmbH or its associated companies shall immediately inform the Principal of any hindrances which occur.
6. Remuneration
(1) The Principal shall be obliged to pay the agreed remuneration in accordance with the contractually agreed due dates. Alongside the agreed remuneration, the Principal must pay the applicable statutory value added tax.
(2) Unless otherwise agreed, the amount due shall be paid within 14 days of the invoice without a discount deduction. Should the Principal enter payment default, we are entitled to claim default interest in the amount of the statutory default rate in accordance with § 288 II of the German Civil Code (BGB), but at least 10% p.a. a. justified. The assertion of further damages claims shall remain reserved.
7. Assignability of the contractual claims
An assignment of the claims of the Principal under the service contract which has been concluded shall require the prior written agreement of intouch hcc GmbH. Such agreement may only be withheld for important reasons.
8. Restrictions concerning set off and possibility of set off
The Principal shall only be able to set off against the remuneration claim of intouch hcc GmbH with a counterclaim which is undisputed or has been recognised by a court.
9. Liability for losses
(1) We shall incur liability in case of intent and gross negligence, as well as in case of breach of an essential contractual obligation, whose compliance is essential for the proper performance of the contract and on whose compliance the Principal may regularly rely (hereinafter referred to as “cardinal obligation”). In case of a simply negligent breach of a cardinal obligation, the liability of intouch hcc GmbH shall be limited to losses which were foreseeable at the time of conclusion of the contract and which are typical of the contract. In case of a simply negligent breach of contractual ancillary obligations which are not cardinal obligations, intouch hcc GmbH shall not incur liability.
(2) The liability of intouch hcc GmbH and its associated companies shall not be limited in case of injury to life, body or health.
(3) Should the liability of intouch hcc GmbH and its associated companies be excluded or limited, this shall also apply in respect of the liability due to fault on the part of its legal representatives and vicarious agents.
(4) Damages claims of the Principal for which the liability is limited in accordance with this provision shall be time barred in one year, calculated from the time of commencement of the statutory limitation period. This shall not apply to claims arising from unlawful acts.
10. Rights of use
(1) We hereby assign an exclusive right of use to the Principal in respect of the contractually agreed work results created by us (for example advertising brochures, telephone concepts), should this be necessary for the performance of this contract. The use by us shall remain reserved. The right of use is not capable of being assigned. Amendments, transformations and processing of the work results assigned by us may only take place with our agreement.
(2) Rights of use in accordance with Paragraph 1 shall not be assigned to the Principal until after full payment of the agreed remuneration.
(3) The assignment of rights above shall be settled by means of payment of the remuneration in accordance with Number 6.
11. Breach of third party rights
(1) The Principal hereby provides a guarantee that the services engaged by it, as well as the materials delivered to intouch hcc GmbH or its associated companies (see Number 4) are permitted in accordance with applicable laws and are free from third party rights (for example intellectual property rights). In addition, the Principal hereby guarantees that the data, in particular if this concerns personal data, is lawful and has been properly gathered and is allowed to be used for the purposes which form the subject matter of the contract.
(2) The Principal shall be obliged to release intouch hcc GmbH or its associated companies on first request from third party claims which are asserted against intouch hcc GmbH or its associated companies due to a breach of Number 9 Paragraph 1 and shall reimburse losses and expenses incurred as a result, in particular the necessary costs of the legal defence. The release obligation shall also apply in respect of fines imposed on intouch hcc GmbH or its associated companies by the competent authorities due to the contractual activity, as well as to the necessary costs of the legal defence. intouch hcc GmbH shall however be obliged to inform the Principal of property right breaches, once we become aware of such.
(3) Paragraphs 1 and 2 shall apply accordingly to breaches of regulations under competition laws by the measures engaged by the Principal.
12. Data protection
(1) The Principal shall be the sole entitled party in respect of all personal data as defined in the General Data Protection Regulation (GDPR) to which intouch hcc GmbH or its associated companies gains access or can gain access in the course of fulfilment of the services which form the subject matter of the contract. Should we gather, process or use personal data for the Principal in accordance with the GDPR, we shall only undertake this within the framework of the instructions of the Principal. To this extent, the Principal shall be responsible for compliance with the obligations under data protection laws. We shall however be obliged to immediately inform the Principal of breaches of the provisions under data protection laws which exist in our opinion.
(2) intouch hcc GmbH and its associated companies, as well as corresponding legal successors have set objective of preserving target groups addressed by intouch hcc GmbH for the Principal and to manage these in accordance with their individual communication preferences. For this purpose intouch hcc GmbH will save channel preferences gathered by it anonymously, in order to optimise the process ant to attain contacts in accordance with preferences. Consequently this information which has been gathered is not subject to a right of instruction of the Principal.
13. Prohibition of solicitation
The Principal shall be obliged not to solicit any employees of intouch hcc GmbH or its associated companies during the existence of the contractual relationship. In case of a breach of the prohibition of solicitation above, the Principal shall be obliged to pay a contractual penalty amounting to two monthly salaries (gross). The right of intouch hcc GmbH or its associated companies to assert damages claims which go beyond the contractual penalty shall remain unaffected.
14. Non-disclosure
(1) intouch hcc GmbH or its associated companies shall be obliged to maintain secrecy in respect of all business processes of which they become aware in the course of the co-operation. The said secrecy obligation shall also apply following the termination of the contractual relationship.
(2) The Principal hereby declares its agreement that intouch hcc GmbH or its associated companies may name it as a reference for the co-operation on the basis of the contractually agreed services. This shall also include permission to use the name and logo of the Principal.
15. Form of declarations
(1) Legal declarations and notifications which the Principal must carry out in relation to us (for example termination, rescission, assertion of damages claims) shall require written form.
(2) Amendments or additions to the contract shall only be effective if these are agreed in writing.
(3) In deviation from Paragraph 2, such subsequent amendments of additions to the contract which are concluded in a formless manner in respect of which the Parties have reached agreement by means of an individual undertaking shall be effective.
16. Choice of law and place of jurisdiction
The contracts concluded with intouch hcc GmbH or its associated companies shall be subject to German substantive law. The place of jurisdiction for disputes under this contract shall be Berlin, provided that the Principal is a merchant, legal person under public law or a public law special fund.
17. Closing provision
Should any individual provisions of these general terms and conditions of business be unlawful or invalid or should these be amended or revoked by means of a corresponding written agreement with the Principal, this shall not affect the validity of the remaining clauses. The statutory regulations shall take the place of the ineffective provision(s), where available.
As of: November 2023
+49 med GmbH
1. Area of applicability
(1) These general terms and conditions of business shall apply to the provision of services by +49 med GmbH in accordance with the contracts concluded between us and the Principal. These shall only apply to contracts with entrepreneurs and not to consumers.
(2) +49 med GmbH is a subsidiary company of ghg good healthcare GmbH. Should “associated companies” be referred to below, this shall include associated companies of +49 med GmbH as defined in Sections 15 ff. of the German Stock Corporation Act (AktG).
(3) Our general terms and conditions of business shall apply exclusively. Contractual terms of the Principal which conflict with or deviate from our general terms and conditions of business shall only be recognised by us if we have expressly agreed to their applicability in writing. Our general terms and conditions of business shall also apply if we provide services in the knowledge of terms of the Principal which conflict with or deviate from our general terms and conditions of business.
(4) These terms shall also apply to all future, equivalent transactions between the Parties, without a new reference being required in this respect.
2. Conclusion of the contract
The contract between +49 med GmbH and the Principal shall come into existence in accordance with the statutory regulations by means of the Principal accepting the offer of +49 med GmbH.
3. Services which form the subject matter of the contract
(1) Our services include the contractually agreed activities and will be set out in a service description. We shall be entitled to amend or deviate from the promised services, should this be reasonable for our Principal, taking into account the justified interests of all Contracting Parties and/or should deviations become necessary due to mandatory statutory or technical norms. In particular, such service amendments or deviations which are necessary for reasons connected to the flawless technical performance shall be reasonable. +49 med GmbH shall be entitled to have the contractual services provided by one of its associated companies, without the separate agreement of the Principal being required in this respect.
(2) +49 med GmbH hereby provides an undertaking that the services which form the subject matter of the contract will be performed completely, professionally and on time.
4. Co-operation obligations of the Principal
(1) The Principal shall immediately provide +49 med GmbH or its associated companies with information, services and products, including any applicable rights of use which are necessary for the performance of the services which form the subject matter of the contract at the time of its conclusion following a request by +49 med GmbH or its associated companies and shall also provide the necessary information, services and products if +49 med GmbH or its associated companies subsequently request these.
(2) The Principal shall be obliged to immediately inform +49 med GmbH or its associated companies of all updates or changes which concern the services which form the subject matter of the contract which affect or could affect these.
5. Place of performance, time of performance
(1) We shall be entitled to provide our services at the business premises of our choice. This entitlement shall extent to the currently available business premises in Berlin and Potsdam, as well as to any future business premises.
(2) Agreed deadlines and dates shall be deemed to be extended by the duration of a hindrance and by a reasonable start-up period following the end of the hindrance, if the said hindrance is due to late co-operation actions on the part of the Principal or due to force majeure (for example due to natural disasters, industrial dispute measures or measures by the authorities). +49 med GmbH or its associated companies shall immediately inform the Principal of any hindrances which occur.
6. Remuneration
(1) The Principal shall be obliged to pay the agreed remuneration in accordance with the contractually agreed due dates. Alongside the agreed remuneration, the Principal must pay the applicable statutory value added tax.
(2) Unless otherwise agreed, the amount due shall be paid within 14 days of the invoice without a discount deduction. Should the Principal enter payment default, we are entitled to claim default interest in the amount of the statutory default rate in accordance with § 288 II of the German Civil Code (BGB), but at least 10% p.a. a. justified. The assertion of further damages claims shall remain reserved.
7. Assignability of the contractual claims
An assignment of the claims of the Principal under the service contract which has been concluded shall require the prior written agreement of +49 med GmbH. Such agreement may only be withheld for important reasons.
8. Restrictions concerning set off and possibility of set off
The Principal shall only be able to set off against the remuneration claim of +49 med GmbH with a counterclaim which is undisputed or has been recognised by a court.
9. Liability for losses
(1) We shall incur liability in case of intent and gross negligence, as well as in case of breach of an essential contractual obligation, whose compliance is essential for the proper performance of the contract and on whose compliance the Principal may regularly rely (hereinafter referred to as “cardinal obligation”). In case of a simply negligent breach of a cardinal obligation, the liability of +49 med GmbH shall be limited to losses which were foreseeable at the time of conclusion of the contract and which are typical of the contract. In case of a simply negligent breach of contractual ancillary obligations which are not cardinal obligations, +49 med GmbH shall not incur liability.
(2) The liability of +49 med GmbH and its associated companies shall not be limited in case of injury to life, body or health.
(3) Should the liability of +49 med GmbH and its associated companies be excluded or limited, this shall also apply in respect of the liability due to fault on the part of its legal representatives and vicarious agents.
(4) Damages claims of the Principal for which the liability is limited in accordance with this provision shall be time barred in one year, calculated from the time of commencement of the statutory limitation period. This shall not apply to claims arising from unlawful acts.
10. Rights of use
(1) We hereby assign an exclusive right of use to the Principal in respect of the contractually agreed work results created by us (for example advertising brochures, telephone concepts), should this be necessary for the performance of this contract. The use by us shall remain reserved. The right of use is not capable of being assigned. Amendments, transformations and processing of the work results assigned by us may only take place with our agreement.
(2) Rights of use in accordance with Paragraph 1 shall not be assigned to the Principal until after full payment of the agreed remuneration.
(3) The assignment of rights above shall be settled by means of payment of the remuneration in accordance with Number 6.
11. Breach of third party rights
(1) The Principal hereby provides a guarantee that the services engaged by it, as well as the materials delivered to +49 med GmbH or its associated companies (see Number 4) are permitted in accordance with applicable laws and are free from third party rights (for example intellectual property rights). In addition, the Principal hereby guarantees that the data, in particular if this concerns personal data, is lawful and has been properly gathered and is allowed to be used for the purposes which form the subject matter of the contract.
(2) The Principal shall be obliged to release +49 med GmbH or its associated companies on first request from third party claims which are asserted against +49 med GmbH or its associated companies due to a breach of Number 9 Paragraph 1 and shall reimburse losses and expenses incurred as a result, in particular the necessary costs of the legal defence. The release obligation shall also apply in respect of fines imposed on +49 med GmbH or its associated companies by the competent authorities due to the contractual activity, as well as to the necessary costs of the legal defence. +49 med GmbH shall however be obliged to inform the Principal of property right breaches, once we become aware of such.
(3) Paragraphs 1 and 2 shall apply accordingly to breaches of regulations under competition laws by the measures engaged by the Principal.
12. Data protection
(1) The Principal shall be the sole entitled party in respect of all personal data as defined in the General Data Protection Regulation (GDPR) to which +49 med GmbH or its associated companies gains access or can gain access in the course of fulfilment of the services which form the subject matter of the contract. Should we gather, process or use personal data for the Principal in accordance with the GDPR, we shall only undertake this within the framework of the instructions of the Principal. To this extent, the Principal shall be responsible for compliance with the obligations under data protection laws. We shall however be obliged to immediately inform the Principal of breaches of the provisions under data protection laws which exist in our opinion.
(2) +49 med GmbH and its associated companies, as well as corresponding legal successors have set objective of preserving target groups addressed by +49 med GmbH for the Principal and to manage these in accordance with their individual communication preferences. For this purpose +49 med GmbH will save channel preferences gathered by it anonymously, in order to optimise the process ant to attain contacts in accordance with preferences. Consequently this information which has been gathered is not subject to a right of instruction of the Principal.
13. Prohibition of solicitation
The Principal shall be obliged not to solicit any employees of +49 med GmbH or its associated companies during the existence of the contractual relationship. In case of a breach of the prohibition of solicitation above, the Principal shall be obliged to pay a contractual penalty amounting of €10,000. The right of +49 med GmbH or its associated companies to assert damages claims which go beyond the contractual penalty shall remain unaffected.
14. Non-disclosure
(1) +49 med GmbH or its associated companies shall be obliged to maintain secrecy in respect of all business processes of which they become aware in the course of the co-operation. The said secrecy obligation shall also apply following the termination of the contractual relationship.
(2) The Principal hereby declares its agreement that +49 med GmbH or its associated companies may name it as a reference for the co-operation on the basis of the contractually agreed services. This shall also include permission to use the name and logo of the Principal.
15. Form of declarations
(1) Legal declarations and notifications which the Principal must carry out in relation to us (for example termination, rescission, and assertion of damages claims) shall require written form.
(2) Amendments or additions to the contract shall only be effective if these are agreed in writing.
(3) In deviation from Paragraph 2, such subsequent amendments of additions to the contract which are concluded in a formless manner in respect of which the Parties have reached agreement by means of an individual undertaking shall be effective.
16. Choice of law and place of jurisdiction
The contracts concluded with +49 med GmbH or its associated companies shall be subject to German substantive law. The place of jurisdiction for disputes under this contract shall be Berlin, provided that the Principal is a merchant, legal person under public law or a public law special fund.
17. Closing provision
Should any individual provisions of these general terms and conditions of business be unlawful or invalid or should these be amended or revoked by means of a corresponding written agreement with the Principal, this shall not affect the validity of the remaining clauses. The statutory regulations shall take the place of the ineffective provision(s), where available.
As of: November 2023
patient GmbH
1. Area of applicability
(1) These general terms and conditions of business shall apply to the provision of services by patient+ GmbH in accordance with the contracts concluded between us and the Principal. These shall only apply to contracts with entrepreneurs and not to consumers.
(2) patient+ GmbH is a subsidiary company of ghg good healthcare GmbH. Should “associated companies” be referred to below, this shall include associated companies of patient+ GmbH as defined in Sections 15 ff. of the German Stock Corporation Act (AktG).
(3) Our general terms and conditions of business shall apply exclusively. Contractual terms of the Principal which conflict with or deviate from our general terms and conditions of business shall only be recognised by us if we have expressly agreed to their applicability in writing. Our general terms and conditions of business shall also apply if we provide services in the knowledge of terms of the Principal which conflict with or deviate from our general terms and conditions of business.
(4) These terms shall also apply to all future, equivalent transactions between the Parties, without a new reference being required in this respect.
2. Conclusion of the contract
The contract between patient+ GmbH and the Principal shall come into existence in accordance with the statutory regulations by means of the Principal accepting the offer of patient+ GmbH.
3. Services which form the subject matter of the contract
(1) Our services include the contractually agreed activities and will be set out in a service description. We shall be entitled to amend or deviate from the promised services, should this be reasonable for our Principal, taking into account the justified interests of all Contracting Parties and/or should deviations become necessary due to mandatory statutory or technical norms. In particular, such service amendments or deviations which are necessary for reasons connected to the flawless technical performance shall be reasonable. Patient+ GmbH shall be entitled to have the contractual services provided by one of its associated companies, without the separate agreement of the Principal being required in this respect.
(2) patient+ GmbH hereby provides an undertaking that the services which form the subject matter of the contract will be performed completely, professionally and on time.
4. Co-operation obligations of the Principal
(1) The Principal shall immediately provide patient+ GmbH or its associated companies with information, services and products, including any applicable rights of use which are necessary for the performance of the services which form the subject matter of the contract at the time of its conclusion following a request by patient+ GmbH or its associated companies and shall also provide the necessary information, services and products if patient+ GmbH or its associated companies subsequently request these.
(2) The Principal shall be obliged to immediately inform patient+ GmbH or its associated companies of all updates or changes which concern the services which form the subject matter of the contract which affect or could affect these.
5. Place of performance, time of performance
(1) We shall be entitled to provide our services at the business premises of our choice. This entitlement shall extent to the currently available business premises in Berlin and Potsdam, as well as to any future business premises.
(2) Agreed deadlines and dates shall be deemed to be extended by the duration of a hindrance and by a reasonable start-up period following the end of the hindrance, if the said hindrance is due to late co-operation actions on the part of the Principal or due to force majeure (for example due to natural disasters, industrial dispute measures or measures by the authorities). patient+ GmbH or its associated companies shall immediately inform the Principal of any hindrances which occur.
6. Remuneration
(1) The Principal shall be obliged to pay the agreed remuneration in accordance with the contractually agreed due dates. Alongside the agreed remuneration, the Principal must pay the applicable statutory value added tax.
(2) Unless otherwise agreed, the amount due shall be paid within 14 days of the invoice without a discount deduction. Should the Principal enter payment default, we are entitled to claim default interest in the amount of the statutory default rate in accordance with § 288 II of the German Civil Code (BGB), but at least 10% p.a. a. justified. The assertion of further damages claims shall remain reserved.
7. Assignability of the contractual claims
An assignment of the claims of the Principal under the service contract which has been concluded shall require the prior written agreement of patient+ GmbH. Such agreement may only be withheld for important reasons.
8. Restrictions concerning set off and possibility of set off
The Principal shall only be able to set off against the remuneration claim of patient+ GmbH with a counterclaim which is undisputed or has been recognised by a court.
9. Liability for losses
(1) We shall incur liability in case of intent and gross negligence, as well as in case of breach of an essential contractual obligation, whose compliance is essential for the proper performance of the contract and on whose compliance the Principal may regularly rely (hereinafter referred to as “cardinal obligation”). In case of a simply negligent breach of a cardinal obligation, the liability of patient+ GmbH shall be limited to losses which were foreseeable at the time of conclusion of the contract and which are typical of the contract. In case of a simply negligent breach of contractual ancillary obligations which are not cardinal obligations, patient+ GmbH shall not incur liability.
(2) The liability of patient+ GmbH and its associated companies shall not be limited in case of injury to life, body or health.
(3) Should the liability of patient+ GmbH and its associated companies be excluded or limited, this shall also apply in respect of the liability due to fault on the part of its legal representatives and vicarious agents.
(4) Damages claims of the Principal for which the liability is limited in accordance with this provision shall be time barred in one year, calculated from the time of commencement of the statutory limitation period. This shall not apply to claims arising from unlawful acts.
10. Rights of use
(1) We hereby assign an exclusive right of use to the Principal in respect of the contractually agreed work results created by us (for example advertising brochures, telephone concepts), should this be necessary for the performance of this contract. The use by us shall remain reserved. The right of use is not capable of being assigned. Amendments, transformations and processing of the work results assigned by us may only take place with our agreement.
(2) Rights of use in accordance with Paragraph 1 shall not be assigned to the Principal until after full payment of the agreed remuneration.
(3) The assignment of rights above shall be settled by means of payment of the remuneration in accordance with Number 6.
11. Breach of third party rights
(1) The Principal hereby provides a guarantee that the services engaged by it, as well as the materials delivered to patient+ GmbH or its associated companies (see Number 4) are permitted in accordance with applicable laws and are free from third party rights (for example intellectual property rights). In addition, the Principal hereby guarantees that the data, in particular if this concerns personal data, is lawful and has been properly gathered and is allowed to be used for the purposes which form the subject matter of the contract.
(2) The Principal shall be obliged to release patient+ GmbH or its associated companies on first request from third party claims which are asserted against patient+ GmbH or its associated companies due to a breach of Number 9 Paragraph 1 and shall reimburse losses and expenses incurred as a result, in particular the necessary costs of the legal defence. The release obligation shall also apply in respect of fines imposed on patient+ GmbH or its associated companies by the competent authorities due to the contractual activity, as well as to the necessary costs of the legal defence. patient+ GmbH shall however be obliged to inform the Principal of property right breaches, once we become aware of such.
(3) Paragraphs 1 and 2 shall apply accordingly to breaches of regulations under competition laws by the measures engaged by the Principal.
12. Data protection
(1) The Principal shall be the sole entitled party in respect of all personal data as defined in the General Data Protection Regulation (GDPR) to which patient+ GmbH or its associated companies gains access or can gain access in the course of fulfilment of the services which form the subject matter of the contract. Should we gather, process or use personal data for the Principal in accordance with the GDPR, we shall only undertake this within the framework of the instructions of the Principal. To this extent, the Principal shall be responsible for compliance with the obligations under data protection laws. We shall however be obliged to immediately inform the Principal of breaches of the provisions under data protection laws which exist in our opinion.
13. Prohibition of solicitation
The Principal shall be obliged not to solicit any employees of patient+ GmbH or its associated companies during the existence of the contractual relationship. In case of a breach of the prohibition of solicitation above, the Principal shall be obliged to pay a contractual penalty amounting of €10,000. The right of patient+ GmbH or its associated companies to assert damages claims which go beyond the contractual penalty shall remain unaffected.
14. Non-disclosure
(1) patient+ GmbH or its associated companies shall be obliged to maintain secrecy in respect of all business processes of which they become aware in the course of the co-operation. The said secrecy obligation shall also apply following the termination of the contractual relationship.
(2) The Principal hereby declares its agreement that patient+ GmbH or its associated companies may name it as a reference for the co-operation on the basis of the contractually agreed services. This shall also include permission to use the name and logo of the Principal.
15. Form of declarations
(1) Legal declarations and notifications which the Principal must carry out in relation to us (for example termination, rescission, and assertion of damages claims) shall require written form.
(2) Amendments or additions to the contract shall only be effective if these are agreed in writing.
(3) In deviation from Paragraph 2, such subsequent amendments of additions to the contract which are concluded in a formless manner in respect of which the Parties have reached agreement by means of an individual undertaking shall be effective.
16. Choice of law and place of jurisdiction
The contracts concluded with patient+ GmbH or its associated companies shall be subject to German substantive law. The place of jurisdiction for disputes under this contract shall be Berlin, provided that the Principal is a merchant, legal person under public law or a public law special fund.
17. Closing provision
Should any individual provisions of these general terms and conditions of business be unlawful or invalid or should these be amended or revoked by means of a corresponding written agreement with the Principal, this shall not affect the validity of the remaining clauses. The statutory regulations shall take the place of the ineffective provision(s), where available.
As of: November 2023
