Medicteit
Terms & Conditions
Business Terms and Conditions (the Conditions)
Last updated on: May 22nd, 2024
These Conditions govern the rights and obligations of the client (the USER) when using the Medicteit application (the Application) developed and owned by Gondwana s.r.o., with its registered address at Drtinova 6, 15000, Praha, ID No.: 21015767, entered into the Trade Register kept by the Municipal Court in Prague, Section C, File 395623 (the Provider). The Provider and the USER are collectively referred to as the “Parties.”
Preamble
The Provider has designed and developed a digital Application for meeting transcription and analysis, hereinafter referred to as the “Application.” The Application includes artificial intelligence functionalities and is described in the Documentation provided to the USER by the Provider.
The Application can be used as a standalone tool or embedded in the web applications and/or third-party applications used by the USER. The USER has received all necessary information and advice from the Provider to understand the limitations and characteristics of the Application.
The USER has been informed that the use of the Application must be carefully monitored concerning the legal and technical conditions for processing personal data. After understanding the purpose, functionalities, and characteristics of the Provider’s Application, the USER has decided to subscribe to a license to use the Application under these Terms and Conditions.
1. Definitions
The terms listed below shall have the following meanings for the Parties:
– Source Codes: The set of instructions and program lines of the Application necessary to modify the Application.
– Configuration: The set of Information technology equipment on which the Application is implemented and operated, set up by the USER based on the Provider’s recommendations.
– Special Conditions: Terms and conditions of the Contract specific to the USER.
– Activation Date: The date on which the USER or a User downloads the Application on a device by choosing a Subscription Package.
– Documentation: All standard documents related to the Application produced by the Provider on any medium of its choice and made available to the USER.
– Contractual Documents: All contractual documents governing the relationship between the Parties as referred to in the article “Contractual Documents.”
– Data: Data resulting from the use of the Application and stored on the Configuration and, when applicable, on the Servers.
– Minor Evolution: Any evolution of the Application consisting of technical and/or functional updates of the existing Modules carried out at the Provider’s initiative. The provision of Minor Evolutions is included in the Contract price.
– Major Evolution: Any significant evolution to the Application involving one or more new Modules under financial terms to be communicated by the Provider.
– Subscription Package: The subscription package chosen by the USER, specifying the list of Modules included in the user license, the maximum volume of data, and the prices agreed upon by the Parties, as described on the Provider’s website or in the Special Conditions.
– Confidential Information: Information, documents, expertise, business secrets, and methodologies, particularly technical (e.g., source codes, drawings), commercial, marketing, economic, and/or financial nature, communicated by each Party to the other within this contract.
– Modules: The various functional modules of the Application designed, developed, and published by the Provider.
– New Version: The new version of the Application that may be supplied by the Provider during the Contract. If the New Version includes only Minor Evolutions, its provision is included in the Contract price. If it includes Major Evolutions, it is provided under financial terms to be communicated by the Provider.
– Regulations: All legal and regulatory texts applicable in the Czech Republic and the European Union regarding the protection of Personal Data, particularly Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (GDPR).
– Server: The computer equipment connected to the Internet that may host the Data if the USER or Users authorize the Provider to do so. The hosting of the Servers is subcontracted by the Provider.
– Application: The Application developed by the Provider, available as a web extension or application, for which the Provider grants the USER a user license under the conditions of the Contract. The Application includes Minor Evolutions and New Versions without Major Evolutions that may be provided by the Provider. The Application includes the Modules listed in the Subscription Package, allowing the USER to access and use them under the Contract’s terms.
– Users: The USER’s staff (e.g., colleagues, employees, contractors) authorized to use the Application under the conditions defined in the Contract and within the Subscription Package.
2. Contractual Documents
The Contract comprises the following Contractual Documents, listed in hierarchical order of decreasing legal value:
– The Special Conditions, if agreed upon by the Parties
– These General Terms and Conditions (GTC)
– Its annexes, when applicable (not classified between them)
In case of any contradiction between provisions in these documents, the document of higher rank will prevail. The absence of a provision in a higher-ranking document does not invalidate that provision in a lower-ranking document. By executing the Contract, the USER agrees to these GTC without reservation.
The USER is deemed to have read the entire Contract and accepted its terms without reservation upon signing it. The Parties acknowledge that electronic acceptance of the Contract has the same evidential value as a paper agreement. The Provider reserves the right to unilaterally modify these GTC and annexes, with such changes binding the USER once published by any means.
The USER will be notified of any substantial changes to the GTC and annexes within thirty (30) calendar days before they take effect.
3. Subject
The purpose of these GTC is to define the terms and conditions applicable to the personal, non-exclusive license to use the Application granted by the Provider under the Contract.
4. Entry Into Force – Duration
The Contract comes into force on the date of its signature by the Parties. For paid Subscription Packages, it is concluded for an initial period of one (1) month (the “Initial Period”) from the signature date. Unless terminated by the USER with one (1) month’s notice via registered letter or e-mail, the Contract will renew automatically for successive one (1) month periods (the “Renewed Period”), with the same termination and renewal conditions applying thereafter.
5. Warning
The USER is informed that they must obtain all necessary advice and ensure that the Application meets their needs and intended use. The Provider assumes no responsibility for any error of choice or assessment by the USER or the unsuitability of the Application for their needs.
The Application must be used in accordance with its intended purpose as described in the Contractual Documents and Documentation.
The USER is responsible for ensuring:
– The suitability of the Application for their needs.
– Compliance with the Provider’s technical recommendations.
– That Users are informed of the Application’s limitations and potential errors.
– That they have the necessary competence and qualified staff to use the Application.
The USER has been informed that:
– The Provider is not liable for incidents resulting in partial degradation of the Data.
– The use of the Application does not exempt the USER from keeping a copy of the Data.
– The Provider is not responsible for the conditions under which the USER or Users use the Application.
– The Provider assumes no responsibility for any misuse of the Application.
6. Scope Of The Rights Granted
6.1 Scope of the License for the Use of the Application
The Provider grants the USER a license to use the Application in accordance with its intended purpose and the scope described in the Subscription Package, on the USER’s Configuration. This license allows the USER to install the Application on Users’ devices for personal use.
The granted license is a general, non-exclusive, personal, non-assignable, and non-transferable right to use all the Modules of the Application specified in the Subscription Package, including Adaptations, Minor Evolutions, and New Versions without Major Evolutions. This license also includes Major Evolutions only if an amendment modifying the chosen Subscription Package has been agreed upon by the Parties.
This license is valid only for the Configuration and exclusively for the USER’s use, excluding any other entity, third party, subsidiary, sister company, or partner of the USER. It is granted for the duration of this Contract only.
The USER may not, directly or indirectly, make the Application available or grant rights to any third party, subsidiary, sister company, or partner not party to the Contract, whether free of charge or for consideration, without the Provider’s prior written consent under specific financial conditions. However, the USER may temporarily make the Application available to competent public authorities if necessary to meet legal obligations, under the USER’s sole responsibility.
The USER and the Users shall acquire no rights to the Application, intellectual property, or otherwise, beyond those conferred by the Contract. The USER agrees to take all necessary legal, contractual, logical, or technical measures to ensure that the terms of the Contract, especially the limits of this license, are enforceable and respected by the Users.
This grant of rights does not transfer any intellectual property rights to the USER, as the Provider retains full and complete ownership of the Modules, the Application, its Adaptations, the New Versions, and the Evolutions.
6.2 Recommendations Regarding the Configuration
The Provider recommends the technical and material architecture of the Configuration necessary to operate the Application.
6.3 Rights and Ownership of the Application
The intellectual property rights relating to the Application are the exclusive property of the Provider. The USER undertakes not to infringe, directly or indirectly, or through third parties associated with the USER, the rights and proprietary notices of the Provider mentioned in the Application.
7. Conditions Of Provision Of The Application
7.1 General Quality of the Application
The Application is provided in compliance with the technical guarantees set out in the “Technical Guarantee” article. The Provider will use all necessary technical means to ensure the proper functioning of the Application, enabling access and use 24 hours a day, 7 days a week, except in the event of force majeure or an event beyond the Provider’s control, and subject to any breakdowns and maintenance operations necessary for the proper functioning of the Application.
The Provider may interrupt the provision of the Application for scheduled maintenance without incurring liability or fault, provided it informs the USER beforehand by e-mail or other means. Scheduled maintenance refers to operations carried out as far as possible during periods of reduced use of the Application.
In case of unavailability of the Application, other than during scheduled maintenance, the Provider undertakes to restore it as soon as possible after detecting the unavailability.
Given the complexity of the Internet, unequal capacities of various sub-networks, influx of users at certain times, and bottlenecks over which the Provider has no control, the Provider cannot be held liable for:
– Access speeds from the USER’s Configuration
– External slowdowns
– Poor transmissions due to network failure or malfunction
Given the nature and complexity of the technologies implemented for the Contract’s execution, each Party:
– Undertakes to take all reasonable care in the performance of the Contract
– Acknowledges that the Application cannot be free from incidents, failures, interruptions, and unavailability
In the event of incidents resulting from elements for which one Party is responsible, the other Party undertakes to inform the former, which will make its best efforts to remedy the situation. If necessary, the Parties will consult each other to decide by mutual agreement on the best solution to implement, within the framework of a rider, if this requires an additional financial burden for the Provider.
7.2 Guarantee on the Client’s Data
The Provider is not responsible for the quality and relevance of the Data used or created by the USER through the Application.
7.3 Technical Guarantee
The Provider guarantees that the Application complies with the technical and functional characteristics detailed in the Subscription Package and the Documentation. The Provider undertakes to implement the necessary means to ensure the best possible availability of the Application, excluding scheduled maintenance operations.
The Provider shall not be liable for any incident or unavailability resulting from:
– Force majeure
– The USER’s failure to comply with its commitments under the Contract
– Misuse of the Application by the USER, its Users, and/or the End Users
– The USER’s lack of response to the Provider’s requests
– The USER’s lack of cooperation in restoring the Application
– The failure of the data host used by the Provider, beyond common law provisions
– More generally, any cause beyond the Provider’s reasonable control
7.4 Suspension of the Application
The Provider may suspend all or part of the provision of the Application in the event of:
– Misuse of the Application by a User that may affect the operation of the Application and/or the Servers
– A demand or request from an administrative or judicial authority relating to the Data hosted as part of the provision of the Application
7.5 Evolution of the Application
The Provider reserves the right to freely evolve the Application, particularly for legal or technological reasons, at its sole discretion, to create new functionalities or improve existing functionalities. Any Minor Evolution of the Modules already subscribed to by the USER shall be enforceable against the USER without prior notice from the time of its production and/or communication by the Provider.
The Provider also reserves the right to modify the Subscription Package to account for Major Evolutions. In this case, the Provider may modify the price in accordance with the article “Price Revision.” The USER may terminate the Contract in accordance with Article 11 if they refuse to accept the change in the Subscription Package.
If the USER wishes to change the Subscription Package or integrate new Modules corresponding to Major Evolutions into the Application, the Parties shall sign an amendment to the Contract, modifying the price of the Application fee to account for the change and integrating the new Modules.
The USER acknowledges that the conclusion of the Contract is not conditional on the provision of new functionalities and/or new Modules in the future.
8. Obligations Of The User
The USER is expressly required to comply with the obligations listed below.
8.1 Use and Safety
The USER is responsible for ensuring the security and proper functioning of the Application on the Configuration and/or within its own applications – whether web, mobile, or otherwise – and for any tasks performed by members of its staff or by any subcontractor, natural or legal person designated by the USER involved in the performance of this Contract and the use of the Application.
Specific obligations include:
– Compliance with the Application Configuration specifications;
– Ensuring that neither the USER nor any unauthorized person intervenes in the Application, except for those authorized by the Provider at the USER’s request;
8.2 Other Obligations
The USER acknowledges full awareness of the legal and regulatory constraints relating to Application data to which it is subject in the context of using the Application. The USER guarantees that the specifications and characteristics of the Application comply with the legal and regulatory requirements applicable to it as a data controller or as a contractor of the data controller within the meaning of the Regulations and that it has fulfilled all its obligations, particularly concerning the Regulation, to enable the use of the Application by the Users.
9. Intellectual Property
The Provider retains ownership of the intellectual property rights relating to the Modules and the Application. This includes trademarks, patents, names, acronyms, logos, colors, graphics, or other signs used or implemented by the Provider.
The USER is prohibited from using or exploiting the Provider’s intellectual property rights for purposes other than using the Modules and the Application and/or on behalf of third parties without the Provider’s authorization. The USER shall refrain from filing any patent or taking any action of any kind on its behalf or on behalf of a third party in connection with the Provider’s know-how and intellectual property rights.
Given the significant financial, material, and human investments made by the Provider and the originality of the developments, particularly software, made by the Provider for designing and developing the Application, in the performance of the Contract and generally in the course of its activities, the USER acknowledges and accepts that the Provider is and remains the sole owner of all intellectual property rights relating to the models and algorithms of the Application, including in connection with the use of the Data generated by the USER in the course of using the Application.
Throughout the duration of the Contract and upon its expiry for any reason, the Provider is free to use the Data in its activities, particularly to contribute to the research and development of the Application, to improve its performance, models, and algorithms developed and trained by the Provider in the context of the modules of the Application or any other Application published by the Provider, without the USER being able to claim any intellectual property rights relating to its elements.
In general, the USER acknowledges that they do not acquire any intellectual property rights on the Application, its Modules, its Adaptations, its New Versions, and/or its Evolutions, or the models and/or algorithms that make it up, other than the right of use granted under the user license defined in this Contract and for the sole and strict duration of this Contract.
10. Denunciation – Termination
10.1 Advance Notice
Either Party may terminate this Contract by electronic mail as described in Article 18, no later than one (1) month before the expiration date of the Initial Term or the Renewed Term, resulting in the termination of the Contract at the end of the current term. The USER may request early termination of the Contract in the event of a change in price or scope of the license at the Provider’s initiative. In this case, the Contract will end at the end of the current month.
The obligation of each Party to attempt conciliation as set forth in Article 19 23 “Prior Conciliation” does not apply to this Article.
10.2 Termination for Default
In the event of a breach by either Party of its obligations under the Contract, which is not remedied within thirty (30) calendar days from the date of dispatch of a registered letter or an electronic message with acknowledgment of receipt notifying the breach in question, the other Party may automatically terminate the Contract in whole or in part after attempting conciliation under the conditions defined in Article 19 23 “Prior conciliation” of this Contract, without prejudice to any damages to which the latter may be entitled.
10.3 Termination for Special Reasons
Additionally, either Party may terminate the Contract in whole or in part by sending an e-mail as described in Article 18 notifying the reason for termination, without prior notice, and after attempting to reach a settlement under the conditions defined in Article 19 “Prior Settlement” of this Contract, if one of the following reasons exists:
– Serious risk to the reputation of one of the Parties;
– Legal or regulatory non-compliance proven by a final decision of a competent authority or court.
The Provider also has the right to terminate the contract under the terms of this article in the event of a change of control of the USER.
11. Consequences Of The Termination Of The Contractual Relationship
Upon expiration of the Contract or termination thereof for any reason, the USER shall cease using the Application at the normal contractual end date or the end date set forth in the notification of termination of the contractual relationship, unless otherwise agreed by the Parties. The USER shall have a period of two (2) days to remove the Application from the Configuration. The USER must confirm in writing to the Provider within the same period that these deletions have been made.
The USER will take all steps to inform its Users of the termination of the contractual relationship. All sums still owed to the Provider by the USER on the date of termination shall be due immediately.
Articles 1 “Definitions,” 7 “Scope of Rights Granted,” 10 “Intellectual Property,” 13 “Liability,” 14 “Confidentiality,” 15 “Protection of Personal Data,” and 20 “Law and Jurisdiction” of the Contract shall survive the termination of the contractual relationship between the Parties for whatever reason.
12. Responsibility
It is expressly agreed between the Parties that:
– The Provider is subject to an obligation of means for the performance of its obligations,
– The Provider shall be liable for all direct damages suffered by the USER as a result of a proven contractual breach exclusively attributable to the Provider,
– The Provider shall not be liable for any indirect damage, such as commercial loss, loss of orders, any commercial disruption, loss of profits, or damage to brand image,
– Any action brought against the USER by a third party in connection with the services and/or benefits offered by the USER to third parties from the Application shall constitute indirect damage and shall not entitle the USER to compensation from the Provider. Notwithstanding, in the event of an action directed against the CUSTOMER by a third party due to the use of the Application, the Provider’s liability may be called into question under ordinary law conditions,
– The Provider shall not be held responsible for any failure of the data host,
– The Provider’s liability is limited, in any event, in respect of the performance of the Contract, all claims taken together, to the amount of the last annual fee for the Application collected by the Provider. Additionally, in the performance of the Contract, the USER shall be solely responsible for:
– The integration, implementation, and use of the Application,
– Compliance and conformity of the implementation and use of the Application,
– Errors or malfunctions that may result from the Data it produces and/or uses and from the elements of the Configuration implemented in the context of the use of the Application,
– Any consequence related to the conditions of use and operation of the Application by the Users.
13. Privacy
Each Party agrees not to use, disclose, or communicate by any means whatsoever the Confidential Information of the other Party to any person or entity during the entire term of the Contract and for a period of ten (10) years following its termination. Each Party agrees to protect the Confidential Information of the other Party with the same diligence as it accords to its own confidential information.
The Parties agree to:
– Prevent any disclosure of such Confidential Information outside of their company except as required by one of the Parties to disclose it to its contractors in connection with the performance of the Contract,
– Not reproduce or cause to be reproduced any document or part thereof that may constitute or contain Confidential Information,
– Return to the other Party or destroy, upon expiration or termination of the Contract, all confidential documents of any kind that may have been given to it by the other Party,
– Not use the information for any purpose other than for the performance of the Contract.
The Parties agree that the provisions of this Article shall not apply to information that:
– Becomes known to the other Party by publication or by any means other than a breach of its obligations by the Party that received them,
– Is the result of developments undertaken independently by the receiving Party or on its behalf by persons who do not have access to the other Party’s Confidential Information,
– Is subject to general dissemination by the Party, which will disclose it without specific restriction,
– Is subject to dissemination as a result of a court order.
The Contract Documents shall be considered Confidential Information for the purposes of this section. The Parties agree to consider their methods and know-how as Confidential Information and to use them only for the strict needs related to the provision of the Application. Each Party remains the exclusive owner of the elements making up its know-how. Notwithstanding the foregoing, either Party may refer to this Contract as a business reference.
14. Protection Of Personal Data
The Parties acknowledge that the provision of the Application involves the handling of Personal Data. It is expressly stipulated that the USER remains the data controller or the representative of the data controller, retaining full control over the Personal Data collected and processed. The Provider acts solely as a data processor within the meaning of the relevant legal provisions concerning the protection of personal data, as defined in Article 1 “Definitions” of the GTC and specified in the Regulations.
Within the framework of their contractual relationship, both Parties undertake to comply with the applicable Regulations concerning the processing of personal data implemented under this Contract.
15. Ethics And Compliance
Each Party represents, warrants, and covenants that, in connection with this Contract:
– Neither it, nor its officers, employees, agents, subcontractors, or any other third party acting on its behalf, have committed or will commit any corrupt act against any of the other Party’s officers, employees, agents, subcontractors, or any other third party acting on behalf of the other Party; and
– That it has implemented and will maintain adequate anti-bribery policies and controls to prevent and detect acts of corruption within its organization, whether carried out by its officers, employees, agents, contractors, or any other third party acting on its behalf.
16. Transfer Of The Contract
This Contract has been concluded considering the person of the USER. Consequently, it is non-transferable without the prior written consent of the Provider.
17. Miscellaneous Provisions
Neither Party shall make any commitment in the name of and/or on behalf of the other. Each Party remains solely responsible for its acts, allegations, commitments, services, products, and personnel.
The headings are inserted for convenience only and, in the event of any difficulty in interpretation between any of the headings appearing at the head of the clauses and the content of any of the clauses, the headings shall be deemed non-existent.
This Contract constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any other terms and conditions of purchase, sale, or service of either Party, or any prior covenant, statement, or other agreement between the Parties relating to the same subject matter.
If any provision of the Contract is found to be invalid under a current rule of law or a final court decision, it shall be deemed unwritten, without invalidating the Contract or altering the validity of its other provisions. The fact that either Party does not claim the application of any clause of the Contract or acquiesces in its non-performance, whether permanently or temporarily, shall not be construed as a waiver by that Party of its rights under said clause.
Any communication relating to billing, enforcement, or termination of the Contract shall be addressed to the other Party using the e-mail addresses provided by the other Party when subscribing to the license to use the Application. For the Provider, the e-mail addresses are as follows:
– For billing: invoice@dicteit.com
– For the Contract: legal@dicteit.com
– For helpdesk: support@dicteit.com
18. Prior Concillation
In the event of a dispute arising between them concerning the interpretation or performance of the Contract, and except in the event of failure to comply with the settlement deadlines, the Parties shall endeavor to find an amicable solution to their dispute as soon as possible.
To this end, as soon as a Party identifies a dispute with the other Party, it may request that a meeting be convened to discuss the resolution of the matter in dispute. The meeting will be convened by any means and held within a maximum of fifteen (15) days from the receipt of the request, which will be sent by electronic message.
If, within this period of fifteen (15) days, no solution is found, ratified by a written and signed agreement of the representatives of the Parties, or if the meeting has not taken place, the amicable procedure shall be considered terminated.
19. Law And Jurisdiction
This Contract is governed by Czech law, particularly by the Civil Code. In the event of a mutual dispute, the Conditions prevail over the supplementary provisions of the Civil Code.
The Parties undertake to settle any disputes that may arise between them in relation to the performance or interpretation of the contractual relationship by negotiation and mutual agreement. If a dispute cannot be resolved by mutual agreement of the Parties, it shall be submitted by one of the Parties to the court of the Czech Republic having territorial and substantive jurisdiction. The Parties have agreed on the territorial jurisdiction of the Provider’s ordinary court.