General Terms and Conditions of SkilaMederi AG

§1 Scope of application

1. The present terms and conditions of SkilaMederi AG (hereinafter the "T&C") shall apply to all current and future business relations between SkilaMederi AG (hereinafter "SkilaMederi") and enterprises (hereinafter the "customer") (Mederi and customer hereinafter collectively the "Parties").
2. Deviating, contradictory or supplementary terms and conditions of the customer, even if known to SkilaMederi, shall not constitute an element of the contract unless their application is explicitly acknowledged in writing.

§2 Subject-matter of the contract

1. SkilaMederi supplies analytical solutions to describe regional sales and patient potentials, healthcare providers, as well as opinion and treatment networks. In addition, SkilaMederi provides commissioned data processing services.
2. The scope of the services to be provided by SkilaMederi shall be as described in the contract and its enclosures, in particular the specification of services.

§ 3 Conclusion of contract

1. Offers shall be subject to change. A contract shall not come into being until the written order confirmation or tacit performance of the service.
2. Ancillary agreements, modifications or supplements to the contract shall require SkilaMederi's confirmation in writing in order to be legally effective.

§ 4 Specification of the service

1. SkilaMederi shall provide the service with the greatest care and in consideration of the needs of the customer. The conclusions and recommendations to be derived from the analyses shall be made to the best of SkilaMederi's knowledge; Mederi shall not be responsible for their economic usability.
2. Data provided by the customer or third parties shall only be checked as to their plausibility.
3. SkilaMederi shall be deemed to have provided the services due when the required analyses have been implemented and explained to the customer.
4. Unless otherwise agreed, SkilaMederi may avail itself of the services of expert sub-contractors in carrying out the order. SkilaMederi shall deploy trained staff members who have the necessary specialist knowledge, whom it shall continually guide and supervise in carrying out the order. Furthermore, SkilaMederi shall decide at its own discretion which staff members are deployed or exchanged.

§ 5 Terms, deadlines

1. Unless otherwise agreed, the deadlines agreed in the contract and its enclosures shall not be binding on the service provided by SkilaMederi.
2. If a binding deadline has been agreed between the Parties, this shall only apply on condition that the customer renders the cooperation acts due in accordance with the contract and the present T&C.
3. If SkilaMederi is prevented from rendering the service without any fault on its part, in particular in the event of interruption of operations, or of power failure, as well as in all cases of force majeure, this shall not entitle the customer to withdraw or to demand compensation. Rather, performance deadlines shall be extended as appropriate, at least by the duration of the obstacle to performance. If the obstacle to performance lasts longer than three months, the customer shall be entitled to terminate the contract.

§ 6 Changes of service

1. SkilaMederi shall endeavour to accommodate requests for changes on the part of the customer insofar as it can be reasonably expected to do so in the context of its operational capacities, in particular with regard to required effort and scheduling.
2. Insofar as the customer wishes changes to be effected to the extent of service, it shall inform SkilaMederi of such, specifically designating the specification of the service to be changed.
3. If the requested change impacts the required effort or schedule, SkilaMederi shall notify the customer of this, stating the extent of the impact.
4. If the customer agrees to the changes, the contract shall be implemented with the changed conditions.
5. In the event of no agreement being reached, the contract shall be implemented as originally agreed without a right of termination accruing for the customer from this.
6. SkilaMederi shall be entitled to a reasonable remuneration (based on time and effort) for the examination of the requested change.

§ 7 Cooperation obligations

1. The customer shall be obliged to support SkilaMederi using reasonable efforts and to create all the preconditions necessary for the proper implementation of the contract, in particular to provide the necessary and objectively relevant documents and information.
2. The customer shall also inform SkilaMederi without being asked and at an early time of any circumstances which may be significant to implementation of the contract.

§ 8 Prices and payment conditions

1. The amount of the remuneration shall emerge from the contract and its enclosures. Over and above this, SkilaMederi shall have a right to reimbursement of expenses incurred, such as travel expenses, costs for office and communication services.
2. All and any prices shall be deemed to be exclusive of value-added tax at the time of provision of the service.
3. For services which are rendered later than four months after conclusion of the contract, SkilaMederi shall have the right to effect price increases or price reductions insofar as the costs have changed on the basis of collective agreements, etc.
4. Invoice amounts shall be payable within 10 days of the invoice date without deduction.
5. In the event of exceeding the payment deadline, this shall constitute a default in payment without any reminder. While the default continues, the invoice amount shall incur interest at 8 % above the base rate, on reserve of claiming further damage caused by the default. This shall apply mutatis mutandis in the event of the invoice amount having been deferred.
6. Bills and cheques shall be only accepted as conditional payment. The cost of discounting and cashing shall be borne by the customer.
7. If the customer is more than ten (10) days in arrears in respect of payment, or if a major deterioration in its assets has occurred, the obligations from all and any existing contracts with the customer shall become due for payment immediately. Deferrals or other extensions of the term of payment, including after acceptance of bills, shall terminate; advance payment or a security payment may be demanded for services not rendered.

§ 9 Ownership, copyright and rights of use

1. Ownership of all results of work provided for the customer in whole or in part by SkilaMederi in the context of the contract shall not be transferred to the customer until the agreed remuneration has been paid in full, and also only insofar as such transfer is legally and factually possible.
2. On complete payment of the agreed remuneration, the customer shall receive the non-transferable, non-exclusive right of use in respect of the results of the work rendered in the context of the contract with no spatial or time-related restriction, the content of such right being limited to the contractually-agreed purpose. The right to publish, the right of dissemination, the right of communication to the public and the right of amendment shall not be covered thereby.
3. This transfer shall apply explicitly beyond the end of the contract.
4. Assignment of the above rights shall be compensated for on payment of the agreed remuneration insofar as nothing else emerges from section 32 and section 32a of the German Copyright Act (UrhG).

§ 10 Warranty and liability

1. Insofar as the services provided by SkilaMederi are defective and SkilaMederi is obliged to provide warranty, SkilaMederi shall eliminate the defect by means of subsequent rectification.
2. In the event of rectification being unsuccessful, the customer shall have the statutory rights on proviso that a reduction of the remuneration or reversal of the contract may only be demanded if the service that has been provided is devoid of interest for it.
3. Liability for damages, regardless of the legal reason therefor, shall be restricted to intent, gross negligence or breach of material contractual obligations, except in cases of loss of life, physical injury or damage to health.
4. Liability shall be restricted to damage which according to the nature of the service occurred in a manner that was predictable, typical of this kind of contract and direct, and which one had to anticipate on reasonable consideration.
5. In other respects, the amount of liability shall be limited by the contractually-agreed remuneration.
6. The above claims shall become time-barred after one year.

§ 11 Term and termination

1. The contract shall terminate on fulfilment of the performance obligations assumed by the Parties to the contract. Early termination shall be excluded.
2. The right of immediate termination for good cause shall remain unaffected thereby.

§ 12 Confidentiality and privacy

1. The Parties agree that the Parties shall be enabled to inspect and gain access to confidential information of the other contracting Party.
2. The Parties acknowledge that all and any information (including corresponding duplicates and notes relating thereto) which become known in the context of cooperation shall constitute with no further notification operational secrets falling under the present confidentiality agreement.
3. The Parties undertake to use the information or parts thereof only in the context of the purpose of the contract, and not to make it accessible to third parties, in particular to take all reasonable protective precautions preventing the information becoming available to third parties, even only incidentally. Authorities shall be exempted from this provision insofar as this is required in the interest of authorisation and approval, etc. The Parties undertake to impose the obligation on their staff members with identical content and to provide suitable documentation thereof on request.
4. Independently of any termination of this agreement, the Parties to the contract undertake to treat information becoming known to them in strict confidence and not to permit or facilitate communication to third parties.
5. The undertakings shall not apply to information or parts thereof which were provably known prior to knowledge being obtained in the context of the contract, unless such awareness resulted from prior cooperation between the Parties, or were in the public domain prior to becoming known, or subsequently became known with no contribution from the Party, or became known through a third party not subject to a direct or indirect confidentiality undertaking, or were provably independently drafted.
6. SkilaMederi shall be moreover entitled in the context of the purpose of the order to process or have processed by third parties the personal data entrusted to it, and in doing so shall comply with the provisions on data protection.

§ 13 Final provisions

1. The customer may only assign its rights ensuing from the contract to third parties in whole or part with the written consent of SkilaMederi.
2. Offsetting with counterclaims shall only be permissible if the counterclaim is uncontested, recognised by declaratory judgement or ready to be adjudicated on. The same shall apply to a right of retention where the customer in this respect waives claims based on earlier or other transactions in the ongoing business relationship.
3. The applicable law shall be that of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
4. The place of performance of all and any obligations under the contract shall be Frankfurt a.M., Germany.
5. The venue for all and any disputes arising under the contract shall be Frankfurt a.M., Germany. The same shall apply if the customer has no general venue in Germany or if the place of residence or habitual place of residence are unknown at the time of lodging the action.
6. In the event of individual provisions of the contract, including the present T&C, being or becoming ineffective in whole or in part, the effectiveness of the other provisions shall remain unaffected thereby. The ineffective provision shall be replaced by a provision the economic success of which is as close as possible to the ineffective provision.