Terms and Conditions

Preamble

These General Terms and Conditions (hereinafter "GTC") govern the use of the website www.clinicos.de (hereinafter "Website") and the web-based practice management software ClinicOS® (hereinafter "Software") provided by NoscAi GmbH, Jungfernstieg 34, 20354 Hamburg, registered in the commercial register of the Hamburg District Court under HRB 180698 (hereinafter "NoscAi" or "Provider"). By using the Website and/or the Software, you agree to these GTC. If you do not accept these GTC, you may not use the Website or the Software.

§ 1 Scope of Application

(1) These GTC apply to all visitors and users of the Website and to all contractual relationships between NoscAi and the customer (hereinafter "Customer") in connection with the use of ClinicOS® Software.

(2) Deviating, conflicting, or supplementary terms of the Customer shall only become part of the contract if and to the extent NoscAi has expressly agreed to their applicability in writing.

(3) In the event of a conflict between these GTC and an individually negotiated agreement (e.g., SaaS Agreement, Order Form), the provisions of the individual agreement shall prevail.

(4) NoscAi exclusively addresses entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), in particular licensed physicians, dentists, therapists, medical care centers (MVZ), and other healthcare professionals. Use by consumers within the meaning of Section 13 BGB is not intended.

§ 2 Description of Services

(1) NoscAi provides the Software ClinicOS® as a cloud-based practice management system (SaaS) via the internet. The Software includes in particular modules for: (a) appointment and patient management, (b) billing in accordance with GOÄ and EBM, (c) medical documentation, (d) telemedicine and video consultations, (e) DICOM imaging, (f) digital forms and signatures, and (g) AI-assisted functions.

(2) The specific scope of functions depends on the pricing plan selected by the Customer in accordance with the applicable price list.

(3) NoscAi is entitled to further develop, update, and expand or modify the scope of the Software at any time, provided that the contractually owed core functionality is not materially impaired.

§ 3 Registration and Customer Account

(1) Use of the Software requires registration and the creation of a Customer account. The Customer is obligated to provide truthful and complete information during registration and to keep such information up to date at all times.

(2) The Customer is solely responsible for maintaining the confidentiality of their login credentials and must protect them from unauthorized third-party access. All actions performed using the Customer’s credentials shall be deemed authorized by the Customer.

(3) The Customer shall notify NoscAi immediately if there are indications that their account is being misused by third parties.

§ 4 Rights of Use and Intellectual Property

(1) NoscAi grants the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right to use the Software for the duration of the contractual relationship within the contractually agreed scope.

(2) All copyrights, trademarks, and other intellectual property rights in and to the Software, including all AI models, algorithms, modules, and documentation, remain exclusively with NoscAi. ClinicOS® is a registered trademark of NoscAi GmbH.

(3) The Customer is prohibited from decompiling, disassembling, reproducing, or making the Software accessible to third parties, unless permitted by mandatory statutory provisions.

(4) Content on the Website (texts, images, graphics, layouts) is protected by German copyright law. Reproduction or use requires prior written consent from NoscAi.

§ 5 Customer Obligations

(1) The Customer undertakes to use the Software solely within the limits of applicable law and for the contractually agreed purpose.

(2) The Customer shall implement appropriate technical and organizational measures pursuant to Article 32 GDPR and shall, at its own expense, provide a functional internet connection and a current web browser.

(3) The Customer shall observe the medical duty of confidentiality under Section 203 of the German Criminal Code (StGB) and all professional and data-protection confidentiality obligations.

(4) The Customer shall regularly back up data entered into the Software, to the extent the Software provides export functions for this purpose.

(5) Any misuse of the Software, in particular automated scraping, interference with the security infrastructure, or overloading of systems, is strictly prohibited.

§ 6 AI Functions

(1) The AI functions integrated into ClinicOS® (e.g., transcription, medical letter generation, findings analysis, diagnostic support) are based on experimental machine learning models and serve exclusively as work aids.

(2) AI results do not replace professional or medical judgment by qualified medical personnel. The sole responsibility for medical decisions rests with the Customer.

(3) NoscAi does not warrant the accuracy, completeness, or suitability of AI-generated results. The Customer is obligated to independently review all AI results before use.

(4) AI usage is limited to 1,000 API calls per user per day under the AI and AI+ plans.

§ 7 Fees and Payment Terms

(1) Fees for the use of the Software are determined by the pricing plan selected by the Customer in accordance with the applicable price list.

(2) Unless otherwise agreed, fees are due monthly in advance. Payment is collected via SEPA direct debit.

(3) All prices are exclusive of applicable statutory VAT.

(4) NoscAi is entitled to adjust fees annually on January 1st from the third contract year onward in line with the official inflation rate (German CPI). Any increase shall not exceed 5% per year.

(5) In the event of payment default, NoscAi is entitled to suspend access to the Software and to charge default interest pursuant to Section 288(2) BGB.

§ 8 Data Protection

(1) NoscAi processes personal data exclusively in accordance with the GDPR and the BDSG. Further information on data processing in connection with the Website can be found in our Privacy Policy at https://www.clinicos.de/datenschutz.

(2) To the extent NoscAi processes personal data on behalf of the Customer within the Software, the Parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Article 28 GDPR.

(3) All patient data is processed and stored exclusively on ISO 27001-certified servers in Germany. No transfer of patient data to third countries within the meaning of Articles 44 et seq. GDPR shall take place.

(4) All NoscAi employees and sub-processors are bound to medical confidentiality pursuant to Section 203(3) StGB.

§ 9 Availability and Maintenance

(1) NoscAi aims for average annual platform availability of 99.5%.

(2) Planned maintenance windows shall be announced by e-mail at least 48 hours in advance and shall take place outside normal practice hours (22:00–06:00 CET/CEST). Planned maintenance windows are excluded from the availability calculation.

(3) NoscAi carries out regular feature and security updates and provides German-language e-mail and telephone support on business days from 08:00 to 18:00 CET/CEST.

§ 10 Liability

(1) NoscAi shall be liable without limitation for intent and gross negligence and for injury to life, body, or health.

(2) In the event of slight negligence, NoscAi shall be liable only for breach of essential contractual obligations ("cardinal duties"), limited to foreseeable, typical damage, but in any event to a maximum of twelve (12) times the monthly base fee.

(3) NoscAi shall not be liable for indirect damages, consequential damages, loss of profit, data loss, or loss of productivity, except where caused by willful misconduct or gross negligence.

(4) Liability under the German Product Liability Act (ProdHaftG) remains unaffected.

§ 11 Term and Termination

(1) The minimum contract term and notice periods are determined by the pricing plan selected by the Customer.

(2) For monthly billing, either Party may terminate with one month’s notice effective at the end of a calendar month. For annual billing, the notice period is three months effective at the end of the respective contract term.

(3) The right of either Party to terminate with immediate effect for good cause remains unaffected. Good cause exists in particular where the Customer is in arrears with more than two monthly installments despite a reminder, or materially breaches these GTC.

(4) Upon termination, NoscAi shall make Customer data available for export in a machine-readable format within 30 days. After expiry of this period, data shall be irrevocably deleted.

§ 12 Condition Precedent (KBV)

For customers primarily active as statutory health insurance physicians in Germany, the effectiveness and binding nature of the contract are subject to the condition precedent (Section 158(1) BGB) of legally binding KBV certification for the operation of ClinicOS®. If certification is definitively denied, the contract shall be deemed not to have come into existence. This condition does not apply to customers primarily active in private medical care.

§ 13 Amendments to the GTC

(1) NoscAi is entitled to amend these GTC with effect for the future if this is necessary for objectively justified reasons (e.g., change in law, supreme court rulings, technical developments).

(2) Amendments shall be notified to the Customer in text form at least six weeks before they take effect. If the Customer does not object within six weeks of receipt of the notification, the amended GTC shall be deemed approved. NoscAi shall separately inform the Customer in the amendment notification of the significance of the deadline.

§ 14 Final Provisions

(1) This Agreement shall be governed exclusively by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) Exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Hamburg, provided the Customer is a merchant, legal entity under public law, or a special fund under public law.

(3) Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. The Parties shall replace the invalid provision with a valid provision that most closely reflects the original economic intent.

(4) Assignment of rights and obligations under this Agreement by the Customer requires the prior written consent of NoscAi.

(5) No oral side agreements exist. Amendments and additions to these GTC require text form to be effective.