I. Scope of Application
(1) The following General Terms and Conditions of Contract apply to the provision of services by Curatio Healthcare GmbH (hereinafter referred to as "Curatio Healthcare"). They apply to companies (§ 14 of the German Civil Code), legal entities under public law and special funds under public law.
(2) Other contractual terms and conditions shall not become part of the contract, even if Curatio Healthcare does not expressly object to them. They shall also not apply if Curatio Healthcare refers to written documents of the Customer that contain the Customer's terms and conditions or refer to the Customer's terms and conditions.
(3) These General Terms and Conditions of Contract apply to all current and future contracts for services that are concluded between Curatio Healthcare and the Customer and its successor companies, without the need for a renewed reference to the General Terms and Conditions of Contract.
II. Subject Matter of the Contract, Provision of Services, Use or Implementation of the Results of the Services of Curatio Healthcare
(1) Curatio Healthcare provides services to support the Customer, in particular services in connection with the optimisation of the procurement processes of clinics, consulting, training, analyses, as well as the brokerage and execution of commercial transactions and their negotiation (hereinafter referred to as "Services"). The type, place, time and scope of the services are determined in the respective contract with the customer (hereinafter "Order"). In the event of any discrepancies between the contents of the Order and the General Terms and Conditions of the Order, the provisions set out in the Order shall apply.
(2) The Customer has no entitlement to the provision of services by specific employees of Curatio Healthcare. Curatio Healthcare may, at its own discretion, commission third parties with the provision of services in whole or in part.
(3) The use or implementation of Curatio Healthcare's service results by the customer is not the subject matter of the contract.
III. Obligations of the Customer to Cooperate and to Cease and Desist
(1) The Customer shall appoint a qualified contact person for Curatio Healthcare, who can make binding decisions for the Customer during the execution of the order. He/she is responsible for all management decisions in connection with Curatio Healthcare's services, for implementing the results of Curatio Healthcare's services and for deciding the extent to which its services are suitable for the customer's purposes.
(2) The Customer shall provide Curatio Healthcare with all information, resources, evidence and documents, including access to systems, premises and persons (hereinafter referred to as "Customer Information") required for the provision of the service in a complete, correct, timely and free of charge manner. This also applies to such Customer Information that only becomes known during Curatio Healthcare's activities.
(3) The Customer shall bear responsibility for the correctness and completeness of the Customer Information provided to Curatio Healthcare. Unless expressly agreed otherwise, Curatio Healthcare is not obliged to check the customer information for accuracy and completeness. Upon request, the Customer shall confirm in writing the accuracy and completeness of the Customer Information provided by him. The Customer warrants that the Customer Information provided by him does not conflict with copyrights and/or other rights of third parties and indemnifies Curatio Healthcare from claims of third parties due to the infringement of the aforementioned rights.
(4) The Customer shall be responsible for ensuring that its employees comply with the obligations incumbent upon them vis-à-vis Curatio Healthcare.
(5) The Customer undertakes to refrain from anything that could jeopardise the independence of Curatio Healthcare's employees. This applies in particular to offers to employ the employee and to offers to accept orders on the employee's own account.
(1) The remuneration of Curatio Healthcare is exclusive of taxes, so that the customer must pay additional value added tax at the statutory rate. Curatio Healthcare is entitled to demand reasonable advances on its remuneration and the reimbursement of expenses and to make the delivery of its work results dependent on the full satisfaction of its claims.
(2) Curatio Healthcare is entitled to additional remuneration if the Customer entrusts Curatio Healthcare with the performance of additional tasks not provided for in the order. The daily or hourly rate agreed in the order is decisive for determining the amount of the additional remuneration. If no daily or hourly rate was specified in the fee model, € 1,750.00 per consultant day (a 8h) or € 220.00 per hour - in each case plus VAT - will be charged.
(3) Insofar as Curatio Healthcare is prevented from the proper provision of services due to circumstances attributable to the Customer, Curatio Healthcare shall be entitled to appropriate compensation. An impediment to the provision of services by Curatio Healthcare exists, in particular, if an agreed day of on-site presence has to be cancelled or postponed due to circumstances originating from the sphere of the customer - e.g. due to computer problems at the customer's premises or because information, documents, files requested by Curatio Healthcare from the customer are not made available for the on-site appointment agreed for provision - and Curatio Healthcare learns of this less than 5 working days before the appointment.
The daily rate agreed in the order is again decisive for determining the amount of compensation. If no daily rate was specified in the fee model, € 1,750.00 plus VAT will be charged per consultant day. If an agreed on-site meeting has to be cancelled or postponed due to circumstances arising from the client's sphere of influence, costs of travel and accommodation already booked that can no longer be averted shall be reimbursed additionally. Both contracting parties are entitled to prove a higher or lower claim for compensation or damages.
(4) If the customer defaults on the acceptance of the services offered by Curatio Healthcare, or if the customer fails to perform an act of cooperation that is incumbent upon him in accordance with Clause III. 1, 2 or otherwise, Curatio Healthcare is entitled to terminate the order without notice, following the unsuccessful setting of a reasonable deadline with the threat of termination. Curatio Healthcare's claim to compensation for additional costs incurred as well as damages incurred by Curatio Healthcare as a result of the delay or the Customer's failure to cooperate shall remain unaffected, even if Curatio Healthcare does not exercise its right of termination. Damages shall be determined with regard to the lost fee in accordance with clause IV.3. above.
V. Terms of Payment
(1) Payments to be made to Curatio Healthcare are due immediately and without deduction upon receipt of the invoice and are to be transferred to the account specified in the invoice within 10 calendar days of receipt of the invoice at the latest. Receipt in the account specified by Curatio Healthcare is decisive for the timeliness of payment.
(2) The Customer shall be in default of payment without further ado - even without a reminder - upon expiry of the 10th day after receipt of the invoice.
(3) During the period of default, Curatio Healthcare's claim shall be subject to interest in accordance with the provisions of the BGB/HGB.
VI. Rights of Use of the Customer
(1) With the exception of customer information, all information, consulting services, recommendations or other content of reports, presentations or communications that Curatio Healthcare provides to the customer in fulfilment of the order (hereinafter "work results") are exclusively in accordance with the purpose of the services and for the customer's internal use.
(2) The Customer is not entitled to disclose Work Results in whole, in part or as a summary to third parties (including companies affiliated with the Customer) or to refer to Curatio Healthcare in connection with the Services. This does not apply
to the customer's lawyers if, subject to this prohibition on disclosure, they examine the work results solely for the purpose of advising the customer in connection with the services,
to the extent that the Customer is required by law to disclose the Work Results (in which case the Customer shall notify Curatio Healthcare to the extent permitted by law),
to other persons or companies (including companies associated with the Customer) if Curatio Healthcare has given its prior consent in writing, they have countersigned Curatio Healthcare's Information Agreement and use the Work Results only in the context of the consent given.
Even if the Customer is entitled to disclose work results in whole or in part, the Customer is not permitted to make changes, edits or modifications to the work results.
(3) Insofar as Curatio Healthcare is required to present the results of its work in writing, only the written presentation is authoritative in this respect.
Draft versions of a work result are not binding. They only serve the internal purposes of Curatio Healthcare and/or the coordination with the customer and therefore only represent a preliminary stage of the work result.
VII. Release from Liability
The Customer is obliged to indemnify Curatio Healthcare against all claims of third parties (including those of companies associated with the Customer and claims for reimbursement of procedural and legal costs) as well as resulting obligations, damages, costs and expenses of Curatio Healthcare (in particular reasonable legal costs), which result from the fact that a work result has been used by a third party or because a third party has relied on the work result and the disclosure has been made directly or indirectly by the Customer or at the Customer's instigation. This obligation does not apply if and to the extent that Curatio Healthcare has agreed in writing that the third party may rely on the work result.
(1) In the event of any defects, the Customer shall initially be entitled to subsequent performance by Curatio Healthcare. The customer must assert the claim for subsequent performance in writing to Curatio Healthcare immediately after becoming aware of the defect. In the event of failure, impossibility or unreasonableness of subsequent fulfilment, or in the event of refusal of subsequent fulfilment by Curatio Healthcare, the customer may demand a reduction in the remuneration or withdraw from the contract in accordance with the statutory provisions. Section IX shall apply to any further claims for damages.
(2) Obvious inaccuracies, such as typographical errors, arithmetical errors and formal defects, which are contained in a work result, can be corrected by Curatio Healthcare at any time - including vis-à-vis third parties. Inaccuracies that are capable of calling into question the results contained in a work product entitle Curatio Healthcare to withdraw the work product, also vis-à-vis third parties. Insofar as this is possible and reasonable, Curatio Healthcare shall give the Customer the opportunity to comment in advance in the aforementioned cases.
(1) Curatio Healthcare has unlimited liability for damages arising from injury to life, limb or health, for other damages that are based on an intentional or grossly negligent breach of duty attributable to Curatio Healthcare, as well as for claims under the Product Liability Act, insofar as liability is mandatory thereunder.
(2) In all other cases, the liability of Curatio Healthcare and its vicarious agents vis-à-vis the Client is excluded - as far as legally possible - with the exception of paragraph (1).
X. Intellectual Property
Notwithstanding the delivery of the work product, the intellectual property rights to the know-how, namely data, software, samples, aids, tools, analysis models and systems as well as other methods and expertise owned by Curatio Healthcare (including improvements developed or knowledge acquired in the course of the performance of the services) and to all working documents compiled in the course of the services (with the exception of the customer information reproduced therein) shall remain with Curatio Healthcare.
(1) The contractual parties are mutually obliged to disclose the contents of the order and the other (confidential) documents and information provided within the scope of the order to third parties, or to make them accessible in any other way, only with the consent of the respective other contractual partner. Employees and staff members shall be obliged to maintain confidentiality insofar as they are not already obliged to do so on the basis of their employment contract.
(2) The obligation of confidentiality shall also apply beyond the termination of the contractual relationship.
(3) Subject to overriding statutory duties of confidentiality, the contracting parties are, however, permitted to disclose such information insofar as
the disclosure is without disadvantage for the respective other contracting party,
the information is or becomes public knowledge without breach of the agreement existing between the Parties,
the recipient has received the information after the conclusion of the contract from a third party who, to the knowledge of the recipient, is under no obligation of confidentiality to the disclosing party with respect to the information,
the information was already known to the recipient at the time of disclosure or was independently developed thereafter,
the information is disclosed to the extent necessary to enforce the rights of the recipient under the contract,
the information is required to be disclosed by law.
(4. The Parties shall be permitted to use electronic media to exchange and transmit information. Such use shall not per se constitute a breach of the obligation of confidentiality agreed between the Parties. The Contracting Parties are aware that the electronic transmission of information (in particular by e-mail) involves risks.
XII. Data protection
(1) As part of the provision of services, Curatio Healthcare and third parties acting on behalf of Curatio Healthcare are entitled to process customer information that can be attributed to specific individuals (hereinafter "personal data"). Curatio Healthcare processes personal data exclusively in accordance with applicable law, in particular in compliance with the German Federal Data Protection Act (BDSG) and the respective state data protection laws (LDSG). Curatio Healthcare obliges all contractors who process personal data on behalf of Curatio Healthcare to also comply with these provisions.
(2) The Customer warrants that he is authorised to provide Curatio Healthcare with personal data in connection with the provision of services and that the personal data provided to Curatio Healthcare has been processed in accordance with applicable law.
(3) The Customer shall indemnify Curatio Healthcare against all claims asserted by third parties due to breaches of data protection regulations by the Customer.
XIII Term and Termination
(1) The agreements in the order shall apply irrespective of the time of performance for the services of this order (including such services which were performed before the order was signed).
(2) The terms and modalities of the termination of the contract are governed by the agreements in the order.
(3) The Customer is obliged to remunerate Curatio Healthcare for services completed or services already commenced but not yet completed, as well as to reimburse Curatio Healthcare for expenses and outlays incurred up to the date of termination of the order.
XIV. Prohibition of assignment
The assignment of rights, obligations or claims arising from the order is not permitted.
XV. Prohibition of set-off
Offsetting against claims which are not reciprocal is excluded, unless these are undisputed or have been legally established. The same applies to a right of retention of the client with regard to the remuneration to be paid.
XVI. Names, Logos and Trademarks of the Parties
Neither party is entitled to use or refer to the name, logo or trademark of the other party without the latter's prior consent.
XVII Written form
Amendments or supplements to the order must be in writing to be effective. This also applies to the cancellation, amendment or supplementation of this written form clause. For the effectiveness of the order it is sufficient if each of the contracting parties signs a separate copy of the same document.
XVIII. Applicable law and place of jurisdiction
(1) The legal relations of the contracting parties arising from or in connection with the order shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the provisions referring to other legal systems.
(2) The place of jurisdiction for all legal disputes arising from or in connection with the order is the registered office of Curatio Healthcare in Düsseldorf. However, Curatio Healthcare is also entitled to sue the customer at his place of business.
Status: July 2021