General Terms and Conditions of Sanetics AG
(hereinafter referred to as “GTC“)
Version: June 2024
1 Scope of these GTC
Sanetics AG, Technoparkstrasse 2, CH – 8406 Winterthur, with company/MWST number CHE 392.075.504, has developed a medication dispensing solution consisting of hardware/dispensing stations with software-as-a-service, which guides medical professionals through the filling process of medication dispensers and performs an automated check (dispensing stations and software together hereinafter referred to as “SaniGuide“).
These GTC, together with the Sanetics AG offer and the Sanetics AG order data processing contract, conclusively govern the contractual relationship between Sanetics AG and the Customer (Sanetics AG and the Customer together hereinafter referred to as the “Parties” and each individually as a “Party“). By accepting the offer from Sanetics AG, the customer is deemed to have accepted these GTC.
Sanetics AG reserves the right to amend these GTC at any time. In such a case, Sanetics AG shall notify the customer in advance of any changes. If the customer does not notify Sanetics AG in writing within 30 days of notification of the changes that he does not agree with the notified changes, the changes shall be deemed to have been accepted by him.
2. services provided by Sanetics AG
Sanetics AG undertakes to make available the number of directional stations specified in the offer during the term of the contract, as well as to configure the interface to the prescription software and to set up the user profiles (initial configuration).
Sanetics AG also undertakes to provide customer training and supervised set-up at the start of the contract in accordance with the offer.
Sanetics AG will update the software at its own discretion without having to notify the customer in advance.
Sanetics AG undertakes to provide remote support by e-mail to info@sanetics.ch or by telephone NUMBER on working days in the city of Winterthur (Switzerland) from 09:00 to 17:00 CET, up to a total of 10 hours per contract year. Remote support includes troubleshooting and assistance with the use of SaniGuide.
Should further customer training be requested by the customer later on the timeline, support at the customer’s premises or rectification of defects not covered by Sanetics AG’s warranty in accordance with Section 5 of these GTC, the customer shall be obliged to pay additional compensation for Sanetics AG’s time and material expenditure at Sanetics AG’s then applicable hourly rate.
3. rights of the customer
The customer is granted the right to use the number of guide stations specified in the offer and the respective available version of the SaniGuide software for the number of residents also specified in the offer (hereinafter referred to as “Residents“) for the filling process of medication dispensers in accordance with the SaniGuide operating and maintenance instructions for the duration of the contract, whereby use may only be made by medically trained employees who have been trained on SaniGuide.
The customer is prohibited from using SaniGuide for purposes other than those described in the previous paragraph. In particular, the customer is prohibited from using SaniGuide:
- To manipulate or change;
- by yourself or by a third party;
- to copy;
- to disassemble or decode;
- unqualified or untrained employees, unaccompanied by qualified and trained employees, or any third parties.
The customer has no right to disclosure of the source code of SaniGuide.
4 Obligations of the customer to cooperate
The customer is obliged to the following:
- System connection 1 (prescription software):
- Provision of interface to prescription software (list of compatible providers on website)
- Provision of SFTP server or network storage
- For API or SFTP transaction integration, the customer must agree to the software provider’s data processing documents, otherwise no data flow can be set up. The organization of the data processing documents is the responsibility of the customer. Sanetics AG provides the specifications for receiving the transaction data. As soon as the prescription data flows from the prescription software to the defined server/memory, Sanetics performs a data check and initiates the data feed. The data check checks the format of the data and not its completeness.
- Update of the prescription software
- Maintenance of medication data
- System connection 2 (medication database)
- License for CareIndex from HCI Solutions (part of CareCoach license)
- System connection 3, if required (user directory for authentication and authorization)
- Provision of interface to user directory for user synchronization (list of compatible directory services and protocols on website)
- Maintenance of the user directory, users and roles
- System connection hardware (medication distribution system MVS)
- List of compatible providers and versions on website
- Configuration of the distribution system
- Provision of initial login data
- First name
- Surname
- password
- Role (Admin/User)
- Provision of Internet access for support, updates and monitoring
- Maintenance of login data on SaniGuide (if no directory service is connected)
- Training of employees, any (family) pharmacies and general practitioners
- Correct system settings on SaniGuide
- Installation & commissioning SaniGuide
- Cleaning, operation and maintenance in accordance with the operating and maintenance instructions.
5. warranty
Hardware/directional stations
Sanetics AG warrants that the hardware/straightening station supplied for the straightening of tablets according to a prescription from a pre-system is free from defects in material and workmanship at the time of delivery. Should material and processing defects in the hardware/straightening station become apparent during the term of the contract, Sanetics AG shall (at its own discretion) repair the hardware/straightening station in question in accordance with the following conditions without charging for the time and materials used or replace the straightening station or its defective parts. Sanetics AG reserves the right (at its sole discretion) to replace spare parts of defective straightening stations either with as-new spare parts or replacement spare parts.
Software
Sanetics AG guarantees that the software, including the interfaces to the prescription software, is suitable for the specifications.
Sanetics AG undertakes to rectify any significant deviations from the specifications within a reasonable period of time. If rectification is not possible, the customer shall be entitled to an appropriate reduction in the rental/license fees.
Warranty exclusion
Any warranty of Sanetics AG which goes beyond that explicitly stated in these GTC is hereby excluded to the extent permitted by law, in particular for conditions, circumstances, hardware or software for which the customer is responsible, including but not limited to
- Prescription data in the prescription software correct and up-to-date;
- Regular maintenance and repair or replacement of parts due to normal wear and tear.
- damage, any changes, adjustments or repairs by the customer himself or third parties.
- improper use, in particular non-compliance with the operating and maintenance instructions of Sanetics AG, and (b) connecting or using the SaniGuide in a way that does not comply with the technical or safety regulations applicable in the country in which the device is used, and (c) unsuitable or improperly installed software.
- Repairs carried out by service centers or service dealers that are not authorized by Sanetics AG or repairs carried out by the customer.
- Defects in the system in which this product is installed.
Replacement devices/straightening stations
Availability of replacement devices
In the event of a defect in the alignment station that cannot be rectified within a reasonable period of time, the Provider shall provide a replacement device within four (4) working days.
Warranty on replacement devices
The same warranty clauses apply to replacement devices as to the original alignment station.
Availability of replacement devices
The Provider shall not be liable for delays in the provision of replacement devices caused by factors beyond its control.
6. liability
MDR declaration Statement: SaniGuide is an aid for nursing and medical professionals in the filling process of medication dispensers and a monitoring solution. However, SaniGuide is not a medical device, as SaniGuide is not intended to diagnose, monitor, treat or alleviate illnesses.
The customer is solely responsible for the correct dispensing of medication. With SaniGuide, Sanetics AG provides the customer with a tool to increase the efficiency of error detection. The data for the SaniGuide filling process comes from the customer. The customer alone is responsible for ensuring that
- the SaniGuide is correctly configured;
- that the prescription data in the prescription software is correct and up-to-date.
The customer is also solely responsible for compliance with all legal or regulatory requirements and regulations. The SaniGuide safety concept as a medication safety concept may be quoted to customers.
The liability of Sanetics AG for damages or consequential damages (in particular operational interruptions, malfunctions, absence of error messages, unprevented personal injury due to incorrect medication of residents, consequential financial costs incurred, unrealized savings, additional expenses or data loss) is excluded to the extent permitted by law.
The aforementioned exclusions and limitations of liability do not apply to intentional or grossly negligent behavior
7. indemnification
The customer is solely responsible to the residents. Should residents or their relatives assert claims against Sanetics AG, the customer undertakes to indemnify and hold Sanetics AG harmless from any claims, legal disputes, costs (including court and legal fees) in connection with the use of SaniGuide, incorrect medication, failure to receive error messages and the associated data processing.
8. delivery time/delivery delay
Binding delivery periods and dates must be expressly agreed in writing. Indications with “approx.”, “against” etc. do not refer to binding deadlines, but only indicate the expected delivery date.
The agreed delivery time is subject to the customer fulfilling his obligations to cooperate, including the delivery of data, access and the provision of agreed advance payments. In the event of a delay caused by the customer, the delivery time shall be extended accordingly, as shall factors beyond the control of Sanetics AG.
9. secrecy
The parties undertake to treat as confidential the content of the contract concluded between them and its terms and conditions as well as all confidential information received from the other party in connection with the contract (in particular about residents, products, business figures, employees, organization or contractual partners), including all records and copies made thereof. Confidential information does not include information or data that is demonstrably (i) were already known to the other party prior to their disclosure, (ii) was or became known to the public prior to disclosure or thereafter without breach of this paragraph by the other party, (iii) the other party has received from a third party without that other party being able to recognize that the third party is in breach of a confidentiality obligation towards the disclosing party.
In particular, the party that receives confidential information from the other party is obliged to disclose it only to persons who absolutely need this confidential information, to actively protect it from access by third parties and, moreover, to use it only for the purpose of the contract. Disclosure of confidential information to the competent authorities and courts, as well as employees, consultants or auditors, is permitted insofar as this is necessary to comply with legal provisions or to protect the company’s own rights, and the consultants or auditors are subject to a confidentiality obligation of the same strictness.
10. property rights
The proprietary rights to the SaniGuide guide stations and software (in particular patent, copyright or other property rights) and all their components, including improvements or further developments, as well as their trademarks, are and remain the property of Sanetics AG or its licensors. There is no transfer to the customer, only rights of use in accordance with this contract.
11. duration of contract
The contract between Sanetics AG and the customer becomes binding when the customer signs the offer from Sanetics AG. Unless otherwise agreed, the contract shall have a minimum term of 2 years from the provision of the first alignment station, subject to the following paragraphs. The contract shall be automatically renewed for a further year in each case unless it is terminated beforehand in accordance with the following paragraphs of this Section 12 of these GTC.
Ordinary termination
The contract can be terminated by either party in writing with a notice period of 3 months for the first time at the end of the minimum term of 2 years from the provision of the first alignment station, and thereafter annually in writing with a notice period of 3 months at the end of each contract year.
Extraordinary early termination
Each party is entitled to terminate this contract in writing at any time with immediate effect for good cause. An important reason is in particular
- any breach of a material contractual obligation by the other party, provided that the breach of contract, if remediable, has not been remedied or discontinued within 60 days of a written warning. The following shall be deemed a material breach of contract on the part of the customer (i) a breach by the customer of the rights of use pursuant to Section 3 of these GTC, or (ii) if the customer is more than 90 days in arrears with invoiced payments;
- the insolvency of the other party, suspension of payments, appointment of a receiver, application for the opening of bankruptcy proceedings, suspension of payments or moratorium.
The customer is then entitled to terminate this contract in writing if changes to the regulatory provisions mean that the use of SaniGuide no longer complies with them and the purchaser has given Sanetics AG a period of sixty (60) days in writing to make adjustments so that the regulatory provisions can be complied with and Sanetics AG has not succeeded in doing so.
Return of the hardware/guidance stations
The customer undertakes to return the provided hardware/adjustment stations to Sanetics AG on the last day of the term of the contract in a proper and clean condition at the place of delivery designated by Sanetics AG. The customer also undertakes to delete its own data on the hardware/guidance stations provided. In the event that the returned hardware/guidance stations exhibit damage which is attributable to causes in accordance with the warranty exclusion section of these GTC, the customer shall be obliged to compensate Sanetics AG for the repair or replacement.
1Continuation of certain provisions of these GTC
Sections 6, 7, 9, 10, 13 and 15 of these GTC shall continue to apply indefinitely, irrespective of the termination of the contract. Termination of this contract, for whatever reason, shall not affect any rights and obligations that have arisen up to the time of termination.
13. communication
Sanetics AG is entitled to mention the name of the customer as its customer for SaniGuide in its public appearance (website, social media, etc.) and advertising material.
14 General provisions
“Written” also includes email.
Notifications from Sanetics AG are deemed to have been validly communicated if they have been sent to the last postal or e-mail address communicated to Sanetics AG.
Neither party may assign its rights or obligations or claims under this contract.
Should one or more provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. Ineffective or unenforceable provisions shall be deemed to be replaced by effective and enforceable provisions that come closest to the intended economic purpose of the ineffective or unenforceable provision.
15 Applicable law and place of jurisdiction
The contractual relationship between Sanetics AG and the Customer and these GTC shall be governed by Swiss substantive law, to the exclusion of international conflict of laws rules and international treaties.
Disputes are subject to the exclusive jurisdiction of the ordinary courts at the registered office of Sanetics AG. However, Sanetics AG is also entitled to take legal action against the customer at the customer’s domicile.