§ 1 Preamble
GANYMEDE COMMUNICATIONS LTD(hereinafter referred to as “GANYMEDE”) provides a portal on its website https://human-fertility.com (hereinafter referred to as “human-fertility.com”) which allows patients and medical practitioners to find out information and establish contact with each other.
GANYMEDE aims to offer factual information and reviews, provided by patients, regarding their medical practitioners, thus aiding patients in finding and selecting the most appropriate professional or treatment. Yet, at the same time human-fertility.com should equally serve as a medium of quality assurance and as a presentation platform for members of the healing professions for joint diseases.
§ 2 Legal Scope
The following contract covers the relationship between GANYMEDE and the member of a healing profession (hereinafter referred to as “client”) with regards to free of charge, as well as fee-based services offered by GANYMEDE.
Contrary terms and conditions on behalf of the client are ineffective, even in cases in which GANYMEDE doesn’t explicitly object to them and performs the contract.
Deviating agreements in individual cases require the written form to be considered effective, including the revocation of this written form clause.
§ 3 Conclusion of contract and subject terms of contract
The scope of membership, the associated fees payable by the client and, if necessary, other conditions are defined in this contract between GANYMEDE and the client. As far as this individual contract refers to a tariff sheet with the agreed demand tariff, the conditions indicated in the respective latest version shall become part of this contract.
The client posts a bid for fulfillment of the contract on the website human-fertility.com by sending an email indicating interest in premium membership. The client is bound to this offer for a duration of two weeks after receipt by GANYMEDE. Upon receiving the payment, GANYMEDE will create a dedicated and optimised page for the client, thereby confirming the conclusion of contract.
The subject term of the contract lies in the client’s membership on human-fertility.com. The membership enables the client to set up an extended and highly visible profile on clinics.human-fertility.com. Texts and images may be added to the extended profile for this purpose. Furthermore, the client has the option to refer visitors to the website of his or her medical office, as well as indicate or adjust the contact information and business hours.
§ 4 Prices and Services
GANYMEDE charges the client the fees communicated at the time the proposal is submitted as remuneration for the rendered services. The fees are due for payment without deduction at the time the invoice is received by the client.
All prices are understood to be in addition to any applicable VAT at the statutory rate.
If the client defaults on payments for services by GANYMEDE, GANYMEDE has the right to decline fulfillment of service due to the client – particularly by temporarily suspending the information and links to websites provided by the client – until such time when the client is no longer in arrears. In such cases, GANYMEDE will announce this suspension to the client in writing in the form of a pre-deadline commonly allowing 10 business days to settle the account. Any other contractual rights due to the customers default stay intact, despite the refusal to perform said services.
In the event of delays in payment, GANYMEDE will charge an interest on arrears at the right of ten percent above the base interest rate. We reserve the right to assert higher damages caused by late payment.
§ 5 Tariff Changes and Tariff Upgrades
GANYMEDE has the right to adjust the fees and service content of the agreed upon demand tariffs (tariff change), in response to changed circumstances, by providing the customer with a written notification toward the end of the quarter, including an advance period of notice of two months. If the client does not want to continue the contract with the changed tariffs he has the right to cancel it up to the date of the change in tariff.
GANYMEDE is disposed to upgrade the contract to a demand tariff with higher scope of services (tariff upgrade). A tariff upgrade requires the client to sign an individual contract for the new demand tariff.
§ 6 GANYMEDE’s Area of Responsibility; Disruptions in Performance
GANYMEDE offers its services on the basis of the current state of the internet and the current technical, legal and commercial frameworks for the exchange of data via the internet. The client is aware that the exchange of data via the Internet depends on these conditions, as well as additional circumstances – e.g. the conditions of downstream data lines, which GANYMEDE has no influence over and, consequently, accepts no responsibility for.
In accordance with paragraph 1, GANYMEDE claim for payment remains unaffected by possible disturbances of the quality of data exchange via the internet, as said disturbances are outside of GANYMEDE’s area of responsibility. If such disruptions render GANYMEDE unable to provide the client with the offered service, or if the service isn’t fully available to the client over a significant period, the client will have the right to an extraordinary denunciation toward the end of each calendar month. A seven day notice must be given and the denunciation needs to be in written form to be valid. Further rights of the client are excluded.
If GANYMEDE does not perform its services, or does not perform its services in contractual way, in cases other than those provided in §6 para.2, the client is obligated to give a notice of defect toward GANYMEDE in written form.
If GANYMEDE does not perform its services, even after the expiry of a reasonable period and after a legitimate notice of defect, the customer will have the right to reduce the ongoing fees for the provided services appropriate for the period and extent to which GANYMEDE failed to perform these services in accordance with the contract, after receiving the written notice of defect. Furthermore, the client has the right to an extraordinary denunciation of the contract in adherence with written form. The extraordinary denunciation assumes that the customer has sent GANYMEDE another deadline of at least one week in writing to provide the contractual services, and that this period had expired with the issue unremedied. §11 applies in the event of damages or replacements for futile expenses. Clients using a free of charge membership are not legally entitled to fulfilment of services.
§ 7 Client’s Area of Responsibility
Given GANYMEDE has not explicitly assumed further commitments in the contract, it will be the responsibility of the customer, to establish and maintain the necessary technical infrastructure (hardware, software, telecommunication, internal network, personal website) for participating in the Internet, up to the offering provided by GANYMEDE. This responsibility also pertains to optional links to additional websites, as well as information, pictures and videos by the client. The client provides, in due form, all necessary information for proper start of service by GANYMEDE. It is his responsibility to ensure that the chosen addresses and names (domain, e-mail-addresses) are free and do not infringe upon any third party’s rights.
It’s the clients responsibility to ensure that information, images, videos and linked offers he submitted on human-fertility.com, or that were submitted for him, do not infringe upon any third party’s rights and comply with the legislative framework. § 8 of this contract remains unaffected. It is up to the client to independently and properly design and establish his range of information destined for the internet, in as far as referred to within the extended profile. Additionally, he’s responsible for ensuring compliance with the respective laws pertaining to the profession and/or code of conduct. This also applies to the integration of so called website widgets, which GANYMEDE will make available to the client. Should client’s violations of the aforementioned, or of any other cooperation duties and obligations cause GANYMEDE to fail to perform, or not fully, or not timely perform its services, the customer does not have any rights against GANYMEDE; in particular, any claims for remuneration of GANYMEDE remain unaffected.
The client has to ensure that his IT infrastructure is adequately protected by imple
mentation of some means of professional IT-security.
§ 8 Client’s obligation on human-fertility.com
Premium clients are obligated not to use human-fertility.com’s portal offering in an illegal manner and to respect the laws, as well as the rights of third parties. In particular, this includes the following client obligations:
The premium client ensures, that data he publishes on the internet does not violate the law on protection of minors, the personal rights of third parties and trademark rights, especially the copy rights of third parties. The customer shall desist from introducing data with immoral content.
It’s the client’s duty to avoid an excessive strain on the portal resulting from unintended or improper use thereof. In the event of a breach of the obligations under para.1, GANYMEDE reserves the immediate right to temporarily restrict access to the portal, as well as other services, either completely, or in part, and/or to withdraw from the contract without notice.
The client indemnifies GANYMEDE against claims by third parties, resulting from breach of obligations according to para.1. He is obligated to compensate GANYMEDE for damages resulting from such breaches.
The client declares that the information submitted during the registration was provided to the best of his knowledge and belief, and that he has ensured its validity.
§ 9 Copyright and Trademark Law of human-fertility.com
The Copyright objects created by GANYMEDE or contents owned by GANYMEDE remain in the sole possession of GANYMEDE. Reproduction and/or use of such graphics, audio documents, video sequences and texts in other electronic or printed publications shall not be made without explicit authorization by GANYMEDE.
The client authorizes users of GANYMEDE to save and print provided content for private purposes, on the condition that this activity neither directly nor indirectly serves profit-making purposes.
§ 10 Use by Third Parties
Within the scope of this contract, GANYMEDE grants the client the right to use of the portal exclusively for his own purposes. The client may, neither predominantly nor entirely, commercially provide the access credentials to third parties
If the client makes access available to third parties, he will be held liable to GANYMEDE for the third parties’ behavior to the same extent to which he would be liable for his own behavior.
§ 11 Liability
GANYMEDE will only be held liable, in full, for damages or needless expenditure, regardless of the legal basis (contractual or non-contractual breach of main- or secondary-duty, liability for defects, unlawful act) if evidence of intent or gross negligence can be produced. In the event of mild negligence, GANYMEDE will only be held liable if an obligation was breached, the fulfilment of which initially enables the proper performance of the contract and whose breach jeopardises the fulfilment of the purpose of the contract, given the client regularly trusts this obligation to be adhered to (cardinal obligation), as well as in the case of liability due to delay or original impossibleness; in the mentioned cases, the liability is limited to the extent of the amount agreed upon for the respective delivery and service. GANYMEDE will not be held liable in any other cases of mild negligence.
The liability according to the Product Liability Act and personal injuries, as well as for warranties given by GANYMEDE remains unaffected by the liability restriction according to para. 1.
To the extent to which GANYMEDE is liable for data loss under para.1 and 2, the liability is limited to the loss of such data, which the client has secured in a common manner (at least once a day) in such a way, that he can replicate the data with reasonable effort, except in the event of intent or gross negligence. The right to contest the claim of contributory negligence remains valid at all times.
§ 12 Privacy and data protection
GANYMEDE and the client will properly protect each other’s documents, which are either explicitly marked as, or obvious to be confidential, from unauthorized disclosure to third parties and will handle them in a confidential manner.
GANYMEDE vows to complying with the legal regulations pertaining to data protection and to obligate third parties to compliance by contract.
§ 13 Cancellation
The contract is entered into for an indefinite period of time. It may be cancelled by a term of notice of four weeks prior to expiration of the current accounting period. This contract’s minimum duration is one year, beginning with the conclusion of contract, after which the contract is automatically extended from year to year.
Both contracting parties are entitled to extraordinary termination if due cause exists. Any cancellation requires the written form to be effective.
§ 14 Evidentiary Clause and Burden of Proof
Data retained by GANYMEDE in electronic registers, or in any other electronic format, is considered admissible evidence for proof of data transmissions, contracts and performed payments between the parties.
If the client cites misuse of its identity within the context of the contractual agreement, it must immediately provide GANYMEDE with all available facts and circumstantial evidence pertaining thereto. In the event this obligation is violated and if there is sufficient circumstantial evidence for an action by the client, rather than a third party, the burden of proof shall be on the client to demonstrate that there has been a misuse of identity.
§ 15 Final Provisions
Any contract shall be governed solely by the laws of the United Kingdom.
The place of jurisdiction is that of the GANYMEDE head office.
If individual provisions of these General Terms and Conditions are or become completely or partially invalid and/or unenforceable,
this shall not affect the validity and/or enforceability of the remaining provisions or parts thereof. Much rather, the invalid provision shall be replaced by that which comes closest to its intended purpose.