General Terms and Conditions

This is a convenience translation. Only the German version is legally binding. Read the German original.

1. Scope

  1. These General Terms and Conditions (AGB) govern the use of the software “MediPulse”, which is provided by Pulse Technologies GmbH, registered in the commercial register of the Local Court (Amtsgericht) of München under HRB 298057, with its registered office at Augustenstraße 87, 80798 München, represented by its managing directors Alexander Baule and Kolja Schmid.
  2. A contractual relationship is established exclusively between Pulse Technologies GmbH and owners or managing directors of medical practices, hospitals or other companies in the healthcare sector within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter: customers). The conclusion of a contract with consumers within the meaning of Section 13 BGB is excluded.
  3. These AGB are accepted without restriction by the express consent of the customers prior to the first use of the software and subsequently by their use of it.
  4. Terms and conditions of the customers that deviate from, conflict with or go beyond these AGB do not become part of the contract. This also applies if customers refer to their own terms and conditions and Pulse Technologies GmbH does not expressly object to them.
  5. Deviating or supplementary agreements between Pulse Technologies GmbH and the customers, in particular framework agreements with operators of multiple locations, take precedence over these AGB, provided that they have been concluded in text form.

2. Offering and Content

  1. With MediPulse, Pulse Technologies GmbH offers an innovative software solution that acts as a digital managing director for medical practices and medical care centers. The platform provides a granular real-time overview of financial key figures and operational processes by integrating various data sources (hereinafter also: third-party providers). These include in particular
    • Practice software: automated and anonymized export and analysis of service data (statutory health insurance (KV), private health insurance (PKV), employers’ liability insurance associations (BG), individual health services (IGeL)),
    • Bank accounts: display of all incoming and outgoing payments by connecting the practice accounts.
    This integration enables users, with just one application software, to monitor the development of their locations, to actively manage employed physicians through target setting and to be informed about their liquidity at all times.
  2. The software is used in the form of a subscription model with different service packages that are available to the customers according to their needs. The exact contents and functionalities are determined individually in the respective contract documents.
  3. Pulse Technologies GmbH already plans to connect the software in the future with further interfaces to third-party providers (hereinafter: extended scope of use), such as:
    • Tax and accounting software (e.g. DATEV): direct access to bookings and personnel administration for the precise allocation of expenses.
    • Further interfaces to relevant data sources, such as appointment booking services (e.g. Jameda, Doctolib).
    Pulse Technologies GmbH reserves the right to make the extended scope of use subject to the conclusion of further service packages subject to a charge.

3. Conclusion of Contract and Use

  1. The contract between Pulse Technologies GmbH and the customers is concluded by registration on the platform and only with express acceptance of these AGB.
  2. The booking of additional service packages subject to a charge requires a separate confirmation by the customers on the platform with express acceptance of these AGB.
  3. Use of the software requires that a component of Pulse Technologies GmbH (hereinafter: “Connector”) be installed on the practice server, which accesses the database of the practice management system (PVS) on a read-only basis. The software itself is provided as a web application. The installation is carried out by a system administrator via remote access or by the customers themselves under the guidance of Pulse Technologies GmbH.
  4. The customers are obliged to use the software properly and to comply with the technical and operational requirements. Use for impermissible or unlawful purposes is prohibited.
  5. The contract language is German.
  6. These AGB are not stored after the conclusion of the contract. The current AGB are available to the customers for inspection at any time via the homepage (https://www.medipulse.de/) under the main menu item “Legal”.

4. Rights of Use

  1. For the term of the contract, Pulse Technologies GmbH grants the customers the non-exclusive, non-transferable and non-sublicensable right to use the software via the internet to the agreed extent for the internal business purposes of their practice, their medical care center or their other institution.
  2. The scope of use is determined by the booked service package and the individually agreed service.
  3. The software is not handed over but provided as a web application. There is no claim to the release of the source or object code. The Connector pursuant to Section 3 may be used exclusively on systems of the customers and exclusively for operating the software.
  4. Authorized users are the customers as well as their employees, the professionals working for them and the advisors engaged by them, in each case within the scope of their duties. The customers may neither make the software available to third parties for use nor rent or resell it, nor provide services for third parties with it.
  5. Modifications, decompilations and other reverse engineering of the software are not permitted; Section 69e of the German Copyright Act (Urheberrechtsgesetz) remains unaffected.
  6. Analyses and reports that the customers generate with the software are freely available to them. They do not acquire any rights to the software itself.

5. System Requirements

  1. The customer must have access to the internet with a sufficiently fast data transmission.
  2. The customer must take suitable measures to protect the systems they use for the use of the software in order to ensure the security and integrity of the systems used by Pulse Technologies GmbH.
  3. The user is obliged to maintain the system requirements in such a way that the provision of a new version of the software is possible at any time. Insofar as Pulse Technologies GmbH is unable to provide maintenance and support for the software because the system requirements have not been maintained, it is released to that extent from its obligation to perform and from any ancillary (performance) obligations.

6. Obligations of the Customers

  1. Use of the software serves solely to provide a granular real-time overview of financial key figures and operational processes. It does not include any advisory service.
  2. Use of the software by third parties outside the business is not permitted. This excludes advisors engaged by the customers, for example in tax, practice or financial advisory. The customers may give them access so that they can advise the customers on the basis of the data in the software. The customers oblige them to maintain confidentiality and are responsible for their use.
  3. Customers undertake to provide only true and accurate information when using the app. This applies in particular to personal details (name or company name, registered office, payment data). Customers are hereby expressly informed that they themselves bear responsibility for the accuracy of all information provided by them.
  4. When using the software, the customer is obliged to observe the principles of information technology security, i.e. in particular to use secure passwords, not to pass on login data and to keep it protected against access by third parties. The customer is solely responsible for the handling of their access data. They are also responsible for actions carried out by third parties using their access data. This applies even if they had no knowledge of this. If the customer becomes aware of or suspects unauthorized access by third parties, Pulse Technologies GmbH must be informed of this immediately.
  5. Pulse Technologies GmbH reserves the right to set requirements for the minimum length and security of passwords, to introduce additional access requirements and to block access immediately in the event of conspicuous usage behavior.

7. Availability and Service Level

  1. Pulse Technologies GmbH provides the software with an availability of 98% per calendar month. The decisive point for measurement is the transfer point between the data center and the internet.
  2. The software is deemed available if its essential functions can be used. Planned maintenance work pursuant to paragraph 3, periods of force majeure pursuant to Section 17 and disruptions within the customers’ area of responsibility, in particular their internet connection, their end devices and their practice management system, are not counted as downtime.
  3. Planned maintenance work is carried out, where possible, at times of low usage and announced at least 48 hours in advance in text form or in the software.
  4. If availability in a calendar month falls below the value pursuant to paragraph 1, the customers may demand a credit on the remuneration owed for that month:
    • below 98% down to and including 95%: 5%,
    • below 95% down to and including 90%: 10%,
    • below 90%: 20%.
  5. The credit must be claimed in text form within two months after the end of the calendar month concerned. Further rights of the customers, in particular reduction pursuant to Section 15 and claims for damages pursuant to Section 16, remain unaffected; a credit granted is offset against such claims.
  6. Pulse Technologies GmbH does not owe the success of access to the software or its usability by every end device and reserves the right to restrict support of the software to certain operating systems and end devices and to regularly adapt these requirements to technical developments. Temporary interruptions of access to the software may occur at any time in the course of necessary maintenance work and in the course of the technical development of the homepage or the app or the server structure; Pulse Technologies GmbH reserves the right to briefly interrupt the customers’ access to the software for this purpose.

8. Maintenance and Support of the Software

Maintenance and support comprise the handling of bugs and malfunctions of the software (hereinafter “disruptions”) through necessary and appropriate measures with the aim of maintaining or restoring the operability and availability of the software. The manner in which disruptions are remedied is at the discretion of Pulse Technologies GmbH.

9. Disruption Reports

  1. Disruption reports by the customer are to be sent exclusively to the e-mail address support@medipulse.de.
  2. In order to enable Pulse Technologies GmbH to remedy the disruption, the customer must provide at least the following information as part of a disruption report:
    1. a comprehensive description of the disruption that occurred,
    2. date and time of the disruption that occurred,
    3. the affected function and the operation(s) performed during which the disruption occurred,
    4. the exact description of the operating system or browser used,
    5. an e-mail address at which the customer can be reached for any queries.
    6. Pulse Technologies GmbH responds to a disruption report that meets the above requirements within 24 hours on working days with a qualified response. Working days are Monday to Friday, with the exception of public holidays applicable throughout Germany. The period begins upon receipt of the report in text form at the e-mail address stated above; reports by telephone do not trigger the period. A qualified response is a substantive statement on the reported disruption; it does not constitute a commitment to a deadline for remedying it.
    Insofar as the customer is unable to provide precise information, they must describe the above points as well as they can.
  1. The customer may propose a prioritization of several disruptions in the disruption report. However, the classification is solely at the discretion of Pulse Technologies GmbH.
  2. Pulse Technologies GmbH aims to send the customer a confirmation of receipt of the disruption report within 24 hours of receipt of their disruption report. The confirmation is sent to the e-mail address of the sender of the respective disruption report.

10. Remedying of Disruptions

  1. Pulse Technologies GmbH endeavors to remedy disruptions within a reasonable period of time. Remedying of disruptions is only owed within the business hours of Pulse Technologies GmbH. Business hours are Monday to Friday, with the exception of public holidays applicable throughout Germany, from 08:00 to 17:00.
  2. Pulse Technologies GmbH handles disruptions that prevent use of the software or cause an essential function to fail, and for which no reasonable workaround exists, with priority over other disruptions and requests.
  3. If disruptions are attributable to software components of third-party providers, Pulse Technologies GmbH will inform the third-party provider thereof and make every effort to remedy the disruption together with the third-party provider or in accordance with corresponding instructions from the third-party provider.
  4. Notwithstanding the above provisions and unless explicitly agreed otherwise in writing, Pulse Technologies GmbH does not owe the remedying of disruptions within specific resolution times. It aims to remedy disruptions that occur within a reasonable time.

11. Terms of Payment

  1. The customers pay the agreed remuneration to Pulse Technologies GmbH for the use of the software (“fee”). At the customers’ choice, the fee is due monthly, quarterly, semi-annually or annually in advance and is charged via the selected payment method.
  2. When additional service packages are booked to obtain the extended scope of use, the fee is increased in accordance with the costs stated on the platform for the respective service package.
  3. All prices stated in these AGB or on the platform are exclusive of the applicable statutory value added tax.
  4. If the customer is in default of payment, Pulse Technologies GmbH may demand default interest in accordance with the applicable statutory provisions within the meaning of Section 288 BGB and is entitled to charge a dunning fee of €10 per reminder.
  5. In addition, Pulse Technologies GmbH reserves the right to block access to the software until the outstanding amounts have been settled.

12. Payment Processing

  1. Pulse Technologies GmbH processes payments via the payment service provider Stripe Payments Europe, Limited, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, D02 H210, Ireland (hereinafter: Stripe). The terms of use of Stripe, available at https://stripe.com/de/legal, apply additionally. Payment is only possible by cashless means and via the following payment methods:
    • Credit card
    • SEPA direct debit
    • PayPal
    • Apple Pay
  2. In the case of payment by credit card, the payment and usage terms of the respective credit card provider apply in detail.
  3. In the case of payment by SEPA direct debit, the customers grant Pulse Technologies GmbH a SEPA direct debit mandate; Stripe carries out the collection on its behalf. The collection does not take place before the expiry of the pre-notification period. If the direct debit cannot be honored due to insufficient funds in the account or due to incorrect bank details, or if the customers object to the debit without being entitled to do so, they bear the fees resulting from the chargeback, insofar as they are responsible for this.

  4. Payments using a payment method offered by the payment service provider PayPal are made via PayPal (Europe) S.a.r.l. et Cie, S.C.A, 22–24 Boulevard Royal, L-2449 Luxembourg (hereinafter: PayPal). The terms of use of PayPal apply, which can be accessed at https://www.paypal.com/de/. To use PayPal, it may be necessary to create a PayPal account. Various payment options are available with PayPal.

    In the case of processing via PayPal direct debit, PayPal collects the invoice amount from the corresponding account as soon as the customer has granted a SEPA direct debit mandate, but not before the expiry of the pre-notification period. If the direct debit cannot be honored due to insufficient funds in the account or due to the provision of incorrect bank details, or if the user objects to the debit without being entitled to do so, they must bear the fees resulting from the chargeback by the respective credit institution, if they are responsible for this in each case.

    In the case of payment as “PayPal invoice”, the payment claim is assigned to PayPal. Before accepting the declaration of assignment, PayPal carries out a credit check using the transmitted data of the user. PayPal reserves the right to refuse payment by invoice if the credit check is negative. If the payment method is permitted, the invoice amount must be paid by the user to PayPal within 30 days of receipt of the service, unless another payment term is specified. In this case, payment with discharging effect can only be made to PayPal. The terms of use of PayPal for purchase on invoice are available at https://www.paypal.com/de/.

  1. For a payment via Apple Pay, provided via the payment service provider Apple Inc., One Apple Park Way, Cupertino, CA 95014, USA, the user must use the “Safari” browser, be registered with Apple, have activated the Apple Pay function, authenticate themselves with their access data and confirm the payment instruction. The payment transaction is carried out immediately after invoicing.

13. Price Adjustment

  1. Pulse Technologies GmbH is entitled to adjust the agreed prices no more than once within twelve months.
  2. An adjustment is notified to the customers in text form at least six weeks before the beginning of the billing period from which it is to apply. The notification states the previous price, the new price and the date on which the adjustment takes effect.
  3. The customers may terminate the contract, up until the adjustment takes effect, with effect from the end of the current billing period. Pulse Technologies GmbH expressly points out this right and the deadline in the notification. If the customers do not terminate, the adjustment applies from the notified date.
  4. Paragraphs 1 to 3 do not apply insofar as the remuneration changes solely because the customers book a different service package or agree on a different scope of services.

14. Contract Term

  1. The term and notice periods result from the individual agreement between the customers and Pulse Technologies GmbH.
  2. Notice of termination must in any case be given in text form (e.g. by e-mail to support@medipulse.de) or in writing to the registered office.

15. Warranty

  1. Pulse Technologies GmbH provides the software to the customers for use for the term of the contract. The provisions of tenancy law (Mietrecht) apply, unless otherwise provided below.
  2. The software is free of defects if it has the characteristics described in Section 2 and in the respective contract documents. Insignificant deviations are disregarded.
  3. Defects must be reported in accordance with Section 9; their remedy is governed by Section 10. Availability is governed by Section 7.
  4. The no-fault liability of Pulse Technologies GmbH for defects that already existed at the time the contract was concluded (Section 536a(1), first alternative, of the German Civil Code) is excluded. Otherwise, liability for damages is governed by Section 16.
  5. The customers’ right to remedy a defect themselves and to demand reimbursement of the necessary expenses (Section 536a(2) of the German Civil Code) exists only if Pulse Technologies GmbH is in default with the remedy or seriously and definitively refuses it.

16. Liability

  1. To ensure the usability of the software, Pulse Technologies GmbH maintains the necessary technical prerequisites in hardware and software, in particular by providing sufficient server capacities and their connection to the internet, insofar as the latter can be influenced by Pulse Technologies.
  2. Pulse Technologies GmbH is not involved in the advisory relationship between the customer and the third-party provider and is not liable for any damages arising in or caused by this contractual relationship.
  3. Pulse Technologies GmbH is responsible for providing the interface platform; it is not liable for the accuracy of the data imported from the third-party providers.
  4. Pulse Technologies GmbH is liable without limitation
    • for intentional or grossly negligent breaches,
    • for injury to life, body or health,
    • in accordance with the provisions of the German Product Liability Act (Produkthaftungsgesetz), and
    • to the extent of any guarantee it has assumed itself.
  5. In the event of a slightly negligent breach of an obligation that is essential for achieving the purpose of the contract (cardinal obligation), the liability of Pulse Technologies GmbH is limited in amount to the damage that is foreseeable and typical for the type of transaction in question.
  6. Pulse Technologies GmbH is liable for the loss of data in accordance with the preceding paragraphs. Pulse Technologies GmbH backs up the customers’ data regularly; the backups are encrypted and stored exclusively in data centers within the Federal Republic of Germany. If a loss of data is due to Pulse Technologies GmbH having breached this backup obligation, the claim for compensation is limited in amount to the effort that would have been required to restore the data from a backup created in accordance with this obligation.
  7. Any further liability of Pulse Technologies GmbH is excluded.
  8. The above limitations of liability also apply to the personal liability of the employees, representatives and governing bodies of Pulse Technologies GmbH.

17. Force Majeure

  1. Events of force majeure that make the performance of the contractual services significantly more difficult or impossible release the affected contracting party from its obligation to perform for the duration of the disruption and to the extent of its effect. Force majeure includes in particular natural disasters, war, terrorist attacks, epidemics, sovereign orders and large-scale failures of the power or telecommunications supply, in each case insofar as they were unforeseeable and could not have been averted even with reasonable care.
  2. Industrial action within the own business of Pulse Technologies GmbH as well as circumstances for which it is responsible are not deemed force majeure.
  3. The affected contracting party informs the other party without undue delay of the occurrence, expected duration and extent of the disruption and makes the efforts that can reasonably be expected of it to limit the effects.
  4. If the disruption lasts longer than two months, each contracting party is entitled to terminate the contract with regard to the affected scope of services. No remuneration is owed for services not rendered as a result of the disruption; amounts already paid are refunded.
  5. Claims under Section 16 remain unaffected insofar as Pulse Technologies GmbH is responsible for the disruption or its effects.

18. Confidentiality

  1. The contracting parties treat all confidential information of the respective other party that becomes known to them in connection with this contract as confidential and use it only for the performance of the contract.
  2. Confidential information comprises all information designated as confidential as well as information whose confidentiality results from the circumstances, in particular business key figures, billing and personnel details of the customers on the one hand and prices, software, concepts and developments of Pulse Technologies GmbH on the other hand.
  3. The obligation does not apply to information that is publicly known or becomes publicly known without breach of this contract, that was already known to the receiving party beforehand, that it has developed independently or that it must disclose on the basis of law, a court decision or an official order. In the latter case, it informs the other party without undue delay, insofar as this is legally permissible.
  4. Confidential information is only passed on to those employees and agents who need it for the performance of the contract; they must be bound accordingly.
  5. The obligation applies for the term of the contract and for three years beyond its termination. The duty of professional secrecy pursuant to Section 19 and statutory confidentiality obligations remain unaffected and apply without time limit.

19. Data Protection and Duty of Professional Secrecy

  1. MediPulse does not process any directly patient-related data from the practice software. For identification, a practice-internal ID is used, which can only be traced back within the practice software.
  2. All data transmissions are encrypted via TLS. Data is stored on access-protected servers with secured databases that are accessible only to authorized systems.
  3. Pulse Technologies GmbH undertakes to comply with the applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
  4. The employees and any cooperation partners of Pulse Technologies GmbH are subject to the duty of professional secrecy with regard to all data and information provided by the customers and are responsible for maintaining it. Pulse Technologies GmbH ensures this under employment law by means of corresponding non-disclosure agreements with employees. Pulse Technologies GmbH collects only the data required for the provision of the software and for payment processing. Confidentiality pursuant to Section 203 of the German Criminal Code (StGB) is governed by Section 11 of the data processing agreement (Annex 1).
  5. In addition, a data processing agreement is concluded between MediPulse and the customers on the basis of Art. 28 GDPR, which forms part of these AGB as Annex 1.

20. Amendment of the AGB

  1. Pulse Technologies GmbH is entitled to amend these General Terms and Conditions with effect for the future insofar as this is necessary for important reasons, in particular to adapt to legal or technical changes. The amended terms are notified to the customer in text form at least six weeks before they enter into force.
  2. If the customer does not object within four weeks of receipt of the notification of amendment, the amendments are deemed accepted. Pulse Technologies GmbH will expressly point out the right to object and the deadline. If the customer objects, the previous General Terms and Conditions remain valid.
  3. Insofar as continuation of the contract under the old General Terms and Conditions is unreasonable for Pulse Technologies GmbH, Pulse Technologies GmbH is entitled to terminate the contract extraordinarily without observing a notice period.

21. Final Provisions

  1. Contracts between Pulse Technologies GmbH and customers are governed by the law of the Federal Republic of Germany, excluding the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods).
  2. München is agreed as the place of jurisdiction for all disputes between Pulse Technologies GmbH and the customers.
  3. Should individual provisions be legally invalid, the remaining parts of the contract remain binding. The invalid provisions are replaced, where available, by the statutory provisions. However, insofar as this would constitute an unreasonable hardship for a contracting party, the contract as a whole becomes invalid.