Allgemeine Geschäftsbedingungen (AGB) / General Terms and Conditions (GTC) of Vertama GmbH
1. Geltungsbereich / Scope
1.1 (EN)
These General Terms and Conditions (GTC) govern all contracts,
services, and the use of cloud-based software solutions and services
provided by Vertama GmbH ("Vertama"), particularly those
enabling hospitals and other healthcare institutions to fulfill
statutory reporting obligations.
1.2 (EN)
Any deviating or conflicting terms of the customer shall not apply
unless Vertama expressly agrees to them in writing.
1.3 (EN)
Vertama's services are offered exclusively to business customers
within the meaning of §14 of the German Civil Code (BGB), particularly
hospitals, hospital groups, laboratories, public health authorities,
and comparable institutions.
2. Vertragsschluss / Conclusion of Contract
2.1 (EN)
The contract is concluded upon written order by the customer and
acceptance by Vertama.
2.2 (EN)
Vertama provides the customer with personalized access credentials.
The customer must keep these confidential and notify Vertama
immediately of any misuse or loss.
2.3 (EN)
There is no entitlement to conclude a contract. Vertama reserves the
right to reject any contract without stating reasons.
3. Leistungen von Vertama / Services Provided by Vertama
3.1 (EN)
Vertama provides cloud-based software solutions enabling hospitals and
other institutions to fulfill statutory reporting obligations (e.g.,
to the Robert Koch Institute, registry offices, public health offices,
district courts, or other authorities) in an automated and auditable
manner.
3.2 (EN)
The software is provided as Software-as-a-Service (SaaS) and is
operated, maintained, and continuously improved by Vertama in a secure
cloud environment.
3.3 (EN)
Vertama provides the technical infrastructure, security measures,
updates, and support services as contractually agreed.
3.4 (EN)
Vertama is entitled to engage third parties as subcontractors to
fulfill its contractual obligations.
4. Pflichten des Kunden / Customer Obligations
4.1 (EN)
The customer is responsible for the accuracy, legality, and
completeness of the data transmitted.
4.2 (EN)
The customer shall ensure that Vertama's services are used solely for
lawful purposes.
4.3 (EN)
The customer agrees to indemnify Vertama against all claims by third
parties resulting from unlawful use of the services.
4.4 (EN)
The customer must comply with all technical and organizational
requirements specified by Vertama for implementation and use of the
software.
5. Nutzungsrechte / Usage Rights
5.1 (EN)
Vertama grants the customer a simple, non-transferable, and
non-sublicensable right to use the software, limited to the contract
term and intended purpose.
5.2 (EN)
Transfer of usage rights to third parties is prohibited.
6. Verfügbarkeit / Availability
6.1 (EN)
Vertama guarantees an average annual service availability of at least
98%.
6.2 (EN)
Downtime caused by maintenance, force majeure, or failures beyond
Vertama's control shall not count as unavailability.
7. Zahlung / Payment
7.1 (EN)
Remuneration is based on the prices valid at the time the contract is
concluded.
7.2 (EN)
Payments are due within 14 days of invoicing.
7.3 (EN)
All prices are exclusive of statutory VAT.
8. Haftung / Liability
8.1 (EN)
Vertama is fully liable for intent, gross negligence, and injury to
life, body, or health.
8.2 (EN)
In cases of slight negligence, liability is limited to foreseeable
damages typical for the contract.
8.3 (EN)
Vertama is not liable for data loss if the customer has failed to
perform proper data backups.
9. Datenschutz und Vertraulichkeit / Data Protection and Confidentiality
9.1 (EN)
Vertama processes personal data solely in accordance with applicable
data protection laws (GDPR, BDSG).
9.2 (EN)
Vertama acts as a data processor under Art. 28 GDPR and processes data
only on the customer's instructions.
9.3 (EN)
The customer remains the controller within the meaning of the GDPR.
10. Auftragsverarbeitung / Data Processing Agreement
10.1 (EN)
The processing of personal data is governed by a separate Data
Processing Agreement (DPA).
10.2 (EN)
Vertama ensures that all subcontractors comply with applicable data
protection requirements.
11. Vertragsdauer und Kündigung / Term and Termination
11.1 (EN)
The contract is valid for a fixed term of up to 5 years, unless
otherwise agreed.
11.2 (EN)
The contract may be terminated with four weeks' notice to the end of
the term.
12. Schlussbestimmungen / Final Provisions
12.1 (EN)
German law applies exclusively. The place of jurisdiction is Berlin.
12.2 (EN)
If any provision is invalid, the validity of the remaining provisions
shall remain unaffected.