Terms of Service

1. Scope, parties

These Terms govern all contracts between UDY Digital, Rissenerstr. 42, 22880 Wedel, Germany ("Provider") and any business, professional or public-law entity ("Clinic") using the ClinicVi platform. ClinicVi is offered exclusively to business customers; consumers are not parties to this contract.

2. Subject matter

Provider supplies ClinicVi as Software-as-a-Service. Functionality includes treatment-request inbox, CRM, video meetings, appointment management, AI assistant, website builder and marketing tools. Provider does not itself supply medical services.

3. Contract formation

The contract is formed upon clinic-account registration and acceptance of these Terms. Paid plans may be added separately.

4. Service availability

Provider targets an average annual availability of 99.5 %, excluding planned maintenance and force majeure. Planned maintenance is announced in advance where reasonable.

5. Clinic obligations

• Provide truthful clinic and personal data on registration.
• Keep credentials confidential.
• Comply with applicable law (medical professional law, HWG, MPG, GDPR, KVKK).
• No unlawful content; no infringement of third-party rights.
• Act as the clinically responsible party toward patients.

6. AI assistant

The AI assistant produces draft replies based on materials provided by the clinic. The clinic alone is responsible for reviewing and approving content before sending to patients. Provider is not liable for content of automated replies.

7. Patient data, processing on behalf of clinic

The clinic is the controller of patient data processed via the platform. Provider acts as processor under Art. 28 GDPR; a Data Processing Agreement (DPA) is part of this contract and made available on signup.

8. Fees, payment

Fees follow the selected plan. Invoices are due 14 days after receipt. On late payment, Provider may suspend access and charge statutory default interest (§ 288 BGB).

9. Term, termination

The contract runs indefinitely and may be terminated by either party with 30 days' notice to the end of the month, unless the selected plan provides otherwise. Extraordinary termination for cause remains unaffected.

10. Liability

(1) Provider is fully liable for intent, gross negligence, harm to life, body or health, where a guarantee was assumed, and under the German Product Liability Act.

(2) For simple negligence, Provider is liable only for breach of essential contractual duties (cardinal duties) — duties whose fulfilment is necessary for proper performance of the contract and on whose observance the Clinic is regularly entitled to rely. In that case liability is limited to the typical, foreseeable damage at contract conclusion.

(3) The liability cap in paragraph 2 is further limited to the higher of: (a) fees paid by the Clinic in the twelve months preceding the loss event, or (b) EUR 5,000. This cap applies per claim and in aggregate per contract year.

(4) Further liability — in particular indirect damage, lost profits, data loss where backups were not maintained by the Clinic, or pure financial loss of third parties — is excluded so far as legally permitted.

11. Force majeure

Neither party is liable for delays or non-performance caused by events beyond reasonable control (natural disasters, third-party cyber-attacks, government orders, strikes).

12. Changes to these Terms

Provider may amend these Terms with effect for the future. The clinic is notified at least 30 days before changes take effect. If the clinic does not object within that period, the amended Terms are deemed accepted; the consequence will be expressly noted in the notification.

13. Governing law, jurisdiction

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. Exclusive jurisdiction lies, where legally permissible, at Provider's registered seat.

14. Severability

If any provision of these Terms is or becomes invalid, the remaining provisions remain in effect.