VERSION 02
CARELY PATIENT ENGAGEMENT PLATFORM
(HEREINAFTER: PEP)
GENERAL TERMS AND CONDITIONS
(HEREINAFTER: GTC)
Introduction and definitions:
Article 1
These GTC regulate rights and obligations with respect to use of the Carely Patient engagement Platform service. Service commences upon signing of an Order Form (hereinafter: “Order Form“ or the “OF”). OF together with GTC represent an Agreement which becomes legally binding at signing of the OF (hereinafter together OF and GTC: the Agreement). For the purposes of these GTC Carely digital d.o.o. Ljubljana, Slovenia is referred to as the Service Provider and a party subscribing to PEP services as the Customer.
Terms defined below shall have the meaning as follows:
Article 2
Applicability and duration
(1) Services Provider allows the Customer access to and use of PEP and Customer Success under terms and conditions of the Agreement and in exchange of payment of the agreed Fees.
(2) Access to PEP shall commence on the Activation Date and shall remain in effect for an initial term of one (1) year (the “Initial Term”), unless earlier terminated in accordance with these GTC. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year renewal periods (each a “Renewal Term”), unless either party provides the other with written notice of its intention not to renew at least forty-five (45) days prior to the end of the then-current term. All terms and conditions of GTC shall continue to apply during any Renewal Term unless otherwise agreed in writing by the parties.
(3) Activation of usage rights for PEP shall be defined in the OF (hereinafter: Activation date) and shall in general follow the acceptance of the OnBoarding Service.
(4) Access to PEP includes Customer Success services. Customer Success services start at the Activation date.
(5) The Services Provider shall at latest within 30 calendar days after the expiry of the Agreement send to the Customer (contact person as in the OF) a copy of all personal data recorded in PEP in the form of .CSV. Receipt of such data by the Customer shall presume that all data have been delivered and no further obligations of the Services Provider exist.
Onboarding Services
(1) Scope (as set forth in Service Provider’s Checklist for Integration, as in place from time to time) and timeframe for delivery of Onboarding Service shall be agreed in the OF. Service Provider and Customer shall after completion of Onboarding services undertake the acceptance activities, which will take place (if possible) for each individual phase of the Onboarding Service separately. Acceptance shall take place within 5 calendar days starting after the Services Provider has issued its statement that works have been completed. Prior to acceptance the Customer will test it thoroughly for freedom from defects. At acceptance a special acceptance protocol will be signed by Customer and Service Provider. Customer shall in writing (by email) notify the Services Provider should any defects or deviations from the agreed results be established. In such a notification, it shall provide for a detailed description of a problem. The Services Provider shall remedy such in a reasonable time frame. Breach of a non-major obligation shall not be a valid reason for refusing acceptance. The Customer shall test corrected works within 5 calendar days following the Services Provider’s notification.
(2) Acceptance shall deem to be made (whatever occurs earlier):
1. Live operation of the Service; or
2. Signing of the acceptance protocol referred to in paragraph (1) above;
3. if no acceptance activities have been undertaken by the Customer within the 5 days time window set forth in paragraph (1) above.
(3) Customer shall free of charge provide all collaboration required in connection with proper execution of the Onboarding services and Customer Success Services such as human resources, workspace, access and required rights to IT systems, data, and telecommunications facilities as reasonably requested by the Service Provider.
(4) The warranty period for Onboarding Services shall be six (6) months following acceptance.
Usage Rights
(1) Access to PEP and Fees are as set forth in the OF.
Fees and billing
(1)Fees for Service are composed of (i) fees for PEP usage rights depending on the number of engaged/newly engaged contacts, (ii) Onboarding service (one time payment), (iii) Infobip communication charges, (iv) use of AWS AI tokens and (v) others, if applicable.
(2) Service Provider charges Customer applicable Fees on a monthly basis, meaning the fees are charged at the end of each calendar month for the Services provided during that month. Invoices will be issued on or shortly after the last day of each month and shall be payable within 15 days of the invoice date. The Provider reserves the right to suspend or limit access to the Services in the event of late or non-payment. Further the Service Provider shall be entitled to charge default interest in case of a delay in accordance with applicable legislation.
(3) Fees may be subject to change, provided that Service Provider has given Customer at least 30 days prior written notice of a Fee increase, which shall be effective upon next monthly invoice and thereafter. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties.
Customer Success
(1) The Services Provider shall during the validity of this Agreement provide on-line Support to the Customer in order to allow the Customer to benefit from the efficient functioning of the Service in accordance with terms and conditions defined herein.
(2) Standard support does not include support of a software code that is not part of PEP or a software code that has not been developed by the Services Provider (for example: own Customer’s code or code of 3rd parties). Further, Support does not include requests where the root cause behind the incident is not a malfunction, but a missing functionality or where the request would require additional services. Support includes only support of PEP installed on latest versions of Mozilla Firefox, Google Chrome, Microsoft Edge or Apple Safari and on latest versions of Apple iOS and Google Android.
(3) Customer Success will not apply:
– if Customer has any unpaid due amounts of Fees;
– if Customer does not arrange for remote access and valid authorisations for Services Provider if such is reasonably required in the performance of Customer Success;
– If Customer does not advise Service Provider and give regular and prompt information Customer application, installations, hardware and IT systems that affect or may affect the proper functioning or operations of PEP;
– if PEP runs on old versions of web browsers or mobile operating systems.
(4) Customer Success includes:
– New version, upgrades and updates of PEP at discretion of the Services Provider (hereinafter: New version and updates). Some New versions and updates which require Customer specific configurations or adaptations which can be offered by Service Provider as additional services.
– Assistance in relation to proper use and administration of PEP in accordance with the protocol set forth in Section 8 every Working Day from Monday to Friday within regular working hours between 8 AM and 4 PM CET (hereinafter: Assistance); and
– Correction of malfunctions or defects in the operations of PEP pursuant to the protocol in accordance with Section 8 every Working Day Monday to Friday between 8 AM and 4 PM CET (hereinafter: Corrections).
(5) Customer Success (Assistance and Corrections) is performed via a ticketing system and/or email communication at [email protected]
(6) Contact person with regards to Customer Success on behalf of the Customer shall be stated in the OF.
(7) The Customer shall prior to acceptance test and review the results of the Customer success to establish if they solve the problem as described in the support claim. The testing and review by the Customer shall be made after the Service provider’s notification that the claim has been solved. If the claim will not have addressed the problem properly the Customer shall advise the Service Provider in written form and the Services Provider shall in a reasonable time frame make necessary corrections. The claim shall be deemed closed and solved either by Customer written confirmation or at expiry of five (5) Days, if there is no feedback from the Customer.
Cooperation and contact persons
(1) The Customer and Service Provider shall for the purposes of communication, coordination and control appoint the contacts person in the OF for the purposes of coordination, communication and control.
(3) The Customer and Service Provider shall perform all various operational and procedural activities in relation to execution of these GTC and OF through contact persons.
(4) Parties shall immediately without any delay advise the other party on any change of contact data (such as address, authorized representative, contact data etc.) otherwise it shall be deemed that old data is valid and a party relying on such old data shall not bear any negative consequences.
Undertakings
(1) Services Provider represents as follows:
1) To use commercially reasonable efforts to make PEP available 24 hours a day, 7 days a week, except for planned downtime for maintenance or upgrades of PEP or any Third Party applications.
2) PEP will substantially perform in accordance with the PEP technical documentation under normal use and circumstances.
(2) Customer represents as follows:
1) To fully cooperate and provide full support required for Onboarding Services;
2) To authorize and make available to the Services Provider all required data, information or all rights or authorisation reasonably required by the Services Provider or required in accordance with these GTC;
3) It will not install within PEP any additional applications without a prior written approval of the Services Provider;
4) Shall not infringe upon any Services Provider or Third Party applications IP Rights;
5) Perform control and supervision over users of PEP;
6) That its shall solely responsible for complying with all applicable laws in all jurisdictions governing its use of the Service, including data protection and electronic communication regulation;
6) Customer represents and warrants that all content, data, and materials uploaded to, created within, or imported into the PEP (“Customer Content”) shall:
or any Third-Party Application.
Liability and Carely AI use
(1) Services Provider shall not be held liable in the following circumstances: (i) the loss or issue cannot be reproduced, or it is not attributable to the Services Provider; (ii) the Customer has used the PEP platform in a manner that does not comply with these GTC; (iii) Customer has failed to properly perform its duty to collaborate or failure to take the advice of the Services Provider, (iv) f the loss is caused as consequence of the Vis Majeure, (v) defects of AWS and /or Third Party applications.
(2) Notwithstanding stated above the Service Provider shall not be held liable for any loss of profits, indirect or incidental loss, loss of data.
(3) The maximum amount of damages for which the Service Provider may be held liable for Services or in connection to Service shall not exceed the value of the amount equal to the one year Fees payable by Customer. The stated limitation of liability does not apply if the Services Provider causes the damage with wilful intent or through gross negligence.
(4) Customer acknowledge that PEP may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Service Provider is not responsible for any delays, delivery failures or other problems resulting from such problems.
(5) Carely AI use: Customer acknowledges that the Services may incorporate generative artificial intelligence capabilities powered by Amazon Web Services (AWS) and its affiliated AI model (Anthropic Claude via Amazon Bedrock). The Service may generate text, documents, forms, suggestions, or other outputs (“AI-Generated Content”) based on input provided by the Customer. Customer understands that: (i) AI-Generated Content is automatically generated and may not be factually accurate, complete, or appropriate for all use cases. The Service Provider does not guarantee the legal, factual, or functional suitability of any AI -Generated Content. Customer is solely responsible for: (i) reviewing, verifying, and validating AI-Generated Content before using or acting upon it, (ii) ensuring that their use of such content complies with applicable laws, regulations, and industry standards. The Service Provider shall not use submitted content for training purposes and shall ensure that any third-party AI services used are configured to prevent content retention, to the extent supported by the underlying provider (AWS Bedrock settings). Customer agrees not to use the Services to generate or disseminate any unlawful, discriminatory, harmful, or misleading content. Service Provider reserves the right to disable or limit access to AI features if such use is detected or suspected.
Intellectual Property Rights
(1) Intellectual Property Rights in or in connection with PEP shall be the ownership of Service Provider. Third Party Applications are the ownership of their respective right -holders.
(2) The Customer is granted a non-exclusive, non-transferable and time limited (for the duration of the OF) a right to use the PEP taking into account the following limitations:
(3) This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the PEP, underlying technology or the IP Rights owned by the Service Provider or its respective licensors/Third Party applications. The Service provider’s name, logo and the product names associated with the Service are trademarks of the Service Provider and no right or license is granted to use them.
Warranty
(1) The Services provider warrants that the product will substantially perform within the functionalities as described in the then valid PEP functional description available at https://carely-digital.com.
(2) The Services provider warrants that PEP does not infringe 3rd party IP Rights. If a third party claims that the Services granted hereunder infringes its rights, the Customer must fully inform the Services provider in writing without delay. If the Customer ceases to use the PEP to mitigate loss or for other just reason, the Customer must notify the third party that such cessation does not imply any recognition of the claimed infringement. The Customer will conduct the dispute with the third party both in court and out of court only in consultation and agreement with the Services provider or authorize the Services Provider to assume sole conduct of the dispute.
(3) The Services provider provides no warranties and has no responsibility for defects in quality (i) that is not reproducible or not imputable to the Services Provider, (ii) defect in AWS or Third Party Applications, (iii) use of Third Party Application in contradiction to the Third Party Terms, (iv) in cases where PEP is not used in compliance with these GTC or Service documentation. Without prejudice to the generality of the foregoing, the Services Provider is entitled to remuneration for additional work it does to eliminate any defect that arises out of Customer’s failure to properly discharge its duty to collaborate, inappropriate use of PEP, or failure to follow the Services provider’s recommendations.
(4) The Services Provider shall, subject to limitations as set forth in Section 9 hereinabove, reimburse the Customer for costs and damages for breach of any of Services Providers’ warranties.
Vis majeure
(1) Neither party is responsible for any failure to perform its obligations under this contract, if it is prevented or delayed in performing those obligations by an event of force majeure. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent (hereinafter: Vis majeure).
(2) Where there is an event of Vis majeure, the party prevented from or delayed in performing its obligations under these GTC and OF must immediately notify the other party giving full particulars of the event of Vis majeure and the reasons for the event of Vis majeure preventing that party from, or delaying that party in performing its obligations under this Agreement and that party must use its reasonable efforts to mitigate the effect of the event of Vis majeure upon its or their performance of the Agreement and to fulfill its or their obligations under the Agreement. In case a party does not notify the other party such party cannot rely on exemption based on this paragraph.
Confidentiality
(1) Customer and Service Provider shall hold and treat all marked – up confidential information of the other party respectively and any other information that the receiving party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the necessary degree of care and diligence and not disclose to any 3rd party. No disclosure of Confidential Information shall be allowed except if the other party has consented to such disclosure in writing.
(2) The Customer and Service Provider shall protect and not disclose any information that has not been disclosed expressly but knowledge of which has been obtained through performance of this Agreement.
(3) The Customer and Service Provider shall disclose Confidential data only to its employees or subcontractors who need to know the information for proper fulfillment of their respective task and in scope that is needed for such a task. The Customer and Service provider shall remain fully responsible for breach of confidentiality duties regardless if the breach has been done by an employee or sub-contractor.
(4) The Customer and Service Provider shall with regards to protection of personal data execute a Data Processing Agreement which is in Schedule 1 of these GTC.
(5) Notwithstanding the foregoing, a party shall have no obligation with respect to any confidential information that (i) is or becomes within the public domain through no act by the party in breach of this Agreement, (ii) was lawfully in the possession of the party without any restriction on use or disclosure prior to its disclosure hereunder, (iii) is lawfully received from another source subsequent to the date of this Agreement without any restriction on use or disclosure, or (iv) is required to be disclosed by order of any court of competent jurisdiction or other governmental authority (provided in such later case, however, that the party shall timely inform the other party of all such legal or governmental proceedings so that the other party may attempt, by appropriate legal means, to limit such disclosure, and the party shall further use its best efforts to limit the disclosure and maintain confidentiality to the maximum extent possible).
(6) Obligation to protect confidentiality of Confidential Information shall remain in place also after termination of this Agreement.
(7) Notwithstanding the provision of this article the Customer allows Service Provider to disclose and make publicly available the name of a Customer as its client for its sales and marketing purposes. The Customer further allows, subject to its special authorisation, Service Provider to use and make publicly available various quotes of Customer’s personnel with regards to CRM.
Data processing
The Services Provider (as data processor) shall process personal data in accordance with authorisation and documented instructions of the Customer (as data controller) as further detailed in a Data processing agreement attached to these GTC. The Services provider shall be entitled to subcontract its obligations in accordance with the terms and conditions outlined in the Data Processing Agreement.
Governing laws and dispute resolution
Service Provider and Customer shall try to settle any dispute in good faith and out of the court. If such will not be possible any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the courts of Ljubljana. GTC and Agreement are governed by and constructed in accordance with the laws of the Republic of Slovenia without reference to any principles of conflicts of laws.
Attachments
Executed OF represents with GTC a complete legal agreement (Agreement). In case of discrepancy or conflict between documents executed OF shall prevail.
Headings
The headings and captions used in the Agreement are for reference purposes only and should not have any effect on the interpretation of these GTC.
Set off and assignment
The Customer may in relation to the Services Provider only set off debts that are based on final court decisions or approved in writing by the Services Provider.
Customer will not assign the Agreement without prior written approval of the Service Provider. The Agreement may be assigned by the Service Provider to a (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
Extraordinary termination
(1) In the event that either party commits a material breach of Agreement or fails to perform any of its material obligations under Agreement (collectively “breach”), the aggrieved party may serve warning notice (to be sent with registered mail) on the party who has failed to perform its obligations specifying the breach. If the party in breach fails to remedy the breach within 30 calendar days of the date of service of the warning notice to the satisfaction of the other party the non-breaching party will be entitled to terminate this Agreement upon sending a written notice (to be sent with registered mail) to the party in breach, with 15 calendar days’ notice period.
(2) The Agreement shall bind both parties and their eventual successors. The Customer may not assign or transfer Agreement or any of its individual rights or obligations to any 3rd party without a consent of the Service Provider (which shall not be unreasonably withheld or delayed), unless otherwise agreed herein.
(3) Regardless of the reasons why Agreement has terminated, provision of Agreement which imply contractual obligations that are not strictly limited to the duration of Agreement (for example: IP Rights, Confidentiality) shall survive the termination and remain binding for both Customer and Service Provider with no time limitations.
(4) Following termination for breach the Services Provider shall be entitled to payments only for services for which conditions for payment have been met. The Fee shall be paid pro rata to the duration of the use of Service.
(5) Service Provider may also terminate the Agreement prior to its regular expiry in case of discontinuation of the Service or substantial change in the architecture of the Service or material change of the Third Party Providers, provided that a 30 days notice will be given to the Customer.
Article 20
Changes to the OF and GTC
(1) Any amendments or additions to a signed OF require a written form signed by both parties.
(2) Services Provider may make changes and amendments to these GTC or adopt completely new GTC. In such cases it will advise the Customer 90 calendar days prior to the effective date of such changes.
(3) The Customer that deem that new GTC makes its legal position harder or that its rights are being diluted may cancel, upon notice and detailed explanation, any active OF in a period of 30 calendar days following such notification. If no actions are given by the Customer it shall be deemed that it has endorsed a new GTC version.
GTC VERSION 1 – VALID AS FROM JUNE 2025
Schedule 1: Data Processing Agreement
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