Terms of sale

Definitions

1.1 For the purposes of these general terms and conditions (“General Terms”), the following definitions apply:

1.1.1 Subscription(s): the Customer's right to use the Database for the term of the Agreement, with the scope of the right to use it specified in more detail according to the applicable subscription. The following subscriptions are available; further information and terms can be found on the Website:

• Basic subscription: the basic subscription for consulting the Database online, also referred to as the “Base” Subscription.
• Partner subscriptions: the Basic subscription plus integration of the Database into partner solutions offered by Partners, such as software, screens and vending machines, or an e-commerce solution or apps, also referred to as:
• “Soft” Subscription: the Basic subscription plus integration of the Database into the partner software used by the Customer.
• “Sign” Subscription: the Basic subscription plus integration of the Database into the screens and vending machines used by the Customer.
• “Wapp” Subscription: the Basic subscription plus integration of the Database into the Customer's e-commerce solution or app.
• Bespoke subscriptions: the Basic subscription plus integration of the Database into certain bespoke solutions used by the Customer and offered by third parties, also referred to as the “Commerce” Subscription. All Bespoke subscriptions may be further divided into “extra”, “ultra”, “supra” and “mega”, depending on the amount of Data the Customer wishes to have available for the intended purpose.

1.1.2 Database: the professional medical platform developed by Medipim in the form of an electronic database accessible via the internet, containing up-to-date information on medicines, parapharmaceutical and cosmetic products.

1.1.3 Service(s): the Database made available for use by Medipim, providing access to the Database through an internet connection and making the necessary Database functions available as a service in accordance with the applicable Subscription.

1.1.4 Documentation: the description supplied by Medipim of the functionality and possible uses of the Database, whether included in the Database or in separate manuals and/or data carriers, including the FAQ and technical documentation.

1.1.5 Data: all information accessible through the Database.

1.1.6 Medipim: Medipim BV, with registered office at Eigenlostraat 1, 9100 Sint-Niklaas and company number 0545.879.079. Medipim can be contacted at info@medipim.be and via the telephone number on www.medipim.com/benl/contact. Bank details: IBAN BE05 3631 3058 4975 and SWIFT/BIC BBRU BEBB.

1.1.7 User(s): the natural person(s) provided with a user ID and password by the Customer and entitled by the Customer, in accordance with the applicable Subscription, to use the Database.

1.1.8 Intellectual Property Rights: all (a) copyrights, patents, database rights and rights relating to trademarks, designs, know-how and trade secrets (whether registered or not); (b) applications for registration and the right to apply for registration of any of these rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

1.1.9 Customer: the healthcare professional who subscribes to Subscriptions and Services.

1.1.10 Agreement: the agreement (including these General Terms) concluded between Medipim and the Customer exclusively via the Website or by email, under which Medipim provides Subscriptions and Services to the Customer.

1.1.11 Partners: service providers (e.g. software companies, web developers, etc.) with whom Medipim has a contractual relationship and who offer certain partner solutions (e.g. software, web and app development) to the Customer, into which the Database can be integrated.

1.1.12 Access Code(s): a user ID and password generated by Medipim and provided to the Customer and/or subsequent access codes made available by the Customer to Users, which provide access to the Database.

1.1.13 Website: the website medipim.be through which the Customer can order and purchase Subscriptions and Services from Medipim.

Applicability

2.1 These General Terms apply to every offer, quotation and order for Subscriptions offered on the Website, as well as to every Agreement entered into between Medipim and the Customer. If a provision applies only to a particular Subscription or Service, this will be expressly stated.

2.2 Medipim makes these General Terms available on its Website at all times and requires the Customer to accept them before placing an order. Medipim sends the General Terms by email as an electronic document when confirming the order.

2.3 Before entering into the Agreement, the Customer acknowledges and agrees to these General Terms. These General Terms always take precedence over the Customer's general terms, unless Medipim and the Customer expressly agree otherwise in writing.

2.4 If Medipim has permitted deviations from these General Terms, for a short or long period and whether explicitly or implicitly, this does not affect its right to require direct and strict compliance with these General Terms at any time.

2.5 Medipim reserves the right to amend these General Terms at any time by publishing a new version on the Website. Any order placed after Medipim has published a new version of the General Terms also constitutes acceptance of that latest version.

Formation of the Agreement

3.1 If an offer or any other proposal from Medipim has a limited validity period or is subject to conditions, this will be expressly stated.

3.2 An offer or any other proposal from Medipim contains enough information for the Customer to understand the rights and obligations associated with accepting it. In any event, a full and accurate description of all Subscriptions and Services is available on the Website. The description is sufficiently detailed to enable the Customer to assess the offer properly.

3.3 The Agreement between Medipim and the Customer is formed when the Customer accepts the General Terms and the offer by placing an order for one or more Subscriptions and Services through the Website, or by confirming in writing that they accept the quotation sent to them. If the Customer wishes to amend Medipim's quotation, the Agreement with Medipim is formed only after Medipim confirms in writing that it accepts those amendments.

3.4 The Customer must provide all information requested by Medipim completely and accurately and notify Medipim promptly of any changes. Medipim's performance of its obligations is conditional on the Customer providing all information necessary to perform the Agreement and meeting all its payment obligations to Medipim.

3.5 The Customer is responsible for the accuracy, completeness and reliability of data and information provided to Medipim by or on its behalf. If there are reasonable grounds to suspect that the information provided is inaccurate or incomplete, Medipim reserves the right to refuse the order or make performance of the Agreement subject to special conditions.

Delivery and access

4.1 Medipim takes the greatest possible care in receiving and fulfilling orders.

4.2 The Customer expressly acknowledges that a Subscription applies only to one branch (or APB number), and that use across several of the Customer's branches also requires the Customer to order several Subscriptions. The number of authorised Users per Subscription is in principle limited to one User per Subscription, unless Medipim expressly permits otherwise.

4.3 Medipim undertakes to provide (access to) the Database and Services within a reasonable period after the Agreement is concluded and in accordance with the applicable Subscription.

4.4 Access to the Database is provided using Access Codes generated by Medipim. The Customer must provide accurate and complete information for these codes and will receive them from Medipim after the Agreement is concluded and the information has been received.

4.5 For a “Wapp” Partner Subscription or “Commerce” Bespoke Subscription, the Customer must expressly specify the URL for which the Subscription is being purchased. Where applicable, access will also be provided through an extended API to the web developer designated by the Customer.

4.6 The Customer and its Users must take all reasonable steps to prevent unauthorised persons from learning the Access Codes provided to the Customer and/or managed internally by the Customer and provided to its Users. The Customer is solely responsible for the use of Access Codes by Users. The Customer must handle Access Codes carefully and ensure that they are known only to Users it has authorised.

4.7 If it is established or reasonably suspected that unauthorised persons are using or may use the Database, Medipim reserves the right to have access to the Database blocked. Medipim will notify the Customer as soon as possible and, where possible, provide replacement Access Codes after the block.

4.8 If unauthorised use of the Database is attributable to the Customer, the Customer must reimburse Medipim for the technical and administrative costs actually incurred in blocking access and replacing the codes.

Scope of the right to use

5.1 The right to use the Database is a non-exclusive, non-transferable right for the term of the Agreement, subject to the terms and restrictions of this Agreement and the applicable Subscription.

5.2 The right to use the Database is granted to the Customer and its authorised Users. The Customer and its Users may not sell, rent, sublicense or otherwise make the right to use the Database available to a third party for any purpose.

5.3 The Customer and its Users may use the Database only for their own business activities or to create the Customer's own product, meaning to consult the Database online or equip the Customer's own e-commerce solution/app or screens/vending machines with Data from the Database. A copy of the Database or of the Database's data as such is not permitted under these terms.

5.4 The scope of the right of the Customer and its Users to use the Database is determined in more detail by the description of the Subscription in question that applies when the Agreement is formed.

5.5 In any event, without Medipim's prior written consent, the Customer and its Users may not retrieve, store, copy or reuse the contents of the Database, in whole or in part, systematically or otherwise, outside the purpose described in this Agreement and the applicable Subscription.

5.6 The Customer and its Users may not alter the content or composition of the Database, remove data from it or add data to it.

Term of the right to use

6.1 Subscriptions and licenses are each entered into and granted for a period of twelve (12) months and are then automatically renewed for successive periods of twelve (12) months, unless Medipim or the Customer terminates the Agreement at the end of the initial term or at any time thereafter, subject to a notice period of at least three (3) months.

6.2 Notice of termination of the Agreement must be given in writing (by registered letter or email) and takes effect on the first working day after it is sent.

6.3 If the Agreement is terminated or dissolved, Medipim will immediately terminate all rights of the Customer and its Users to use the Database. After termination or dissolution, the Customer must refrain from any direct or indirect use of the Database made available to it and must remove all information and Data obtained from Medipim from, among other things, all computer equipment, e-commerce solutions/apps, screens/vending machines, etc. in the Customer's possession within five (5) working days of the date of termination or dissolution of the Agreement.

Rights and obligations of Users

7.1 The Customer is responsible for acquiring, managing and maintaining the necessary hardware and software, connections and a suitable internet browser required to use the Database under the applicable Subscription.

7.2 The Customer is responsible for all use of the Database and Access Codes on its behalf, including unauthorised or careless use.

7.3 The Customer and its Users may not disclose, copy, reproduce, store or modify the Database or Data, except to the extent necessary for use expressly permitted under this Agreement and the applicable Subscription or to correct errors in the Database.

7.4 When copying or otherwise reproducing the Database and Data, the Customer and its Users may not: (i) alter or remove any notices in the Database and Data concerning Intellectual Property Rights or confidentiality, or any other reference to Medipim or third parties; or (ii) remove or circumvent technical measures applied by Medipim to the Database.

7.5 The Customer and its Users may not use the Database and Data, the system and/or disk space for acts or conduct that violate applicable laws, the Agreement or the applicable Subscription, or for the following acts and conduct, which cannot reasonably be considered careful use, including but not limited to: (i) spamming; (ii) hacking; (iii) infringing copyright-protected works or otherwise violating third-party Intellectual Property Rights; (iv) publishing or distributing child pornography, committing sexual harassment or otherwise harassing people; (v) taking actions that the Customer knows or can reasonably suspect may interfere with or damage the infrastructure, Database, Data, Medipim, Medipim's customers and/or other internet users; etc.

7.6 If the Database and Data are also intended for use outside Belgium or target an audience outside Belgium, the Customer must ensure that their content and use comply with all requirements applicable in that country. The Customer bears the risk of using the Database and Data and ensuring compliance with government requirements.

7.7 In all cases, the Customer must ensure that its authorised Users are properly informed of these rules of conduct and comply with this article.

Medipim's rights and obligations

8.1 Medipim will use its best efforts to ensure optimal availability and accessibility of the Database and Services for the Customer, subject to this article.

8.2 The availability of Medipim's servers and data routes up to the point of transfer to the internet (backbone) is in principle an average of at least 99% per calendar year. If the Customer cannot access the Database or Data, Medipim will make every effort to resolve the issue as soon as possible. Medipim will use its best efforts to remedy any defects in the Database and Data if they do not meet any written specifications and the Customer reports the errors to Medipim.

8.3 Medipim also carries out regular maintenance on its systems to ensure network traffic security and maintain network integrity, service interoperability and data security. For this purpose, Medipim may temporarily suspend or restrict its services, taking the Customer's interests into account, where objective reasons justify doing so. Where possible, Medipim will carry out service work at times when internet traffic is low. If longer temporary interruptions or restrictions to services are necessary, Medipim will inform the Customer in advance of the nature, scope and duration of the disruption, insofar as this is objectively possible under the circumstances and the notice does not further delay the resolution of interruptions that have already occurred. In such cases, the Customer is not entitled to compensation from Medipim.

8.4 Medipim is free to choose its technical infrastructure. It may replace the infrastructure, backbone, third-party/supplier services and hardware and software used at any time. The use of a particular infrastructure, backbone, third-party/supplier service or hardware and software is considered part of the Agreement only if expressly stated in the description of the services.

8.5 Medipim is free to decide whether and when to release new versions of the Database or make changes to its functionality. The right granted to the Customer and its Users to use the Database always includes its latest version and features. Medipim will make substantial changes subject to a reasonable notice period. If the Customer does not object to the change within a reasonable period set by Medipim, the change takes effect immediately thereafter.

8.6 Medipim is entitled at any time to prohibit the Customer and its Users from using all or part of the Database, temporarily or permanently, block the relevant web pages, block mailboxes on the mail server and/or refuse access to all or part of the Services, at Medipim's discretion, if: (i) the Customer fails to make correct payment of the Price on time after repeated reminders; or (ii) the Customer and its Users fail to comply with the terms of the Agreement, the applicable Subscription or the rules of conduct set out in Article 7.

8.7 If it is demonstrated that the Customer's use of the Database and Services infringes third-party rights, or objective evidence makes it likely that legal provisions or the content of online presentations are being violated, Medipim may deny access for as long as the infringement or a dispute between the Customer and a third party about the infringement continues. If the possible infringement is committed through a domain, Medipim may also take measures to make the domain inaccessible. If objective evidence establishes that the infringement is committed through a domain, Medipim may terminate the Agreement without notice.

8.8 Medipim reserves the right to collect, process and store anonymous statistical data about the Customer's and its Users' operation and use of the Database and Data.

License fees and prices

9.1 The license fee and other prices or rates (together: the “Price”) are those communicated and/or published by Medipim in the quotation or any other offer and cover only the Subscriptions and Services expressly listed in the quotation or offer.

9.2 Unless stated otherwise, the Price communicated and/or published by Medipim in the quotation or any other offer is in euros (€) and excludes VAT and any additional taxes and/or costs.

9.3 Any rates and discounts granted to the Customer do not necessarily apply to future orders or renewal periods.

9.4 Medipim reserves the right to adjust Prices on the annual anniversary of the Agreement. If the rates for services purchased from third parties change, Medipim is also entitled to adjust the prices payable by the Customer accordingly. Medipim will always notify the Customer in writing before price adjustments take effect.

Invoices and payment

10.1 The Price is invoiced in advance for a full year. Medipim is entitled at any time to require full or partial advance payment and/or obtain payment security in another way.

10.2 Unless the Customer pays Medipim immediately by bank transfer or another accepted payment method when placing the order, Medipim will invoice the Customer for the Price due (i) after the Agreement is formed and (ii) before each applicable renewal period.

10.3 Each invoice from Medipim to the Customer states the invoice number, the Price of the Subscriptions and the applicable VAT rate. Unless the invoice states otherwise, it is payable to Medipim's account no later than thirty calendar days from the date shown on the invoice.

10.4 If the Customer pays late, (i) statutory default interest is due automatically and without notice of default in accordance with Article 5(1) of the Act of 2 August 2002, calculated on the principal invoice amount from the due date; (ii) Medipim is also entitled to reimbursement of collection costs in accordance with Article 6 of the Act of 2 August 2002. Extrajudicial collection costs amount to 15% of the principal invoice amount. Judicial collection costs are equal to the costs actually incurred by Medipim; and (iii) the amount due is also increased automatically, without prior notice of default, by fixed compensation of 10% of the principal amount, with a minimum of 50 euros.

10.5 If the Price is not paid in full and on time, Medipim is entitled to deny the Customer use of the Service, block the web pages used for the Service and refuse access to the Service.

10.6 If Medipim blocks a Service under the applicable terms, it is entitled to make unblocking conditional on the Customer paying the applicable costs in accordance with Medipim's arrangements in force at the time of unblocking.

Intellectual property

11.1 The Customer acknowledges that Medipim has made a substantial investment in obtaining the information included in the Database and that the Database is therefore a database within the meaning of Article I.13, 6° and Title 7 of Book XI of the Belgian Code of Economic Law. The Customer agrees to respect Medipim's rights as producer of the Database and to comply strictly with all obligations arising for the Customer under these General Terms and the legislation referred to above.

11.2 The Customer confirms that the Intellectual Property Rights relating to the Database belong exclusively to Medipim and its licensors and that the Customer will refrain from any form of infringement of those rights. Nothing in this Agreement transfers any such rights, in whole or in part, to the Customer.

11.3 Medipim warrants to the Customer and its Users that the Database and its permitted use by the Customer and its Users do not infringe third-party Intellectual Property Rights or similar rights, and that Medipim is fully authorised to grant the rights referred to in this Agreement. Medipim will indemnify the Customer and its Users against the consequences of alleged infringements of such third-party rights as set out in this Article 11, provided that the Customer promptly reports any alleged infringement to Medipim and, if Medipim wishes, leaves the defence against the allegation entirely to Medipim and provides all assistance and information requested.

11.4 In the event of an infringement or alleged infringement, or if Medipim considers there to be a reasonable likelihood that an infringement may occur, Medipim will consult the relevant third party or parties to determine whether Medipim will, at its own expense: (i) acquire the relevant third party's rights for the Customer's continued use of the Database; or (ii) modify the Database while retaining substantially similar functionality so that it no longer infringes. If, in Medipim's opinion, neither option is reasonably possible, the Customer agrees to cease using the Database at Medipim's written request.

11.5 This indemnity obligation does not apply if the Customer or its Users use or have used the Database in a way that is not consistent with its intended use and/or violates the Agreement, the applicable Subscription or specific instructions from Medipim.

Database composition and warranties

12.1 Medipim warrants that the Service it provides is fit for purpose in accordance with what the Customer may reasonably expect under the Agreement. If defects nevertheless arise in the Service provided by Medipim as a result of programming and/or design errors, Medipim will remedy those defects or apply a reasonable price reduction, at Medipim's choice and sole discretion.

12.2 Security defects affecting information stored by the Customer on Medipim's systems, defects resulting from actions by the Customer itself or other Customers or Users, or resulting from changes to dial-in numbers, login procedures, accounts and/or email addresses or other changes, are not covered by the warranty and are at the Customer's risk and expense.

12.3 Medipim takes due care in compiling and maintaining the Database and the Data and information obtained from it. Medipim uses sources that are considered reliable wherever possible. As Medipim depends to a large extent on information provided by third parties, including manufacturers of medicines, parapharmaceutical and cosmetic products, Medipim does not guarantee the accuracy, reliability, currency or completeness of the information and Data displayed.

12.4 Medipim also does not warrant the proper operation or availability of the Database and does not guarantee that the Database will always be available or operate without interruption, errors, viruses, malware or defects.

12.5 Medipim reserves the right to suspend access to the Database, temporarily or permanently and without notice, without the Customer or its Users deriving any rights from this.

12.6 If the Customer or its Users notice any deficiency in the Data or information provided, they are asked to report it to Medipim. Medipim is also free to change the content and composition of the Database at any time, add data to it or remove data from it.

Liability

13.1 Except as provided in Article 12, and to the extent not additionally required by any mandatory legal provisions, Medipim gives no other warranties regarding the Database or any other Services it provides, including but not limited to warranties relating to title, merchantability, fitness for a particular purpose, quality, usefulness, potential infringement, the absence of latent or other defects, or the accuracy or presence or absence of errors, whether or not detectable.

13.2 The Customer is solely responsible for applying the Data obtained through the Database and Data, and for agreements or legal acts entered into or performed by the Customer on the basis of the Database and Data.

13.3 Medipim shall not be liable to the Customer for any damage resulting directly or indirectly from the Customer's or its Users' use of the Database, including damage due to the Database's poor operation or its temporary or permanent unavailability, except in cases of wilful misconduct or gross negligence by Medipim, its appointees, representatives or employees.

13.4 Medipim shall in no event be liable for indirect damage, including consequential damage (such as reduced turnover, increased operating costs or loss of customers), loss of profit, loss of goodwill or data resulting from errors, defects or deficiencies in the services, installation, maintenance, support, updates, training, compatibility, etc. attributable to the Customer or third parties.

13.5 The Customer indemnifies Medipim against all possible third-party claims resulting from the Customer's or its Users' use of the Database and Data.

13.6 To the extent permitted by law, Medipim's maximum liability arising from or in any way connected with the Agreement, regardless of the legal basis, whether in tort, contract or otherwise, is limited to the total Price paid by the Customer during the current twelve-month term of the Agreement.

13.7 If the damage is covered by Medipim's business liability insurance, compensation will also never exceed the amount actually paid out by the insurer in the relevant case. The Customer expressly undertakes to claim under its own insurance first for the damage suffered before making a claim against Medipim.

13.8 Any claim against Medipim, unless acknowledged by Medipim, expires solely through the passage of twelve (12) months after the claim arises.

Force majeure

14.1 In the event of Force Majeure, Medipim is not required to perform its obligations. In that case, Medipim is entitled, depending on the circumstances, to suspend its obligations for the duration of the Force Majeure or terminate the Agreement permanently. During the suspension period, the Customer is not entitled to compensation for damage, costs or interest.

14.2 “Force Majeure” means any situation resulting from circumstances beyond a party's control that wholly or partly restricts, hinders or makes it impossible for that party to perform its obligations, such as technical conditions of the internet beyond Medipim's control, obstacles resulting from the Customer's hardware or software or technical infrastructure, power supply failures, strikes, fire, natural disasters, pandemics, work stoppages, energy failures, or late delivery or performance by suppliers or other third parties on whom Medipim relies to provide access to the Database and related Services.

Webshop content and advice

15.1 Medipim takes the greatest care with its Website and the overview of Subscriptions and Services offered there. However, Medipim does not guarantee that the information is accurate. The User should be aware that the information presented may change without prior notice. Medipim is not responsible for any material typographical errors on the Website or for the Customer's incorrect use of it.

15.2 All advice and statements or information provided by Medipim about, among other things, the performance, features, colors and properties of Subscriptions and Services on the Medipim Website or information and Data available in the Database are non-binding and are provided for information only. Medipim gives no warranty in this regard. Images, descriptions, advertising materials and offers are also not binding on Medipim.

15.3 Medipim cannot be held directly or indirectly liable in any way for any damage arising from information or advice provided by Medipim.

Confidentiality and privacy

16.1 The Customer and its Users must treat as confidential all information and any confidential business data they learn or receive from the Database, and use it only for the purposes of the Agreement and the applicable Subscription.

16.2 To the extent that the Customer and its Users process personal data using the Database, they declare that they will do so in compliance with all relevant privacy laws and regulations.

16.3 Medipim also attaches great importance to the privacy of the Customer and its Users and considers it important that their personal data is handled with due care and confidentiality. Medipim processes personal data provided by the Customer and its Users in accordance with applicable privacy legislation and the provisions of its privacy notice.

16.4 For more detailed information about how Medipim processes personal data of the Customer and its Users and their rights, Medipim refers to the privacy notice published on its website: www.medipim.be.

Severability

17.1 The nullity, invalidity or unenforceability of one or more (parts of) provisions of these General Terms will never result in the nullity, invalidity or unenforceability of the General Terms as a whole. In that case, the invalid, null or unenforceable provision will automatically be replaced by a valid and enforceable provision that comes as close as possible to the intent of the affected provision, and the other provisions of the General Terms will remain in full force and effect.

Governing law and disputes

18.1 All agreements to which these General Terms apply are governed exclusively by Belgian law.

18.2 In the event of any dispute relating to an agreement to which these General Terms apply, the parties will seek an amicable solution. If we cannot resolve it together through our complaints service at info@medipim.be, you as a consumer may contact Safeshops.be. Safeshops.be will mediate between you as a consumer and us if it accepts your complaint. Only complaints submitted through the complaint form at www.safeshops.be/nl/consumers-complaints will be handled. This gives the label organisation all the correct details it needs to process your complaint.

18.3 If no amicable solution can be reached, disputes fall exclusively under the jurisdiction of the courts with territorial jurisdiction over the place of Medipim's registered office.