Medipim CVBAEigenlostraat 1, 9100 Sint-NiklaasBelgiëBE 0545 879 079
+32 (0)498 567 779
1.1 In these general terms and conditions (“General Terms and Conditions”), the following terms have the following meanings:
1.1.1 Subscription(s): The Client’s right to use the Database during the term of the Contract, the extent of which shall be determined in more detail by the relevant subscription. More information and conditions relating to the following types of subscription can be found on the Website:
1.1.2 Database: Medipim’s professional medical platform in the form of an electronic database that can be consulted online, containing up-to-date information on medicinal, parapharmaceutical, and cosmetics products.
1.1.3 Service(s): The Database made available by Medipim that can be accessed via an internet connection; the required functionalities of the Database will be made available and purchased as a service in accordance with the relevant Subscription.
1.1.4 Documentation: Medipim’s description of the Database’s functionality and potential uses, which may be contained in the Database or separate manuals and/or data carriers, including the FAQ and technical documentation.
1.1.5 Data: All information made accessible via the Database.
1.1.6 Medipim: Medipim CV, with registered office at Eigenlostraat 1, 9100 Sint-Niklaas and company registration number 0545.879.079.
1.1.7 User(s): The person or persons who have been provided with user identifications and passwords by the Client and who will be entitled to use the Database in accordance with the relevant Subscription.
1.1.8 Intellectual Property Rights: Any (a) copyrights, patents, database rights, and rights relating to trademarks, designs, know-how, and trade secrets (registered or unregistered); (b) applications for registration, and the right to apply for registration, of any of those rights; and (c) any other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
1.1.9 Client: A medical professional who purchases Subscriptions and Services
1.1.10 Contract: The contract (including these General Terms and Conditions) between Medipim and the Client entered into exclusively via the Website or by e-mail, on the basis of which Medipim provides Subscriptions and Services to the Client.
1.1.11 Partners: Service providers (such as software houses and web developers) with whom Medipim has contractual relationships and who provide specific partner solutions (such as software, web and app development) to the Client into which the Database can be integrated.
1.1.12 Access code(s): User identification and passwords generated by Medipim and provided to the Client and/or subsequent access codes made available by the Client to its Users to allow access to the Database.
1.1.13 Website: The website http://medipim.be/ through which the Client can order and purchase Medipim’s Subscriptions and Services.
2.1 These General Terms and Conditions shall apply to all offers, quotations, and orders for Subscriptions made available on the Website and all Contracts entered into between Medipim and the Client. In the event that a provision only applies to a particular Subscription or Service, this shall be expressly stated.
2.2 These General Terms and Conditions will be available on Medipim’s Website at all times, and the Client shall be required to accept them before placing an order. Medipim will send the General Terms and Conditions as an electronic document by e-mail when confirming the order.
2.3 Before entering into the Contract, the Client shall acknowledge acceptance of these General Terms and Conditions. These General Terms and Conditions shall always prevail over the Client’s general terms and conditions, unless Medipim and the Client have expressly agreed otherwise in writing.
2.4 If Medipim has permitted any deviations from these General Terms and Conditions for any length of time, implicitly or otherwise, this shall not affect its right to demand immediate and strict compliance with these General Terms and Conditions.
2.5 Medipim reserves the right to amend these General Terms and Conditions at any time by publishing a new version on its Website. Any orders placed after Medipim’s publication of the new version of the General Terms and Conditions shall also imply acceptance of this latest version.
ARTIKEL 3. ENTRY INTO FORCE OF THE CONTRACT
3.1 If a quotation or other offer issued by Medipim has a limited validity period or is subject to certain conditions, this shall be expressly stated.
3.2 The quotation or any other offer from Medipim shall contain information that makes it clear to the Client what rights and obligations are attached to its acceptance. In any case, the Website contains a comprehensive and detailed description of all Subscriptions and Services. This description is detailed enough to allow the Client to make a proper assessment of the offer.
3.3 The Contract between Medipim and the Client shall enter into force at the time of the Client’s acceptance of the General Terms and Conditions and the offer by means of placing an order for one or more Subscriptions and Services through the Website or by written confirmation of acceptance of the quotation sent to the Client. If the Client should wish to make any changes to Medipim’s quotation, the contract with Medipim shall only come into effect after Medipim’s written confirmation of acceptance of these changes.
3.4 The Client shall be required to provide all information requested by Medipim in full and correctly and to notify Medipim of any changes without delay. Medipim’s obligations shall be fulfilled under the condition that the Client has provided Medipim with all the information necessary for the Contract’s fulfilment and has complied with all its obligations (payment or otherwise) vis-à-vis Medipim.
3.5 The Client shall be responsible for the accuracy, completeness, and reliability of the data and information provided to Medipim by or on behalf of the Client. If there would be any reasonable ground to suspect that the information provided is incorrect or incomplete, Medipim shall be entitled to refuse the order or attach specific terms to the Contract’s fulfilment.
ARTIKEL 4. DELIVERY AND ACCESS
4.1 Medipim shall observe the highest possible level of care when receiving and processing orders.
4.2 The Client expressly acknowledges that a Subscription shall only apply to one branch (or APB number) and that the Client must order multiple Subscriptions if they are to be used for multiple branches. In principle, the number of authorised Users per Subscription shall be limited to one User per Subscription, unless expressly permitted otherwise by Medipim.
4.3 Medipim undertakes to provide access to the Database and Services within a reasonable time after the Contract has been established and in accordance with the relevant Subscription.
4.4 Database access shall be granted by means of Access Codes generated by Medipim, for which the Client must provide correct and complete data, and which the Client will receive via Medipim after the Contract has entered into force and the data has been received.
4.5 For “Wapp” Partner Subscriptions and “Commerce” Custom Subscriptions, the Client must expressly specify the URL for which the Subscription is being purchased. If required, additional access shall also be granted to a web developer designated by the Client via an extended API.
4.6 The Client and its Users shall take all reasonable measures to prevent any unauthorised persons from obtaining the Access Codes issued to the Client and/or the Access Codes internally managed by the Client and issued to its Users. The Client shall have sole responsibility for the use of the Access Codes by its Users. The Client shall handle the Access Codes with care and in such a way that they are only known to its authorised Users.
4.7 If it is established or reasonably suspected that unauthorised persons are using or can use the Database, Medipim shall be entitled to block access to the Database. Medipim shall notify the Client of this without delay and, after blocking, shall provide replacement Access Codes if possible.
4.8 If the Client is deemed to be responsible for the unauthorised use of the Database, the Client shall reimburse Medipim for any technical and administrative costs actually incurred in the blocking and replacement of the Access Codes.
ARTIKEL 5. SCOPE OF THE USER RIGHTS
5.1 The user rights shall consist of a non-exclusive and non-transferable right to use the Database during the Contract’s term and subject to the terms and conditions of this Contract and the relevant Subscription.
5.2 The user rights shall be granted to the Client and its authorised Users. The Client and its Users are not entitled to sell, rent out, sublicence, or make available to a third party the user rights for the Database in whatever way or for whatever purpose.
5.3 The Client and its Users should only use the Database for their own business activities or to create the Client’s own product, which includes the online consultation of the Database or the Client’s own e-commerce solution/app or screens/terminals with Data originating from the Database. Copying the Database or any of its data as such is not permitted under these terms and conditions.
5.4 The scope of the user rights of the Client and its Users shall be specified in more detail in the description of the relevant Subscription when the Contract is established.
5.5 Under no circumstances are the Client and its Users permitted, without Medipim’s prior written consent, to retrieve, store, copy, or reuse the contents of the Database, in whole or in part, systematically or non-systematically, beyond the purpose described in this Contract and the relevant Subscription.
5.6 Likewise, the Client and its Users are not permitted to change the content or composition of the Database and to remove data from or add data to the Database.
6.1 Subscriptions and licences shall each time be entered into and issued for a period of twelve (12) months and, thereafter, shall be automatically renewed for periods of twelve (12) months unless the Contract is cancelled by Medipim or the Client at the end of the initial term or any time thereafter, subject to a minimum notice period of three (3) months.
6.2 Notice must be given in writing (by registered mail or e-mail) and shall take effect on the first working day following the date on which it is sent.
6.3 If the Contract is terminated or dissolved, Medipim shall immediately cease all user rights of the Client and its Users. After termination or dissolution of the Contract, the Client shall refrain from using the Database in any way, directly or indirectly, and shall be obliged to remove all information and Data obtained from Medipin’s Database within five (5) working days after the date of termination or dissolution of the Contract from all (computer) equipment, e-commerce solutions/apps, andscreens/terminals present at the Client’s premises.
7.1 The Client shall take care of and be responsible for the purchase, management and maintenance of the required hardware and software, connections, and an appropriate internet browser as required for the use of the Database in accordance with the relevant Subscription.
7.2 The Client shall be responsible for any use of the Database and the Access Codes, including any unauthorised and improper use on the Client’s behalf.
7.3 The Client and its Users shall not disclose, copy, or otherwise duplicate, store, or modify the Database and Data except to the extent necessary for the use expressly permitted in this Contract and the relevant Subscription, or to correct errors in the Database.
7.4 When copying or otherwise duplicating the Database and Data, the Client and its Users will not be permitted to: (i) alter or remove any references in the Database and Data to Intellectual Property Rights or the confidential nature of the Database and Data or any other references to Medipim or third parties; and (ii) remove or bypass any technical measures applied by Medipim to the Database.
7.5 The Client and its Users will not be permitted to use the Database and Data, system, and/or disk space for any activities and/or conduct that violate applicable statutory provisions, the Contract, or the relevant Subscription, as well as the following activities and conduct which cannot reasonably be attributed to careful use, including but not limited to: (i) spamming; (ii) hacking; (iii) infringing copyrighted works or otherwise violating third-party Intellectual Property Rights; (iv) publishing ordistributing child pornography, committing sexual harassment, or otherwise harassing persons; (v) committing acts that the Client knows or reasonably suspects may obstruct or damage the infrastructure, Database, Data, Medipim, Medipim’s clients, and/or other internet users; etc.
7.6 If the Database and Data are destined, in part, for use outside Belgium or are intended for a public outside Belgium, the Client should verify that the content and its use comply with all the relevant regulations in the country concerned. Use of the Database and Data and compliance with governmental regulations shall be at the Client’s risk.
7.7 In any event, the Client shall ensure that its authorised Users are correctly informed of these rules of conduct and comply with the provisions of this Article.
8.1 Medipim shall endeavour to guarantee optimal availability and accessibility of the Database and Services for the Client, subject to the provisions of this article.
8.2 In principle, the availability of Medipim’s servers and data paths up to the Internet backbone shall be at least 99% on average per calendar year. If the Database and Data are unavailable to the Client, Medipim shall endeavour to solve the problem as soon as possible. Medipim shall correct any defects in the Database and Data to the best of its ability if the Database and Data do not meet any specifications set out in writing, and the Client has reported any such defects to Medipim.
8.3 Medipim will also carry out regular maintenance work on its systems to ensure the safety of network traffic and to guarantee network integrity, interoperability of services, and data security. It may, therefore, temporarily suspend or restrict its services, taking into account the Client’s interests, insofar as this is justified by objective reasons. To the extent possible, Medipim shall perform such maintenance works at times of low internet traffic. Medipim shall inform the Client in advance of any temporary interruptions or limitations of services that may be necessary for a longer period, in so far as this is objectively possible under the given circumstances, and the notification does not delay the removal of the interruptions that have already occurred. In such instances, the Client shall not be entitled to any compensation from Medipim.
8.4 Medipim may freely decide which technical infrastructure to use. It may replace the infrastructure, backbone, third-party/supplier services, and hardware and software used at any time. The use of particular infrastructure, backbones, third-party/supplier services, or specific hardware and software shall only be considered part of the Contract if it is expressly mentioned in the description of the services.
8.5 Medipim shall be free to decide whether and when to release new versions of the Database or implement adjustments and/or changes in its functionality. The user rights made available to the Client and its Users shall always include the most recent version and functionalities of the Database. Medipim shall always implement substantial changes with observance of a reasonable notice period. If the Client makes no objection to the change within a reasonable period stipulated by Medipim, it shall take effect immediately.
8.6 Medipim shall at all times and at its own discretion be entitled to deny the Client and its Users the use of the Database in whole or in part, temporarily or permanently, to block the relevant internet pages, to block the mailboxes on the mail server, and/or to deny access to the Services in whole or in part, if: (i) the Client has failed to make correct and timely payment of the Price after multiple reminders; or (ii) the Client and its Users have failed to comply with the terms of the Contract, the relevantSubscription, and the rules of conduct set out in Article 7.
8.7 If it is considered plausible that third-party rights are being violated by the Client’s use of the Database and Services, or if it is considered probable on the basis of objective indications that there has been a breach of legal regulations or the content of internet presentations, Medipim may deny access for as long as the infringement of the law or a conflict between the Client and a third party concerning the infringement of the law continues. If the suspected infringement of the law is beingcaused by a domain, Medipim may also take measures to make the domain inaccessible. In cases where the infringement of the law caused by a domain is established on an objective basis, Medipim may dissolve the Contract without notice.
8.8 Medipim reserves the right to collect, process, and store anonymous statistical data about the operation and use of the Database and Data by the Client and its Users.
9.1 The licence fee and other prices or rates (hereinafter jointly referred to as the “Price”) shall be the Price communicated and/or published in the quotation or other offer by Medipim and only cover the Subscriptions and Services expressly mentioned in the quotation or offer.
9.2 The Price specified and/or published by Medipim in the quotation or another offer shall always be in Euros (€) and exclusive of VAT and other additional taxes and/or costs, unless stated otherwise.
9.3 Any rates and discounts offered to the Client shall not necessarily apply to future orders or renewals.
9.4 Medipim reserves the right to adjust the Prices on the Contract’s annual anniversary. Whenever the rates for third-party services change, Medipim shall also be entitled to adjust the prices payable by the Client accordingly. Medipim shall always inform the Client in writing before any price adjustments come into effect.
10.1 The Price shall be invoiced before commencement of the term and for an entire year. In this regard, Medipim shall at all times be entitled to demand full or partial payment in advance and/or to obtain security for payment in some other way.
10.2 Medipim shall invoice the Client for the Price payable (i) on entry into force of the Contract and (ii) prior to each applicable renewal unless the Client pays Medipim immediately by bank transfer or another acceptable payment method upon placement of the order.
10.3 Medipim shall state the invoice number, the Subscription Price, and the applicable VAT rate on every invoice issued to the Client. Unless stated otherwise on the invoice, the invoice shall be payable into Medipim’s account no later than thirty calendar days from the date stated on the invoice.
10.4 In the event of late payment by the Client, (i) default interest shall be payable ipso jure and without notice of default in accordance with Article 5(1) of the Act of 2 August 2002, calculated on the principal sum of the invoice and starting from the due date; (ii) Medipim shall also be entitled to reimbursement of any collection costs in accordance with Article 6 of the Act of 2 August 2002. The extrajudicial collection costs will be 15% of the principal sum of the invoice. The legal collection costs willbe equal to the actual costs incurred by Medipim; and (iii) the amount payable will also be increased ipso jure and, therefore, without the need for prior notice of default, by a flat-rate compensation of 10% of the principal sum, subject to a minimum charge of 50 Euros.
10.5 If Medipim does not receive timely and/or full payment of the Price, Medipim shall be entitled to deny the Client the use of the Service, block the internet pages used for the Service, and deny access to the Service.
10.6 If Medipim blocks a Service on the grounds of the applicable terms and conditions, it shall be entitled to make the unblocking conditional upon the Client paying the relevant costs in accordance with the regulation in force at Medipim at the time of the unblocking.
ARTIKEL 11.INTELLECTUAL PROPERTY
11.1 The Client accepts that Medipim has made substantial investments in obtaining the information in the Database, and that this Database therefore constitutes a database in the sense of Article I.13, 6° of the Code of Economic Law and Title 7 of Book XI of the Code of Economic Law. The Client agrees to respect Medipim’s rights as the producer of the Database and to strictly observe all the obligations arising for the Client from these General Terms and Conditions and the abovementioned legislation.
11.2 The Client acknowledges that the Intellectual Property Rights in respect of the Database belong exclusively to Medipim and its licensors and that the Client shall refrain from any form of infringement of these rights. No part of this Contract is intended to transfer such rights to the Client, in whole or in part.
11.3 Medipim guarantees to the Client and its Users that the Database and its use authorised to the Client and its Users does not infringe any Intellectual Property Rights or similar third-party rights, and that Medipim is fully authorised to grant the rights referred to in this Contract. Medipim shall protect the Client and its Users from the consequences of any alleged infringement of such third-party rights in accordance with the provisions of this Article 11, provided that the Client reports any allegedinfringements to Medipim immediately and, at Medipim’s request, entrusts the defence of such allegation entirely to Medipim and provides it with all necessary cooperation and information.
11.4 If an infringement or alleged infringement occurs or if, in Medipim’s opinion, there is a justified possibility that such infringement may occur, Medipim shall consult with the third party or third parties involved to determine whether Medipim should at its own expense: (i) acquire the rights of the relevant third party or third parties for the Client’s continued use of the Database; or (ii) adapt the Database, while retaining substantially similar functionality in such a way that it will no longer constitute an infringement. If Medipim considers that the above will not be possible under reasonable conditions, the Client shall agree to cease its use of the Database at Medipim’s written request.
11.5 This obligation to indemnify shall expire if the Client and its Users use or have used the Database in a manner inconsistent with the intended use of the Database and/or contrary to the Contract, the relevant Subscription, or Medipim’s specific instructions.
ARTIKEL 12. DATABASE COMPOSITION AND GUARANTEES
12.1 Medipim guarantees the reliability of its service in accordance with what the Client may reasonably expect on the basis of the Contract. However, in the event of defects in Medipim’s service as a result of programming and/or design errors, Medipim shall remedy such defects or have them remedied or apply a reasonable price reduction at Medipim’s sole discretion.
12.2 Any defects in the security of information stored by the Client on Medipim’s systems, defects caused by the Client’s own actions or those of other Clients or Users, resulting from changes in dial-in numbers, login procedures, account and/or e-mail address, or other changes, do not fall under the warranty and shall be for the Client’s account and risk.
12.3 Medipim will take due care in compiling and maintaining the Database and the Data and Information derived from it. For this purpose, Medipim will as much as possible use sources considered to be reliable. Since Medipim mainly relies on third-party information, including from the manufacturers of medicinal, parapharmaceutical, and cosmetics products, Medipim does not guarantee the accuracy, reliability, up-to-dateness, or completeness of the information and data displayed.
12.4 Medipim also does not guarantee the correct operation and availability of the Database or that the Database will always be available or operate without interruptions, errors, viruses, malware, or defects.
12.5 Medipim reserves the right to suspend access to the Database temporarily or permanently, without prior notice, which shall not entitle the Client and its Users to any rights.
12.6 In the event that the Client or its Users observe any shortcomings in the Data and information provided, they should report this to Medipim. Moreover, Medipim shall be at liberty at all times to change the contents and composition of the Database, add data to the Database, or remove data from the Database.
13.1 Outside the provisions of Article 12, and to the extent that this is not additionally required by any mandatory statutory provision, Medipim shall make no other guarantees with respect to the Database or any other Services provided by Medipim, including, but not limited to, guarantees of title, marketability, fitness for a particular purpose, quality, suitability, potential infringement, absence of latent or other defects and the accuracy, or the presence or absence of errors, irrespective of their detectability.
13.2 The Client shall be solely responsible for the application of the Data obtained through the Database and Data, and for any contracts or legal acts entered into or performed by the Client on the basis of the Database and Data.
13.3 Medipim shall not be liable with respect to the Client for any damage which may result directly or indirectly from the use of the Database by the Client and its Users, including any damage attributable to the improper operation of the Database, or its temporary or permanent unavailability, except in the case of gross negligence or wilful misconduct on the part of Medipim, its agents, appointees, or employees.
13.4 Furthermore, Medipim shall never be liable for indirect damage, including consequential damage (for example decreased turnover, increased operational costs, or loss of clients), loss of profit, loss of goodwill or data as a result of errors, defects, or shortcomings of the services, installation, maintenance, support, updates, training, compatibility, etc. on the part of the Client or third parties.
13.5 The Client shall indemnify Medipim for any potential third-party claims resulting from the use of the Database and Data by the Client and its Users.
13.6 Insofar as permitted by law, Medipim’s maximum liability arising from or in any way related to the Contract, irrespective of the legal basis, whether arising in tort, contract, or otherwise, shall be limited to the total amount of the Price paid by the Client during the current term (of twelve months) under this Contract.
13.7 Moreover, if the damage is covered by Medipim’s corporate liability insurance, the compensation shall never exceed the amount actually paid by the insurance company in the case in question. The Client expressly undertakes to first call on its own insurance company to pay for the damage suffered before making a claim against Medipim.
13.8 Any claim against Medipim, except if acknowledged by Medipim, shall expire by the mere lapse of twelve (12) months after the claim arose.
14.1 Medipim shall not be obliged to fulfil its obligations in the event of Force Majeure. In such a case, Medipim shall be entitled to either suspend its obligations for the duration of the Force Majeure or terminate the contract, depending on the circumstances. The Client shall not be entitled to any compensation for damages, costs, or interest during the suspension period.
14.2 “Force majeure” means any situation resulting from circumstances beyond a party’s control, and which limits, impedes, or prevents the fulfilment of its obligations in whole or in part, such as technical requirements of the internet that Medipim cannot control, impediments resulting from the Client’s hardware, software, or technicalinfrastructure, power failures, strikes, fire, natural disasters, pandemics, work stoppages, power outages, or late delivery or performance by suppliers or any other third parties on which Medipim relies for providing access to the Database and related Services.
15.1 Medipim will maintain its Website and the overview of Subscriptions and Services provided with the utmost care. However, Medipim does not guarantee the accuracy of the information. The User is advised that the information presented shall be subject to change without notice. Medipim shall not be responsible for any material errors on the Website or its incorrect use by the Client.
15.2 Any advice and statements issued by Medipim regarding, for example, the performance, functionalities, colours, and characteristics of the Subscriptions and Services on the Medipim Website and the information and Data made available in the Database are entirely without obligation and are issued by Medipim as non-binding information. Medipim shall not provide any guarantees in this respect. Medipim is also not bound by images, descriptions, advertising material, or offers.
15.3 Medipim shall under no circumstances be held liable, directly or indirectly, for any damage, in any form and for any reason whatsoever, resulting from the information and/or advice issued by Medipim.
16.1 The Client and its Users shall treat all information and any confidential business data of which they become aware or which they receive from the Database as confidential, and use this information solely for the purposes of the Contract and the relevant Subscription.
16.2 To the extent that the Client and its Users process personal data by means of the Database, they hereby declare that they shall only do so in compliance with all relevant privacy laws and regulations.
16.3 Medipim also attaches considerable importance to the privacy of the Client and its Users and considers it essential that their personal data be treated with the necessary care and confidentiality. Medipim shall always process personal data provided by the Client and its Users in accordance with the applicable privacy regulations and the provisions of its privacy statement.
16.4 More detailed information about how Medipim processes personal data of the Client and its Users and what their rights are, can be found in Medipim’s Privacy Statement published on its website: https://www.medipim.be/.
17.1 The invalidity, nullity, or unenforceability of any of the provisions, or parts thereof, of these General Terms and Conditions shall never result in the invalidity, nullity or unenforceability of the General Terms and Conditions as a whole. In such case, the invalid, void, or unenforceable provision shall be replaced ipso jure with a valid and enforceable provision that approximates the intention of the provision affected as closely as possible, and the other provisions of the General Terms and Conditions shall remain in full force.
18.1 All contracts to which these General Terms and Conditions apply shall be governed exclusively by Belgian law.
18.2 An amicable solution shall be sought for any dispute relating to a contract to which these General Terms and Conditions apply. If no amicable solution can be found, the courts and tribunals with territorial jurisdiction for the town where Medipim has its registered office shall have sole jurisdiction.