These Terms of Service (the "Terms") are a binding agreement between you (the healthcare organisation or professional, "you", "Customer") and:
Solutii Gaz CTA ("we", "us", "Provider"), a company organised under the laws of Romania, which operates the MedFox service.
These Terms govern your access to and use of the MedFox hospital management platform (the "Service"). Please read them carefully, in particular Section 16 (Limitation of liability).
2.1 Acceptance. You accept these Terms when you create or are provisioned an Account, click "I agree" (or similar), or use the Service. If you do not agree to these Terms, do not use the Service.
2.2 Documents that form part of these Terms. These Terms incorporate by reference the Privacy Policy, the Cookie Policy and, where concluded, the DPA. Your Order completes them. If there is a conflict, the order of precedence is: (1) your Order, for terms it expressly states prevail; (2) the DPA, for personal-data matters; (3) these Terms; (4) the Documentation.
3.1 Business customers only. The Service is offered solely to healthcare organisations and healthcare professionals acting in the course of their profession. It is not offered to consumers.
3.2 Customer warranty. You represent and warrant that you are a duly licensed healthcare organisation, or a healthcare professional (or the authorised representative of one), that you are entitled to provide healthcare services and to process Patient Data under the law that applies to you, and that you will use the Service only in the lawful delivery of healthcare. If you accept these Terms on behalf of an organisation, you confirm that you are authorised to bind it.
MedFox is software that helps healthcare organisations run their medical and administrative workflows, including scheduling, patient records, prescriptions, laboratory, pharmacy, referrals, admissions, billing and reporting. The features available to you depend on your Order. We may improve the Service over time in accordance with Section 19.
You agree to: use the Service in accordance with these Terms and the Documentation; ensure that your Authorised Users are appropriately licensed or authorised and are bound by professional secrecy; determine and maintain a lawful basis for processing Patient Data under applicable data-protection law; maintain your own records of processing; respond to patients' data-protection requests in your role as controller; and configure access rights so that each Authorised User can reach only the data they are authorised to access.
You subscribe to the Service for the plan, term and fees set out in your Order. You may add Authorised Users up to the limits of your plan. Each Authorised User must work under an individual identity; shared credentials are not permitted.
7.1 Fees are as set out in your Order, in EUR (or the currency stated in your Order), exclusive of VAT and other applicable taxes, which are added where required. Subscription fees are billed in advance for each billing period, and payment is due as stated in the invoice or, if no due date is stated, within 30 days of the invoice date.
7.2 We may charge interest on overdue amounts at 0.04% per day of delay (not exceeding the outstanding amount), and we may suspend the Service for prolonged non-payment as set out in Section 18.4.
8.1 Licence. For the duration of your subscription, we grant you and your Authorised Users a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes in the delivery of healthcare, in accordance with these Terms and the Documentation.
8.2 Restrictions. Except as expressly permitted by your Order or by law, you must not: (a) resell, sublicense or otherwise make the Service available to third parties; (b) copy, modify or create derivative works of the Service; (c) reverse engineer, decompile or disassemble the Service, except to the extent this restriction is prohibited by law; (d) use the Service to develop a competing product or service; or (e) remove or obscure any proprietary notices.
You must not, and must ensure that your Authorised Users do not: (a) use the Service for any unlawful purpose or in breach of any law that applies to you; (b) upload or transmit content that is unlawful, infringing or malicious, including malware; (c) attempt to gain unauthorised access to the Service, its underlying systems or any other customer's data, or interfere with or disrupt the integrity or performance of the Service; (d) carry out security or penetration testing of the Service without our prior written consent; (e) share credentials or circumvent access controls or usage limits; or (f) use the Service in breach of confidentiality or professional-secrecy obligations owed to patients. We may suspend the Service for breach of this Section as set out in Section 18.4.
10.1 Our IP. The Service, its software, interfaces, design, trademarks and Documentation, and all improvements to them, are and remain the property of the Provider and its licensors. You acquire no ownership rights in the Service.
10.2 Your data and records. Patient Data and the records you create using the Service remain yours and, as applicable, your patients'. We obtain only the limited rights needed to provide, secure and support the Service for you, as set out in these Terms and the DPA.
10.3 Feedback. If you provide feedback about the Service, we may use it to improve the Service on an anonymised and aggregated basis that does not identify you, your staff or any patient.
11.1 Roles. For Patient Data, you are the controller and we are the processor, and the DPA applies. For the data we process about you and your Authorised Users for our own purposes (such as account administration, billing and security), we act as a controller, and the Privacy Policy applies.
11.2 Special-category data. Patient Data includes special-category (health) data under applicable data-protection law, including the GDPR. You confirm that you have a lawful basis for processing it and that the members of your staff who access it are bound by professional secrecy.
11.3 Sub-processors and transfers. A current list of our sub-processors is published at medfox.ai/trust/sub-processors, and we give at least 30 days' notice of additions. Patient Data is hosted in the European Union. Where personal data is transferred outside the European Economic Area, we implement appropriate safeguards recognised under applicable data-protection law. Further details are set out in the Privacy Policy and the DPA.
12.1 Ownership. You retain ownership and control of the medical records and Patient Data held in the Service.
12.2 Retention. Medical records are retained in accordance with the retention periods required by the law applicable to you and with your own retention policies.
12.3 Exit. Upon termination of your subscription, we will make Patient Data available for export in a structured, machine-readable format for at least 30 days, after which we will delete or return it in accordance with the DPA, subject to any retention required by law. We do not charge an exit fee.
We maintain technical and organisational security measures appropriate to the nature of the data processed through the Service, including encryption of data at rest and in transit, per-tenant isolation, role-based access control and audit logging. We will notify you without undue delay of any personal-data breach affecting Patient Data, as required by applicable data-protection law and the DPA.
Each party will keep the other party's confidential information confidential, use it only to perform its obligations under these Terms, and protect it with reasonable measures, for the term of these Terms and for 3 years thereafter. Patient Data is additionally protected by the DPA and by professional secrecy.
15.1 We will provide the Service with reasonable skill and care and substantially in accordance with the Documentation.
15.2 Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided "as is" and "as available". We do not warrant that the Service will be uninterrupted, timely or error-free, and we disclaim all other warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement.
16.1 Cap. Each party's total aggregate liability for all claims arising out of or in connection with these Terms is limited to the fees you paid for the Service in the 12 months preceding the event giving rise to the liability.
16.2 Reliance on records. To the extent permitted by law, we are not liable for decisions made, or actions taken or not taken, by you or your personnel in reliance on the Service or on information, records or documents managed through it. Reviewing and verifying that information remains your responsibility.
16.3 No cap. Nothing in these Terms limits or excludes liability for: your obligation to pay fees; our indemnity in Section 17.1; fraud or wilful misconduct; gross negligence; death or personal injury caused by negligence; or any other liability that cannot be limited or excluded by law.
16.4 Excluded losses. To the extent permitted by law, neither party is liable for indirect, consequential, incidental or special losses, loss of profit, loss of data (except as covered by the DPA), or loss of reputation.
17.1 By us. We will defend and indemnify you against third-party claims alleging that the Service, used in accordance with these Terms, infringes that third party's intellectual-property rights, excluding claims arising from your modifications, from combinations with items not provided by us, or from Patient Data.
17.2 By you. You will defend and indemnify us against third-party claims arising from Patient Data, from your failure to secure a lawful basis or any consents or notices required for its processing, from your breach of Section 9 (Acceptable use), or from your use of the Service in your operations.
18.1 Term and renewal. Your subscription runs for the term stated in your Order and renews automatically for successive periods of equal length at the then-current fees, unless either party gives notice of non-renewal before the end of the current term. We will remind you before each renewal.
18.2 Cancellation. You may cancel from your Account or by contacting us (Section 21). Cancellation takes effect at the end of the current paid period.
18.3 Changes to fees or Terms. We may change the fees applicable to a future renewal, or amend these Terms, by giving you at least 30 days' notice. If a change is materially adverse to you, you may terminate your subscription before the change takes effect.
18.4 Suspension. We may suspend the Service if your payment is overdue by more than 60 days after a reminder giving at least 15 days to pay, if your use of the Service creates a security or legal risk, or if suspension is required by law. Any suspension will be limited to what is reasonably necessary and lifted once its cause is resolved. We will use reasonable efforts to avoid disrupting active patient care.
18.5 Termination for cause. Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within 30 days of written notice, or immediately if the other party becomes insolvent or materially breaches its confidentiality or data-protection obligations.
18.6 Effects of termination. Upon termination, your right to use the Service ends and accrued fees become due. Patient Data is exported and then deleted or returned as set out in Section 12.3 and the DPA.
We may update and improve the Service and the Documentation from time to time, provided that the core functionality you have subscribed to is not materially reduced during a paid term. Material changes to these Terms or to our policies are notified in accordance with Section 18.3, and we will notify your administrators at least 30 days before material changes affecting the processing of personal data.
Neither party is liable for a failure or delay caused by events beyond its reasonable control, provided it notifies the other party and resumes performance as soon as reasonably possible. If such an event continues for more than 60 days, either party may terminate these Terms without penalty. Force majeure does not excuse the payment of fees for Service already provided.
We give notices by email to the address associated with your Account or through the Service. You may give us notice at the DPO email address or through your Account. Email notices are deemed received on the next business day.
You may not assign these Terms without our consent, except to an affiliate or in connection with a merger or acquisition, with notice to us. We may assign these Terms to an affiliate or in connection with a merger or reorganisation, with notice to you.
These Terms, the documents they incorporate and your Order constitute the entire agreement between the parties regarding the Service. If any provision is held invalid, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver of it. The parties are independent contractors. Electronic acceptance and electronic signatures have the effect of a handwritten signature to the extent permitted by applicable law.
24.1 Governing law. These Terms are governed by the laws of Romania, excluding its conflict-of-law rules.
24.2 Disputes. The courts of Bucharest, Romania have exclusive jurisdiction over disputes arising out of or in connection with these Terms. Before starting proceedings, the parties will first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice.
24.3 Language. These Terms are drafted in English. Translations are provided for convenience only, and the English version prevails.