Last update: December 20, 2018
GENERAL TERMS AND CONDITIONS
These general terms and conditions (“General Terms and Conditions”) govern the access and use of the web site and platform available through the domain https://healthcare.genomcore.net and its sub-domains (“Website” or “Platform”) and contracting process of the service Genomcore Healthcare (“Service”). Access to the Website confers the condition of User (“User” or “You”) and implies the acceptance of all the terms set out in these General Terms and Conditions. If You do not agree with these General Terms and Conditions, we ask You to leave the Website or Platform without making use of it.
By accepting these General Terms and Conditions You warrant:
- That you have read these General Terms and Conditions and understand them.
- That You are of legal age to form a binding contract with Genomcore.
- In case of acting on behalf of a legal entity, You have a power of attorney to legally represent such entity.
- In case that You wish to contract the Service, You agree to sign a service agreement (“Service Agreement”), consisting of specific service conditions (“Specific Conditions”) and a service level agreement (“SLA”)
1. General information
The content of this Website is provided by GENOMCORE, S.L. (“Genomcore”, “We”, “Us”), with registered office at Virgen de Guadalupe 18, 08950, Esplugues de Llobregat, Spain, identification number ESB66452160, e-mail address: firstname.lastname@example.org and telephone number (+34) 933 900 502. Registered at the Barcelona Commercial Register in Volume 44.742, Sheet 201, Page B-465.064.
These General Terms and Conditions are valid immediately and can be unilaterally modified at any time with 30 days notice to the User’s e-mail address. The Specific Conditions will be subject to the Service Agreement and these General Terms and Conditions. Between the Specific Conditions and General Terms and Conditions, the Specific Conditions shall prevail. The continued use of the Service after any modification, constitutes acceptance to such modifications. Failure to comply with any provision from these General Terms and Conditions, Service Agreement, Specific Conditions or SLA, may lead to termination of the Service.
Client: legal entity responsible for contracting the Platform’s license and billing. The Client is responsible for its own Users.
Organization: virtual organizational unit bringing together multiple Users. A Client matches with one or multiple Organizations, but for billing purposes an Organization can only match one Client.
User: person who access the Platform through a user account. There are two types of Users: Professional Users and Individual Users, depending on whether they are providing or receiving a Service.
Professional User or Professional: natural person that can be identified through a User account matching an Organización that provides health services through the Platform, properly trained and certificated for such purposes.
Individual user or Individual: natural person that can be identified through a User account matching an Organización and wishing to receive health services from the Professionals of the Organization.
Visit: telematic service provided by a Professional to an Individual by using a videoconference tool integrated to the Platform.
3. About the Platform and Genomcore’s Healthcare service
These General Terms and Conditions govern the Genomcore Healthcare service. The Service consists of making a website tool available to the Client (the Platform), which main purpose is to provide health services telematically and to share information, regarding genetic counselling services.
To access the Platform, the Professional must be listed under a license agreement. The Client is responsible for contracting Genomcore’s licence agreement and for paying the Service fee. The Service fee is based on a fixed fee, in accordance with the SLA, and a variable fee, in accordance with the Specific Conditions.
The Platform has been tested in the latest versions of Chrome and Safari and, therefore, may be inconsistent with other browsers. The User is responsible for the cost of internet access, and for using the proper browser. Notwithstanding that in the future the Platform may adopt new versions that the User must accept to improve the quality Service.
4. Service conditions
The User acknowledges the Platform and finds it appropriate for the User’s intended purpose. Genomcore does not guarantee the User a specific outcome.
The User agrees that the Platform’s license is limited to the purposes described herein. Users can access the Platform from a web browser with internet connection- without the need to install the Platform on their own computers.
Genomcore will provide the Client with an entity organization and User for each Professional who access the Platform. A Professional can assign Individual accounts related to the Organization. To create additional Professional accounts, please contact email@example.com
Except as permitted the User agrees not to transfer, resell, lease, license or otherwise make available to third parties the Genomcore’s Platform or technical information received in accordance with the Specific Conditions. If the User wishes to extend the licence to third parties, requests for permission should be direct via firstname.lastname@example.org. The conditions of new licences must be arranged between Genomcore and the Client.
The Client and Users are responsible for the activity, use and purpose given to the Platform. The Client and/or User is responsible for obtaining all the necessary permissions.
From time to time, the Platform, as well as these General Terms and Conditions, may be modified for any reason. Genomcore will notify and inform the Client not less than thirty (30) days prior to the effective date of the amendment or modification. Exceptionally, modifications or amendments can be done without prior notice.
The Service includes:
- A limited and non-exclusive license for the Client to use Genomcore Healthcare.
- A management system for Organizations, Professionals, Individuals, Records, as well as a registry of all the communications made through the platform (chat).
- Health data storage, ensuring privacy, security, availability and integrity through encryption, and backups.
- Video conferencing system and management of multiple visiting rooms with capacity for one Professional and one Individual.
- Hardware, software and telematic communication systems.
The Service does NOT include:
- Specific adaptations beyond those specified in these General Terms and Conditions or Service Agreement.
- Integration of new analysis tools or User workflows.
- Any other service not outlined.
Additional features included:
- Updates, corrective actions or new functionalities. Genomcore will execute the necessary tasks to fix software bugs, and develop new functionalities. Such adjustments will not be considered essential changes and shall not constitute a reason to avoid compliance (ie., security updates, improvements in performance or scalability).
Are clearly excluded from the previous paragraph: The development or installation of new tools, major changes, tailored developments, installations in special environments, integrations with existing systems, modifications proposed by the Client.
If necessary, new developments will be agreed with the Client, incurring in additional costs.
The process for contracting Genomcore Healthcare Service will be informed through the e-mail address email@example.com
The User is solely responsible for the custody of the credentials. The Professional credentials contain an e-mail address and password. The Individual credentials contain a personal identifier and link to the e-mail address. .The User accepts any damages arising from the misuse, transfer, disclosure or loss of the credentials. The access to restricted areas or services, will be under the User’s responsibility.
5.2. User account
The User will have access to the User account once the Specific Conditions are executed. The Professional can invite new Individual Users into the Platform. To sign in, the User must provide accurate and current information. It is the User’s responsibility to keep that information updated.
The Service price will be indicated on the Specific Conditions. The prices does not include the equipment or internet connection needed to access the Platform, which will be at the Client’s expense.
The billing for the Service is compound by two categories:
(i) Fixed price: based on the Platform’s license, training, customization, and SLA; and shall be paid annually or monthly, upon the Specific Conditions.
(ii) Variable: based on the number of Professionals, Patients, number and duration of each visit. The variable fee shall be calculated on a monthly basis. If other services are requested, they must be detailed in the Specific Conditions.
5.3.2. Changes in the prices
Genomcore reserves the right to modify the price of the Service. Any modification in prices will be communicated with at least thirty (30) days prior to the effective date of such modification, except as otherwise indicated in the Specific Conditions.
5.3.3. Payment terms
As a general rule, billing will occur monthly in arrears and shall reflect the variable amount according to the use of the Platform during such period. Payments shall be made through direct bank debit, unless otherwise indicated in the Specific Conditions.
The prices are indicated in Euros (€) and does not include VAT (Value Added Tax) or other taxes. Prices do not include shipping costs, travels, adjustments, training or any additional services, unless otherwise indicated in the Specific Conditions.
Prices may be increased each year in line with the CPI variation.
Genomcore reserves the right to suspend the Service within 15 (fifteen) days of notice if the Client fails to comply with the payment terms specified in the invoices. Genomcore reserves the right to claim for pending payments. A delay in payment will accrue monthly the legal interest rate increased by 3 points, calculated by days.
6. Right of withdrawal
Non-application of the withdrawal right
In compliance with article 103 of the Protection of Consumers and Users Spanish Act and other complementary laws, the User will not be entitled to withdraw the Service Agreement when:
(i) the Service has been executed by Genomcore;
(ii) the Service execution has initiated, with the previous consent of the User, and with the recognition that once the Service Agreement has been fully executed, the User the will have lost the right of withdrawal.
The Service execution takes place once the Specific Conditions have been signed, and the Platform is made available to the Client.
7. License of use
The Intellectual Property of all the components of the Platform, as well as the code, design, structure, technology, improvements, updates, etc… are owned by Genomcore (or Genomcore has the necessary license). These components are protected by Industrial and Intellectual Property laws. Any copying, distribution, public communication beyond the General Terms and Conditions and Specific Conditions, is forbidden. Genomcore reserves all the rights not expressly granted herein.
The License is restricted to the Client, User, Administrator User, and other Users who must keep employment relationship with the Client’s Organization. The Client is responsible for not making available the Software to third parties. If the Client wishes to give access to third parties, the Client must communicate it to Genomcore, who will extend the the license under specific terms on the Specific Conditions.
The User may not reverse engineer, decompile, disassemble or by any means try to discover the Software’s source code.
Genomcore guarantees the good functioning of the Platform, excepting accident, misuse by the User, incidents provoked by third parties, or maintainance. Genomcore must solve any Platform error that is not consequence from the abovementioned.
Genomcore is not responsible for any damage caused by the Platform, directly or indirectly by the Platform, such us work interruptions, data losses, economic losses, or lost profits.
The Client may subscribe a SLA covering a minimum Platform availability and additional guarantees. Genomcore will not be responsible, for the content that the User stores on the Platform. The Client will save Genomcore harmless from any claim.
9.1. Genomcore’s obligations
- Provide the Service in accordance with these General Terms and Conditions, Service Agreement, Specific Conditions and SLA.
- Apply the means and resources to deliver the Service in good manners.
- Assume any obligations specified by the General Terms and Conditions, Service Agreement and SLA.
9.2. Client’s obligations
- Pay for the Services within the invoice terms.
- Collaborate with Genomcore for an appropriate Service provision.
- Comply with Genomcore’s Security Policy (available at https://genomcore.com/es/politica-de-seguridad/)
- Apply and enforce rules and regulations regarding the activity carried out by the Client.
- Access the Platform only through the means provided by Genomcore.
- Apply the instructions given by Genomcore, regarding the use of the Service, such as technical indications.
- Respect Genomcore’s Industrial and Intellectual Property rights.
- Comply with any other obligations set out in these General Terms and Conditions, Specific Conditions and SLA.
- Extend to all the Users using the Platform, the content of these General Terms and Conditions (especially data protection clauses) and Security Policy .
- Respect the standards of conduct deemed unacceptable, such as, impersonate another User, introduce viruses, trojans or malicious code into the Platform, harass other Users through the Platform, announce products or services through the Platform, use a coarse vocabulary in the Platform.
The length of the Service shall be indicated on the Specific Conditions. If the Specific Conditions do not mention something different (in which case shall prevail), the Services will have a length of 1 (one) year as from the date of signature of the Specific Conditions, automatically renewable for similar period, unless notice of termination by any of the Parties with 30 (thirty) days in advance to the annual expiration date.
11. Intellectual and industrial property
The Platform, as well as any new feature or functionality, is owned by Genomcore. Genomcore shall retain the authorship rights, whether they are patentable, registrable, or not.
Reproduction, modification, adaptation, maintenance, correction of errors, transfer, sell, loan, use, transmision of the right to use, dissemination or publication, etc., of the Platform is expressly prohibited, with the obvious exception of use on behalf of the Client’s employees within the object of the General Terms and Conditions.
The Platform contents (including but not limited to information, pictures, software, graphics, images, icons, technology, software, links, video and audio contents, graphic design and source code) are owned by Genomcore or its licensors. There is no transfer of exploitation rights to the Client or User, beyond those recognized.
The Client states to have the power and to inform the User about the personal data stored or processed on the platform, including health data, photographs, images, texts and comments that are published or sent through the Platform, guaranteeing that the use does not infringes the rights of any third party.
The names and logos published through the Platform are trademarks of Genomcore or its licensors. The User must not use such trademarks without the prior permission of Genomcore.
The parties agree not to disclose nor provide any information, including accounting technological, financial, commercial or industrial data that is obtained or eased during the preparation and execution of the Service Agreement, as well as to provide the appropriate resources to preserve confidentiality.
Once the Service Agreement has ended, or when required by law, the User must make available to Genomcore any technical documentation, reports, files or access codes that have been prepared by Genomcore as part of the Service Agreement.
Confidential information means all the information exchanged between the parties for the negotiation and execution of the Service Agreement.
Confidential information shall not include any information which:
(i) is now or has become generally known or available to the public;
(ii)the parties are obliged to disclose in accordance with the current legislation, or written notice, or requested by the authority.
Each Party undertakes to warn both its employees and executives these confidentiality requirements, in accordance with the Service Agreement.
For a period of 2 (two) years following the full execution of this Agreement, the Parties shall exercise all reasonable care to prevent the unauthorized disclosure of Confidential Information, or its use for any purpose other than evaluation and consultation between the Parties.
13. Personal Data Protection
13.1 Informative Clause
The personal data provided to Genomcore within the context of the Service Agreement (such as Client’s name, ID number, e-mail address) will be used to give effect to the contractual purposes. Data will be used for quality purposes, for example, to interpret navigational data, use Google Analytics or other tools. The legal basis to process personal data is the execution of the Service Agreement. The Client undertakes to inform of the content of this clause to the data subject. The personal data may be communicated to third parties indicated under the section “Subcontracting”.
Genomcore processes two categories of personal information while providing services:
- The Client’s and User’s personal information (employees names, e-mails, ID numbers, etc), and
- The personal information of Individual Users or other Client’s end users whose data is processed through the Platform.
Regarding the first category of data, Genomcore is data controller. Regarding the second category of personal data, Genomcore is data processor.
13.2 Data processor
Genomcore es responsable de los ficheros de datos de carácter personal relativos al Cliente almacenados en la Plataforma a los cuales accederá Genomcore para las tareas de comunicación y facturación de los Servicios.
El Cliente es responsable de los ficheros relativos a los Usuarios que pueden contener datos sensibles, definidos según el artículo 9 del Reglamento (UE) 2016/679 (en adelante, “el Reglamento”) que se almacenarán en la Plataforma y a los cuales accederá Genomcore para la ejecución de las tareas que le han sido encomendadas según el Acuerdo de Prestación del Servicio.
El mantenimiento técnico y ejecución de tareas profesionales según el Acuerdo de Prestación del Servicio, conllevan o pueden conllevar el tratamiento de datos de carácter personal responsabilidad del Cliente.
La relación entre el Cliente, en su condición de Responsable del tratamiento, y Genomcore, en su condición de Encargado del tratamiento, se regula en las presentes Condiciones Generales a los efectos de dar cumplimiento a lo establecido en el artículo 28.3 del Reglamento (UE) 2016/679 (en adelante, “el Reglamento”) y garantizar la seguridad de los datos de carácter personal. El Encargado se compromete a tratar los datos personales únicamente siguiendo las instrucciones facilitadas por el Usuario y garantiza que las personas autorizadas para tratar los datos personales se comprometen a respetar la confidencialidad o estarán sujetas a confidencialidad por obligación estatutaria.
13.3. Nature and purpose of the treatment.
The personal data will be processed in order to comply with the Services described in these General Terms and Conditions.
13.4. Files containing personal and sensitive data.
The personal data processed under the Services is organized as follows:
- Personal information sheets: personal data is collected from Organizations as well as from the different Users, and contain:
- Records: may include health data and genetic data, results from clinical samples, biometric data, racial and ethnic data, data concerning sexual orientation, or any other type of data that the Professional might find necessary.
- Conversation chats during a visit: may collect sensitive data during chat conversations through telematic visits between the Professional and Individual.
13.5. Client’s Rights and Obligations
- Allow Genomcore the access to sensitive data with the only aim of providing the Services.
- Do not send, analyze, share or disclose data that the Client is not allowed to.
- Guarantee that the permissions and authorizations to process sensitive data in the Platform have been collected.
- Carry out an Impact assessment regarding the personal data.
- Do not infringe or violate third parties rights (privacy rights, industrial or intellectual property).
- Make all the necessary prior consultations.
- Ensure compliance with the Regulation.
- Supervise the treatment, including inspections and audits.
13.6. Genomcore’s Obligations
- Follow the Client’s instructions for processing personal data, especially regarding data transfers, unless obligated under the EU legislation or member state’s legislation. In such case, Genomcore will inform the Client of such legal requirement prior to the processing, except prohibited for reasons of substantial public interest.
- Guarantee that the employees involved in the processing of personal data respect the obligation of confidentiality.
- Take all necessary measures, in accordance with the article 32 of the Regulation.
- Help the Client applying technical and organizational measures, in order to give answer to the data subject requests’. The processor must reply the Client through email. Communications shall be made immediately and no longer than one working day following the receipt of the written request.
- Collaborate with the Client to comply with the obligations set on articles 32 to 36 of the Regulation.
- Make available to the Client the information to demonstrate compliance with article 28 of the Regulation, and allow audits or inspections on behalf of the Client or other authorized auditor.
- Inform to the Client when an instruction violates the Regulation
- Comply with any other obligation in accordance with the data protection legislation.
- Inform the Client/User, without undue delay, and within no more than 48 hours, through the Client’s e-mail, of any security breach involving personal data along with the necessary information to resolve and notify the incidence.
- Is regarded as “security breach” any non-authorized and successful attempt to use, reveal, modify or delete private information in a way that can threaten the confidentiality, integrity or availability. Failed attempts to access, modify, delete personal data or destroy the supports where the data is stored, shall not be notified (such as, denial of service attacks, Port scanning or interception of encrypted information).
The data provided within the context of the Service will be processed with the purpose of carrying out the contractual relation between the parties. The Client shall inform to the data subject the content of this personal data clause.
The data may be communicated to third-party recipients such as Public Administrations for the fulfilment of legal obligations. Also, the data can be communicated to the following Processors: Providers of electronic communications, hosting, software service, management, accounting, auditing and lawyers. Genomcore may transfer personal data to Processors located in the United States of America who are members of the Privacy Shield, which have an adequacy decision from the Commission (Commission Implementing Decision (EU) 2016/1250) or where standard contractual clauses approved by the European Union have been signed.
The data will be kept during the Service Agreement and during the legally established periods of storage and limitation of liability.
The data subject may exercise at any time their rights of access, rectification, erasure, restriction of processing, object or data portability by sending an email to firstname.lastname@example.org or by writing to Genomcore S.L., Carrer Verge de Guadalupe, 18, 08950, Esplugues de Llobregat, Barcelona. The data subject shall have the right to lodge a complaint to a supervisory authority.
13.8. Duty of secrecy
Genomcore undertakes to ensure the professional secrecy regarding the personal data, and to maintain confidentiality. This obligation shall be extended to all the employees of the Organization who have access to such data. The confidentiality obligation shall continue to exist without any time limitation.
Genomcore may communicate the data to the competent authorities, when required by a legal provision.
13.9. Genomcore’s guarantee
Genomcore has the necessary expertise and resources to fulfil the obligations arising from these General Terms and Conditions.
Genomcore is liable for the damages arising from any breach to the clause “Personal Data Protection”.
13.10. Data destruction
Upon termination of the Service Agreement, the personal data must be destroyed, blocked, cancelled or returned to the Client (at the Client’s choice), as well as any material or document including personal data. If the Client requests the return of the data, the procedure shall be conducted according the General Terms and Conditions.
The foregoing shall be deemed without prejudice to a legal provision ordering data retention. In such case, Genomcore may keep the data locked.
The Client shall be liable for any claim or damage arising from the use of the Service, and will compensate Genomcore for any claim, damage, lost profits, costs and expenses (including, attorneys’ fees and litigation costs).
The Client shall not be liable when the claim is based on an error of the Service functionality that is directly attributable to Genomcore. In this case, the error will be quantified in a maximum amount that shall not exceed the total amount perceived by Genomcore for the Service from the Client within the last three months.
Genomcore will have no liability with respect to: (a) Any damages arising from the execution of these General Terms and Conditions, or (b) business expectations that may have been caused.
15. Force majeure
No delay or lack of enforcement that is beyond the control and without negligence of Genomcore shall constitute an event of default or breach of these General Terms and Conditions. For this purpose, force majeure means acts of war, warrants, fires, floods, accidents, machinery breakdowns, general lack of supplies, quarantines, strikes, lock-outs, etc…, as well as any other external circumstance outside the scope of Genomcore’s decisions.
Genomcore will inform the User and take all reasonable actions to minimize the consequences to resume compliance.
If the force majeure event lasts more than 90 (ninety) days and prevents the provision of Services, the User is entitled to end up the Service Agreement without bringing compensations among the Parties.
16. Independent contractors
The Service Agreement, in accordance with the mutual intentions of Genomcore and the Client, establishes between them an independent contractor relationship. The Service Agreement does not create an employment, agency or partnership relationship.
However, the Parties shall give each other permission to use the symbols and logos of the other party, for their use as commercial reference in the Platform and documentation towards third parties. Such authorization does not signify by any means a license or transfer or rights on the symbols and logos, other than the mere indicated use.
The User may not assign the contractual status nor transfer any rights or duties arising from the General Terms and Conditions without Genomcore’s prior and written consent.
17. Severability of provisions. Interpretation.
In the event that the provisions of the Service Agreement, Specific Conditions with this General Terms and Conditions, the terms and provisions of the Specific Conditions shall prevail.
The waiver by any of the parties to demand compliance of any of the conditions stipulated herein, shall not imply a general waiver to comply with the other conditions, nor shall create an acquired right for the other party.
Should any provision of these General Terms and Conditions, Service Agreement or Specific Conditions be declared null, invalid or ineffective, the validity or effectiveness of the rest of the clauses shall not be affected. Under such event, the Parties commit themselves to negotiating a new provision. If the substitution becomes impossible, the aggrieved party shall opt to terminate the Service Agreement.
The General Terms and Conditions and its related documents, constitute a single agreement.
In the event of non compliance, the party not in breach may terminate the Service Agreement, General Terms and Conditions or Specific Conditions, when the notified party fails to remedy the breach for a period of 15 (fifteen) natural days as of the notification date
The Agreement may also be terminated upon:
- Extinction of legal status of one Party.
- Request for negotiations to reach a financial agreement as provided in Article 5 bis of the Spanish Bankruptcy Act or being declared insolvent, notwithstanding any action for damages.
The natural termination of the Service Agreement or termination by the causes established by Law, shall not create any right to compensation -except when the termination is due to the failure of any Party, in which case will give the right to compensation to the Party that is not in default.
The termination of the Service Agreement shall not release the Party from:
(i) paying any amount owed to the other Party, or
(ii) executing actions to assume the responsibilities incurred by the Parties before expiration of the Service Agreement.
If the Service Agreement is terminated due to breach attributable to Genomcore, the compensation to be paid by Genomcore can not be greater than the total amount received by Genomcore for the Service within the last three months.
The termination of the Service Agreement involves termination of the Service and the Specific Conditions. It also ends Genomcore’s liabilities over the Service and the User’s system.
Once the Agreement has been terminated, for any reason, Genomcore shall provide the Client with a copy of the contents that the User stored on Genomcore servers’. The copy shall be accessible telematically for a period of 1 (one) month, from the completion date of the Service Agreement, upon the Client’s request.
19. Costs and expenses
Any expenses will be covered by the Parties in accordance with the General Terms and Conditions, and subsidiarily, by the law.
All notices, records, communications and statements to be made to Genomcore under this Agreement must be mail addressed. The addresses of Genomcore for receipt of notices are as set forth below:
Legal contact: email@example.com
Sales Contacto: firstname.lastname@example.org
Technical support contact: email@example.com
Postal address: Virgen de Guadalupe 18, 08950, Esplugues de Llobregat, Barcelona (Spain).
21. Governing Law and Jurisdiction.
These General Conditions shall be governed and interpreted pursuant to Spanish legislation.
All disputes arising in connection with this Agreement shall be settled under the rules of Spain.
This project has been co-financed by the European Union's Horizon 2020 program and the CDTI.