Software Licence Agreement
B. Braun Medical AG, Seesatz 17, 6204 Sempach
The operator operates a website, an application and database running on a server at the address https://hat.bbraun.cloud for monitoring and auditing hand hygiene and disinfection applications. Connected to the application is an app available in the Apple and Google App Stores.
The user intends to use the software and to compensate the operator for the corresponding rights of use or access rights against an annual license fee.
The operator and the user (collectively the "parties") therefore agree what follows:
By using the app, the user accepts the following terms and conditions for the use of the app. By paying a license fee, the user has the right to use the app for a certain period of time. At this point, the user is again informed of the data protection regulations, which can be accessed both on the website and in the app. By using the app, the user acknowledges the data protection regulations.
Right to use according to the contract
The operator grants the user the possibility to use the software on the website https://hat.bbraun.cloud individually and to configure it within the scope of the available possibilities. A common browser is required to use the software, as well as an up-to-date operating system for the use of the apps.
The access rights to the software will be granted after conclusion of this contract. The selection, configuration and individualization of the software is the sole responsibility of the user.
The user does not acquire any rights to the software, the data contained or collected therein. In particular, the user does not acquire license rights to the underlying applications and databases, which would allow the software to be operated independently.
Obligations of the user
Subject to a test use at the discretion of the licensor, the user receives a Superuser account for the use of the website and the app for an annual license fee, which allows him to use the website and the associated app for data collection.
Invoices of the licensor are due for payment by the licensee thirty days after receipt of the invoice without deduction and excluding the settlement. After the expiry of this payment period, the licensee shall be in default without a reminder.
Representation and Warranties
Provision of Services as is – disclaim of fitness for purpose
In a test, the user has been able to test the function of the website and the application extensively and knows the scope of the website and the app. The license fee includes the service as you have seen and experienced it. The service consists in storing the data you enter and retrieving this data for your own purposes.
We guarantee to the user an uptime of the services on our servers of 95%. To synchronize the data collected with the server, where the data is stored, the application requires an internet connection of its collecting device. This means that the data can only be synchronized if your end-user device on which you have installed the app or on which you want to view the website has an Internet connection that is not locked. The user is responsible for his own internet connection. We are only responsible for the connection of our server to the internet and its basic accessibility.
Malfunctions and functional change requests
You know how your data is represented on our website and in your app. This is the service as you get it. By paying the royalties, you have no further claim other than the receipt of the data you store.
You can email malfunctions or suggestions for changes to the app at any time. By proposing a feature, you waive any intellectual property in such a function. We check whether there is a demand for such function and whether we can implement it within the scope of our resources and technical possibilities. However, you are not entitled to the implementation an amendment proposal. If possible, we will correct the malfunction as soon as possible.
The Licensor processes personal data for the licensee so that the licensee can use the app and the website.
The contractually agreed service is provided exclusively in a Member State of the European Union or in a Contracting State of the Agreement on the European Economic Area. Any transfer of the service or partial work to a third country requires the prior consent of the licensee and may only take place if the special conditions of Article 44 e.g. GDPR are met.
The licensor stores the user login data as well as the usage data collected by him. The user login data is personal and serves the identification and legitimation of use on the platform. The data of the superuser includes its personal data and contact details for invoicing the license fee. No further personal data will be collected.
Each party shall only be liable for direct or direct damages to the other party up to CHF 10,000. Liability for indirect or indirect damages is hereby excluded. Limitation of liability and disclaimer apply to contractual as well as non-contractual or quasi-contractual claims.
The parties are reserved to be liable for damages caused by intentional or grossly negligent conduct.
Duration and termination of the contract
This Agreement will take effect with the use of the App and the Website. It may be terminated by the Licensor at any time, subject to payment of the license fee for a certain period (one or two years), which grants a right of use, which means that the Use of the Website and The App is no longer possible.
Termination for good reason
Each party is entitled to terminate this contract at any time and without notice for good cause. An important reason exists in particular if the other party commits a material breach of contract and does not rectify this breach within ten calendar days despite a written warning.
Consequences of termination/return obligation
At the end of this contract, all licensee's right to use the software and user documentation expires. Subject to the terms of the contract to the contrary, the reclaim of royalties already paid by the licensee is inadmissible in the event of termination of the contract for any reason whatsoever.
This Agreement and its annexes shall govern the relations between the parties. General terms and conditions of the parties do not apply.
This agreement or individual rights and obligations arising therefrom may only be assigned or transferred to third parties with the prior written consent of the other party.
This agreement is subject to Swiss law to the exclusion of the UN Convention on the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement is Sempach