GENERAL CONDITIONS OF SERVICES
(hereinafter referred to as the "GCS")
1. These GCS have been put forward by Synapse Medicine, a simplified joint stock company with a share capital of 20,627.70 euros, listed in the Bordeaux Trade & Companies Register under number 827 466 590, whose headquarters are located at 17 place des Martyrs de la Résistance 33000 Bordeaux, represented by Dr. Clément Goehrs in his capacity as CEO (hereinafter referred to as "Synapse Medicine" or the "Supplier").
2. Synapse Medicine has developed a platform known as "Synapse Med" which provides a full overview of medication information through the use of reliable data that is updated in real time. This platform is aimed at healthcare professionals to assist with decision-making for enhanced prescription safety and the dispensing of medication (hereinafter referred to as the "Platform").
3. Synapse Medicine provides this Platform as a remote service (SaaS) using a pooled platform for all its customers.
4. Synapse Medicine makes its Platform available to patients and companies in the healthcare sector - in particular to telemedicine platforms, insurance and mutual insurance companies, hospitals, care facilities and pharmacy groups.
5. Synapse Medicine offers three different services from its Platform:
1. a "Patient service" to provide easy access to reliable, up to date medical information and therefore to improve understanding about medication.
With the free version of the "Patient service", users can consult the directions for medication, analyze prescriptions based on their specific clinical characteristics, generate a prescription code to pass on to their healthcare professional and look up any side effects relating to their treatment.
The paid version of the "Patient service" grants access to all the features of the free version and also allows users to save a number of health conditions along with the analyzed prescriptions.
2. a "Pro doctor service" to enhance the safety of patient prescriptions, with access to:
1. a virtual assistant to answer questions about medication such as the dosage, contraindications and even adverse effects;
2. a prescription analysis highlighting any medication issues such as interactions between different types of medications and contraindications, and which can filter results by level of severity. Images of prescriptions can be taken in order to save information;
3. an alert module for medication not suitable for older persons (STOPP criteria);
4. a module for detecting potentially adverse effects in one or more prescriptions;
5. access to all French monographs;
6. an option to save analyzed prescriptions.
With the free version of the "Pro doctor service", users have access to all functions, but with daily limits on the virtual assistant (3 questions per day), prescription analysis (1 photo and 1 analysis per day) and the ability to read medication packaging using QR codes (1 per day).
The paid version of the "Pro doctor service" grants access to all service features with no usage limits.
3. A "Pro pharmacy service" that has the same features as the "Pro doctor service". An additional feature called Shared Medication Record specific to the day-to-day tasks of pharmacists is included in the "Pro pharmacy service".
With the free version of the "Pro pharmacy service", users have access to all functions, but with daily limits on the virtual assistant (3 questions per day), prescription analysis (1 photo and 1 analysis per day), the ability to read medication packaging using QR codes (1 per day) and the shared medication record (1 test record).
The paid version of the "Pro pharmacy service" grants access to all functions with no usage limits.
6. This Platform is accessible remotely:
1. either directly by remote log-in at the following URL https://synapse-medicine.com/fr/ (hereinafter referred to as "Direct Access");
2. or indirectly through a third party authorized by Synapse Medicine to integrate the Platform functionalities in their own computer system (hereinafter referred to as "Indirect Access").
7. These GCS apply to Direct Access and Indirect Access.
8. The Customer - who wishes to be able to access the Platform with both Direct and Indirect Access - is aware of all aspects of the services proposed by Synapse Medicine and acknowledges that this latter has supplied it with all the necessary information.
PURSUANT TO WHICH, THE PARTIES HAVE AGREED TO THE FOLLOWING:
1. The aim of these GCS is to determine the conditions under which Synapse Medicine authorizes the Customer to access and use the Platform.
1. The terms given below shall have the following meanings:
1. "Customer" means the natural or legal person that is authorized to access and use the Platform under the conditions set out in the Agreement;
2. "Agreement" means these GCS and all the documents listed in Article 4.1;
3. "Subsidiary" means any company, French or foreign, regardless of its legal form, which, directly or indirectly, controls one Party or is under the control of one Party, where the concept of control bears the meaning set out in Article L233-3 of the Code of Commerce;
4. "Party/Parties" means the Customer and/or Synapse Medicine, either individually or collectively;
5. "Patient(s)" means any natural person who accesses the platform using Direct Access and who uses the Platform for purposes which do not fall within the scope of their commercial, industrial, craft or liberal activity;
6. "Service Level Agreement" or "SLA" means the service level commitments relating to the Platform incumbent upon Synapse Medicine under this Agreement and which are detailed in Appendix 1;
7. "Term Sheet", means the contractual document which may be proposed by Synapse Medicine to its customers, especially to telemedicine platforms;
8. "User(s)" means anybody, be they private individual or healthcare professional, who holds a personal account granting them access to the Platform.
4. Contractual documents
1. The contractual documents are, in decreasing order of priority:
1. these GCS;
2. the appendices;
3. the Term Sheet, if applicable.
2. In the event of any inconsistency or contradiction between these contractual documents, the Parties agree to invoke these documents based on the above order of precedence.
5. Entry into force – Duration
1. Any use of the Platform shall be subject to the prior acceptance and compliance with this Agreement. The Customer acknowledges that they have read this Agreement and unreservedly accepts all of the stipulations contained in the Agreement.
2. This Agreement comes into force upon acceptance by the Customer. This acceptance is formalized:
1. in the case of Direct Access, by ticking the box provided for this effect at the time of registering online;
2. in the case of Indirect Access, by the signature of these GCS and/or the Term Sheet referring to these GCS.
3. The present Agreement is entered into for a period:
1. undetermined for Direct Access;
2. of three (3) years from the time it comes into force in the case of Indirect Access. At the end of this period, each Party may terminate the Agreement, without compensation, by sending a notification to the other Party at least ninety (90) days prior to the anniversary of the Agreement. If no termination occurs during this period, the Agreement shall be tacitly renewed for the same length of time.
1. Termination for convenience
1. In the event of Direct Access, each Party shall have the option to terminate this Agreement at any time, without compensation and without the need to provide a reason. To cancel their service, Customers may access the following information: access to the profile/my information/my subscription within the platform or by sending an e-mail to firstname.lastname@example.org. The termination shall come into effect the month following the date of sending the notification.
2. Termination for breach
1. Each Party has the right to terminate this Agreement thirty (30) days after having notified the other Party of a material breach or shortcoming of the other Party in its obligations under this Agreement, unless at the end of these thirty (30) days, the wrongful Party has put an end to this breach or shortcoming.
7. COOLING-OFF PERIOD
1. This Article 7 exclusively applies where the Customer is a Patient.
2. In accordance with Article L221-8 of the Consumer Code, the Customer has a right of withdrawal without being required to give a reason for this, for a period of fourteen (14) days. The cooling-off period expires fourteen (14) days from the day after the date on which the Agreement is signed.
3. Customers should exercise their right of withdrawal by notifying the Supplier of their decision to withdraw by sending them the standard withdrawal form given in Appendix 2 prior to the expiry of the abovementioned period, or any other unequivocal statement expressing its intention to withdraw (registered mail with return receipt, fax or e-mail, for example).
4. In the event of withdrawal, the Supplier will reimburse all the payments received from the Customer without undue delay, and in any event within fourteen (14) days of the date on which the Supplier is notified of the Customer's withdrawal. The Supplier will use the same methods of payment as those used by the Customer at the time of purchase, unless the Customer agrees to use another method of payment. In any event, this reimbursement will not incur any costs whatsoever for the Customer.
1. Each Party represents, guarantees and undertakes the following toward the other Party:
1. each Party has the capacity and the power to enter into this Agreement;
2. the persons signing this Agreement on behalf of a Party are duly qualified to do so;
3. this Agreement and its resulting obligations are binding upon the Party and are enforceable against the other Party based on the provisions given in this document notwithstanding the terms of any other agreement, judgment or court order to which the Party may be subject;
4. there are no ongoing or imminent legal proceedings which, to the knowledge of the Party, threaten or which may have an unfavorable affect on this Agreement or on the ability of the Party to fulfil its obligations arising from the present Agreement;
5. neither of the Parties has withheld any information that is necessary for the effective fulfillment of the contractual obligations under this Agreement - the information provided to the other Party is complete, true and accurate to the best of the knowledge and belief of the other Party.
2. Each Party acknowledges that the other Party has entered into this Agreement based on the statements, guarantees and commitments listed in this Article.
9. PLATFORM ACCESS
1. Direct Access
1. The use of the Platform requires the availability of suitable physical equipment and an Internet connection. The Customer acknowledges and accepts that all of the related costs, especially including fees charged by Internet Service Providers are exclusively payable by them and that the Supplier assumes no responsibility in this regard.
2. Access to the Platform is subject to the prior registration of the User, who needs to create their own personal area by completing the online registration form.
3. The User will gain access to the Platform services following confirmation of their registration by the Supplier.
2. Indirect Access
1. Indirect Access requires the tools made available to the Customer by Synapse Informatique to be integrated under the conditions set out in Appendix 3.
1. Mutual Obligations
1. Each Party undertakes to work with the other Party in good faith.
2. Each Party undertakes to promptly notify the other Party of any event of which it may become aware which may affect the performance of the Agreement.
2. Customer Obligations
1. The Customer undertakes to:
1. comply with the terms of the Agreement and, where necessary, ensure compliance with the Agreement by Users;
2. use the Platform in compliance with the applicable ethical and professional rules where this relates to a healthcare professional;
3. where applicable, settle the payment of the amounts given in Article 19 with the Supplier.
3. Obligations of Synapse Medicine
1. Synapse Medicine undertakes to provide the service in accordance with the terms of the Contract and using the best practices in the sector in strict compliance with the provisions of the Public Health Code and the code of medical ethics.
1. The Customer acknowledges that Synapse Medicine is making a support service available for prescriptions and information on the correct use of medication, and that it is in no way required to follow the recommendations provided over the Platform. Please note that where it is deemed necessary by doctors, in accordance with Article R. 4127-8 of the Public Health Code, any freedom within their prescriptions shall be that deemed most appropriate under the circumstances. The use of the Platform shall therefore in no way be intended to replace healthcare professionals or constitute the exclusive grounds to justify a medical decision such as a halt, change or suspension of treatment. Healthcare professionals shall remain personally liable for all the actions and decisions relating to their professional activity, and especially their treatment choices. In relation to a healthcare professional, the Customer shall remain personally liable for any violation of professional and ethical rules, and this latter shall make it its personal business to address any disciplinary proceedings which may be undertaken against it because of an action, behavior or attitude running contrary to professional ethics and rules. In relation to a Patient, the Customer therefore acknowledges that the use of the Platform shall in no way be used as a substitute, either fully or partially, for the personalized information, advice and monitoring provided by competent healthcare professionals responsible for the patient's care, in accordance with their professional, legal and ethical obligations.
2. No Party may be held liable to the other by virtue of this Agreement for any indirect damage suffered by the other Party (including but not limited to damage to its business, loss of income, loss of savings or benefits suffered by the other Party), regardless of the basis for the grounds for proceedings aimed at gaining reparations and regardless of whether the Parties were unaware that such damage could arise.
3. The Supplier may not be held liable for the consequences arising from the improper use of the Platform by the Customer and/or the Users or, more generally, for the failure to comply with the GCS. In the event that the liability of the Supplier is sought owing to a failure on the part of the Customer and/or the Users, the Customer undertakes to hold the Supplier harmless against any decision handed down against it, and to reimburse all costs, including legal fees incurred in its defense.
4. Insofar that such an exclusion or limitation is not prohibited by law, neither of the Parties shall exclude or limit their liability to the other Party by virtue of this Agreement for any loss caused owing to:
1. gross negligence or willful misconduct;
2. fraud, fraudulent statement or misrepresentation;
3. death or injury;
4. breach of Article 8 (Representations);
5. breach of Article 12 (Confidentiality); or
6. breach of Article 13 (Intellectual Property).
5. Without prejudice to Article 11.4, the Supplier's liability to the Customer owing to a lack of awareness of this Agreement shall be limited, for any given contractual year, to a total amount equal to 20,000 euros. This Article 11.5 does not apply where the Customer is a Patient.
1. Each of the Parties promises:
1. to maintain all information it receives from the other Party confidential, demonstrating at least the same degree of vigilance as it has with the protection of its own confidential information;
2. not to disclose the confidential information of the other Party to any third party whatsoever, with the exception of the employees or officers of the Parties for purposes relating to the performance of this Agreement.
2. Notwithstanding the above, none of the Parties shall have any obligations whatsoever with regard to information which:
1. falls or comes to fall within the public domain;
2. was known to the receiving Party before the other Party disclosed it;
3. is legitimately received from a third party not subject to a confidentiality agreement;
4. has to be disclosed by law or upon order from the courts (in which case said information should only be disclosed as far as is required and, where possible, after having warned the Party that originally supplied this information).
3. The obligations of the Parties with regard to confidential information shall remain in force for the entire duration of the Agreement and for three (3) years following expiry of the Agreement or its termination for any reason whatsoever.
As part of the performance of the Agreement, each Party undertakes (i) to comply with all the applicable legal and regulatory provisions, and especially the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (hereinafter referred to as "GDPR") and (ii) to impose the same obligations on its staff and on any third party under its control (including its affiliated companies and sub-contractors, if there are any).
Each Party agrees that the other Party, either during or at the time of the implementation of the Agreement, may collect, process, store, communicate or archive personal data (within the meaning of GDPR) regarding contacts (names, e-mail addresses and telephone numbers) but only insofar as this collection, processing, storage, communication or archiving is necessary for the performance of the Agreement.
The Parties guarantee that any personal data they may hold and communicate to one another, or to which they may have access during or at the time of the implementation of the Agreement, has been obtained and used in such a way as to ensure an appropriate level of security and confidentiality, including in relation to the prevention of any unauthorized access to this data.
Therefore, each Party undertakes to (i) introduce technical and structural measures enabling them to guarantee the protection of private data held by the relevant party against ant unauthorized access and against any breach, loss, unauthorized disclosure or unlawful destruction, and to (ii) alert the other Party if any of these cases arise, so that this latter may alert the natural persons concerned.
In its capacity as the Party responsible for the processing of personal data collected from the Customer within the meaning of GDPR, SYNAPSE MEDICINE guarantees that it fully complies with the applicable provisions for any processing of personal data produced under the Agreement, and it guarantees the natural persons relating to data processing the right to remain informed and to access personal data relating to them, the right to correct or delete their personal data, the right to limit and oppose data processing, the right not to be subject to automated data processing intended for defining their profile or assessing certain aspects of their personality, as well as the right of portability, which should be understood to relate strictly to the personal data collected directly from the natural persons concerned. In order to exercise these rights, the natural persons concerned can contact the SYNAPSE MEDICINE Data Protection Officer at the following e-mail address: email@example.com or by mail at the following postal address: 3 rue Lafayette, Synapse Medicine, 33000 Bordeaux, attaching a valid copy of their ID to their request.
Insofar as SYNAPSE MEDICINE acts as a sub-contractor on the behalf and in the name of the Customer for the processing of their personal data, the Parties undertake to comply with the provisions detailed in Appendix 1.
13. Intellectual Property
1. The Supplier remains the exclusive owner of all intellectual property rights over the Platform, all the content available on the Platform - including text, graphics, files, images, photographs, videos, logos, software, database and trademarks - along with its expertise.
2. The Agreement should not be construed in any way whatsoever as transferring intellectual property rights to the Customer relating to all or part of the platform, to the content accessible on the Platform or the expertise of the Supplier.
3. The Supplier grants the Customer a worldwide, non-transferable, non-exclusive and non-assignable user license on the Platform for the duration of this Agreement.
4. The Customer undertakes:
1. not to attempt to copy, adapt, translate, modify or decompile the Platform without the prior written consent of the Supplier;
2. not to sell, use or directly or indirectly communicate the Platform without the prior written consent of the Supplier;
3. not to use the Platform for purposes other than those detailed in the Agreement.
5. Once the Agreement comes to an end for any reason whatsoever, the Customer undertakes to no longer use the Platform and to immediately return all media belonging to the Supplier.
1. The Supplier does hereby declare and guarantee the Customer that:
1. the Platform is held by the Supplier in full ownership;
2. the Platform is not subject to any proceedings initiated by third parties, to the knowledge of the Supplier, including any counterfeiting or unfair competition proceedings. The Supplier shall hold the Customer harmless against any action aimed at prohibiting or restricting the use of the Platform, subject to notification made as quickly as possible to the Supplier by the Customer, for any claim, action or demand preceding such a claim or action.
15. SERVICE LEVELS
1. Platform availability
1. Acting under an obligation of means, the Supplier is required to guarantee Platform availability based on the rate of availability provided in the SLA.
2. The Customer acknowledges that Internet constraints do not enable the Supplier to guarantee the security, availability and integrity of data transmissions made over communications systems. The Supplier is therefore unable to guarantee the Customer that the Platform will operate without interruption, malfunction or any other error relating to the constraints of the Internet. The Supplier shall not be held liable in the even that the Platform is rendered unavailable through Internet malfunctions or any other event beyond its control.
3. The Supplier may briefly interrupt the Platform operation in order to carry out maintenance operations, updates or upgrades or develop the Platform content. The Supplier undertakes to do everything in its power to arrange for these periods of unavailability outside normal working hours and where possible, to notify the Customer in advance.
4. The Supplier may briefly interrupt the operation of the Platform at any time and without notice, especially for safety reasons.
2. Correction of faults
1. The Supplier undertakes to carry out Platform maintenance throughout the Agreement, and in particular to correct faults, in accordance with the SLA.
3. Provision of new features
1. The Supplier undertakes to provide the Customer with new features on the Platform to make it more generally accessible to all the Supplier's Customers.
4. Database update
1. The Customer is notified that the Platform, using artificial intelligence, populates its results from tens of thousands of medication directions. Algorithms are constants scouring tens of thousands of documents to ensure reliable, up to date information.
2. Synapse Medicine undertakes to implement the necessary resources to guarantee that information regarding medication is kept up to date, in accordance with good practices and scientific data. However, the Customer is notified that Synapse Medicine cannot guarantee that there are no omissions or that there is no erroneous information on the Platform due to the complexity and the volume of information that needs to be processed.
1. A breakdown of the security measures taken by the Supplier within the Platform is formalized in Appendix 4.
2. The Customer shall be solely responsible for the usage conditions of the Platform, especially the security of usernames and passwords that enable Users to access the Platform.
3. The Customer undertakes:
1. to make every effort to prevent any unauthorized access to the Platform and, in the event that they learn of any such access or usage, the Customer undertakes to notify the Supplier as quickly as possible;
2. not to make the Platform accessible to any third party whatsoever without prior authorization from the Supplier;
3. not to use the Platform without being aware of third party rights for any reason;
4. not to create a false identity or attempt in any other way to deceive a third party based on identity or the source or origin of any communications;
5. not to interfere, disrupt or attempt to access any system, server, network or IT account without seeking authorization if it either does not already hold such authorization or it does not hold a sufficient level of authorization;
6. not to distribute or transmit any computer virus or malicious program.
4. The Customer shall hold the Supplier harmless in the event that the Supplier's becomes liable owing to its breach of the obligations set out in this Article.
17. CUSTOMER SERVICES
1. Users can contact customer services by telephone on +33 (0)5 56 35 50 87, using the "help" tab shown on the Platform or by e-mail to firstname.lastname@example.org, stating their name, telephone number, the purpose of their request and the relevant order number.
18. Protection - Data Privacy
1. As part of the performance of the Agreement, each Party undertakes (i) to comply with all the applicable legal and regulatory provisions, and especially the Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (hereinafter referred to as "GDPR") and (ii) to impose the same obligations on its staff and on any third party under its control (including its affiliated companies and sub-contractors, if there are any).
2. Each Party agrees that the other Party, either during or at the time of the implementation of the Agreement, may collect, process, store, communicate or archive personal data (within the meaning of GDPR) regarding contacts (names, e-mail addresses and telephone numbers) but only insofar as this collection, processing, storage, communication or archiving is necessary for the performance of the Agreement.
3. The Parties guarantee that any personal data they may hold and communicate to one another, or to which they may have access during or at the time of the implementation of the Agreement, has been obtained and used in such a way as to ensure an appropriate level of security and confidentiality, including in relation to the prevention of any unauthorized access to this data.
4. Therefore, each Party undertakes to (i) introduce technical and structural measures enabling them to guarantee the protection of private data held by the relevant party against ant unauthorized access and against any breach, loss, unauthorized disclosure or unlawful destruction, and to (ii) alert the other Party if any of these cases arise, so that this latter may alert the natural persons concerned.
5. In its capacity as the Party responsible for the processing of personal data collected from the Customer within the meaning of GDPR, SYNAPSE MEDICINE guarantees that it fully complies with the applicable provisions for any processing of personal data produced under the Agreement, and it guarantees the natural persons relating to data processing the right to remain informed and to access personal data relating to them, the right to correct or delete their personal data, the right to limit and oppose data processing, the right not to be subject to automated data processing intended for defining their profile or assessing certain aspects of their personality, as well as the right of portability, which should be understood to relate strictly to the personal data collected directly from the natural persons concerned. In order to exercise these rights, the natural persons concerned can contact the SYNAPSE MEDICINE Data Protection Officer at the following e-mail address: email@example.com or by mail at the following postal address: 3 rue Lafayette, Synapse Medicine, 33000 Bordeaux, attaching a valid copy of their ID to their request.
6. Insofar as SYNAPSE MEDICINE acts as a sub-contractor on the behalf and in the name of the Customer for the processing of their personal data, the Parties undertake to comply with the provisions detailed in Appendix 1.
19. Financial conditions
1. Synapse Medicine offers a range of different plans for using the Platform:
1. Basic product: the User can freely analyze prescriptions, learn about any adverse effects, access instant information on medication and save prescriptions - within a maximum five rescriptions.
2. Premium product: the User can analyze prescriptions, learn about any adverse effects and access instant information on medication. They also have access to premium features such as saving unlimited profiles, saving unlimited prescriptions and analyzing self-medication.
2. When the Platform is used as a paid service, the usage prices are as follows:
1. in the case of Direct Access during the online contracting process and within Appendix 5;
2. in the case or Indirect Access within Appendix n°5.
3. In the case of Direct Access, Synapse Medicine can unilaterally change the price corresponding to Platform use. In this case, the Supplier undertakes to notify the Customer within a reasonable space of time, to give this latter the opportunity, if applicable, to terminate the Agreement in accordance with Article 6.1 of the Agreement.
4. If the Customer is a Patient, all the amounts displayed online and given in the Agreement are shown inclusive of tax.
5. If the Customer is not a Patient, all the amounts given in the Agreement are shown excluding tax. In this case, the Customer should pay any taxes owed, including value added tax (VAT), withholding tax, customs duties and other governmental taxes or duty that is required.
1. If the Customer is a Patient, they are notified that the confirmation of their order implies an obligation to pay the stated price. Invoices are payable by bank check or bank transfer, upon receipt of the invoice every month. They may also opt for an automatic monthly debit, which will be taken from the date of registration.
2. If the Customer is not a Patient, in the event of late payment, the Supplier may invoice late payment interest equal to three times the legal interest rate, starting from the date on which the Customer failed to pay the invoice by the deadline. The Customer will also repay the Supplier for any costs associated with the collection of amounts due, in accordance with Article D441-5 of the Code of Commerce.
1. The Supplier undertakes to take out and maintain an insurance policy with a reputable insurance company based in France for the duration of the Agreement, covering the financial consequences of their professional, tortious and/or contractual civil liability for bodily injury, tangible and intangible damage caused to the other Party and to any third party in the course of the performance of this Agreement.
2. In the event of Indirect Access, the Customer undertakes to take out and maintain an insurance policy with the same conditions as those listed in Article 20.1.1
1. This Agreement may not be subject to a total or partial transfer – be it freely or for money – by either Party, unless previously agreed by the Parties in writing.
2. By way of exception to Article 20.2.1, Synapse Medicine may transfer all or part of the Agreement to a Subsidiary, on condition that the Customer is notified of this in a reasonable time frame.
1. The Supplier is authorized to sub-contract all or part of its services under the Agreement without requiring prior consent from the Customer. In the event that it does use sub-contractors, the Supplier undertakes to notify the Customer in advance and to give them the names of the sub-contractors.
2. In the event that sub-contractors are used, the Supplier shall remain fully liable for the performance of its obligations under this Agreement.
1. Notwithstanding Article 12, the Supplier is authorized to use the name and logo of the Customer as a marketing reference, especially on its website.
2. Any other advertising or communication of any kind whatsoever shall be subject to the prior written consent of both Parties.
3. This Article 20.4 does not apply where the Customer is a Patient.
5. Major Force
1. In the event of force majeure, the liability of both parties will be thrown out in the event that this Agreement cannot be carried out.
2. Unless otherwise agreed by the Parties, if a case of force majeure persists for more than three (3) months, this Agreement will automatically come to an end.
3. The Parties hereby agree that cases of force majeure will be considered to be those usually understood by the jurisprudence of the French Courts.
1. This Agreement constitutes the entirety of the agreements between the Parties, be they written or oral, in relation to its purpose, and they shall replace any statements, guarantees, promises, proposals and or agreements previously made between the Parties.
1. The Parties acknowledge that they are each acting on their own behalf independently of one another.
2. This Contract does not constitute either an association, a franchise or a mandate given to one Party by the other.
3. Neither of the Parties can make any commitments in the name and on behalf of the other Party.
4. Each Party shall remain solely responsible for its actions, claims, commitments, services, products and personnel.
1. If one clause of the Agreement is or becomes inapplicable for any reason whatsoever, the Parties agree that this will not affect the other clauses in the Agreement, which shall remain in force. In this case, the Parties will attempt to immediately replace this clause with another clause applicable in such a way that it corresponds as closely as possible to the legal and economic content of the Agreement.
9. Continuation post-Agreement
1. Clauses deemed to continue following the end of this Agreement, whatever the reason for the end of the Agreement, shall continue to apply up to the end of their specific purpose. This shall be the case for Article 11 (Liability), Article 12 (Confidentiality) and Article 13 (Intellectual property).
1. The fact that either Party fails to take advantage or delays taking advantage of a clause in the Agreement shall not be construed as being an amendment to the Agreement or a waiver of said clause in the future.
1. Any notifications that should be made during this Agreement shall be deemed to have been performed if they are made by registered mail with return receipt, sent to the addresses corresponding to their headquarters or to their personal address.
1. In the event of any problem arising from a contradiction between any of the titles appearing at the top of the clauses and any of the other clauses, they shall be declared not to exist.
1. In the event of Direct Access, Synapse Medicine reserves the right to amend this Agreement at any time. In this case, the Supplier undertakes to notify the Customer within a reasonable space of time, to give this latter the opportunity, if applicable, to terminate the Agreement in accordance with Article 6.1 of the Agreement.
2. In the event of Indirect Access, any amendment to this Agreement shall be subject to a written rider signed by both Parties.
1. In the event of a dispute, the Parties shall attempt to settle prior to entering into any legal proceedings.
2. To this end, the requesting Party shall notify the elements of the dispute to the other Party by registered mail with return receipt, detailing the reasons for this dispute.
3. An arbitration phase of thirty (30) calendar days shall commence upon receipt of this letter, during which the Parties shall make every effort to resolve the dispute amicably.
4. At the end of this period, if the Parties are unable to settle, each of the Parties may put the case before the competent court.
5. This Article 20.14 does not apply where the Customer is a Patient.
1. If the Customer is a Patient and in the event of a dispute relating to this Agreement, this latter has the right, in accordance with Articles L611-1 ff. of the Consumer Code, to enter into mediation proceedings and to consult the following mediator: Medicys, 73 boulevard de Clichy, 75009 Paris Tel.: 01 49 70 15 93.
16. Applicable law
1. The present Agreement is governed by French law.
2. The same is true for the fund rules and the form rules and this notwithstanding the place of performance of the substantive and accessory obligations.
17. Jurisdictional competence
1. Any dispute which may arise relating to this Agreement shall be subject to the exclusive competence of the Bordeaux Commercial Court, notwithstanding multiple defendants or the introduction of third parties, even in emergency proceedings or for conservatory procedures or in summary proceedings. This Article 20.17 does not apply where the Customer is a Patient.
In two (2) original copies, including one (1) copy for each Party.
For the Company [•]: On:
In their capacity as:
For the Company: Synapse Medicine On:
Represented by Dr. Clément Goehrs
In his capacity as CEO
APPENDIX 1: SERVICE LEVEL AGREEMENT (SLA)
Synapse Medicine Type of service:
* The type of service to be provided:
* Availability and proper operation of Synapse component
* Response to Customer queries by APIs
The Customer benefits from all data and corrective updates brought to the service.
Any new features will be subject to new versions of the service to be supplied to the Customer.
* Performance levels of the services sought:
* The monthly guaranteed availability rate for component and APIs stands at 96% (meaning less than 29 hours of non-availability out of a rolling period of 30 days)
Steps to follow to flag up service issues:
In the event of a problem or an interruption to the service:
* Contact can be made by e-mail 24/7 at: firstname.lastname@example.org
* The support team will respond to you within 24 hours via e-mail, or by telephone if you wish.
The Supplier undertakes to correct errors affecting the Platform (hereinafter referred to as: "Errors"). Errors are labeled as such by the Supplier's support team based on the following definitions:
* "Fatal error": error making it impossible to use an essential service function normally without any workaround being found,
* "Major error": fatal error that is the subject of a workaround solution,
* "Minor error": error which is neither a fatal error nor a major error.
Upon receipt of a request, the support team shall take every necessary measure to correct the issue in accordance with the service levels below:
* Fatal or major error: resolution within 48 working hours
* Minor error: resolution as quickly as possible
APPENDIX 2: TEMPLATE WITHDRAWAL FORM
(This form is exclusively intended for Patients who wish to withdraw from the Agreement)
For the attention of Synapse Medicine 17 place des Martyrs de la Résistance 33000 Bordeaux and whose fax number is [•] and whose e-mail address is [•]
I/we (*) do hereby notify you (*) by this message that I/we (*) would like to withdraw from the Agreement relating to the provision of the services below:
Order no. (*)/received (*):
Signature of the consumer(s) (exclusively in the event of the notification of this form in paper format):
(*) delete as appropriate.
APPENDIX 3: SPECIAL CONDITIONS APPLICABLE TO INDIRECT ACCESS
For the purposes of this Appendix, the terms given below shall take the following meanings:
* "API" means an application programming interface granting access to the Platform;
* "Authorized Website(s)" means any website, whether or not it belongs to a third party, and whose business is exclusively devoted to the medical world;
* "Component" means a graphical user interface that can reproduce all or part of the Platform within the Customer interface.
Any other term used starting with a capital letter in this Appendix shall have the meaning set out in the GCS.
The purpose of this Appendix is to determine the conditions in which the Customer is authorized to integrate the Platform features on Authorized Websites through the provision of components and APIs by Synapse Medicine.
3. Integration of components and APIs:
Synapse Medicine undertakes to provide the Customer with components and APIs within a period of three (3) days from the entry into force of the Agreement with a view to their integration in the Authorized Websites.
The inclusion of components and APIs on the Authorized Website is carried out by the Customer.
The Customer guarantees Synapse Medicine that it has the full capabilities required to open access to components and APIs on the Authorized Websites.
Pursuant to the integration of components and APIs on the Authorized Websites, Synapse Medicine undertakes to copy them onto its servers for the purpose of backing them up and making them available on the Authorized Websites.
4. Acceptance of components and APIs:
Following the integration of the components and APIs, the Customer shall have a period of five (5) working days to check that they work properly. In the absence of any reservations expressed by the Customer during this period, the Customer shall be deemed to have accepted the components and APIs.
If the Customer identifies any malfunctions regarding the components and APIs during the aforementioned period, they can address their reservations in writing to the Supplier with enough detail to enable this latter to correct them.
The Supplier undertakes to resolve these malfunctions as quickly as possible and within a period of five (5) working days at the latest. Once the malfunctions have been corrected, the Supplier shall notify the Customer, who will have a further period of five (5) working days to check that they are working properly.
5. Security of components and APIs:
Synapse Medicine shall take every necessary measure to maintain the integrity of components and APIs.
Where applicable, Synapse Medicine shall carry out back-up operations and/or copies to prevent any loss of data.
Synapse Medicine undertakes to introduce technical protective measures on components and APIs to prevent any unauthorized use.
6. Ownership of components and APIs:
All the components and APIs along with the metadata and associated digital data remain the exclusive property of Synapse Medicine.
7. Data relating to components and APIs:
Synapse Medicine is authorized by the Customer to exploit and use data enabling it to obtain anonymized metrics relating to the use of the components and APIs.
8. Obligations of the Customer:
The Customer undertakes to:
* designate a specific contact person from among its staff who has all the skills required to manage software configurations;
* promptly transmit all the information requested by Synapse Medicine.
* comply with the gray label conditions imposed by Synapse Medicine, and in particular to send an overview to Synapse Medicine prior to any publication.
9. Obligations of Synapse Medicine:
Synapse Medicine undertakes to:
* allocate the performance of the Agreement to duly trained and competent personnel;
* request the Customer for any information necessary for the proper performance of the Agreement;
* formulate all the necessary recommendations for the proper performance of the Agreement.
10. Intellectual Property:
Synapse Medicine grants a non-exclusive and non-transferable license to the Customer for the duration of the Agreement, for the components and APIs supplied as part of the Agreement, anywhere in the world.
This license includes:
* the right to use, represent and reproduce the components and APIs in order to market them as a gray label service among third parties;
* the right to grant sub-licenses for components and APIs in order to market them as a gray label service among third parties;
* the right to represent and reproduce Synapse Medicine logos which will eventually be integrated in the components or APIs, in order to market them as gray label products with third parties. These logos appear in article 11 of this Appendix.
Any other use of Synapse Medicine names, logos or brands by the Customer shall be subject to prior authorization from Synapse Medicine.
12. Service Level Agreement:
The Supplier undertakes to provide the service levels set out in Appendix 1.
13. Marketing of components
Where applicable, the Customer is authorized to market a component as a gray label service among third parties for the duration of this Agreement, throughout the world.
The Customer shall be responsible for highlighting Synapse Medicine on the Authorized Websites. The Customer should obtain prior authorization from Synapse Medicine for any use of visual or descriptive elements, including Synapse Medicine content on the Authorized Websites.
14. Financial conditions:
The financial conditions are listed in Appendix 5.
In the event of the termination of the Agreement in accordance with Article 6 of the GCS, the Customer undertakes not to sign any sub-licensing agreement relating to the components and APIs with any new customers for the entire duration of the notice period, and Synapse Medicine undertakes to maintain Platform access for existing customers of the Customer, under the conditions set out in the Agreement until the end of the notice period.
APPENDIX 4: SECURITY
Security measures relating to exploitation
Solution hosting Cloud hosting with Microsoft Azure with Healthcare Data Hosting Certification
Anti-malware Maintenance of a list of audited software dependencies
Website security TLS protocol and state of the art encryption
Secure user identification
Databases kept separate from the web app
Backups Hourly, daily, monthly backups with suitable holding periods
Maintenance Maintenance of the different infrastructure components on stable versions
Monitoring Monitoring, logging and alerting systems
Structural security measures
Risk management Privacy Impact Assessment
Project management Data-mapping
Inclusion of risks relating to data collection
Incident and data breach management Internal processing procedure: flagging, correction, external communication
Relationships with third parties Monitoring sub-contractor agreements
APPENDIX 5: FINANCIAL CONDITIONS
1. Direct Access:
There is a free version (basic product) and a premium version for healthcare professionals and the general public.
The premium plan intended for doctors is 19 euros excl. tax per month.
The premium plan intended for pharmacists is 59 euros excl. tax per month.
The premium plan intended for the general public is 5.90 euros excl. tax per month.
2. Indirect Access: