Terms of Service for Healthcare Professionals

EN - DE - ES - FR - NL

Purpose of this Document

This document establishes the contractual framework for the provision of services by Procaryote to its healthcare professional clients. “Procaryote” refers to SRL Procaryote established at Boulevard du Souverain 78, 1170 Brussels, Belgium, with company number BE0834.008.968.

Procaryote

Procaryote provides applications to facilitate the activities of caregivers, their relationships with patients, and the e-health needs of citizens. These applications offer various functionalities described on the websites of Procaryote or each application.

The Client, You

In this document, the client, referred to as “you,” is a healthcare professional or a legal entity bringing together one or more healthcare professionals using Procaryote’s services and applications.

Your Account

To access Procaryote’s services and applications, you must register on Procaryote’s website or application using an email address and password. Access to your account is thus secured by your identifier and password, which you are required to keep confidential and not share with anyone. You are responsible for the use of your account: any consultation of your account, any use of the services, and any data transfer from your account are considered to have been carried out by you. In case of loss or theft of your password or if you suspect illegal activity on your account, you must immediately contact Procaryote at support@procaryote.com and try to reset/change your password.

To identify yourself as a healthcare professional, you must complete your caregiver profile by providing your national caregiver registration number and a copy of your caregiver card. Once your caregiver identity is confirmed and your caregiver profile activated, other users of our applications and services will be able to find you as a caregiver on Procaryote’s applications.

As a healthcare professional, you commit to providing Procaryote with correct and complete information, in accordance with the law, your ethical obligations, and any other professional regulations applicable to you. In particular, you cannot:

• create a false identity or impersonate another person;

• falsely claim the right to practice a profession or specialty, risking misleading others;

• transmit information about another person or entity if you do not have all necessary consents or authorizations.

Procaryote’s support service may occasionally temporarily connect to your account to maintain Procaryote’s services, especially to assist you in case of technical problems.

Contract Duration

The contract is concluded for an indefinite period. You can terminate it at any time by requesting Procaryote to deactivate your account.

Procaryote can terminate the contract immediately in the following cases:

• In case of suspension;

• For a serious breach on your part that cannot be remedied or is not corrected within 30 days following the notification;

• If a party is subject to bankruptcy proceedings, enters into agreements with its creditors, assigns its assets to an administrator, ceases its activities, or admits its inability to pay its debts.

Upon termination of the contract, you must stop using the services and pay all amounts due to Procaryote. The obligations and rights acquired by the parties up to the termination date remain valid.

Upon written request, Procaryote undertakes to provide you with all data concerning you, including patient contact details and other information, in a standard format (e.g., CSV).

30 days after termination, Procaryote deletes or anonymizes all your data unless a legal reason requires its retention.

Procaryote reminds you that the retention of patient data is your legal and/or ethical responsibility. Procaryote does not offer archiving services.

Service Suspension

Procaryote can immediately suspend your access to the services for the following reasons:

• Force majeure, patent violation, imminent risk concerning data protection or security;

• Loss of your licensed healthcare professional status;

• Fraud or illegal activity;

• Abnormal or inappropriate activity related to your account;

• Ethical issues;

• Any action that, according to Procaryote, affects your ability to fulfill your obligations or harms the integrity, reputation, or image of Procaryote;

• Serious breach on your part.

Procaryote can reactivate your access once the cause of the suspension is resolved or terminate the contract for a valid reason.

In case of non-compliance with the rules, Procaryote can immediately suspend or terminate your account without notice or compensation and prohibit you from accessing the services temporarily or permanently.

Procaryote can suspend services for maintenance or technical reasons, trying to do so during periods of low activity. Procaryote cannot guarantee the total absence of interruptions or the inaccessibility of the site due to technical problems.

Service and Application Fees

Procaryote offers free and paid applications, as well as paid features. The rates are available on the Procaryote pricing page and on the Apple Store and Google Play Store pages.

Procaryote can change its rates, features, and services, and announces these changes on the pricing page with the effective date. Price increases will never be retroactive.

Procaryote’s Responsibility

Procaryote is committed to providing its services professionally.

Procaryote acts as an intermediary and technical service provider, with an obligation of means. The services are provided without any warranty of merchantability or fitness for a particular purpose, nor any other explicit or implicit warranty. To the extent permitted by law, Procaryote excludes any warranty related to the services.

Procaryote is not responsible for indirect damages, losses, costs, or expenses of any kind that you may incur, such as economic losses, revenue losses, profits, business opportunities, reputation, goodwill, or any business disruption. Procaryote also excludes any liability in case of a dispute between you and a patient not directly attributable to Procaryote.

Your Responsibilities

You are responsible for your use of the services and that of your authorized users, as well as the information you publish or record.

You must:

• Comply with the terms of the contract, applicable laws, ethical obligations, professional regulations, and Procaryote’s instructions;

• Not use the services illegally, misleadingly, or in a way that may harm Procaryote or third parties;

You must protect and indemnify Procaryote (including its employees and representatives) against any legal action related to your use of the services, including:

• Any breach of the contract by you or your representatives;

• Any negligent, deliberate, or illegal action or omission by you or your representatives;

• Any death or injury caused by the use of the services, including to your employees or contractors.

Obligations for Data Published on Procaryote Applications

You commit to:

• Write and maintain correct, complete, and up-to-date information, in accordance with the law, your ethical obligations, and any applicable professional regulations;

• Use the different fields according to Procaryote’s instructions;

• Obtain all necessary consents before publishing information or images of other people or entities;

• Ensure that all published information is accurate, current, and complete.

Confidentiality of Exchanged Information

Confidential information includes all information exchanged under the contract, marked as confidential or naturally considered as such. Information is not considered confidential if: (a) publicly available; (b) known before disclosure; (c) independently created without access to confidential information; (d) legally acquired from another source.

Each party must keep the other party’s confidential information strictly confidential during the contract term and for five years afterward. Confidential information must be used only to execute the contract and disclosed only to employees bound by similar confidentiality obligations and needing this information for the contract.

Disclosing confidential information under a law, court order, or regulatory authority is not a breach, provided that the discloser informs the other party as soon as possible (unless legally prohibited), limits the scope of the disclosure, and continues to treat the information as confidential.

Upon termination of the contract, each party must return or destroy the other party’s confidential information unless the information is retained in archived backups or for legal reasons. In this case, the recipient remains bound by the confidentiality obligations of this clause.

Personal Data Protection

When using Procaryote’s services, you may collect, record, disclose, or process personal data, including those of your patients. You are responsible for this processing, and Procaryote assists you as a processor, in accordance with Procaryote’s data processing agreement.

Procaryote also processes your personal data and those of others for its own needs. The conditions of this processing are detailed in Procaryote’s Data Protection Policy.

The Data Processing Agreement and the Data Protection Policy are an integral part of your contract with Procaryote.

Protection and Responsibility for Patient Data

You acknowledge that patient data is protected by law (Article 458 of the Penal Code) and that any person entrusted with professional secrets must not disclose them. You also have ethical obligations regarding the processing and protection of this data.

You are responsible for the relationship with your patients and their data.

Specifically, you must:

• Use Procaryote’s services in compliance with your legal and ethical obligations;

• Protect your devices and Internet connection from unauthorized access by adopting appropriate security measures: physical security, strong passwords, multifactor authentication, protection against malware (viruses, spyware, ransomware), and firewalls;

• Log out of the services after each session, especially if using a public or shared computer;

• Avoid communicating patient data to Procaryote unless strictly necessary for the execution of the services or support, and do so securely (as agreed with Procaryote).

Intellectual Property

Each party retains its pre-existing intellectual property rights or those developed independently of the contract (Base Intellectual Property).

You grant Procaryote a non-exclusive, free license to use your Base Intellectual Property to provide the services.

Procaryote may use and integrate into its products any ideas, feedback, or know-how you provide without compensation and without violating your intellectual property rights.

Integrations with Non-Procaryote Applications

If you request Procaryote to use, install, customize, or integrate third-party software or media (Non-Procaryote Products) as part of our services, you certify that Procaryote has the right to do so and release Procaryote from any claims regarding this.

Your use of any Non-Procaryote Product is governed by a separate agreement with the provider of that product. By activating or using these products with our services, you authorize the providers of the Non-Procaryote Products to access your data to ensure interoperability between the product and our services. The use of your data by these providers is governed by their contractual terms.

Procaryote disclaims any liability for any loss you may suffer as a result of integrating with an application created, edited, or published by Procaryote.

Indemnification

The liability of each party related to this contract or the use of Procaryote’s services is limited to 10,000 EUR. This limitation does not apply in case of fraud, gross negligence, or willful misconduct.

Each party must take all reasonable measures to limit damages.

Applicable Law

Any dispute or action related to this contract, a Procaryote application, or any information contained therein is governed by Belgian law. If a dispute arises between you and Procaryote and cannot be resolved amicably, the courts of Brussels have exclusive jurisdiction, and Belgian law applies.

Communications

You acknowledge that sending emails to the primary contact address listed in your account is a valid means of communicating with you regarding this contract.

General Provisions of the Contract

This contract includes these terms of service, the data processing agreement, and Procaryote’s Data Protection Policy. It constitutes the entire agreement between the parties, superseding all prior communications and agreements.

Procaryote is not bound by your general terms or other documents unless signed by both parties and referring to this contract, specifying which prevails in case of inconsistency.

If any provision of the contract is or becomes void, the other provisions remain valid. The invalid provision will be replaced in good faith by a provision with a similar economic effect.

You cannot assign your rights and obligations without Procaryote’s written consent. Procaryote may subcontract certain obligations but remains responsible for their performance, as well as the actions or omissions of its subcontractors.

Changes to this Document

This document is the latest version according to the version list below. We regularly review this document to ensure it is up to date and may modify it over time to reflect changes in our services and data processing activities. If we do so, we will post an update on this web page. Please check this document for any changes, as any revised version will apply upon publication by Procaryote.

Summary of Changes

V1.0 - April 10, 2021: First version.

Contact

For more information, questions, or comments regarding this document, please contact Procaryote’s support service via support@procaryote.com.