General Terms and Conditions (GTC)
Status: July 2025
1. Scope of Application and Definitions
1.1 These General Terms and Conditions (GTC) apply to all contracts between MOYAFLOW UG (haftungsbeschränkt), hereinafter referred to as “MOYAFLOW”, and its customers who are hospitals or other healthcare institutions, unless expressly agreed otherwise. They apply exclusively to entrepreneurs within the meaning of § 14 BGB (German Civil Code).
1.2 Conflicting or deviating terms and conditions of the customer shall only apply if MOYAFLOW has expressly agreed to them in writing.
1.3 “Software” refers to the cloud-based platform MOYAFLOW Stream. “Hardware” includes electronic shelf labels, gateways, and other technical accessories supplied. “Services” refer in particular to installation, training, support, consulting, and maintenance.
1.4 The supplementary contractual documents such as the Data Processing Agreement (DPA), the Technical and Organizational Measures (TOMs), the Service Level Agreement (SLA), the Reference Agreement, as well as separate payment terms form an integral part of this agreement, provided they have been individually agreed upon.
2. Subject Matter of the Contract, Provision, and Acceptance
2.1 MOYAFLOW provides deliveries of hardware, software licenses, and services in accordance with the written order confirmation.
2.2 The customer shall provide the infrastructure required for the operation and use of the software (e.g., Wi-Fi, IT systems, trained personnel).
2.3 After setting up the platform, MOYAFLOW and the customer will perform a joint functional test. This will be documented in an acceptance protocol. The customer may declare acceptance subject to reservations if minor defects are present, and document these in the acceptance protocol. MOYAFLOW undertakes to remedy these defects in a timely manner. In the event of material defects, the customer may refuse acceptance, provided that they justify the defects in writing and in concrete detail. In this case, a new acceptance date will be agreed upon after the defects have been remedied.
2.4 The customer undertakes to declare acceptance without delay, provided that the agreed services have been substantially rendered.
2.5 If no explicit acceptance takes place, but the customer uses the platform productively or over a reasonable period of time, the service shall be deemed accepted.
3. Pilot Phases
3.1 Pilot projects have a fixed term of three months and can be extended by mutual agreement.
3.2 They can be carried out either for a fee or free of charge. The respective current payment terms of MOYAFLOW shall apply additionally. A refund, including for one-off expenses (e.g., installation, hardware provision), is excluded.
3.3 Equipment provided on a loan basis remains the property of MOYAFLOW and must be returned in perfect condition within 14 days after the end of the pilot phase. The customer is liable for loss or damage.
3.4 The customer undertakes to provide regular feedback on usage, functionality, and potential for improvement during scheduled coordination meetings.
4. Prices and Terms of Payment
4.1 All prices are net prices plus the statutory value-added tax. Additional services such as training, individualization, shipping, etc., will be invoiced separately.
4.2 Invoices are payable within 14 days without deduction. In the event of default in payment, the statutory default interest pursuant to § 288 BGB shall apply.
4.3 In the event of default in payment, MOYAFLOW is entitled to block access to the platform after a reminder with a reasonable deadline has been issued.
4.4 MOYAFLOW may adjust prices for long-term contracts if operating or licensing costs change significantly. The customer will be informed at least 3 months in advance. In the event of rejection, both parties have a special right of termination.
4.5 In the event of usage exceeding the units agreed in the contract, the customer will be informed. A significant excess is defined as permanently exceeding 120% of the booked usage units. MOYAFLOW will offer a contract upgrade. If rejected, an additional fee may be charged in accordance with the current price list.
5. Delivery and Transfer of Risk
5.1 Delivery periods are non-binding unless expressly agreed otherwise in writing.
5.2 The risk passes to the customer upon handover to the transport company.
5.3 Partial deliveries are permissible.
5.4 Installation and training are performed remotely or on-site on a time-and-materials basis.
6. Rights of Use
6.1 The customer receives a simple, non-transferable license to use the software during the term of the contract.
6.2 Unless otherwise agreed, licensing is user-based (Named User) and is limited to the usage units specified in the contract, such as the number of users, transactions, modules, or API calls. User accounts are personal and may not be shared.
6.3 Any transfer to third parties or use for purposes other than those contractually agreed is prohibited.
6.4 The software may contain third-party components that are operated under their own license conditions. An overview will be provided upon request.
7. Support, SLA, and Availability
7.1 Support hours are Monday to Friday, 08:00–17:00 CET (excluding public holidays at the registered office of MOYAFLOW).
7.2 Details regarding system availability, scheduled maintenance windows, exceptions due to force majeure, as well as response times and escalation processes are regulated in the currently valid Service Level Agreement (SLA), which forms an integral part of this contract.
7.3 The SLA is part of the contract. The service levels do not establish independent claims for damages. Liability is governed by Section 9 of these GTC.
8. Data Protection, Confidentiality, and Subcontractors
8.1 The processing of personal data by MOYAFLOW takes place exclusively on the basis of the Data Processing Agreement (DPA) pursuant to Art. 28 GDPR and in compliance with the technical and organizational measures (TOMs) agreed therein. Further data protection regulations result exclusively from the DPA.
8.2 The Data Processing Agreement (DPA) and the Technical and Organizational Measures (TOMs) are deemed agreed upon conclusion of the contract and will be made available to the customer in their current version upon request, unless they were already provided when the contract was concluded.
8.3 MOYAFLOW is entitled to use subcontractors, provided they are compliant with the GDPR and contractually bound to confidentiality.
8.4 Both parties undertake to maintain confidentiality regarding all information obtained within the scope of the cooperation. MOYAFLOW ensures that all persons authorized to process personal data (e.g., employees or subcontractors) are bound to confidentiality in writing. This obligation continues to apply after the end of the cooperation. Furthermore, MOYAFLOW undertakes to regularly train the relevant persons on data protection-related topics.
8.5 In the event of a culpable breach of the confidentiality obligation, the breaching party is obliged to compensate for the damage incurred. MOYAFLOW may assert an appropriate contractual penalty in the event of a serious violation.
9. Liability
9.1 MOYAFLOW has unlimited liability in cases of intent, gross negligence, and for injury to life, body, or health.
9.2 In cases of simple negligence, liability is limited to typical, foreseeable damage and capped at a maximum of the annual contract remuneration.
9.3 MOYAFLOW is only liable for data loss if the damage would not have been avoidable even with proper data backup by the customer.
9.4 Liability under the Product Liability Act remains unaffected.
10. Contract Duration and Termination
10.1 Software licenses have a minimum term of 36 months. They are extended by 3 months each time unless they are terminated with a notice period of 3 months.
10.2 Ordinary termination is possible after the expiration of the minimum term with a notice period of 3 months.
10.3 In the event of a serious breach of contract, extraordinary termination without notice is possible.
10.4 After the end of the contract, all personal data will be deleted or, upon request, made available within 30 days in a standard, machine-readable format, provided that no statutory retention obligations conflict with this.
11. Right of Amendment and Written Form
11.1 MOYAFLOW may amend these GTC if there is a legitimate interest. The customer will be informed in writing at least 4 weeks in advance. If the customer does not object, this shall be deemed as consent. In the event of an objection, both parties have a special right of termination.
11.2 Ancillary agreements must be made in writing.
12. Obligations of the Customer
12.1 The customer is obliged to keep their access data safe and to prevent unauthorized third parties from accessing the platform. Where technically available, two-factor authentication must be activated.
12.2 The customer ensures that the technical prerequisites necessary for using the platform are met (e.g., network access, suitable end devices, compatible browsers).
12.3 The customer undertakes to use the platform exclusively within the contractually agreed scope and not to distribute illegal content or use the platform abusively.
12.4 In the event of a support or error case, the customer shall cooperate by providing MOYAFLOW with information such as logs, screenshots, or precise error descriptions upon request.
13. Reference Naming
13.1 MOYAFLOW may only publicly name the customer as a reference (e.g., on the website, in presentations, or to interested parties) if the customer has previously consented to this in writing or text form (e.g., by email).
14. Performance Changes and Updates
14.1 MOYAFLOW regularly develops the platform further. Security-relevant updates or patches can be installed automatically and without prior notice if required.
14.2 The customer will be informed in good time about significant changes to the platform that significantly affect the contractually agreed use.
14.3 If a change leads to a non-negligible restriction of essential functions, the customer has a special right of termination.
15. Indemnification
15.1 The customer indemnifies MOYAFLOW against all claims by third parties arising from an unlawful use of the platform by the customer or its authorized users. This also includes the costs of a reasonable legal defense.
16. Assignment of Contract
16.1 MOYAFLOW is entitled to transfer rights and obligations from this contract to an affiliated company within the meaning of § 15 AktG (German Stock Corporation Act), provided this is reasonable for the customer. The customer will be informed at least four weeks in advance.
16.2 A transfer of rights or obligations of the customer is only permitted with the prior written consent of MOYAFLOW.
17. Place of Jurisdiction and Final Provisions
17.1 German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 The place of jurisdiction is the registered office of MOYAFLOW, provided the customer is a merchant within the meaning of the HGB (German Commercial Code).
17.3 Should individual regulations be ineffective, the effectiveness of the remaining regulations remains unaffected.