Terms and Conditions

General Terms and Conditions of Lindera GmbH for Contracts with Businesses

1. Scope of Application

1.1 These General Terms and Conditions (hereinafter "Terms") apply to contracts of LINDERA GmbH with natural or legal persons, or a legal partnership, who act in the exercise of their commercial or independent professional activity when concluding a legal transaction with LINDERA GmbH (hereinafter "Customer"). The Terms also apply to all future offers and services of LINDERA GmbH to the Customer, without requiring a separate agreement.

1.2 Insofar as LINDERA GmbH has not expressly agreed to deviating, supplementary or conflicting General Terms and Conditions of the Customer, these Terms apply exclusively.

1.3 The legal relationships between LINDERA GmbH and the Customer are determined by their respective written contract. The respective written contract contains all agreements between the Customer and LINDERA GmbH concerning the respective subject matter of the contract. Oral commitments by Lindera GmbH and agreements between the Customer and LINDERA GmbH before conclusion of the respective written contract are legally non-binding and are replaced by the respective written contract.

1.4 Individual agreements between the Customer and LINDERA GmbH always take precedence over these Terms, even if this principle is not separately mentioned in every provision of these Terms.

2. Offers and Conclusion of Contract

2.1 Offers by LINDERA GmbH are binding for a period of two weeks from signing of the offer by LINDERA GmbH. If the Customer does not accept the offer within this period, the signing of the offer by the Customer constitutes an offer to LINDERA GmbH, whose acceptance LINDERA GmbH decides at its own discretion. LINDERA GmbH may accept orders and/or other offers from the Customer within two weeks of receipt.

2.2 The above provision of section 2.1 does not apply if offers are marked as "subject to change" or "non-binding". In these cases, offers by LINDERA GmbH merely represent a presentation of possible services and are not legally binding.

3. General Provisions for Service Provision

3.1 Dates and deadlines in contracts and offers by LINDERA GmbH are generally non-binding and serve only as a rough estimate of the timing of the service, unless corresponding binding commitment was promised by LINDERA GmbH in the individual agreement with the Customer.

3.2 Unless expressly and in writing agreed, LINDERA GmbH gives no warranties for its services. This applies in particular to statements made in the context of product presentations or contained in marketing materials.

3.3 LINDERA GmbH assumes no warranty that the services correspond to the individual expectations and requirements of the Customer, unless these have been expressly agreed with the Customer. Statements and representations by LINDERA GmbH regarding the subject of the contractual service are approximate values and service descriptions that do not constitute quality specifications.

3.4 In the context of its service provision, LINDERA GmbH will provide the respective service in such a way that it is suitable for the intended use within the purpose and corresponds to the expectations of an intended customer. Service provision is carried out with the care that LINDERA GmbH also applies in its own affairs.

3.5 Work results of LINDERA GmbH, in particular but not exclusively the mobility analysis, do not replace medical or other medical advice or treatment. LINDERA GmbH provides services that support medical or nursing staff in their daily tasks. For this purpose, LINDERA GmbH uses standardized and scientific findings and probability evaluations to evaluate people's mobility algorithm-based and to provide standardized recommendations for risk prevention. The Customer and the personnel employed by them remain responsible for the treatment and medical advice and care of third parties cared for by the Customer.

3.6 The basis of LINDERA GmbH's service provision are inputs and information that have been made and transmitted by the Customer, for example in the "LINDERA Mobility Analysis". LINDERA GmbH does not validate this information and data. LINDERA GmbH's service provision is dependent on the correct and complete input of the necessary information and data by the Customer.

3.7 LINDERA GmbH is entitled to partial services if such partial service is usable for the Customer taking into account the respective contract purpose, the provision of the remaining service is ensured, and the Customer does not suffer any significant disadvantage as a result of the partial service.

3.8 If the subject of the service is the creation of work results, for example the mobility analysis, LINDERA GmbH guarantees that transmission of the work results takes place within 72 hours from the time at which the Customer has completely made available to LINDERA GmbH all necessary information for the creation of the work result.

4. Provisions for the "LINDERA Mobility Analysis"

4.1 Insofar as the use of the "LINDERA Mobility Analysis" is the subject of the contract between the Customer and LINDERA GmbH, the provisions of this section 4 apply in addition to the other provisions of these Terms.

4.2 The "LINDERA Mobility Analysis" is a mobile application that provides the Customer access to some services of LINDERA GmbH, in particular the mobility analysis. Access to the services by means of the "LINDERA Mobility Analysis" takes place through data transmissions via the Internet. The "LINDERA Mobility Analysis" itself runs on the Customer's mobile device.

4.3 The Customer is responsible for keeping hardware and access services ready and functional that enable the operation of the "LINDERA Mobility Analysis" and access to the Internet. For the use of the "LINDERA Mobility Analysis", a mobile device to be provided by the Customer with the operating systems "Apple iOS" or "Google Android" is required. The mobile device must also have at least a camera with video recording function so that necessary inputs for the mobility analysis can be made.

4.4 The "LINDERA Mobility Analysis" contains copyrighted content that belongs exclusively to LINDERA. LINDERA GmbH grants the Customer the geographically unlimited, temporally limited to the contract term between the Customer and LINDERA GmbH, simple right to use the "LINDERA Mobility Analysis" and the LINDERA content for the contractually intended purposes within the framework of these Terms and the respective individual contract with LINDERA GmbH.

4.5 The application of the "LINDERA Mobility Analysis" is intended exclusively for the purposes contractually established here. The Customer undertakes in particular to use the "LINDERA Mobility Analysis" in accordance with the contract and neither to pass it on to unauthorized third parties nor to make it accessible to unauthorized third parties in any other way.

4.6 The Customer is not entitled to grant sublicenses for the rights to the "LINDERA Mobility Analysis" and/or to make the non-public LINDERA content available to third parties, as well as to distribute the "LINDERA Mobility Analysis" and/or make it publicly accessible.

4.7 The Customer is not entitled to reverse engineer the "LINDERA Mobility Analysis" and its functionalities, to decompile, disassemble, modify, reproduce or use to create a separate application or otherwise attempt to gain access to the source code of the "LINDERA Mobility Analysis" or otherwise edit the "LINDERA Mobility Analysis", unless legally entitled to do so.

4.8 The Customer undertakes in particular, unless expressly permitted at least in text form in this contract, not to modify, copy, use or create derivative works from the "LINDERA Mobility Analysis", its functionalities or parts thereof in any way, not to attempt to circumvent, disable or thwart technical usage restrictions thereof; not to transfer, sell, rent, lease, distribute, sublicense, lend or otherwise hand over the "LINDERA Mobility Analysis" in whole or in part to third parties; not to change or remove notices of proprietary rights in the "LINDERA Mobility Analysis"; not to use the "LINDERA Mobility Analysis" for providing own time-sharing services, Software-as-a-Service offerings, own commercial services or as part of an Application Service Provider or service offerings.

4.9 The above usage rights and usage restrictions also apply to all upgrades and/or improvements that LINDERA GmbH makes available to its customers.

4.10 If the Customer creates videos and/or images using the "LINDERA Mobility Analysis" that are to be processed for the purpose of mobility analysis, the Customer grants LINDERA a free non-exclusive, temporally and geographically unlimited, transferable right to edit, reproduce and transmit these contents for the purposes of this contract and make them publicly accessible or have this done by third parties.

4.11 LINDERA GmbH guarantees availability of the upload functionality of the "LINDERA Mobility Analysis" of ninety-five percent on annual average. Availability failures and restrictions that occur due to lack of network availability, disruptions in the Customer's sphere or force majeure are not to be considered to the detriment of LINDERA GmbH.

5. Use of Third Parties

5.1 Subject to data protection provisions, LINDERA GmbH is entitled to commission third parties with service provision to the Customer or to have parts of its service provision carried out by third parties. The Customer is not entitled to refuse cooperation with third parties unless exceptionally important interests or legal reasons oppose cooperation between the Customer and the third party.

5.2 LINDERA GmbH is liable for fault of its legal representatives and persons it uses to fulfill its obligation from the contract with the Customer to the same extent as its own fault according to these Terms or the individual agreement with the Customer. The contractual partner of the Customer is exclusively LINDERA GmbH and the Customer may only assert claims from and in connection with LINDERA GmbH's service against LINDERA GmbH. Excluded from the above provision remain such claims of the Customer that exist against third parties due to legal provisions.

6. Service Defects

6.1 In the case of services to be accepted, the Customer is obligated to examine the provided service for defects within two weeks of provision. If LINDERA GmbH's service does not have the owed quality, the Customer is further obligated to report this within two weeks of discovery of the respective defect and to grant LINDERA GmbH a reasonable period for remedying the defect. Any further obligations incumbent on the Customer due to § 377 Commercial Code remain unaffected.

6.2 In case of defective service by LINDERA GmbH, the Customer is entitled within the framework of legal provisions to demand subsequent performance in the form of remedy of the defect or renewed, defect-free service. The right to choose the type of subsequent performance lies with LINDERA GmbH.

6.3 If subsequent performance fails, the Customer is entitled to reasonably reduce the agreed remuneration for the defective service or, if the legal requirements are met, to withdraw from the contract with LINDERA GmbH or terminate it. Furthermore, the Customer is entitled to demand compensation for damages incurred, provided the legal requirements for the damage claim exist.

6.4 Claims by the Customer due to defects become statute-barred in one year from the transfer of risk of the service to the Customer. This period does not apply to damage claims by the Customer from injury to life, body or health, or from intentional or grossly negligent breaches of duty, as well as due to defects that LINDERA GmbH maliciously concealed or secured through a warranty declaration. Claims mentioned in sentence 2 of this section 6.4 become statute-barred according to the respective legal provisions.

7. Liability of LINDERA GmbH

7.1 LINDERA GmbH is liable for intent, malicious behavior and gross negligence of its organs, representatives, employees and other vicarious agents as well as for negligent violation of duties whose violation endangers the achievement of the contract purpose and on whose compliance the Customer may regularly rely, in each case without restriction according to legal provisions. This applies correspondingly to damages due to warranties given by LINDERA GmbH as well as in case of liability under the Product Liability Act.

7.2 In case of simple negligent violation of the cardinal duties mentioned in section 7.1, LINDERA GmbH is only liable for foreseeable, contract-typical damage.

7.3 The fault-dependent damage liability of LINDERA GmbH in other cases not mentioned in the above sections 7.1 and 7.2 is excluded.

7.4 The Customer will indemnify LINDERA GmbH in the internal relationship between the Customer and LINDERA GmbH according to legal regulations on contributory negligence and according to the respective fault shares, if third parties assert claims against LINDERA GmbH - because of the contract or in connection with LINDERA GmbH's service to the Customer. This applies correspondingly if LINDERA GmbH is sanctioned with a fine by a supervisory authority due to fault of the Customer.

7.5 Liability for free services of LINDERA GmbH, for example but not exclusively for the provision of the "LINDERA Mobility Analysis", is limited to the cases mentioned in section 7.1 of these Terms.

7.6 The liability provisions according to this section 7 apply correspondingly to the personal liability of the organs, employees, representatives and vicarious agents of LINDERA GmbH.

8. Prices and Payment

8.1 Prices of LINDERA GmbH apply respectively to the scope of services listed in the contract with the Customer. Additional services that go beyond the contractually agreed scope of services are to be remunerated separately by the Customer. All prices are exclusive of statutory value-added tax.

8.2 Payments by the Customer are to be made according to the contractually agreed payment terms. If nothing else is agreed, amounts invoiced by LINDERA GmbH are to be paid by the Customer within fourteen days of the invoice date. Insofar as partial payment has been agreed between Lindera GmbH and the Customer, the Customer's payment must be made monthly, in advance and on the first of each month. If the Customer defaults on payment, it owes LINDERA GmbH interest at the statutory interest rate, beginning from the due date of the respective Customer payment. LINDERA GmbH reserves the right to claim additional default damages.

8.3 In case of changed market conditions, significant changes in procurement costs, changes in value-added tax, and/or price increases by subcontractors, LINDERA GmbH is entitled to adjust the remuneration agreed with the Customer. Such adjustment is however permissible at the earliest twelve months after the respective contract conclusion and only once annually. LINDERA GmbH will announce a corresponding adjustment to the Customer in writing at least six weeks before it becomes effective. If the Customer does not accept the remuneration adjustment, both LINDERA GmbH and the Customer are entitled to terminate the respective contract with one month's notice to the end of the calendar month, provided the remuneration adjustment amounts to more than three percent of the previously agreed remuneration. In case of termination, the remuneration not increased until the termination becomes effective applies.

9. Customer Obligations

9.1 The Customer is responsible for fulfilling its cooperation obligations required for service provision in a timely, complete and free manner.

9.2 Customer cooperation obligations are primarily, but not exclusively, the following duties:

• Creating the legal, technical and organizational prerequisites for LINDERA GmbH's service, in particular the "LINDERA Mobility Analysis". This includes primarily the provision and maintenance of the technical prerequisites mentioned in section 4.2 of these Terms.
• Obtaining required data protection consents from affected persons and providing sufficient information on data processing, including information on anonymization of personal data, as described in more detail in section 10.8 of these Terms.
• Reporting service disruptions, including disruptions in the "LINDERA Mobility Analysis", immediately to LINDERA GmbH in a form that enables LINDERA GmbH to carry out disruption elimination, for example by the Customer describing symptoms in detail and reporting their system and hardware environment.
• Naming an email address through which secure communication can take place and to which LINDERA GmbH can make its work results, in particular the results of the mobility analysis, available to the Customer.

9.3 As long and insofar as the Customer does not fulfill its cooperation obligations, LINDERA GmbH is released from the service obligation concerning the cooperation obligation. LINDERA GmbH is entitled to claim additional effort or damages incurred thereby against the Customer.

9.4 The Customer is obligated to treat usage and access authorizations for LINDERA GmbH's service confidentially and to adequately protect them against access by unauthorized third parties. This concerns in particular, but not exclusively, passwords for the "LINDERA Mobility Analysis" or access to the mobility analyses. The Customer must also sufficiently secure its hardware and access services so that no access by unauthorized third parties and/or the introduction of viruses, Trojans or similar malicious programs into LINDERA GmbH's service is possible. If the Customer determines that unauthorized use of its usage and access authorizations or other unauthorized access has taken place, it must immediately inform LINDERA GmbH. The Customer's damage mitigation obligation as well as legal obligations, for example for reporting breaches of personal data protection, remain unaffected.

9.5 LINDERA GmbH is not responsible for storing and securing the work results created for the Customer and will delete all work results within the legally prescribed retention and deletion periods. The Customer must ensure that it secures received work results from LINDERA GmbH.

9.6 The Customer is liable for fault of its legal representative and persons it uses to fulfill its obligation from the contract with LINDERA GmbH to the same extent as its own fault.

9.7 LINDERA GmbH is entitled within the framework of legal regulations to assert claims against the Customer. This includes in particular, but not exclusively, claims for compensation of direct and indirect damages that have arisen through the Customer or its legal representative and/or persons it uses to fulfill its obligation from the contract with LINDERA GmbH.

10. Data Protection and Confidentiality

10.1 LINDERA GmbH acts on behalf of the Customer and processes personal data only within the framework of contractually owed service provision and/or instructions from the Customer within this framework, as well as according to data protection provisions. LINDERA GmbH and the Customer conclude a separate contract for processing personal data on behalf at the latest before beginning service provision.

10.2 The Customer must point out to LINDERA GmbH if it believes that special requirements for processing personal data, for example due to professional law regulations, must be observed by LINDERA GmbH.

10.3 The details of processing personal data by LINDERA GmbH on behalf of the Customer are to be established before the first processing of personal data in a separate contract for processing personal data on behalf. The provisions of such a data processing agreement take precedence over the provisions of these Terms.

10.4 The Customer will sufficiently train its employees with regard to data protection and familiarize them with the requirements for using the "LINDERA Mobility Analysis" and other services of LINDERA GmbH.

10.5 If LINDERA GmbH supports the Customer in fulfilling its data protection obligations, for example by providing the Customer with data protection information according to Art. 13 EU General Data Protection Regulation on data processing within the framework of mobility analysis, these services do not constitute data protection advice, but are intended to help the Customer better evaluate the subject of data processing. The Customer is and remains responsible for implementing all necessary measures that it must fulfill as responsible party for data processing toward the affected persons.

10.6 LINDERA GmbH is entitled to refer to the contractual relationship with the Customer in appropriate form in brochures, publications or on its website. The Customer may object to this authorization at any time with effect for the future.

10.7 Without prejudice to data protection provisions, LINDERA GmbH and the Customer are obligated to treat confidentially the confidential information made accessible to them by the respective other party due to the contract and service provision as well as knowledge they acquire on the occasion of cooperation about confidential matters of the respective other party and not to make them accessible to third parties. Information is considered "confidential" that is either expressly marked as confidential or whose confidentiality results from the nature of the information or the circumstances of its disclosure. Confidential are in particular all internal business information of the parties as well as information on the functionality of the "LINDERA Mobility Analysis". The use of confidential information covered by this section 10.7 is limited solely to use within the framework of fulfilling service obligations and the contract as well as to the use of data according to section 10.8 of these Terms. The confidentiality obligation does not apply to information that:

• the other party has demonstrably received or receives lawfully from third parties,
• was demonstrably already generally known at contract conclusion or subsequently became generally known without violation of the obligations contained in the contract or other fault of the receiving party,
• has been demonstrably independently developed by the other party, and/or
• is to be disclosed due to mandatory legal or official regulations or court decision.

A confidentiality obligation existing according to this section 10.7 continues beyond the termination of a contract as long as the affected party has a legitimate interest in keeping the confidential information secret.

10.8 Regardless of the above provisions of this section 10, LINDERA GmbH is entitled to use data and information that the Customer has entered into the "LINDERA Mobility Analysis" and transmitted to LINDERA GmbH, and/or otherwise made available to LINDERA GmbH, for its own purposes, if and insofar as such data no longer has personal reference within the meaning of the EU General Data Protection Regulation. For this purpose, LINDERA GmbH provides the Customer with information about the anonymization and further processing of this data. The Customer must ensure that it transparently and clearly discloses the information provided about anonymization and further processing of data to the respective affected persons. The use of anonymized data within the meaning of this section 10.8 includes in particular, but not exclusively, use for the following purposes:

• Analysis and evaluation of anonymized data for assessing general fall risks and improving LINDERA GmbH's services, in particular mobility analysis.
• Provision of anonymized data to third parties, for example health insurance companies or research projects.
• Evaluation of anonymized data for purposes of scientific research and creation of studies on fall prevention.

11. Final Provisions

11.1 Amendments. Changes and additions to the contractual relationship between the Customer and LINDERA GmbH, in particular changes and additions to these Terms, must generally be made in writing. The written form requirement also applies to changes to the written form requirement of this section 11.1 itself. Individual agreements between the Customer and LINDERA GmbH made after conclusion of the respective contract remain unaffected by this section 11.1.

11.2 Invalid Provisions. Should individual provisions of these Terms or of the contract between the Customer and LINDERA GmbH be or become invalid, the validity of these Terms or the respective contract is otherwise not affected. The respective invalid provision shall then be replaced by a provision that gives effect to the economic purpose of the invalid provision and the will of the Customer and LINDERA GmbH as far as possible.

11.3 Applicable Law. The contract between the Customer and LINDERA GmbH, including these Terms, is subject to the law of the Federal Republic of Germany. LINDERA GmbH excludes the application of UN Sales Law to its contracts.

11.4 Jurisdiction. Place of performance as well as jurisdiction for all disputes arising from or in connection with the contractual relationship between the Customer and LINDERA GmbH, including these Terms, is the registered office of LINDERA GmbH, Berlin. Mandatory legal provisions on exclusive jurisdictions remain unaffected by this provision.

11.5 Set-off and Retention. Subject to the provisions of § 354a Commercial Code, assignment of claims by the Customer against LINDERA GmbH is excluded. Set-off by the Customer is only possible with legally established and undisputed claims by LINDERA GmbH. The same applies to the assertion of retention rights by the Customer.

11.6 Term and Termination. The usual term of LINDERA GmbH's contracts is two years. If neither Lindera GmbH nor the Customer terminates the contract three months before expiry of this or a deviating, individually agreed contract term, the contract extends by one additional year each time. LINDERA GmbH and the Customer are entitled at any time to terminate the contract extraordinarily for important reason if the legal requirements are met. For LINDERA GmbH, an important reason exists in particular if the Customer:

• violates provisions of the contract, including these Terms, in particular by not sufficiently fulfilling its data protection obligations or exceeding the scope of use of the "LINDERA Mobility Analysis", and/or
• is more than three months in default with payment of the agreed remuneration.

Copyright

The content and works created by the website operators (LINDERA GmbH) on these pages are subject to German copyright law. Reproduction, editing, distribution and any kind of exploitation outside the limits of copyright require the written consent of the respective author or creator. Any graphics, media, texts, content, downloads and copies of this page are only permitted for private, non-commercial use. Insofar as the content on this page was not created by the service provider, the copyrights of third parties are respected. In particular, third-party content is identified as such. Should you nevertheless become aware of a copyright infringement, we ask for appropriate notice. Upon becoming aware of legal violations, we will remove such content immediately.

Intended Purpose according to 93/42/EEC (MDD) Annex IX, Rule 12 and MDR 2017/745:

The LINDERA mobility analysis app is a medical device developed to identify and reduce individual fall risk factors in persons requiring care. It is intended for persons aged 60 and over with increased fall risk or limited mobility. The app analyzes gait parameters using artificial intelligence and digital questionnaires. The application is suitable for users who can cover a short distance of at least three meters with or without assistance. The goal of the product is to prevent falls and maintain users' mobility through scientifically based recommendations.

Indication and Target Group

The LINDERA mobility analysis app is intended for persons requiring care aged 60 and over who have an increased fall risk or whose mobility is limited. The application is suitable for persons who are able to cover a short distance of three meters independently or with the support of walking aids or caregivers such as caring relatives and/or nursing professionals.

Target Group of the Application (Users)

The product is intended for use by the person requiring care or trained healthcare professionals such as nurses, geriatric specialists, physiotherapists and doctors. Furthermore, caring relatives can use the LINDERA mobility analysis app under guidance to support fall prevention in the home environment.

Intended Use Environment

The LINDERA mobility analysis app is designed for use in home environments as well as in healthcare facilities, taking into account the safety instructions and conditions of use described in the instructions for use.

Contraindications

No contraindications are known, provided the product is used according to its intended purpose.

Side Effects

When used as intended, no side effects are known or expected. Should you observe side effects in connection with the use of the LINDERA mobility analysis app, report these immediately to your doctor or psychotherapist or contact hello@lindera.de

Clinical Benefit

The LINDERA mobility analysis app provides a well-founded assessment of individual fall risk factors through precise recording and analysis of gait parameters and answering digital questionnaires.

This information is used to provide specific, evidence-based recommendations for risk reduction aimed at avoiding falls and maintaining users' mobility in the long term.

Emergency Information

In emergencies or when needed, please contact your local treating physician, psychotherapist, or emergency services. Contact your regional emergency numbers and healthcare authorities for immediate assistance. Additional support may be available through local counseling services where confidential and professional help is provided.

Privacy Policy

Further information on data protection for the digital care application LINDERA mobility analysis app can be found here.

Further information on data protection for the LINDERA website can be found here.

Interoperability

LINDERA uses the following standard for establishing interoperability of the digital care application (DiPA): FHIR 4, National DE

FHIR Profile Website

Publisher: LINDERA GmbH

Version: 1.0

Website Conception, Design and Engineering

Publisher: LINDERA GmbH

Notice on Compliance with ISO 13485 and ISO 27001 as well as MDR 2017/745:

Lindera GmbH operates as a medical device manufacturer in compliance with the requirements of Regulation (EU) 2017/745 on Medical Devices (MDR) as well as the international standards ISO 13485 for Quality Management Systems (QMS) and ISO 27001 for Information Security Management Systems (ISMS). These certifications ensure that our products and processes meet the highest quality and security standards and that the protection of your personal data is always guaranteed according to the strictest regulations.