Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Subscriptions shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer's express acceptance of these Terms and Conditions before providing any such services to the Customer.
Customers should be aware that subscription continue indefinitely, and will continue to be charged at the offered recurring fee, and as amended from time-to time, until the account is paused or cancelled. Customers will be billed on a monthly or yearly recurring basis, and authorise the designated Merchant of Record, to charge the provided payment method.
Customers may pause or cancel the Subscription at any time by logging into their customer account and going to Billing.
The Provider rejects any terms contained in any purchase order, quotation, invoice, or other Customer communication inconsistent with the terms below.
1. Definitions
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an account enabling a person or company to access benefit of our product subscriptions. An account includes the licenses for multiple computers, medics or normal users;
"Agreement" means a contract made under these Terms and Conditions between the Provider and the Customer;
"Business Day" means any weekday other than a bank or public holiday in Romania;
"Business Hours" means the hours of 10:00 to 16:30 Eastern European Time (UTC +2) on a Business Day;
"Charges" means the amounts specified as at the Effective Date, in the currency as displayed based on the customer's location;
"Customer" means the person or entity identified as such in the Services Order Form;
"Customer Data" means all data entered into software. The customer exclusively hosts this data typically on his premise or on hosted services controlled by the Customer
"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
"Effective Date" means following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider's website, the date upon which the Provider sends to the Customer an order confirmation;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights " means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Merchant of Record” (MoR) Authorised resellers of the Product for the Provider, which means that you purchase the Product from MoR using the Services, but the Product is licensed to you by the Provider.
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the Romania from time to time;
"Provider" means our company and Related Entities, which are businesses that are legally part of the same group of companies that we are part interest:
Vertikal Technologies SRL
- Role: Software Distribution
- Address: Ardeal 3A, Dumbravita, Timis, Romania
- Commercial Registration: J35/1483/09.04.2024
- VATID: RO49909381
Vertikal Systems SRL
- Role: Software Development
- Address: Ardeal 3A, Dumbravita, Timis, Romania
- Commercial Registration: J35/2866/07.09.2005
- VATID: RO17934212
"Services and Products" means any services or products that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer incorporating these Terms and Conditions by reference;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Services or Products, but shall not include the provision of training services;
"Term" means the term of the Agreement
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions , including any amendments to that documentation from time to time.
2. Term
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 15.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
3. Products and Services
3.1 The Provider hereby grants to the Customer a non-exclusive licence to use the Products and Services in accordance with the Documentation during the Term.
3.2 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Products and Services;
(c) the Customer must not republish or redistribute any content or material from the Products and Services;
(d) the Customer must not make any alteration to the Products and Services, except as permitted by the Documentation; and
3.3 Our main products are downloadable medical software products names:
- Patient Manager Standard
- Patient Manager Advanced
- Hospital Manager
3.4 The pricing is monthly or yearly subscription pricing. Pricing of these products for your company depends on multiple factors like number of medics, number of total users and number of computers you need licenses. You can request your quote from the pricing page by pressing Request Quote button
3.5 Additionally we offer services like:
- customization services - typically one time payments
- SMS delivery credits
- extra support services
3.6 The Products and Services will be enabled or licensed by electronic means:
- automatic licensing - the licenses are provided electronically over the internet to the stations designated by the Customer
- manual licensing - the licenses are provided by email and entered manually by the Customer into the Products
4. Customer Data
4.1 Customer Data - the data that customer enters into Products and Services and stored in relational databases. This data is hosted by the Customer typically on their premise or on hosting providers in the Customer's control.
4.2 Provider does not have any access to Customer Data and it is the responsibility of the Customer to manage and secure this data.
5. Support Services
5.1 The Provider may provide the Support Services to the Customer during the Term. The volume of support services will be detailed in the Quote created by the Provider for the Customer and depends on the following factors: number of medics, number of normal users and number of computers licensed.
5.2 The Provider may make available to the Customer an email-based.
5.3 The Provider shall provide the Support Services with reasonable skill and care.
5.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6. No assignment of Intellectual Property Rights
6.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
6.2 The materials displayed on or contained within this website including, without limitation all documents, files, graphics, code are copyright Provider. All rights are reserved, unless specifically stated otherwise. Furthermore, all product names referred on the site are trademarks of Provider, except for those marks which are indicated as owned by other companies.
7. Charges
7.1 The Customer shall pay the Charges to the Provider or Merchant of Record in accordance with these Terms and Conditions.
7.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider or Merchant of Record.
7.3 The Provider or Merchant of Record may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.
8. Payments
8.1 The Customer must pay the Charges to the Provider or merchant of Record in advance of the period to which they relate.
8.2 If the Customer does not pay any amount properly due to the Provider or Merchant of Record under these Terms and Conditions, the Provider may:
(a) consider the account lapsed and remove the Customer’s access to the Products and Services until the Charges have been paid; and
(b) authorise the Merchant of Record (MoR) to reattempt automatic payment collection of the Charges over a period of 21 days or until the Customer pauses or cancels the payment collection in their account.
9. Cancellation right and Refund Policy
9.1 The Customer may withdraw an offer to enter into the Agreement with the Provider at any time; and the Customer may cancel the Agreement entered into with the Provider at any time within the period:
(a) beginning when the Agreement was entered into; and
(b) ending at the end of 30 days after the day on which the Agreement was entered into,
subject to Clause 9.3. The Customer does not have to give any reason for the withdrawal or cancellation.
9.2 The Customer has 30 days to request a refund on his purchase, and he will be fully refunded.
10. Data protection
10.1 The Provider shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.
10.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.
10.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of identification, payment, security and service use of the following types: Customer name, email address, postal address in relation to payment sources, payment card information, password, IP address used to access the Service, analytics and plugin usage data collection in relation to the use of the Service; and the Provider shall only process the Customer Personal Data for the following purposes: user account creation and access, license delivery, ensure security of the Service and its users, collect payment, provide support, monitor Service performance, continuously improve the service.
10.4 The Provider shall only process the Customer Personal Data during the Term or the period
10.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
10.6 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.
10.7 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.
10.8 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10.9 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
10.10 The Provider is herby authorised by the Customer to engage third party sub-processors with respect to customer data where necessary to assist in providing its services to Customers.
10.11 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.
10.12 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider shall report any Personal Data breach relating to the Customer Personal Data to the Customer within 24 hours following the Provider becoming aware of the breach.
10.13 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 10 and the Data Protection Laws.
10.14 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.
10.15 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 10. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 10.15.
10.16 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.
11. Warranties
11.1 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.
11.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
12. Acknowledgements and warranty limitations
12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Products and Services will be wholly free from defects, errors and bugs.
12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
13. Limitations and exclusions of liability
13.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or limited by these Terms and Conditions, except to the extent permitted by law.
13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 13.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
13.3 The Provider will not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
13.4 The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.
13.5 The Provider will not be liable to the Customer in respect of any loss of revenue or income.
13.6 The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.
13.7 The Provider will not be liable to the Customer in respect of any loss or corruption of any data, database or software.
13.8 The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.
13.9 The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.
13.10 The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the total amount paid and payable by the Customer to the Provider under the Agreement.
14. Force Majeure Event
14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.
15. Termination
15.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice of termination.
15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
15.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
16. Effects of termination
16.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.10, 8, 10, 13, 16, 19 and 20.
16.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
17. Notices
17.1 Any notice from one party to the other party under these Terms and Conditions must be given by email to contact@vertikalsystems.com, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
18. Subcontracting
18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement, providing that the Provider must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.
19. General
19.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
19.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
19.3 The Provider may vary the Agreement by giving to the Customer at least 30 days' written notice of the variation. Subject to this, the Agreement may only be varied by a written document digitally acknowledged by or on behalf of each of the parties.
19.4 The Customer hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time providing that such action does not serve to reduce the guarantees benefiting the Customer under the Agreement. The Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement.
19.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
19.6 Subject to Clause 13.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
19.7 The Agreement shall be governed by and construed in accordance with English law.
19.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
19.9 We may suspend, delete or close your account, where your account has been inactive for more than six months.
20. Other
20.1 You may download, display or print information from the site for non-commercial use only, provided any copy of or extract from these documents retains all copyright or other proprietary notices, and any disclaimer contained within them.
20.2 Provider does not take any responsibility for the content of any off-site pages or any other external site linked to the site. Hence, Provider accepts no liability in connection with any site referred to or accessed by link through the site, including without limitation, liability arising out of any allegation that the content of any such third party infringes any law or the rights of any person or entity.
20.3 The site may include references to trademarks, patents, proprietary information, products, technologies or other rights of Provider, its affiliates and/or partners. No license to or right in any such item is granted to you.
20.4 Provider may at any time make modifications to any of the material included on the site, with or without notice. Modifications to these Terms and Conditions shall be effective immediately upon posting.
20.5 Provider may at any time revise these Terms and Conditions by updating this page. It is therefore your responsibility to periodically visit this page to review the current Terms and Conditions to which you are bound.
21. GDPR compliance statement
Provider respects and complies with the EU General Data Protection Regulations (GDPR).
Some of the key ways we comply with these regulations are: 21.1 Consent - We explain what you’re consenting to clearly and without ‘legalese’, and ask that you explicitly consent to contact from us.
21.2 Breach Notification - In the event of a breach we will notify affected users within 72 hours of first having become aware of the breach.
21.3 Right to Access - Users can request confirmation as to whether or not personal data concerning them is being processed, where and for what purpose. Further, we shall provide a copy of the personal data, free of charge, in an electronic format.
21.4 Right to be Forgotten - Once we have compared your (the subjects') rights to "the public interest in the availability of the data", we may delete your personal data where you have requested this.
21.5 Data Portability - We allow you to receive the personal data concerning you, which we will provide in a 'commonly used and machine readable format' and you have the right to transmit that data to another ‘controller’.
Enquiries: contact@vertikalsystems.com
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