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General Terms and Conditions – MedIT Solutions
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General Terms and Conditions

These General Terms and Conditions ("Terms") govern all proposals, quotations, agreements, services, deliverables, software solutions, outsourcing services, support services, consulting services, hosting services, and all related activities provided by MedIT Solutions B.V., a company incorporated and established under the laws of Curaçao.

By entering into an agreement with MedIT Solutions B.V. ("MedIT"), the Client acknowledges and agrees to be bound by these Terms, unless expressly agreed otherwise in writing between the Parties.

1. Definitions
1.1MedIT: MedIT Solutions B.V., established in Curaçao at La Quinta Villas 103 and registered with the Curaçao Chamber of Commerce under registration number 118343.
1.2Client: The party with whom MedIT has entered into an agreement for the provision of Services and/or, more generally, the contractual counterparty of MedIT.
1.3Services: The activities to be performed by MedIT, including but not limited to ICT support, software development, systems administration, consultancy services, and the secondment or outsourcing of personnel to the Client.
1.4Services and Deliverables: The totality of documentation, software, hardware, works, products, packages, services and other deliverables resulting from the Services provided by MedIT.
1.5Intellectual Property Rights: Patents, copyrights, design rights, trademark rights, trade name rights and all other intellectual property rights and related proprietary rights.
1.6Continuing Agreements: Agreements entered into for a definite or indefinite period of time.
1.7Quotation: An offer by MedIT to perform sufficiently specified Services under defined conditions and terms.
1.8Third Parties: Any natural person, legal entity, organization or other third party.
1.9Outsourcing: The provision of Services whereby MedIT temporarily or structurally makes personnel available to an organization for the performance of activities within that organization.
1.10Deliverables: The products, services, work products, software, documentation or results to be delivered by MedIT under an Agreement.
1.11Source Code: The complete set of human-readable instructions, scripts, commands, algorithms and parameters (including but not limited to C#, SQL, JavaScript, Python or comparable programming languages) used to generate, compile or execute software, including documentation, configuration files and build scripts necessary to reproduce such software. For the avoidance of doubt, "Source Code" does not include executable files (object code), runtime environments or generic software components owned by MedIT Solutions.
1.12Compilation: The technical process whereby programming code in human-readable form (Source Code) is translated into an executable or semi-executable form (including object code, bytecode or binaries) through the use of a compiler, interpreter or build tool. The result of Compilation is software capable of being executed independently from the original development environment.
1.13Building Blocks: Reusable software components, modules, code libraries, data structures, configurations, design patterns and other technical elements forming part of the MedIT Application Development Framework. Such elements constitute the generic foundation upon which MedIT Solutions develops software and custom solutions and shall remain the exclusive property of MedIT Solutions at all times.
1.14Application Development Framework: The collection of software components, architectural principles, Building Blocks, programmable modules, development standards, methodologies and tools developed and maintained by MedIT Solutions and used as the basis for the design, development, testing and maintenance of software and custom solutions. The Application Development Framework constitutes a proprietary standard of MedIT Solutions and shall remain its exclusive property at all times.
1.15 Go-Live: The date on which the delivered application, software solution, module, integration or system is formally placed into productive operational use by the Client for live business processing.

A Go-Live shall be deemed to have occurred when one or more of the following events takes place:
  • the Client commences processing live operational, business, financial, transactional or production data within the delivered solution,
  • the Client makes the delivered solution available to end users for normal business operations,
  • the Client formally accepts the solution for productive use, or
  • the Client continues to use the solution in a production environment for more than five (5) consecutive business days following deployment without reporting any blocking Issues that prevent normal business operations.
The occurrence of a Go-Live shall mark the transition from the implementation phase to the operational support phase, unless otherwise agreed in writing.

Following Go-Live, any post-implementation support period, warranty period, maintenance services or Application Helpdesk Support services shall commence in accordance with the applicable Agreement.
2. General
2.1Applicability: These Terms apply to every assignment, quotation and agreement between MedIT and the Client unless expressly agreed otherwise in writing by the Parties. Where a deviation from these Terms has been agreed only in part, all remaining provisions shall remain in full force and effect.
2.2Validity of Quotations: Unless expressly stated otherwise by MedIT, all quotations shall remain valid for a period of two (2) weeks from the date of issuance.
2.3Delivery Periods: Any delivery periods specified by MedIT are determined to the best of its knowledge based on the information available at the time such periods are provided and shall be observed as far as reasonably possible. MedIT shall not be bound by delivery periods that can no longer reasonably be met due to circumstances arising after such periods were communicated. Where a delay is anticipated, the Parties shall consult with each other as soon as reasonably practicable.
2.4Termination Notice: Unless otherwise agreed, either Party may terminate a Continuing Agreement in writing effective at the end of the applicable contractual term, subject to a notice period of three (3) months. Termination shall be effected by written notice, registered mail, courier service with proof of receipt, or service by bailiff. Agreements relating to the one-time development or delivery of products or services may not be terminated unless otherwise expressly agreed in writing.
2.5Indemnification: The Client shall indemnify and hold harmless MedIT and its employees against all claims, actions, liabilities, damages and expenses asserted by third parties arising out of or related to Services performed by MedIT on behalf of the Client, except where such claims result from willful misconduct or gross negligence on the part of MedIT.
2.6Limitation of Liability: The liability of MedIT and its employees shall at all times be limited to the amounts specified in Article 12 of these Terms, except in cases of willful misconduct or gross negligence by MedIT.
2.7Amendments: MedIT reserves the right to amend or supplement these Terms with immediate effect. Amended Terms shall apply to new agreements and to existing Continuing Agreements from the date on which such amendments have been communicated to the Client in writing.
2.8Severability: Should any provision of an Agreement, supplementary terms or these Terms be determined by a competent court to be invalid or unenforceable, such provision shall be replaced by a valid provision that most closely reflects the original intent and purpose of the invalid provision. The remaining provisions shall remain in full force and effect.
2.9Client Responsibilities: MedIT Solutions shall be responsible for the implementation, configuration and technical setup of software solutions and related Services. However, MedIT Solutions shall not provide work instruction, procedures, operational management or supervision of the Client's personnel in relation to administrative, organizational or operational activities, including but not limited to data cleansing, data entry, item management, inventory management, operational execution or other internal business activities. Such activities shall remain solely the responsibility of the Client unless expressly agreed otherwise in writing.
2.10 Proper Use of the System, User Training and Go-Live Readiness: The Client shall be responsible for ensuring that the delivered software, application, solution and related Services are used in accordance with the documentation, training materials, user instructions and recommendations provided by MedIT Solutions.

The Client shall ensure that all users, administrators, supervisors, key users and other personnel using the software possess the necessary knowledge, skills and authority to perform their respective tasks.

The Client acknowledges that adequate user training is an essential prerequisite for the successful implementation, adoption and Go-Live of the delivered software and related Services.

User training provided by MedIT Solutions shall be limited exclusively to the use and operation of the functionalities of the delivered software application(s). Unless expressly agreed otherwise in writing, training services shall not include the creation of work instructions, business procedures, organizational policies, internal operating manuals or other Client-specific documentation.

The Client shall be responsible for ensuring that all designated users, key users, supervisors, administrators and other relevant personnel attend and actively participate in the agreed training sessions.

MedIT Solutions does not guarantee that all users will achieve a particular level of proficiency, competence, productivity or operational effectiveness following training.

Failure by the Client's personnel to attend training sessions, complete training activities or acquire the necessary operational knowledge shall be the sole responsibility of the Client and shall not constitute:
  • a defect, deficiency or malfunction of the software or Services;
  • grounds for postponing acceptance, project completion or Go-Live;
  • grounds for withholding payment of any invoice; or
  • grounds for any claim against MedIT Solutions.
Any scheduled training session that the Client fails to attend shall nevertheless be deemed delivered for contractual purposes.

Any additional training sessions, refresher courses, onboarding sessions, workshops, repeat training, user coaching or other training-related activities requested by the Client shall constitute Additional Services and may be charged separately at MedIT Solutions' then-current rates.

MedIT Solutions shall not be liable for delays in Go-Live, operational inefficiencies, user errors, data-entry errors, process deviations, reduced productivity, failed adoption of the solution or delayed project completion resulting from insufficient participation in training activities by the Client's personnel.
2.11 Project Delays, Suspension and Cancellation
2.11.1 Client Cooperation
The Client shall provide all information, decisions, approvals, personnel, access rights, facilities, systems, documentation and other cooperation reasonably required by MedIT Solutions for the timely performance of the Services. The Client acknowledges that the successful and timely completion of a project depends upon the timely fulfilment of its responsibilities and obligations.
2.11.2 Delays Caused by the Client
Where the Client fails to provide required information, approvals, resources, access, personnel or cooperation, or otherwise causes delays in the performance of the Services, any resulting project delays shall be at the Client's risk and expense. MedIT Solutions shall be entitled to adjust project schedules, milestones, delivery dates and resource allocations accordingly. MedIT Solutions shall not be liable for any delay, additional costs or other consequences arising from such circumstances.
2.11.3 Suspension of Services
If the performance of the Services is delayed, interrupted or suspended due to circumstances attributable to the Client, MedIT Solutions may suspend all or part of the Services until the relevant cause has been resolved. During any suspension period, MedIT Solutions shall be entitled to reallocate personnel and resources to other projects and activities. Any planned project schedules, milestones or delivery dates shall automatically be extended by the duration of the suspension and any reasonable remobilization period required by MedIT Solutions.
2.11.4 Resumption of Services
Following a suspension, MedIT Solutions shall resume the Services subject to resource availability and operational planning. MedIT Solutions shall not be obligated to immediately resume work or make the originally assigned personnel available. Any additional work required to restart, remobilize, review, re-plan, reconfigure or otherwise continue the project may be charged separately at MedIT Solutions' then-current rates.
2.11.5 Cancellation and Billing Consequences
Where the Client postpones, suspends, cancels or terminates a project, assignment or implementation for reasons not attributable to MedIT Solutions, the Client shall remain liable for:
  • all Services performed up to the effective date of suspension, cancellation or termination;
  • all committed third-party costs;
  • all non-cancellable costs incurred by MedIT Solutions;
  • all reserved resources and personnel commitments already allocated to the project; and
  • any reasonable costs associated with suspension, cancellation, demobilization or subsequent resumption of the Services.
Any invoices issued by MedIT Solutions prior to such suspension, cancellation or termination shall remain immediately due and payable in accordance with the Agreement.
3. Client Terms and Conditions
3.1Any purchasing conditions or other general terms and conditions of the Client shall not apply unless expressly accepted in writing by MedIT. In all other circumstances, such terms and conditions shall be deemed expressly rejected by MedIT.
3.2The execution by MedIT of any document referring to such terms and conditions shall not constitute express written acceptance thereof.
4. Use of Third Parties
4.1 Third-Party Dependencies and Impact on Services: The Client acknowledges that the successful delivery of Services, Deliverables, project milestones, integrations, software functionality, performance, timelines and project outcomes may depend upon the products, services, infrastructure, systems, personnel or cooperation of third parties.

Such third parties may include, without limitation:
  • internet service providers;
  • hosting providers;
  • cloud service providers;
  • software vendors;
  • hardware vendors;
  • telecommunications providers;
  • infrastructure providers;
  • external consultants;
  • subcontractors engaged by the Client; and
  • any other third party whose products, services or cooperation are required for the successful execution of the Agreement.
MedIT Solutions shall not be liable for any delay, disruption, degradation of service, reduction in quality, inability to achieve expected results, failure to meet project schedules, missed milestones, reduced system performance, integration failures or other adverse consequences resulting wholly or partly from the acts, omissions, failures, delays, limitations or performance of such third parties.

Where the performance, quality or availability of third-party products or services materially affects MedIT Solutions' ability to perform its obligations, MedIT Solutions shall be entitled to:
  • suspend or reschedule affected activities;
  • revise project plans and timelines;
  • revise resource allocations;
  • revise cost estimates where additional effort becomes necessary; and
  • propose alternative technical or operational solutions.
MedIT Solutions shall use commercially reasonable efforts to identify, communicate and mitigate such third-party risks but does not guarantee the performance, quality, availability or suitability of products or services supplied by third parties.

The inability of MedIT Solutions to achieve anticipated project outcomes, service levels, timelines, performance targets or business objectives due to third-party deficiencies shall not constitute a breach of contract by MedIT Solutions.
5. Use of Third-Party Products
5.1MedIT shall be entitled to use third-party products in the performance of an Agreement. MedIT shall not be liable for such third-party products where the use thereof has been communicated to the Client in writing.
5.2Where MedIT integrates its own products or products obtained from third parties with products not supplied by MedIT, MedIT shall not be liable for any consequences arising from such integration.
6. Intellectual Property Rights
6.1Ownership: All Intellectual Property Rights, including but not limited to copyrights, database rights, design rights, know-how and related proprietary rights, relating to software, designs, documentation, analyses, reports and other materials developed or made available by MedIT Solutions shall remain the exclusive property of MedIT Solutions, regardless of whether such materials were developed specifically for the Client.
6.2 License to Use: The Client shall receive only a non-exclusive, non-transferable right to use the software supplied by MedIT Solutions for its internal business operations and solely in accordance with the purpose and scope agreed under the relevant Agreement. Such right of use shall not include the right to:
  • copy, reproduce, modify, distribute or otherwise make the software available to third parties;
  • modify, adapt or create derivative works from the software;
  • reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, architecture, business logic or underlying design of the software; or
  • sublicense, lease, rent, assign, transfer or commercially exploit the software.
6.3MedIT Application Development Framework and Standards: MedIT Solutions maintains a proprietary collection of software standards, architectural components and Application Development Framework Building Blocks used in the development of software and custom solutions. These frameworks, components and standards form the foundation of MedIT Solutions' development methodology and shall remain the exclusive property of MedIT Solutions at all times. Under no circumstances shall such software components be sold, assigned, licensed, transferred or otherwise conveyed to the Client, regardless of whether such components are incorporated into a Deliverable, software solution or custom development project.
6.4 Custom Developed Code: All Intellectual Property Rights in and to any custom-developed functionality, software or Source Code ("Custom Developed Code") shall remain exclusively vested in MedIT Solutions unless expressly transferred pursuant to a separate written agreement executed by both Parties.

Payment for software development services, project services, consulting services, implementation services or Custom Developed Code shall not in itself constitute a transfer of ownership of any Intellectual Property Rights.

Any transfer of Intellectual Property Rights:
  • must be expressly agreed in writing;
  • shall be limited to the specific components identified in the transfer agreement;
  • shall be subject to additional compensation agreed between the Parties; and
  • shall become effective only after full payment of all amounts due.
Where MedIT Solutions provides Source Code relating to Custom Developed Code, such Source Code shall be provided solely for informational, audit or reference purposes. Such Source Code:
  • is not intended to enable the independent operation, reproduction or further development of the software;
  • may contain references to proprietary MedIT frameworks and components;
  • shall not be provided in a compilable or production-ready format;
  • shall not include runtime components, framework libraries, build environments or proprietary dependencies required to operate the software outside the MedIT environment.
The Client may use any Source Code provided solely for its internal business purposes and shall not disclose, reproduce, distribute, license, transfer, publish, sell or otherwise make such Source Code available to any third party without the prior written consent of MedIT Solutions.
6.5Retention of Reuse Rights: As the MedIT development methodology is based on reusable Building Blocks and a modular software architecture, MedIT Solutions shall at all times retain the right to reuse all or part of any Custom Developed Software or Custom Developed Source Code in other projects or for other clients. The Client shall not derive any exclusivity rights, restrictions or limitations from the development of such software unless expressly agreed otherwise in writing.
6.6 Intellectual Property Indemnification: MedIT shall indemnify the Client against third-party claims alleging infringement of Intellectual Property Rights arising solely from products developed and supplied directly by MedIT. This indemnification shall not apply to products for which MedIT has informed the Client in writing that such products were obtained from third parties.

The foregoing indemnification shall apply only if:
  • the Client promptly notifies MedIT in writing of any such claim;
  • the Client refrains from admitting liability, negotiating settlements, conducting a defense or taking any position regarding the claim without MedIT's prior written consent, and
  • the Client provides MedIT with full authority and reasonable cooperation to conduct the defense and settlement of the claim.
6.7Retention of Knowledge and Experience: MedIT shall be entitled to use the knowledge, experience, methodologies, concepts, techniques and skills acquired during the performance of the Services for other purposes and projects, provided that no confidential information relating to the Client is disclosed to third parties.
6.8Order of Precedence: The provisions of this Article 6 shall prevail over any conflicting provisions contained in the Client's purchasing conditions, procurement terms, contractual terms or other general conditions.
6.9 Retained Rights in Reusable Components and Development Assets: As the development methodology of MedIT Solutions is based upon reusable Building Blocks, generic software components and a modular architecture, MedIT Solutions shall at all times retain the unrestricted right to reuse, modify, enhance, further develop and apply components of, concepts derived from, functionalities contained in, architectural elements of, or the entirety of any Custom Developed Software in other projects or for other clients.

This right includes, without limitation:
  • generic business logic;
  • software components;
  • user interface components;
  • integration components,
  • workflows;
  • database structures;
  • architectural patterns;
  • technical designs; and
  • programming concepts developed during the performance of the Agreement.
The Client shall not acquire any exclusive rights in relation to such elements unless expressly agreed otherwise in a separate written agreement signed by both Parties.
7. Retention of Title
7.1All goods, materials, software, Deliverables and other items supplied to the Client shall remain the property of MedIT until all amounts owed by the Client to MedIT under the Agreement, whether for products delivered or to be delivered and/or Services performed or to be performed, have been paid in full.
7.2With respect to hardware and equipment supplied by MedIT, ownership shall remain vested in MedIT until the purchase price has been paid in full and until all other claims for which retention of title is legally permissible have likewise been satisfied in full.
7.3Use of Services may be suspended in accordance with Article 13.4.
8. Fees and Invoicing
8.1 Fees and Price Adjustments: MedIT Solutions reserves the right to periodically adjust agreed fees, rates and charges where structural or long-term cost increases or changes in market conditions occur.

Such cost increases may include, without limitation:
  • inflation;
  • increases in salary and employment costs;
  • currency exchange fluctuations;
  • energy costs;
  • cloud and infrastructure costs;
  • hosting costs;
  • software licensing costs;
  • subscription fees;
  • maintenance costs;
  • support costs;
  • supplier costs; and
  • any other business-related factors affecting the cost of providing Services.
MedIT Solutions shall notify the Client in writing of any such price adjustment in advance. Where a Continuing Agreement exists and the Client does not wish to accept a material price increase, the Client shall be entitled to terminate the relevant agreement by written notice subject to a notice period of thirty (30) days, unless the price increase results from legally mandated charges or costs imposed by third parties.
8.2Taxes: All agreed fees, rates and charges are exclusive of turnover tax, sales tax, value-added tax, withholding tax and any other taxes, duties or governmental levies imposed now or in the future.
8.3Payment Terms: All invoices shall be paid within ten (10) days of the invoice date unless an earlier payment date is specified on the invoice.
8.4Late Payments: If payment is not made when due, the Client shall, without the need for further notice of default, be liable for cumulative interest at the rate of one and one-half percent (1.5%) per month calculated on the outstanding balance from the original invoice date. MedIT shall furthermore be entitled to charge additional administrative costs, collection costs, legal fees and recovery expenses. All judicial and extrajudicial costs incurred in obtaining payment shall be borne by the Client.
8.5Collection Costs: The Client shall reimburse MedIT for all costs incurred in collecting outstanding amounts, including but not limited to legal fees, attorney fees and debt collection expenses.
8.6Initial Project Invoice: At the commencement of a fixed-term project or limited-duration continuing engagement, MedIT shall be entitled to invoice twenty percent (20%) of the estimated project budget.
8.7Project and Development Invoicing: Unless otherwise agreed in writing, MedIT Solutions shall be entitled to invoice project services, consulting services, implementation services, development services, customization services and other one-time Services upon completion of the relevant milestone, Deliverable or phase. For software development projects, a Deliverable shall be deemed completed for invoicing purposes when the developed functionality has been made available to the Client for testing, acceptance testing or user validation, irrespective of whether such functionality has already been placed into production or Go-Live status. The Client's decision to postpone testing, acceptance, implementation or Go-Live shall not postpone MedIT Solutions' right to invoice completed work. The existence of any New Request, Change Request, enhancement, customization or additional functionality shall not delay or suspend invoicing of previously completed Deliverables.
8.8 One-Time Fees and Recurring Fees: Fees charged by MedIT Solutions may consist of either One-Time Fees or Recurring Fees.

One-Time Fees include, without limitation:
  • software development services;
  • customization services;
  • implementation services;
  • project services;
  • consultancy services;
  • data migration services;
  • training services; and
  • other non-recurring activities.
Recurring Fees include, without limitation:
  • software subscription fees;
  • SaaS fees;
  • hosting fees;
  • cloud service fees;
  • support fees;
  • maintenance fees;
  • monitoring services;
  • backup services; and
  • other recurring or subscription-based Services.
Unless otherwise agreed in writing, One-Time Fees shall be invoiced upon completion of the relevant Deliverable, milestone or Service. Recurring Fees shall be invoiced periodically in advance.
8.9Currency: Unless otherwise agreed in writing, invoices issued by MedIT Solutions may be denominated and payable in either Caribbean Guilders (XCG) or United States Dollars (USD), as specified on the applicable invoice. The Client shall pay each invoice in the currency stated on the invoice. Any exchange rate differences, bank charges, transfer fees, withholding taxes or other payment-related costs shall be paid exclusively by the Client. A payment obligation shall only be deemed fulfilled when the full invoiced amount has been received by MedIT Solutions in the currency specified on the invoice.
9. Acceptance
9.1Acceptance Testing: Deliverables as defined in a Continuing Agreement may be subject to an acceptance test agreed upon in advance by the Parties.
9.2Acceptance Period: Unless otherwise agreed, the Client shall have fifteen (15) days following delivery to test and evaluate the Deliverable. Should the Client identify any defects, deficiencies or non-conformities, the Client shall notify MedIT thereof in writing within eight (8) days after discovery.
9.3No Suspension of Obligations: The submission of complaints or defect reports shall not suspend any payment obligation or other contractual obligation of the Client.
9.4 Deemed Acceptance: A Deliverable shall be deemed accepted in full if:
  • the Client fails to provide written notice of any material defects, deficiencies or non-conformities during the applicable acceptance period;
  • the Client fails to complete or participate in the agreed acceptance testing process within the applicable acceptance period;
  • the Client uses the Deliverable, in whole or in part, in a production, operational or live business environment;
  • the Client permits end users to use the Deliverable for normal business operations; or
  • the Client otherwise acts in a manner that reasonably demonstrates acceptance of the Deliverable.
Any defects, deficiencies or non-conformities not reported in writing during the applicable acceptance period shall be deemed waived by the Client for acceptance purposes. Acceptance shall not be withheld or delayed due to the existence of minor defects or deficiencies that do not materially impair the intended use of the Deliverable.
9.5 Go-Live Following Acceptance: Upon acceptance of a Deliverable, whether by formal written acceptance or by deemed acceptance pursuant to Article 9.4, the Client shall proceed with the implementation and productive use of the Deliverable within a reasonable period.

The existence, submission, analysis, design, development or implementation of any New Request, Change Request, enhancement, customization or additional functionality shall not postpone, suspend or otherwise affect the acceptance of previously delivered functionality, provided that such previously delivered functionality is capable of being used in accordance with the agreed specifications.

Any New Request or Change Request shall be treated as a separate request and shall not constitute grounds for delaying Go-Live of the accepted Deliverable unless MedIT Solutions expressly agrees otherwise in writing.

Any recurring fees, hosting fees, SaaS subscription fees, cloud service fees, maintenance fees, support fees or other agreed recurring charges shall commence on the earlier of:
  • the actual Go-Live date; or
  • fifteen (15) calendar days after acceptance of the Deliverable.
Where the Client delays Go-Live beyond such period, MedIT Solutions shall be entitled to invoice the applicable recurring fees and charges as if the solution had gone live. MedIT Solutions shall not be liable for delays, costs, inefficiencies or project impacts resulting from the Client's decision to postpone or defer the Go-Live of an accepted Deliverable.
10. Application Helpdesk Support
10.1 Transition to Application Helpdesk Support: Upon completion of the implementation project and following the expiration of the post go-live support period of fourteen (14) calendar days, responsibility for ongoing support of the delivered application, software solution and related functionality shall be transferred to the MedIT Application Helpdesk.

From that date onward, all Issues, New Requests, Change Requests, and Support requests and functional questions relating to the delivered application or solution shall be submitted exclusively through the MedIT Application Helpdesk. Requests shall be submitted by e-mail to one of the following addresses:
  • helpdesk@medit.cw
  • helpdesk@meditsol.net
10.2 Scope of Application Helpdesk Support: Unless otherwise agreed in writing, the MedIT Application Helpdesk provides support services relating exclusively to the delivered application, software solution and associated business functionality. The standard Application Helpdesk Support services include the following categories:

Issues (Incidents)
An "Issue" or "Incident" means a malfunction, defect, system error or failure whereby functionality that was previously designed, developed, accepted and operating in accordance with the agreed specifications no longer operates as intended or produces incorrect, incomplete or unexpected results.

An Issue may include, but is not limited to:
  • application errors;
  • system-generated error messages;
  • processing failures;
  • incorrect calculations;
  • integration failures;
  • unexpected application behavior;
  • software defects;
  • functionality no longer operating in accordance with the approved design or specifications.
New Requests
A "New Request" means a request for functionality, features, processes, reports, integrations, interfaces or capabilities that are not currently available within the delivered application or solution and therefore require analysis, design, development, testing and implementation.

New Requests are not included within standard Application Helpdesk Support and may result in additional charges. Upon receipt of a New Request, MedIT Solutions shall:
  • perform an impact analysis;
  • determine the functional and technical requirements;
  • prepare a proposed solution design;
  • prepare a cost estimate and implementation proposal.
No development activities shall commence until the Client has approved the impact analysis, proposed design and cost estimate in writing.
Change Requests
A "Change Request" means a request to modify, revise, extend or enhance functionality that already exists within the delivered application or solution.

Change Requests are not included within standard Application Helpdesk Support and may result in additional charges. Upon receipt of a Change Request, MedIT Solutions shall:
  • analyze the requested modification;
  • prepare a functional and/or technical design;
  • demonstrate the proposed solution to designated Client representatives or users where appropriate,
  • prepare a cost estimate for implementation.
Development and implementation shall commence only after the Client has approved the proposed design and cost estimate in writing.
Support
"Support" means providing guidance, advice and assistance regarding the effective use of the delivered application in circumstances where business processes, procedures, organizational structures or operational workflows within the Client's organization are changing or evolving.

Support may include:
  • recommendations regarding the optimal use of existing functionality;
  • guidance on how business processes can be supported by the application;
  • clarification of application functionality;
  • assistance with process optimization;
  • functional guidance relating to system usage.
Support does not include software development, software modifications, infrastructure management or technical system administration unless otherwise agreed in writing.
10.3Ticket Classification: Upon receipt of a ticket, request or support inquiry, MedIT Solutions shall perform an initial assessment to determine the nature and classification of the request. The final classification of a ticket as an Issue, New Request, Change Request, Functional Support request or Functional Question shall be determined by the MedIT Service Manager, Application Support Manager or another designated representative of MedIT Solutions. The classification determined by MedIT Solutions shall be leading for the purpose of handling, prioritization, estimation, quotation and invoicing of the requested activities.
10.4 Ticket Information Requirements: The Client shall provide sufficient information, documentation and supporting details to enable MedIT Solutions to assess, classify, reproduce and process a submitted ticket. Such information may include, where applicable:
  • a clear description of the issue or request;
  • screenshots or screen recordings;
  • error messages;
  • user details;
  • transaction numbers;
  • dates and times of occurrence;
  • supporting documentation; and
  • any other information reasonably required for investigation.
If a ticket does not contain sufficient information, MedIT Solutions may request additional information from the Client and may place the ticket on hold until the requested information has been received.
10.5 Exclusions: Unless expressly agreed otherwise in writing, the following services are excluded from the scope of Application Helpdesk Support:
  • local area networks (LAN);
  • internet connectivity;
  • routers, switches, firewalls and network infrastructure;
  • workstation computers, laptops and mobile devices;
  • operating systems;
  • printers, scanners and peripheral equipment;
  • databases managed by third parties;
  • third-party software applications;
  • third-party cloud services;
  • telecommunications systems;
  • hardware maintenance and repair;
  • infrastructure management services not supplied by MedIT Solutions.
10.6Service Levels: Any response times, resolution targets, service levels or availability commitments shall only apply where expressly agreed in a separate Service Level Agreement ("SLA") executed between MedIT Solutions and the Client. In the absence of a separate SLA, MedIT Solutions shall use commercially reasonable efforts to process and respond to helpdesk requests in accordance with its standard support procedures.
10.7Chargeable Services: Unless expressly included in a maintenance agreement, support agreement, SLA or other written agreement, New Requests, Change Requests, consultancy activities, process optimization services, training services and all other activities requiring analysis, design, development or implementation shall be separately quoted and billed at MedIT's applicable rates.
10.8 Support Hours and Ticket Prioritization: Unless otherwise agreed in a separate SLA, the MedIT Application Helpdesk operates during normal business hours from Monday through Friday between 08:00 and 17:00 Curaçao Time (UTC-4), excluding public holidays observed in Curaçao.

A. Normal Priority Issues
Issues classified by MedIT as Normal Priority Issues shall generally be reviewed and assigned for investigation within one (1) Business Day following receipt of a properly submitted ticket.
B. Critical Incidents
Issues classified by MedIT as Critical Incidents in accordance with Article 10.9 shall receive priority handling. Provided that the Client has complied with the Critical Incident reporting procedure, MedIT shall use commercially reasonable efforts to commence investigation and response activities immediately or, where immediate response is not reasonably possible, within four (4) business hours following receipt and classification of the Critical Incident.
C. New, Change, and Support Requests
New, Change, and Support Requests are not processed as operational support incidents. Following classification, such requests shall be reviewed, prioritized and scheduled by MedIT in consultation with the Client.

No Guaranteed Resolution Times: Unless expressly agreed in a separate SLA, MedIT does not guarantee any specific resolution, implementation or completion times for Issues, Critical Incidents, New Requests, Change Requests or Support requests.
10.9 Critical Incidents and Emergency Escalations: A "Critical Incident" means an Issue that causes a complete interruption of the Client's production environment or prevents the Client from performing essential business operations through the delivered application.

Examples of Critical Incidents may include:
  • complete system unavailability;
  • inability of all users to access the application;
  • critical processing failures preventing normal business operations;
  • data corruption affecting production operations; or
  • other Issues that effectively stop the Client's production environment.
For a Critical Incident to be treated as an emergency escalation, the Client must:
  • submit the Issue to the MedIT Helpdesk by e-mail using the designated helpdesk e-mail address; and
  • immediately notify MedIT by telephone through the official MedIT support telephone number.
An Issue shall only be classified as a Critical Incident after MedIT has confirmed the classification following its initial assessment.
11. Confidentiality
11.1 Confidential Information: Both Parties shall maintain strict confidentiality regarding all confidential information obtained from the other Party or from any other source in connection with the Agreement. Confidential information includes, but is not limited to:
  • business processes;
  • customer information;
  • financial information;
  • technical documentation;
  • source code;
  • data models; and
  • business strategies.
Information shall be considered confidential if its nature so requires or if it has been designated as confidential by the disclosing Party.
11.2Confidentiality Obligations of MedIT: MedIT shall maintain confidentiality with respect to all data, software, documentation and information made available to MedIT, its employees or subcontractors by or on behalf of the Client.
11.3Client-Specific Information: MedIT Solutions shall use the Client's business-specific situations, methods and data solely for the performance of the agreed Services and shall not disclose such information to third parties, except to employees and subcontractors within the MedIT organization who require such information for the execution of the Agreement and who are bound by confidentiality obligations.
11.4Reuse of Generic Concepts: MedIT Solutions shall not use the Client's business model as the basis for commercial or functional solutions for other clients. Nothing in this provision shall restrict MedIT Solutions from reusing generic concepts, frameworks, methodologies and Building Blocks forming part of its software architecture, development framework or professional methodology, provided that no confidential information of the Client is used or disclosed.
11.5 Handling of Client Data: With respect to all information received from the Client, MedIT shall use reasonable efforts to:
  • store such information securely;
  • use such information solely for its intended purpose; and
  • return such information to the Client upon completion of the Agreement or, with the Client's consent, securely destroy such information.
11.6Mutual Confidentiality: The confidentiality obligations set forth above shall equally apply to the Client with respect to information provided by MedIT and any information otherwise obtained by the Client concerning MedIT's products, methodologies, business operations, software, frameworks, documentation or services.
11.7Duration of Confidentiality: The obligations contained in this Article shall remain in effect for as long as the relevant information retains its confidential nature, including after termination or expiration of the Agreement.
11.8Ownership of Data: All data, files, documents, transactions, databases and other information supplied by the Client to MedIT Solutions, or processed or stored on behalf of the Client within the software solutions provided by MedIT Solutions, shall remain the exclusive property of the Client at all times. MedIT Solutions shall acquire only a limited right to use, process, store, reproduce and access such information to the extent necessary for the provision of the agreed Services, support, hosting, maintenance, security, backup, analysis and compliance with legal obligations. Unless expressly agreed otherwise in writing, MedIT Solutions shall acquire no ownership rights whatsoever in the Client's data.
12. Liability
12.1General: In the event of a breach of contract by MedIT, MedIT shall compensate the resulting damages only in accordance with the provisions of this Article and except where such breach results from a Force Majeure event as described in Article 14.
12.2Limitation to Direct Damages: MedIT's liability shall be limited exclusively to direct damages. Under no circumstances shall MedIT be liable for indirect, consequential, incidental, punitive or special damages.
12.3 Maximum Liability: The total aggregate liability of MedIT arising from or relating to any breach of contract, wrongful act or other legal basis shall never exceed the lesser of the following amounts:
  • The fees charged or payable to MedIT for the relevant assignment during the three (3) months immediately preceding the event giving rise to the claim, whereby a series of related events shall be treated as a single event.
  • An absolute maximum amount of USD 100,000 (one hundred thousand United States Dollars).
12.4 Excluded Damages: Under no circumstances shall MedIT be liable for:
  • Indirect or consequential damages, including but not limited to financial losses, commercial losses, loss of profits, loss of revenue, loss of goodwill, loss of business opportunities, loss of use, loss of customer relationships, business interruption, loss of data, corruption of data, loss of anticipated savings or payments owed to third parties;
  • Costs associated with the reconstruction, restoration or reproduction of data, information or records that have been partially or wholly lost;
  • Damages resulting from delays, missed deadlines or failure to meet delivery schedules.
12.5Client Indemnification: The Client shall indemnify and hold harmless MedIT against all third-party claims relating to products or services supplied by MedIT to the extent such claims exceed the liability limitations contained in these Terms.
12.6Limitation Period: Any claim for damages against MedIT shall be brought before a competent court within twelve (12) months after the occurrence of the event giving rise to the claim. Failure to commence legal proceedings within such period shall result in the permanent forfeiture of the claim unless MedIT and the Client have expressly agreed in writing upon compensation within that period.
12.7Employees and Subcontractors: The liability limitations set forth in this Article shall apply equally to MedIT's employees, directors, officers, contractors, subcontractors and any third parties engaged by MedIT in connection with the delivery of products or Services.
13. Termination and Suspension
13.1 Immediate Termination: Either Party shall be entitled to terminate or dissolve any Agreement, in whole or in part, without prior notice of default or court intervention if:
  • The Client is granted provisional or final suspension of payments, or an application for such suspension has been filed;
  • The Client is declared bankrupt or an application for bankruptcy has been filed;
  • The Client ceases its business operations for reasons other than those referred to above;
  • A prejudgment attachment, execution attachment or similar legal seizure is imposed on movable property, immovable property or claims belonging to the Client; or
  • Where the other Party is a natural person and becomes subject to guardianship, legal incapacity or a comparable legal measure.
13.2Termination for Breach: A Party shall be entitled to terminate an Agreement without court intervention, following written notice of default, if the other Party fails to comply with one or more material obligations under the Agreement or if performance has become permanently impossible.
13.3 Surviving Obligations: Termination, cancellation or dissolution of an Agreement shall not release the Client from payment obligations relating to products delivered or Services performed by MedIT prior to the termination date.

The following provisions shall survive termination and remain fully enforceable:
  • Confidentiality — The confidentiality obligations contained in Article 11.
  • Intellectual Property Rights — All reservations and protections concerning ownership of software, Deliverables, Intellectual Property Rights and related documentation.
  • License Restrictions — All limitations, restrictions and conditions applicable to licenses granted to the Client in relation to software and related documentation.
Termination or dissolution shall operate prospectively only and shall not have retroactive effect.
13.4 Suspension of Hosting, Cloud, and SaaS Services for Non-Payment: The use of hosting services, cloud services, and Software-as-a-Service ("SaaS") services and any related subscription-based services provided by MedIT shall only be permitted for as long as the Client complies with its payment obligations.

In the event of outstanding invoices or overdue payments, MedIT reserves the right, upon written notice, to temporarily suspend or restrict access to such Services until all outstanding payment obligations have been fulfilled. Such suspension may include:
  • disabling user access;
  • restricting application functionality;
  • disabling integrations, interfaces or API connections;
  • blocking remote access; and
  • temporarily taking hosted environments or services offline.
If payment remains outstanding for more than ninety (90) consecutive days following suspension, MedIT shall be entitled, upon prior written notice, to terminate the affected Hosting Services, Cloud Services or SaaS Services. Following such termination, MedIT may remove, archive or permanently delete any hosted environments, backups, stored data, configurations and related resources associated with the Services.
14. Interruption of Services
14.1 Right to Suspend Services: MedIT reserves the right to temporarily suspend the provision of Services without any obligation to compensate the Client for damages arising from such unavailability if:
  • Payment Default — The Client has an outstanding payment arrears exceeding sixty (60) days and has failed to remedy such default within the period specified in a written demand for payment.
  • Security Risks — MedIT has determined that circumstances beyond its reasonable control, including but not limited to viruses, malware, cybersecurity threats or other harmful developments, may jeopardize the integrity, security or operation of MedIT's infrastructure and/or the Client's infrastructure.
  • Violation of Usage Policies — MedIT has determined that the Client is not complying with the applicable guidelines, policies or instructions regarding the use of MedIT's infrastructure and is therefore acting in violation of these Terms.
15. Force Majeure
15.1 Definition: For the purposes of these Terms, "Force Majeure" means any circumstance beyond the reasonable control of a Party that cannot be attributed to its fault and which cannot reasonably be borne by such Party under applicable law, legal act or generally accepted standards of commerce, including any external cause, whether foreseeable or unforeseeable, over which a Party has no control and which prevents or materially impedes the performance of its obligations.
15.2Suspension of Obligations: In the event of Force Majeure, the affected Party's obligations and any related obligations shall be suspended, in whole or in part, for the duration of the Force Majeure event. Neither Party shall be liable to the other for any damages resulting from such suspension.
15.3Notification Requirement: A Party invoking Force Majeure shall notify the other Party in writing as soon as reasonably practicable after the occurrence of the Force Majeure event and, where possible, provide supporting evidence.
15.4Permanent Impossibility of Performance: If, as a result of Force Majeure, a Party becomes permanently unable to perform its obligations, either Party may terminate the Agreement without court intervention and without liability for damages.
15.5 Exclusion of Liability: MedIT shall not be liable for any direct or indirect consequences of Force Majeure, including but not limited to:
  • governmental orders, regulations or restrictions;
  • international conflicts or geopolitical events;
  • terrorist acts or armed conflicts;
  • civil unrest, riots or disturbances;
  • labor disputes, strikes or workforce disruptions;
  • failures of suppliers, service providers or subcontractors;
  • embargoes, sanctions, lockouts or boycotts; and
  • other circumstances beyond the reasonable control of MedIT.
16. Provision of Personnel
16.1Applicability: This Article applies exclusively where MedIT Solutions makes one or more employees, consultants or other personnel available to the Client on a temporary or ongoing basis for the performance of Services ("Assigned Personnel"). Assigned Personnel shall remain employees or contractors of MedIT Solutions at all times and shall not become employees, agents or representatives of the Client.
16.2Responsibilities: The Client shall be responsible for the day-to-day management, task allocation, supervision and prioritization of activities performed by Assigned Personnel while operating within the Client's organization. Unless expressly agreed otherwise in writing, MedIT Solutions shall not guarantee any specific project result, business outcome or operational objective arising from activities performed under the direction or supervision of the Client.
16.3Replacement of Personnel: MedIT Solutions reserves the right to replace Assigned Personnel with personnel possessing substantially equivalent qualifications, experience and skills. MedIT Solutions shall use commercially reasonable efforts to minimize disruption resulting from such replacement.
16.4Client Facilities and Cooperation: Where Services are performed at the Client's premises or within the Client's environment, the Client shall provide all facilities, workspace, equipment, software, access rights, information and other resources reasonably required for the performance of the Services. Any delays resulting from the Client's failure to provide such facilities or cooperation shall be at the Client's risk and expense.
16.5Non-Solicitation of Personnel: The Client acknowledges that MedIT Solutions makes substantial investments in the recruitment, training and development of its personnel. During the term of the Agreement and for a period of twenty-four (24) months following its termination, the Client shall not directly or indirectly employ, engage, contract with or otherwise utilize Assigned Personnel without the prior written consent of MedIT Solutions. In the event of a breach of this provision, the Client shall immediately owe MedIT Solutions a contractual penalty of USD 50,000 per violation, without prejudice to MedIT Solutions' right to claim additional damages.
17. Governing Law
17.1These Terms and all Agreements governed by them shall be exclusively governed by and construed in accordance with the laws of Curaçao, excluding any conflict-of-law rules that would result in the application of another jurisdiction's laws. Should any provision of these Terms be held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects its original purpose and intent.
18. Jurisdiction
18.1Any dispute arising out of or relating to the formation, interpretation, validity, performance, termination or enforcement of an Agreement, including any subsequent agreements derived therefrom, and any other dispute connected with such Agreement, whether contractual, statutory or otherwise, shall be submitted exclusively to the Court of First Instance of Curaçao (Gerecht in Eerste Aanleg van Curaçao), sitting in Curaçao.
General Terms & Conditions — MedIT Solutions B.V. — Version: 1-MAR-2010