General Terms of Use of the CONUS Software for Institutions
Convenience translation. This English version of the terms of use for institutions is provided for convenience only and is not legally binding. Only the German version (Allgemeine Nutzungsbedingungen der CONUS Software für Institutionen) is authoritative and governs the contractual relationship. In the event of any discrepancy or conflict between the German version and this English translation, the German version shall prevail.
1. Contracting Parties
The following General Terms of Use form part of the contract concluded between
CONUS Medical Solutions GmbH
Alte Ziegelei 2 - 4
51491 Overath
Germany
represented by the managing director Vincent Paffrath, registered in the commercial register of the Local Court of Cologne under HRB 110987 (hereinafter "CONUS")
and
the respective medical institution, in particular hospitals, medical practices, medical care centers, or comparable institutions (hereinafter "Institutional Contracting Party")
concerning the use of the "CONUS Software" (hereinafter "Institutional License Agreement").
2. Subject Matter of the Contract
2.1 CONUS is the rights holder, provider, and operator of the software solution "CONUS" developed by CONUS ("CONUS Software"). During the term of the Institutional License Agreement, the CONUS Software is made available to the Institutional Contracting Party for use as an online service via the website www.conus-med.com and via the CONUS App for iOS and Android.
2.2 The subject matter of the Institutional License Agreement is the granting of an institutional license for the use of the CONUS Software by the Institutional Contracting Party and the authorized users designated by it, to the extent described in this contract. Which functionalities, content, and modules of the CONUS Software are covered by the institutional license in detail is set out in the cover sheet to the Institutional License Agreement.
2.3 The CONUS Software is a digital companion for physicians, nursing professionals, and other professionals working in healthcare or in corresponding fields of training. It serves in particular for education, further training, and continuous professional development, as well as for support in daily clinical work. For this purpose, the CONUS Software provides clinical content, tools, and, where applicable, AI-supported functions.
2.4 All information provided in the CONUS Software refers to the medical standard in Germany. This means in particular that information on diagnostic or therapeutic procedures in other countries may deviate from the standards described in the CONUS Software. The same applies to information on commercial preparations and their use. This information refers to the approval status of the respective medicinal product in Germany. The approval status may be different in other countries.
2.5 The content of the CONUS Software is created and maintained by a professional editorial team. This editorial team consists of a qualified core team of physicians and works according to a structured, multi-stage internal review process that checks the content in particular for scientific currency, internal consistency, and comprehensibility. The content is continuously supplemented and updated. Due to the dynamics of medical knowledge and the large amount of available information, the CONUS Software nevertheless cannot guarantee a complete and in every respect up-to-date presentation of all medical information.
2.6 The information contained in the CONUS Software does not constitute binding diagnostic instructions, treatment instructions, or therapy instructions. Medical decisions, in particular diagnoses, therapy decisions, and other measures in patient care that are made using the CONUS Software, are the sole responsibility of the respective user. The use of the CONUS Software does not release the authorized users from the obligation to make decisions on their own responsibility on the basis of the current state of science and research and taking into account the specific individual case and the individual patient characteristics.
2.7 The AI-supported functions provided within the CONUS Software, in particular "CONUS Intelligence", serve exclusively general information and educational purposes. These functions are not intended for use in the context of individual patient care and do not provide patient-specific medical recommendations.
2.8 CONUS does not guarantee that the CONUS Software can be used via any public data connection or on all end devices available on the market. Functionality requires a suitable hardware and software environment and a sufficient internet connection, for the provision of which the Institutional Contracting Party and the authorized users are themselves responsible.
2.9 Insofar as content is displayed within the CONUS Software in languages other than the German version, this is generally automatically generated machine translation provided via an interface to an AI-supported translation service. The translated versions are not part of the content of the CONUS Software for which CONUS is editorially responsible. CONUS does not carry out these translations itself and does not review their content. The machine-generated translations do not meet CONUS's editorial diligence and quality standards. Translation errors can therefore not be ruled out. The machine translation does not replace a translation prepared by a language-proficient professional, whose consultation is recommended in case of doubt.
2.10 The use of the CONUS Software by natural persons takes place via individual user accounts. The use of a user account is additionally subject to the respective current "General Terms of Use of the CONUS Software for Users", to which the respective user must agree during registration.
3. Contract Structure, Authorization of Use, and Duties to Inform
3.1 The Institutional Contracting Party wishes to enable its physicians and other medical professionals to use free of charge those content and functions of the CONUS Software that relate specifically to the institution (hereinafter "institutional content and functions"), without the authorized users being charged a separate fee for this. This includes in particular, insofar as agreed in the cover sheet, the institution-specific product portfolio (for example, overviews of implant and medical technology products), internal standards and procedural instructions, as well as team-related information within the institution. For this purpose, CONUS grants the Institutional Contracting Party an institutional license for the CONUS Software. On the basis of this institutional license, the Institutional Contracting Party may admit the group of persons provided for in this contract (the "Authorized Users") to use the institutional content and functions. Which categories of persons qualify as Authorized Users and which institutional content and functions are covered by the institutional license in detail is set out in the cover sheet to the Institutional License Agreement. The number of user accounts set up or linked for this purpose is not limited, as long as the persons concerned belong to the agreed categories of Authorized Users. This does not affect the possibility for CONUS to provide individual users with additional functions of the CONUS Software on the basis of separate agreements, which are not covered by the institutional license and for which a separate fee may apply. The obligation of the Institutional Contracting Party to pay the license fee regulated in Section 6 remains unaffected by this.
3.2 The Institutional License Agreement is not a contract for the benefit of third parties within the meaning of Section 328 (1) of the German Civil Code (BGB). Rather, it establishes the authorization of CONUS to provide the CONUS Software directly to the Authorized Users and to render services with discharging effect vis-à-vis the Institutional Contracting Party. CONUS is only obligated towards the Authorized Users insofar as a separate usage relationship exists between CONUS and the respective Authorized Users on the basis of the "General Terms of Use of the CONUS Software for Users".
3.3 A prerequisite for the use of the CONUS Software by a natural person is the setup of an individual user account and consent to the applicable "General Terms of Use of the CONUS Software for Users". A user account can either be newly set up as part of a registration process initiated by the Institutional Contracting Party or assigned to an already existing user account of a person. The use of the CONUS Software within the scope of the institutional license is only possible if and as long as the person concerned qualifies as an Authorized User within the meaning of the cover sheet and their user account is linked to the institutional license of the Institutional Contracting Party. Functions of the CONUS Software going beyond this, which are not covered by the institutional license, can only be used by users on the basis of separate agreements with CONUS and, where applicable, against a separate fee.
3.4 CONUS is entitled to block the access of an Authorized User to the use of the CONUS Software within the scope of the Institutional License Agreement in whole or in part if
(1) the Authorized User concerned violates the "General Terms of Use of the CONUS Software for Users", this Institutional License Agreement, or other contractual obligations,
(2) CONUS becomes aware that the Authorized User does not or no longer belongs to the categories of Authorized Users agreed in the cover sheet, or
(3) there are concrete indications that the Authorized User is listed on an official sanctions list.
Further blocking rights of CONUS under the "General Terms of Use of the CONUS Software for Users" remain unaffected.
3.5 Granting access to the CONUS Software to persons who do not belong to the categories of Authorized Users agreed in the cover sheet or who are listed on an official sanctions list is not permitted. The joint use of a user account by several persons or the passing on of access data is likewise not permitted. If the Institutional Contracting Party nevertheless grants access to unauthorized persons or enables several persons to use a shared user account, CONUS is entitled to block the corresponding access and to claim appropriate remuneration or damages from the Institutional Contracting Party for the use exceeding the agreed scope of the contract.
3.6 The Institutional Contracting Party is obliged to inform CONUS upon request and without undue delay in the event of significant changes as to which organizational units and groups of persons belong to the Authorized Users and whether the scope or structure of the use of the CONUS Software within the framework of the institutional license changes significantly. This applies in particular to expansions, mergers, or structural changes of the institution that lead to a significant change in the authorized group of persons.
3.7 The Institutional Contracting Party shall inform the Authorized Users that
(1) all information provided in the CONUS Software refers to the medical standard in Germany and diagnostic and therapeutic procedures in other countries may deviate from this,
(2) all information on the use of certain commercial preparations refers to the approval status in Germany and the approval status in other countries may differ,
(3) translations of content displayed within the CONUS Software are regularly machine-generated translations that are not created or reviewed by CONUS, do not meet CONUS's editorial diligence and quality standards, and do not replace a translation prepared by a language-proficient professional, and
(4) the AI-supported functions provided within the CONUS Software, in particular "CONUS Intelligence", serve exclusively general information and educational purposes and are not intended for use in the context of individual patient care.
CONUS additionally informs the Authorized Users about these notices as part of the registration process and the "General Terms of Use of the CONUS Software for Users".
4. Scope of the Contract
4.1 The scope of the institutional license is set out in the cover sheet to the Institutional License Agreement. It specifies in particular which modules, specialist areas, and which institutional content and functions of the CONUS Software are available to the Institutional Contracting Party and the Authorized Users within the scope of the institutional license.
4.2 The use of the CONUS Software by the Institutional Contracting Party and the Authorized Users is limited to the contractual scope described in the cover sheet. Use of further content, modules, or functions not covered by the institutional license is only permitted on the basis of separate agreements with CONUS.
5. Contract Term and Termination of the Contract
5.1 The Institutional License Agreement is concluded for the contract term specified in the cover sheet.
5.2 After expiry of the contract term specified in the cover sheet, the Institutional License Agreement is extended by one further year in each case, unless it is terminated by one of the parties with a notice period of six (6) weeks to the end of the respective contract term. The termination must be in text form (for example, email is sufficient) and, insofar as offered by CONUS accordingly, can also be declared via a digital termination procedure at www.conus-med.com. In the event of an extension, the institutional license for the CONUS Software is continued for the further contract term. If the Institutional Contracting Party does not notify CONUS in good time that it does not wish to extend the contract, the Institutional Contracting Party is aware that the Institutional License Agreement automatically continues with the license fee adjusted, where applicable, in accordance with Section 7, and it authorizes CONUS to invoice the applicable license fee and, where applicable, to collect amounts due via a payment method deposited by the Institutional Contracting Party.
5.3 Upon termination of the contract term, the right of the Institutional Contracting Party and the Authorized Users to use the content and functions of the CONUS Software provided within the scope of the institutional license ends. The individual user accounts of the Authorized Users and any independent usage relationships between CONUS and the users remain unaffected. Further use of the CONUS Software by individual users after termination of the Institutional License Agreement is governed exclusively by the "General Terms of Use of the CONUS Software for Users" and any separately agreed services.
5.4 Apart from this, ordinary termination during the contract term agreed in the cover sheet is excluded. The right to extraordinary termination for good cause remains unaffected.
6. License Fee / Taxes and Other Charges
6.1 For the licensing of the CONUS Software, the Institutional Contracting Party pays CONUS the license fee agreed in the cover sheet. The license fee is based on the number of cases of the Institutional Contracting Party as defined in the cover sheet in the relevant reference period. Cases are the fully inpatient and outpatient treatment cases of the institution documented or billed in the reference period ("treatment cases per year"). The case numbers from the most recently published quality report of the Institutional Contracting Party (hospital quality report) in accordance with the applicable statutory provisions are generally decisive. Insofar as such a hospital quality report is not yet available or not publicly accessible, the case numbers most recently known to the Institutional Contracting Party shall be deemed decisive. Details on the determination of the reference period and the number of cases are additionally set out in the cover sheet. The license fee can also be set at EUR 0.00 in the cover sheet without this changing the underlying license model.
6.2 The agreed license fee is a net amount. The Institutional Contracting Party undertakes to pay CONUS this net amount in full and without deductions. Any taxes, fees, contributions, or other charges incurred in connection with the licensing are not included in the license fee and shall be borne by the Institutional Contracting Party in addition to the license fee.
6.3 The time of invoicing is decisive for the calculation and treatment of any taxes, fees, contributions, or other charges.
6.4 CONUS reserves the right to adjust the treatment of taxes, fees, contributions, and other charges in accordance with statutory provisions or official instructions. Should additional taxes, charges, or fees be incurred in relation to the licensing due to changes in tax legislation, official instructions, or for other reasons, the Institutional Contracting Party is obliged to bear these. CONUS will inform the Institutional Contracting Party of such changes as soon as CONUS becomes aware of them.
6.5 Unless otherwise agreed, the license fee is payable within 30 days of invoicing. Invoicing generally takes place annually in advance for the respective contract term.
7. Adjustment of the License Fee for the Institutional License
7.1 In the event of a contract extension pursuant to Section 5.2 of this Institutional License Agreement, the license fee for the institutional license may be adjusted. For the new contract term, those prices and calculation parameters (in particular case-based price scales or case number bands) apply which CONUS demands according to its then valid price and service list at the point in time eight (8) weeks before expiry of the notice period specified in Section 5.2. The amount of the license fee for the new contract term results from the calculation logic defined in the cover sheet, in particular from the number of cases incurred in the relevant reference period and the prices applicable at that time according to CONUS's price and service list.
7.2 The relevant reference period and the number of cases are generally derived from the most recently published quality report of the Institutional Contracting Party (hospital quality report) in accordance with the applicable statutory provisions. Insofar as such a hospital quality report is not available, not publicly accessible, or the information contained therein is not sufficient for the calculation of the license fee, the Institutional Contracting Party is obliged to provide CONUS with the case numbers required for the calculation of the license fee completely and truthfully. If the case numbers are not communicated or not communicated in time, CONUS may calculate the license fee on the basis of the most recently known data or other appropriate and comprehensible estimation bases. CONUS will notify the Institutional Contracting Party in text form of any calculation or adjustment of the license fee based on this, stating the underlying assumptions.
7.3 If the then valid price and service list of CONUS in conjunction with the relevant case numbers results in an increase or reduction of the license fee, CONUS must notify the Institutional Contracting Party of this increase or reduction in text form (email sufficient) no later than the point in time specified in Section 7.1. If CONUS fails to provide such notification, in particular in due time, CONUS cannot invoke an increase of the license fee for the immediately following contract extension, unless the parties have expressly agreed on a deviating license fee or an adjustment of the scope of the contract. A reduction of the license fee in favor of the Institutional Contracting Party remains unaffected by this.
7.4 An adjustment of the license fee in accordance with the above provisions does not affect the underlying license model. This applies in particular to the circumstance that the license fee may be stated as EUR 0.00 in the cover sheet for a contract term. In this case, CONUS may, upon a contract extension, set a license fee deviating from EUR 0.00 in accordance with Sections 7.1 to 7.3 and notify the Institutional Contracting Party thereof in good time in text form.
8. Availability of the CONUS Software
8.1 CONUS is obliged towards the Institutional Contracting Party to keep the CONUS Software available and accessible as an online service via the internet during the term of this Institutional License Agreement.
8.2 CONUS provides the CONUS Software with an availability of at least 99% in relation to the calendar year. This percentage refers to the period outside planned unavailability. Planned unavailability comprises the daily update and maintenance times regulated in Section 8.3 as well as the further maintenance times regulated in Section 8.4. These planned restrictions are not taken into account when determining availability.
8.3 Update and maintenance work may be carried out daily between 00:00 and 05:00 German time. During this time, the CONUS Software may temporarily be unavailable or only available to a limited extent.
8.4 CONUS will announce foreseeable maintenance work going beyond this at least 24 hours before it begins by means of a notice on the website. Maintenance times announced in good time do not count as unavailability within the meaning of Section 8.2, provided they do not last longer than 120 minutes.
9. Warranty and Reduction
9.1 If the CONUS Software fails outside the planned unavailability regulated in Sections 8.3 and 8.4 (hereinafter "Failure"), the Institutional Contracting Party is entitled, in accordance with the following provisions, to reduce or reclaim the license fee attributable pro rata to a calendar month for the month in which the Failure occurred. The amount of the reduction depends on the total duration of the Failures in the respective calendar month and, in the event of a Failure of more than
- 6 hours per calendar month: 5%
- 12 hours per calendar month: 12.5%
- 24 hours per calendar month: 25%
- 48 hours per calendar month: 50%
- 72 hours per calendar month: 100%
of the pro rata license fee attributable to that month.
9.2 In particular, technical problems or user errors related to the hardware and software used by the Institutional Contracting Party or by Authorized Users, their internet connection, or the use or administration of the user accounts do not count as a Failure within the meaning of this section.
9.3 For each calendar month of the contract term in which no reduction pursuant to Section 9.1 occurs, the difference between six hours and the downtime actually incurred in that month is credited as a downtime credit, provided the actual downtime in that month is less than six hours. If Failures occur in a later month, these are first offset against the total available downtime credit. A reduction pursuant to Section 9.1 only comes into consideration if there is no longer a sufficient downtime credit for the Failures that occurred in the month concerned.
9.4 A reduction under this section can be claimed by the Institutional Contracting Party either as a refund of the corresponding amounts or offset against license fees becoming due in the future.
9.5 Claims for warranty or reduction under this Section 9 do not exist for Failures or disruptions based on force majeure. This includes in particular events such as measures in the context of industrial disputes, strike, lockout, pandemics, or natural and environmental disasters.
9.6 In all other respects, the liability of CONUS is governed by the limitations pursuant to Section 13 of these General Terms of Use.
10. Rights of Use
10.1 CONUS grants the Authorized Users whose user accounts are linked to the institutional license of the Institutional Contracting Party, for the duration of the term of the Institutional License Agreement and only as long as they are authorized and authenticated for use, a simple, non-transferable right of use to the content and institutional functions of the CONUS Software covered by this Institutional License Agreement. In all other respects, the scope of the rights of use granted to the Authorized Users is governed by the applicable "General Terms of Use of the CONUS Software for Users".
10.2 The granting of the rights of use pursuant to Section 10.1 is subject to the condition precedent of full payment of the license fee agreed in the Institutional License Agreement by the Institutional Contracting Party.
11. Confidentiality / Secrecy
The parties shall treat all information and documents that become known to them in connection with the Institutional License Agreement, in particular the content and conditions of this Institutional License Agreement, confidentially and shall not disclose them to third parties. Statutory disclosure and publication obligations as well as CONUS's rights to name references pursuant to Section 14 remain unaffected by this. This obligation of confidentiality continues to apply after termination of the Institutional License Agreement.
12. Data Protection
12.1 The use of the CONUS Software involves the processing of personal data of the Authorized Users. This data processing takes place on the basis of the "General Terms of Use of the CONUS Software for Users" and CONUS's data protection information, in CONUS's own name and under CONUS's own responsibility as controller within the meaning of the data protection laws. In this respect, no processing of personal data of the Authorized Users on behalf of the Institutional Contracting Party takes place.
12.2 CONUS processes personal data of employees of the Institutional Contracting Party in principle only insofar as this is necessary for the establishment, performance, or termination of the Institutional License Agreement (Art. 6 (1) lit. b GDPR) or another statutory permission applies.
12.3 If user accounts of Authorized Users are linked to the institutional license of the Institutional Contracting Party, the Institutional Contracting Party can view information on these user accounts to the extent described in the data protection information, for example on the assignment of employees to the institution or on aggregated usage statistics. The Institutional Contracting Party is responsible for informing its employees about this to the necessary extent.
12.4 Details on the processing of personal data by CONUS are set out in CONUS's current data protection information, which can be found here.
13. Liability
13.1 Unless otherwise provided in this Institutional License Agreement, CONUS is liable for breaches of contractual or statutory obligations in accordance with the statutory provisions, but subject to the following limitations.
13.2 All content of the CONUS Software is created with great care and subjected to a multi-stage internal quality review process before its release. Nevertheless, CONUS does not guarantee the currency, correctness, completeness, or quality of the information provided. This applies in particular to information on diagnostic and therapeutic procedures, applications, forms of application and dosages, as well as to the question of whether commercial preparations specified in the context of therapy notes may be used in the relevant indication according to their respective approval status.
13.3 CONUS is not liable for content generated or posted by users.
13.4 Despite careful review in the event of any linking or embedding of third-party content within the CONUS Software, CONUS assumes no liability for the content of third-party authors or websites and their availability. The operators of third-party pages are solely responsible for their content and availability, even if they are linked to or embedded in www.conus-med.com and/or its subpages or subdomains.
13.5 CONUS is liable for damages, regardless of the legal basis, within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence, CONUS is liable, subject to statutory limitations of liability (for example, in the case of an insignificant breach of duty), only
(1) for damages resulting from injury to life, body, or health, and
(2) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfillment is a prerequisite for the proper performance of the Institutional License Agreement in the first place and on whose observance the Institutional Contracting Party may regularly rely); in this case, however, CONUS's liability is limited to compensation for the foreseeable, typically occurring damage.
13.6 The above limitations of liability also apply in favor of third parties as well as in the event of breaches of duty by legal representatives, employees, or other vicarious agents of CONUS, for whose fault CONUS is responsible under statutory provisions.
14. Naming as Reference
14.1 CONUS is entitled to name the Institutional Contracting Party as a reference vis-à-vis third parties during the term of the Institutional License Agreement.
14.2 CONUS is further entitled to use the logos of the Institutional Contracting Party for the purpose of advertising the CONUS Software. Use for other purposes is excluded. CONUS may also indicate on its own online presences and social media profiles (in particular LinkedIn, Instagram, Facebook, X, and YouTube) that a cooperation with the Institutional Contracting Party exists.
15. Choice of Law and Place of Jurisdiction
15.1 This Institutional License Agreement is governed by the law of the Federal Republic of Germany, excluding international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods (CISG).
15.2 If the Institutional Contracting Party is a merchant within the meaning of the German Commercial Code, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this Institutional License Agreement is the registered office of CONUS. Mandatory statutory provisions on deviating places of jurisdiction remain unaffected.
16. Final Provisions
16.1 In the event of official orders or court decisions, CONUS is entitled to adapt the content of the CONUS Software in accordance with the respective official or judicial requirements. If this results in a need to adapt this Institutional License Agreement, the parties will implement a corresponding contract amendment by mutual agreement.
16.2 There are no verbal side agreements to this Institutional License Agreement. Amendments or additions to this Institutional License Agreement must be made in text form to be effective. The same applies to the waiver of this text form requirement.
16.3 Should individual provisions of this Institutional License Agreement be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In this case, the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision. The same applies in the event of a gap in the contract.
Version: November 16, 2025