General Terms and Conditions
Version: 22 October 2026
1. Recitals
These General Terms and Conditions apply to the following companies, each referred to as “iCure” when it is the contracting entity named in the Sales Order:
iCure SA, a Swiss company limited by shares (société anonyme) with its registered office at Route de la Corniche 2, 1066 Epalinges, Switzerland, registered in the commercial register of the canton of Vaud under IDE CHE-270.492.477 (VAT CHE-270.492.477 TVA); and
iCure Belgium SRL, a Belgian private limited company (société à responsabilité limitée) with its registered office at Avenue des Eaux Vives 4, 1332 Genval, Belgium, registered with the Crossroads Bank for Enterprises under number 1017.767.847 (VAT BE 1017.767.847).
Each iCure entity is solely responsible for the Sales Orders it signs. iCure SA and iCure Belgium SRL are not jointly liable, and a Sales Order signed by one of them creates no obligation for the other.
Where no Sales Order has been signed, the contracting entity is determined by the hosting region selected by the Client when the Account is created: iCure SA where the Client selects hosting in Switzerland, and iCure Belgium SRL where the Client selects hosting in the European Union. The entity so determined is shown in the Client’s Account and on every invoice, and sets the billing currency, the governing law and the jurisdiction under Sections 8 and 17.6.
These General Terms and Conditions (Terms and Conditions) provide a legal framework for the use of the iCure Products and Services.
It governs all use of our Services (as defined below) and App/interface (or product) (as defined below) and all content available on or through the iCure GitHub repositories and the iCure Cockpit (collectively, “iCure Services”). iCure Services does not contain our additional consulting services (please refer to Support and Maintenance Agreement).
The Cardinal SDK (previously named iCure MedTech SDK) is a set of software created for Medical Data Storage and Management Solution in the cloud. It is accessible either by using Cardinal SDK, iCure Medtech SDK, and iCure Core SDKs, and through the Cardinal Cockpit. Client can learn more about the technology behind it here (https://cardinalsdk.com and https://docs.icure.com/sdks/intro).
The Cardinal Cockpit is a web application that can be used to access some of the iCure product functionalities. The Cockpit is used to create an account, manage applications and organise their Databases, as well as managing and assigning Administrators and users. Through the Cockpit, an overview of all the data generated, the devices connected, and the information about people who have access to that data, is available. Client can learn more about the technology behind it here (https://docs.icure.com/cockpit/intro).
The Client aims to develop or operate their digital health application and wishes to use for that purpose the solution offered by iCure Services.
iCure SA and iCure Belgium SRL are both certified under ISO/IEC 27001:2022 for information security, HDS v2 Activities 3 to 5 of the French Health Data Hosting, valid from 28/04/2025 to 27/04/2028. iCure has conducted all necessary validations, including external audits and penetration tests, to ensure the robustness of our systems. iCure Services for medical devices comply with ISO 13485:2016 and adhere to the requirements as defined under the Medical Device Regulation (MDR) (EU) 2017/745.
When the Client accepts, these Terms and Conditions form a legally binding contract between Client and iCure. If Client is entering into these Terms and Conditions on behalf of an entity, such as his/her employer or the company the Client works for, the Client represents that he/she has the legal authority to bind that entity.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE iCURE SERVICES, THE CLIENT ACKNOWLEDGES THAT HE/SHE HAS READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF THE CLIENT DOES NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, HE/SHE SHALL NOT ACCESS, BROWSE OR OTHERWISE USE THE iCURE SERVICES.
iCure may, in its sole discretion, elect to suspend or terminate access to, or use of the iCure Services to anyone who violates these Terms and Conditions.
If the Client registers for a free trial period of iCure Services, the applicable provisions of these Terms and Conditions will govern that free trial period.
The original language of these Terms and Conditions is English. In case of other translations provided by iCure, the English version shall prevail.
2. Definitions
Account The primary means for accessing and using the iCure Services, subject to payment of a Fee designated in the selected Plan.
Account Owner An employee working at a Client company. For example, a developer at a medical device company has created an account through iCure’s Cockpit (Account Owner is referred as Administrator in Cockpit).
Client Application (App in the Cockpit) A top hierarchy management structure for managing Databases, Users, connected devices, and Administrators. Each Database, User, Connected Device and Administrator belong to an App (the opposite does not apply).
A Database can only belong to one App while Users, Connected Devices and Administrators can connect to several. An App is always connected to one cluster, which is defined when creating an App. An App also has a name and one or several Administrators.
Authorization The set of rights and privileges on Cockpit interface and App assigned to an Administrator (all administrators defined in these Terms and Conditions) by the Client.
Business Days Shall mean Monday to Friday, excluding legal holidays at the registered office of the contracting iCure entity.
Business Hour Shall mean 9:00 a.m. to 5:00 p.m. (Central European Time) on Business Days.
Charges Means the rates, fees, charges and prices for the Services.
Client A natural or legal person who has accepted these Terms and Conditions with iCure (in most cases it is a Medical Device company) and can have access to iCure Services from the Subscription plan purchased.
Client Data Any data that has been created by the Client in a Database. iCure provides facilities to streamline the end-to-end encryption of the Client Data but it is the responsibility of the Client to trigger the encryption on the Client Data.
Consultancy Refers to the Consultancy Packages in the Maintenance and Support services which is available to the Client for additional extra fees (please refer to the Maintenance & Support Agreement).
Content Any electronic data contained within iCure Medtech or accessible through iCure Cockpit. Inclusive of but not limited to articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials, and any comments.
Database (DB) A database is an organised collection of structured information. Databases are contained within an App. An application can have a limitless number of Databases. These Databases contain users, healthcare parties, Medical Devices, patients, and data generated from devices or any application the Client developed. The properties of a Database can be customized by the Client.
Encrypted Data Data that has been rendered unintelligible to any person not authorized to access it through technological protection measures, even for iCure. Encryption occurs by means of asymmetric cryptographic algorithms. In order to decrypt the data, private keys (Private Key) are needed that are never available to iCure, solely to the Client. The Client has the responsibility and discretion to choose which data are encrypted.
Feature A function or set of functions providing a particular capability within iCure Services as determined by iCure.
Fee Regular payment for using iCure license subscription.
Free Trial Period Temporary access for trying out the iCure Services per any selected Plan without paying a Fee.
Healthcare Organization An organization within the healthcare sector. It is typically a hospital or clinic.
Healthcare Professional (HCP) A professional person working within the healthcare sector, as doctor, nurse or similar. It is typically a Client of iCure’s Clients.
iCure Refers to iCure SA or iCure Belgium SRL, whichever is named as the contracting entity in the Sales Order or, absent a Sales Order, determined by the hosting region selected in the Account, which provides the iCure Products and Services. iCure provides also support for additional fees (please refer to the Maintenance and Support Agreement.
iCure Intellectual Property (IP) Rights Means any patent, copyright, trade secret, trademark, know-how, invention, or other intellectual property right embodied in or related to the iCure Medtech Services and technology.
iCure Marks Means the iCure name and logo, the iCure.com domain name, and any other product and service names, logos, trademarks and domain names used by iCure® in connection with the Services.
iCure Services Means any function provided by iCure through its solutions and applications to their Clients. Please, it does not include the consulting services.
iCure Product (also referred to as Product) includes iCure's backend (“Cardinal”) application of all published and supported versions, iCure's software development kits (“Cardinal SDKs”), the iCure Cockpit (“Cardinal Cockpit”), and Interoperability Tools in the form of a subscription as explained herein in these Terms and Conditions.
iCure Technology Means iCure Backend, iCure Cockpit, iCure Medtech and other iCure Products, all documents, software, hardware, products, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information used, all software, technology or other works developed or created by or for the Client with respect to its use of the iCure.
iCure Web Site The compilation of all web documents (including images, PHP and HTML files) made available via www.icure.com.
Pre-existing Know-How Refers to any knowledge, information, or expertise possessed by the Client before entering into these Terms and Conditions with iCure, including but not limited to technical know-how, methodologies, processes, and proprietary information.
Independent Know-How Refers to any knowledge, information, or expertise developed independently by the Client during the term of these Terms and Conditions with iCure, without the use of iCure's confidential information or resources, including but not limited to technical know-how, methodologies, processes, and proprietary information.
Licenses The lawful grant of permission stated by iCure to do something that would otherwise not be legal or allowed.
Medical device Means any instrument, apparatus, software, material, or other article intended for human use, alone or in combination, for medical purposes such as diagnosis, prevention, treatment, monitoring, or alleviation of disease, injury, or disability, or for investigation, replacement, or modification of the anatomy or physiological processes, and not primarily functioning through pharmacological, immunological, or metabolic means as defined under the Medical Device Regulation (MDR) (EU) 2017/745.
Notice Means a written notification sent by the Client to iCure by email, indicating the Client's request to terminate the use of iCure Services. The Notice must include the effective date of termination and any other relevant details required by iCure.
Order (or Sales Order) Means the iCure approved form or online subscription process by which Client agrees to subscribe to the iCure Services and/or Maintenance and Support Agreement and/or Consultancy Package, and which identifies the contracting iCure entity.
Outage Means a period of time during which the iCure Services are not available to the Client or End Customers due to a system failure or technical issue that is not within iCure's control.
Downtime Means any period during which the iCure Services are not available to the End Customers due to scheduled maintenance or unexpected Outages.
Patient Data Means name, mailing address, telephone number, email address, social security numbers, and any other non-public, identifying information processed by iCure Medtech as a result of acceptance of current Terms and Conditions by the Client.
Subscription Means an enrollment for iCure Services and/or Maintenance and Support Agreement and/or Consultancy Package for a defined Plan as established in our Services.
Subscription Plan Various criteria related to the use and functionality of the iCure Services and/or Maintenance and Support Agreement and/or Consultancy Package and on which the Fee is based.
Taxes Means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.
Third Parties Means third-party providers of services and products, some of which may be listed on the iCure website or Cockpit.
User A DB concept that is created within a DB that is part of an App. User refers to a Doctor or other Healthcare Professional, a Patient, a Medical Device, or Healthcare Organization (HCP). These different types of Users have received access through the Client's Permission.
Warrants Means the warrants of the Client issued and presently authorized and for the time being outstanding.
3. Authority to enter into terms and conditions with iCure services
The use of the iCure Services is subject to acceptance of these Terms and Conditions. To accept these Terms and Conditions for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. Warrants to the other they have the right and lawful authority to enter into these Terms and Conditions for the purposes herein and that them are no other outstanding Terms and Conditions or obligations inconsistent with the Terms and Conditions and provisions hereof. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms and Conditions are accepted as soon as the person has received the confirmation of the creation of the Account and necessary credentials from iCure Services in order to log in to his Account.
Once accepted, these Terms and Conditions remain effective until the termination as provided for herein.
4. Modifications of these Terms and Conditions
iCure reserves the right to modify these General Terms and Conditions at any time, at its sole discretion. Any modifications will be effective immediately upon posting on iCure's website.
If any modifications have a significant impact on a Client's use of the Services (this may include changes to fees or payment terms, changes to the scope or functionality of the iCure Services, changes related to compliance to GDPR or HDS requirements), iCure may, at its discretion, notify the Client of the changes via email and provide thirty (30) days notice prior to the modifications taking effect.
If a Client continues to use the Services after the modified General Terms and Conditions are posted, it will be deemed acceptance of the modifications. If a Client objects to the modifications, they may terminate the Services as stipulated in Section 16.
5. iCure Purpose & Responsibilities
iCure is responsible for providing the Product that the client has subscribed.
For Client Data storage, iCure provides storage of Client Data within the limits of the Client’s Subscription Plan, including the free Subscription Plan, whose Databases are deleted after twelve (12) months without activity (Section 7.3).
iCure implements Encryption and/or pseudonymization measures to ensure compliance with GDPR requirements for the protection of personal data and with HDS requirements for the protection of personal health data. As such, iCure has no acces to medical data (decrypted Client Data).
The Client will be allowed to manage and access their data through Cockpit.
Implement and maintain security and business continuity measures and other technical and organizational measures, per best industry practices, to maintain the security and integrity of the iCure Services.
Protect against accidental, unauthorized, or unlawful alteration, loss, or destruction of data within its control, including the data stored on behalf of the Client according to the limitation of the availability of iCure Services as stipulated in Section 17.11).
Use commercially reasonable efforts to make the iCure Services available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond our reasonable control or Force Majeure (see Section 15.1, Limitation of Liability and 17.9, Force Majeure and Service Availability 17.11).
Only authorized employees or contractors of iCure under confidentiality and data protection and privacy clauses will be permitted to access and work on the products and associated systems operated by or for the Client in accordance with but not limited to HDS certification.
Continuously improve and develop iCure Services, including new features, within the discretion of iCure, and make these new features available to existing Clients of iCure Services (see section 17.2, New Releases).
iCure will conduct necessary investigations and perform thorough root cause analysis in case of incidents affecting Client’s end customers. iCure will collaborate closely with the Client to resolve these incidents and ensure continuity and quality of services.
iCure acts as a subcontractor in accordance with the provisions of the General Data Protection Regulation (GDPR) and the regulations applicable to health data and undertakes to comply with the obligations associated with HDS certification for the European Union hosting region.
iCure guarantees that all services provided in the European Union hosting region comply with HDS certification requirements, including the implementation of organizational, technical and physical measures to ensure the security, integrity and confidentiality of health data.
In case of termination, end of contract or any deficiencies as defined in the French Public Health Code iCure commits to return all health data to the customer in a structured and interoperable format within 20 working days, in accordance with HDS requirements. Health data subject to the French Public Health Code must be hosted in the European Union hosting region, the only region covered by iCure’s HDS certification (DPA, Section 8.3).
iCure remains fully responsible for the actions of its subsequent processors, as set out in the DPA; in the European Union hosting region, these processors must also comply with the obligations arising from HDS certification.
6. Client Responsibilities
Follow the process in the technical documentation for the best use of the product.
The Client will provide reasonable access to and use of all correct information and facilities determined necessary for the supply of the iCure Services and as reasonably requested by iCure and cooperate with iCure. In any case iCure shall not be responsible for the accuracy, quality, legality, reliability, and appropriateness of all Client Data and Patient Data.
The Client will clearly define responsibilities regarding data protection, access control, backup and disaster recovery and auditability, including a technical contact, a Data Security incident contact and a Business Continuity contact to be stipulated in the Sales Order (see Annex I).
The Client shall obtain and maintain all computer hardware, software, and communications equipment needed to access the iCure Services.
The Clients shall permit access to the iCure Services only to its authorized Users.
iCure shall provide security standards and procedures to the Client. The Client is responsible for the enforcement of these procedures by its Users, including but not limited to personal health data as defined in the HDS (Hébergement de données de santé) v2.0 certification framework
The Client shall use reasonable efforts to prevent unauthorized control, malicious software, or tampering or any other unauthorized access to, or use of, the iCure Services or the systems operated by or on behalf of Client that capture, store or transmit Client Data and Patient Data, including personal health data as defined in the HDS (Hébergement de données de santé) v2.0 certification framework and notify iCure immediately of any unauthorized use or security breach.
The Client shall comply with all applicable laws and regulations (including laws regarding privacy and protection of personal data including personal health data) in using iCure Services.
If the Client needs iCure to access its decrypted data, it will notify iCure by written with a precise description of the request, provide iCure with his Private Key and explicitly authorize iCure to access the required data.
The Client may, at its own expense, carry out audits or have them carried out to verify the compliance of the hosting provider's services in the European Union hosting region with HDS requirements, subject to 20 working days' notice by sending its request to privacy@icure.com and without disrupting the operation of the services. Other audits are governed by Section 11 of the DPA.
The Client may request iCure to provide an executive summary of a technical audit report on the resources shared such as the Pentest as part of the service. The full HDS audit report is also available on demand. These audits will have been carried out by independent auditors and be less than three years old by sending its request to privacy@icure.com
7. Using iCure Services
7.1 Access
The Clients will have access to iCure Services depending on the selected Subscription Plan that Client agreed with the Sales Order during the Subscription term or the Free Trial Period.
The Client must ensure that all access, use, and receipt by the Client’s Users are subject to and in compliance with these Terms and Conditions.
The hosting region, Switzerland or the European Union, is selected when the Client Application is created and determines the contracting entity under Section 1. A change of hosting region changes the contracting entity, the billing currency, the governing law and the jurisdiction, and therefore forms a new contract: it is implemented as an assignment under Section 17.5, by written agreement stating the effective date, and cannot be made unilaterally through the Cockpit.
7.2 Client Support
Annex I sets out the default support and maintenance levels, Client Priority and response times. A specific Maintenance and Support Agreement may be agreed with the Client; in that case it prevails over Annex I for the matters it covers. Additional Consulting Services are ordered through a Sales Order.
7.3 Free Trial Period and Free Plan
During Free Trial Period, the Client will be able to use iCure Services free of charge, until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of paid Subscription.
Unless the Client purchases a subscription to the applicable iCure Services before the end of the free trial, all the Client Data in the iCure Services may be permanently deleted at the end of the trial, and iCure will not recover it. If iCure includes additional Terms and Conditions on the trial registration web page, those will apply as well.
Where the Client uses a free Subscription Plan, the Client’s entire Database, including all Client Data, is deleted after twelve (12) months without activity, meaning without any authenticated access to that Database through the iCure Services or their APIs. iCure informs the Account Owner by email at least one (1) month before deletion, so that the Client can export its data (DPA, Section 13.5). The free Subscription Plan is intended for development and evaluation; it is not designed to serve as the system of record for medical files subject to legal retention periods.
7.4 Termination of the Account
Please refer to section 16 of these Terms and Conditions.
8. Payment and Fees
The fees for iCure Services are payable on a monthly or annually or per-package basis, as set forth in the Subscription Plan. The subscription for iCure Services shall be renewed monthly unless terminated by the Client.
All payments shall be made in the currency stated in the Sales Order (as a rule CHF for iCure SA and EUR for iCure Belgium SRL) by wire bank transfer to the bank account designated by iCure. The fees do not include any applicable taxes, duties, or fees, which shall be the responsibility of the Client.
Invoices for the fees shall be issued by iCure to the Client on a monthly basis for the iCure Services. The Client shall pay the invoice prior to accessing the iCure Services.
If the Client fails to make payment for any invoice by the due date, iCure may suspend or terminate the use and access to iCure Services without further notice.
9. Data Processing Agreement (DPA)
The Data Processing Agreement (DPA), version 2.0 of 22 October 2026, and its annexes, including the list of sub-processors, are published with these Terms and Conditions at https://icure4.odoo.com/general-terms-conditions. The DPA forms an integral part of these Terms and Conditions and of every Sales Order, for the purposes of Article 28 of Regulation (EU) 2016/679 (GDPR) and Article 9 of the Swiss Federal Act on Data Protection of 25 September 2020 (FADP). In case of conflict on data protection matters, the DPA prevails over these Terms and Conditions and any Sales Order.
10. Privacy
The Privacy Policy of iCure Services can be found at www.icure.com it is incorporated into these Terms and Conditions by reference. Please read the Privacy Policy carefully as it governs iCure Services collection, use, and disclosure of Client’s or User’s personal information.
11. Proprietary Rights
11.1 Reservation of Rights
By accessing or using our software, the Client acknowledges and agrees that iCure retains all proprietary rights in the software and any related documentation, as well as any patents, trademarks, copyrights, and trade secrets associated with the software. The Client is granted a limited, non-exclusive, non-transferable license to use the software in accordance with these Terms and Conditions, but the Client does not acquire any ownership rights in the software or any other intellectual property rights. The Client may not modify, reverse engineer, or distribute the software in any way. iCure reserves the right to terminate the Client’s access to the software as listed below (Section 11.2 Restrictions), and to modify or update the software at its discretion.
Any new features developed for the iCure Product and Services shall remain the sole property of iCure.
The Client retains ownership of its Pre-existing Know-How, and Independent Know-How. Accordingly, the Client remains the owner of the intellectual property rights on the software, Client Data, files, and documents covered by such rights, transmitted or made available to iCure in the performance of these Terms and Conditions. These Terms and Conditions do not transfer any intellectual property rights to iCure, other than those necessary for iCure to fulfill its obligations under these Terms and Conditions.
11.2 Restrictions
Except as expressly permitted by these Terms and Conditions or otherwise as required by law, Clients shall not:
Use, make, have made, sell, offer to sell, reproduce, modify, copy, or create derivative works based on the iCure Services, or iCure Technology.
Disassemble, reverse engineer, or decompile the iCure Services, or iCure Technology.
Use the Services for the delivery of advertising content that causes the generation of a user session (e.g., use of the Services as an ad server),
Create links to or from the iCure Services or use any Content forming part of the iCure Services in such a manner as to circumvent the checkout process of the iCure Services.
Provide, maintain access, or use the iCure Services, Client Services, or iCure Technology in any manner inconsistent with these Terms and Conditions.
11.4 Client Data
iCure respects Client’s right to the exclusive ownership of Client Data. Unless specifically permitted by the Client, Client’s use of the iCure Services does not grant iCure to use, reproduce, adapt, modify, publish, or distribute the Client Data created by the Client or stored in Client’s Account for commercial, marketing, or any similar purpose.
Client expressly grants iCure Services the right to use and analyze aggregate system activity data associated with the use of the iCure Services by Client and its Users for the purposes of optimizing, improving, or enhancing the way the iCure Services operate, and to create new Features and functionality in connection with the iCure Services.
11.5 Suggestions (Feedback)
Client and his/her Users may, from time to time, make known to iCure suggestions, enhancement requests, techniques, know-how, comments, feedback, or other input to iCure Services with respect to the Client Services, or iCure Technology (collectively, “Suggestions”; Suggestions shall exclude any Client intellectual property).
12. Confidentiality
12.1 Definition of Confidential Information
As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed.
Confidential Information shall include, but not be limited to Client Data, Patient Data, iCure Technology, Technology, and the Disclosing Party’s business and marketing plans, technology and technical information, product designs, and business processes.
Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
12.2 Confidentiality and Non-Use
During the term of Subscription, and for a period of three (3) years thereafter for Confidential Information that does not constitute a trade secret or know-how and for so long as such Confidential Information is not in the public domain for Confidential Information that constitutes a trade secret or know-how, each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of these Terms and Conditions and who are bound to a written agreement protecting such Confidential Information as required hereby. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with the Receiving Party’s performance hereunder.
Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non-public information and may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.
12.3 Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior Notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's expense, if the Disclosing Party wishes to contest the disclosure.
12.4 Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 12, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. The Client agrees to pay iCure any damages that iCure may incur as a result of the Client breach, including any legal fees or costs that iCure may incur in enforcing our rights under this Section. The Client acknowledges that the damages that iCure may suffer as a result of a breach of confidentiality may be difficult or impossible to quantify, and the Client agrees that the remedies set out in this Section are reasonable and appropriate in the circumstances.
13. Warranties & Disclaimers
13.1 Warranties
Unless otherwise expressly stated by the iCure Terms and Conditions, any Content, services, or features made available in conjunction with or through the iCure services are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Clients and its affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
Unless otherwise expressly stated by iCure, iCure does not warrant or make any representations regarding the use or the results of the use of the Cockpit, the iCure Medtech services, or any linked sites, in terms of correctness, accuracy, reliability, or otherwise.
13.2 Disclaimer |
iCure will not be responsible for: (a) the loss of a Private Key of Data that is not due to a breach of these Terms and Conditions by (b) the inability of Client to access or interact with any other service provider through the internet, other networks or users that comprise the internet or the informational or computing resources available through the internet; or (c) service provided by other service providers. Please note that iCure provides the necessary tools and infrastructure to help ensure the security of the Client Data. However, it is ultimately the responsibility of the Client to decide which data should be encrypted, and how best to protect that data from unauthorized access or disclosure. iCure is not responsible for any breaches of security or loss of data resulting from the Client's failure to properly encrypt or protect their data. iCure shall not be liable for any damages or losses resulting from the use of iCure Services, including loss of use, consequential damages, commercial losses, or loss of profit. iCure’s liability is limited as set out in Section 15 and, for data protection matters, in Section 14 of the DPA. The warranty for iCure Services shall automatically terminate if the software has been mishandled, altered, or repaired by third parties, or if the instructions provided by our company for the use of the iCure Services have not been followed. In such cases, iCure shall not be liable for any damages or losses resulting from the termination of the warranty. |
14. Indemnification
Client shall defend, indemnify and hold iCure its affiliates, employees, directors and shareholders harmless against any loss or damage (including reasonable attorneys' fees) incurred in connection with claims (i) made or brought against iCure by a third party alleging that the Client Technology or Client Data infringes the intellectual property rights of, or has otherwise harmed, a third party, (ii) based on the offer, marketing, sale design, construction, assembly, production, packaging, labeling, advertising, instructions or warnings (or lack thereof) of any products or services through the Client Web Application(s), including Claims based upon infringement, product liability, personal injury or death relating to any products or services offered through the Client Web Application(s), (iii) based upon any Client use of the iCure Services not in accordance with the terms hereof (iv) based on a breach of Sections (Client Responsibilities) or (Data Protection) of these Terms and Conditions, or (v) based on any failure or alleged failure of the Client to comply with any applicable law, rule or regulation in connection with its Client Web Application(s), including, without limitation, all national and/or foreign Patient protection laws and data protection and privacy laws as long as this failure is not attributable to an action or omission of iCure.
15. Limitation of Liability
15.1 Limitation of Liability
Subject to the application of public order rules, and except for amounts due hereunder and liability arising from the indemnification obligations set forth in this section, in no event shall either party's aggregate liability arising out of or related to these terms and conditions exceed the total amount paid by client for the icure services giving rise to the liability in the 12 months preceding the first incident out of which the liability arose.
This limitation on liability will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit the client's payment obligations.
Nothing in these terms and conditions will limit a party's liability:
(i) for any losses that cannot be limited under applicable laws;
(ii) for death or personal injury caused by that party's negligence;
(iii) for breach of Section 12 (Confidentiality) or any related indemnity, except for breaches concerning Client Data, Patient Data or other personal data.
Liability arising out of or in connection with the DPA or data protection laws, including in respect of personal data breaches, is subject to the specific limitation set out in Section 14 of the DPA, which applies to such claims instead of the limitation above.
The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit the client’s payment obligations
In the event of a dispute arising out of or related to these terms and conditions, iCure shall be entitled to recover its reasonable legal fees and costs from the Client.
In the event of a breach of these terms and conditions by one party, the parties will negotiate in good faith to allocate liability for the breach between them. If the parties are unable to reach an agreement within a reasonable period of time, the allocation of liability will be determined by a court of competent jurisdiction.
15.2 Exclusion of Economic and Financial Damages
Subject to the application of public order rules, in no event shall either party have any liability to the other party or to any third party for any economic or financial losses, whether they are direct or indirect, such as loss of actual or anticipated profits, loss of business, loss of, damage to, or corruption of data, loss of use, costs of procurement of substitute goods or services, however, caused and whether or not the party has been advised of the possibility of such damage or whether such damage was foreseeable or in the contemplation of the parties. This Section does not exclude the costs that Section 14.2 of the DPA treats as direct damages.
16. Termination
16.1 Start and end of the Subscriptions
These General Terms and Conditions will commence on the Client’s first payment, or free trial subscription that allows the Client to access to iCure Services and continue until the end of iCure Services subscriptions and free trial plan entered into hereunder have terminated or expired unless earlier terminated as provided below in this Section 16.2.
16.2 Termination
Following these situations, these Terms and Conditions may be terminated:
By mutual agreement by both Parties.
To terminate the Services, the Client must provide written Notice of termination to iCure by email at least fourteen (14) days before the end of the current Subscription.
By iCure upon a decision to end the provision of the iCure Services. iCure must provide written Notice of termination to the Client by email at least fourteen (14) days before the end of the current Subscription.
Immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
By iCure automatically, if the Client fails to timely make any payment due hereunder and fails to cure such default within fourteen (14) days of receiving Notice in writing from iCure of such failure (whether or not iCure avails itself of its right to suspend Services pursuant to Section 8 hereof).
By either party, automatically, in the event, the other party materially breaches any of its duties, obligations, or responsibilities under these Terms and Conditions and fails to cure such breach or provide the other party with an acceptable plan for curing such breach within thirty (30) days after receipt by the breaching party of written Notice specifying the breach.
immediately by either party if the other party breaches its obligations, as applicable under Sections 11 (Proprietary Rights) and 14 (Indemnification) of these Terms and Conditions.
by either party, subject to mandatory applicable rules, in the event (i) a receiver, trustee, administrator, or administrative receiver is appointed for the other party or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceedings should be commenced against the other party under any bankruptcy, insolvency, or debtor’s relief law; or (iv) the other party is bankrupt, insolvent, liquidated or dissolved.
By either party, in case of adjustment fees such as described in section 8 of these Terms and Conditions. The Client may send a Notice by contacting iCure at client@icure.com.
16.3 Effect of Termination
Upon termination of these Terms and Conditions,
Regarding the Data of the Client being processed by iCure, please refer to the Data Processing Agreement for further clarification.
Client must stop using and prevent the further usage of the iCure Services, and pay any amounts owed to iCure under these Terms and Conditions, and discharge any liability incurred by iCure under these Terms and Conditions before their termination.
16.4 Outstanding Fees
Termination shall not relieve Client of the obligation to pay any fees accrued or payable to iCure prior to the effective date of termination.
iCure won’t provide any refunds of prepaid fees or unused Subscription Fees for early cancellation, except as provided in Section 7.5 of the DPA.
16.5 Surviving Provisions
The following provisions shall survive until perpetuity the termination or expiration of these Terms and Conditions for any reason and shall remain in effect after any such termination or expiration: Sections 1 (definitions), 12.3 (compelled disclosure), 11 (proprietary rights), 13 (warranty and disclaimers), 14 (Indemnification), 15 (limitation of liability), and 17 (general provisions).
17. General Provisions
17.1 Relationship of the Parties
These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Client and iCure.
17.2 Notices
All Notices required or permitted to be given under these Terms and Conditions shall be sent by email: to iCure at client@icure.com, or at privacy@icure.com for notices relating to data protection or the DPA; and to the Client at the email address of its Account Owner, or to such other address as a party has notified in writing.
Notices sent by email shall be deemed given when sent, provided that no error message or other notification of non-delivery is received.
17.3 Waiver and Cumulative Remedies
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms and Conditions shall not be deemed a waiver of future enforcement of that or any other provision or right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party.
17.4 Severability
If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
17.5 Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party; provided, however, that iCure may assign these Terms and Conditions to an affiliate, including from iCure SA to iCure Belgium SRL or the reverse, by written notice to the Client. Notwithstanding the foregoing, either party may assign these Terms and Conditions together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to these Terms and Conditions not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under these Terms and Conditions in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
17.6 Governing Law
These Terms and Conditions and each Sales Order are governed by the law of the country of the contracting iCure entity, without regard to its conflict of law provisions: Swiss law where iCure SA is the contracting entity, and Belgian law where iCure Belgium SRL is the contracting entity. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) is specifically excluded from application to these Terms and Conditions.
The parties shall attempt to solve the matter amicably in mutual negotiations.
Failing an amicable settlement, the courts of Lausanne have exclusive jurisdiction where iCure SA is the contracting entity, and the French speaking courts of Brussels where iCure Belgium SRL is the contracting entity.
17.7 Compliance with Laws
Each party shall comply with all laws or regulations applicable to its performance under these Terms and Conditions. Client acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift, or thing of value from any iCure employees, agent, or representative in connection with these Terms and Conditions, other than reasonable gifts and entertainment provided in the ordinary course of business. Client will promptly notify iCure if it offers or receives any such improper payment or transfer in connection with these Terms and Conditions.
17.8 Collection Fees
Client shall pay on demand the lump-sum indemnity for collection fees provided for by the law applicable under Section 17.6, as well as all of iCure’s reasonable attorney fees and other costs incurred by iCure in addition thereto to collect any fees or charges due iCure under these Terms and Conditions following Client’s breach of Section 8.
17.9 Force Majeure
Except for the obligation to make payments, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strikes or other labor problems, fire, flood, civil unrest, acts of terror, war, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.
17.10 Entire Terms and Conditions
These Terms are the entire Terms and Conditions between Client and iCure with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
17.11 Service Availability & Objectives (SLA & SLO)
The service levels, service level objectives, support Client Priority and service credits are set out in Annex I, which forms an integral part of these Terms and Conditions. In case of conflict between these Terms and Conditions and Annex I on those matters, Annex I prevails.
17.12 New Releases
iCure is committed to continuously improving its Products and will therefore provide regular releases. iCure offers two main release channels to accommodate Client’s needs:
“Fixed Schedule” Release Channel - iCure provides regular releases every 6 months through the designated “Fixed Schedule” release channel
(YYYYMM.api.icure.cloud). These scheduled releases are carefully planned and tested to ensure stability and reliability. iCure guarantees that endpoints within each release of this channel will remain backward compatible, allowing for seamless integration and minimal disruption to Client’s operations.
Continuous Development Channel - Additionally, iCure offers a continuous development channel (api.icure.cloud) that provides access to the latest version of the API. Updates within this channel are deployed without prior warning and at the discretion of iCure. While iCure endeavors to maintain backward compatibility at all times, no explicit guarantee is provided regarding the compatibility of endpoints within this channel. The Client acknowledges and accepts the inherent risks associated with utilizing the continuous development channel and agrees to exercise caution when integrating updates from this channel into its systems.
For detailed information regarding iCure's SLDC and Software Release policy, the Client may refer to the relevant documentation available on iCure's website or through designated access portals.
17.13 Construction
The titles of the sections of these Terms and Conditions are for convenience of reference only and are not to be considered in construing these Terms and Conditions. Unless the context of these Terms and Conditions clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) ”or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) ”including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (iv) references to “hereunder”, “herein” or “hereof” relate to these Terms and Conditions as a whole. Any reference in these Terms and Conditions to any statute, rule, regulation or agreement, including these Terms and Conditions, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that these Terms and Conditions shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.