JavaScript is required

General Terms and Conditions

Article 1. Definitions

MedGuide
The MedGuide Company B.V.

Client
The party who has accepted the applicability of these General Terms and Conditions by signing a document or by other means.

Party
MedGuide or the Client.

Parties
MedGuide and the Client.

Agreement
An Agreement relating to the supply or provision by MedGuide to the Client of goods and/or services of any nature and under any name whatsoever.

PTA (Pharmacotherapeutic Analysis)
A comprehensive pharmacotherapeutic analysis of patient data provided by the Client, performed by MedGuide, aimed at gaining insight into the pharmacotherapeutic treatment.

Patient Data
Patient data provided by the Client that is analyzed and processed by MedGuide for the purpose of pharmacotherapeutic analysis. The Client is required to provide the data in accordance with the work instructions provided by MedGuide to ensure correct processing in the system.

Carry-over rule
The option for the Client to transfer unused PTAs to the subsequent contract year, provided they are used within three (3) months of the start of the new contract year.

Article 2. General

  1. These General Terms and Conditions apply to every offer, quotation, and Agreement between MedGuide and a Client to which MedGuide has declared these General Terms and Conditions applicable, unless expressly deviated from by the Parties in writing.
  2. The applicability of any General Terms and Conditions of the Client is expressly rejected, unless otherwise agreed by the Parties.
  3. If one or more provisions in these General Terms and Conditions are wholly or partially void, should be voided, or otherwise prove to be invalid, the validity of the remaining provisions in these General Terms and Conditions shall remain unaffected. Parties will then consult to agree on new provisions to replace the void, voided, or invalid provisions, taking into account as much as possible the purpose and intent of the original provisions.
  4. If there is uncertainty regarding the interpretation of one or more provisions of these General Terms and Conditions, the interpretation must take place 'in the spirit' of these General Terms and Conditions.
  5. If a situation arises between Parties that is not regulated in these General Terms and Conditions, this situation must be assessed 'in the spirit' of these General Terms and Conditions.
  6. If MedGuide does not always demand strict compliance with these General Terms and Conditions, this does not mean that the provisions thereof do not apply or that MedGuide would in any way lose the right to demand strict compliance with the provisions of these General Terms and Conditions in other cases.
  7. MedGuide is entitled to proceed with a unilateral amendment of the General Terms and Conditions applicable to an Agreement during the term of that Agreement. MedGuide will inform the Client of this in writing. The Client shall then agree to the changes. Consent from the Client is not required.
  8. MedGuide is authorized to transfer all rights and obligations arising from the Agreement to third parties. The Client gives prior consent for this. Should further cooperation from the Client be required, the Client undertakes to provide this cooperation. The Client may only transfer its rights and obligations from the concluded Agreement after prior written consent from MedGuide, which shall not be withheld on unreasonable grounds.
  9. The Dutch text of the General Terms and Conditions is always leading for the interpretation thereof.

Article 3. Quotations and offers

  1. All quotations and offers from MedGuide are without obligation, unless otherwise indicated by MedGuide in writing. MedGuide is only bound by a quotation or offer if it has been signed by the Parties and functions as an Agreement.
  2. MedGuide cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.
  3. The prices stated in a quotation or offer are exclusive of VAT and exclusive of other government levies and any (additional) costs to be incurred in the context of the Agreement, unless otherwise agreed.
  4. If the acceptance deviates (whether or not on minor points) from the offer included in the quotation or the proposal, MedGuide is not bound by it, unless MedGuide indicates otherwise.
  5. A composite price calculation does not obligate MedGuide to perform a portion of the assignment for a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
  6. Verbal statements, promises, or agreements from MedGuide explicitly have no legal force unless they have been confirmed in writing by MedGuide. Amendments to and supplements to the Agreement are only valid if and insofar as they have been agreed upon in writing between the Parties.
  7. The Client guarantees the accuracy and completeness of the data provided to MedGuide by or on its behalf, upon which MedGuide bases its offer.

Article 4. Duration and execution of Agreement

  1. The Agreement between Parties is entered into for a fixed term, unless the nature of the Agreement dictates otherwise or Parties expressly agree otherwise in writing.
  2. A fixed-term Agreement cannot be terminated prematurely by the Client.
  3. If an Agreement is entered into for a fixed term, it is automatically and tacitly renewed at the end of the term. Articles of these General Terms and Conditions which by their nature are intended to remain applicable after the end of the Agreement, including but not limited to articles regarding IP rights, confidentiality, liability, acquisition of personnel, and choice of forum, shall remain in full force and effect.
  4. MedGuide will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. This is based on the state of science, law, and regulations known at that time. MedGuide has an obligation of effort and not an obligation of result in the execution of the Agreement.
  5. MedGuide has the right to have certain activities performed by third parties. The applicability of Article 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code is explicitly excluded. MedGuide will inform the Client as much as possible in advance regarding the capacity of third parties to be engaged if this is in the interest of the Client.
  6. If activities are performed by MedGuide or third parties engaged by MedGuide in the context of the assignment at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.
  7. MedGuide may generally assume that the data provided by the Client is correct. The Client shall ensure that all data, which MedGuide indicates is necessary or which the Client should reasonably understand is necessary for the execution of the Agreement, is provided to MedGuide in a timely and proper manner. If the data required for the execution of the Agreement has not been provided to MedGuide in a timely and/or proper manner, MedGuide has the right to suspend the execution of the Agreement and/or charge the extra costs resulting from the delay to the Client according to the then-customary rates. The execution period does not commence until after the Client has made the data available to MedGuide. MedGuide is not liable for damage of any nature whatsoever if MedGuide has acted upon incorrect and/or incomplete data provided by the Client.
  8. If a deadline has been agreed upon or specified by MedGuide for the execution of certain activities or for the delivery of certain goods, this is never a strict deadline. All delivery periods agreed by MedGuide apply as target dates, do not bind MedGuide, and are only indicative in nature. Exceeding a deadline does not place MedGuide in default and never entails liability for damages on the part of MedGuide.
  9. If during the execution of the Agreement it appears that it is necessary to amend or supplement it for proper execution, Parties will proceed to adjust the Agreement in a timely manner and in mutual consultation. If the nature, scope, or content of the Agreement is changed, whether or not at the request or instruction of the Client, competent authorities, or a third party, and the Agreement is thereby changed in qualitative and/or quantitative respects, this may have consequences for what was originally agreed upon. As a result, the originally agreed amount may also be increased. MedGuide will provide a price estimate for this in advance as much as possible and within reason. Furthermore, the originally specified period of execution may be changed due to an amendment of the Agreement. The Client accepts the possibility of amending the Agreement, including the reasonable change in price and term of execution. The fact that a demand for additional work arises during the execution of the Agreement is never a ground for termination by the Client.
  10. If the Agreement is amended, including a supplement, MedGuide is entitled to implement it only after written agreement has been received from the Parties, which includes agreement regarding a modified price and execution date. The non-execution or non-immediate execution of the amended Agreement does not constitute a culpable failure in the performance of the Agreement on the part of MedGuide and is not a valid legal ground for the Client to terminate or cancel the Agreement.
  11. Without being in default or liable for damages, MedGuide may refuse a request to amend the Agreement if this could have consequences in qualitative and/or quantitative respects for the work to be performed or goods to be delivered in that context.
  12. If Parties do not reach an agreement on the amendment of the Agreement, MedGuide is entitled to terminate the Agreement prematurely with immediate effect, without being liable for damages. All work already performed by MedGuide and all costs incurred by MedGuide will be compensated by the Client and charged to the Client.
  13. If use is made of computer, data, or telecommunication facilities during the execution of the Agreement, the Client is responsible for the availability thereof, except for facilities under the management of MedGuide. MedGuide is never liable for damage or costs due to malfunctions or non-availability of these facilities.

Article 5. Termination, notice of default, suspension, and immediate termination

  1. An Agreement of indefinite duration can be terminated by the Parties after one (1) year, observing a notice period of one (1) calendar month. In addition, MedGuide is entitled to terminate the agreement of indefinite duration prematurely by giving one (1) calendar month's notice.
  2. If a Party is in default with the (timely) fulfillment of an obligation arising from the Agreement, it must first be given notice of default in writing by the other Party, and the other Party will still be given the opportunity to properly fulfill its performance within a reasonable period thereafter, which shall be at least 10 working days.
  3. If there is a culpable failure in the fulfillment of the Agreement and the defaulting Party has not rectified this failure after being given notice of default, the other Party is entitled to terminate the Agreement immediately by registered mail, without being liable for damages. Parties are not entitled to proceed with full or partial dissolution of the Agreement. If at the time of termination of the agreement the Client has already received performances for the execution of the Agreement that have not yet been paid for, the Client remains liable for the related compensation to MedGuide and this becomes immediately due, unless the Client proves that MedGuide has committed a breach of contract regarding those performances.
  4. MedGuide is authorized to terminate the Agreement prematurely with immediate effect by registered mail and without being liable for damages if circumstances arise which are of such a nature that fulfillment of the Agreement is impossible or if other circumstances arise which are of such a nature that unchanged maintenance of the Agreement cannot reasonably be required of MedGuide.
  5. MedGuide is authorized to suspend the fulfillment of its obligations if the Client does not, not fully, or not timely fulfill the obligations from the Agreement, or when MedGuide, after concluding the Agreement, becomes aware of circumstances that give good reason to fear that the Client will not fulfill its obligations from the Agreement, or when the Client was requested to provide security for the fulfillment of its obligations from the Agreement at the time the Agreement was concluded and this security is not provided or is insufficient, or if due to the delay on the part of the Client it can no longer be required of MedGuide that it will fulfill the Agreement under the originally agreed conditions. Regarding this last point, the provisions of Article 4 of the General Terms and Conditions apply. Prior notice of default is not required for a valid claim to suspension. In the event of suspension, MedGuide retains its claims under the law and Agreement and is in no way held to compensate for damage and/or costs that have arisen as a result. The Client is never entitled to proceed with suspension, except in the situations mentioned in Article 6.
  6. In the event of liquidation, of (application for) suspension of payments or bankruptcy, of seizure - if and insofar as the seizure has not been lifted within three months - at the expense of a Party, of debt rescheduling, or any other circumstance as a result of which a Party can no longer freely dispose of its assets, the other Party is free to terminate the Agreement prematurely and with immediate effect or to cancel the order or Agreement, without any obligation on its part to pay any compensation or indemnification. The claims of the other Party on that Party are in that case immediately due and payable. MedGuide is never held to any refund of monies already received or to damages because of this termination. In the event of bankruptcy of the Client, the right to use the software made available to the Client expires by operation of law and with immediate effect.
  7. If the Client cancels a placed order in whole or in part before MedGuide has started the execution of the Agreement, the activities that were performed and the items ordered or prepared for that purpose, increased by any costs for supply, removal, and delivery thereof and the labor time reserved for the execution of the Agreement, will be charged in full to the Client. The Client is held to pay these costs.

Article 6. Force Majeure

  1. In the event of a force majeure situation, a Party is entitled to suspend the fulfillment of its obligations arising from the Agreement. If the force majeure situation lasts longer than 2 months, the other party is entitled to terminate the Agreement immediately by registered mail. In a force majeure situation, the Parties are not liable for damages.
  2. Force majeure situations include, but are not limited to: strikes, fire, flooding, government measures preventing the execution of the Agreement, prolonged business interruptions at a Party and/or its suppliers, failure of suppliers to properly meet obligations, electricity failure, failure of internet, computer network or telecommunications facilities, war, terrorism, and the unavailability of one or more employees.
  3. A Party also has the right to invoke force majeure if the circumstance preventing (further) fulfillment of the Agreement occurs after that Party should have fulfilled its commitment.
  4. Insofar as MedGuide has already partially fulfilled its obligations under the Agreement at the time of the onset of force majeure, or will be able to fulfill them, and independent value is derived from the part fulfilled or to be fulfilled, MedGuide is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is then obliged to settle this (partial) invoice.

Article 7. Payment, Interest, and Collection Costs

  1. Payment must always be made within 30 days of the invoice date, in a manner specified by MedGuide in the currency in which the invoice was issued, unless otherwise agreed in writing by MedGuide. MedGuide is entitled to invoice periodically.
  2. All preliminary calculations and budgets provided by MedGuide are purely indicative, and the Client can never derive rights or expectations from them. Only if explicitly agreed upon in writing between the Parties is MedGuide obliged to inform the Client of an impending cost overrun of a provided preliminary calculation or budget.
  3. Regarding the performances rendered by MedGuide and the amounts owed by the Client, the relevant documents from MedGuide's administration provide full evidence.
  4. For Agreements with a duration longer than 3 months, indexing of the provided prices takes place starting January 1st of the following calendar year based on the price index figure of the Statistics Netherlands (CBS), specifically the CBS Index for IT Services (sector 62). MedGuide is additionally entitled to increase its prices annually (effective January 1st of a calendar year).
  5. MedGuide is authorized to pass on interim price increases from its suppliers to the Client.
  6. If the Client fails to pay an invoice on time, the Client is in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory (commercial) interest rate is higher, in which case that higher rate applies. Interest on the due amount will be calculated from the moment the Client is in default until the moment of payment of the full amount due.
  7. MedGuide has the right to apply payments made by the Client first to reduce costs, then to reduce accrued interest, and finally to reduce the principal amount and current interest.
  8. The Client is never entitled to set-off or suspension of amounts owed to MedGuide. Objections to the amount of an invoice do not suspend the payment obligation. Objections to an invoice must be received by MedGuide no later than 14 days after the invoice date. Thereafter, the invoice is deemed accepted by the Client. If the Client is in default or failure regarding the (timely) fulfillment of its obligations, all reasonable costs incurred to obtain payment out of court shall be borne by the Client. The extrajudicial costs due are set at a fixed percentage of 10% of the principal amount, with a minimum of € 100. Any judicial and execution costs incurred will also be recovered from the Client.
  9. If the Agreement is entered into by more than one client, then all clients are jointly and severally liable for the agreed obligations.

Article 8. Confidentiality

  1. Parties shall ensure that all data received from the other Party remains secret if they know or reasonably should know that it is of a confidential nature. Confidential data shall only be used for the purpose for which it was provided. The Client acknowledges that MedGuide's software is confidential in nature and contains MedGuide's trade secrets.
  2. The confidentiality obligation does not apply to information:
    • That is generally available or public;
    • That was known to the receiving Party before it was shared by the other Party;
    • That was disclosed with written permission from the other Party;
    • For which a legal obligation to disclose applies;
    • Whose disclosure is required by the insurer, bank, legal advisor, or another authorized body.
  3. At the moment the Agreement is terminated, Parties shall immediately destroy all confidential information from the other Party. Parties retain the right to keep copies of information that must be stored based on the law.
  4. Parties must ensure that confidentiality is observed by their employees and engaged third parties.
  5. The risk of loss, theft, embezzlement, etc., of data, items, documents, etc., delivered within the framework of the execution of the Agreement passes to the Client at the moment they are made available to the Client.

Article 9. Intellectual Property

  1. All Intellectual Property rights to the programming, software, data files, services, or other materials developed or made available to the Client under the Agreement rest exclusively with MedGuide. The Client exclusively obtains the usage rights expressly granted in the Agreement (during the term of the Agreement), and this right of use is non-exclusive, non-transferable, non-pledgeable, and non-sublicensable.
  2. The Client is not permitted to make changes to the software or other items from MedGuide unless otherwise agreed in writing.
  3. The usage right is intended solely for use by the Client, and the Client is not entitled to reproduce, disclose, or provide the software or other items from MedGuide to third parties without prior written consent from MedGuide. Conditions and costs may be attached to this.
  4. A commitment to transfer an Intellectual Property right can only be entered into explicitly and in writing. A transfer does not affect MedGuide's right to use and/or exploit the components, general principles, ideas, designs, and the like underlying the development for other purposes without any restriction, either for itself or for third parties.
  5. Rights, including usage rights, are granted to the Client on the condition that all due fees have been fully paid by the Client. If a periodic payment obligation has been agreed between Parties for the granting of a usage right, the usage right belongs to the Client as long as they fulfill their payment obligation.
  6. The Client is not permitted to remove or change any designation concerning any Intellectual Property right from the software.
  7. MedGuide has the right to use the increased knowledge gained on its part through the execution of an Agreement for other purposes, provided that no strictly confidential information of the Client is brought to the knowledge of third parties.
  8. The Client guarantees that no rights of third parties oppose the material made available to MedGuide for websites (visual material, text, logos, etc.). The Client indemnifies MedGuide against any claim from a third party based on an infringement of any right of that third party.
  9. If the IP rights have been transferred to the Client, the Client has the right to make (or have made) changes or renewals to the software. Any guarantee, indemnity, or liability on the part of MedGuide expires the moment changes or renewals are made by the Client or a third party.

Article 10. Retention of Title

  1. If any ownership right is transferred to the Client, ownership remains with MedGuide until all amounts owed to MedGuide by the Client under the Agreement have been paid to MedGuide.
  2. MedGuide is entitled to retain items received from the Client within the framework of the Agreement until the Client has paid all that they owe to MedGuide under the Agreement.
  3. The Client is not entitled to pledge or in any other way encumber items falling under the retention of title. If third parties seize items falling under the retention of title or wish to establish or assert rights over them, the Client is obliged to communicate this immediately to MedGuide.

Article 11. Liability

  1. The total liability of MedGuide due to a culpable failure in the performance of the Agreement or on any other grounds is limited to compensation for direct damage. The scope of liability shall be limited to the amount actually paid out by MedGuide's liability insurer.
  2. The liability of MedGuide for indirect damage, consequential damage, damage to reputation, lost profits, missed restrictions, turnover or savings, diminished goodwill, damage due to business interruption, damage related to the use of items, materials, or third-party software prescribed by the Client to MedGuide, and damage related to the engagement of suppliers prescribed by the Client to MedGuide is excluded. Also excluded is MedGuide's liability for the corruption, destruction, or loss of files, data, documents, or other information carriers of the Client. MedGuide is never liable for the content placed in the delivered software by the Client or its employees.
  3. If MedGuide's insurer does not proceed with compensation and MedGuide is nevertheless obliged to compensate for damages based on a court judgment, the scope of MedGuide's liability is limited to the total amount of invoices for subscription costs charged by MedGuide to the relevant Client/entity over a period of a maximum of 12 months prior to the event. Regarding other forms of services, the scope of liability in such a case is limited to the total amount of compensation charged by MedGuide to the Client over a period of a maximum of 6 months.
  4. Direct damage is exclusively understood to mean: the reasonable costs incurred to make MedGuide's deficient performance comply with the Agreement, insofar as these can be attributed to MedGuide.
  5. Unless performance is permanently impossible, MedGuide's liability due to a culpable failure in the performance of an Agreement only arises if the Client has immediately given MedGuide written notice of default, granting a reasonable term to still perform correctly, and MedGuide continues to culpably fail in the fulfillment of its obligations after this period.
  6. In any case, any claim by the Client on the basis of which MedGuide can be held liable for damage suffered and/or to be suffered by the Client expires after 1 (one) year has passed, calculated from the day following that on which the Client became aware or should have been aware of the damage or defect.
  7. The provisions of this article also apply to the (legal) persons engaged by MedGuide for the execution of the Agreement.
  8. The limitations and exclusions mentioned in this article shall lapse in the event of intent or deliberate recklessness.

Article 12. Indemnification

  1. The Client indemnifies MedGuide against any claims from third parties who suffer damage in connection with the execution of the Agreement and whose cause is attributable to parties other than MedGuide. If MedGuide should be held liable by third parties for this reason, the Client is obliged to assist MedGuide both extrajudicially and in court and to immediately do everything that may be expected of them in that case. Should the Client fail to take adequate measures, MedGuide is entitled to do so itself without notice of default. All costs and damages on the part of MedGuide and third parties arising therefrom shall be entirely for the account and risk of the Client.

Article 13. Privacy

  1. If the execution of the Agreement involves the processing of personal data, a Data Processing Agreement concluded between the Parties shall form part of the Agreement.

Article 14. Applicable Law and Choice of Forum

  1. All legal relationships between the Parties are exclusively governed by Dutch law, even if an obligation is performed in whole or in part abroad or if the Party involved in the legal relationship is (statutorily) established there. The applicability of the Vienna Sales Convention is excluded.
  2. The Court in Amsterdam has exclusive jurisdiction to hear disputes.
  3. Before a party appeals to the court, they will first make a serious effort to settle the dispute through mutual consultation.

Article 15. Pharmacotherapeutic Analysis (PTA)

  1. Data analysis and processing
    For every patient provided by the Client, MedGuide performs a PTA and processes the relevant data in the database. The results and analyses are made available through the Client dashboard provided by MedGuide.
  2. Periodic submission
    The Client has the option to submit new patient data once every three (3) months. MedGuide processes this data in such a way that the Client portal remains up to date.
  3. Consumption of a PTA
    A PTA is considered consumed the moment the Client opens or edits it in the MedGuide portal. PTAs that have not been opened or edited remain available and are registered as unconsumed.
  4. Validity period
    PTAs are valid for one (1) year, calculated from the commencement date of the contract.
  5. Carry-over
    Unused PTAs at the end of the validity period referred to in Article 15.4 may be carried over by the Client to the subsequent contract year. These carry-over PTAs retain their original validity period of one (1) year but must be used within four (4) months after the start of the new contract year. After this period has expired, the unused carry-over PTAs expire by operation of law.
  6. Invoicing
    Invoicing for PTAs is conducted as standard, unless otherwise agreed, as follows:
    1. Upon provision of a mandate for automatic direct debit of the amount to be invoiced, 1/12th of the total annual amount to be collected will be automatically debited monthly from the specified bank account of the Client, starting from the start date of the agreement.
    2. In the absence of a mandate for automatic direct debit of the amount to be invoiced, the total annual amount to be collected will be invoiced on the start date of the agreement.

This document was last updated on February 17, 2026.