Terms & Conditions
By using MediNav or by signing up for an account, you’re agreeing to these terms, which will result in a legal agreement between you (the “Client”) and
SIA Medinav, a limited liability company (SIA) company incorporated and existing under the laws of Latvia (Business ID 40203295690), having its registered office at Rīga, Matīsa iela 61 – 23, LV-1009 (“MediNav”).
MediNav and the Client hereinafter jointly referred to as “Parties” and each individually as a ”Party”.
2.1. MediNav grants to the Client a limited and non-exclusive right to use the MediNav’s medical digital assistant that provides transcript of the recorded doctor’s consultation or report, as available at: https://app.medinav.eu (the “Product”), accordingly with the terms and conditions stipulated under this Agreement, including its Addendums.
More specifically, the Product offers a:
– main dashboard available for all users that keeps track of all examinations.
– a “new examination” page where users can create a new examination or result. In this page, the users can record themselves and the Product transcribed in real-time in Romanian. After finishing the recording, the user can edit the text, make corrections, label it “to be corrected” if the user wants support from MediNav with the final correction and save the result.
– different user layering – from simple users to clinical admins that can also create new users, delete users, add templates.
– the possibility to create templates that can be used as a starting point for a new examination. the templates can be mapped only to some users.
2.2. After conclusion of this Agreement the Client will be granted access to the Product for a certain amount of hours and users (natural persons) as provided in Addendum No.2. Each user will have his/her own access data to the Product and such access data may not be shared with other persons.
2.3. MediNav may provide additional services in relation with the Product, as such services will be determined by the Parties, through addendums to this Agreement.
3. Term of the Agreement
3.1.. The Agreement shall take effect on the day when you have started using or signed up for an account with MediNav. The duration of the Agreement can be amended when the client sends an account cancellation request via email or after the trial period has ended or via the billing portal that can be accessed at the following web address https://billing.stripe.com/p/login/6oEeXs4Z8ce19m8aEE.
3.3. This Agreement may be terminated in accordance with provisions of Clause 10 of this Agreement.
4. Parties rights and responsibilities
4.1. MediNav will set up and will make available to the Client the Product, as specified in Addendum no. 2.
4.2. Additionally, MediNav will:
4.3. The Client is allowed to use the Product in the course of its business and within the limits set forth by Addendum no. 2.
4.4. The Client shall use the Product in accordance with the applicable national and international laws. In this respect, the Client is sole liable for breaching any applicable laws by using the Product.
4.5. In the situation that the Client will process personal data when using the Product, the Client shall obtain the prior consent of data subject and/or shall comply with all other requirements of applicable laws.
4.6. The Client agrees to provide regular reports to MediNav regarding the functionality of the Product via e-mail upon MediNav request. If any errors or malfunctions on the Product occur, the Client shall inform the MediNav’s agreed contact person thereof without delay.
4.7. The Client is not allowed:
(i) to transfer his rights and obligations as mentioned in this Agreement to any other physical or legal person, without the prior written consent of MediNav;
(ii) to use the Product outside of the permitted purpose and/or outside of the usage limits as detailed in this Agreement and/or in Addendum no. 2.
4.8. MediNav reserves the right to take the following actions at any time, without the prior notice and/or consent of the Client:
4.9. The Client grants to MediNav the following rights:
– to use the Clients’ brand name and logo by publishing them on the MediNav website, on the “Clients” page or other similar pages for information purposes;
– to create and to make available to third parties study cases about the use of the Product by the Client, without identification of the Client and without divulging Confidential information and/or personal data.
5. Price of the agreement
5.1. For the use of the Product, the Client shall pay to MediNav the price mentioned in the selected subscription plan chosen on medinav.eu/preturi or medinav.eu/plans .
5.2. The payment terms are also detailed by Addendum no. 2
5.3. If the Client delays the payment of any issued invoice with more than 30 (thirty) calendar days. , MediNav is allowed at its sole discretion to suspend the right to use the Product and deny the Client access to the Product.
5.4. MediNav has right to change the price for the use of Product unilaterally once a year by giving a prior 1 (one) month notice to the Client. If the Client do not agree to the new price, the Client is entitled to terminate this Agreement.
6. Intellectual Property Rights
6.1. The Product consists of various intellectual property objects, including, but not limited to, software, algorithms, graphical design, texts, and databases. All intellectual property rights (material, exclusive and proprietary rights) in the Product and any modifications thereto belong exclusively to MediNav. To avoid any doubts, MediNav has the exclusive right to modify, to transform, to sell, and to license the Product.
6.2. In this respect, Parties acknowledge that by concluding this Agreement, MediNav does not lose any proprietary, commercial and/or intellectual property rights regarding the Product.
6.3. The Client hereby is granted a non-exclusive, non-transferrable, non-sub licensable, revocable, limited and subscription based right to access the Product and to use the services delivered within the Product during the term of this Agreement solely for the purposes described in this Agreement and under the conditions of this Agreement in the territory of Romania.
6.4. The Client shall respect the intellectual property rights of Medinav and in this respect:
6.5. MediNav holds all the intellectual property rights (material, exclusive and proprietary rights) in all and any intellectual property objects that may be created as a result of this Agreement, including, but not limited to, any improvements of the Product.
6.6. These obligations of the Client subsist for an unlimited period. The Client shall take all the necessary measures in order to ensure that all its employees and collaborators respect these obligations.
6.7. If the Client breaches any of the obligations stipulated in this Clause 6, the Client shall repair the entire prejudice produced to MediNav. Any breach of this Clause 6 shall be considered a material breach of the terms of this Agreement.
7.1. Each Party shall keep all financial, commercial, technical, operational, legal and/or any other information, whether provided in written, oral, electronic or any other form, disclosed by or on behalf of, or relating to, the other Party (the “Confidential Information”), strictly confidential.
7.2. In the application of clause 7.1. above Parties agree that the Client shall not disclose any information related to the Product such as: the mechanism of functioning, features of the Product, software code, results, bugs, databases information and principles, provisions of this Agreement, any other information that may have commercial value and despite the fact whether it is marked as “confidential” or not. The information set out in this clause 7.2 is considered to be Trade Secret of MediNav.
7.3. Parties shall not:
7.4. The obligation of confidentiality shall not include any information which the receiving Party can demonstrate:
i. is in or enters into the public domain other than by reason of a breach of this Agreement by the receiving Party;
ii. was already lawfully in the possession of the receiving Party without restrictions for disclosure prior to the receipt of such information from the disclosing Parties;
iii. is obtained from a third party which is lawfully entitled to disclose such information without any restriction on its disclosure; or
iv. is required to be disclosed by applicable law or regulation or rules of a stock exchange, or by order of a court or a regulatory authority of a competent jurisdiction.
7.5. This obligation subsists for an unlimited period. Client shall take all the necessary measures in order to ensure that all its employees and collaborators respect this obligation.
7.6. In case of breaching this obligation the Party in default shall repair the entire prejudice produced to the other Party. Any breach of this Clause 7 shall be considered a material breach of the terms of this Agreement.
8. Rules regarding the data collected by using the Product
8.1. The personal data processing related to the use of the Product is described in the annexed DPA agreement – Addendum no. 1.
9. Liability. Limitations of liability
9.1. The Client hereby acknowledges that:
9.2. Therefore, Client will use the Product “as it is” and on its own risk.
9.3. MediNav shall not be liable for any defects, errors, delays or damage caused to the Client and/or any third party by using the Product. MediNav cannot guarantee any results in relation with the use of the Product.
9.4. In the situation that the MediNav is liable in accordance with this Agreement, the following rules apply: MediNav will be liable only in relation with the Client and only for the obligations expressly stipulated under this Agreement of its behalf and if such obligations have been breached with intention. In such situation, MediNav can be obliged to indemnify the Client only within the limits of the MediNav`s fee, paid by the Client accordingly with this Agreement in the month when the prejudice occurred. Anyhow, MediNav shall not indemnify the Client for any loss of the profit, other indirect prejudices and/or for prejudices produced to third parties.
10. Termination of the Agreement
10.1. The Agreement may be terminated in accordance with Clause 3.1 of this Agreement.
10.2. Each Party may terminate this Agreement in case the other Party is in a material breach of the terms of this Agreement and has not rectified the breach within 14 days of a written notice specifying the breach.
10.3. For the avoidance of any doubt, the failure to pay the fees due to the MediNav will be considered a material breach.
10.4. Upon termination of this Agreement, the Client shall return to the MediNav all copies of the Product if applicable and each Party shall delete any documents containing any item of the Confidential Information (including Trade Secret) of the other Party. Thus, MediNav will be allowed to continue to use the data stipulated under clause no. 8 above, as stipulated in that clause.
10.5. Clause 6 (Intellectual property), Clause 7 (Confidential information) and Clause 8 (Data collected by using the Product) survives the termination of this Agreement.
11.1. All notices and other communications under this Agreement shall be made in writing (signed by hand or with digital certificate/signature) and shall be deemed to have been duly given when delivered by courier service (if signed by hand) and/or by email (if signed with digital certificate/signature).
11.2. Any notices shall be transmitted to the following addresses:
Company: SIA Medinav
Address: Matisa iela 61 – 23, Riga, LV-1009
12. Governing law and dispute resolution. Other clauses.
12.1. This Agreement shall be governed by the laws of Romania. Any dispute, controversy or claim arising out of or relating to the Agreement shall be finally settled by arbitration in accordance with the Romanian law, by the competent court in Romania.
12.2. Considering this Agreement is concluded bilingual, the English version shall prevail.
This Agreement is signed by using MediNav’s product or by signing up for an account.
Addendum no. 1
Data Protection Addendum
By using MediNav or by signing up for an account, you’re agreeing to this Data Protection Addendum, which will result in a legal agreement between you (the “Client”) and SIA Medinav, a limited liability company incorporated and existing under the laws of Latvia (Registration No. 40203295690), with its registered office at Rīga, Matīsa iela 61 – 23, LV-1009 (“MediNav”).
This DPA sets out the terms that apply when Personal Data is processed by MediNav under the Agreement. The purpose of the DPA is to ensure such processing is conducted in accordance with applicable laws and with due respect for the rights and freedoms of individuals whose Personal Data are processed. Other capitalized terms used but not defined in this DPA have the same meaning as set out in the Agreement.
1.1. For the purposes of this DPA:
a) “EEA” means the European Economic Area, which constitutes the member states of the European Union, the United Kingdom, Norway, Iceland and Liechtenstein.
b) “EU Data Protection Legislation” means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (as amended, replaced or superseded) (“GDPR“);
c) “Controller” means the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;
d) “Processor” means an entity which processes Personal Data on behalf of the Controller; and
e) “Personal Data” means any information relating to an identified or identifiable natural person;
f) “Personal Data Breach” means a breach of security of the Services leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data;
g) “Services” means any services provided by MediNav to the Client pursuant to the Agreement;
h) “Sub-processor” means any Processor engaged by MediNav or any member of its group of companies that processes Personal Data pursuant to the Agreement. Sub-processors may include third parties or any member of MediNav’s group of companies.
2.1 Role of the Parties. MediNav will process Personal Data under the Agreement as a Processor acting on behalf of the Client as a Controller.
2.2. Purpose Limitation. MediNav will process Personal Data only for the purposes stipulated in the Agreement and in accordance with Client’s lawful instructions.
2.3.1. Client, as Controller, shall be liable for ensuring that:
a) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including EU Data Protection Legislation; and
b) it has, and will continue to have, the right to process personal data; it has, and will continue to have the right to transfer and provide access to the Personal Data to MediNav for processing in accordance with the terms of the Agreement and this DPA; as required by the law, Controller shall obtain the approval and/or shall inform the data subject regarding the transfer and/or process of the data by MediNav and shall respect any other legal requirements.
c) it takes reasonable steps to ensure that Personal Data is accurate, complete and current; adequate, relevant and limited to what is necessary in relation to the Purposes for which they are Processed; and kept in a form which permits identification of Data Subjects for no longer than is necessary for the Purposes for which the Personal Data are Processed unless a longer retention is required or allowed under the applicable law;
2.3.2 MediNav, as Processor, shall:
a) process Personal Data in accordance with the Client’s lawful written instructions, including but not limited to the instructions set forth by the Agreement, and not for any other Purposes than those specified in Clause 2.2. of this DPA, unless otherwise agreed by both Parties in writing;
b) provide appropriate privacy notices regarding the Processing of Personal Data for the Purposes in line with the requirements of the EU Data Protection Legislation;
c) promptly inform the Controller if, in its opinion, the Controller’s instructions infringe the EU Data Protection Legislation, or if the Processor is unable to comply with the Controller’s instructions;
d) keep internal records of Processing of Personal Data carried out as a Processor on behalf of the Controller;
e) notify the Controller when local laws prevent the Processor (i) from fulfilling its obligations under this Agreement and have a substantial adverse effect on the guarantees provided by this Agreement, and (ii) from complying with the instructions received from the Controller via the Agreement, except if such disclosure is prohibited by the applicable law;
f) ensure that any Sub-Processors engaged by the Processor in order to Process Personal Data in the context of the Services shall comply with the EU Data Protection Legislation and shall abide with the obligations set out in this Agreement.
2.3.3. Processing any Personal Data outside the scope of the Agreement will require prior written agreement between the parties by way of written amendment to the Agreement.
3.1 Use of Sub-Processors. Client hereby generally authorizes MediNav to engage internal and external Sub-Processors in order to Process Personal Data in the context of the Agreement and to continue using the internal and external Sub-Processors already engaged in the provision of the Services.
3.2. Requirements for Sub-Processors Engagement. When engaging any Sub-processor, MediNav shall conclude a written agreement wherein the Sub-Processors guarantee to: a) access and use only Personal Data to the extent required to perform the obligations subcontracted to it; b) comply with the requirements of EU Data Protection Legislation, with the Controller’s lawful instructions, including but not limited to the instructions and obligations set forth by this DPA.
3.3. MediNav shall provide the Client with a prior written notice regarding any addition of a Sub-Processor. If within 10 (ten) working days after the receipt of such notice the Client does not inform MediNav in writing of having any objections to the proposed appointment of a Sub-processor, the Processor shall consider that the Controller has authorized such appointment.
3.4. MediNav shall not disclose any Personal Data to the proposed Sub-Processor until reasonable steps have been taken to address the objections raised by the Client and the Client has been provided with a reasonable written explanation of the steps taken.
3.5. MediNav shall remain liable for all obligations subcontracted to, and all acts and omissions of, the Sub-processor.
4.1. Security Measures by MediNav. MediNav will implement and maintain appropriate technical and organizational security measures to protect against Personal Data Breaches and to preserve the security and confidentiality of Personal Data processed by MediNav on behalf of Client (“Security Measures”) in accordance with EU Data Protection Legislation. The Security Measures are subject to technical progress and development. MediNav may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Client.
4.2 Security Measures by Client. Client is also responsible for implementing and maintaining appropriate technical and organizational security measures in order to comply with the EU Data Protection Legislation.
4.3. Confidentiality. MediNav shall ensure that any person acting under their authority and having access to Personal Data is subject to a duly enforceable contractual or statutory confidentiality obligation.
4.4. Training. MediNav shall ensure that any person acting under its authority and having access to Personal Data is appropriately trained in line with their responsibilities under applicable data protection law.
4.5. Personal Data Breaches. MediNav shall notify Client without undue delay and no later than 48 hours upon MediNav or any Sub-processor becoming aware of a Personal Data Breach affecting Personal Data, providing Client with sufficient information necessary to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the applicable law. MediNav shall cooperate with Client and shall provide reasonable assistance in order to remedy or mitigate the effects of the Data Breach.
5. Audit Rights.
5.1. MediNav shall make available at the Client’s prior written request, all information required to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by Client or an auditor mandated by Client in relation to the processing of the Personal Data.
6. Data Transfers.
6.1. MediNav will not transfer Personal Data outside EU.
7. Deletion/return of Personal Data.
7.1. Upon expiration or termination of the Agreement, MediNav shall at Client’s election, delete or return to Client all Personal Data in its possession (including copies), except to the extent MediNav is required by applicable law to retain some or all of the Personal Data (in which case MediNav will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to such Personal Data.
7.2. As an exception, MediNav is allowed to store and use fragments of anonymized audio and text data (not containing any personal data) to perform improvements of the accuracy provided by the assistant in the form of automated training of mathematical models. MediNav is allowed to use such data for an unlimited period of time.
8.1 Data Protection Requests. If MediNav receives any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement, including requests from individuals seeking to exercise their rights under EU Data Protection Law, MediNav will promptly redirect the request to the Client. MediNav will not respond to such communication directly without Client’s prior authorization, unless legally compelled to do so. If MediNav is required to respond to such a request, MediNav will promptly notify Client and provide Client with a copy of the request, unless legally prohibited from doing so.
8.2. Client Requests. MediNav will reasonably cooperate with Client, at Client’s expense, to permit Client to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement to the extent that Client is unable to access the relevant Personal Data in their use of the Services.
8.3. DPIAs and Prior Consultations. To the extent required by EU Data Protection Law, MediNav will, upon reasonable notice and at Client’s expense, provide reasonably requested information regarding the Services to enable Client to carry out data protection impact assessments (“DPIAs”) and/or prior consultations with data protection authorities.
8.4 Legal Disclosure Requests. If MediNav receives a legally binding request for the disclosure of Personal Data which is subject to this DPA, such request will be dealt with in accordance with this DPA.
9.1. MediNav shall be liable for the damage caused by processing only where it has not complied with obligations of the EU Data Protection Legislation specifically directed to Processors or where it has acted outside or contrary to lawful instructions of the controller (the Client). MediNav shall be exempt from liability if it proves that it is not in any way responsible for the event giving rise to the damage (including force majeure events) and/or if MediNav respected all the Security Measures, as they are stipulated by this DPA. In the situation that MediNav is liable, in accordance with the provisions of this clause and if any prejudice is caused to the Client, MediNav liability shall be limited to the price paid by the Client for the Services provided by MediNav in relation with the personal data processing for the month when the Personal Data Breach occurred.
9.2. Client shall be liable for the damage caused by processing which infringes the EU Data Protection Legislation. Client shall be liable for any breach of its obligations under this DPA and for any prejudice caused to MediNav and shall repair the entire prejudice.
10.1. Jurisdiction and governing law. Parties hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity. This DPA is governed by the laws of the country or territory stipulated for this purpose in the Agreement.
10.2. In the event of inconsistencies between the provisions of this DPA and the Agreement (except where explicitly agreed otherwise), the provisions of this DPA shall prevail.
10.3. This DPA is open to change on both parties mutually agreeing.
ANNEX 1: DETAILS OF PROCESSING OF COMPANY PERSONAL DATA
ANNEX 2 – SECURITY MEASURES
MediNav has implemented the following technical and organizational measures, in relation with the personal data processing:
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services:
Measures for user identification and authorisation
Measures for the protection of data during transmission
Measures for the protection of data during storage
Measures for ensuring physical security of locations at which personal data are processed
ANNEX 3 – SUB-PROCESSORS
For the purposes of providing the services, Medinav is relying on the following Sub-processors:
Amazon AWS (AWS Region: Europe (Frankfurt))
Eschborner Landstrasse 100, Frankfurt am Main 60489, Germany
Equinix FR4, Equinix
Larchenstrasse 110, Frankfurt, Germany, 65933
NTT GDC Frankfurt 1, NTT Global Data Centers
Eschborner Landstrasse 100, Frankfurt, Germany, 60489
Interxion FRA1, Interxion (Digital Realty)
Hanauer Landstrasse 302-304, Frankfurt, Germany, 63104
AI training and prediction
Amazon AWS (AWS Region: Europe (Frankfurt))
Addendum no. 2 – Project details
Article 1. The right to use the Product
Purpose of use: medical transcribing of any kind of reports and results through voice.
The Product can be used in the following Clinics and departments: radiology, cardiology, gastroenterology, gynecology, anatomo-pathology.
Article 2. Price and payment terms.
2.1. The Client shall pay a monthly or annual price as selected on the subscription page.
On demand, MediNav can offer manual verification of the recordings of users for 100% accuracy which is charged at 15 EUR/hour or approximately 3 EUR/patient (manual verification, on average, corrects 5 consultations per hour, but it can be more or less depending on the complexity of the case).
The first 14 days of free trial includes any number of manual verifications done by our medical students.
2.2. The price will be invoiced in EUR, VAT included.