Dated: l February 2024
Welcome to the General Terms and Conditions of Maven Health GmbH (“Terms”).
These Terms govern all legal relationships relating to the provision of goods and/or services (“Services”) between you as a customer (“User”, “you”, “your” or “yours”) and Maven Health GmbH, Switzerland, as supplier (“Maven Health”, “we”, “our” or “us”). You and we are hereinafter jointly referred to as the "Parties" and individually as the "Party". By acquiring or using the Services you accept these Terms.
The Services shall be agreed upon in individual contracts, for example in the form of offers or in the form of binding term sheets (“Individual Contracts”). These Terms form an integral part of all Individual Contracts relating to Services between Maven Health and you.
We may amend these Terms at any time. We will notify you of the change in an appropriate manner. Without your written (e.g., e-mail) objection within one month after we have informed you of the changes, you will have been deemed to have approved of and agreed with the amendments.
All prices are inclusive of the statutory value added tax.
Except as otherwise provided in writing, invoices shall be paid within 30 days from the date of the invoice. If you have not paid the invoice in full by the due date, you will immediately be considered in default of payment, and we may discontinue the provision of the Services, take other measures to prevent accumulating damages and/or terminate the contract without any notice or compensation.
Our Services are provided to healthcare professionals only.
The Services consist of personalized interpretations of metabolites measurements. All levels of interpretation of these metabolite measurements (single metabolite values, higher-level scores and other interpretations) are not to be used for any medical purpose. Maven Health is not a healthcare provider and any medical decision based on our Services should be done with a qualified healthcare professional.
Maven Health does not diagnose, treat, cure or prevent any disease, nor does it provide any medical diagnoses.
You acknowledge that the costs for our Services are not covered by health insurance.
You are responsible that all data you have provided to us is correct. We have no obligation to check the accuracy of any data. If you have provided us with incorrect data, it may not be possible to carry out Services. However, you will remain liable for the costs of the Services. Any liability on our part is excluded.
The Services are provided “as is” without warranty of any kind, neither express nor implied. The following warranties are expressly excluded from this Agreement: merchantability, fitness for a purpose, non-infringement of third party’s IP Rights, or any quality standard.
To the extent legally permissible, Maven Health has no liability whatsoever with respect to the information and suggestions provided, generated, or concluded in connection with the Services. You agree that Maven Health is not responsible or liable to you for any claim, loss, or damage arising from the Services or any of your use of the Services. Any decision or action you take based on any output and/or information provided by the Services is taken at your own risk. You acknowledge and agree that the use of the Services is entirely at your own risk.
You agree and represent and warrant that:
(a) You can form a binding contract with Maven Health.
(b) You are not a person barred from receiving the Services under the laws of the jurisdiction from which you use the Services.
(c) You have permission to and give permission to Maven Health, its contractors, successors, and assigns to process the disclosed information and analyze the sample you submitted, and you specifically request Maven Health to disclose the results of such analyses to you and to other persons authorized by you.
(d) You acknowledge that Maven Health may offer different, modified or additional technologies or features to collect and/or to interpret samples and information in the future, and that your initial purchase of a Service does not entitle you to any additional Services based on such different, modified or additional technology or feature without compensation, and that you will have to pay additional fees in order to have samples or information collected, processed, and/or interpreted using any future, modified or additional technology or feature.
(e) You understand that by providing any sample or information, having information processed, or accessing information from Maven Health, you do not acquire any rights in any research or commercial products that may be developed by Maven Health or its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors and assigns. In particular, you understand, acknowledge and agree that you will not acquire any right or be entitled to any compensation in connection with any research or commercial products that include, are based on or result from your information or sample.
(f) You shall use our testing kit and shall instruct any other end-user of the testing kit to use the testing kit in accordance with Maven Health’s instructions and any other directive provided by Maven Health, as amended from time to time by Maven Health.
(g) You shall inspect the Services for damage, defects, evidence of tampering, product expiration, or other non-conformances. If any defect is identified, such defected Service must not be offered for sale and must promptly be reported to Maven Health.
(h) Your sample, once submitted to and analyzed by us, is processed in an irreversible manner and cannot be returned to you. Any information derived from your sample(s) remains your information, subject to rights we retain as set forth in these Terms.
(i) As a condition of your use of the Services, you warrant to Maven Health that you will not use the Services for any purpose that is unlawful in any jurisdiction or prohibited by these Terms. You may not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
(j) You cooperate with Maven Health with respect to any product recalls, consumer safety information dissemination efforts or Service changes.
(k) You comply with any laws applicable to you in relation with our Services.
By using the Services, you agree you will not use the Services to:
(a) Modify any of the testing kits, product – goods supplied by Maven Health.
(b) Use any information received through the Services to attempt to identify other customers, to contact other customers, or for any forensic use.
(c) Advertise or offer to sell or buy Services for any business purpose, unless specific terms and conditions have been provided for redistribution and other uses of Services.
(d) Intentionally or unintentionally violate any applicable local, state, national or international law or any regulations having the force of law.
You agree to defend and hold Maven Health, and its subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors and assigns harmless from any claim, or demand, including reasonable attorneys’ fees, made by any third party (including your customers) due to or arising out of your own or your subsidiaries’, affiliates’, officers’, agents’, contractors’, partners’, employees’, successors’ and assigns’ use of any goods provided by Maven Health or any information or products obtained from our Services, including any use or modification of any sample analysis or any information for diagnostic or other purposes or any breach of section 8 of these Terms.
All rights, title, interest in and to the Services and any process related to the Services, including the design, structure, selection, coordination, expression of the content of the Services, including all intellectual property rights thereto, is owned, controlled or licensed by Maven Health and shall remain with Maven Health and its licensors.
You may only use our Services (including our testing kits and any of our reports) in their original form and packaging. Relabeling, repackaging and other alterations to our Services are not permitted. Tampering with, defacing or otherwise altering any serial number, batch, lot code, SKU or other identifying information on products or their packaging is prohibited. You may not remove, translate, or modify the contents of any label or literature on or accompanying the Services. You shall not use Maven Health trademarks, logos, icons, product names, taglines, and slogans supplied by Maven Health other than as permitted by Maven Health. You shall promptly take down any use of Maven Health trademarks if and when requested by Maven Health. You shall not advertise, market, display, or demonstrate non-Maven Health Services together with Maven Health Services in a manner that would create the impression that the non-Maven Health Services are made by, endorsed by, or associated with Maven Health. We may provide for exceptions in writing.
Your use of the Services is governed by our Privacy Notice. Please review our Privacy Notice to learn more about how we handle data.
Each Party shall treat all personal data in accordance with all applicable laws, regulations, regulatory requirements and codes of practice in connection with the processing of personal data.
You shall keep the terms of our contractual arrangements confidential.
Maven Health shall not be held liable if provision of the Services is interrupted, restricted to varying degrees or rendered impossible by force majeure.
Maven Health may, at any time, terminate its contract with you if you have breached any of the Terms or if Maven Health is required to do so by law.
Except as otherwise provided in this Terms, no omission or delay on the part of any Party in exercising any right or remedy under this Terms or by law shall be construed as a waiver thereof or of any other right or remedy, nor shall prejudice or impair any further exercise of such or any other right or remedy. Any single or partial exercise of any right or remedy under this Terms or by law shall not preclude the further or any future exercise thereof or of any other right or remedy.
You may not assign or delegate any rights or obligations under these Terms or any Individual Contract.
This Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement is intended to or implicitly confers upon any other person any right, benefit or remedy of any nature whatsoever, except to the extent explicitly stated in this Agreement. In the event that any third party stipulation contained in this Agreement is accepted by any third party, such third party will not become a party to this Agreement.
If any provision of this Terms, or the application thereof to any Party or circumstance, is held to be illegal, invalid or unenforceable in whole or in part under any law, then such provision shall to that extent be deemed not to form part of this Agreement and, to the extent reasonably possible, replaced by the Parties with a legal, valid and enforceable provision that, seen in the context of this Agreement as a whole, achieves as closely as possible the intention of the Parties under this Agreement, without affecting the legality, validity and enforceability of the remainder of this Agreement.
These Terms and any non-contractual obligations arising out of or in connection with it shall be subject to and governed by Swiss substantive law, excluding its rules on conflict of laws and excluding international treaties (in particular the Vienna Convention on the International Sale of Goods dated 11 April 1980; CISG).
Any disputes arising out of or in connection with this Terms including disputes regarding its conclusion, binding effect, amendment and termination, shall be subject to the exclusive jurisdiction of the courts of the Canton of Zurich, Switzerland, venue being Zurich 1.
