DIMDI - License Agreement Version July 2011 (Translation)

Contract (Translation)

between 
the Federal Republic of Germany
represented by the Federal Ministry of Health
which is represented by the Director
of the German Institute for Medical Documentation and Information 
- hereinafter referred to as DIMDI -

and 

Mr./Mrs. (first and last name):

Company (write name out in full):

Legal Form:

Registration No. in Commercial Register:

Value Added Tax Identification No.:

Tax No.:

Legally represented by (write first and last name legibly):

Address: (not a PO box)

Postcode/City:

Country:

E-Mail Address:

Tel.:

Fax:

- hereinafter referred to as the customer -

with the following invoice address (if different from above)

Mr./Mrs./Company:

Responsible Person(s):

Internal Invoicing No.:

Address:

Postcode/City:

Country:

E-Mail Address:

Tel.:

Fax:

User Group 1: Government authorities, publicly financed research institutions, universities, technical colleges, schools, publicly sponsored hospitals, press representatives (ID required)

User Group 2: Others (e.g. businesses, private individuals, lawyers, medical practices)

1. Services of DIMDI

1.1 DIMDI provides the customer with online access to the publicly available databases implemented at DIMDI. The conditions set forth in this contract and Annex (Fees and Conditions) apply. The customer is aware of the fact that the content and/or scope of DIMDI's database offer can change after the conclusion of the license agreement due to updates and database installations by producers, etc. This will in no way influence the agreement.

1.2 Up-to-date user documentation is available on the internet.

1.3 The terms of each supplier selected by the user apply for the services (e.g. online ordering of full texts) of third parties ordered online through DIMDI.

2. Online Access

2.1 Specific information about access to DIMDI is available under www.dimdi.de.

2.2 The customer must procure and maintain the data terminals and connections to the required public telecommunication network and carry the incurred telecommunication costs.

3. Rights and Obligations of the Customer

3.1 The customer has the right to search in the publicly accessible DIMDI databases and use the services of DIMDI provided in connection with same.

3.2 The customer is obliged to use the search results for his own purposes only; information brokers are obliged to use the search results for the personal purposes of their clients.

3.3 The customer will receive one or more user codes as proof of his access authorization. If the customer does not apply for the user code for himself but for one or more other persons, DIMDI must be informed of this in writing. The customer is responsible for the security of these user codes. He has the obligation to personally protect the user codes by a secret, self-defined password that can be changed by him at any time.

3.4 Underlying the provisions of this contract, the customer is not entitled to conclude any subcontracts with third parties. For this purpose, it is necessary to make a separate written agreement with DIMDI. The customer is solely responsible for all of the obligations arising from this contract.

4. Prices and Terms of Payment

4.1 Each currently valid pricelist, comprising research-dependent charges, licence fees to be paid to the database manufacturers and value-added tax at the legally valid rate (see enclosure: Prices and Conditions), is a component of the agreement and can be accessed in the internet under www.dimdi.de.
Price increases and changes to the minimum remuneration charges per discount level, as well as the classification of the discount levels (enclosure) will be announced there before they come into effect. As a rule, price increases will be announced in the internet by 30 November of any calendar year and will take effect from 1 January the following year. The exception to this are price increases of which DIMDI is informed at short notice by the database manufacturers. Price increases of this kind are published in the internet in advance one month before they become effective. It is up to the users to inform themselves accordingly.

4.2 The customer will receive invoices from DIMDI up to four times a year for utilized services at the currently valid prices from a certain minimum turnover onwards. The invoiced amounts are to be paid without deductions, in particular postage fees and bank charges, no later than 4 (four) weeks after the date of the invoice. Payment information can be taken from each respective invoice.

4.3 In the event of delay in payment, DIMDI is entitled to block the user code/s and/or to cancel this contract without notice after prior reminder. In addition, DIMDI will impose interest on arrears at a rate of 5% above the applicable base interest rate of the European Central Bank that is published in the Federal Bulletin by Deutsche Bundesbank. The price per reminder is € 2.50.

5. Guarantee and Responsibility

5.1 DIMDI accepts no responsibility for the accuracy, completeness or usefulness of the retrieval results, especially their usefulness for a particular purpose of the customer. The same applies to third party services ordered online.

5.2 No liability will be accepted for damage caused by technical faults or interrupted/restricted operations.
DIMDI can only be held liable for damage caused by the faulty further processing of information and all further damage if such damage can be proven to have been caused deliberately or through gross negligence. In the case of damage caused by slight negligence, DIMDI can only be held liable for the infringement of obligations the fulfilment of which fundamentally enables the orderly execution of the contract, or upon which the user may rely to a particular extent ("essential obligations"), but limited to the typical kind of damage that could be foreseen at the time the contract was signed.

5.3 DIMDI accepts no responsibility for damage incurred by the customer due to loss or misuse of the user codes allocated to him (paragraph 3.3 of this contract). DIMDI is willing to change the user code at the customer's written request.

5.4 The customer relieves DIMDI from all claims and expenses which could result because the rights of third parties (e.g. copyrights, patents) were violated through the use of DIMDI's services.

6. Copyright

6.1 All copyrights are reserved.

6.2 In addition to this, the regulations of the respective database producers, which are summarized at DIMDI and are available on internet, apply to the individual databases, even when these texts are written in the language of the database producer.

6.3 The obligation to protect copyright exists beyond the termination date of the license agreement.

7. Data Protection and Confidentiality

7.1 With the signing of this contract, the customer and his representatives agree that DIMDI may collect their personal data in electronic form, store it in electronic form, use it for invoicing purposes and further process it for the tasks listed in this contract. This data may be passed on to third parties (e.g. database producers, libraries) within the scope of fulfilling contractual obligations.

7.2 The customer’s user codes, queries, and search profiles will be handled confidentially by DIMDI. They may only be passed on to third parties with the customer's prior written consent.

7.3 Although DIMDI's database offer is protected by safeguards, DIMDI gives no warranty whatsoever for the unprotected transfer of data to the customer.

7.4 The data protection statement does not extend to other database providers to whom the customer could easily make access through DIMDI's offer.

8. Period of Validity and Cancellation

8.1 This contract can be terminated by the parties to it in compliance with a notice period of three months to the end of a calendar year. In the event of a price increase in line with No. 4.1, Sentence 2, the contract can be terminated unilaterally by the user with a notice period up to 31 December of the year in which the price increase was announced. With price increases in line with No. 4.1, Sentence 3, it is agreed that a notice period of four weeks to the end of the quarter will apply from the date of publication in the internet. All forms of contract termination must be made in writing.

8.2 Infringements of essential contractual obligations entitle DIMDI to block the user code(s) and terminate the contract without notice for an important reason if necessary.

9. Amendments, Collateral Agreements

9.1 DIMDI reserves the right to amend the provisions of this contract. Notification of amendments will be sent to the contractor’s last contract address as reported to DIMDI by the user. Notification of this kind must be given at least 30 days prior to the date on which the amended provisions take effect. If the provision of services by DIMDI is to continue under the amended provisions, this is regarded as agreed.

9.2 Neither party to the contract may transfer rights resulting from this agreement to a third party without the prior written agreement of the other party.

9.3 This agreement, including all enclosures, constitutes the only contractual agreement between the user and DIMDI concerning online access to the publicly accessible databases and services offered by DIMDI, and it supersedes all explicit or tacit previous agreements.
No oral collateral agreements have been reached.

10. Place of Performance, Place of Jurisdiction and Legal Basis

10.1 The place of performance is the official seat of business of DIMDI.

10.2 If the customer is entered in the commercial register, is a legal entity or a separate estate under public law, or has no general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction for any disputes arising from this contract will be Cologne. DIMDI is entitled to file suit at the customer's main seat of business.

10.3 This contract is subject to the applicable law of the Federal Republic of Germany, excluding German International Private Law and excluding the United Nations Commission on International Trade Law. The binding contract language is German.

10.4 Any General Terms and Conditions of the customer which might vary from the conditions stipulated in this text do not apply.

11. Severability Clause

Should any of the current or future provisions of this contract be or become wholly or partially invalid/ineffective or unfeasible for reasons other than those given in Arts. 305 – 310 BGB (German Civil Code), this will not affect the validity of the remaining provisions of this contract unless the execution of the contract constitutes an unreasonable hardship for one of the parties under consideration of the following regulation. The same applies if a loophole requiring supplementary provisions opens up after the contract has been signed. The parties are obliged to replace the invalid/ineffective/unfeasible provision or loophole requiring supplementary provisions with an effective provision the legal and commercial content of which complies with that of the invalid/ineffective/unfeasible provision and overall purpose of the contract.

Please use the contract in German language (PDF, 385 kB) to sign.

For the Customer

Place:

Date:

First and last name
(in block capitals)

Legally binding signature(s) and company stamp(s)

For DIMDI

Cologne

Date

Per proxy