MESI General Terms and Conditions for the provision and use of services to legal entities
Last Updated: February 16, 2026
These General terms and conditions contain all the necessary information regarding the implementation, operation and use of services provided to legal persons by the company MESI Ltd (hereinafter MESI), as part of its activities as the development of medical devices, all in compliance with these general terms and conditions and the applicable law and regulations of the Republic of Slovenia.
These general terms and conditions govern the mutual rights and obligations and other terms and conditions of business cooperation in relation to the use of the MESI’s services by legal entities and are binding on all legal entities who use MESI’s services.
The customer accepts and agrees to these general terms by: (i) executing an agreement that references these general terms; (ii) clicking a box indicating acceptance; or (iii) using the services. The individual accepting these general terms and conditions on behalf of a legal entity guarantees that he has the authority to bind such entity to these terms and conditions. If the individual accepting these general terms and conditions does not have such authority or does not agree with these terms and conditions, such individual must not accept these general terms and conditions and may not use the services.
The most current version of these General terms and conditions for the provision and use of services to legal entities, the list and description of services and other important documents and information can be found on the MESI’s website.
Contents:
1. Meaning of terms
2. Establishment of a contractual relationship
3. Provision of services
4. Rights and obligations
5. Fees and payments
6. Right to complaint
7. Restrictions and termination of services
8. Force majeure
9. Termination of the contractual relationship
10. Communication
11. Equipment
12. Processing of personal data
13. Confidentiality
14. Proprietary rights
15. Disclaimers, limitations, prohibitions and precautions
16. No waiver and severability
17. Dispute resolution and governing law and jurisdiction
18. Change of general terms
19. Validity of the general terms
ADDENDUM 1: Professional services addendum
ADDENDUM 2: Service level and support addendum
1. Meaning of terms
1.1 The terms used in these general terms and conditions are defined as follows:
• Agreement – is defined as a confirmed offer or signed purchase order between the customer and MESI based on these general terms, including all its applicable appendices or annexes and other agreements, instructions, technical requirements and documents, regardless of how they are referred to (e.g., statement of work, quotes, price list, service order form, data sharing authorisation form, or other ordering document), that includes the currently valid price for services from MESI's offerings or other customer payment obligations or specific arrangements under which MESI provides the customer with the use of services.
• Appendices – are defined as those documents referred to in the contract and forming an integral part thereof; they may be provided on a durable medium or as specifications on a website where the customer can download and save the appendices as a .pdf file for documentation, future use, and unaltered reproduction.
• Applicable regulations – are defined as the laws, subordinate legislation, and other acts in force in the Republic of Slovenia, as well as European Union regulations that are directly applicable in the Republic of Slovenia; they apply directly to all relationships that are not regulated by the contract or any other contract or are not regulated differently.
• Billing period – is defined as the period of time, the time frame for which MESI evaluates and charges the customer for the services provided and other products from the agreement, and the customer’s other payment obligations based on that agreement.
• Customer's personal data – is defined as any personal data that customer or its users own that relates to an individual, regardless of the form in which it is expressed.
• Contract – is defined as any agreement concluded with a customer, including all applicable appendices (e.g., general and special terms, order form) or annexes, other agreements, rules, instructions, technical requirements, and special conditions and documents, regardless of how they are referred to (e.g. subscription contract, agreement, arrangement, order form), under which MESI provides the customer with the use of services and other products.
• Complaint – is defined as an objection or claim against MESI’s decision, billing, invoice, or other action in connection with the performance of services under the terms of the contract.
• Customer – is defined as an individual legal entity and, where appropriate, its affiliated companies, which enters into a contract with MESI for the use of services and other products.
• Equipment – is defined as all electronic, including communication, equipment that enables access to MESI services (e.g., computer, tablet).
• General Terms – are defined as these General terms and conditions for the provision of services to legal entities and form an integral part of the contract.
• Invoice – is defined as any invoice issued under the contract on which MESI charges the customer for services and other services and products from MESI's offer, as well as the customer's other payment obligations for a specific billing period.
• MESI – is defined as the company MESI, development of medical devices, Ltd, Leskoškova cesta 11A, 1000 Ljubljana, Slovenia, with tax ID number SI67221998, ident. no. 3844501000, inscribed in the Court Registry Sheet SRG no. 2011/21237, and its affiliated companies.
• MESI’s services or services - are defined as the services MESI provides or provides access to in accordance with the offer for products, cloud-based and other technical and commercial services, including but not limited to the provision of access to support services, configurations, integrations, implementations, documentation, and training services, in each case pursuant to an agreement.
• Personal data – is defined as any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (thus including health data – personal data related to the physical or mental health of a natural person, including the provision of health care services, which reveal information about his or her health status).
• Professional or special services – are defined as add-ons related to services, which may include customisations, connections to other IT systems or applications of the customer, development of new functionalities, special requirements regarding compliance with personal data protection applicable regulations, development of new software and interfaces, additional training, and any other actions specifically agreed with the customer in relation to ensuring the operation of the agreed new/additional functionalities of MESI’s service, which are adapted to the customer’s needs and as agreed in an agreement.
• Services of other providers – are defined as services provided by other providers of individual services other than MESI that provide their services to customers directly or through MESI.
• Special terms – are defined as all terms, conditions, instructions and other guidelines that, together with these general terms, govern the contractual relationship and form an integral part of the contract, e.g., but not limited to, governing the performance of individual services, the use of equipment, the use of professional services.
• User – is defined as the customer or other actual user of the services; individuals who are authorised by the customer (e.g., the customer’s employees, consultants, contractors, and agents, including qualified medical professionals, as determined and monitored by the customer) to use and access the services in accordance with these general terms and, as applicable, the special terms, and who have been supplied user identifications and passwords by the customer in accordance with MESI’s reasonable security and user-credentialling requirements as MESI may communicate to the customer from time to time.
• Working day – is defined as any day except Saturdays, Sundays and public holidays as specified by applicable regulations.
1.2 If the meaning of a term used in these general terms is not specified, the meaning of such term shall be as defined in the special terms. If the meaning of such a term is not defined in the special terms, its meaning shall be as defined by the directly applicable regulations.
1.3 The meaning of terms shall apply regardless of whether a term is used with a lowercase or uppercase letter in the general or special terms.
1.4 Terms used in these general terms that are written in the masculine grammatical form are used as neutral for both women and men.
2. Establishment of a contractual relationship
2.1 The business cooperation is established upon conclusion of the contract, where the purchase of services shall be executed by signing an agreement between the customer and MESI based on these general terms. The agreement, including all applicable appendices (e.g., general and special terms, agreement) or annexes, other agreements, rules, instructions, technical requirements, and special conditions and documents, regardless of how they are referred to, together with these general terms, constitutes the entire contractual relationship between the customer and MESI.
2.2 To conclude a contract, the following conditions must be met:
(i) the individual accepting these general terms on behalf of a customer or other legal entity must have the authority to bind such entity to these terms and must accept these general terms;
(ii) the customer must be considered solvent and can provide documentation to support this assertion in a manner that, in MESI's reasonable judgement, leaves no doubt about the customer's solvency;
(iii) there are no circumstances that in MESI's reasonable judgement could jeopardise or hinder customers' payment of the invoice;
(iv) customer does not already have two or more contracts with MESI;
(v) customer does not have any unsettled disputes with MESI (e.g., unsettled financial obligations);
(vi) customer meets all the conditions for concluding a contract as specified by the applicable regulations;
(vii) customer submits all documents, information, and any necessary authorisations and consents that are required or that MESI reasonably deems necessary to determine whether the conditions for concluding a contract are met, as well as evidence thereof, where the evidence referred to and the content of which may vary according to MESI's general rules of experience, including but not limited to verifying identity by inspecting a valid public document that includes a photograph and information by means deemed appropriate by MESI.
2.3 MESI is not obliged to conclude a contract if:
(i) MESI reasonably believes that the customer does not meet the conditions for concluding a contract as set out in these general terms or applicable regulations;
(ii) customer is facing proceedings in MESI's reasonable judgement, representing a business risk for MESI;
(iii) MESI reasonably believes that there is a likelihood that the customer could breach the contract;
(iv) there are technical reasons for this;
(v) customer provides MESI with incomplete or incorrect information required when concluding the contract, or the customer does not provide the documents required from which this information is evident;
(vi) customer has concealed facts that would prevent MESI from concluding a contract.
(vii) customer have falsified information in order to appear to meet the conditions for concluding a contract;
(viii) MESI determines that the services shall actually be used by a third party against whom the aforementioned reasons for rejecting the request to conclude a contract exist.
2.4 MESI reserves the right to request at any time during the validity of the contractual relationship that the customer submit all documents that MESI reasonably deems necessary to prove that the customer meets the conditions required for the performance of the contract. When a customer fails to submit the requested documents, MESI shall consider that the customer does not meet the specified conditions. MESI reserves the right to request that the customer submit the documents in the event of signs of abuse or misuse or use of the services in violation of these general terms or applicable regulations.
2.5 The contract is concluded for an indefinite period, unless otherwise specified therein or in agreement.
2.6 By concluding the contract, a contractual relationship is established exclusively between MESI and the customer. The customer is responsible for all of the customer's users' obligations under the contract and is obliged to ensure that all obligations under the contract are fulfilled in full and correctly. The customer selects all users at his own responsibility and is obliged to familiarise them with all the provisions and terms of the contract. All actions performed by customer’s users in relation to MESI are actions performed on the customer's behalf and for his account.
2.7 The services are available to the customer once MESI has successfully integrated the customer into the system for using the services, unless otherwise specified in the agreement. If the required conditions or technical possibilities for inclusion do not exist, MESI may postpone the start of the services until the conditions are met or withdraw from the contract without notice. MESI shall charge the customer for the services from the moment he is included in the system for using the services, unless otherwise specified in the agreement.
3. Provision of services
3.1 MESI shall:
(i) make the services available to the customer and the customer's users as ordered by the customer pursuant to an agreement, which shall be deemed an integral part of and subject to these general terms;
(ii) as applicable, make available “for fee” consulting and professional and other services as set out in separate agreements and governed by MESI’s professional services addendum attached to these general terms as Addendum 1, forming an integral part thereof;
(iii) make the services and MESI’s customer support available in accordance with MESI’s service levels and support addendum attached to these general terms as Addendum 2, forming an integral part thereof; and
(iv) provide the services, including the aforementioned professional services, in accordance with applicable regulations governing services of the certain type provided by MESI and its specific term.
3.2 The terms and conditions for the use, access, implementation, quality, and content of services MESI determines independently and in accordance with applicable regulations. Services are performed or made available for access and use within the framework of MESI's current offer and in accordance with technical capabilities, the contract and applicable regulations. Depending on the specific conditions, certain types of services may not be accessible to individual customers.
3.3 The provision of and access to services or their use is subject to the terms of the contract, as well as to the proper functioning of the electrical grid, internet and other equipment necessary for the use of services. In the event of their malfunction or failure due to force majeure (e.g., war or state of emergency, a situation caused by natural or other disasters, etc.), reasons on the part of the customer, restrictions specified in applicable regulations or governmental acts that MESI is obliged to comply with (e.g., in the event of an epidemic, power reduction, etc.), or other reasons beyond MESI's control or reasons that MESI cannot prevent, remedy, or avoid, the use of the service shall not be possible and available (in part or in whole), and MESI's liability for any damage and costs incurred is excluded. MESI shall also not be held responsible for: (i) damage caused by the customer's inappropriate, incorrect, or improper use of services or equipment, including installation or other actions of the customer; (ii) any errors, disruptions, and interruptions in the operation of services resulting from technically inadequate installation, physical limitations (connections), and (iii) any other external influences (e.g., jammers and amplifiers that interfere with the network) beyond the control of MESI.
3.4 MESI assesses the performance, functioning or possible malfunctioning issues of its services primarily based on its own technical data on the performance of the services, including their performance for the customer (e.g., the functioning of the customer's internet connection) and, as applicable, on the information provided to MESI by the customer.
3.5 To ensure the uninterrupted provision of services at an acceptable predetermined level and to ensure security management, MESI has established, in accordance with internationally recognised standards and best practices, management systems (such as business continuity management systems and information security management systems). As the provision and operation of services also depends on the operation of the work and equipment for which the customer is responsible, MESI recommends that the customer also have in place a plan for continuous operation (e.g., proper recovery after a power failure, adequate backup power supply, etc.) and provide the resources for such continued operation.
3.6 The deadline for the commencement of services after the conclusion of the contract is specified in the special terms, unless otherwise specified in the agreement. The same applies mutatis mutandis in the case of the deadline for the commencement of services after any amendment to the contract. In the event that MESI determines that the commencement of services cannot be carried out within the agreed deadlines, it shall notify the customer of the reasons for the delay and the expected new deadline.
3.7 MESI reserves the right to temporarily restrict or suspend the provision of individual or all services at any time due to upgrades, updates, or maintenance, or due to an error or malfunction, or if permitted by directly applicable regulations. Such restrictions or suspensions may remain in effect for as long as the reason for the restriction or suspension persists. In the cases referred to in this paragraph, the customer is not entitled to any compensation for damages and costs for the duration of these restrictions or interruptions. Planned restrictions or interruptions in the provision of services due to additions, upgrades, or maintenance shall be announced priorly on the MESI website or communicated by a message sent to the customer at the e-mail address specified by the customer in the agreement or any other means that are deemed appropriate by MESI at least one (1) day in advance, while major restrictions or interruptions due to malfunctions or errors shall be announced immediately.
3.8 In the event of security incidents on the part of MESI in relation to the services and related information, MESI shall act in accordance with the applicable regulations and these general terms.
3.9 MESI reserves the right to in its discretion engage subcontractors or third-party service providers to assist MESI to perform and provide services, but MESI will remain fully responsible for the services according to applicable regulations.
3.10 Within the framework of the provision of services, MESI reserves the right to take all necessary measures at any time to protect the rights of customers and the rights of third parties, as well as to protect its own rights and equipment, all in accordance with applicable regulations.
3.11 MESI is committed to ensuring the secrecy, confidentiality, and security of services in a manner and to an extent consistent with applicable regulations.
3.12 The principle of normal and customary use applies to the use of services. A deviation from the principle of normal and customary use is indicated by use that deviates from the usual patterns of use of the average customer, including but not limited to the use that could damage the system (e.g., overloading the network, preventing normal use by other users), unagreed or excessive use of services for commercial purposes (e.g., in relation to the number of users), resale of services to third parties, etc. Deviation from normal and customary use constitutes a significant violation of the terms of the contract.
3.13 MESI reserves the right to periodically invite customers to access and use beta services that are not generally available. The right to accept or decline any such beta service is reserved to the customer at his own discretion. Beta services shall be clearly designated and marked as “beta”, "pilot", "developer preview" or "non-production". MESI reserves the right to discontinue beta services at any time in its own discretion and may never make them generally available. MESI shall not be held responsible for any harm or damage arising out of or in connection with a beta service, and MESI makes no representation or warranties regarding the same.
4. Rights and obligations
4.1 The customer is obliged to use the services in accordance with applicable regulations and the contract and in a manner and with content that is consistent with the purpose for which MESI provides these services. When using the services, the customer is also obliged to comply with regulations of copyright and other intellectual property rights and other applicable regulations. The publication, transmission, storage, or other unauthorised use of copyrighted works is prohibited. When using the services of another provider, the customer is also required to comply with the terms and conditions of that other provider.
4.2 The customer is obligated to use the services solely for their own use. Without prior written agreement, the services may not be resold, offered for commercial purposes, leased or otherwise disposed of in any way. Any action that would give the customer or a third party something that the customer is not entitled to under the contract or that would unlawfully interfere with the rights of others is also prohibited. The use of services in any way that would harm the operation, security, or quality of the services (e.g., overloading the network, preventing normal use of the services by other users) is prohibited. Any conduct that is contrary to any of the above requirements or prohibitions constitutes an abuse of rights and, at the same time, a significant violation of the terms of the contract.
4.3 To enable the use of services and prevent abuse, MESI recommends customers to install antivirus and other protection and to take other active or passive measures to avoid possible abuse by third parties. MESI shall not be held responsible for any costs, damages, or other consequences (including loss of data) that may arise for the customer as a result of abuse by third parties.
4.4 MESI shall not be held responsible for: (i) any content that the customer publishes or distributes in any way while using the services, or that is published or distributed by others; (ii) the quality and compliance of this content with applicable regulations and general terms.
4.5 Services are intended for lawful use only. The dissemination of any illegal content is prohibited. Illegal content is defined as any content whose dissemination is prohibited by applicable regulations, an international treaty or another document applicable in the Republic of Slovenia or binding on customers, including information which, in itself or in connection with an activity, including the sale of products or the provision of services, does not comply with applicable regulations.
4.6 MESI enables customers to manage their contractual relationship through various channels in accordance with the procedures and conditions applicable to each channel (e.g., by e-mail, postal address, or other means). Any such change to the contract supplements the contract and is binding.
4.7 For the use of services, MESI reserves the right to assign the customer a special identification (e.g., password, username, code), which the customer is obliged to use in accordance with the instructions and with all due care. MESI reserves the right to change this identification, and in such cases, MESI shall notify the customer in advance. It is the customer's responsibility to safeguard access passwords, usernames, and other data necessary for the use of services and not to disclose such information to third parties. The customer is responsible for informing MESI in writing of any possible misuse or unauthorised use of identification and for following any instructions provided by MESI. Responsibility in the event of any misuse or unauthorised use of identification falls entirely with the customer, unless expressly provided otherwise by applicable regulations. In the absence of specific conditions for a particular service or action with regard to the appropriate and sufficient level of identification, such services or actions may be managed through any of the channels enabled by the contractual relationship supporting the service or action. However, if specific conditions apply to a particular service or action in order to protect the interests of the customer with regard to an appropriate and sufficient level of identification, these services or actions may only be managed through the prescribed channel and in compliance with the prescribed formality.
4.8 The customer is solely responsible for any unauthorised use of their identification for ordering and using certain types of services and bears the risks and consequences of such unauthorised use until further unauthorised use of the identification has been prevented, as well as any other costs and damages. The provisions of this paragraph also apply in cases of possible destruction, loss, or theft of equipment. MESI shall not be held responsible for any damage caused by unauthorised use or interference with the equipment or in the event of destruction, damage, loss, or theft of the equipment.
4.9 In the event of destruction, loss, or theft of equipment, or if the customer wishes to prevent its further use, he is obliged to notify MESI in writing, unless MESI and the customer agree otherwise. In the event of loss or theft of equipment and upon receipt of the customer's request, MESI shall take the necessary steps to prevent further use of the equipment, within the limits of technical capabilities and in accordance with the established protocols, including but not limited to excluding the equipment from the system.
4.10 The customer is solely responsible for:
(i) customer’s and customer’s users’ compliance with these general terms, contract and all applicable addenda and any independent agreements between the customer and other providers;
(ii) maintaining its own appropriate administrative, physical and technical safeguards for protecting the security, confidentiality, availability, privacy and integrity of all data or information created, received, uploaded, posted, transmitted or stored through customers’ and customer’s users’ use of the services, including, but not limited to, personal data;
(iii) the accuracy, quality, and legality of the customer’s personal data and information, as transmitted by the customer to the services, and the means by which the customer and customer’s users acquire the customer’s personal data and information;
(iv) managing customer’s users' identity and password combinations for use of, and access to, the services;
(v) using commercially reasonable efforts to prevent password theft or loss, or unauthorised access to or use of the services;
(vi) notifying MESI promptly of any password theft, security breach or other unauthorised access to, or use of, the services;
(vii) using the services only in accordance with any documentation provided by MESI and all applicable regulations relating to customers’ and customer’s users’ use of the services and customers’ and customer’s users’ provision of health care and medical services, as applicable;
(viii) establishing, implementing, and maintaining comprehensive and robust security and privacy policies, programmes, and controls and communicating customers’ security policies to their own personnel for interfacing and communicating with MESI;
(ix) procuring and maintaining the network connections (including, but not limited to, system-level access, logon IDs and rules permitting access to data and information) that allow customer’s users to access and use the services, including secure socket layer protocol or other protocols accepted by MESI;
(x) obtaining the necessary authorisation for lawful processing of personal data, ensuring customer’s users follow login procedures that support such protocols;
(xi) reviewing customer’s user roles or privileges, accounts on a regular basis and communicating any changes to MESI on a timely basis;
(xii) installing and configuring endpoint and network security, anti-virus software and network firewalls for systems that interface with MESI’s systems and services;
(xiii) informing MESI of any changes to the individuals authorised to act as customer’s users, when applicable;
(xiv) taking any other actions that a healthcare and medical services provider should, in the normal course of dealing with personal data and information, to protect the confidentiality of such data;
(xv) determining or confirming the accuracy of all of the customer’s data and information and verifying any data related to billing or coding; and
(xvi) terminating any customer’s user’s access to services: (a) when a user ceases to perform work on behalf of a customer; or (b) if a user breaches any term of these general terms.
4.11 The customer shall be held responsible for all acts and omissions of any customer’s user in connection with the user’s access and use of services. MESI reserves the right to restrict or terminate a user’s access to services if determines in its reasonable judgement that such access has or may have an adverse effect on MESI, including, but not limited to, with respect to MESI’s business or services.
4.12 Customer shall not, and shall ensure customer’s users do not:
(i) make the services available to anyone other than authorised users;
(ii) sell, resell, lease or timeshare the services, or assign or transfer the services except as set forth, unless otherwise specified in these terms or agreement;
(iii) use the services to upload, post, distribute, link to, publish, reproduce, engage in, disseminate, or transmit (a) malicious code, (b) illegal information or communications, (c) content or data that would falsely represent the customer’s or any customer’s user’s identity or qualifications, (d) content or data that constitutes a breach of any individual’s privacy or other legal rights, (e) advertisements or any other unsolicited communications, or (f) any information, software, or content that is not legally the customer’s and may infringe the rights of any person, including intellectual property rights;
(iv) interfere with, or disrupt the integrity or performance of, the services or third-party data;
(v) attempt to gain access to any other services, or systems, networks, or related data that the customer does not have a legal right to access;
(vi) copy, duplicate, frame, or mirror any part of the services, other than copying or framing on the customer’s own intranets or otherwise for the customer’s own internal business purposes;
(vii) derive specifications from, modify, decompile, deconstruct, reverse engineer, translate, record, or create any derivative works based on the services;
(viii) access the services if a customer or any user is a health information technology company (or an affiliate, agent, or consultant thereof) or otherwise has a business interest in, is creating or developing, or is planning the creation or development of, a health information technology service, product, or system in any way competitive with the services;
(ix) copy any features, functions, or graphics of the services;
(x) access the services or allow any user, employee, contractor or agent to access the services with, e.g., any automated or other process such as robotic process automation, screen scraping/data scraping/web scraping, by using robots, web crawlers, spiders or any other sort of bot or tool, for the purpose of extracting data, monitoring availability, performance, functionality or for any other benchmarking or competitive purpose; or
(xi) access the services in such a way that adversely impacts the performance of the services.
4.13 In the event where MESI permits the utilisation of other providers' services at the customer's request, MESI shall not be held responsible for any damages or expenses incurred if these arise from the service provided by the other provider (e.g., due to the non-functioning or poor functioning of the other provider's service, the quality of the other provider's service, or the content, conditions, and compliance of the other providers' services).
4.14 In the event that the customer sustains damage during the course of contract execution, MESI's liability is excluded under these general terms. In instances where MESI's liability cannot be excluded in accordance with the mandatory provisions of applicable regulations, MESI shall not be held responsible for damages exceeding three times the amount of the last invoice issued to the customer by MESI for the service to which the claim relates prior to the occurrence of such damages, unless such limitation of liability is contrary to the mandatory provisions of applicable regulations.
5. Fees and payments
5.1 Fees for services applicable to the contractual relationship are determined on the basis of the current price list, unless otherwise specified in the agreement. Regardless of that, no more than once annually, fees shall be adjusted in accordance with changes (increases) in the index or average gross salary (EUR) in the Republic of Slovenia for employees of legal entities in SKD activity C26.600. Manufacture of radiation, electromedical, and electrotherapeutic equipment and other related activities, published by the Statistical Office of the Republic of Slovenia, whereby such adjustments shall take effect upon each renewal or extension of the contract, and in the event of an increase, the last published increase index in the period equal to the length of the billing period shall be taken into account, unless otherwise specified in the agreement.
5.2 The invoice shall be sent to the customer in electronic form, by e-mail to the e-mail address specified by the customer in agreement, or by any other electronic or other means (e.g., online banking), if so in written agreed with the customer and MESI, whereby the customer must ensure the continuous and uninterrupted operation of the channel (e.g., electronic mailbox) through which he receives invoices. The payment obligation also arises if, for any reason originating in the part of the customer, the invoice is not received or accepted (e.g., because the electronic mailbox is full). Unless otherwise specified in the price list, contract or agreement, if the customer does not receive the invoice within fifteen (15) days: (i) before the billing period, he must notify MESI in writing on the first following day; otherwise, it will be considered that the invoice was received on the fifteenth (15) day before the end of the billing period.
5.3 Customer is responsible and obliged and shall promptly pay the invoice within the terms specified therein.
5.4 MESI charges for services from the offer, agreement and other payment obligations of the customer on the invoice, after the customer’s signature of the agreement or contract and prior the billing period in which the services will be performed or purchased, unless otherwise specified in the price list, contract or agreement. A fee or other amount in accordance with the price list, contract or agreement, which is not dependent on the actual use of the services, shall also be charged for the period in which the customer may not have used the services or used them to a limited extent.
5.5 Any discounts shall be taken into account by entering them into the billing system or in the next billing period, unless expressly agreed otherwise. Discounts are not cumulative; in the case of a discount already granted on the basis of the contract, this discount shall be cancelled for the customer at the moment when the new discount begins to be charged.
5.6 Payment obligations are non-cancellable, and fees paid shall be paid in advance and are non-refundable unless otherwise specified in the price list, contract or agreement, these terms or applicable regulations. Unless otherwise specified in the price list, contract or agreement, fee calculations shall be done by using billing period 1 year and invoiced charges are due 30 days from the invoice date.
5.7 Services provided by other providers shall be calculated and charged without undue delay on the basis of data received by MESI from other providers by the date of calculation of the amounts in the invoice, which may also be outside the billing period. The data from the valid price lists of other providers, which are taken into account in billing and charging, are available in the manner provided by other providers. Other amounts from previous billing periods may also be billed and charged if, for any reason, they were not already billed and charged on the invoice at that time.
5.8 All fees and other prices are expressed in net amounts and do not include value added tax (VAT), which is charged by MESI when issuing the invoice in accordance with the applicable rate and is paid by the customer. MESI may charge the applicable statutory default interest for late payments. Without limiting the foregoing, customer is responsible for use and excise taxes and any other similar taxes, duties, and charges of any kind imposed by any law or regulatory authority on any amounts payable by the customer hereunder, other than any taxes imposed on MESI or MESI’s income.
5.9 In the event of a delay in payment of due financial obligation, the customer shall also be obliged to pay statutory default interest, calculated on the amount of unpaid financial obligation from the due date of the obligation to the date of payment, at the interest rate for statutory default interest determined by applicable regulations. In the event of the customer's delay in paying due financial obligations, MESI may request, and the customer shall be obliged to pay, compensation for collection costs in the amount of 60.00 EUR or in another amount determined by applicable regulations. These collection costs are not considered enforcement costs as defined by applicable regulations.
5.10 In the event the customer fails to pay his due date financial obligation: (i) the customer shall also be obliged to pay the costs of all further actions performed by MESI itself or through an authorised person for the purpose of settling the obligations; (ii) MESI may, in its own discretion, suspend provision of the services to the customer, including support services, and may, upon reasonable notice, terminate the agreement on a significant violation of the terms of the contract.
5.11 In the event the customer fails to pay his due financial obligation but has a credit balance with MESI for any reason, or MESI owes the customer anything else for any reason, MESI shall compensate mutual claims on the basis of a submitted statement of compensation. If the customer does not provide an explicit reference or other clear identification of the account the customer wishes to pay when paying his financial obligation, or if the amount transferred exceeds the amount of all costs, interest, and principal related to the identified account to which the payment relates, MESI reserves the right to use the payment received to settle the customer's oldest due financial obligations (including related costs and interest) in accordance with the order of calculation and the calculation of interest and costs in accordance as specified in the Obligations Code. MESI reserves the right to assign its claim against the customer to a third party, including, but without limitation, assigning MESI's future claim against the customer. For the assignment of the claim to be valid, the customer's consent is not required. In the event of an assignment of the claim, MESI shall notify the customer thereof. The customer shall be deemed to have been notified of the assignment when the notification of assignment has been sent to the e-mail address specified by the customer in the agreement. In the event of an assignment of a claim, the customer shall be entitled to assert all objections in relation to the claim against MESI against the new creditor.
5.12 Notwithstanding the other provisions of these general terms, MESI reserves the right to enforce payment of any due financial obligation or claim against the customer at any time in court and other appropriate proceedings in accordance with applicable regulations.
5.13 All references to "EUR" or the symbol "€" in these general terms or any associated contract or agreement shall be deemed to refer to European Union euro currency as the applicable currency that shall govern all payments and monetary transactions under these general terms.
5.14 MESI reserves the right to reject customers' requests for temporary suspension of service provision and billing (moratorium).
6. Right to complaint
6.1 The customer has the right to object to any decision or action of MESI in relation to the rights and obligations set out in the applicable regulations and the contract. The complaint must be submitted within fifteen (15) days of the date on which the customer became aware of the contested decision or action, but no later than sixty (60) days from the date on which the contested decision or action that is the subject of the complaint occurred, to the MESI business address (Leskoškova cesta 11A, 1000 Ljubljana, Slovenia) or e-mail info@mesimedical.com. The complaint is considered timely if it is sent on the last day of the deadline for complaint submission. If the deadline falls on a Saturday, Sunday, public holiday, or non-working day, the complaint is considered timely if it is submitted on the next working day.
6.2 MESI shall send its decision on the complaint to the customer within thirty (30) days from its receipt by a means that can prove its receipt. If a complaint was received by e-mail, MESI shall send its decision to the e-mail address from which the complaint was received unless otherwise provided by the customer in its complaint.
6.3 On MESI's decision on the complaint, the customer has the right to file a lawsuit in court under the conditions and in the manner prescribed by applicable regulations. Such disputes, as well as any issues that may arise concerning the interpretation, application and enforcement of these general terms, shall be submitted before the Courts of the City of Ljubljana (Slovenia).
6.4 A customer that wishes to complain against the decision, implementation, or other action of other provider, must act in accordance with the terms and conditions or rules applicable to that other provider.
7. Restrictions and termination of services
7.1 In the event the customer fails to pay the due financial obligation within the deadline specified in the invoice, the customer shall be reminded to the e-mail address specified by the customer in the agreement to pay its due obligation within fifteen (15) days of receiving the reminder. The reminder shall also serve as a notice and warning prior to the restriction or prevention of the performance of services. If, despite the reminder, the customer fails to pay its due obligations within the specified period, MESI shall, among other things, have the right, at its own discretion, to:
(i) prevent the performance of certain types of services after thirty (30) days from the date of issue of the reminder;
(ii) prevent the performance of all services after sixty (60) days from the date of issue of the reminder;
(iii) withdraw without notice from the contract on which the unpaid invoice is based, after ninety (90) days from the date of issue of the reminder.
7.2 In the event the customer does not pay the due financial obligations in full and only pays them in part, the provisions of these general terms regarding restrictions and termination of services apply uniformly and in full to all services on the invoice.
7.3 In the event the customer files an objection to the disputed invoice regarding the amount charged, MESI shall not restrict or suspend the use or provision of services under the contract until a final decision is made in this matter, regardless of the other provisions of these general terms, provided that the customer: (i) paid the undisputed part of the invoice on time or paid an amount equal to the average amount of the last three undisputed invoices; and (ii) immediately notified MESI of the payment in accordance with the previous points.
7.4 In the event the customer violates other provisions of these general terms or contract, the customer shall be reminded to cease the violation within a specified period, unless otherwise specified by these general terms. In the event the customer breaches these general terms or contract by abusing its rights under these general terms or contract by using the services contrary to the purpose of these general terms or contract, the customer must cease the breach immediately upon receipt of the reminder. If, despite receiving such a reminder, the customer does not cease the breach within the set deadline, MESI reserves the right to restrict or prevent the provision of certain types of services in relation to which the customer is in breach until the breach ceases. If this is not technically possible, or if the breach covers all services under the contract, or in other cases where MESI, by its own discretion, assesses that restricting or preventing the provision of services is not an appropriate measure, MESI may terminate the contract without notice, the provisions of which the customer is breaching.
7.5 MESI reserves the right to temporarily restrict the services without the customer being entitled to compensation for any damage, costs, or other compensation for the duration of the reason for the temporary restriction and with the customer's unchanged obligation to fulfil all of their obligations under the contract, including payment, if the customer:
(i) does not cease a violation that represents a serious threat to public order, public safety, or public health, or causes serious economic or operational problems;
(ii) does not cease to use equipment that is contrary to applicable regulations and MESI instructions;
(iii) does not cease with the conduct that disturbs or interferes with other customers;
(iv) does not settle the first two initial invoices after the conclusion of the contract within the period specified in the invoice;
(v) causes technical disruptions in the MESI service system or jeopardises the technological integrity of the MESI service system by connecting inappropriate equipment or in any other way;
(vi) jeopardises the interconnection of MESI's services;
(vii) causes damage to MESI or other customers through its actions;
(viii) allows and/or profits from providing services to third parties;
(ix) prevents or hinders the normal use of services through their actions;
(x) attempts to break the MESI's systems and/or the protection systems of other customers;
(xi) violates any provision of these general terms or fails to fulfil its other obligations;
(xii) acts contrary to applicable regulations.
7.6 Regardless of the restrictions and/or termination of services for reasons on the part of the customer, the customer is obliged to settle all financial obligations under the contractual relationship.
8. Force majeure
8.1 Force majeure shall be defined as any event over which the contractual party has no reasonable influence (cannot prevent, avoid, or avert), and includes, among other things: (i) exceptional circumstances (war, threat of war, state of emergency, revolution, terrorism, riots or civil unrest, etc.); (ii) circumstances arising from strikes, worker blockades, embargoes or blockades, or other industrial action; (iii) situations arising from natural disasters or adverse weather conditions or other accidents or circumstances (floods, earthquakes, fires, ice storms, explosions, radiation, geomagnetic storms, etc.); (iv) situations arising from the actions or restrictions of a government or public authority (including partial restrictions on the provision of services; measures taken in the event of a declared pandemic or epidemic (e.g. COVID-19) and pandemic-like measures; forced reductions in electricity consumption/cessation of electricity or other fuel supplies); (v) power failure or power grid failure (systemic disruptions in the supply of electricity, power failures, reductions, interruptions in the provision of capacity and energy, and the like, regardless of the reasons for the power grid failure or disruption in the electricity supply – natural disasters, measures taken by competent authorities or services, including electricity reductions and the like); (vi) failure of water, fuel, transport, equipment, or other supplies or services.
8.2 The contracting party is obliged to immediately, but no later than five (5) days after the occurrence of force majeure, notify the other contracting party of the occurrence of an event constituting force majeure and, in the event of failure to provide timely notification, may not invoke the occurrence or existence of force majeure. Each contracting party is obliged to do everything necessary to minimise the harmful consequences of non-fulfilment of obligations under this contract due to force majeure. The contracting party may cancel the service order or contract only if the force majeure lasts continuously for more than three months.
8.3 Provided that MESI has notified the customer, MESI shall not be held responsible for any delay in the performance of the contract or for any failure to perform any obligation under the contract (e.g. poor quality of services, errors, or partial or complete failure of the system or services) if the delay or failure was due to circumstances over which MESI has no influence or which are beyond MESI's reasonable control, or the result of accident or force majeure, as well as if, in the process of determining the error, it is determined that the malfunction or poor performance of the services was caused exclusively by reasons on the part of the customer or a third party that could not have been expected and whose consequences could not have been avoided or eliminated. In this regard, a notice on the MESI’s website or an e-mail sent to the address provided by the customer in the contract shall be considered appropriate notification.
8.4 In the event of damage or possible costs incurred by the customer due to the non-operation of services due to force majeure or other reasons mentioned above (including the occurrence or existence of these reasons at other providers or if they originate from the service of another provider or are the result of the non-operation, partial non-operation or slower operation of such services of other providers), MESI has no obligations to customers, and the reimbursement of any damage, compensation or costs is expressly excluded. MESI shall also not be held responsible for the quality of services and content, conditions, and compliance with the performance of services of other providers, unless such exclusion of liability would be contrary to the mandatory rules of applicable regulations.
8.5 The same applies in cases where, due to the above circumstances (e.g., power outages or reductions), it is no longer possible to ensure the uninterrupted provision of electronic communications services at an acceptable predetermined level, as determined by the established management systems.
9. Termination of the contractual relationship
9.1 Signed agreements are binding on both contracting parties and their permissible legal successors (through takeover, merger, or other procedures of corporate restructuring) and their authorised representatives. The customer may not assign, transfer, or delegate any of its rights and/or obligations under the agreement to any third party without the prior written consent of MESI (consent shall not be unreasonably withheld and shall be issued within fifteen (15) days of receipt of the request), unless specially defined in the agreement or applicable regulations.
9.2 Upon termination of the contract, the contractual relationship and MESI's obligation to provide services under this contract shall cease. Regardless of the termination of the purchase order for any reason, those provisions of these general terms which, in terms of their content and purpose, represent contractual obligations of the contracting parties that are not exclusively linked to the term of validity of the concluded purchase orders (e.g., intellectual property rights, confidentiality, ect.), but rather extend beyond that period, shall remain in force even after the termination of the purchase order, namely permanently or for an unlimited period of time.
9.3 In the event of termination of the contract, the customer is obliged to settle all obligations in accordance with the price list and all due obligations under the contract or agreement and other possible agreements that arose prior to its termination. Unless otherwise provided by these general terms, this may include the cost of terminating the agreement, and where the contract terminated provides special benefits for the customer, also the cost of its early termination in a proportionate part of the received benefit.
9.4 The contract shall terminate in the following cases:
(i) by mutual agreement;
(ii) upon expiry of the period for which it was concluded, if it was concluded for a fixed term;
(iii) upon regular termination of a contract concluded (with prior notice period);
(iv) upon withdrawal from a contract (without prior notice);
(v) if MESI is no longer permitted or stops performing services under the contract (if MESI is no longer permitted to perform only certain services under the contract, the contract shall cease to apply in respect of those services which it is no longer permitted to perform, while the remainder of the contract shall remain in force if it still serves the purpose of the contract);
(vi) for other reasons in accordance with the contract or applicable regulations.
9.5 If the contract expires for reasons not attributable to MESI before MESI begins to perform the services under the contract, the customer is obliged to pay all costs incurred by MESI until the expiry of the contract.
9.6 A contract concluded for a fixed term shall terminate upon the expiry of the period for which it was concluded.
9.7 Regular termination of the contract with a prior notice period may be performed by means of a hand-signed statement sent in such a way that it can be proven that it was sent to MESI and that it was signed by an authorised person, whereby the identity must be clearly stated and at least the information necessary to terminate the contract must be provided (e.g., first and last name, tax number, clear indication of the contract that is to be terminated). A contract concluded for an indefinite period may be terminated regularly with a notice period which, for service contracts, lasts until the end of the billing period in which the contract was terminated, unless otherwise specified in the contract or agreement. The notice period for terminating a contract is thirty (30) days, unless otherwise specified in the contract or agreement.
9.8 Each contracting party may withdraw from the contract without a prior notice period in the event of a significant violation of the terms of the contract by the other party, and in other cases where these general terms, the contract or applicable regulations allow for withdrawal without a notice period. Withdrawal may be performed by means of a hand-signed statement sent in such a way that it can be proven that it was sent to MESI and that it was signed by an authorised person, whereby the identity must be clearly stated and at least the information necessary to terminate the contract must be provided (e.g., first and last name, tax number, clear indication of the contract that is to be terminated).
9.9 A significant violation of contract on the part of the customer is deemed to have occurred, e.g., if the customer:
(i) causes technical disruptions to the MESI services system;
(ii) abuses rights under the contractual relationship;
(iii) uses the services contrary to the purpose of the contract;
(iv) uses the services in a manner that causes or could cause damage to the MESI services system;
(v) cause damage by their actions;
(vi) repeatedly reports unfounded errors or otherwise places an unfounded and excessive burden on communication channels;
(vii) abuses the right to complain or other procedural rights contrary to good practice, conscientiousness and fairness;
(viii) breaches the contract three or more times;
(ix) provides false or untrue information;
(x) does not meet the conditions required by MESI for the conclusion of the contract;
(xi) performs any other act that may result in the customer's access to services being restricted, or the services being discontinued for the customer.
9.10 Before withdrawing from the contract without notice, the customer shall be notified of the breach and given a deadline to remedy the breach. If the customer does not cease the breach within the set deadline, MESI reserves the right to withdraw from the contract without notice. In the event that the breach represents an immediate and serious threat to public order, public safety, or public health, MESI shall have the right to terminate the contract immediately, without prior warning to the customer and without allowing a period for the breach to be remedied.
9.11 MESI shall send the statement of regular termination or withdrawal from the contract without notice in a manner that can be proven to have been sent.
10. Communication
10.1 Communication regarding the contractual relationship between MESI and the customer takes place by the following communication channels: (i) by messages sent by e-mail; (ii) directly by telephone; or (iii) by other means that can prove that the message was sent. Contractual documentation is exchanged primarily by e-mail, whereby the customer is notified using the contact details provided in the agreement.
10.2 The customer is obliged to notify MESI of any change in the information provided in the agreement within eight (8) days of the change (e.g., registered office address, e-mail address for receiving invoices) that is necessary for the performance of the contract.
10.3 The contractual parties agree that they will provide each other, in the manner and within the time limits agreed in these general terms and contract, with: (i) the relevant information and data necessary for the fulfillment of the contractual obligations specified in the contract and these general terms, and (ii) new or changed circumstances and facts that could affect its ability to perform the services or activities at a satisfactory level and in accordance with the applicable regulations under contract (e.g. significant (operational) risks identified in connection with the performance of services under contract, in particular, for example, the failure of key systems or business processes on the part of the customer that could jeopardize MESI's operations or the provision of services under contract). Until MESI receives such notification, the existing information shall be considered accurate and complete, and during this time the customer shall bear the consequences of any discrepancies.
10.4 The contracting parties shall seek alternative solutions for the continuation of the contractual relationship in good faith and by mutual agreement. However, if this is not possible, the contracting parties shall terminate the contractual relationship in accordance with these general terms.
10.5 In accordance with these terms, contract or agreement, the customer is provided with assistance in the form of all information available to MESI, which it may disclose in accordance with applicable regulations and its own business decisions.
11. Equipment
11.1 To use the services, the customer may only use customer’s own equipment (e.g., computer, telephone, mTABLET) to connect to the equipment provided by MESI, which must comply with the requirements of applicable regulations. When necessary to provide the service (e.g., support), the customer must, at MESI's request and at MESI's own discretion, allow MESI to inspect the equipment used in connection with the use of the services or provide information related to such equipment.
11.2 The customer is obliged to use the equipment in accordance with applicable regulations, contract, instructions for use and the purpose as determined in the contract. Otherwise MESI reserves the right to restrict or prevent the customer from using the equipment owned by MESI and charge the customer for the damage and costs incurred. MESI shall not be held responsible for: (i) irregularities caused by customer’s improper use of the equipment or handling or for any damage or costs incurred as a result; and (ii) damage and costs incurred due to unauthorised interference with the equipment or non-standard interference with the equipment used by the customer to use the services.
11.3 Certain types of services may not be available to the customer, or there may be disruptions in the use of the services if the customer: (i) uses devices and other items that are not equipment; or (ii) uses the equipment in contravention of applicable regulations or the contract or instructions for use or the purpose as determined by the contract; or (iii) uses equipment with limited technical characteristics and functionalities.
11.4 The customer must keep the equipment under constant supervision and is responsible for all consequences, damage, and costs that may arise from the use or misuse of the equipment in the event of unauthorised use by third parties.
11.5 The customer is obliged to use the equipment in such a way that it does not; (i) cause interference or jeopardise the operation of MESI equipment; (ii) endanger others and their property; (iii) interfere with the rights of others; or (iv) cause danger to human life and health.
11.6 If the use of the equipment depends on software or installations or other equipment owned by the customer, the customer is obliged to maintain the customer's equipment and installations in a condition that enables their smooth operation and use.
11.7 The maintenance of MESI's equipment or product bought by the customer is provided by MESI under the terms of the applicable regulations and the contract, whereas maintenance may include, but is not limited to, the repair of equipment faults in the shortest possible time and technical support. The customer must handle the equipment with due care and must ensure all conditions are met to prevent damage or destruction of the equipment (e.g., provide adequate surge protection). In the event of deterioration of the equipment beyond normal use, or in the event of damage or destruction of the equipment, or if the equipment is not handled with due care (e.g., it is not disconnected from the power supply during a lightning storm), the customer must immediately notify MESI and reimburse all damage and costs incurred in its repair or replacement, unless otherwise specified in the applicable law and contract.
11.8 In order to provide services, MESI reserves the right to change the settings on its equipment at any time. Due to updates and changes in international standards, MESI reserves the right to introduce changes that require the customer to adapt their equipment to new technical characteristics. Otherwise, if the customer does not adapt the equipment, it may happen that the customer will no longer be able to use all services or will only be able to use them to a limited extent. MESI will notify the customer in writing and in a timely manner of any such intended changes in the manner and under the conditions specified in these general terms and applicable regulations.
12. Processing of personal data
12.1 MESI shall process personal data in accordance with applicable regulations and international standards, including but not limited to compliance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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, and the ISO/IEC 27001/2013 standard. The certificates of these standards are also accessible on the MESI’s website and can be sent to the consumer by e-mail upon request.
12.2 Except for personal data, the usage of which is governed by the contract or data protection agreement or other similar agreement and other personally identifiable data within customer’s data that is subject to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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, MESI may use customer’s data and other data collected by MESI with respect to customer’s and users’ access to, and use of, the services: (i) for the analysis, development, improvement and provision of the services and other MESI products and services under the contract; (ii) for recordkeeping, fee calculation, internal reporting, support and other internal business purposes under the contract; and (iii) to report the number and type of transactions and other statistical information concerning the services, unless otherwise specified by contract or applicable regulation.
12.3 Information on the processing of personal data and the exercise of individual rights in this regard is available in the Privacy policy, accessible on the MESI’s website. The individual may exercise his right to access, rectify, challenge, and cancel his personal data by writing to the MESI business address (Leskoškova cesta 11A, 1000 Ljubljana, Slovenia) or e-mail info@mesimedical.com.
12.4 In the event where MESI shall act as a customer's contractual subcontractor in connection with the service in the context of personal data protection, contractual parties will immediately enter into a separate data privacy agreement.
13. Confidentiality
13.1 All data and information required for using and performing MESI's services, as well as specific knowledge used for the implementation of these general terms or contracts and services, shall, irrespective of the format or recording or data carrier on which they are located, be deemed to represent a business secret between MESI and the customer and are confidential. This applies to all data or information that is designated or marked as confidential or that, given the nature of the information and the circumstances of its disclosure, can be reasonably understood as confidential. The publication of such data and information, their photocopying, reproduction and other forms of processing and provision of access or handover to third parties shall be deemed to represent a serious violation of these general terms. Each contracting party is obliged to safeguard confidentiality both during and after cooperation under these general terms or contract, i.e., irrespective of the reason for termination.
13.2 Unless otherwise specified by applicable regulations, confidential information and data does not include any information and data that: (i) is or becomes generally known to the public without breach of any obligation owed to either party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to either party; (iii) is received from a third party without breach of any obligation owed to either party; or (iv) was independently developed by the receiving party; and if their reprocessing would not cause any damage, including but not limited to loss of reputation or goodwill, to MESI, the customer, or data subjects.
13.3 MESI and the customer are obliged to protect all data that are protected under this chapter pursuant to the applicable regulations, whereby they shall ensure protection that corresponds to their respective level of confidentiality. During the time they have such data in their possession and in other forms of their processing, they shall: (i) especially not disclose them to unauthorised persons; (ii) ensure their active and passive protection so that their security and non-disclosure are ensured; and (iii) provide their permanent and irreversible destruction after termination of the legal basis for their processing, unless provided otherwise by the applicable regulations.
13.4 The receiving party shall use the same degree of care to protect confidential information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall: (i) not use any confidential information other than to exercise its rights to perform its obligations under, or as allowable by, this general terms; and (ii) limit access to confidential information to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this general terms and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those set forth in this general terms. Unless legally compelled to do so or unless allowed by these general terms or other agreements between the parties, neither party shall disclose the other party’s confidential information to any third party (other than its affiliates, contractors, agents and their respective legal counsel) without the other party's prior written consent.
13.5 The provisions of this chapter shall, subject to the applicable regulations, also apply mutatis mutandis to data that are deemed internal, secret or confidential as well as personal, unless provided otherwise by these general terms or applicable regulations.
13.6 The customer authorises MESI to list the client as a reference customer and to use quotes (opinions) from the customer staff about MESI's services, but only if such quotes are approved in advance by the customer.
14. Proprietary rights
14.1 Subject to the limited authorisation granted to the customer under these general terms, MESI reserves all rights, title and interest in and to MESI's services, including, but not limited to, all related intellectual property rights to designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, underlying software, and any enhancements, modifications, updates, or improvements thereto and other services or services platform content. All before defined services and their content and the compilation (meaning the collection, arrangement, and assembly) are the property of MESI or its licensors and are protected under copyright, and the customer shall refrain from reproducing, adapting, combining, or integrating them into other applications, arranging or otherwise handling or transforming them; and publicly communicating or publishing them.
14.2 Unless otherwise specified in these general terms or agreement and applicable regulations, the customer acknowledges and understands that the customer is obtaining only the right to utilise and use the services as set in these general terms or contract and that, irrespective of any type of such as lease, no ownership rights are transferred to the customer.
14.3 Subject to these general terms, MESI hereby authorises the customer to access and use, and permit users to access and use, the services during the term of these general terms and contract, solely for the customer’s internal business purposes. This authorisation is non-exclusive, revocable, time-limited and non-transferable, except as otherwise specified in these general terms, contract or applicable regulations.
14.4 Customer hereby grants MESI a royalty-free, fully paid-up, worldwide, irrevocable, sublicensable (through multiple tiers), transferable and perpetual licence to copy, distribute, display, modify and otherwise use any suggestions, enhancement requests, recommendations or other feedback relating to the services provided by the customer and the customer's users, including, but not limited to, the right to make, offer for sale and sell any services incorporating such feedback. Notwithstanding the foregoing, the customer is under no obligation to provide feedback to MESI.
15. Disclaimers, limitations, prohibitions and precautions
15.1 The customer and the customer's users are using services under their sole, exclusive and unique responsibility; they are guaranteeing that they are or/and have the authorisation and credentials to do so, if applicable, also as required for a medical professional to work as a medical professional in the country in which they are exercising this profession.
15.2 MESI does not provide any legal, medical, or psychological advice, diagnoses, or treatment. Therefore, customers assume full risk and responsibility for use of information obtained through the services. The customer acknowledges that all of the information and content in the services is for informational purposes only and is not intended to replace the professional opinion. MESI is not a licensed health care provider and has no expertise in diagnosing, examining, or treating medical conditions; thereby, MESI does not give medical, legal, or psychological advice, diagnoses, or treatment. Services may provide helpful health-related information, but it is not intended to substitute for professional advice, diagnoses, or treatment, or customers' judgement. Therefore, the customer and customers' users are solely responsible for any directives or instructions regarding health and treatment communicated to the third party and disputes or disagreements between the customer and any third party in this regard.
15.3 MESI shall not assume responsibility for: (i) any compromise, loss, delay, alteration, or interception of customer’s data during the transmission of any data across computer networks or telecommunication facilities, including but not limited to the internet, that are not owned or operated by MESI; or (ii) the reliability or performance of any connections, computer networks, or telecommunications facilities, including but not limited to the internet, that are not owned or operated by MESI.
15.4 MESI reserves the right to change or discontinue, temporarily or permanently, any feature or component of the MESI services at any time without further notice, unless otherwise specified in these general terms or contract and applicable regulation.
15.5 In the event that the customer sustains damage during the course of contract execution, MESI's liability is excluded under these general terms. In instances where MESI's liability cannot be excluded in accordance with the mandatory provisions of applicable regulations, MESI shall not be held responsible for damages exceeding three times the amount of the last invoice issued to the customer by MESI for the service to which the claim relates prior to the occurrence of such damages, unless such limitation of liability is contrary to the mandatory provisions of applicable regulations. The maximum liability of MESI to any other person, firm or corporation whatsoever arising out of or in connection with these general terms and conditions or the services shall be the amount paid by the customer for the services in the twelve-month period prior to the date of the applicable claim. This limitation of liability applies to all causes of action, including breach of contract, tort liability and negligence, unless such limitation of liability is contrary to the mandatory provisions of applicable regulations.
16. No waiver and severability
16.1 The titles of individual chapters and paragraphs of these general terms are intended solely for greater clarity and do not imply any limitation of the content and validity of individual and/or individual paragraphs of these general terms within the uniform and comprehensive contractual content.
16.2 MESI's failure at any time to require performance by the customer of any provision of these general terms shall in no way affect MESI's right to enforce such provision, nor shall the waiver of any breach by the customer of any provision herein constitute a waiver of any succeeding breach or the provision itself.
16.3 If any provision of these general terms is held by a court of competent jurisdiction to be contrary to law or invalid or unenforceable to any extent or in any context, the offending provision shall be modified by the court and interpreted so as to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these general terms shall remain in effect and be severable and shall not be affected by any such determination of invalidity.
17. Dispute resolution and governing law and jurisdiction
17.1 These general terms shall be governed by Slovenian law prevalent at the time. Any dispute arising from use of the services under these general terms or by the customer, as well as any issues that may arise concerning the interpretation, application and enforcement of these general terms, shall be submitted to the exclusive jurisdiction of the Courts of the City of Ljubljana (Slovenia).
18. Change of general terms
18.1 MESI reserves the right to amend these general terms, including its currently valid addendums, at any time, notwithstanding or regardless of changes due to price adjustments in accordance with these general terms.
18.2 MESI shall notify the customer of the intended unilateral amendment of these general terms in writing and in an appropriate manner at least thirty (30) days before the commencement of the amended or new general terms, namely by notifying the customer by publishing the notification on the MESI’s website and by the e-mail address specified by the customer in the agreement. The date of receipt of the notification shall be the date on which the customer actually received the notification, but in any case, the customer shall be deemed to have received the notification within three (3) days of the date on which it was sent by MESI. If the customer does not withdraw from these general terms or contract before the changes take effect, it is considered that the customer accepts these changes. With the entry into force of the changes, the general terms valid until then cease to be valid in the amended part, while the remaining part remains valid with reasonable consideration of the changes.
18.3 If the customer does not agree with the proposed changes to these general terms, they may withdraw from these general terms or contract by the date of entry into force of the intended changes by means of a hand-signed statement indicating that they are exercising their right of withdrawal due to unilateral changes to the general terms, which must be delivered or sent in such a way that it can be proven that it has been signed by a person authorised to do so and that it has been delivered to MESI. In this case, the party shall not be required to pay any additional costs (e.g., costs of termination of the contractual relationship or other administrative costs, contractual penalties, amounts of benefits received, or other agreed compensation). Notwithstanding the above, the customer is obliged to settle all their due and unpaid obligations, including any remaining unpaid instalments for services and equipment. For any service, including equipment, received at a promotional price that the customer decides to keep, the customer is also obliged to pay compensation for a proportional part of the value of the service at the time of conclusion of the contract. Namely, according to the principle of time distribution.
18.4 The customer does not have the right to withdraw from a contract unilaterally amended by MESI when such a unilateral amendment: (i) is exclusively in the customer's interest: (ii) is of an administrative nature only and has no negative consequences for the parties; or (iii) is necessary for compliance with applicable regulations.
19. Validity of the general terms
19.1 These general terms shall enter into force on 16. 02. 2026.
19.2 These general terms form an integral part of the contract. In the event of any inconsistency between the provisions of these general terms and the provisions of the contract, the provisions of the contract shall prevail, and the general terms shall apply with due regard to the contract.
ADDENDUM 1: Professional services addendum
Ad1 1. Activation of the services
Ad1 1.1 Activation of the services shall take place on the date or upon fulfilment of the conditions as agreed in the agreement.
Ad1 1.2 The purchase of MESI’s services also includes support services, which shall commence on the date of the activation services.
Ad1 1.3 The customer may not use any services, features, modules or other products that are not part of the service specified in the agreement. If the customer uses another version of the service or functionalities that are not part of the service agreed in the agreement, for which it does not have lease rights, the customer shall cease use at the MESI's request, but no later than within thirty (30) days. If the customer does not cease the violation even within this additional period, MESI may charge a contractual penalty of 0.5% of the annual value of the services lease for each day of non-compliance or breach, payable within eight working days of the request on a monthly basis or otherwise as independently decided by MESI. If such a contractual penalty reaches 50% of the annual value of the service usage fee, MESI reserves the right to suspend and disable the customer's access to the service or to withdraw from the contract without notice. In this event, MESI shall not be liable to the customer for any damage incurred.
Ad1 2. Scope of services
Ad1 2.1 MESI shall provide the customer with professional services as set forth in the applicable agreements, statements of work or other orders, regardless of how they are referred to, executed by the customer. Any part of the professional services’ solution that is not described specifically in the applicable agreements, statements of work or other orders is out of scope.
Ad1 2.2 MESI’s ability to provide professional services requires the co-operation of the customer in the form of detailed information and the provision of timely responses to requests for information and the prompt and timely performance by the customer of its obligations as set out in the agreement.
Ad1 2.3 In the event that the customer fails to perform any of its responsibilities outlined in the agreement in a timely manner, MESI may be delayed in its fulfilment of its obligations, and additional costs or expenses incurred by MESI may be billed to the customer.
Ad1 2.4 If the professional services work under these general terms is suspended or delayed due to the customer’s actions, inactions, or failure to provide required approvals or inputs for a period exceeding thirty (30) days, MESI reserves the right to reassign its project team to other engagements. In such a case, a change order may be issued to outline the activities, timelines, and additional costs necessary to resume the project. This may include, but is not limited to, efforts to reallocate resources and address disruptions caused by the delay.
Ad1 2.5 The customer is obliged to appoint a contact person who shall provide professional and prompt liaison with MESI, have the necessary expertise and authority, be available during business hours when requested by MESI and meet with MESI’s representatives at agreed regular intervals in order to review progress and resolve any issues.
Ad1 2.6 The customer shall provide management direction and decisions as reasonably requested by MESI and make available for reference and use by MESI such data, documentation, and other materials and information as are reasonably requested by MESI to perform professional services. Missing detailed information may affect the estimated effort for implementation of the professional service.
Ad1 3. Change management process
Ad1 3.1 Each party may propose written requests for a change in scope of professional services described in any applicable agreements, statements of work or other orders, based on which MESI shall prepare a change order describing the agreed changes to the applicable agreements, statements of work or other orders, as well as any corresponding changes in fees and expenses, that is binding when confirmed in writing by both contracting parties.
Ad1 4. Project materials
Ad1 4.1 MESI shall own all rights, title and interest in and to the deliverables, excluding any customer property and related intellectual property rights. Subject to the general terms and this addendum, MESI provides the customer with a limited, non-exclusive, non-transferable license to use the deliverables solely for the customer’s internal operations in connection with its authorised use of the applicable services.
Ad1 4.2 Notwithstanding any other provision of this addendum: (i) nothing shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise used by MESI to develop the deliverables, and to the extent such tools are delivered with or as part of the deliverables, they are licensed, not assigned, to the customer on the same terms as the deliverables; and (ii) deliverables shall not include the tools.
Ad1 4.3 The customer shall own all rights, title and interest in and to any customer property. The customer grants MESI the right to use a customer property solely for the purpose of providing professional services to the customer.
Ad1 5. Professional services warranty, disclaimer and limitations of liability
Ad1 5.1 MESI warrants that: (i) it and each of its employees, consultants and subcontractors, if any, that it uses to provide and perform professional services, has the necessary knowledge, skills, experience, qualifications and resources to provide and perform the professional services in accordance with the agreement; and (ii) the professional services shall be performed for and delivered to the customer in a good, diligent, workmanlike manner in accordance with industry standards, laws and governmental regulations and other applicable regulations to the performance of such services. MESI’s ability to successfully perform such services is dependent on the customer’s provision of timely information, access to resources, and participation. If, through no fault or delay of the customer, the professional services do not conform to the foregoing warranty, and the customer notifies MESI within sixty (60) days of MESI’s delivery of the professional services, the customer may require MESI to reperform the no-conforming portions of the professional services.
Ad1 5.2 The warranties stated above are the sole warranties and remedies for the customer and exclusive obligations of MESI related to the professional services and deliverables to be performed for and delivered to the customer pursuant to this addendum and any agreement between the contracting parties. There are no other warranties or conditions, express or implied, including but not limited to those of merchantability, fitness for a particular purpose, satisfactory quality, title and noninfringement. Except as provided herein, the professional services and deliverables provided to the customer are on an “as is” and “as available” basis.
Ad1 5.3 In no event shall either contracting party be responsible to anyone for incidental, consequential, punitive, special or exemplary damages, or indirect damages of any type or kind (including loss of the customer’s data, revenue, profits, use or other economic advantage), arising from breach of warranty or breach of contract, negligence, tort, statutory duty or any other legal cause of action arising from or in connection with an agreement. Notwithstanding anything to the contrary in the applicable agreement, the maximum liability of MESI to any person, firm or corporation whatsoever arising out of or in connection with any professional services or deliverables shall be the amount specified in these general terms, unless such limitation of liability is contrary to the mandatory provisions of applicable regulations.
Ad1 5.4 Provided that MESI does not use any customer’s property except as permitted, nothing in this addendum shall be construed as precluding or limiting in any way the right of MESI to provide consulting, development, or other services of any kind to any individual or entity (including performing services or developing materials that are similar to and/or competitive with the professional services and/or related deliverables).
Ad1 6. Term
Ad1 6.1 This addendum shall be effective as of the effective date of the general terms and shall continue in effect during the term of the general terms.
ADDENDUM 2: Service level and support addendum
Ad2 1. Services implementation and professional services
Ad2 1.1 This addendum sets out MESI’s current service levels and customer support services. MESI shall use commercially reasonable efforts to comply with these service levels and may update/enhance these service levels from time to time on reasonable notice to the customer by means as specified in these general terms.
Ad2 1.2 MESI provides:
(i) services;
(ii) professional services related to services;
(iii) support for the service through the "mCONNECT" or "POM" brand. Support includes assistance to the customers' administrators and customers' users, as well as updates and corrections to the service or other support services as agreed between the contracting parties in the agreement under these general terms;
(iv) "mCONNECT" or “POM” is a brand for an optional advanced support method through which MESI assists the customer in the further upgrading and development of the functionality of the implemented and operating MESI service, and through which the customer can continuously supplement and improve the introduced service, as agreed between the contracting parties in the agreement under these general terms.
Ad2 1.3 The customer must provide, for the provision of implementation and professional services, if necessary and so requested by MESI, an appropriate working environment necessary for the provision of services, free of charge, and all cooperation required by MESI’s own discretion, including, but not limited to:
(i) the provision of personnel and IT and telecommunications resources;
(ii) the provision of direct and remote access to software and IT systems;
(iii) to respond to questions and review results without undue delay;
where the customer guarantees that the materials and rights it will provide for such purpose will be free of legal and material defects that would prevent MESI from fulfilling its obligations under the contract.
Ad2 1.4 If MESI has to wait for cooperation or information from the customer and the wait does not exceed one (1) month from the start of the provision of implementation and professional services, or in the event of an obstacle because of force majeure, the deadlines for the provision of services shall be extended for the duration of the obstacle and for an additional period of one (1) month. Professional services, or in the event of force majeure, the deadlines for the delivery of services shall be extended for the duration of the obstacle and for an additional reasonable period necessary to restart after the obstacle has been removed. In the event of an obstacle for which the customer is responsible and which lasts longer than one (1) month, a new price for professional services or implementation shall be agreed, or if no agreement is reached, MESI shall be entitled to cancel the contract without notice. In this event, MESI shall be entitled to payment for all work performed up to the time of termination, regardless of acceptance by the customer.
Ad2 1.5 In the event of deviations from the initial project plan agreed in the contract for professional services, MESI and the customer may jointly agree on a modified project plan in writing. In the event that the initial project plan is mutually amended in a manner that results in an increase in the scope of the agreed work or a change in the final milestones, the contracting parties shall determine the scope of such new additional work, a new timeline and/or a new price by means of an addendum to such contract.
Ad2 1.6 After the completion of individual works or phases agreed in the agreement, the contracting parties shall take over the results of the work. The acceptance shall be performed within a maximum of ten (10) days after the MESI's notification of completion of individual works or phases of the implementation or professional services. Prior to acceptance, the customer shall review and, if necessary, test the results of the work in order to determine whether the contractually agreed results of the work have been achieved. A handover report will be signed upon acceptance. If the customer determines that the contractually agreed results of the work have not been achieved, it shall notify MESI in writing of the identified deviations, which MESI is obliged to remedy within a reasonable period of time or within thirty (30) days at the latest. The customer shall describe the identified deviations in detail. Insignificant errors shall not be considered a valid reason for the customer not to accept the results of the work. The customer shall verify the corrections no later than five (5) days after MESI's written notification that the error has been corrected. Acceptance of the results of the work shall be deemed to have been completed, whichever occurs first: (i) after the start of production, use of the individual work result; (ii) after signing the acceptance report; or (iii) after the expiry of the ten-day period or five-day period specified in this addendum for the acceptance, if the customer does not notify MESI in writing within this period.
Ad2 1.7 The customer and MESI may not regularly cancel the contract for professional services. This applies without prejudice to the right to extraordinary termination due to serious breaches of these general terms.
Ad2 1.8 MESI guarantees the quality of the services provided (e.g., implementation, professional services, support) for a period of six (6) months from acceptance, unless otherwise specified in the agreement. The customer shall report any obvious defects in the services provided to MESI immediately upon acceptance. After completion and acceptance, the service shall be deemed to be free of obvious defects, and MESI shall not be held responsible and liable for any defects (except for hidden defects) and shall exclude all liability or warranty. The customer must report hidden defects in the services performed that already existed at the time of acceptance to MESI immediately upon noticing the defect, but no later than six (6) months from the date of acceptance. In addition to describing the hidden defect, the customer must also describe the steps to reproduce the defect and provide other information that helps reproduce the defect so that MESI can independently reproduce and correct the defect.
Ad2 2. Support
Ad2 2.1 MESI shall provide support services to the customer during the term of the contract relying on its technical information, information MESI has at its disposal or was provided to MESI by the customer, and which MESI may, in accordance with the applicable regulations, disclose to its customers, customers’ users, and other interested parties relating to MESI’s services and customers and customers’ users. The scope of this information, which MESI discloses, can be limited by MESI according to its own discretion and as determined by applicable regulations.
Ad2 2.2 Support does not include:
(i) support for individual pieces of software or hardware that are not part of the service or code that was not developed by MESI;
(ii) requests based on missing functionality that was not agreed upon by the parties;
(iii) requests that are, by their nature, subject to professional services.
Ad2 2.3 Support Services only include support for the operation of the service on the latest versions of Chrome, Firefox, Safari and Edge browsers and on versions of Windows-based operating systems. The customer acknowledges and understands that resetting user passwords, configuring authorisations and permissions, or the creation of specific user accounts must be performed by the customer’s designated internal personnel. MESI is prohibited from resetting user passwords.
Ad2 2.4 Support includes:
(i) the delivery of new versions, updates, and patches for services developed by MESI during the term of agreement, or new versions and updates, where MESI reserves the right to implement such new versions and updates at its own discretion and according to its own schedule. New versions and updates that require specific configurations or adjustments for the customer prior to use may be defined by MESI as a paid professional service;
(ii) ongoing support and assistance in the use and administration of the service in accordance with the protocol defined in this addendum, during working hours between 8:00 a.m. and 16:00 p.m. CET every working day; and
(iii) troubleshooting of the service in accordance with the protocol defined in this addendum, during working hours between 8:00 a.m. and 16:00 p.m. CET every working day;
(iv) troubleshooting during the warranty period for implementation services and professional services in accordance with the protocol defined in this addendum and in accordance with the response times and availability times defined in this article.
Ad2 2.5 Support ongoing assistance and troubleshooting is provided through a system of requests submitted by the customer. All inquiries shall receive an initial response within one (1) business day. Requests that cannot be immediately addressed by MESI’s customer support shall be escalated in accordance with MESI’s internal escalation process. MESI’s customer support services are from 8:00 a.m. to 16:00 p.m. CET every working day.
Ad2 2.6 In order to ensure compliance with the relevant applicable regulations, MESI shall perform and implement changes to the service and deliver these changes to the customer as part of new versions and updates, except in the case of significant changes to directly applicable regulations. In such a case, MESI and the customer shall agree on professional services in the agreement for professional services.
Ad2 2.7 MESI reserves the right to reasonably refuse to provide support to the customer in the following cases:
(i) if the customer has outstanding bills to MESI for the use of the contractually agreed scope of customer rights or for the payment of contractual penalties;
(ii) if the number of users using the user rights exceeds the number of purchased user rights until the additional user rights are acquired;
(iii) if the customer fails to appoint a contact person at the customer with whom MESI can communicate at all times in cases of critical requests and who has sufficient qualifications and knowledge;
(iv) if the customer does not enable remote access and all authorisations necessary for MESI to perform support;
(v) if the customer fails to notify MESI of any changes to the customer's applications or third-party hardware and software that may affect the operation or proper functioning of the service;
(vi) if the service is used on browser versions or operating systems not supporting the service.
Ad2 3. Protocol for ordering and accepting support service results
Ad2 3.1 The customer shall send its support requests in accordance with the procedures and conditions applicable to each professional service (e.g., by e-mail, postal address, or other means).
Ad2 3.2 Before acceptance, the customer shall review the results of the service in order to determine whether the agreed results have been achieved in accordance with the request and provide feedback no later than five (5) days after MESI’s receipt of the notification of completion. A review of the results of support services shall be performed by notifying the customer in writing by e-mail that the request has been completed. If the customer determines that the agreed results have not been achieved, it shall notify MESI in writing by e-mail of the identified deviations, which MESI is obliged to remedy within the shortest reasonable time or within ten (10) days at the latest. The customer is obliged to describe the identified deviations in detail. The request shall be considered closed upon the customer's written confirmation e-mail or upon the expiry of the deadline of five (5) days if the customer has not provided feedback or if the customer begins to use the services resulting from the request in production.
Ad2 3.3 The customer is obliged to provide MESI with all detailed information necessary for the execution of the request.
Ad2 4. Downtime maintenance periods
Ad2 4.1 MESI periodically adds, repairs and upgrades its network, hardware and applications and shall use its best efforts to accomplish this without affecting customers’ access to the service. However, repairs of an emergency or critical nature may result in the service not being available.
Ad2 4.2 MESI has also established periodic maintenance system. Any planned maintenance MESI determines could affect customer’s access to the service shall be announced priorly on the MESI website or communicated by a message sent to the customer at the e-mail address specified by the customer in the agreement or any other means that are deemed appropriate by MESI at least one (1) day in advance, while major restrictions or interruptions due to malfunctions or errors shall be announced immediately. During these system maintenance downtimes, MESI may make the service unavailable in order to perform maintenance.
Ad2 4.3 The unavailability of a single module that is not, in MESI’s sole discretion, considered critical to health care, and medical services may be excluded from uptime. Should MESI fail to make the services available for the required uptime, the customer’s sole and exclusive remedy shall be to terminate these general terms in accordance with the provisions thereof.
Ad2 5. Term
Ad2 5.1 This addendum shall be effective as of the effective date of the general terms and shall continue in effect during the term of the general terms.
