Terms of Use (Germany)

1. Scope

These terms and conditions apply to all contracts between MiraNext GmbH (hereinafter „MiraNext“) and users, practices, medical care centres, hospitals and other institutions (hereinafter „Customer“) regarding the use of the MiraScribe platform in Germany.

MiraScribe is distributed exclusively to entrepreneurs within the meaning of § 14 BGB as well as to physicians practising on a freelance basis. Use by consumers (§ 13 BGB) is not intended; the distance-selling provisions of §§ 312 et seq. BGB (in particular the right of withdrawal under § 312g BGB) therefore do not apply.

The general-terms review under §§ 305 et seq. BGB remains unaffected. Deviating, conflicting or supplementary terms and conditions of the Customer do not become part of the contract unless MiraNext has expressly consented to their validity in text form (§ 305 (2), § 305b BGB).

2. Conclusion of Contract

The contract is concluded upon registration in MiraScribe and the subsequent confirmation by MiraNext, but at the latest upon the first actual use of the platform.

By registering, the Customer confirms that they are authorised to practise as a physician and that they obtain the consents from their patients required for the recording of consultations.

3. Description of Services

MiraScribe is a cloud-based application that records medical consultations, transcribes them automatically and converts them into structured medical documentation.

MiraScribe is an AI-assisted documentation tool. The physician reviews and is responsible for all output. MiraScribe does not provide diagnosis or treatment decisions.

The specific scope of functions follows from the respective tariff booked and from the valid product description on the website of MiraNext GmbH.

4. Obligations of the Customer

The Customer undertakes in particular to do the following:

• Validation of all generated content before it is transferred into the electronic patient record (medical plausibility check).
• Compliance with professional-conduct rules (medical duty of confidentiality pursuant to § 203 StGB as well as the duty to inform) and with the GDPR when collecting and processing patient data.
• Careful maintenance of master data and of the HIS configuration (data hygiene).
• Confidential handling of access credentials; no disclosure to third parties; request for blocking in the event of suspected misuse.
• Immediate reporting of security-relevant incidents to support@miranext.ai.

5. Availability

MiraNext endeavours to ensure the highest possible availability of the platform but does not owe a guaranteed 24/7 service-level agreement (SLA) under the basic tariff.

Planned maintenance windows are announced in advance; unplanned outages are remedied as quickly as technically possible. Specific SLA commitments may be agreed in higher tariffs or in individual contracts.

6. Remuneration and Payment Terms

Remuneration is governed by the price list valid at the time of the order. Unless otherwise agreed, billing takes place monthly in advance by SEPA direct debit or credit card via our payment service provider.

All prices are exclusive of statutory value-added tax.

[Placeholder — specific prices, tariffs and payment terms in accordance with the valid price list of MiraNext GmbH.]

7. Liability

MiraNext is liable in accordance with the general statutory provisions, however subject to the following limitations to the extent permitted by law:

• MiraScribe does not make any medical decisions. The Customer remains solely responsible for every medical diagnosis, treatment and documentation; liability for the Customer's medical decisions is excluded.
• In the case of simple negligence, MiraNext is liable only for the breach of material contractual obligations (cardinal obligations) whose fulfilment is what makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely, and limited in amount to the contract-typical, foreseeable damage.
• Liability for lost profit, indirect damage and consequential damage is excluded to the extent permitted by law.
• The above limitations of liability do not apply in the case of intent and gross negligence, in the case of injury to life, body or health, in the case of fraudulently concealed defects, to the extent of a guarantee assumed, or in the case of liability under the Product Liability Act.

8. Term and Termination

The contract is concluded for an indefinite period and may be terminated by either party by giving 30 days' notice to the end of the respective billing period, unless otherwise agreed in an individual contract.

The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected.

Notices of termination must be given in text form (§ 126b BGB, e.g. e-mail to support@miranext.ai).

9. Data Protection and Commissioned Processing

The processing of personal data takes place in accordance with the privacy policy and the separately concluded data processing agreement (DPA) pursuant to Art. 28 GDPR. The provisions of the Federal Data Protection Act (BDSG) apply in addition.

10. Final Provisions

The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and of the referral rules of private international law.

To the extent that the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is [Placeholder — German place of jurisdiction, e.g. the seat of the German branch of MiraNext GmbH].

Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.