General terms and conditions
of sale MedValue Inc.

General
MedValue BV is a limited liability company under the laws of The Netherlands and an affiliate of UMC St Radboud Holding BV. As such, it is directly associated with the Stichting Katholieke Universiteit, the legal entity to which Radboud University Nijmegen, Radboudumc and UMC St Radboud Holding BV belong.

MedValue is thus affiliated with Radboudumc, an academic hospital specialized in, among others, the fields of early Health Technology Assessment, testing and validation of innovations, and surgical and radiological patient processes.

MedValue was founded to, among other things, carry out consultancy and research work in the field of surgical innovations and imaging on behalf of third parties. This is done on the basis of an approved quotation or project description (hereinafter also referred to as: ‘the project’).

MedValue may make use of the facilities, expertise and other elements of Radboudumc’s research infrastructure when carrying out work for third parties (hereinafter referred to as: ‘the customer’).

 

Services; engagement of Radboudumc as a subcontractor
MedValue offers its services to the execution of the project as described in an approved quotation or project description signed by MedValue and the customer.

 MedValue may, at its own discretion, hire the expertise and support of Radboudumc as a subcontractor to MedValue for the execution of the project, for which a separate agreement will be made between MedValue and Radboudumc.

The obligations borne by MedValue under the approved quotation or project description will apply in full to Radboudumc and any other third parties engaged by MedValue (and working under the authority and responsibility of MedValue) for the execution of the project.

 

Quality of service
MedValue undertakes to carry out the agreed activities carefully and according to the prevalent quality requirements. These also include Health Care Inspectorate (IGZ) guidelines and the current scientific guidelines for conducting research. If and to the extent required, the staff involved will meet the applicable training, competency, and proficiency requirements.

Upon request of the customer, MedValue shall provide the customer with information of the quality system, the quality certificates, and the results of quality control concerning the Netherlands Institute for Accreditation in Healthcare (NIAZ) and Institute of Quality Assurance and Patient Safety (IWKV) carried out by and at Radboudumc or third parties enlisted by MedValue.

Reporting of results will take place as described in the approved quotation or project description.

 

Ownership of results
The results of the work carried out by MedValue belong exclusively to the customer. Copyrights on reports and recommendations are assigned to the customer in advance by means of the approved quotation or project description.

MedValue shall be allowed to make available to Radboudumc any knowledge and results acquired during the execution of the project for the purpose of:

  • Scientific research and education;
  • Scientific publications;
  • Own normal use in standard business operation or the development thereof.

The use of the knowledge gained for the aforementioned purposes shall only take place after consultation with the customer. The customer acknowledges the social and academic responsibility of Radboudumc as a public research institution.

Agreements will at all times be made in consultation with the customer regarding the manner of presentation, the content which is presented, and optionally anonymizing the data and the parties involved. The customer has the option to submit written comments and objections up to 6 weeks after MedValue, Radboudumc, or both, have expressed the intent to publish. MedValue and Radboudumc shall reasonably take any objections into account.

 

Privacy; informed consent; disclosure
While carrying out services, MedValue shall treat the available personal and research data as strictly confidential and act in accordance with the privacy regulations in healthcare.

If applicable and to the extent necessary, the customer shall ensure that its patients are appropriately informed about the services provided by MedValue and the fact that their personal data will be processed by MedValue.

MedValue and the customer may further agree that certain patient material will remain available for scientific research or education within MedValue, Radboudumc, or both. In that case, the customer shall take care of obtaining an adequate statement of Informed Consent, which will be made available to MedValue.

MedValue and the customer shall maintain mutual confidentiality regarding the results of the work performed and any information obtained for which confidentiality has been expressly required, or which should be assumed to be confidential by general standards. Confidentiality is subject to what was agreed upon regarding publication and continued use for each individual project.

 

Financial agreements; more or less work
MedValue and the customer have defined the costs and rates for MedValue’s services in the approved quotation or project description.

If, during the execution of the work, it turns out that there is more/less work, or contract extras are required, MedValue and the customer shall then consult with each other to discuss the consequences, financial or otherwise, and come to an agreement.

 

Liability and insurance
MedValue shall make sure that itself, its employees and enlisted third parties are adequately insured for legal liability with regard to the services provided under this agreement.

MedValue is not liable for any direct or indirect damages suffered by the customer as a result of the service, unless such damage is caused by intent or by gross negligence on the part of MedValue.

Insofar as MedValue would be liable for damages to the customer resulting from negligent performance of the services, the liability is limited to a maximum of €50,000 (fifty thousand Euros) per project.

The customer indemnifies MedValue for any claims, demands and causes of action from third parties arising from, or related to the use of results received by the customer from MedValue as the outcome of the service.

 

Duration and termination of the agreement (approved quotation)
The agreement (approved quotation) commences on the date indicated in the approved quotation or project description, and ends upon completion of the work as described and following the acceptance of the results, unless MedValue and the customer agree otherwise in interim written communication or by prematurely terminating the agreement.

Premature termination of the agreement is done in writing through registered mail with a notice period of one month.

MedValue and the customer are entitled to suspend or terminate the continued execution of the agreement without judicial intervention, effective immediately, without prejudice to their right to claim alternative or supplementary damages, if:

a)     the other party is disbanded or otherwise ceases to exist;

b)     the other party culpably fails to fulfill the obligations arising from this agreement and the deficiency is not remedied within a reasonable time following a written notice to that effect;

c)     a party is declared bankrupt or requests suspension of payments;

d)     a significant portion of a party’s assets are seized, or if a party otherwise no longer has free disposal of a significant portion of its assets.

 

Final provisions
The approved quotation or project description, serving as an assignment agreement as referred to in art. 7:400 ff Civil Code, is subject to Dutch law.

The applicability of the customer’s General Terms of Purchase, Payment and Delivery is expressly excluded.

Disputes arising from this agreement, which cannot be amicably resolved within a reasonable period, shall exclusively be submitted to the competent authority in the Arrondissement Gelderland in Arnhem.

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