Biolytica Mandate Agreement
This agreement (hereinafter the «Agreement») is made between
Biolytica AG, Bahnhofplatz, 6300 Zug, Switzerland («Biolytica»)
(hereinafter the «Client»)
The Client appoints and authorizes Biolytica to be the Client’s partner for all health related subject matters. Biolytica may act on its own or subcontract the provision of services under this Agreement to an agent, in particular but not limited to other group companies that are wholly owned subsidiaries of Biolytica AG, Zug, Switzerland. Biolytica is herewith authorized to obtain and negotiate quotations for medical and health services of any kind, instruct, renew, support and cancel medical and health services, based on the client’s prior consent or assumed consent (such as in case of emergencies), hold, store and process medical records and personal information including of family members of the Client, obtain information from insurance companies, medical and health assistance companies, hospitals, clinics, doctors and similar service providers, to carry out their duty as the appointed partner for health related matters.
Towards medical and other service providers, the Client remains the contractual party with all rightsand responsibilities.
Biolytica is acting as an independent advisor for medical and health related services. Biolytica has neither product obligations nor exclusive contracts with any particular provider and is, therefore, impartial and independent.
It is expressly acknowledged and agreed that Biolytica is not licensed, authorized or qualified to provide and does not/will never provide any kind of medical advice or medical services. Rather, Biolytica acts as an intermediary to support the introduction to medical doctors and hospitals who provide such licensed services, and assists Client to plan for medical treatments, to support preventive health supporting activities and similar. Biolytica will only refer to suitable medical professionals and specialists, clinics and hospitals, and it is entirely up to the Client to decide on which medical professional (licensed persons and entities) to engage, and such decision to retain medical advice from such medical professional is made at the Clients sole risk and responsibility, and Biolytica has no obligations or liabilities under this Agreement in respect of any such matters.
This Agreement shall commence with the Client returning a signed copy to Biolytica either in physical or electronic format. This Agreement is entered into for an indefinite period but can be cancelled at any time by either party. The termination of this Agreement for whatever reason shall not affect any accrued rights or liabilities of either party under this Agreement or the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue to be in force on or after termination.
Biolytica shall treat as confidential all information relating to the client and his/her family members and shall not use or disclose any such information without the prior written consent of the Client, unless such information is being used or disclosed in the context of the services provided as set out in this Agreement. Equally, the Client shall, and shall ensure that all family members shall, treat as confidential all information relating to Biolytica, its know-how and procedures, and any documents relating to any of them to which the Client and/or any family member becomes party during or after the term of this Agreement.
Biolytica will store data and information as required in order to execute this Agreement. All necessary measures are taken in order to ensure data protection in line with applicable laws and regulations. Personal data relating to the Client and/or and his/her family members will be processed as explained in the section “Processing of Personal Data” at the end of this Agreement. The Client expressly agrees that he or she will not share health data relating to his/her family members without having obtained their explicit, informed consent for Biolytica to process their health data as set out in the section “Processing of Personal Data”.
The advice, support and management and arranging for medical and health services provided by Biolytica to the Client is remunerated on the basis of a fee agreement between Biolytica and the Client. The Client herewith agrees with such remuneration of Biolytica.Other service payments to Biolytica are based either on fixed fees or timebased fees invoiced directly to the Client, and the amount of those fees may be agreed in writing from time to time between the Client and Biolytica.The cost for external services such as genetic tests, laboratory tests, biomarker tests, or for external devices such as wearable health devices will be covered by the Client, unless otherwise agreed within the fee agreement.
Biolytica does not exclude its liability arising from its gross negligence or willful default. Any other liability of Biolytica is however excluded to the fullest extent permitted by law. Biolytica will therefore, in particular, not be liable for any act, omission or failure of any Biolytica directors, officers or employees; any agent or representative of Biolytica; any Government Authority, Parliament, Court or other sovereign, executive or judiciary body of any country, or any international or supranational organization; any insurance company, medical and health professional, hospital or other service provider which Biolytica may introduce the Client and/ or any family member; and/or any other third party. Biolytica shall not be liable for any delay, interruption or failure in performing its services. Biolytica has a professional liability insurance policy covering up to CHF 2,000,000 for asset damage and CHF 5,000,000 for personal injury and property damage. This is also the maximum amount of liability of Biolytica which the Client herewith agrees to, and only to the extent that this is covered by the said insurance policy.
The Client shall not make any false, incomplete or misleading statements to Biolytica and shall immediately and without delay notify Biolytica of any inaccuracies, problems or issues which are or may be relevant to Biolytica. The Client specifically warrants that neither the Client nor any family member has any serious health problems, of which the Client has not informed Biolytica about. In the event that any information supplied to Biolytica regarding the particulars or situation of the Client or any family member changes during the term of this Agreement, the Client shall immediately and without delay inform Biolytica of such change. The Client shall indemnify Biolytica (for itself, its directors, officers and employees, as well as any and all agents or representatives engaged by Biolytica) against any and all losses, damages, costs, expenses, debts, obligations, liabilities, claims, demands and actions suffered or incurred by any of them arising directly or indirectly out of or in connection with this Agreement, the services provided, or the termination of this Agreement. This indemnity shall however not apply if and to the extent that any such losses, damages, costs, expenses, debts, obligations, liabilities, claims, demands and/ or actions are caused by willful default, bad faith or gross negligence on the part of Biolytica or the relevant directors, officers, or employees. The Client acknowledges that he/she has had the opportunity to consider and obtain independent legal advice prior to entering into this Agreement and has not relied on any express or implied representation, written or oral, of Biolytica or any other party as an inducement to enter into this Agreement.
Should one of the provisions of this contract be invalid, void or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. Biolytica shall be entitled to assign any of its rights and/or obligations under this Agreement at any time to any third party.
This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland (with the exclusion of conflict of law rules), and exclusive place of jurisdiction, for all disputes arising out of or in connection with this Agreement (including any dispute regarding the existence, validity or termination thereof, shall be Zug, Switzerland.
Biolytica acts as data controller in relation to personal data relating to the Client and his or her family members (“Personal Data”). The Data Protection Officer can be contacted at email@example.com.
Data will be stored by Biolytica for as long as is necessary to provide the services and comply with legal requirements such as record retention obligations. Biolytica may share Personal Data as follows: (1) with service providers such as IT providers; (2) to the extent necessary for the purposes above, with third parties such as insurance providers, hospitals and medical professionals, and with courts and authorities. Biolytica will not share Personal Data for marketing purposes with any third parties without first asking for the Client’s explicit consent. Personal Data may be transferred outside of Switzerland. If the recipient is located in a country without an adequate level of protection, the transfer will be based on safeguards such as the EU Model Clauses (a copy can be obtained from Biolytica’s Data Protection Officer). Within the limits of applicable data protection law, the Client has the right to (1) request from Biolytica access to and rectification or erasure of Personal Data or restriction of processing, (2) object to the processing, (3) request a copy of Personal Data in a portable format or have Personal Data transferred to another controller, (4) withdraw consent, without affecting the lawfulness of processing based on consent before its withdrawal; and (5) lodge a complaint with a supervisory authority (in Switzerland, with the Federal Data Protection and Information Commissioner). The Client can advise Biolytica at any time to limit or cancel the sharing of data by Biolytica with specific service providers.
Tick the box below if you explicitly consent to the processing of your health data as explained above. Without your consent, we cannot provide the services under this Agreement.
Tick the box below to confirm that you have obtained explicit consent from your family members to the processing of their health data as explained above. Without their consent, you must not share their personal data with us and we may be unable to provide the services under this Agreement.
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Document Name: Biolytica Mandate Agreement
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