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GENERAL TERMS AND CONDITIONS OF CONTRACT FOR PROVIDING MEDICAL SERVICES

Unless otherwise agreed by the Parties in writing, any contract which is made by and between Dr. Rose Private Hospital Ltd. as service provider (Address: 1051 Budapest, Széchenyi tér 7-8., Hungary; hereinafter referred to as the Service Provider) and its Client (hereinafter referred to as the Client), the Service Provider and the Client jointly constituting the Parties (hereinafter referred to as the Parties), for providing medical services (hereinafter referred to as the Contract) shall be governed by these General Terms and Conditions of Contract (hereinafter referred to as GTC). By signing the Contract, the Client shall confirm that the Client has known, read and understood the GTC, and agrees to be bound by any and all provisions therein.

I. THE SERVICE AND THE BENEFICIARIES

1.1 The Service

The Service Provider undertakes to provide health care services in accordance with the Contract and any attachments thereto and the provisions of the GTC, with a content specified in the Contract and any attachments thereto (hereinafter referred to as the Services), to the persons stated as Beneficiaries in the Contract. The Service Provider shall perform its activity through involving its employees, subcontractors and partners or agents employed on the basis of separate contracts. The Service Provider hereby declares that it has any and all licences from the specialised authorities which the Service Provider needs in order to provide Services. The Client shall order the Service Provider’s Services as from the date of entry into force of the Contract, and the Client shall assume an obligation to use such services in accordance with the terms and conditions of the Contract, and to fully meet its contractual obligations.

1.2 The Beneficiaries

The Service Provider shall provide the Services specified in the Contract to natural persons determined by the Client at its sole discretion (hereinafter referred to as the Beneficiaries). Simultaneously with signature of the Contract, the Client shall determine the Beneficiaries in Attachment No. 2 which shall constitute an integral part of the Contract. The Client may, at its sole discretion, change the Beneficiaries, provided that the Client observes the procedure set out in the GTC. The Client shall have the right and shall be obliged to inform the Beneficiaries about the available scope of Services and the conditions for access thereto. In order to facilitate such information, the Service Provider may provide the Client with special information materials and may also send such materials directly to the Beneficiaries. Said information materials shall not be regarded as a part of the Contract, they are only aimed at informing about the Services.

II. THE CONTRACTING PARTIES’ RIGHTS AND OBLIGATIONS

2.1 The Service Provider’s Rights and Obligations

2.1.1 The Service Provider shall assume an obligation to provide the Services specified in the Contract in a professional manner and properly, in accordance with the Contract.

The Service Provider provides the Services through involving its medical staff and partners at the Service Provider’s Private Hospital located at 7/8 Széchenyi Square (Roosevelt Square) Budapest 1051, Hungary, except occupational health assessments provided as a basic service once a year for each beneficiary, which shall take place at the Client’s principal place of business.

Opening hours of Dr. Rose Private Hospital are as follows:

- Monday to Friday 8:00 a.m. to 8:00 p.m.; the hospital is closed at weekends and on public holidays.

Outside the above opening hours, out-of-hours care is available.

The Hotline service is available 24 hours/day every day.

The Service Provider shall have the right to change its opening hours from time to time, and it shall be obliged to communicate, on its own website (www.drrose.hu) such change immediately, but not later than 5 working days after the modification has come into effect, and shall post it at its principal place of business, and inform the Client thereby. If requested by the Client in writing, the Service Provider shall also inform the Client about such changes in any case in a letter sent to the Client by postal mail. If the Service Provider is not able to provide the Services at Dr. Rose Private Hospital due to reasons beyond its control, the Service Provider shall be entitled to provide such Services at another medical institute with which it has a contractual relationship.

2.1.2 The Service Provider shall assume an obligation to accept and to provide the Services to the Beneficiaries at the above-mentioned Medical Institute on the basis of appointments.

2.1.3 For providing the Services, the Service Provider shall be entitled to the remuneration specified in the Contract. By signing the Contract or by using the above mentioned services Client implicitly accepts the present terms and conditions and agrees to reimburse Service Provider for the relevant service fees. 

2.2 The Client’s Rights and Obligations

2.2.1 The Client shall be entitled to change, at its sole discretion, Attachment No. 2, i.e. the Beneficiaries, by notifying the Service Provider thereof in writing. Such amendments shall come into force upon communication (delivery) thereof to the Service Provider, as from the day after the communication.

2.2.2 The Client shall be obliged to ensure that the Beneficiaries can attend the Service Provider’s medical examinations.

2.2.3 The Client shall notify, in writing, the Service Provider of any changes in the company details which have any effect on the data entered in the Trade Register, without delay, but not later than 15 working days after said change has come into effect.

2.2.4 The Client shall be obliged to pay the Service Provider the exact amount of remuneration specified in this Agreement, in due time.
 

III. REMUNERATION

3.1 Remuneration for the Services

The Client shall pay the fees charged for the Services provided on the basis of this Agreement. The Fee to be paid shall be specified in the Contract. The prices included in the pricelist are net prices. Medical services are exempt from VAT. Once the Contract of definite duration has been transformed to a Contract of indefinite duration, the Service Provider shall have the right to index the Fee on the 1st day of February a year after the Contract has come into effect, then on the 1st day of February every year. The rate applied for such indexing shall correspond to the service price index stated by the Hungarian Central Statistical Office (“KSH”) for the preceding calendar year.

The Service Provider shall be obliged to notify the Client in writing of the rate of increase of the Fee. The Client shall pay the Fee applicable for the preceding year until receipt of notification. If the Service Provider fails to claim the increase of the Fee from the possible starting point thereof, the Service Provider shall still have the right to invoice the difference between the former Fee and the increased fee retroactively, without charging interest.

3.2 Payment of the Fee

The Service Provider shall be entitled to make out its first invoice on the date of entry into force of the Contract. Then invoicing shall take place periodically, as provided in the Contract, on the basis of prepayment. The Client hereby agrees that as a result of modifications carried out by the Client in accordance with 2.2.1 of the GTC, the Service Provider may adjust the amount of the fee to be paid for the following Payment period. On the other hand, the Service Provider shall not be obliged to decrease the fee paid for the specific Payment period, or partially or wholly refund it.

If, in the course of such modifications, the number of the Beneficiaries is increased or decreased or the service level is modified after the issue of the invoice for the specific Period, the Service Provider shall make out an adjustment invoice to the Client within 8 days after the modification has come into effect, and the Client shall settle said invoice. The Client shall settle the Service Provider’s invoice not later than 10 working days of the issue thereof, by wire transferring the amount to the Service Provider’s bank account. It shall constitute a material breach of contract if the Client’s delay to pay the fee falling due exceeds 15 days. If the Client fails to meet any of its payment obligations, the Client shall pay, for the period of such delay, late payment interest corresponding to the double of the current prime rate of the National Bank of Hungary.

IV. BREACH OF CONTRACT

4.1 Should the Client fail to fulfil its payment obligation within 15 days after the expiry of the deadline, the Service Provider shall have the right of withdrawal, terminating the Contract with immediate effect by extraordinary notice, or, to suspend, at its own discretion, the provision of the Services by its written notice to the Client until the Client meets its payment obligations (including payment of the interests).The Service Provider shall also be entitled to the Fee under the Contract for the period of said suspension, and the Client shall be obliged to pay it. The Service Provider may decide, at its sole discretion, upon the duration of said suspension, however such duration may not be longer than 3 months. The Service Provider may also exercise its right of withdrawal, terminating the Contract immediately any time during the period of suspension. In the event of Service Provider having partially fulfilled their obligation as stated in the Contract, Service Provider will have the right to terminate the contract with immediate effect in lieu of withdrawal.


V. EFFECT AND DURATION OF THE CONTRACT

5.1 The Contract shall become valid and effective on the date of its signature.

The Contract shall be concluded for a definite period of one year which shall commence on the day of entry into force of the Contract.

5.2 Unless either of the Parties notifies, at least 1 month before the expiry of the above-mentioned definite period, the other Party, in writing, of its intent not to renew the Contract, the Contract shall be transformed into a contract for a definite period of one more year, without any legal statements thereto.


VI. END AND TERMINATION OF THE CONTRACT

6.1 The Contract shall expire

- after the definite period of Contract expires if either Party notifies the other within the period of time under section 5.2 herein of its intent not to renew the Contract furthermore,

6.2 The Contract may be terminated

- by extraordinary notice,

- by mutual consent of the Parties,

6.4 Termination by extraordinary notice

6.4.1 The Contract may only be terminated by extraordinary notice with immediate effect in the event of a material breach of contract or in the event of the case under section 6.4.2 herein, by way of written notice to the other Party. In the event of a material breach of contract, the Contract may only be terminated by extraordinary notice if the other Party has violated any of the provisions of the Contract and fails to remedy it after being notified, in writing, about such breach or deficiency, within a time limit reasonably specified in the notice taking all circumstances into consideration, but not less than 15 days from the receipt thereof.

6.4.2 If either Party becomes insolvent and acknowledges, in writing, that it is not able to pay its outstanding debts, furthermore, if bankruptcy or winding-up proceedings have been instituted against either Party and such proceedings are not terminated within 30 days of their institution, the other Party shall have the right to terminate the Contract with immediate effect by its written notice to the Party which is insolvent or is bankrupt or being wound up.

6.4.3 The Service Provider shall, in particular, have the right to terminate the Contract with immediate effect by its written notice to the Client if

- the Client fails to meet its obligations set out in the Contract in connection with information or payment, or if the Client’s failure to meet such obligations exceeds 15 days;

- the Client has materially violated any of the provisions of the Contract.

The Service Provider shall not be obliged to refund the fee if the extraordinary termination is based on breach of contract by the Client.

6.4.4 The Client shall be entitled to terminate the Contract with immediate effect by its written notice to the Service Provider if the Service Provider has committed a material breach of contract; in this case the Contract shall immediately terminate for the future, and the Service Provider shall be obliged to refund, to the Client, the fee having been paid by the Client for the period when the Service Provider will no longer provide any services.
 

VII. CONFIDENTIALITY AND DATA PROTECTION

7.1 The Parties shall treat all data obtained in the course of the service in accordance with Act CXII of 2011 on Informational Self-determination and Freedom of Information and Act XLVII of 1997 on the Processing and Protection of Health Care Data and Associated Personal Data.

7.2 The Parties shall assume an obligation on defending and protecting and keeping confidential as commercial secrets any and all data, confidential data, information, confidential information and documents they obtain in the course of fulfilment of the Contract, and the Parties shall make all reasonable efforts to provide them with sufficient protection.

7.3 The Parties may only use such confidential data, and confidential information for the purpose of fulfilment of the Contract, and the Parties may not disclose any data and information obtained, without prior written consent of the other Party, unless such disclosure is required by law.

7.4 The Parties agree and undertake that the GTC, the content of the Contract and any attachments thereto as well as any and all data the Parties exchange between each other on the basis of the Contract shall be regarded as commercial secrets, and, as such, they shall be kept confidential, and it is not allowed to disclose them to third parties or to use them for purposes other than those defined in the Contract.

7.5 The Parties hereby undertake not to disclose the GTC, the content of the Contract and any attachments thereto, and any data and information obtained in the framework of the Contract to third parties or to the authorities without prior written consent of the other Party, unless such disclosure is required by law.

7.6 The above confidentiality obligation shall remain in full force and effect during the term of the Contract and even after the termination thereof for any reasons.

The Parties shall be liable for any loss or damage which arises from breach of their obligation on data processing and confidentiality.
 

VIII. MISCELLANEOUS PROVISIONS

8.1 Any and all written communications (“Mail”) drawn up by either Party to the other Party on the basis of the Contract shall be regarded as delivered if such mails are given to the other Party personally, or are posted to the other Party’s address set forth in the Contract by postal mail, fax or e-mail.

Any Mails addressed to the Service Provider shall be sent to

Name: Dr. Rose Magánkórház Kft.

Contact person: Ms. Petra LANCSALICS, CEO

Address: 1051 Budapest, Széchenyi tér 7/8.

Telephone: +36 1 377 6737

Fax: +36 1 348 0486

E-mail: petra.lancsalics@drrose.hu

A Mail shall be regarded as delivered

  1. a) upon receipt, if it has been delivered by hand;
  2. b) on the 5th day of posting it, if it is a registered letter;
  3. c) on the 7th day of posting it, if it is a standard letter, provided that the addressee has confirmed the receipt;
  4. d) if sent by fax, on the day when the fax was forwarded, provided that the addressee has confirmed the receipt;
  5. e) if sent by e-mail, on the day when the addressee has confirmed the receipt.

8.2 The Parties shall make any notices hereunder in writing. This Contract (including this section) may be amended in writing only.

8.3 In the event of any dispute arising from or in connection with the Contract and fulfilment thereof, the Parties shall attempt to resolve the dispute out of court.

8.4 The attachment(s) shall constitute an integral part of the Contract.

8.5 Should the GTC or certain provisions of the Contract or certain parts of the provisions therein be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of the GTC or the Contract. In this case, by means of (e.g. supplementary) interpretations, regulation(s) reflecting the economic intentions of the invalid or unenforceable provision(s) as closely as possible shall be regarded as valid. If such interpretation is impossible for legal reasons, the Parties shall irrevocably bind themselves to enter into supplemental Contract(s), on the basis of the spirit of the provisions herein. The provision of the preceding paragraph shall also apply to regulation gaps found in the course of the implementation or interpretation of the GTC or the Contract.

8.6 The Parties agree that in the case of any dispute arising from or in connection with the Contract, and primarily relating to breach, existence, validity or interpretation thereof, the Arbitration Court attached to the Hungarian Chamber of Commerce and Industry seated in Budapest shall have exclusive jurisdiction. The proceedings shall be conducted in accordance with the rules of procedures of the Arbitration Court. The arbitration tribunal shall consist of three arbitrators. The language of the arbitral proceedings shall be Hungarian.

8.7 All matters of the Contract shall be duly governed by the Hungarian law and legal regulations, in particular the Hungarian Civil Code and the provisions of Act XCIII of 1993 on Labour Safety, and any implementing regulations thereto.