The following Terms of Use for Nelly Solutions apply to contracts concluded on or after May 1, 2026. The Terms of Use for contracts concluded before May 1, 2026, can be found further down this page.
(hereinafter "Terms of Use")
1.1 These are the Terms of Use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and users who, at the time of concluding the contract, are legal entities under public law or entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "Practices"), who wish to use the Nelly Solutions Software (hereinafter "Platform") and who enter into a corresponding user agreement with Nelly (hereinafter "User Agreement"). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. The term "entrepreneur" under these Terms of Use expressly includes established physicians acting in the exercise of their freelance professional activity.
1.2 Deviating, conflicting, or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement for consent also applies if Nelly commences performance of services with knowledge of a Practice's General Terms and Conditions.
2.1 Nelly offers the Platform as a cloud-based Software-as-a-Service solution for Practices. Through the Platform, Practices can, as described in detail in Section 4,
(a) collect and manage patient data for digital patient intake (hereinafter "Anamnesis Module");
(b) create standardized, dynamic documents and conclude individual contracts with patients (hereinafter "Variable Documents Module");
(c) collect and manage patient payment data, bill for treatments, and process payments (hereinafter "Payment Processing Module");
(d) send invoices to patients digitally or in analog form (hereinafter "Invoice Dispatch Module");
(e) use digital information sheets to accompany the medical consultation (hereinafter "Information Sheets Module");
(f) patients can be asked for feedback and a review of the practice after treatments (hereinafter "Patient Review 5/5 Module").
(g) offer on-site payment for patients via credit/debit card or Mobile Pay ("POS Terminal Module").
(h) application for processing patient inquiries on the practice website (hereinafter "Online Reception Module");
(i) application for treatment documentation (hereinafter "AI Documentation Module");
(j) application for treatment billing (hereinafter "AI Billing Module").
(k) application for the management and AI-supported preparation of treatment plans, including patient communication for explaining and accepting treatment plans (hereinafter "AI Plan Agent Module").
(l) Display of promotional notices for additional services within the digital patient intake process (Module "Partner Offers").
2.2 Nelly itself does not provide Practices with any documents, data, or other content, with the exception of the Information Sheets Module, but rather offers a software solution for organizing and processing practice-specific content that can be uploaded to the Platform by practice employees (hereinafter "Users") (hereinafter "Practice Content").
2.3 Statements by Nelly employees or third parties, as well as advertising claims, shall only constitute a description of the quality of the owed service if Nelly has confirmed this in text form. Information regarding the quality of the contractually owed service shall only constitute a guarantee if expressly designated as such.
2.4 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with legal data protection regulations, as well as based on the data processing agreement concluded with the practice.
3.1 Nelly submits an offer to the practice for the use of the platform (hereinafter referred to as "Offer"). The Offer specifically defines the agreed modules and the remuneration to be paid by the practice and is valid without Nelly's signature.
3.2 The Offer may combine various Nelly services into service levels such as "Starter", "Standard", and "Premium" or individually define Nelly's services. Unless otherwise stated in the Offer, the service levels include the "Anamnesis" and "Variable Documents" modules in accordance with Section 4 of these Terms of Use, to the extent specified in the Offer. The service levels may include additional modules or partial services of other modules.
3.3 The paid user agreement between Nelly and the practice is concluded when Nelly receives the Offer signed by the practice. Unless otherwise provided in the Offer, Nelly is bound by the Offer only for a period of four weeks.
3.4 In the event of discrepancies, the agreements of the parties in the Offer take precedence over these Terms of Use.
4.1 Nelly provides the practice with access to the patient and practice portal (https://app.gonelly.de), including the modules selected in the Offer, under the conditions presented in the Offer.
4.2 Unless the parties make a different arrangement in the user agreement, the aforementioned modules include the following functions:
(a) Anamnesis Module:
Creation of individual patient intake
Data collection for the completion of practice documents via patients' smartphones or the tablet provided by Nelly for the practice (Section 8)
Enabling digital signatures of practice documents by patients
Provision of a QR code including a stand for patient registration
Sending documents
(b) Variable Documents Module:
Digitization of dynamic documents, especially treatment agreements
Up to six new documents can be digitized per quarter
(c) Payment Processing Module on behalf of the Practice:
Collection of payment data from private and self-paying patients
Billing of treatments
Payment processing via the external payment service provider
(d) Invoice Dispatch Module:
Digital or analog dispatch of invoices to patients
Providing an interface for invoice submission
(e) Information Sheets Module
Provision of digital information sheets to support medical patient counseling regarding agreed-upon specialties
(f) Patient Review 5/5 Module
Digital collection of patient satisfaction data
(g) POS Terminal Module
Provision of a Point of Sale card reader for on-site payment processing via credit/debit card or Mobile Pay
(h) Online Reception Module
Embedding an application on the practice website that enables patient inquiries for appointment booking, document submission, or other requests.
(i) AI Documentation Module
Generation of descriptive suggestions for documenting patient consultations for administrative purposes.
(j) AI Billing Module
Generation of suggestions for billing patient treatments.
(k) AI Plan Agent Module
(l) Partner Offers Module
Nelly is entitled to display promotional notices for additional services from companies affiliated with Nelly within the digital patient admission process.
These promotional notices are provided solely under the economic and data protection responsibility of Nelly or the offering company.
The promotional notices are identified as such, and it is explicitly stated that these notices have no substantive connection to the medical treatment provided by the practice.
The practice is neither a provider nor an intermediary for the additional services and assumes no responsibility for them. The practice receives no financial participation in these additional services.
4.3 In some modules, users can upload or create their own practice content on the platform and complete it using data and patient signatures transmitted and/or collected by Nelly in accordance with sections 5, 6, or 7. Users can then manage and archive the documents via the platform.
4.4 Nelly is not obligated to provide any further services. In particular, Nelly is not obliged to verify whether the practice's intended use of its own content for its own purposes is lawful.
4.5 Nelly is entitled to change and adapt the content of its services, particularly the platform, as part of technological, user interface-related, or content-related developments, provided that the agreed functionalities are not restricted or impaired thereby.
4.6 Due to necessary maintenance work and improvements, the platform, individual modules, or individual functions may be temporarily unavailable. Nelly will take into account the legitimate interests of the practice, particularly by providing timely advance notice. The right to use the platform exists only according to the current state of technology and the availability mentioned in section 11.
5.1 Access to the platform is via an internet browser. The practice is responsible for ensuring adequate internet connectivity. The practice is responsible for complying with the system requirements necessary for using the platform, particularly regarding an up-to-date operating system and browser.
5.2 The number of authorized users within the practice can be specified in the offer. The practice may only grant access to the platform to individuals employed by the practice, including temporary staff. The practice must keep the access data provided to it confidential and ensure that any employees to whom access data is provided also do so.
5.3 If the practice wishes to grant access to the platform to individuals outside its organization (hereinafter "external users"), it must first obtain Nelly's express written consent. Consent for external users named in the offer is deemed granted. External users can use the platform's functions in the same way as internal practice users. They are considered vicarious agents of the practice within the meaning of § 278 BGB. The practice shall indemnify Nelly against all third-party claims asserted against Nelly by such third parties due to breaches of contractual or legal obligations in connection with the performance of this user agreement, provided that external users are responsible for these breaches.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice is violating legal regulations or its obligations under this contract, or is in default of payment. When deciding on a block, Nelly will take into account the legitimate interests of the practice, particularly whether there are indications that the practice is not at fault for the violation. In this case, the practice remains obligated to pay the agreed remuneration. Nelly will lift the block as soon as the violation or payment default has ended.
6.1 Users can upload practice content (this includes, in particular, practice documents, practice data, and patient data) to the platform and use and edit it on the platform.
6.2 The practice grants Nelly the right, for the purpose of fulfilling the contract, to use, reproduce, or modify the practice content uploaded by the practice, insofar as this is necessary for the provision of the services owed under this contract.
6.3 The practice is solely responsible for all practice content used and processed by it or its authorized users, as well as for any necessary legal rights pertaining thereto. Nelly generally does not become aware of uploaded practice content and does not, in principle, review the content used.
6.4 The practice undertakes not to upload any content or data that is criminal or otherwise unlawful, either absolutely or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the platform.
6.5 In this regard, the practice undertakes to indemnify Nelly against any liability and all costs, including potential and actual costs of legal proceedings, if Nelly is held liable by third parties as a result of alleged actions or omissions by the practice. Nelly will inform the practice of such claim and, insofar as legally possible, give it the opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully provide Nelly with all available information regarding the matter that is the subject of the claim.
7.1 The practice has the option, via a platform function, to obtain signatures from its patients on certain documents as digital signatures. In this case, Nelly will directly contact the respective patient on behalf of the practice. Contact will be made using the patient's contact details provided by the practice or by the patient themselves. The practice guarantees that contact by Nelly and the obtaining of signatures in accordance with the contract by Nelly do not infringe any third-party rights. This applies in particular to data protection regulations.
7.2 Nelly guarantees that, if required, Nelly can provide the practice with user data related to digital signatures obtained by Nelly based on the user agreement, with the help of which it can be clearly determined which person created the respective digital signature. Should it not be possible to identify the person, Nelly will compensate the practice for any damage incurred as a result. Excluded from this are signatures created based on phone numbers that do not originate from the EU or the United States.
7.3 The practice acknowledges and accepts that digital signatures obtained via the Nelly platform comply with the text form requirements pursuant to § 126b BGB. A qualified electronic signature within the meaning of § 126a para. 1 BGB is not offered. Certain documents may be subject to special legal or contractual form requirements. Nelly is not obliged to check whether a specific document can be legally signed electronically, i.e., in particular, whether the document is subject to a legal or contractual form requirement that precludes digital signatures via the Nelly platform. Insofar as Nelly provides information on digital signatures, this is for general informational purposes only and does not constitute legal advice.
7.4 The practice is solely responsible for verifying the validity and legality of the digital signature for its own purposes, particularly with regard to compliance with the laws and professional regulations applicable to it.
8.1 If agreed in the offer, Nelly will provide the practice with tablets for the duration of the contract, on which patients of the practice who do not have a smartphone can complete patient registration. For this, the practice will pay the rental fee specified in the offer.
8.2 Tablets provided are generally to be used at the practice's location. Use of the tablets at another location requires Nelly's prior written consent. Nelly will not refuse permission if there are no reasonable grounds to do so.
8.3 The practice is responsible for providing, at its own expense, the necessary prerequisites for the installation and operation of the tablets.
8.4 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract term.
8.5 If the practice discovers that a tablet is not functioning properly, the practice is obliged to inform Nelly immediately in text form. Furthermore, upon Nelly's request, the practice is obliged to return a tablet to Nelly at Nelly's expense in such a case.
8.6 In the event of damage or functional impairment of the tablet, Nelly is entitled to charge a flat-rate compensation of EUR 30. Nelly reserves the right to claim further damages; the practice remains free to prove that no damage or less damage occurred.
9.1 As part of the Payment Processing module, Nelly enables billing and payment processing for treatments rendered to private and self-paying patients. To collect payment data, Nelly, acting on behalf of the practice, directly contacts the respective patient via the platform. Contact is established using the patient's contact details provided by the practice or by the patient themselves.
9.2 Invoicing is carried out, optionally, in one of the ways specified in the offer:
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and under a specific order from the practice, or
(c) by Nelly on behalf of and under a general order from the practice via an interface that automatically and regularly transmits billing data to Nelly.
In all cases, Nelly generates the invoices using a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Adyen N.V. German Branch Jägerstraße 27 10117 Berlin ("Adyen"). All services related to payment processing are performed on behalf of the practice. A prerequisite for carrying out payment processing is that the practice concludes an account agreement with Adyen, as specified in the offer. Payment processing by the payment service provider is carried out, as agreed with the practice, either by
a) a payment order from the patient via the platform using one of the available payment methods,
b) debiting by the practice via the platform using the patient's pre-authorized payment methods, or
c) payment by the patient at the practice using a provided card reader (Section 10).
9.4 The patient pays the invoice amount directly to Adyen. For this purpose, the patient has access to the payment methods specified in the offer. Adyen forwards the received payment amount, minus the billing fees specified in the offer, to the practice. Nelly never has access to the invoice amount paid by the patient.
9.5 Nelly provides the practice with a portal on the platform for managing and monitoring the services offered by Adyen. Through this portal, the practice has access to received payments, bank payouts made, and due usage fees.
9.6 Through its platform integration, Nelly offers the possibility of using Adyen's services but does not itself become a party to the contractual relationship between Adyen and the practice and otherwise assumes no responsibility for the provision of payment services. Accordingly, Nelly cannot assume responsibility for the availability and functionality of the services offered by Adyen.
9.7 The practice undertakes to indemnify Nelly against any liability and all costs, including fines and potential and actual costs of legal proceedings, asserted in connection with the practice's use of Adyen's services, unless Nelly is at fault. Nelly will inform the practice of any claim and, to the extent legally possible, provide it with an opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully disclose to Nelly all available information regarding the matter that is the subject of the claim.
10.1 If agreed in the offer, Nelly will provide the practice with one or more Point of Sale (POS) terminals for the contract duration to facilitate on-site payments for patients. For this, the practice pays the rental fee specified in the offer.
10.2 The use of the POS terminal requires the conclusion of an account agreement between the practice and the payment service provider Adyen (Section 9.3). The respective terms and conditions of Adyen, as agreed between the practice and Adyen, apply to the use of the POS terminal.
10.3 Furthermore, Section 8 of these Terms of Use applies accordingly to the provision of the POS terminal by Nelly to the practice.
11.1 Nelly provides the practice with an embeddable website widget ("Online Reception") through which patients can submit practice-related requests without logging in (e.g., appointment requests, secure document submission, general inquiries).
11.2 The Online Reception is exclusively for forwarding/receiving administrative inquiries for the benefit of the practice. Nelly cannot provide medical advice to patients.
11.3 It is the practice's responsibility to create the necessary technical prerequisites on its website for embedding the Online Reception. Nelly is not obligated to create, adapt, or revise the practice's website beyond the technical embedding.
11.4 The practice ensures that its legal notice (Impressum) and data protection information cover the use of the Online Reception and – where necessary – obtains patient consents (especially for health data in free-text fields). Nelly provides standard texts for this purpose upon request.
11.5 The availability of the Online Reception depends on the availability of the practice's website.
11.6 Nelly may adapt UI and technical details of the widget as part of further developments without restricting the agreed functionalities.
11.7 The practice provides Nelly with the information/assets required for integration (e.g., practice logo, contact methods, FAQs), tests the embedding in its website environment, and designates a technical contact person.
11.8 Nelly may temporarily block or deactivate the Online Reception if there are indications of legal/contractual violations, security risks, or payment arrears; legitimate interests of the practice will be taken into account.
12.1 Nelly provides the practice with an AI-powered module for creating descriptive drafts of treatment conversation documentation. The creation is based on a temporary audio recording of the treatment conversation for transcription and optional connection to the practice management system (PMS). The audio recording is used exclusively for transcription purposes and is then immediately and automatically deleted.
12.2 The practice is required to obtain the effective and explicit consent of patients and, if applicable, staff for the use of AI documentation and before audio recording. No recording will take place without consent.
12.3 The module generates drafts of the documentation. The content review, supplementation, and approval are carried out by and under the responsibility of the practice's medical staff. Only then will the data be transferred to the PMS.
12.4 The documentation drafts are created exclusively to simplify administrative processes in the practice and are not intended to support medical decisions regarding patient-specific conclusions such as diagnosis, therapy, or other medical purposes. The AI documentation does not generate instructions or recommendations for the practice's medical staff from the treatment conversation.
13.1 Nelly provides the practice with an AI-powered module for generating billing suggestions based on data produced by AI documentation or other treatment records. The module generates suggestions for GOÄ, GOZ, or BEMA billing items.
13.2 The practice is obliged to review and approve all proposals generated by the AI billing system before transmitting them to the patient, insurer, billing company, or other parties.
13.3 The module generates automated billing proposals. Binding billing occurs exclusively after review and approval by the practice's medical or administrative staff.
13.4 The practice ensures that – where necessary – valid data protection consent is obtained for the data used to create the AI billing and incorporated into the billing process.
13.5 The use of AI billing is only possible in conjunction with the AI documentation module.
14.1 Nelly provides the practice with a module for the central management of treatment plans and for digital patient communication regarding the explanation and acceptance of treatment plans via digital signature.
14.2 The module uses AI to generate a summary of a treatment plan. The summary is stored in the practice portal for the practice and also made available in the patient portal for the patient after completion of the treatment plan, to make the treatment plan comprehensibly accessible to them.
The patient receives a notification via email, SMS, or WhatsApp, which contains a link to the Nelly Intake Flow, where the summary and the treatment plan are made available for digital signature. After successful completion of the treatment agreement, it is available to the patient in the patient portal.
The summaries generated by the AI Plan Agent are based exclusively on the treatment plans created by the practice in the PVS and the practice information stored by the practice. The practice is obliged to check the AI-generated summaries for factual correctness before transmitting them to patients and, if necessary, make appropriate corrections.
14.3 Furthermore, the module offers the possibility to send automated reminders for signing the treatment plan and appointment bookings to patients via email, SMS, or WhatsApp. Neither the treatment plan nor the summary itself is sent; instead, only a notification with a link to the patient portal is transmitted.
The practice determines the frequency and content of automated reminders for signing and/or booking appointments within the module itself. The practice is obliged to send reminders only to a reasonable extent for the patient and at appropriate intervals. Nelly specifies a technical maximum limit for the frequency and number of reminders.
14.4 The responsibility for the factual correctness of the treatment plans and the AI-generated summaries and responses remains with the practice. The practice ensures that relevant content is adequately reviewed before being transmitted to patients. The medical duty to inform patients according to § 630e BGB remains unaffected and cannot be replaced by the module.
14.5 The module includes an AI-powered chatbot through which patients can ask questions about their specific treatment plan. The chatbot can be activated or deactivated by the practice at any time. The practice also has access to the conversations between the patient and the AI chatbot at all times and can take over conversations referred by the AI chatbot to the practice by providing direct answers.
To answer patient inquiries, the AI chatbot accesses the respective patient's treatment plan stored in the practice portal, as well as the practice information stored by the practice. Based on this, it answers questions about the contents of the specific treatment plan, the billing codes included therein, and organizational practice information.
The AI chatbot does not provide medical recommendations, diagnoses, treatment suggestions, or general health education. For medical questions or questions beyond the plan explanation, the AI chatbot refers the patient to the treating physician. In case of signs of acute symptoms, the AI chatbot also refers to the dental emergency service.
14.6 Notifications and reminders are transmitted to patients via external communication providers:
Notifications with a link to the patient portal and reminders are sent via these channels.
The AI chatbot operates exclusively via WhatsApp. The WhatsApp platform is operated by Meta Platforms Ireland Ltd., which, as the platform operator, processes communication metadata and acts as an independent data controller vis-à-vis the patient in this regard.
The patient uses the AI chatbot by actively engaging with it via their WhatsApp account. The responsibility of the respective platform operators towards the patient as their user remains unaffected.
15.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and entered into the platform. This applies in particular to all data that the practice transmits to Nelly for invoicing.
15.2 In case of incorrect practice content or other data, the practice shall inform Nelly immediately.
15.3 Similarly, the practice shall immediately inform Nelly of any defects or malfunctions of the platform and explain the specific circumstances. Nelly will then rectify such defects within a reasonable period. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be eliminated with disproportionate effort and the usability of the platform is not significantly impaired.
16.1 Nelly provides the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, operating hours are 8:00 AM to 6:00 PM CET or CEST on all calendar days, with the exception of Saturdays, Sundays, national public holidays, and December 24th and 31st of each year.
16.2 Nelly guarantees a minimum technical availability of the platform of 95% during operating hours. Availability, expressed as a percentage, is calculated as follows:
Total number of operating minutes in a calendar month minus the total number of downtime minutes during operating hours in the same calendar month, divided by the total number of operating minutes in the same calendar month.
16.3 Service interruptions will be resolved by Nelly within one week at the latest.
16.4 Nelly informs the practice that limitations or impairments of the platform may arise that are beyond Nelly's control. These include, in particular, actions by third parties not acting on behalf of Nelly, technical conditions of the internet beyond Nelly's influence, and force majeure. The hardware, software, and technical infrastructure used by the practice can also affect Nelly's services. Insofar as such circumstances affect the availability or functionality of the services provided by Nelly, this shall not impact the conformity of the services rendered with the contract and shall not be taken into account for the guaranteed minimum availability of the platform.
17.1 Unless otherwise specified in the offer, the term of the user agreement is initially six months from the conclusion of the contract. Thereafter, and each subsequent time, the user agreement shall be extended by another twelve months, unless terminated in due time with one month's notice before the end of the respective term.
17.2 The right of both parties to terminate without notice for good cause remains unaffected. A good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this.
17.3 Terminations must be in text form.
18.1 The remuneration to be paid by the practice is specified in the offer. The prices presented in the offer are based on the agreed number of doctors per practice location. If a practice has multiple locations, each location will be billed according to the agreed number of doctors for that specific location. Any increase or decrease in the agreed number of doctors or locations requires a separate agreement. If the practice uses Nelly's services at an unagreed location, the remuneration agreed in the offer for that location shall apply accordingly.
18.2 All remunerations mentioned in the offer or in these Terms of Use are subject to statutory value-added tax.
18.3 Unless expressly agreed otherwise in the offer, remuneration is due for payment within fourteen days of invoicing by Nelly.
18.4 If the practice delays payment of due remuneration by more than four weeks, Nelly is entitled, after prior warning with a deadline and expiry of that deadline, to block access to the platform. Nelly's claim to remuneration remains unaffected by the blocking. Access to the platform will be reactivated immediately upon settlement of outstanding amounts. The right to block access also exists as a less severe measure even if Nelly has a right to extraordinary termination.
18.5 Nelly's claim to remuneration arises on the day after the practice has been instructed in the agreed services and is independent of whether the practice actually uses or avails itself of the agreed services.
18.6 Remuneration for individual modules, particularly payment processing and POS terminals, may be collected in whole or in part by the payment processor or Nelly by retaining the corresponding amount from a transaction processed via the respective modules.
19.1 Nelly grants the practice a non-exclusive, non-transferable, and non-sublicensable right to use the platform for the purpose specified in the user agreement and with the number of users defined in the offer, for the duration of the user agreement.
19.2 The practice grants Nelly the necessary, royalty-free, non-exclusive, non-sublicensable, and non-transferable rights of use to all practice content for the intended use of the platform (especially for providing the functions specified in the offer), including, where necessary, the right to reproduce, adapt, make available online, transmit, and display, as well as database and archiving rights.
19.3 Nelly reserves the right to aggregate non-personal data of the practice and its users and to use it in this form for the purpose of needs-based design, further development, and optimization of the platform, as well as for providing the services owed under the contract.
19.4 The patient information forms provided in the Patient Information Module are protected by copyright. Furthermore, rights to the provided patient information forms for types of use unknown at the time of contract conclusion are also protected. Any reproduction, alteration, or adaptation (even in extracts) by mechanical, digital, or other means is prohibited. Furthermore, the publication and distribution in digital or analog form on image, data, and sound carriers of all kinds, and the reproduction and distribution thereof, are also prohibited. Reading data from the platform using technical aids or storing content in database systems is not permitted.
20.1 In the Patient Information Module, Nelly offers the practice patient information forms for doctors in the form of IT-supported solutions (software). These serve merely as accompanying support for the individual patient consultation, which must in any case be conducted by the person obliged to provide information and must comply with legal requirements, particularly § 630e BGB; they cannot replace this consultation.
20.2 Nelly undertakes to review or have reviewed the provided patient information forms for their professional and factual accuracy once a year and, if required by the review, to provide the contractual partner with new or updated versions of the patient information forms.
20.3 The responsibility for complete, accurate patient information that complies with legal requirements, particularly § 630e BGB, remains solely with the legally obliged person to provide information, even when using the patient information forms. There is no full or partial transfer of these duties to Nelly. The practice and the person obliged to provide information are advised that the legal content and scope of a doctor's duty to inform are subject to constant change, particularly due to legal and professional requirements for the duty to inform, and new professional insights that may necessitate extended information (e.g., regarding newly identified treatment risks and new treatment methods).
20.4 The frequency indications used in the patient information forms, such as "frequent," "rare," etc., for the complications/risks mentioned therein, represent only a general assessment by the authors of the patient information forms at the time of their creation, referring to a medical procedure performed lege artis (according to the rules of the art). Among other things, they do not correspond to the statistical data on drug side effects found in package inserts. When providing frequency information, the doctor must always consider the patient's individual characteristics during the consultation.
20.5 Nelly's patient information forms are intended for exclusive use within the Federal Republic of Germany.
20.6 The right to use the patient information forms provided by Nelly expires after the usage period indicated on them, but no later than upon termination of the agreement between Nelly and the practice regarding their use. Upon expiration of the usage rights, the practice undertakes to delete or destroy all physical or digital copies of the sample patient information forms in its possession.
21.1 Insofar as Nelly provides the practice with access to websites, APIs, databases, or other third-party infrastructures, Nelly is not responsible for their availability nor for the content obtained through them (especially the content or quality of data). Nelly's liability for any damages incurred by the practice arising therefrom is therefore excluded, to the extent permitted by law.
21.2 Nelly is liable for damages insofar as they were caused by Nelly intentionally or with gross negligence, or result from Nelly's breach of obligations whose fulfillment is essential for the proper execution of this contract and on whose observance the practice may rely (so-called essential contractual obligations). Except in cases of intent or gross negligence, Nelly's liability for essential contractual obligations is limited in amount to the damages typically foreseeable at the time of contract conclusion.
21.3 Otherwise, Nelly's liability is excluded regardless of its legal basis, unless Nelly is mandatorily liable by law, particularly due to injury to life, body, or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees by Nelly are generally only made in writing and designated as such.
21.4 The limitations of liability in the preceding paragraphs also apply to claims against Nelly's legal representatives, executive employees, staff, agents, and other vicarious agents.
22.1 The parties undertake to treat all confidential information of the respective other party, whether technical, commercial, or organizational in nature, that becomes known to them during the execution of the usage agreement, as confidential and to use it only for contractually agreed purposes. The obligation of confidentiality does not apply to persons who are authorized to receive such information and are legally or contractually bound to secrecy, or if the other party has consented to the disclosure.
22.2 Confidential information within the meaning of this provision includes practice content, documents, details, data, and information that are designated as confidential or are to be regarded as confidential by their nature. The term confidential information does not include information that (i) is or becomes public domain or generally accessible (unless due to a breach of this agreement by the receiving party or one of its representatives); (ii) was already lawfully in the possession of the receiving party without an obligation of confidentiality before it received it from the disclosing party; or (iii) was received from a third party authorized to disclose such information without restriction.
22.3 If a party is obliged to make confidential information of the other party, as defined above, accessible to a public authority, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is disclosed to the public authority.
22.4 The rights and obligations under this Section 15 are not affected by the termination of this contract.
23.1 Nelly is aware of and respects the special need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
23.2 The practice is responsible for obtaining the necessary consent declarations from the users of the platform and their patients for the processing of personal data via the platform.
23.3 Nelly implements technical and organizational measures to protect data against unauthorized access and for daily data backup. Details can be found in the agreement on commissioned data processing in Annex 1.
23.4 Upon termination of the usage agreement, Nelly will, at the practice's discretion, delete all personal data or hand it over to the practice and irrevocably delete any existing copies of the data.
24.1 The assignment of the Practice's rights and obligations under this contract is only permissible with Nelly's prior written consent.
24.2 Nelly is entitled to engage third parties to fulfill the obligations under this contract.
24.1 Nelly is entitled to unilaterally adjust the prices agreed for the services during the contract term, insofar as essential cost factors increase or decrease.
25.2 Any adjustment will be communicated to the contractual partner in text form at least 8 weeks before its effective date, showing the prices applicable from that date.
25.3 If the adjustment exceeds an increase of 10% of the last agreed price within 12 months, the Practice is entitled to terminate the contract within 2 weeks of receiving the notification, effective from the date the adjustment comes into force.
25.4 If the Practice does not terminate the contract, the amended prices shall be deemed agreed.
26.1 The provisions of the User Agreement supersede all oral or written agreements between the parties. Amendments or additions to the User Agreement – including this text form clause – and its appendices require text form to be effective. The precedence of individual contractual agreements (§ 305b BGB) remains unaffected.
26.2 The User Agreement shall be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.
26.3 For all claims arising from or in connection with the User Agreement, Berlin is agreed as the exclusive place of jurisdiction, to the extent legally permissible.
26.4 Should any provision of this contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this contract shall remain unaffected. In place of the invalid or unenforceable provision, a regulation shall be deemed agreed which, to the extent legally permissible, economically comes closest in terms of place, time, scope, and area of application to what was intended according to the original meaning and purpose of the invalid or unenforceable provision. This applies accordingly in the event of unintended gaps in this contract. This severability clause is not merely a reversal of the burden of proof, but rather entirely displaces § 139 BGB.
Below you will find our previous terms of use:
The following Terms of Use for Nelly Solutions apply to contracts concluded on or after May 1, 2026. The Terms of Use for contracts concluded before May 1, 2026, can be found further down this page.
(hereinafter "Terms of Use")
1.1 These are the Terms of Use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and users who, at the time of concluding the contract, are legal entities under public law or entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "Practices"), who wish to use the Nelly Solutions Software (hereinafter "Platform") and who enter into a corresponding user agreement with Nelly (hereinafter "User Agreement"). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. The term "entrepreneur" under these Terms of Use expressly includes established physicians acting in the exercise of their freelance professional activity.
1.2 Deviating, conflicting, or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement for consent also applies if Nelly commences performance of services with knowledge of a Practice's General Terms and Conditions.
2.1 Nelly offers the Platform as a cloud-based Software-as-a-Service solution for Practices. Through the Platform, Practices can, as described in detail in Section 4,
(a) collect and manage patient data for digital patient intake (hereinafter "Anamnesis Module");
(b) create standardized, dynamic documents and conclude individual contracts with patients (hereinafter "Variable Documents Module");
(c) collect and manage patient payment data, bill for treatments, and process payments (hereinafter "Payment Processing Module");
(d) send invoices to patients digitally or in analog form (hereinafter "Invoice Dispatch Module");
(e) use digital information sheets to accompany the medical consultation (hereinafter "Information Sheets Module");
(f) patients can be asked for feedback and a review of the practice after treatments (hereinafter "Patient Review 5/5 Module").
(g) offer on-site payment for patients via credit/debit card or Mobile Pay ("POS Terminal Module").
(h) application for processing patient inquiries on the practice website (hereinafter "Online Reception Module");
(i) application for treatment documentation (hereinafter "AI Documentation Module");
(j) application for treatment billing (hereinafter "AI Billing Module").
(k) application for the management and AI-supported preparation of treatment plans, including patient communication for explaining and accepting treatment plans (hereinafter "AI Plan Agent Module").
(l) Display of promotional notices for additional services within the digital patient intake process (Module "Partner Offers").
2.2 Nelly itself does not provide Practices with any documents, data, or other content, with the exception of the Information Sheets Module, but rather offers a software solution for organizing and processing practice-specific content that can be uploaded to the Platform by practice employees (hereinafter "Users") (hereinafter "Practice Content").
2.3 Statements by Nelly employees or third parties, as well as advertising claims, shall only constitute a description of the quality of the owed service if Nelly has confirmed this in text form. Information regarding the quality of the contractually owed service shall only constitute a guarantee if expressly designated as such.
2.4 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with legal data protection regulations, as well as based on the data processing agreement concluded with the practice.
3.1 Nelly submits an offer to the practice for the use of the platform (hereinafter referred to as "Offer"). The Offer specifically defines the agreed modules and the remuneration to be paid by the practice and is valid without Nelly's signature.
3.2 The Offer may combine various Nelly services into service levels such as "Starter", "Standard", and "Premium" or individually define Nelly's services. Unless otherwise stated in the Offer, the service levels include the "Anamnesis" and "Variable Documents" modules in accordance with Section 4 of these Terms of Use, to the extent specified in the Offer. The service levels may include additional modules or partial services of other modules.
3.3 The paid user agreement between Nelly and the practice is concluded when Nelly receives the Offer signed by the practice. Unless otherwise provided in the Offer, Nelly is bound by the Offer only for a period of four weeks.
3.4 In the event of discrepancies, the agreements of the parties in the Offer take precedence over these Terms of Use.
4.1 Nelly provides the practice with access to the patient and practice portal (https://app.gonelly.de), including the modules selected in the Offer, under the conditions presented in the Offer.
4.2 Unless the parties make a different arrangement in the user agreement, the aforementioned modules include the following functions:
(a) Anamnesis Module:
Creation of individual patient intake
Data collection for the completion of practice documents via patients' smartphones or the tablet provided by Nelly for the practice (Section 8)
Enabling digital signatures of practice documents by patients
Provision of a QR code including a stand for patient registration
Sending documents
(b) Variable Documents Module:
Digitization of dynamic documents, especially treatment agreements
Up to six new documents can be digitized per quarter
(c) Payment Processing Module on behalf of the Practice:
Collection of payment data from private and self-paying patients
Billing of treatments
Payment processing via the external payment service provider
(d) Invoice Dispatch Module:
Digital or analog dispatch of invoices to patients
Providing an interface for invoice submission
(e) Information Sheets Module
Provision of digital information sheets to support medical patient counseling regarding agreed-upon specialties
(f) Patient Review 5/5 Module
Digital collection of patient satisfaction data
(g) POS Terminal Module
Provision of a Point of Sale card reader for on-site payment processing via credit/debit card or Mobile Pay
(h) Online Reception Module
Embedding an application on the practice website that enables patient inquiries for appointment booking, document submission, or other requests.
(i) AI Documentation Module
Generation of descriptive suggestions for documenting patient consultations for administrative purposes.
(j) AI Billing Module
Generation of suggestions for billing patient treatments.
(k) AI Plan Agent Module
(l) Partner Offers Module
Nelly is entitled to display promotional notices for additional services from companies affiliated with Nelly within the digital patient admission process.
These promotional notices are provided solely under the economic and data protection responsibility of Nelly or the offering company.
The promotional notices are identified as such, and it is explicitly stated that these notices have no substantive connection to the medical treatment provided by the practice.
The practice is neither a provider nor an intermediary for the additional services and assumes no responsibility for them. The practice receives no financial participation in these additional services.
4.3 In some modules, users can upload or create their own practice content on the platform and complete it using data and patient signatures transmitted and/or collected by Nelly in accordance with sections 5, 6, or 7. Users can then manage and archive the documents via the platform.
4.4 Nelly is not obligated to provide any further services. In particular, Nelly is not obliged to verify whether the practice's intended use of its own content for its own purposes is lawful.
4.5 Nelly is entitled to change and adapt the content of its services, particularly the platform, as part of technological, user interface-related, or content-related developments, provided that the agreed functionalities are not restricted or impaired thereby.
4.6 Due to necessary maintenance work and improvements, the platform, individual modules, or individual functions may be temporarily unavailable. Nelly will take into account the legitimate interests of the practice, particularly by providing timely advance notice. The right to use the platform exists only according to the current state of technology and the availability mentioned in section 11.
5.1 Access to the platform is via an internet browser. The practice is responsible for ensuring adequate internet connectivity. The practice is responsible for complying with the system requirements necessary for using the platform, particularly regarding an up-to-date operating system and browser.
5.2 The number of authorized users within the practice can be specified in the offer. The practice may only grant access to the platform to individuals employed by the practice, including temporary staff. The practice must keep the access data provided to it confidential and ensure that any employees to whom access data is provided also do so.
5.3 If the practice wishes to grant access to the platform to individuals outside its organization (hereinafter "external users"), it must first obtain Nelly's express written consent. Consent for external users named in the offer is deemed granted. External users can use the platform's functions in the same way as internal practice users. They are considered vicarious agents of the practice within the meaning of § 278 BGB. The practice shall indemnify Nelly against all third-party claims asserted against Nelly by such third parties due to breaches of contractual or legal obligations in connection with the performance of this user agreement, provided that external users are responsible for these breaches.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice is violating legal regulations or its obligations under this contract, or is in default of payment. When deciding on a block, Nelly will take into account the legitimate interests of the practice, particularly whether there are indications that the practice is not at fault for the violation. In this case, the practice remains obligated to pay the agreed remuneration. Nelly will lift the block as soon as the violation or payment default has ended.
6.1 Users can upload practice content (this includes, in particular, practice documents, practice data, and patient data) to the platform and use and edit it on the platform.
6.2 The practice grants Nelly the right, for the purpose of fulfilling the contract, to use, reproduce, or modify the practice content uploaded by the practice, insofar as this is necessary for the provision of the services owed under this contract.
6.3 The practice is solely responsible for all practice content used and processed by it or its authorized users, as well as for any necessary legal rights pertaining thereto. Nelly generally does not become aware of uploaded practice content and does not, in principle, review the content used.
6.4 The practice undertakes not to upload any content or data that is criminal or otherwise unlawful, either absolutely or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the platform.
6.5 In this regard, the practice undertakes to indemnify Nelly against any liability and all costs, including potential and actual costs of legal proceedings, if Nelly is held liable by third parties as a result of alleged actions or omissions by the practice. Nelly will inform the practice of such claim and, insofar as legally possible, give it the opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully provide Nelly with all available information regarding the matter that is the subject of the claim.
7.1 The practice has the option, via a platform function, to obtain signatures from its patients on certain documents as digital signatures. In this case, Nelly will directly contact the respective patient on behalf of the practice. Contact will be made using the patient's contact details provided by the practice or by the patient themselves. The practice guarantees that contact by Nelly and the obtaining of signatures in accordance with the contract by Nelly do not infringe any third-party rights. This applies in particular to data protection regulations.
7.2 Nelly guarantees that, if required, Nelly can provide the practice with user data related to digital signatures obtained by Nelly based on the user agreement, with the help of which it can be clearly determined which person created the respective digital signature. Should it not be possible to identify the person, Nelly will compensate the practice for any damage incurred as a result. Excluded from this are signatures created based on phone numbers that do not originate from the EU or the United States.
7.3 The practice acknowledges and accepts that digital signatures obtained via the Nelly platform comply with the text form requirements pursuant to § 126b BGB. A qualified electronic signature within the meaning of § 126a para. 1 BGB is not offered. Certain documents may be subject to special legal or contractual form requirements. Nelly is not obliged to check whether a specific document can be legally signed electronically, i.e., in particular, whether the document is subject to a legal or contractual form requirement that precludes digital signatures via the Nelly platform. Insofar as Nelly provides information on digital signatures, this is for general informational purposes only and does not constitute legal advice.
7.4 The practice is solely responsible for verifying the validity and legality of the digital signature for its own purposes, particularly with regard to compliance with the laws and professional regulations applicable to it.
8.1 If agreed in the offer, Nelly will provide the practice with tablets for the duration of the contract, on which patients of the practice who do not have a smartphone can complete patient registration. For this, the practice will pay the rental fee specified in the offer.
8.2 Tablets provided are generally to be used at the practice's location. Use of the tablets at another location requires Nelly's prior written consent. Nelly will not refuse permission if there are no reasonable grounds to do so.
8.3 The practice is responsible for providing, at its own expense, the necessary prerequisites for the installation and operation of the tablets.
8.4 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract term.
8.5 If the practice discovers that a tablet is not functioning properly, the practice is obliged to inform Nelly immediately in text form. Furthermore, upon Nelly's request, the practice is obliged to return a tablet to Nelly at Nelly's expense in such a case.
8.6 In the event of damage or functional impairment of the tablet, Nelly is entitled to charge a flat-rate compensation of EUR 30. Nelly reserves the right to claim further damages; the practice remains free to prove that no damage or less damage occurred.
9.1 As part of the Payment Processing module, Nelly enables billing and payment processing for treatments rendered to private and self-paying patients. To collect payment data, Nelly, acting on behalf of the practice, directly contacts the respective patient via the platform. Contact is established using the patient's contact details provided by the practice or by the patient themselves.
9.2 Invoicing is carried out, optionally, in one of the ways specified in the offer:
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and under a specific order from the practice, or
(c) by Nelly on behalf of and under a general order from the practice via an interface that automatically and regularly transmits billing data to Nelly.
In all cases, Nelly generates the invoices using a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Adyen N.V. German Branch Jägerstraße 27 10117 Berlin ("Adyen"). All services related to payment processing are performed on behalf of the practice. A prerequisite for carrying out payment processing is that the practice concludes an account agreement with Adyen, as specified in the offer. Payment processing by the payment service provider is carried out, as agreed with the practice, either by
a) a payment order from the patient via the platform using one of the available payment methods,
b) debiting by the practice via the platform using the patient's pre-authorized payment methods, or
c) payment by the patient at the practice using a provided card reader (Section 10).
9.4 The patient pays the invoice amount directly to Adyen. For this purpose, the patient has access to the payment methods specified in the offer. Adyen forwards the received payment amount, minus the billing fees specified in the offer, to the practice. Nelly never has access to the invoice amount paid by the patient.
9.5 Nelly provides the practice with a portal on the platform for managing and monitoring the services offered by Adyen. Through this portal, the practice has access to received payments, bank payouts made, and due usage fees.
9.6 Through its platform integration, Nelly offers the possibility of using Adyen's services but does not itself become a party to the contractual relationship between Adyen and the practice and otherwise assumes no responsibility for the provision of payment services. Accordingly, Nelly cannot assume responsibility for the availability and functionality of the services offered by Adyen.
9.7 The practice undertakes to indemnify Nelly against any liability and all costs, including fines and potential and actual costs of legal proceedings, asserted in connection with the practice's use of Adyen's services, unless Nelly is at fault. Nelly will inform the practice of any claim and, to the extent legally possible, provide it with an opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully disclose to Nelly all available information regarding the matter that is the subject of the claim.
10.1 If agreed in the offer, Nelly will provide the practice with one or more Point of Sale (POS) terminals for the contract duration to facilitate on-site payments for patients. For this, the practice pays the rental fee specified in the offer.
10.2 The use of the POS terminal requires the conclusion of an account agreement between the practice and the payment service provider Adyen (Section 9.3). The respective terms and conditions of Adyen, as agreed between the practice and Adyen, apply to the use of the POS terminal.
10.3 Furthermore, Section 8 of these Terms of Use applies accordingly to the provision of the POS terminal by Nelly to the practice.
11.1 Nelly provides the practice with an embeddable website widget ("Online Reception") through which patients can submit practice-related requests without logging in (e.g., appointment requests, secure document submission, general inquiries).
11.2 The Online Reception is exclusively for forwarding/receiving administrative inquiries for the benefit of the practice. Nelly cannot provide medical advice to patients.
11.3 It is the practice's responsibility to create the necessary technical prerequisites on its website for embedding the Online Reception. Nelly is not obligated to create, adapt, or revise the practice's website beyond the technical embedding.
11.4 The practice ensures that its legal notice (Impressum) and data protection information cover the use of the Online Reception and – where necessary – obtains patient consents (especially for health data in free-text fields). Nelly provides standard texts for this purpose upon request.
11.5 The availability of the Online Reception depends on the availability of the practice's website.
11.6 Nelly may adapt UI and technical details of the widget as part of further developments without restricting the agreed functionalities.
11.7 The practice provides Nelly with the information/assets required for integration (e.g., practice logo, contact methods, FAQs), tests the embedding in its website environment, and designates a technical contact person.
11.8 Nelly may temporarily block or deactivate the Online Reception if there are indications of legal/contractual violations, security risks, or payment arrears; legitimate interests of the practice will be taken into account.
12.1 Nelly provides the practice with an AI-powered module for creating descriptive drafts of treatment conversation documentation. The creation is based on a temporary audio recording of the treatment conversation for transcription and optional connection to the practice management system (PMS). The audio recording is used exclusively for transcription purposes and is then immediately and automatically deleted.
12.2 The practice is required to obtain the effective and explicit consent of patients and, if applicable, staff for the use of AI documentation and before audio recording. No recording will take place without consent.
12.3 The module generates drafts of the documentation. The content review, supplementation, and approval are carried out by and under the responsibility of the practice's medical staff. Only then will the data be transferred to the PMS.
12.4 The documentation drafts are created exclusively to simplify administrative processes in the practice and are not intended to support medical decisions regarding patient-specific conclusions such as diagnosis, therapy, or other medical purposes. The AI documentation does not generate instructions or recommendations for the practice's medical staff from the treatment conversation.
13.1 Nelly provides the practice with an AI-powered module for generating billing suggestions based on data produced by AI documentation or other treatment records. The module generates suggestions for GOÄ, GOZ, or BEMA billing items.
13.2 The practice is obliged to review and approve all proposals generated by the AI billing system before transmitting them to the patient, insurer, billing company, or other parties.
13.3 The module generates automated billing proposals. Binding billing occurs exclusively after review and approval by the practice's medical or administrative staff.
13.4 The practice ensures that – where necessary – valid data protection consent is obtained for the data used to create the AI billing and incorporated into the billing process.
13.5 The use of AI billing is only possible in conjunction with the AI documentation module.
14.1 Nelly provides the practice with a module for the central management of treatment plans and for digital patient communication regarding the explanation and acceptance of treatment plans via digital signature.
14.2 The module uses AI to generate a summary of a treatment plan. The summary is stored in the practice portal for the practice and also made available in the patient portal for the patient after completion of the treatment plan, to make the treatment plan comprehensibly accessible to them.
The patient receives a notification via email, SMS, or WhatsApp, which contains a link to the Nelly Intake Flow, where the summary and the treatment plan are made available for digital signature. After successful completion of the treatment agreement, it is available to the patient in the patient portal.
The summaries generated by the AI Plan Agent are based exclusively on the treatment plans created by the practice in the PVS and the practice information stored by the practice. The practice is obliged to check the AI-generated summaries for factual correctness before transmitting them to patients and, if necessary, make appropriate corrections.
14.3 Furthermore, the module offers the possibility to send automated reminders for signing the treatment plan and appointment bookings to patients via email, SMS, or WhatsApp. Neither the treatment plan nor the summary itself is sent; instead, only a notification with a link to the patient portal is transmitted.
The practice determines the frequency and content of automated reminders for signing and/or booking appointments within the module itself. The practice is obliged to send reminders only to a reasonable extent for the patient and at appropriate intervals. Nelly specifies a technical maximum limit for the frequency and number of reminders.
14.4 The responsibility for the factual correctness of the treatment plans and the AI-generated summaries and responses remains with the practice. The practice ensures that relevant content is adequately reviewed before being transmitted to patients. The medical duty to inform patients according to § 630e BGB remains unaffected and cannot be replaced by the module.
14.5 The module includes an AI-powered chatbot through which patients can ask questions about their specific treatment plan. The chatbot can be activated or deactivated by the practice at any time. The practice also has access to the conversations between the patient and the AI chatbot at all times and can take over conversations referred by the AI chatbot to the practice by providing direct answers.
To answer patient inquiries, the AI chatbot accesses the respective patient's treatment plan stored in the practice portal, as well as the practice information stored by the practice. Based on this, it answers questions about the contents of the specific treatment plan, the billing codes included therein, and organizational practice information.
The AI chatbot does not provide medical recommendations, diagnoses, treatment suggestions, or general health education. For medical questions or questions beyond the plan explanation, the AI chatbot refers the patient to the treating physician. In case of signs of acute symptoms, the AI chatbot also refers to the dental emergency service.
14.6 Notifications and reminders are transmitted to patients via external communication providers:
Notifications with a link to the patient portal and reminders are sent via these channels.
The AI chatbot operates exclusively via WhatsApp. The WhatsApp platform is operated by Meta Platforms Ireland Ltd., which, as the platform operator, processes communication metadata and acts as an independent data controller vis-à-vis the patient in this regard.
The patient uses the AI chatbot by actively engaging with it via their WhatsApp account. The responsibility of the respective platform operators towards the patient as their user remains unaffected.
15.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and entered into the platform. This applies in particular to all data that the practice transmits to Nelly for invoicing.
15.2 In case of incorrect practice content or other data, the practice shall inform Nelly immediately.
15.3 Similarly, the practice shall immediately inform Nelly of any defects or malfunctions of the platform and explain the specific circumstances. Nelly will then rectify such defects within a reasonable period. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be eliminated with disproportionate effort and the usability of the platform is not significantly impaired.
16.1 Nelly provides the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, operating hours are 8:00 AM to 6:00 PM CET or CEST on all calendar days, with the exception of Saturdays, Sundays, national public holidays, and December 24th and 31st of each year.
16.2 Nelly guarantees a minimum technical availability of the platform of 95% during operating hours. Availability, expressed as a percentage, is calculated as follows:
Total number of operating minutes in a calendar month minus the total number of downtime minutes during operating hours in the same calendar month, divided by the total number of operating minutes in the same calendar month.
16.3 Service interruptions will be resolved by Nelly within one week at the latest.
16.4 Nelly informs the practice that limitations or impairments of the platform may arise that are beyond Nelly's control. These include, in particular, actions by third parties not acting on behalf of Nelly, technical conditions of the internet beyond Nelly's influence, and force majeure. The hardware, software, and technical infrastructure used by the practice can also affect Nelly's services. Insofar as such circumstances affect the availability or functionality of the services provided by Nelly, this shall not impact the conformity of the services rendered with the contract and shall not be taken into account for the guaranteed minimum availability of the platform.
17.1 Unless otherwise specified in the offer, the term of the user agreement is initially six months from the conclusion of the contract. Thereafter, and each subsequent time, the user agreement shall be extended by another twelve months, unless terminated in due time with one month's notice before the end of the respective term.
17.2 The right of both parties to terminate without notice for good cause remains unaffected. A good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this.
17.3 Terminations must be in text form.
18.1 The remuneration to be paid by the practice is specified in the offer. The prices presented in the offer are based on the agreed number of doctors per practice location. If a practice has multiple locations, each location will be billed according to the agreed number of doctors for that specific location. Any increase or decrease in the agreed number of doctors or locations requires a separate agreement. If the practice uses Nelly's services at an unagreed location, the remuneration agreed in the offer for that location shall apply accordingly.
18.2 All remunerations mentioned in the offer or in these Terms of Use are subject to statutory value-added tax.
18.3 Unless expressly agreed otherwise in the offer, remuneration is due for payment within fourteen days of invoicing by Nelly.
18.4 If the practice delays payment of due remuneration by more than four weeks, Nelly is entitled, after prior warning with a deadline and expiry of that deadline, to block access to the platform. Nelly's claim to remuneration remains unaffected by the blocking. Access to the platform will be reactivated immediately upon settlement of outstanding amounts. The right to block access also exists as a less severe measure even if Nelly has a right to extraordinary termination.
18.5 Nelly's claim to remuneration arises on the day after the practice has been instructed in the agreed services and is independent of whether the practice actually uses or avails itself of the agreed services.
18.6 Remuneration for individual modules, particularly payment processing and POS terminals, may be collected in whole or in part by the payment processor or Nelly by retaining the corresponding amount from a transaction processed via the respective modules.
19.1 Nelly grants the practice a non-exclusive, non-transferable, and non-sublicensable right to use the platform for the purpose specified in the user agreement and with the number of users defined in the offer, for the duration of the user agreement.
19.2 The practice grants Nelly the necessary, royalty-free, non-exclusive, non-sublicensable, and non-transferable rights of use to all practice content for the intended use of the platform (especially for providing the functions specified in the offer), including, where necessary, the right to reproduce, adapt, make available online, transmit, and display, as well as database and archiving rights.
19.3 Nelly reserves the right to aggregate non-personal data of the practice and its users and to use it in this form for the purpose of needs-based design, further development, and optimization of the platform, as well as for providing the services owed under the contract.
19.4 The patient information forms provided in the Patient Information Module are protected by copyright. Furthermore, rights to the provided patient information forms for types of use unknown at the time of contract conclusion are also protected. Any reproduction, alteration, or adaptation (even in extracts) by mechanical, digital, or other means is prohibited. Furthermore, the publication and distribution in digital or analog form on image, data, and sound carriers of all kinds, and the reproduction and distribution thereof, are also prohibited. Reading data from the platform using technical aids or storing content in database systems is not permitted.
20.1 In the Patient Information Module, Nelly offers the practice patient information forms for doctors in the form of IT-supported solutions (software). These serve merely as accompanying support for the individual patient consultation, which must in any case be conducted by the person obliged to provide information and must comply with legal requirements, particularly § 630e BGB; they cannot replace this consultation.
20.2 Nelly undertakes to review or have reviewed the provided patient information forms for their professional and factual accuracy once a year and, if required by the review, to provide the contractual partner with new or updated versions of the patient information forms.
20.3 The responsibility for complete, accurate patient information that complies with legal requirements, particularly § 630e BGB, remains solely with the legally obliged person to provide information, even when using the patient information forms. There is no full or partial transfer of these duties to Nelly. The practice and the person obliged to provide information are advised that the legal content and scope of a doctor's duty to inform are subject to constant change, particularly due to legal and professional requirements for the duty to inform, and new professional insights that may necessitate extended information (e.g., regarding newly identified treatment risks and new treatment methods).
20.4 The frequency indications used in the patient information forms, such as "frequent," "rare," etc., for the complications/risks mentioned therein, represent only a general assessment by the authors of the patient information forms at the time of their creation, referring to a medical procedure performed lege artis (according to the rules of the art). Among other things, they do not correspond to the statistical data on drug side effects found in package inserts. When providing frequency information, the doctor must always consider the patient's individual characteristics during the consultation.
20.5 Nelly's patient information forms are intended for exclusive use within the Federal Republic of Germany.
20.6 The right to use the patient information forms provided by Nelly expires after the usage period indicated on them, but no later than upon termination of the agreement between Nelly and the practice regarding their use. Upon expiration of the usage rights, the practice undertakes to delete or destroy all physical or digital copies of the sample patient information forms in its possession.
21.1 Insofar as Nelly provides the practice with access to websites, APIs, databases, or other third-party infrastructures, Nelly is not responsible for their availability nor for the content obtained through them (especially the content or quality of data). Nelly's liability for any damages incurred by the practice arising therefrom is therefore excluded, to the extent permitted by law.
21.2 Nelly is liable for damages insofar as they were caused by Nelly intentionally or with gross negligence, or result from Nelly's breach of obligations whose fulfillment is essential for the proper execution of this contract and on whose observance the practice may rely (so-called essential contractual obligations). Except in cases of intent or gross negligence, Nelly's liability for essential contractual obligations is limited in amount to the damages typically foreseeable at the time of contract conclusion.
21.3 Otherwise, Nelly's liability is excluded regardless of its legal basis, unless Nelly is mandatorily liable by law, particularly due to injury to life, body, or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees by Nelly are generally only made in writing and designated as such.
21.4 The limitations of liability in the preceding paragraphs also apply to claims against Nelly's legal representatives, executive employees, staff, agents, and other vicarious agents.
22.1 The parties undertake to treat all confidential information of the respective other party, whether technical, commercial, or organizational in nature, that becomes known to them during the execution of the usage agreement, as confidential and to use it only for contractually agreed purposes. The obligation of confidentiality does not apply to persons who are authorized to receive such information and are legally or contractually bound to secrecy, or if the other party has consented to the disclosure.
22.2 Confidential information within the meaning of this provision includes practice content, documents, details, data, and information that are designated as confidential or are to be regarded as confidential by their nature. The term confidential information does not include information that (i) is or becomes public domain or generally accessible (unless due to a breach of this agreement by the receiving party or one of its representatives); (ii) was already lawfully in the possession of the receiving party without an obligation of confidentiality before it received it from the disclosing party; or (iii) was received from a third party authorized to disclose such information without restriction.
22.3 If a party is obliged to make confidential information of the other party, as defined above, accessible to a public authority, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is disclosed to the public authority.
22.4 The rights and obligations under this Section 15 are not affected by the termination of this contract.
23.1 Nelly is aware of and respects the special need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
23.2 The practice is responsible for obtaining the necessary consent declarations from the users of the platform and their patients for the processing of personal data via the platform.
23.3 Nelly implements technical and organizational measures to protect data against unauthorized access and for daily data backup. Details can be found in the agreement on commissioned data processing in Annex 1.
23.4 Upon termination of the usage agreement, Nelly will, at the practice's discretion, delete all personal data or hand it over to the practice and irrevocably delete any existing copies of the data.
24.1 The assignment of the Practice's rights and obligations under this contract is only permissible with Nelly's prior written consent.
24.2 Nelly is entitled to engage third parties to fulfill the obligations under this contract.
24.1 Nelly is entitled to unilaterally adjust the prices agreed for the services during the contract term, insofar as essential cost factors increase or decrease.
25.2 Any adjustment will be communicated to the contractual partner in text form at least 8 weeks before its effective date, showing the prices applicable from that date.
25.3 If the adjustment exceeds an increase of 10% of the last agreed price within 12 months, the Practice is entitled to terminate the contract within 2 weeks of receiving the notification, effective from the date the adjustment comes into force.
25.4 If the Practice does not terminate the contract, the amended prices shall be deemed agreed.
26.1 The provisions of the User Agreement supersede all oral or written agreements between the parties. Amendments or additions to the User Agreement – including this text form clause – and its appendices require text form to be effective. The precedence of individual contractual agreements (§ 305b BGB) remains unaffected.
26.2 The User Agreement shall be exclusively governed by and construed in accordance with the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.
26.3 For all claims arising from or in connection with the User Agreement, Berlin is agreed as the exclusive place of jurisdiction, to the extent legally permissible.
26.4 Should any provision of this contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this contract shall remain unaffected. In place of the invalid or unenforceable provision, a regulation shall be deemed agreed which, to the extent legally permissible, economically comes closest in terms of place, time, scope, and area of application to what was intended according to the original meaning and purpose of the invalid or unenforceable provision. This applies accordingly in the event of unintended gaps in this contract. This severability clause is not merely a reversal of the burden of proof, but rather entirely displaces § 139 BGB.
The following Terms of Use for Nelly Solutions apply to contracts concluded on or after March 13, 2026. The Terms of Use for contracts concluded before March 13, 2026 can be found further down this page.
(hereinafter "Terms of Use")
1.1 These are the Terms of Use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and users who, at the time of entering into the contract, are legal entities under public law or entrepreneurs within the meaning of § 14 BGB (hereinafter "Practices"), who wish to use the Nelly Solutions Software (hereinafter "Platform") and who conclude a corresponding user agreement with Nelly (hereinafter "User Agreement"). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. The term "entrepreneur" under these Terms of Use expressly includes established physicians acting in the exercise of their freelance professional activity.
1.2 Deviating, conflicting, or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement for consent also applies even if Nelly commences performance of services with knowledge of a Practice's General Terms and Conditions.
2.1 Nelly offers the Platform as a cloud-based Software-as-a-Service solution for Practices. Through the Platform, Practices can, as described in detail in Section 4,
2.2 With the exception of the Informed Consent Forms Module, Nelly itself does not provide Practices with any documents, data, or other content, but rather offers a software solution for organizing and processing practice-specific content that can be uploaded to the Platform by practice employees (hereinafter "Users") (hereinafter "Practice Content").
2.3 Statements by Nelly employees or third parties, as well as advertising claims, shall only constitute a description of the quality of the services owed if Nelly has confirmed this in text form. Information regarding the quality of the contractual service shall only constitute a guarantee if expressly designated as such.
2.4 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations, as well as on the basis of the data processing agreement concluded with the Practice.
3.1 Nelly submits an offer to the practice for the use of the platform (hereinafter referred to as the "Offer"). The Offer specifically defines the agreed-upon modules and the remuneration to be paid by the practice and is valid without Nelly's signature.
3.2 The Offer may group various Nelly services into service levels such as "Starter", "Standard", and "Premium", or define individual Nelly services. Unless otherwise stated in the Offer, the service levels include the "Anamnesis" and "Variable Documents" modules, as per Section 4 of these Terms of Use, to the extent specified in the Offer. The service levels may include additional modules or sub-services of other modules.
3.3 The paid user agreement between Nelly and the practice is concluded when Nelly receives the Offer signed by the practice. Unless otherwise stipulated in the Offer, Nelly is bound by the Offer for a period of four weeks only.
3.4 In the event of discrepancies, the agreements between the parties in the Offer shall take precedence over these Terms of Use.
4.1 Nelly provides the practice with access to the patient and practice portal (https://app.gonelly.de), including the modules selected in the Offer, under the conditions presented in the Offer.
4.2 Unless the parties make a different arrangement in the user agreement, the aforementioned modules include the following functions:
(a) Anamnesis Module:
(b) Variable Documents Module:
(c) Payment Processing Module on behalf of the Practice:
(d) Invoice Dispatch Module:
(e) Informed Consent Forms Module
Provision of digital informed consent forms to support the medical patient education discussion regarding agreed-upon specialties
(f) Patient Review Module 5/5
(g) POS Terminal Module
(h) Online Reception Module
Embedding an application on the practice website that enables patient inquiries for appointment booking, document sending, or other requests.
(i) AI Documentation Module
Creation of descriptive suggestions for documenting patient consultations for administrative purposes.
(j) AI Billing Module
Creation of suggestions for billing patient treatments.
(k) Partner Offers Module
Nelly is entitled to display promotional notices for additional services from companies affiliated with Nelly within the digital patient intake process.
These promotional notices are provided solely under the economic and data protection responsibility of Nelly or the offering company.
The promotional notices are marked as such, and it is explicitly stated that these notices have no substantive connection to the medical treatment provided by the practice.
The practice is neither a provider nor an intermediary of the additional services and assumes no responsibility for them. The practice receives no financial participation in these additional services.
4.3 In modules, users can partially upload or create their own practice content on the platform and complete it using data and signatures of patients transmitted and/or collected by Nelly in accordance with sections 5, 6 or 7. Subsequently, users can manage and archive the documents via the platform.
4.4 Nelly is not obligated to provide any further services. In particular, Nelly is not obliged to check whether the practice's intended use of the practice content for its own purposes is lawful.
4.5 Nelly is entitled to change and adapt the content of its services, particularly the platform, as part of technological, user interface-related, or content-related developments, provided that the agreed functionalities are not restricted or impaired thereby.
4.6 Due to necessary maintenance work and improvements, the platform, individual modules, or individual functions may be temporarily unavailable. Nelly will take into account the legitimate interests of the practice, particularly by providing timely advance notice. The right to use the platform exists only according to the current state of technology and the availability mentioned in section 11.
5.1 Access to the platform is via an internet browser. The practice is responsible for ensuring adequate internet connectivity. The practice is responsible for complying with the system requirements necessary for using the platform, particularly with regard to an up-to-date operating system and browser.
5.2 The number of authorized users within the practice can be specified in the offer. The practice may only grant access to the platform to persons employed by the practice, including temporary staff. The practice must keep the access data provided to it confidential and ensure that any employees to whom access data is provided also do so.
5.3 If the practice wishes to grant access to the platform to persons outside its organization (hereinafter "external users"), it must first obtain Nelly's express consent in text form. Consent for external users named in the offer is deemed granted. External users can use the platform's functions in the same way as internal practice users. They are considered auxiliary persons of the practice within the meaning of § 278 BGB. The practice shall indemnify Nelly against all third-party claims asserted against Nelly by such third parties due to breaches of contractual or legal obligations in connection with the execution of this user agreement, provided that external users are responsible for these breaches.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice is violating legal regulations or its obligations under this agreement, or is in default of payment of a fee. When deciding on a block, Nelly will take into account the legitimate interests of the practice, particularly whether there are indications that the practice is not at fault for the violation. In this case, the practice remains obligated to pay the agreed remuneration. Nelly will lift the block as soon as the violation or payment default has ceased.
6.1 Users can upload practice content (this includes, in particular, practice documents, practice data, and patient data) to the platform and use and edit it on the platform.
6.2 For the purposes of contract execution, the practice grants Nelly the right to use, reproduce, or modify the practice content uploaded by the practice, insofar as this is necessary for the provision of the services owed under this agreement.
6.3 The practice is solely responsible for all practice content used and processed by it or its authorized users, as well as for any necessary legal positions required for this. Nelly generally does not take notice of uploaded practice content and fundamentally does not check the content used.
6.4 The practice undertakes not to upload any content or data that is criminal or otherwise unlawful, either absolutely or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the platform.
6.5 In this context, the practice undertakes to indemnify Nelly against any liability and all costs, including possible and actual costs of legal proceedings, should Nelly be held liable by third parties as a result of alleged actions or omissions by the practice. Nelly will inform the practice of such claims and, where legally possible, give it the opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully provide Nelly with all available information regarding the facts that are the subject of the claim.
7.1 The practice has the option, via a platform function, to obtain its patients' signatures on certain documents as digital signatures. In this case, Nelly will contact the respective patient directly on behalf of the practice. Contact is made using the patient's contact details provided by the practice or by the patient themselves. The practice guarantees that Nelly's contact and Nelly's contractually compliant collection of signatures do not infringe any third-party rights. This applies in particular to data protection regulations.
7.2 Nelly guarantees that, if required, Nelly can provide the practice with user data related to digital signatures obtained by Nelly based on the user agreement, with the help of which it can be clearly determined which person created the respective digital signature. Should it not be possible to identify the person, Nelly will compensate the practice for any damage incurred as a result. Excluded from this are signatures created based on phone numbers that do not originate from the EU or the United States.
7.3 The practice acknowledges and accepts that digital signatures obtained by Nelly via the platform comply with the text form pursuant to § 126b BGB. A qualified electronic signature within the meaning of § 126a para. 1 BGB is not offered. Certain documents may be subject to special legal or contractual form requirements. Nelly is not obliged to check whether a specific document can be lawfully signed electronically, i.e., in particular, whether the document is subject to a legal or contractual form requirement that precludes digital signatures via Nelly's platform. Insofar as Nelly provides information on digital signatures, this serves general informational purposes only and does not constitute legal advice.
7.4 The practice is solely responsible for verifying the validity and legality of the digital signature for its own purposes, particularly with regard to compliance with the laws and professional regulations applicable to it.
8.1 If stipulated in the offer, Nelly will provide the practice with tablets for the duration of the contract, on which patients of the practice who do not have a smartphone can complete patient registration. For this, the practice pays the rental fee specified in the offer.
8.2 Provided tablets are generally to be used at the practice's location. Use of the tablets at another location requires Nelly's prior written consent. Nelly will not withhold consent if there are no reasonable grounds to do so.
8.3 It is the practice's responsibility to provide the necessary prerequisites for the installation and operation of the tablets at its own expense.
8.4 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract term.
8.5 If the practice determines that a tablet is not functioning properly, the practice is obliged to inform Nelly immediately in text form. Upon Nelly's request, the practice is also obliged to return a tablet to Nelly at Nelly's expense in such a case.
8.6 In the event of damage or functional impairment of the tablet, Nelly is entitled to charge a flat-rate compensation of EUR 30. Nelly reserves the right to claim further damages; the practice is free to prove no damage or lesser damage.
9.1 As part of the Payment Processing module, Nelly enables the billing and payment processing of treatments performed for private patients and self-paying patients. To collect payment data, Nelly contacts the respective patient directly via the platform on behalf of the practice. Contact is made using the patient's contact details provided by the practice or by the patient themselves.
9.2 Invoicing is carried out in one of the following ways, as specified in the offer:
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and under the individual instruction of the practice, or
(c) by Nelly on behalf of and under the instruction of the practice via an interface that automatically transmits billing data to Nelly regularly.
In all cases, Nelly generates the invoices using a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Adyen N.V. German Branch Jägerstraße 27 10117 Berlin ("Adyen"). All services related to payment processing are performed on behalf of the practice. A prerequisite for carrying out payment processing is that the practice concludes an account agreement with Adyen, as specified in the offer. Payment processing by the payment service provider is carried out, as agreed with the practice, either by
a) a payment order from the patient via the platform using one of the available payment methods,
b) debiting by the practice via the platform using pre-authorized payment methods of the patient, or
c) payment by the patient at the practice using a provided card reader (Section 10).
9.4 The patient pays the invoice amount directly to Adyen. For this purpose, the patient has access to the payment methods specified in the offer. Adyen forwards the received payment amount, minus the billing fees specified in the offer, to the practice. Nelly never has access to the invoice amount paid by the patient.
9.5 Nelly provides the practice with a portal on the platform for managing and monitoring the services offered by Adyen. Through the portal, the practice has access to received payments, bank disbursements made, and due usage fees.
9.6 Through its platform integration, Nelly offers the possibility of using Adyen's services, but does not itself become a party to the contractual relationship between Adyen and the practice, nor does it assume any responsibility for the provision of payment services. Consequently, Nelly cannot assume responsibility for the availability and functionality of the services offered by Adyen.
9.7 The practice undertakes to indemnify Nelly against any liability and costs, including fines and potential and actual costs of legal proceedings, asserted in connection with the practice's use of Adyen's services, unless Nelly is at fault. Nelly will inform the practice of any claim made and, where legally possible, provide it with an opportunity to defend against the asserted claim. Concurrently, the practice will immediately provide Nelly with all available information regarding the matter that is the subject of the claim.
10.1 If agreed in the offer, Nelly will provide the practice with one or more Point of Sale (POS) terminals for the duration of the contract to enable on-site payments for patients. For this, the practice will pay the rental fee specified in the offer.
10.2 The use of the POS terminal requires the conclusion of an account agreement between the practice and the payment service provider Adyen (Section 9.3). In this regard, the respective terms and conditions of Adyen, as agreed between the practice and Adyen, apply to the use of the POS terminal.
10.3 Furthermore, Section 8 of these Terms of Use applies accordingly to the provision of the POS terminal by Nelly to the practice.
11.1 Nelly provides the practice with an embeddable website widget ("Online Reception") through which patients can submit practice-related requests without logging in (e.g., appointment requests, secure document submission, general inquiries).
11.2 The Online Reception serves exclusively for forwarding and receiving administrative inquiries for the benefit of the practice. Nelly cannot provide medical advice to patients.
11.3 It is the practice's responsibility to establish the technical prerequisites required for embedding the Online Reception on the practice's website. Nelly is not obligated to create, adapt, or revise the practice's website beyond the technical embedding.
11.4 The practice ensures that its legal notice and privacy policy cover the use of the Online Reception and that – where necessary – patient consents are obtained (especially for health data in free text fields). Nelly provides standard texts for this purpose upon request.
11.5 The availability of the Online Reception depends on the availability of the practice's website.
11.6 Nelly may adapt the UI and technical details of the widget as part of further developments, without restricting the agreed functionalities.
11.7 The practice provides Nelly with the information/assets required for integration (e.g., practice logo, contact methods, FAQs), tests the embedding in its website environment, and designates a technical contact person.
11.8 Nelly may temporarily block or deactivate the Online Reception if there are indications of legal/contractual violations, security risks, or payment default; the legitimate interests of the practice will be taken into account.
12.1 Nelly provides the practice with an AI-supported module for creating descriptive drafts of treatment conversation documentation. This is based on a temporary audio recording of the treatment conversation for transcription and optional connection to the practice management system (PMS). The audio recording is used exclusively for transcription purposes and is then immediately and automatically deleted.
12.2. The practice is obliged to obtain the effective and explicit consent of patients and, if applicable, staff before using the AI documentation and before audio recording. No recording will be made without consent.
12.3 The module generates drafts of the documentation. The content review, supplementation, and approval are carried out by and under the responsibility of the practice's medical staff. Only after this will the data be transferred to the PMS.
12.4 The documentation drafts are created exclusively to simplify administrative processes in the practice and are not intended to support medical decisions regarding patient-specific conclusions such as diagnosis, therapy, or other medical purposes. The AI documentation does not generate instructions or recommendations for the practice's medical staff from the treatment conversation.
13.1. Nelly provides the practice with an AI-powered module for generating billing proposals based on data produced by AI documentation or other treatment records. The module generates proposals for GOÄ, GOZ, or BEMA billing items.
13.2 The practice is obliged to review and approve all proposals generated by the AI billing system before submission to the patient, cost bearer, billing company, or other parties.
13.3 The module creates automated billing proposals. Binding billing only occurs after review and approval by the practice's medical or administrative staff.
13.4 The practice ensures that – where necessary – valid data protection consent is obtained for the data used to create the AI billing and processed in the billing procedure.
13.5 The use of AI billing is only possible in conjunction with the AI documentation module.
14.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and entered into the platform. This applies in particular to all data that the practice transmits to Nelly for invoicing.
14.2 In case of incorrectness of the practice content or other data, the practice shall inform Nelly immediately.
14.3 Similarly, the practice shall immediately inform Nelly of any defects and malfunctions of the platform and explain the specific circumstances. Nelly will then rectify defects within a reasonable period. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be eliminated with disproportionate effort and the usability of the platform is not significantly impaired.
15.1 Nelly provides the services specified in the offer during the agreed operating hours. Unless otherwise expressly agreed in the offer, the operating hours are 8:00 AM to 6:00 PM CET or CEST on all calendar days, with the exception of Saturdays, Sundays, nationwide public holidays, and with the exception of December 24th and 31st of each year.
15.2 Nelly guarantees a minimum technical availability of the platform of 95% during operating hours. Availability, expressed as a percentage, is calculated as follows:
Total number of operating minutes in a calendar month minus the total number of downtime minutes during operating hours in the same calendar month divided by the total number of operating minutes in the same calendar month.
15.3 Service interruptions will be resolved by Nelly within one week at the latest.
15.4 Nelly informs the practice that limitations or impairments of the platform may arise that are beyond Nelly's control. These include, in particular, actions by third parties not acting on behalf of Nelly, technical conditions of the internet beyond Nelly's influence, and force majeure. The hardware, software, and technical infrastructure used by the practice can also influence Nelly's services. Insofar as such circumstances affect the availability or functionality of the services provided by Nelly, this shall not impact the conformity of the services rendered with the contract and shall not be taken into account for the guaranteed minimum availability of the platform.
16.1 Unless otherwise specified in the offer, the term of the usage agreement is initially six months after the conclusion of the contract. The usage agreement shall thereafter and each subsequent time be extended by a further twelve months, unless it is terminated in due time with a notice period of one month before the end of the respective term.
16.2 The right of both parties to extraordinary termination for good cause remains unaffected. A good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this.
16.3 Terminations must be in text form.
17.1 The fees payable by the practice are specified in the offer. The prices presented in the offer are based on the agreed number of doctors per practice location. If a practice has multiple locations, each location will be billed according to the agreed number of doctors for that specific location. Any increase or decrease in the agreed number of doctors or locations requires a separate agreement. If the practice uses Nelly's services at an unagreed location, the fees agreed upon in the offer for that location shall apply accordingly.
17.2 All fees mentioned in the offer or in these Terms of Use are subject to statutory value-added tax.
17.3 Unless expressly agreed otherwise in the offer, payment of fees is due within fourteen days of invoicing by Nelly.
17.4 If the practice delays payment of due fees by more than four weeks, Nelly is entitled to block access to the platform after prior reminder with a deadline and expiry of that deadline. Nelly's claim to remuneration remains unaffected by the blocking. Access to the platform will be reactivated immediately upon settlement of outstanding amounts. The right to block access also exists as a less severe measure even if Nelly has a right to extraordinary termination.
17.5 Nelly's claim to fees arises on the day after the practice has been instructed in the agreed services and is independent of whether the practice actually uses or takes advantage of the agreed services.
17.6 Fees for individual modules, particularly payment processing and POS terminals, may be settled in whole or in part by the payment processor or Nelly withholding the corresponding amount from a transaction processed via the respective modules.
18.1 Nelly grants the practice a non-exclusive, non-transferable, and non-sublicensable right to use the platform for the purpose specified in the user agreement and with the number of users defined in the offer, for the duration of the user agreement.
18.2 The practice grants Nelly the necessary, royalty-free, non-exclusive, non-sublicensable, and non-transferable rights of use to all practice content for the intended use of the platform (especially for providing the functions specified in the offer), including, where necessary, the right to reproduce, adapt, make available online, transmit, and display, as well as database and archiving rights.
18.3 Nelly reserves the right to aggregate non-personal data of the practice and its users and to use it in this form for the purpose of needs-based design, further development, and optimization of the platform, as well as for providing the services owed under the contract.
18.4 The patient information forms provided in the Patient Education module are protected by copyright. Furthermore, rights to the provided patient information forms are protected for types of use unknown at the time of contract conclusion. Any reproduction, alteration, or adaptation (even in extracts) by mechanical, digital, or other means is prohibited. Also prohibited are the publication and distribution in digital or analog form on image, data, and sound carriers of all kinds, and the reproduction and distribution of these carriers themselves. Extracting data from the platform using technical tools or storing the content in database systems is not permitted.
19.1 In the Patient Education module, Nelly offers the practice patient information forms for doctors in the form of IT-supported solutions (software). These serve merely as accompanying support for the individual patient consultation, which must in any case be conducted by the person obliged to provide information and must comply with legal requirements, particularly § 630e BGB; they cannot replace it.
19.2 Nelly undertakes to review or have reviewed the provided patient information forms once a year for their professional and factual accuracy and, if required by the review, to provide the contractual partner with new or updated versions of the patient information forms.
19.3 The responsibility for complete, accurate patient education that complies with legal requirements, particularly § 630e BGB, remains solely with the legally obliged person to provide information, even when using the patient information forms. No full or partial transfer of these duties to Nelly takes place. The practice and the person obliged to provide information are advised that the legal content and scope of the medical duty to inform are subject to constant change, particularly due to legal and professional requirements for the duty to inform, and new professional findings that may require extended information (e.g., regarding new or newly recognized treatment risks and new treatment methods).
19.4 The frequency indications used in the patient information forms, such as "frequent," "rare," etc., for the complications/risks mentioned therein, reflect only a general assessment by the authors of the patient information forms at the time of their creation, referring to a medical procedure performed lege artis (according to the rules of the art). Among other things, they do not correspond to the statistical data on side effects of medicines in package inserts. When providing frequency information, the doctor must always consider the individual characteristics of the patient during the consultation.
19.5 Nelly's patient information forms are intended for exclusive use in the Federal Republic of Germany.
19.6. The right to use the patient information forms provided by Nelly expires after the usage period indicated on them, but no later than upon termination of the contract between Nelly and the practice for their use. After the expiration of the usage rights, the practice undertakes to delete or destroy all physical or digital copies of the sample patient information forms in its possession.
20.1 To the extent that Nelly provides the practice with access to websites, APIs, databases, or other third-party infrastructures, Nelly is not responsible for their availability or for the content obtained through them (especially the content or quality of data). Nelly's liability for any damages incurred by the practice as a result is therefore excluded, to the extent permitted by law.
20.2 Nelly is liable for damages insofar as they were caused by Nelly intentionally or with gross negligence, or result from Nelly's breach of obligations whose fulfillment is essential for the proper execution of this contract and on whose observance the practice may rely (so-called essential contractual obligations). Except in cases of intent or gross negligence, Nelly's liability for essential contractual obligations is limited in amount to the damages typically foreseeable at the time of contract conclusion.
20.3 Otherwise, Nelly's liability is excluded regardless of its legal basis, unless Nelly is mandatorily liable by law, particularly due to injury to life, body, or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees by Nelly are generally only made in writing and designated as such.
20.4 The limitations of liability in the preceding paragraphs also apply to claims against Nelly's legal representatives, executive employees, staff, agents, and other vicarious agents.
21.1 The parties undertake to treat all confidential information of the respective other party, whether technical, commercial, or organizational in nature, which becomes known to them during the execution of the user agreement, as confidential and to use it only for contractually agreed purposes. The obligation of confidentiality does not apply to persons who are authorized to receive such information and are legally or contractually bound to secrecy, or if the other party has consented to the disclosure.
21.2 Confidential information within the meaning of this provision includes practice content, documents, details, data, and information that are designated as confidential or are to be considered confidential by their nature. The term confidential information does not include information that (i) is or becomes public domain or generally accessible (unless due to a breach of this agreement by the receiving party or one of its representatives); (ii) was already lawfully in the possession of the receiving party without an obligation of confidentiality before it was received from the disclosing party; or (iii) was received from a third party who is authorized to disclose such information without restriction.
21.3 If a party is obliged to make confidential information of the other party, as defined above, accessible to a public authority, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is disclosed to the public authority.
21.4 The rights and obligations under this Section 15 are not affected by the termination of this contract.
22.1 Nelly is aware of and respects the special need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations. The data processing agreement in Annex 1 applies to the protection of personal data.
22.2 The practice is responsible for obtaining the necessary consent from the platform users and their patients for the processing of personal data via the platform.
22.3 Nelly implements technical and organizational measures to protect data against unauthorized access and for daily data backup. Details are set out in the data processing agreement in Annex 1.
22.4 Upon termination of the user agreement, Nelly will, at the practice's discretion, either delete all personal data or return it to the practice and irrevocably delete any existing copies of the data.
23.1 The assignment of the practice's rights and obligations under this contract is only permissible with Nelly's prior written consent.
23.2 Nelly is entitled to engage third parties to fulfill its obligations under this contract.
24.1 Nelly is entitled to unilaterally adjust the agreed prices for the services during the contract term, provided that essential cost factors increase or decrease.
24.2 Any adjustment will be communicated to the contractual partner in text form at least 8 weeks before it takes effect, detailing the prices applicable from the effective date.
24.3 If the adjustment exceeds a 10% increase of the last agreed price within 12 months, the practice is entitled to terminate the contract within 2 weeks of receiving the notification, effective from the date the adjustment comes into force.
24.4 If the practice does not terminate the contract, the amended prices shall be deemed agreed.
25.1 The provisions of the Usage Agreement supersede all oral or written agreements between the parties. Amendments or additions to the Usage Agreement – including this written form clause – and its appendices require written form to be effective. The precedence of individual contractual agreements (§ 305b BGB) remains unaffected.
25.2 The Usage Agreement shall be governed exclusively by the laws of the Federal Republic of Germany in its application and interpretation. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.
25.3 For all claims arising from or in connection with the Usage Agreement, Berlin is agreed as the exclusive place of jurisdiction, to the extent permitted by law.
25.4 Should any provision of this Agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this Agreement shall remain unaffected. In place of the invalid or unenforceable provision, a regulation shall be deemed agreed that, to the extent legally permissible, economically comes closest in terms of place, time, scope, and area of application to what was intended according to the original meaning and purpose of the invalid or unenforceable provision. This applies accordingly in the event of unintended gaps in this Agreement. This severability clause is not merely a reversal of the burden of proof, but rather supersedes § 139 BGB in its entirety.
The following Terms of Use for Nelly Solutions apply to contracts concluded on or after November 12, 2025. The Terms of Use for contracts concluded before November 12, 2025 can be found in the lower section of this page.
(hereinafter "Terms of Use")
1.1 These are the Terms of Use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and users who, at the time of entering into the contract, are legal entities under public law or entrepreneurs within the meaning of § 14 BGB (hereinafter "Practices"), who wish to use the Nelly Solutions Software (hereinafter "Platform") and who conclude a corresponding user agreement with Nelly (hereinafter "User Agreement"). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. The term "entrepreneur" under these Terms of Use expressly includes established physicians acting in the exercise of their freelance professional activity.
1.2 Deviating, conflicting, or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement for consent also applies even if Nelly commences performance of services with knowledge of a Practice's General Terms and Conditions.
2.1 Nelly offers the Platform as a cloud-based Software-as-a-Service solution for Practices. Through the Platform, Practices can, as described in detail in Section 4,
2.2 With the exception of the Informed Consent Forms Module, Nelly itself does not provide Practices with any documents, data, or other content, but rather offers a software solution for organizing and processing practice-specific content that can be uploaded to the Platform by practice employees (hereinafter "Users") (hereinafter "Practice Content").
2.3 Statements by Nelly employees or third parties, as well as advertising claims, shall only constitute a description of the quality of the services owed if Nelly has confirmed this in text form. Information regarding the quality of the contractual service shall only constitute a guarantee if expressly designated as such.
2.4 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations, as well as on the basis of the data processing agreement concluded with the Practice.
3.1 Nelly submits an offer to the practice for the use of the platform (hereinafter referred to as the "Offer"). The Offer specifically defines the agreed-upon modules and the remuneration to be paid by the practice and is valid without Nelly's signature.
3.2 The Offer may group various Nelly services into service levels such as "Starter", "Standard", and "Premium", or define individual Nelly services. Unless otherwise stated in the Offer, the service levels include the "Anamnesis" and "Variable Documents" modules, as per Section 4 of these Terms of Use, to the extent specified in the Offer. The service levels may include additional modules or sub-services of other modules.
3.3 The paid user agreement between Nelly and the practice is concluded when Nelly receives the Offer signed by the practice. Unless otherwise stipulated in the Offer, Nelly is bound by the Offer for a period of four weeks only.
3.4 In the event of discrepancies, the agreements between the parties in the Offer shall take precedence over these Terms of Use.
4.1 Nelly provides the practice with access to the patient and practice portal (https://app.gonelly.de), including the modules selected in the Offer, under the conditions presented in the Offer.
4.2 Unless the parties make a different arrangement in the user agreement, the aforementioned modules include the following functions:
(a) Anamnesis Module:
(b) Variable Documents Module:
(c) Payment Processing Module on behalf of the Practice:
(d) Invoice Dispatch Module:
(e) Patient Education Forms Module
Provision of digital informed consent forms to support medical informed consent discussions with patients regarding agreed-upon specialties
(f) Patient Review 5/5 Module
(g) POS Terminal Module
(h) Online Reception Module
Embedding an application on the practice's website that allows patients to make inquiries for appointment booking, document submission, or other requests.
(i) AI Documentation Module
Creation of descriptive suggestions for documenting patient consultations for administrative purposes.
(j) AI Billing Module
Creation of suggestions for billing patient treatments.
4.3 Within modules, users can upload or create their own practice content on the platform and complete it using data and patient signatures transmitted and/or collected by Nelly in accordance with Sections 5, 6 or 7. Users can then manage and archive these documents via the platform.
4.4 Nelly is not obligated to provide any further services. In particular, Nelly is not required to verify whether the practice's intended use of its content for its own purposes is lawful.
4.5 Nelly is entitled to modify and adapt the content of its services, particularly the platform, as part of technological, user interface, or content developments, provided that the agreed-upon functionalities are not thereby restricted or impaired.
4.6 Due to necessary maintenance and improvements, the platform, individual modules, or specific functions may be temporarily unavailable. Nelly will consider the legitimate interests of the practice, particularly by providing timely advance notice. The right to use the platform is subject to the current state of technology and the availability specified in Section 11.
5.1 Access to the platform is via an internet browser. The practice is responsible for ensuring adequate internet connectivity. The practice is responsible for complying with the system requirements necessary for using the platform, particularly regarding an up-to-date operating system and browser.
5.2 The number of authorized users within the practice can be specified in the offer. The practice may only grant platform access to individuals employed by the practice, including temporary staff. The practice must keep the access data provided to it confidential and ensure that any employees to whom access data is provided also do so.
5.3 If the practice wishes to grant access to the platform to individuals outside its organization (hereinafter "external users"), it must first obtain Nelly's express consent in text form. Consent for external users named in the offer is deemed granted. External users can use the platform's functions in the same way as internal practice users. They are considered auxiliary persons of the practice within the meaning of § 278 BGB (German Civil Code). The practice shall indemnify Nelly against all third-party claims asserted against Nelly by such third parties due to breaches of contractual or statutory obligations in connection with the performance of this user agreement, provided that external users are responsible for such breaches.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice is violating legal regulations or its obligations under this contract, or is in default of payment of a fee. When deciding on a block, Nelly will consider the legitimate interests of the practice, particularly whether there are indications that the practice is not at fault for the violation. In this case, the practice remains obligated to pay the agreed remuneration. Nelly will lift the block as soon as the violation or payment default has ceased.
6.1 Users can upload practice content (including, in particular, practice documents, practice data, and patient data) to the platform and use and edit it on the platform.
6.2 For the purpose of contract execution, the practice grants Nelly the right to use, reproduce, or modify the practice content uploaded by the practice, insofar as this is necessary for the provision of the services owed under this contract.
6.3 The practice is solely responsible for all practice content used and processed by it or its authorized users, as well as any necessary legal positions for this. Nelly generally does not take notice of uploaded practice content and does not, in principle, review the content used.
6.4 The practice undertakes not to upload any content or data that is criminal or otherwise unlawful, either absolutely or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the platform.
6.5 In this context, the practice undertakes to indemnify Nelly against any liability and all costs, including potential and actual costs of legal proceedings, should Nelly be held liable by third parties due to alleged actions or omissions of the practice. Nelly will inform the practice of any such claim and, insofar as legally possible, provide it with the opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully disclose to Nelly all available information regarding the matter that is the subject of the claim.
7.1 The practice has the option, via a platform function, to obtain digital signatures from its patients on certain documents. In this case, Nelly will contact the respective patient directly on behalf of the practice. Contact will be made using the patient's contact details provided by the practice or by the patient themselves. The practice guarantees that Nelly's contact and Nelly's contractual collection of signatures do not infringe upon any third-party rights. This applies in particular to data protection regulations.
7.2 Nelly guarantees that, if required, Nelly can provide the practice with user data related to digital signatures obtained by Nelly based on the user agreement, which can be used to uniquely identify the person who created the respective digital signature. Should identification of the person not be possible, Nelly will compensate the practice for any damage incurred by the practice as a result. Excluded from this are signatures created based on phone numbers originating from outside the EU or the United States.
7.3 The practice acknowledges and accepts that digital signatures obtained via Nelly's platform comply with the text form requirement pursuant to § 126b BGB (German Civil Code). A qualified electronic signature within the meaning of § 126a (1) BGB is not offered. Certain documents may be subject to special legal or contractual formal requirements. Nelly is not obliged to check whether a specific document can be legally signed electronically, i.e., in particular, whether the document is subject to a legal or contractual formal requirement that precludes digital signatures via Nelly's platform. Insofar as Nelly provides information on digital signatures, this is for general informational purposes only and does not constitute legal advice.
7.4 The practice is solely responsible for verifying the validity and legality of the digital signature for its own purposes, particularly with regard to compliance with applicable laws and professional regulations.
8.1 If agreed in the offer, Nelly will provide the practice with tablets for the duration of the contract, on which patients of the practice who do not have a smartphone can complete patient registration. For this, the practice pays the rental fee specified in the offer.
8.2 Provided tablets are generally to be used at the practice's location. Use of the tablets at another location requires Nelly's prior written consent. Nelly will not refuse permission if there are no reasonable grounds to do so.
8.3 The practice is responsible for providing the necessary prerequisites for the installation and operation of the tablets at its own expense.
8.4 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract term.
8.5 If the practice determines that a tablet is not functioning properly, the practice is obliged to inform Nelly immediately in text form. Upon Nelly's request, the practice is also obliged to return such a tablet to Nelly at Nelly's expense.
8.6 In the event of damage to or restricted functionality of the tablet, Nelly is entitled to charge a flat-rate compensation of EUR 30. Nelly reserves the right to claim further damages; the practice remains free to prove no damage or lesser damage.
9.1 As part of the Payment Processing module, Nelly enables the billing and payment processing of treatments rendered to private patients and self-paying patients. To collect payment data, Nelly contacts the respective patient directly via the platform on behalf of the practice. Contact is made using the patient's contact details provided by the practice or by the patient themselves.
9.2 Invoicing is carried out in one of the following ways, as specified in the offer:
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and under individual instruction from the practice, or
(c) by Nelly on behalf of and under instruction from the practice via an interface that automatically transmits billing data to Nelly regularly.
In all cases, Nelly generates the invoices using a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Adyen N.V. German Branch Jägerstraße 27 10117 Berlin ("Adyen"). All services related to payment processing are carried out on behalf of the practice. A prerequisite for carrying out payment processing is that the practice concludes an account agreement with Adyen, as specified in the offer. Payment processing by the payment service provider is carried out, by agreement with the practice, either by
a) a payment order from the patient via the platform using one of the available payment methods,
b) debiting by the practice via the platform using pre-authorised patient payment methods, or
c) payment by the patient at the practice using a provided card reader (Section 10).
9.4 The patient pays the invoice amount directly to Adyen. For this purpose, the patient has access to the payment methods specified in the offer. Adyen forwards the received payment amount, minus the billing fees specified in the offer, to the practice. Nelly never has access to the invoice amount paid by the patient.
9.5 Nelly provides the practice with a portal on the platform for managing and monitoring the services offered by Adyen. Through the portal, the practice has access to incoming payments, bank payouts made, and due usage fees.
9.6 Through the integration on the platform, Nelly offers the possibility of using Adyen's services, but does not itself become a party to the contractual relationship between Adyen and the practice and otherwise assumes no responsibility for the provision of payment services. In this respect, Nelly also cannot assume responsibility for the availability and functionality of the services offered by Adyen.
9.7 The practice undertakes to indemnify Nelly against any liability and all costs, including fines and potential and actual costs of legal proceedings asserted in connection with the practice's use of Adyen's services, unless Nelly is at fault for this. Nelly will inform the practice of any claim and, where legally possible, give it the opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully provide Nelly with all available information regarding the matter that is the subject of the claim.
10.1 If agreed in the offer, Nelly will provide the practice with one or more Point of Sale (POS) terminals for the contract duration to enable on-site payments for patients. For this, the practice pays the rental fee specified in the offer.
10.2 For the use of the POS terminal, an account agreement between the practice and the payment service provider Adyen is required (Section 9.3). In this respect, the respective terms and conditions of Adyen, agreed between the practice and Adyen, apply to the use of the POS terminal.
10.3 Otherwise, Section 8 of these Terms of Use applies accordingly to the provision of Nelly's POS terminal to the practice.
11.1 Nelly provides the practice with an embeddable website widget ("Online Reception") through which patients can submit practice-related requests without logging in (e.g., appointment requests, secure document submission, general inquiries).
11.2 The Online Reception serves exclusively for forwarding and receiving administrative inquiries for the practice. Nelly cannot provide medical advice to patients.
11.3 It is the practice's responsibility to establish the technical prerequisites required for embedding the Online Reception on the practice's website. Nelly is not obligated to create, adapt, or revise the practice's website beyond the technical embedding.
11.4 The practice ensures that its imprint and privacy policy cover the use of the Online Reception and that – where necessary – patient consents (especially for health data in free text fields) are obtained. Nelly provides standard texts for this purpose upon request.
11.5 The availability of the Online Reception depends on the availability of the practice's website.
11.6 Nelly may adapt UI and technical details of the widget as part of further developments, without restricting the agreed functionalities.
11.7 The practice provides Nelly with the information/assets required for integration (e.g., practice logo, contact methods, FAQs), tests the embedding in its website environment, and designates a technical contact person.
11.8 Nelly may temporarily block or deactivate the Online Reception if there are indications of legal/contractual violations, security risks, or payment default; legitimate interests of the practice will be taken into account.
12.1 Nelly provides the practice with an AI-powered module for creating descriptive drafts of treatment conversation documentation. The creation is based on a temporary audio recording of the treatment conversation for transcription and the optional connection to the practice management system (PMS). The audio recording is used exclusively for transcription purposes and is then immediately and automatically deleted.
12.2. The practice is required to obtain the effective and explicit consent of the patients and, if applicable, the staff for the use of AI Documentation and before the audio recording. No recording will take place without consent.
12.3 The module generates drafts of the documentation. The content review, supplementation, and approval are carried out by and under the responsibility of the practice's medical staff. Only then will the data be transferred to the PMS.
12.4 The documentation drafts are created exclusively to simplify administrative processes in the practice and are not intended to support medical decisions regarding patient-specific conclusions such as diagnosis, therapy, or other medical purposes. The AI Documentation does not generate instructions or recommendations for the practice's medical staff from the treatment conversation.
13.1. Nelly provides the practice with an AI-powered module for generating billing proposals based on data produced by AI Documentation or other treatment records. The module generates proposals for GOÄ, GOZ, or BEMA billing items.
13.2 The practice is obliged to review and approve all proposals generated by the AI Billing before submission to the patient, payer, billing company, or other parties.
13.3 The module creates automated billing proposals. Binding billing occurs only after review and approval by the practice's medical or administrative staff.
13.4 The practice ensures that – where necessary – effective data protection consent is in place regarding the data used for creating the AI billing and for its integration into the billing process.
13.5 The use of AI billing is only possible in conjunction with the AI documentation module.
14.1 The Practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and entered into the platform. This applies in particular to all data that the Practice transmits to Nelly for invoicing.
14.2 In the event of inaccurate practice content or other data, the Practice shall inform Nelly thereof without undue delay.
14.3 Likewise, the Practice shall inform Nelly without undue delay of any defects and malfunctions of the platform and explain the detailed circumstances. Nelly will then rectify such defects within a reasonable period. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be eliminated with disproportionate effort and the usability of the platform is not significantly impaired.
15.1 Nelly provides the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, operating hours are 8:00 AM to 6:00 PM CET or CEST on all calendar days, with the exception of Saturdays, Sundays, nationwide public holidays, and December 24th and 31st of each year.
15.2 Nelly guarantees a minimum technical availability of the platform of 95% during operating hours. Availability, expressed as a percentage, is calculated as follows:
Total number of operating minutes in a calendar month minus the total number of downtime minutes during operating hours in the same calendar month, divided by the total number of operating minutes in the same calendar month.
15.3 Service interruptions will be remedied by Nelly within one week at the latest.
15.4 Nelly informs the Practice that limitations or impairments of the platform may arise that are beyond Nelly's control. These include, in particular, actions of third parties not acting on behalf of Nelly, technical conditions of the internet beyond Nelly's influence, and force majeure. The hardware, software, and technical infrastructure used by the Practice can also affect Nelly's services. Insofar as such circumstances affect the availability or functionality of the service provided by Nelly, this has no effect on the conformity of the services provided with the contract and is not taken into account for the guaranteed minimum availability of the platform.
16.1 Unless otherwise specified in the offer, the initial term of the user agreement is six months from the conclusion of the contract. The user agreement will thereafter and each subsequent time be extended by another twelve months, unless terminated in due time with one month's notice before the end of the respective term.
16.2 The right of both parties to extraordinary termination for good cause remains unaffected. A good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the Practice or its users are responsible for this.
16.3 Terminations must be in text form.
17.1 The remuneration to be paid by the Practice is specified in the offer. The prices shown in the offer are based on the agreed number of doctors per practice location. If a practice has multiple locations, each location will be invoiced based on the agreed number of doctors for that location. Any increase or decrease in the agreed number of doctors or locations requires a separate agreement. If the Practice uses Nelly's services at an unagreed location, the remuneration agreed in the offer for that location shall apply accordingly.
17.2 All remunerations mentioned in the offer or in these Terms of Use are subject to statutory value-added tax.
17.3 Unless expressly agreed otherwise in the offer, remuneration is due for payment within fourteen days after invoicing by Nelly.
17.4 If the Practice delays payment of due remuneration by more than four weeks, Nelly is entitled, after prior reminder with a deadline and expiry of the deadline, to block access to the platform. Nelly's claim to remuneration remains unaffected by the blocking. Access to the platform will be reactivated immediately after settlement of the outstanding amounts. The right to block access exists as a milder measure even if Nelly has a right to extraordinary termination.
17.5 Nelly's claim to remuneration arises on the day after the practice has been onboarded regarding the agreed services and is independent of whether the practice actually uses or avails itself of the agreed services.
17.6 Remuneration for individual modules, particularly payment processing and POS terminals, may be made in whole or in part by the payment processor or Nelly withholding the corresponding amount within the scope of a transaction processed using the respective modules.
18.1 Nelly grants the practice a non-exclusive, non-transferable, and non-sublicensable right to use the platform for the purpose stipulated in the user agreement and with the number of users specified in the offer, for the duration of the usage agreement.
18.2 The practice grants Nelly the necessary, royalty-free, non-exclusive, non-sublicensable, and non-transferable usage rights to all practice content for the intended use of the platform (especially for providing the functions specified in the offer), including, where necessary, the right of reproduction, the right of adaptation, the right to make available online, transmit, and reproduce online, as well as the right to database and archive.
18.3 Nelly reserves the right to aggregate non-personal data of the practice and its users and to use it in this form for the purpose of needs-based design, further development, and optimization of the platform, as well as for providing the services owed under the contract.
18.4 The patient information forms provided in the Patient Education module are protected by copyright. Furthermore, rights to the provided patient information forms are also protected for types of use unknown at the time of contract conclusion. Any reproduction, alteration, or adaptation (even in extracts) by mechanical, digital, or other means is prohibited. Furthermore, the publication and distribution in digital or analog form on any type of image, data, or sound carrier, and the reproduction and distribution thereof, are also prohibited. The extraction of data from the platform using technical tools or the storage of content in database systems is not permitted.
19.1 In the Patient Education module, Nelly offers the practice patient information forms for doctors in the form of IT-supported solutions (software). These forms are intended solely as supplementary support for the individual patient consultation, which must always be conducted by the person responsible for providing information and must comply with legal requirements, particularly § 630e BGB; they cannot replace this consultation.
19.2 Nelly undertakes to review or have reviewed the provided patient information forms once a year for their professional and factual accuracy, and to provide the contractual partner with new or updated versions of the patient information forms, if required based on the review.
19.3 The responsibility for complete, accurate patient education that complies with legal requirements, particularly § 630e BGB, remains solely with the legally responsible person for providing information, even when using the patient information forms. There is no full or partial transfer of these duties to Nelly. The practice and the person responsible for providing information are advised that the legal content and scope of the medical duty to inform are subject to constant change, particularly due to legal and professional requirements for the duty to inform, and new professional insights that may require extended information (e.g., regarding new or newly identified treatment risks and new treatment methods).
19.4 The frequency indications used in the patient information forms, such as "frequent," "rare," etc., for the complications/risks mentioned therein, reflect only a general assessment by the authors of the patient information forms at the time of their creation, which refer to a medical procedure performed professionally. Among other things, they do not correspond to the statistical information on side effects of medicines in package inserts. When providing frequency indications, the doctor must always consider the individual characteristics of the patient during the consultation.
19.5 Nelly's patient information forms are intended for exclusive use in the Federal Republic of Germany.
19.6 The right to use the patient information forms provided by Nelly expires after the usage period indicated on them, but at the latest upon termination of the contract between Nelly and the practice regarding their use. After the expiration of the usage rights, the practice undertakes to delete or destroy all physical or digital copies of the sample patient information forms in its possession.
20.1 Insofar as Nelly provides the practice with access to websites, APIs, databases, or other third-party infrastructures, Nelly is not responsible for their availability nor for content obtained through them (especially the content or quality of data). Nelly's liability for damages incurred by the practice arising therefrom is therefore excluded, to the extent permitted by law.
20.2 Nelly is liable for damages insofar as they were caused by Nelly intentionally or through gross negligence, or result from Nelly's breach of obligations whose fulfillment is essential for the proper execution of this contract and on whose observance the practice may rely (so-called cardinal obligations). Except in cases of intent or gross negligence, Nelly's liability for cardinal obligations is limited in amount to the damages typically foreseeable at the time of contract conclusion.
20.3 Otherwise, Nelly's liability is excluded regardless of its legal basis, unless Nelly is mandatorily liable by law, particularly due to injury to life, body, or health of a person, assumption of an express guarantee, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees by Nelly are generally only made in writing and designated as such.
20.4 The limitations of liability in the preceding paragraphs also apply to claims against Nelly's legal representatives, executive employees, employees, agents, and other vicarious agents.
21.1 The parties undertake to treat as confidential all confidential information of the respective other party, whether of a technical, commercial, or organizational nature, that becomes known to them during the performance of the User Agreement, and to use it only for contractually agreed purposes. The confidentiality obligation does not apply to persons who are authorized to receive such information and are legally or contractually bound to secrecy, or if the other party has consented to the disclosure.
21.2 Confidential information within the meaning of this provision includes practice content, documents, details, data, and information that are designated as confidential or are by their nature to be considered confidential. The term confidential information does not include information that (i) is or becomes publicly available or generally accessible (unless due to a breach of this agreement by the receiving party or one of its representatives); (ii) was already lawfully in the possession of the receiving party without an obligation of confidentiality before it was received from the disclosing party; or (iii) was received from a third party who is authorized to disclose such information without restriction.
21.3 If a party is obliged to make confidential information of the other party, as defined above, accessible to a public authority, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is disclosed to the public authority.
21.4 The rights and obligations under this Section 15 are not affected by the termination of this contract.
22.1 Nelly is aware of and respects the special need for protection of patient data. Therefore, Nelly treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations. The Data Processing Agreement in Annex 1 applies to the protection of personal data.
22.2 The practice is responsible for obtaining the necessary consent declarations from the users of the platform and their patients for the processing of personal data via the platform.
22.3 Nelly implements technical and organizational measures to protect data against unauthorized access and for daily data backup. Details can be found in the Data Processing Agreement in Annex 1.
22.4 Upon termination of the User Agreement, Nelly will, at the practice's discretion, delete all personal data or return it to the practice and irrevocably delete any existing copies of the data.
23.1 The assignment of the practice's rights and obligations under this contract is only permissible with Nelly's prior written consent.
23.2 Nelly is entitled to entrust third parties with the performance of the obligations under this contract.
24.1 Nelly is entitled to unilaterally adjust the prices agreed for the services during the contract term insofar as significant cost factors increase or decrease.
24.2 Any adjustment will be communicated to the contractual partner at least 8 weeks before its effective date in text form, showing the prices applicable from the effective date.
24.3 If the adjustment exceeds an increase of 10% of the last agreed price within 12 months, the practice is entitled to terminate the contract within 2 weeks of receiving the notification, effective from the date the adjustment comes into force.
24.4 If the practice does not terminate the contract, the amended prices shall be deemed agreed.
25.1 The provisions of the User Agreement supersede all oral or written agreements between the parties. Amendments or supplements to the User Agreement – including this text form clause – and its annexes require text form to be effective. The precedence of individual contractual agreements (§ 305b German Civil Code) remains unaffected.
25.2 The User Agreement shall be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.
25.3 For all claims arising from or in connection with the user agreement, Berlin shall be the exclusive place of jurisdiction, to the extent legally permissible.
25.4 Should any provision of this agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this agreement shall remain unaffected. In place of the invalid or unenforceable provision, a provision shall be deemed agreed upon which, to the extent legally permissible, economically most closely approximates the original intent and purpose of the invalid or unenforceable provision, taking into account its location, time, scope, and area of application. This shall apply mutatis mutandis in the event of unintended gaps in this agreement. This severability clause is not merely a reversal of the burden of proof, but rather entirely supersedes § 139 BGB.
These Terms of Use for Nelly Solutions apply to contracts concluded on or after September 15, 2025. The Terms of Use for contracts entered into before September 15, 2025, can be found further down this page.
(hereinafter "Terms of Use")
1.1 These are the Terms of Use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and users who, at the time of contract conclusion, are legal entities under public law or entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (hereinafter "Practices"), who wish to use the Nelly Solutions software (hereinafter "Platform") and who enter into a corresponding user agreement with Nelly (hereinafter "User Agreement"). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity. The term "entrepreneur" under these Terms of Use expressly includes established physicians acting in the exercise of their freelance professional activity.
1.2 Deviating, conflicting, or supplementary general terms and conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement of consent also applies if Nelly commences performance of services with knowledge of a Practice's general terms and conditions.
2.1 Nelly offers the Platform as a cloud-based Software-as-a-Service solution for Practices. Through the Platform, Practices can, as described in detail in Section 4,
3.1 Nelly submits an offer to the Practice for the use of the Platform (hereinafter "Offer"). The Offer specifically defines the agreed modules and the remuneration to be paid by the Practice and is valid without Nelly's signature.
3.2 The Offer may combine various Nelly services into service levels such as "Starter", "Standard", and "Premium", or individually define Nelly's services. Unless otherwise stated in the Offer, the service levels include the "Anamnesis" and "Variable Documents" modules in accordance with Section 4 of these Terms of Use, to the extent specified in the Offer. The service levels may include additional modules or partial services of other modules.
3.3 The paid User Agreement between Nelly and the Practice is concluded when Nelly receives the Offer signed by the Practice. Unless otherwise provided in the Offer, Nelly is bound by the Offer for a period of four weeks only.
3.4 In the event of any conflict, the agreements of the parties in the offer shall prevail over these Terms of Use.
4.1 Nelly provides the practice with access to the patient and practice portal (https://app.gonelly.de), including the modules selected in the offer, under the conditions presented therein.
4.2 Unless otherwise agreed by the parties in the usage agreement, the aforementioned modules include the following functions:
(a) Anamnesis Module:
(b) Variable Documents Module:
(c) Payment Processing Module on behalf of the Practice:
(d) Invoice Dispatch Module:
(e) Module: Patient Information Sheets
Provision of digital patient information sheets to support medical consultations with patients regarding agreed-upon specialties.
(f) Module: Patient Review 5/5
(g) Module: POS Terminal
4.3 Within modules, users can partially upload or create their own practice content on the platform and complete it using data and/or patient signatures transmitted by or collected by Nelly in accordance with Sections 5, 6, or 7. Users can then manage and archive these documents via the platform.
4.4 Nelly is not obligated to provide any further services. In particular, Nelly is not obliged to verify whether the practice's intended use of the practice content for its own purposes is lawful.
4.5 Nelly is entitled to change and adapt the content of its services, particularly the platform, as part of technological, user interface-related, or content-related developments, provided that the agreed functionalities are not restricted or impaired thereby.
4.6 Due to necessary maintenance work and improvements, the platform, individual modules, or individual functions may be temporarily unavailable. Nelly will take into account the legitimate interests of the practice, particularly by providing timely advance notice. The right to use the platform exists only according to the current state of technology and the availability specified in Section 11.
5.1 Access to the platform is via an internet browser. The practice is responsible for ensuring adequate internet connectivity. The practice is responsible for complying with the system requirements necessary for using the platform, particularly regarding an up-to-date operating system and browser.
5.2 The number of authorized users within the practice can be specified in the offer. The practice may only grant platform access to individuals employed by the practice, including temporary staff. The practice must keep the access data provided to it confidential and ensure that any employees to whom access data is provided also do so.
5.3 If the practice wishes to grant access to the platform to individuals outside its organization (hereinafter "external users"), it must first obtain Nelly's express written consent. Consent for external users named in the offer is deemed granted. External users can use the platform's functions in the same way as internal practice users. They are considered vicarious agents of the practice within the meaning of § 278 BGB (German Civil Code). The practice shall indemnify Nelly against all third-party claims asserted against Nelly by such third parties due to breaches of contractual or legal obligations in connection with the execution of this user agreement, provided that external users are responsible for these breaches.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice is violating legal regulations or its obligations under this contract, or is in default of payment of a fee. When deciding on a block, Nelly will take into account the legitimate interests of the practice, particularly whether there are indications that the practice is not at fault for the violation. In this case, the practice remains obligated to pay the agreed remuneration. Nelly will lift the block as soon as the violation or payment default has ceased.
6.1 Users can upload practice content (including, in particular, practice documents, practice data, and patient data) to the platform and use and edit it there.
6.2 For the purposes of contract execution, the practice grants Nelly the right to use, reproduce, or modify the practice content uploaded by the practice, insofar as this is necessary for the provision of the services owed under this contract.
6.3 The practice is solely responsible for all practice content used and processed by it or its authorized users, as well as for any necessary legal positions pertaining thereto. Nelly generally does not take notice of uploaded practice content and does not, as a rule, review the content used.
6.4 The practice undertakes not to upload any content or data that is criminal or otherwise unlawful, either absolutely or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the platform.
6.5 The Practice undertakes in this regard to indemnify Nelly against all liability and costs, including potential and actual costs of legal proceedings, if claims are brought against Nelly by third parties as a result of alleged acts or omissions by the Practice. Nelly will inform the Practice of any such claim and, to the extent legally possible, provide it with an opportunity to defend against the asserted claim. At the same time, the Practice will immediately and fully disclose to Nelly all available information regarding the matter that is the subject of the claim.
7.1 The Practice has the option, via a platform function, to obtain digital signatures from its patients on certain documents. In this case, Nelly will contact the respective patient directly on behalf of the Practice. Contact will be made using the patient's contact details provided by the Practice or by the patient themselves. The Practice guarantees that Nelly's contact and Nelly's collection of signatures in accordance with the contract do not infringe any third-party rights. This applies in particular to data protection requirements.
7.2 Nelly guarantees that, upon request, Nelly can provide the Practice with user data related to digital signatures collected by Nelly based on the user agreement, with the help of which it can be unambiguously determined which person created the respective digital signature. Should it not be possible to identify the person, Nelly will compensate the Practice for any damage incurred as a result. Excluded from this are signatures created based on phone numbers not originating from the EU or the United States.
7.3 The Practice acknowledges and accepts that digital signatures obtained via Nelly's platform comply with the text form requirement pursuant to Section 126b of the German Civil Code. A qualified electronic signature within the meaning of Section 126a (1) of the German Civil Code is not offered. Certain documents may be subject to special legal or contractual form requirements. Nelly is not obliged to check whether a specific document can be lawfully signed electronically, i.e., in particular whether the document is subject to a legal or contractual form requirement that precludes digital signature via Nelly's platform. To the extent Nelly provides information on digital signatures, this serves solely for general informational purposes and does not constitute legal advice.
7.4 The Practice is solely responsible for verifying the validity and legality of the digital signature for its own purposes, particularly with regard to compliance with applicable laws and professional regulations.
8.1 If agreed in the offer, Nelly will provide the Practice with tablets for the duration of the contract, on which patients of the Practice who do not have a smartphone can complete patient registration. For this, the Practice pays the rental fee specified in the offer.
8.2 Tablets provided are generally to be used at the Practice's location. Use of the tablets at another location requires Nelly's prior written consent. Nelly will not refuse permission if there are no reasonable grounds for refusal.
8.3 It is the Practice's responsibility to provide the necessary conditions for the installation and operation of the tablets at its own expense.
8.4 The Practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract term.
8.5 If the Practice discovers that a tablet is not functioning properly, the Practice is obliged to inform Nelly immediately in text form. Furthermore, upon Nelly's request, the Practice is obliged in such a case to return a tablet to Nelly at Nelly's expense.
8.6 In the event of damage or functional impairment of the tablet, Nelly is entitled to charge flat-rate compensation of EUR 30. Nelly reserves the right to claim further damages; the Practice remains free to prove no damage or lesser damage.
9.1 Within the scope of the Payment Processing module, Nelly enables the billing and payment processing of treatments rendered for private patients and self-paying patients. To collect payment data, Nelly contacts the respective patient directly via the platform on behalf of the Practice. Contact is made using the patient's contact details provided by the Practice or by the patient themselves.
9.2 Invoicing is carried out in the manner specified in the offer, optionally:
(a) manually by the Practice via the platform or the Practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly in the name and on individual instruction of the Practice, or
(c) by Nelly in the name and on behalf of the Practice via an interface that automatically and regularly transmits billing data to Nelly.
In all cases, Nelly generates the invoices using a platform function and delivers them to the patient on behalf of the Practice.
9.3 For payment processing, Nelly integrates the payment service provider Adyen N.V. German Branch Jägerstraße 27 10117 Berlin ("Adyen"). All services related to payment processing are performed on behalf of the practice. A prerequisite for payment processing is that the practice concludes an account agreement with Adyen, as specified in the offer. Payment processing by the payment service provider is carried out, in agreement with the practice, either by
a) a payment order from the patient via the platform using one of the available payment methods,
b) debiting by the practice via the platform using pre-authorized payment methods of the patient, or
c) payment by the patient at the practice using a provided card reader (Section 10).
9.4 The patient pays the invoice amount directly to Adyen. The payment methods specified in the offer are available to the patient for this purpose. Adyen forwards the received payment amount, minus the billing fees specified in the offer, to the practice. Nelly never has access to the invoice amount paid by the patient.
9.5 Nelly provides the practice with a portal on the platform for managing and monitoring the services offered by Adyen. Through the portal, the practice has access to incoming payments, bank payouts made, and due usage fees.
9.6 Through the integration on the platform, Nelly offers the possibility of using Adyen's services, but does not itself become a party to the contractual relationship between Adyen and the practice, nor does it assume any other responsibility for the provision of payment services. In this respect, Nelly cannot assume responsibility for the availability and functionality of the services offered by Adyen.
9.7 The practice undertakes to indemnify Nelly against any liability and all costs, including fines and potential and actual costs of legal proceedings, asserted in connection with the practice's use of Adyen's services, unless Nelly is at fault. Nelly will inform the practice about any claims made and, where legally possible, provide it with an opportunity to defend against the asserted claim. At the same time, the practice will immediately and fully provide Nelly with all available information regarding the matter that is the subject of the claim.
10.1 If agreed in the offer, Nelly will provide the practice with one or more Point of Sale (POS) terminals for the contract duration to facilitate on-site payments for patients. For this, the practice pays the rental fee specified in the offer.
10.2 The use of the POS terminal requires the conclusion of an account agreement between the practice and the payment service provider Adyen (Section 9.3). The respective terms and conditions of Adyen, agreed upon between the practice and Adyen, apply to the use of the POS terminal.
10.3 For the rest, Section 8 of these Terms of Use applies accordingly to the provision of the POS terminal by Nelly to the practice.
11.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and entered into the platform. This applies in particular to all data that the practice transmits to Nelly for invoicing purposes.
11.2 If the practice content or other data is incorrect, the practice must inform Nelly immediately.
11.3 Similarly, the practice must immediately inform Nelly of any defects or malfunctions of the platform and explain the detailed circumstances. Nelly will then rectify such defects within a reasonable period. Nelly is entitled to remedy defects through a workaround solution if the cause of the defect itself can only be eliminated with disproportionate effort and the usability of the platform is not significantly impaired.
12.1 Nelly provides the services mentioned in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, operating hours are 8:00 AM to 6:00 PM CET or CEST on all calendar days, with the exception of Saturdays, Sundays, national public holidays, and December 24th and 31st of each year.
12.2 Nelly guarantees a minimum technical availability of the platform of 95% during operating hours. Availability, expressed as a percentage, is calculated as follows:
Total number of operating minutes in a calendar month minus the total number of downtime minutes during operating hours in the same calendar month, divided by the total number of operating minutes in the same calendar month.
12.3 Nelly will resolve service interruptions within one week at the latest.
12.4 Nelly advises the practice that limitations or impairments of the platform may arise which are beyond Nelly's control. This particularly includes actions by third parties not acting on behalf of Nelly, technical conditions of the internet beyond Nelly's influence, and force majeure. The hardware, software, and technical infrastructure used by the practice can also affect Nelly's services. To the extent that such circumstances affect the availability or functionality of the services provided by Nelly, this does not impact the contractual conformity of the services rendered and is not taken into account for the guaranteed minimum availability of the platform.
13.1 Unless otherwise specified in the offer, the term of the usage agreement is initially six months from the conclusion of the contract. The usage agreement will thereafter and each subsequent time automatically renew for an additional twelve months, unless terminated in due time with a one-month notice period before the end of the respective term.
13.2 The right of both parties to terminate without notice for good cause remains unaffected. A good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this.
13.3 Terminations must be in text form.
14.1 The fees to be paid by the practice are specified in the offer. The prices shown in the offer are based on the agreed number of doctors per practice location. If a practice has multiple locations, each location will be billed based on the agreed number of doctors for that location. Any increase or decrease in the agreed number of doctors or locations requires a separate agreement. If the practice uses Nelly's services at an unagreed location, the fees agreed in the offer will apply accordingly for that location.
14.2 All fees mentioned in the offer or these terms of use are exclusive of statutory value-added tax.
14.3 Unless expressly agreed otherwise in the offer, the fees are due for payment within fourteen days of invoicing by Nelly.
14.4 If the practice delays payment of due fees by more than four weeks, Nelly is entitled, after prior reminder with a deadline and expiry of that deadline, to block access to the platform. Nelly's claim for remuneration remains unaffected by the blocking. Access to the platform will be immediately reactivated upon settlement of the outstanding amounts. The right to block access also exists as a less severe measure even if Nelly has a right to extraordinary termination.
14.5 Nelly's claim for remuneration arises on the day after the practice has been instructed in the agreed services and is independent of whether the practice actually uses or avails itself of the agreed services.
14.6 The remuneration for individual modules, particularly payment processing and POS terminals, may be made in whole or in part by the payment processor or Nelly withholding the corresponding amount within the scope of a transaction carried out using the respective modules.
15.1 Nelly grants the practice the non-exclusive, non-transferable, and non-sublicensable right to use the platform for the purpose specified in the usage agreement and with the number of users defined in the offer, for the duration of the usage agreement.
15.2 The practice grants Nelly the necessary, gratuitous, non-exclusive, non-sublicensable, and non-transferable usage rights to all practice content for the intended use of the platform (especially for providing the functions specified in the offer), including, where necessary, the right to reproduce, modify, make available online, transmit, and display, as well as database and archiving rights.
15.3 Nelly reserves the right to aggregate non-personal data of the practice and its users and to use it in this form for the purpose of needs-based design, further development, and optimization of the platform, as well as for providing the services owed under the contract.
15.4 The patient information forms provided in the Patient Education module are protected by copyright. Furthermore, rights to the provided patient information forms are protected for types of use unknown at the time of contract conclusion. Any reproduction, alteration, or processing (even in extracts) by mechanical, digital, or other means is prohibited. Furthermore, the publication and distribution in digital or analog form on image, data, and sound carriers of all kinds, and their reproduction and distribution, are also prohibited. Reading out data from the platform with technical aids or storing the content in database systems is not permitted.
16.1 Nelly provides the practice with patient information forms for doctors within the Patient Information module, in the form of IT-supported solutions (software). These forms are solely intended to provide supplementary support for the individual patient information discussion, which must always be conducted by the person responsible for providing information and must comply with legal requirements, particularly § 630e of the German Civil Code (BGB). They cannot replace this discussion.
16.2 Nelly undertakes to review or have reviewed the provided patient information forms once a year for their professional and factual accuracy, and to provide the contractual partner with new or updated versions of the patient information forms, if required based on the review.
16.3 The responsibility for providing complete, accurate patient information that complies with legal requirements, particularly § 630e of the German Civil Code (BGB), remains solely with the legally obligated person providing the information, even when using the patient information forms. No full or partial transfer of these duties to Nelly takes place. The practice and the person obligated to provide information are advised that the legal content and scope of the medical duty to inform are subject to constant change, particularly due to legal and professional requirements for the duty to inform, and new professional insights that may necessitate extended information (e.g., regarding new or newly recognized treatment risks and new treatment methods).
16.4 The frequency indications used in the patient information forms, such as "frequent," "rare," etc., for the complications/risks mentioned, represent only a general assessment by the authors of the patient information forms at the time of their creation, referring to a medical procedure performed lege artis (according to the rules of the art). Among other things, they do not correspond to the statistical information on drug side effects found in package inserts. When providing frequency information, the doctor must always consider the patient's individual characteristics during the information discussion.
16.5 Nelly's patient information forms are intended for exclusive use within the Federal Republic of Germany.
16.6. The right to use the patient information forms provided by Nelly expires after the usage period indicated on them, but no later than upon termination of the contract between Nelly and the practice regarding their use. Upon expiration of the usage rights, the practice undertakes to delete or destroy all physical or digital copies of the sample patient information forms in its possession.
17.1 Insofar as Nelly provides the practice with access to websites, APIs, databases, or other third-party infrastructures, Nelly is not responsible for their availability nor for any content obtained through them (in particular, the content or quality of data). Nelly's liability for any damages incurred by the practice as a result is therefore excluded, to the extent permitted by law.
17.2 Nelly is liable for damages insofar as they were caused by Nelly intentionally or through gross negligence, or result from Nelly's breach of obligations whose fulfillment is essential for the proper execution of this contract and on whose observance the practice may rely (so-called cardinal obligations). Except in cases of intent or gross negligence, Nelly's liability for cardinal obligations is limited in amount to the damages typically foreseeable at the time of contract conclusion.
17.3 Otherwise, Nelly's liability is excluded regardless of its legal basis, unless Nelly is mandatorily liable by law, particularly due to injury to life, body, or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees by Nelly are generally only made in writing and designated as such.
17.4 The limitations of liability in the preceding paragraphs also apply to claims against Nelly's legal representatives, executive employees, staff, agents, and other vicarious agents.
18.1 The parties undertake to treat all confidential information of the respective other party, whether technical, commercial, or organizational in nature, that becomes known to them during the execution of the usage agreement, as confidential and to use it only for contractually agreed purposes. The duty of confidentiality does not apply to persons who are authorized to receive the information and are legally or contractually bound to secrecy, or if the other party has consented to the disclosure.
18.2 Confidential information within the meaning of this provision includes practice content, documents, details, data, and information that are designated as confidential or are to be considered confidential by their nature. The term confidential information does not include information that (i) is or becomes public domain or generally accessible (unless due to a breach of this agreement by the receiving party or one of its representatives); (ii) was already lawfully in the possession of the receiving party without an obligation of confidentiality before it received it from the disclosing party; or (iii) was received from a third party who is authorized to disclose such information without restriction.
18.3 If a party is obliged to make confidential information of the other party, as defined above, accessible to a public authority, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is released to the public authority.
18.4 The rights and obligations under this Section 15 are not affected by the termination of this contract.
19.1 Nelly is aware of and respects the special need for protection of patient data. Nelly therefore treats personal data (especially patient data) confidentially and in accordance with statutory data protection regulations. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
19.2 The practice is responsible for obtaining the necessary consent declarations from platform users and their patients for the processing of personal data via the platform.
19.3 Nelly implements technical and organizational measures to protect data against unauthorized access and for daily data backup. Details are set out in the agreement on commissioned data processing in Annex 1.
19.4 Upon termination of the user agreement, Nelly will, at the practice's discretion, either delete all personal data or hand it over to the practice, and irrevocably delete any existing copies of the data.
20.1 The assignment of the practice's rights and obligations under this agreement is only permissible with Nelly's prior written consent.
20.2 Nelly is entitled to engage third parties to fulfill its obligations under this agreement.
21.1 Nelly is entitled to unilaterally adjust the prices agreed for the services during the contract term, insofar as significant cost factors increase or decrease.
21.2 Any adjustment will be communicated to the contracting party in text form at least 8 weeks before it takes effect, showing the prices applicable from the effective date.
21.3 If the adjustment exceeds an increase of 10% of the last agreed price within 12 months, the practice is entitled to terminate the agreement within 2 weeks of receiving the notification, effective from the date the adjustment takes effect.
21.4 Should the practice fail to terminate, the amended prices shall be deemed agreed.
22.1 The provisions of the user agreement supersede all oral or written agreements between the parties. Amendments or supplements to the user agreement – including this text form clause – and its appendices require text form to be effective. The precedence of individual contractual agreements (§ 305b German Civil Code) remains unaffected.
22.2 The user agreement shall be governed exclusively by the laws of the Federal Republic of Germany in its application and interpretation. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980, is excluded.
22.3 For all claims arising from or in connection with the user agreement, Berlin is agreed as the exclusive place of jurisdiction, to the extent legally permissible.
22.4 Should any provision of this agreement be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions of this agreement shall remain unaffected. In place of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed that, to the extent legally permissible, economically most closely approximates the original intent and purpose of the invalid or unenforceable provision in terms of location, time, scope, and applicability. This shall apply mutatis mutandis in the event of unintended gaps in this agreement. This severability clause is not merely a reversal of the burden of proof, but rather displaces § 139 of the German Civil Code in its entirety.
The following Terms of Use for Nelly Solutions apply to contracts concluded from January 21, 2025. At the bottom of this page, you will find the Terms of Use for contracts concluded before May 21, 2025.
(hereinafter “Terms of Use”)
1.1 These are the Terms of Use of Nelly Solutions GmbH (hereinafter “Nelly”). They govern the business relationship between Nelly and users who, at the time the contract is concluded, are a legal entity under public law or entrepreneurs within the meaning of § 14 BGB (hereinafter “practices”), who wish to use the Nelly Solutions software (hereinafter “platform”) and who conclude a corresponding user agreement with Nelly (hereinafter “user agreement”). An entrepreneur is any natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity. The term entrepreneur under these Terms of Use also expressly includes established practitioners and doctors acting in the exercise of their freelance work.
1.2 Divergent, conflicting, or supplementary general terms and conditions of practices shall only become part of the contract if Nelly has expressly agreed to their validity in writing. This consent requirement applies even if Nelly, with knowledge of a practice's general terms and conditions, begins to perform the service.
2.1 Nelly offers the platform as a cloud-based Software-as-a-Service solution for practices. Practices can use the platform as detailed in Section 4
3.1 Nelly provides the practice with an offer for the use of the platform (hereinafter “Offer”). Specifically, the Offer defines the agreed modules and the remuneration to be paid by the practice, and is effective without Nelly's signature.
3.2 The Offer can combine various Nelly services into service levels such as “Starter,” “Standard,” and “Premium,” or individually define services provided by Nelly. Unless otherwise stated in the Offer, the service levels include the “Anamnesis” and “Variable Documents” modules in accordance with Section 4 of these Terms of Use, to the extent specified in the Offer. The service levels may include additional modules or partial services of additional modules.
3.3 The paid user agreement between Nelly and the practice is concluded when Nelly receives the Offer signed by the practice. Unless otherwise provided in the Offer, Nelly is only bound by the Offer for a period of four weeks.
3.4 In the event of contradictions, the agreements between the parties in the offer take precedence over these terms of use.
4.1 Nelly gives the practice access to the patient and practice portal (https://app.gonelly.de), including the modules selected in the offer, at the conditions set out in the offer.
4.2 Unless the parties make a different provision in the user agreement, the modules mentioned include the following functions:
(a) Anamnesis module:
(b) Variable Documents module:
(c) Payment processing module on behalf of practice:
(d) Invoice delivery module:
(e) Information forms module
Provision of digital educational forms to support patients' medical education regarding agreed areas of expertise
(f) Patient Review module 5/5
(g) POS terminal module
4.3 In modules, users can sometimes upload or create their own practice content on the platform and complete it based on data and signatures from patients submitted and/or by Nelly in accordance with clauses 5, 6 or 7. Users can then manage and archive the documents via the platform.
4.4 No further services are owed by Nelly. In particular, Nelly is not obliged to check whether the practice's intended use of the practice content for the practice's own purposes is lawful.
4.5 Nelly is entitled to change and adapt the content of its services, in particular the platform, as part of technological, user interface-related or content-related developments, provided that the agreed functionalities are not restricted or impaired as a result.
4.6 Due to the implementation of necessary maintenance and improvements, it may happen that the platform, individual modules or individual functions are temporarily unavailable. In doing so, Nelly takes into account the legitimate interests of practice, in particular by providing timely advance information. The right to use the platform exists only in accordance with the current state of the art and the availability specified in Section 11.
5.1 The platform is accessed via an Internet browser. The practice itself must ensure an adequate Internet connection. The practice is responsible for compliance with the system requirements required to use the platform, in particular with regard to an up-to-date operating system and browser.
5.2 The number of authorized users within the practice can be specified in the offer. The practice may only grant access to the platform to people who are employed by the practice, including temporary work. The practice must keep the access data provided to it secret and ensure that any employees who are provided with access data also do so.
5.3 If the practice wishes to grant access to the platform to people outside its organization (hereinafter “external users”), it must first obtain Nelly's express consent in text form. Approval for external users named in the offer is considered to have been given. External users can use the platform's functions in the same way as internal users. They are regarded as vicarious agents of practice within the meaning of Section 278 BGB. The practice will indemnify Nelly from all third-party claims that these third parties assert against Nelly due to breaches of contractual or legal obligations in connection with the execution of this user agreement, provided that external users are responsible for these violations.
5.4 Nelly may temporarily block the practice's access to the platform if there is concrete evidence that a practice is violating legal regulations or the obligations under this contract or is in default of payment of remuneration. When deciding on a suspension, Nelly will take into account the legitimate interests of the practice, in particular whether there is evidence that the practice was not responsible for the infringement. In this case, the practice remains obliged to pay the agreed remuneration. Nelly will lift the suspension as soon as the infringement or late payment has ended.
6.1 Users can upload practice content (including in particular practice documents, practice data and patient data) to the platform and use and edit it on the platform.
6.2 For the purposes of executing the contract, the practice grants Nelly the right to use, reproduce or change the practice content uploaded by the practice, insofar as this is necessary to provide the services owed under this contract.
6.3 The practice is solely responsible for all practice content used and processed by it or its authorized users and any legal positions required for this purpose. Nelly is generally not aware of uploaded practical content and generally does not check the content used.
6.4 The practice undertakes not to post any content and data that is punishable or otherwise illegal absolutely or in relation to individual third parties and not to use any programs containing viruses or other malicious software in connection with the platform.
6.5 In this context, the practice undertakes to indemnify Nelly from all liability and costs, including potential and actual costs of legal proceedings, if Nelly is claimed by third parties as a result of alleged acts or omissions of practice. Nelly will inform the practice of the claim and, insofar as this is legally possible, give it the opportunity to defend the claim made. At the same time, the practice will immediately provide Nelly with all information available to it regarding the facts that are the subject of the claim.
7.1 Through a platform function, the practice has the option of obtaining signatures from its patients on certain documents as digital signatures. In this case, Nelly comes into direct contact with the respective patient on behalf of the practice. Contact is made using the patient's contact details provided by the practice or by the patient himself. Practice ensures that contacting Nelly and obtaining signatures by Nelly in accordance with the contract does not infringe the rights of third parties. This applies in particular to data protection requirements.
7.2 Nelly guarantees that, if necessary, Nelly can provide the practice with user data in relation to digital signature obtained from Nelly on the basis of the user agreement, which can be used to clearly identify which person has made the respective digital signature. If it is not possible to identify the person, Nelly will compensate the practice for the resulting damage. Signatures created based on phone numbers that do not originate from the EU or the United States are excluded from this.
7.3 Practice acknowledges and accepts that digital signatures obtained from Nelly via the platform comply with the text form in accordance with Section 126b BGB. A qualified electronic signature within the meaning of Section 126a (1) BGB is not offered. Certain documents may be subject to special legal or contractual formal requirements. Nelly is not obliged to check whether a specific document can be legally signed electronically, i.e. in particular whether the document is subject to a legal or contractual formal requirement that precludes the digital signature via the Nelly platform. Insofar as Nelly provides information about the digital signature, this is for general information purposes only and does not constitute legal advice.
7.4 The practice is solely responsible for verifying the validity and legality of the digital signature for its own purposes, in particular with regard to compliance with the laws and professional codes applicable to it.
8.1 If agreed in the offer, Nelly will provide the practice with tablets for the duration of the contract, on which patients of the practice who do not have a smartphone can carry out the patient admission. For this, the practice pays the rental fee set out in the offer.
8.2 Tablets provided must always be used at the practice location. Using the tablets at another location requires the prior written consent of Nelly. Nelly will not refuse permission if there are no reasonable reasons to the contrary.
8.3 It is the responsibility of practice to provide the necessary requirements for the installation and operation of the tablets at their own expense.
8.4 The practice is obliged to return the tablets to Nelly within one week of the end of the contract period at its own expense.
8.5 If the practice finds that a tablet is not working properly, the practice is obliged to inform Nelly of this immediately in text form. At Nelly's request, the practice is also obliged to return a tablet to Nelly at Nelly's expense in such a case.
8.6 In the event of damage or functional limitation of the tablet, Nelly is entitled to charge a lump sum compensation of EUR 30., Nelly reserves the right to prove further damage; practice remains free to prove no or minor damage.
9.1 As part of the Payment Processing module, Nelly enables the billing and payment processing of treatments performed for private patients and self-paying patients. To collect payment data, Nelly makes direct contact with the respective patient via the platform on behalf of the practice. Contact is made using the patient's contact details provided by the practice or by the patient himself.
9.2 The invoice is prepared in the form specified in the offer, optionally:
(a) manually through the practice via the practice's platform or practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and on behalf of the practice, or
(c) by Nelly on behalf of and on behalf of the practice via an interface that automatically transmits billing data to Nelly on a regular basis.
In all cases, Nelly creates the invoices using a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Adyen N.V. German Branch Jaegerstraße 27 10117 Berlin (“Adyen”). All services associated with payment processing are carried out on behalf of the practice. The prerequisite for carrying out payment processing is that the practice concludes a contract for an account with Adyen, as set out in the offer. Payment processing by the payment service provider is carried out, in agreement with the practice, either by
a) a payment order from the patient via the platform using one of the payment methods provided,
b) by the practice debiting via the platform using the patient's pre-authorized payment methods, or
c) by payment by the patient at the practice using a card reader provided (paragraph 10).
9.4 The patient pays the invoice amount directly to Adyen. The payment methods specified in the offer are available to the patient for this purpose. Adyen forwards the payment amount received minus the billing fees specified in the offer to the practice. Nelly never has access to the invoice amount paid by the patient.
9.5 Nelly provides the practice with a portal on the platform for managing and monitoring the services offered by Adyen. Through the portal, the practice has access to payments received, bank withdrawals made and usage fees due.
9.6 Through integration on the platform, Nelly offers the option of using Adyen's services, but does not itself become a party to the contractual relationship between Adyen and the practice and assumes no other responsibility for the provision of payment services. In this respect, Nelly cannot assume any responsibility for the availability and functionality of the services offered by Adyen.
9.7 The practice undertakes to indemnify Nelly from all liability and costs, including fines and possible and actual costs of legal proceedings in connection with the use of Adyen's services by the practice, unless Nelly is at fault for this. Nelly will inform the practice of the claim and, insofar as this is legally possible, give it the opportunity to defend the claim made. At the same time, the practice will immediately provide Nelly with all information available to it regarding the facts that are the subject of the claim.
10.1 If agreed in the offer, Nelly will provide the practice with one or more point of sale (POS) terminals for the duration of the contract to make on-site payments for patients. For this, the practice pays the rental fee set out in the offer.
10.2 The use of the POS terminal requires the conclusion of a contract for an account between the practice and the payment service provider Adyen (Section 9.3). In this respect, the use of the POS terminal is subject to the respective terms and conditions of Adyen agreed between the practice and Adyen.
10.3 In addition, Section 8 of these Terms of Use applies mutatis mutandis to Nelly's transfer of the POS terminal to the practice.
11.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and fed into the platform. This applies in particular to all data that the practice transmits to Nelly for invoicing.
11.2 If the practice content or other data is incorrect, the practice will immediately inform Nelly of this.
11.3 The practice will also immediately inform Nelly of deficiencies and malfunctions of the platform and explain the detailed circumstances. Nelly will then correct defects within a reasonable period of time. Nelly is entitled to correct defects by means of a workaround solution if the cause of the defect itself can only be remedied with disproportionate effort and the usability of the platform is not significantly affected.
12.1 Nelly provides the services specified in the offer during the agreed operating hours. Unless otherwise expressly agreed in the offer, the operating hours are 8:00 to 18:00 CET or CEST on all calendar days with the exception of Saturdays, Sundays, national public holidays and with the exception of December 24 and 31 of each year.
12.2 Nelly guarantees a minimum technical availability of the platform of 95% during operating hours. Availability, expressed as a percentage, is calculated as follows:
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
12.3 Service interruptions will be resolved by Nelly within one week at the latest.
12.4 Practice points out to Nelly that restrictions or disruptions to the platform may occur that are beyond Nelly's control. This includes, in particular, actions by third parties not acting on behalf of Nelly, technical conditions of the Internet over which Nelly has no influence, and force majeure. The hardware, software, and technical infrastructure used by Practice can also impact Nelly's services. To the extent that such circumstances affect the availability or functionality of the service provided by Nelly, this will not impact the contractual conformity of the services provided and will not be considered for the guaranteed minimum availability of the platform.
13.1 Unless otherwise stated in the offer, the term of the user agreement is initially six months from the conclusion of the contract. The user contract is then extended by a further twelve months, unless it is terminated with a notice period of one month before the end of the respective term.
13.2 The right of both parties to extraordinary termination for just cause remains unaffected. A just cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and Practice or its users are responsible for such access.
13.3 Terminations must be made in writing.
14.1 The remuneration to be paid by Practice is set out in the offer. The prices shown in the offer are based on the agreed number of doctors per practice location. If a practice has several locations, each location is billed depending on the number of doctors agreed for that location. Increasing or reducing the agreed number of doctors or locations requires a separate agreement. If Practice uses Nelly services at a location that has not been agreed upon, the remuneration agreed in the offer applies accordingly for this location.
14.2 All fees mentioned in the offer or in these terms of use are plus statutory sales tax.
14.3 Unless otherwise expressly agreed in the offer, the remuneration is due for payment within thirty days after invoicing by Nelly.
14.4 If Practice delays payment of overdue remuneration by more than four weeks, Nelly is entitled to block access to the platform after providing prior notice and a deadline, and upon expiry of that deadline. Nelly's claim for remuneration remains unaffected by the suspension. Access to the platform will be reactivated immediately after payment of the arrears. The right to block access exists as a less drastic measure even if Nelly has the right to extraordinary termination.
14.5 Nelly's claim to remuneration arises the day after Practice has been provided with access to the agreed services and is independent of whether Practice actually uses the agreed services.
14.6 The remuneration for individual modules, in particular payment processing and POS terminals, may be paid in whole or in part through the withholding of the corresponding amount as part of a transaction carried out using the corresponding modules by the payment processor or Nelly.
15.1 Nelly grants Practice the non-exclusive, non-transferable, and non-sublicensable right to use the platform for the purpose specified in the user contract and with the number of users specified in the offer.
15.2 Practice grants Nelly the free, non-exclusive, non-sublicensable, and non-transferable rights to use all Practice content required for the intended use of the platform (in particular for providing the functions specified in the offer), including, where necessary, the right of reproduction, editing, the right to host, transmit, and reproduce online, as well as database and archiving rights.
15.3 Nelly reserves the right to aggregate non-personal data from Practice and its users and to use it in this form for the purpose of designing, developing, and optimizing the platform, as well as providing the service owed under the contract.
15.4 The patient education forms provided in the Patient Education module are protected by copyright. Furthermore, rights to the patient education forms are also protected for types of use unknown at the time the contract was concluded. Any reproduction, alteration, or editing (even in excerpts) by mechanical, digital, or other means is prohibited. It is also prohibited to publish and distribute them in digital or analog form on all types of image, data, and sound carriers, and to further reproduce and distribute them. Reading data from the platform using technical tools or saving the content in database systems is not permitted.
16.1 In the Patient Education module, Nelly offers the practice patient education forms for doctors as software-based solutions. These are intended only as supplementary support for the individual and legal requirements that must in any case be met by the person responsible for providing information, particularly Section 630e of the German Civil Code, and cannot replace these requirements.
16.2 Nelly undertakes to check or have the provided patient education forms reviewed once a year for their technical and content accuracy and to provide the contractual partner with new or updated versions of the patient education forms, if required based on the review.
16.3 Responsibility for ensuring patient information is complete, correct, and compliant with legal requirements, particularly Section 630e BGB, remains exclusively with the person responsible for providing information, even when using patient information forms. The corresponding duties are not transferred in full or in part to Nelly. Practitioners and persons required to provide information are advised that the legal content and scope of the medical education obligation are subject to constant change, particularly as a result of legal and professional requirements for the obligation to provide information, and new professional findings that may necessitate extended information (e.g., about new or newly identified treatment risks and new treatment methods).
16.4 The frequency information used in patient education forms, such as “common,” “rare,” etc., for the complications/risks mentioned, represents only a general assessment by the originators of the patient information forms at the time they were created, relating to a medical procedure performed *lege artis*. Among other things, they do not align with the statistical information on drug side effects found in package leaflets. When providing frequency information, the doctor must always consider the individual characteristics of the patient during the informed consent discussion.
16.5 Patient education forms from Nelly are intended for exclusive use in the Federal Republic of Germany.
16.6. The right to use the patient education forms provided by Nelly expires after the period of use indicated on them, but at the latest when the contract between Nelly and the practice regarding their use expires. Upon expiration of the usage rights, the practice undertakes to delete or destroy all physical or digital copies of the patient education forms in its possession.
17.1 Insofar as Nelly provides the practice with access to third-party websites, APIs, databases, or other infrastructure, Nelly is neither responsible for their availability nor for content related to them (in particular the content or quality of data). Nelly's liability for resulting damage to the practice is therefore excluded, to the extent permitted by law.
17.2 Nelly is liable for damages insofar as these were caused intentionally or with gross negligence by Nelly or result from Nelly's breach of duties, the fulfillment of which is essential for the proper execution of this contract and on whose observance the practice may rely (so-called essential contractual obligations). Except in cases of intent or gross negligence, Nelly's liability for essential contractual obligations is limited to the amount of damage typically foreseeable at the time of conclusion of the contract.
17.3 In addition, Nelly's liability is excluded regardless of its legal basis, unless liability is mandatory by law, particularly for injury to life, body, or health of a person, assumption of an express warranty, fraudulent concealment of a defect, or under the Product Liability Act. Guarantees provided by Nelly are generally only made in writing and are described as such.
17.4 The limitations of liability in the previous paragraphs also apply to claims against legal representatives, executives, employees, and agents, as well as other vicarious agents of Nelly.
18.1 The parties agree to keep all confidential information from the other party, such as technical, commercial, or organizational information, that becomes known to them during the performance of the user agreement, confidential and to use it only for contractually agreed purposes. The duty of confidentiality does not apply to persons who have a need to know and are legally or contractually bound to secrecy, or if the other party has agreed to the disclosure.
18.2 Confidential information within the meaning of this provision includes the practice's content, documents, details, data, and information that is described as confidential or is considered confidential by its nature. The term confidential information does not include information that (i) is or will be in the public domain or generally available (unless as a result of a breach of this Agreement by the receiving party or one of its representatives); (ii) was already in the possession of the receiving party lawfully and without obligation of confidentiality before it received it from the disclosing party; or (iii) was received by a third party who is entitled to disclose this information without restriction.
18.3 If a party is obliged to disclose confidential information of the other party, as defined above, to a public authority, it is entitled to do so; the other party must be informed immediately and, if possible, before the information is disclosed to the public authority.
18.4 The rights and obligations of this Section 15 are not affected by the termination of this contract.
19.1 Nelly is aware of and respects the special protection requirements for patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with legal data protection regulations. For the protection of personal data, the data processing agreement in Appendix 1 applies.
19.2 The practice is responsible for obtaining the necessary declarations of consent from users of the platform and their patients to process personal data via the platform.
19.3 Nelly takes technical and organizational measures to protect data against unauthorized access and to back up data on a daily basis. Details are set out in the data processing agreement in Appendix 1.
19.4 Upon termination of the user agreement, Nelly will, at its discretion, delete or release all personal data to the practice and irrevocably delete existing copies of the data.
20.1 The assignment of the practice's rights and obligations under this contract is only permitted with Nelly's prior written consent.
20.2 Nelly is entitled to engage third parties to fulfill the obligations arising from this contract.
21.1 The terms of the user agreement replace all oral or written agreements between the parties. Amendments or additions to the user agreement — including this text form clause — and their attachments must be made in writing to be effective. The precedence of individually negotiated agreements (§ 305b BGB) remains unaffected.
21.2 The user agreement shall be governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980 shall not apply.
21.3 To the extent permitted by law, the exclusive place of jurisdiction for all claims arising from or in connection with the user agreement shall be Berlin.
21.4 Should any provision of this contract be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall remain unaffected. Instead of the invalid or unenforceable provision, a valid and enforceable provision shall be deemed agreed upon that, to the extent legally permissible, most closely approximates the economic intent of the invalid or unenforceable provision, considering its original meaning and purpose, as well as its place, time, measure, and scope. This shall apply mutatis mutandis in the event of unintended gaps in this contract. This severability clause is not merely a reversal of the burden of proof, but rather mandates the comprehensive application of Section 139 of the German Civil Code.
The following terms of use for Nelly Solutions apply to contracts entered into on or after 10/18/2023. In the bottom section of this page are those general terms of use for contracts entered into before 10/18/2023.
(hereafter "Terms of Use")
The following terms of use for Nelly Solutions apply to contracts entered into on or after 10/18/2023. In the bottom section of this page are those general terms of use for contracts entered into before 10/18/2023.
1. Scope
1.1 These are the terms of use of Nelly Solutions GmbH, (hereinafter "Nelly"). They govern the business relationship between Nelly and medical practices (hereinafter "practices") that wish to use the Nelly Solutions software (hereinafter "platform") and that conclude a corresponding user agreement with Nelly (hereinafter "user agreement").
1.2 Deviating, conflicting or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement of consent also applies if Nelly begins with the performance of services in knowledge of the general terms and conditions of a practice.
2. Subject matter of the contract
2.1 Nelly offers the Platform as a cloud-based software-as-a-service solution for practices. Via the platform, practices can
2.2 Nelly does not provide any documents, data or other content to the practices themselves, but offers a software solution for organizing and editing practice-owned content that can be uploaded to the platform by employees of the practice (hereinafter "Users") (hereinafter "Practice Content")
2.3 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection regulations and on the basis of the agreement concluded with the practice on commissioned data processing. Annex 2 contains further specifications for the protection of personal data that must be observed by the practice
3. Conclusion of contract
3.1 Nelly shall submit an offer to the practice regarding the use of the platform (hereinafter "Offer"). The offer defines in particular the term of the contract and the remuneration to be paid by the practice.
3.2 The fee-based contract of use between Nelly and the practice comes into effect when the offer signed by the practice is received by Nelly. Nelly shall thereupon confirm the conclusion of the contract to the practice in writing or by e-mail.
4. Functions of the platform
4.1 Nelly allows the practice to access the modules selected in the offer.
4.2 Unless otherwise agreed by the Parties in the User Agreement, the aforementioned modules shall include the following functions:
(a) Medical History Module:
(b) Variable Documents Module:
(c) Payment processing module, on behalf of the practice:
(d) Invoice Dispatch Module:
4.3 In all modules, Users can upload or create their own practice content on the platform and complete it based on transmitted and/or Nelly-collected data and signatures of the patients in accordance with Sections 6, 7 or 8. Users can then manage and archive the documents via the platform.
4.4 Further services are not owed by Nelly. In particular, Nelly is not obligated to check whether the intended use of the Practice Content for the Practice's own purposes is lawful.
4.5 Due to the performance of necessary maintenance work and improvements, the platform or individual functions may not be available for a short period of time. In this case, Nelly shall take into account the legitimate interests of the practice, in particular by providing advance information in a timely manner. The claim to use the platform exists only according to the current state of the art and the availability mentioned in clause 10.
5. Access to the platform
5.1 The platform is accessed via an Internet browser. The practice itself must ensure a sufficient Internet connection. The practice is responsible for complying with the system requirements necessary for using the platform, in particular with regard to an up-to-date operating system and browser.
5.2 The number of users authorized to access the platform within the practice is specified in the offer. The Practice may only grant access to the Platform to persons who are employed by the Practice, including temporary staff.
5.3 If the Practice wishes to grant access to the Platform to persons outside its organization (hereinafter "External Users"), it must first obtain Nelly's express consent in text form. Consent for External Users named in the offer is deemed to have been granted. External Users may use the functions of the Platform in the same way as internal users. They are considered vicarious agents of the practice within the meaning of § 278 BGB. The Practice shall indemnify Nelly against all claims asserted by third parties against Nelly due to breaches of contractual or statutory obligations in connection with the performance of this User Contract, insofar as External Users are responsible for these breaches.
5.4 Nelly may temporarily block the Practice's access to the Platform if there are concrete indications that a Practice is in breach of statutory provisions or the obligations arising from this contract or is in default with the payment of remuneration. When deciding whether to block access, Nelly will take into account the legitimate interests of the practice, in particular whether there are indications that the practice is not responsible for the violation. Nelly will lift the block as soon as the breach or default of payment has ended.
6. practice contents and data
6.1 Users can upload practice content (including, in particular, practice documents, practice data and patient data) to the Platform and use and edit it on the Platform.
6.2 The Practice guarantees that no third-party rights conflict with the execution of the contract with regard to all contributions uploaded to the Platform by its Users (in particular practice content and other data).
6.3 The Practice shall indemnify Nelly against all third-party claims resulting from the contractual use of practice content or other data originating from its sphere. In this respect, the Practice shall also bear the costs of any necessary legal defense of Nelly.
7. Digital signatures and patient data
7.1 The Practice has the option via a function of the Platform to obtain signatures of its patients on certain documents as digital signatures. In this case, Nelly will contact the respective patient directly on behalf of the practice. Contact is made via the patient's contact details provided by the practice or by the patient themselves. The Practice guarantees that the establishment of contact by Nelly and the contractual collection of signatures by Nelly does not infringe any third-party rights. This applies in particular to data protection regulations.
7.2 Nelly guarantees that, if necessary, Nelly can provide the Practice with user data relating to digital signatures obtained by Nelly on the basis of the User Agreement, which can be used to clearly determine which person has created the respective digital signature. If it is not possible to identify the person, Nelly shall compensate the Practice for any damage incurred by the Practice as a result. Exceptions to this are signatures that were created based on telephone numbers that do not originate from the EU or the United States.
8. Tablets
8.1 If agreed in the offer, Nelly shall provide the practice with tablets for the duration of the contract, on which patients of the practice who do not have a smartphone can carry out patient admissions. The practice shall pay the rental fee specified in the offer for this.
8.2 The practice is obliged to return the tablets to Nelly at its own expense within one week of the end of the contract term.
8.3 If the Practice discovers that a Tablet is not working properly, the Practice is obliged to inform Nelly of this in text form. At Nelly's request, the Practice is also obliged to return a Tablet to Nelly at Nelly's expense in such a case.
8.4 In the event of damage to or functional impairment of the Tablet, Nelly will charge the Practice a flat fee of EUR 30, unless the Practice is not responsible for the damage to or functional impairment of the Tablet.
9. Payment processing
9.1 Nelly enables the billing and payment processing of treatments carried out for private patients and self-paying patients. To collect the payment data, Nelly contacts the respective patient directly via the platform on behalf of the practice. Contact is made via the patient's contact details provided by the practice or by the patient themselves.9.2 Invoices are issued in the manner specified in the offer:
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and on the individual behalf of the Practice; or
(c) by Nelly in the name of and on behalf of the Practice through an interface that automatically transmits billing data to Nelly on a regular basis.
In all cases, Nelly creates the invoices through a platform function and delivers them to the patient on behalf of the practice.
9.3 Nelly uses the payment service provider Adyen N.V. German Branch Jägerstraße 27 10117 Berlin ("Adyen") for payment processing. All services associated with payment processing are carried out on behalf of the Practice. A prerequisite for the execution of payment processing is that the Practice concludes a contract for an account with Adyen, as specified in the offer.
9.4 The patient pays the invoice amount directly to Adyen. For this purpose, the patient can use the payment methods specified in the offer. Adyen forwards the payment amount received, less the Nelly and Adyen fees specified in the Offer, to the Practice. At no time does Nelly have access to the invoice amount paid by the patient.
10. Participation of the practice
10.1 The Practice alone is responsible for the accuracy of the Practice Content and other data transmitted to Nelly and entered into the Platform. This also applies in particular to all data that the Practice transmits to Nelly for invoicing purposes.
10.2 If the Practice Content or other data is incorrect, the Practice shall inform Nelly of this immediately.
10.3 The Practice shall also inform Nelly immediately of any defects and malfunctions of the Platform and explain the circumstances in more detail. Nelly will then remedy defects within a reasonable period of time. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be remedied with disproportionate effort and the usability of the Platform is not significantly impaired.
11. Availability
11.1 Nelly shall provide the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, the operating hours are 8:00 to 18:00 CET or CEST on all calendar days with the exception of Saturdays, Sundays, national public holidays and with the exception of December 24 and 31 of each year.
11.2 Nelly guarantees a minimum technical availability of the Platform of 95% during the operating hours. The availability, expressed as a percentage, is calculated as follows:
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
11.3 Service interruptions shall be remedied by Nelly within one week at the latest.
12. Contract duration
12.1 The contract of use has the term specified in the offer. The contract is automatically extended by a further six months 30 days before expiry if the contract has not previously been terminated in text form by one of the parties. The contract can be terminated by either party at any time during the first 30 days after the agreed onboarding date.
12.2 The right of both parties to terminate the contract without notice for good cause remains unaffected. Good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the Platform and the Practice or its Users are responsible for this. There is also good cause for termination by Nelly if the Practice does not comply with the requirements set out in Annex 2.
12.3 Terminations must always be made in writing.
13. Remuneration
13.1 The remuneration to be paid by the Practice is specified in the offer.
13.2 All remuneration specified in the offer or in these Terms of Use shall be subject to statutory VAT.
13.3 Unless expressly agreed otherwise in the offer, the remuneration shall be due for payment within thirty days of invoicing by Nelly.
13.4 Nelly's claim to the remuneration shall arise upon conclusion of this contract of use and shall be independent of whether the Practice actually uses or utilizes the agreed services.
14. Rights of use
14.1 Nelly grants the Practice the non-exclusive, non-transferable and non-sublicensable right to use the Platform during the term of the User Agreement for the purpose provided for in the User Agreement and with the number of Users specified in the Offer.
14.2 The Practice grants Nelly the free, non-exclusive, non-sublicensable and non-transferable rights of use to all Practice Content required for the intended use of the Platform (in particular for the provision of the functions specified in the Offer), in particular, to the extent necessary, the reproduction right, the editing right, the right to keep, transmit and reproduce online as well as the database and archiving right.
14.3 Nelly reserves the right to aggregate non-personal data of the practice and its users and to use it in this form for the purpose of the needs-based design, further development and optimization of the platform and the provision of the service owed under the contract.14.4 The patient information forms provided in the "Patient Information" module are protected by copyright. In addition, rights to the patient education forms provided are protected for types of use unknown at the time of conclusion of the contract. Any duplication, modification or processing (including excerpts) by mechanical, digital or other means is prohibited. Furthermore, the publication and distribution in digital or analog form on image, data and sound carriers of all kinds and the reproduction and distribution of these are also prohibited. The extraction of data from the platform using technical aids or the storage of content in database systems is not permitted.
15. Notes on the use of the contents of the "patient education" module
15.1 Nelly offers the practice patient information forms for doctors in the "Patient information" module in the form of computerized solutions (software). These merely serve to support the individual patient information discussion to be conducted in each case by the person obliged to provide information and to fulfill the legal requirements, in particular § 630e BGB, and cannot replace it.
15.2 Nelly undertakes to review the patient information forms provided or have them reviewed once a year for their technical and content-related accuracy and to provide the Contractual Partner with new or updated versions of the patient information forms, if required by the review.
15.3 The responsibility for complete and accurate patient information that complies with the statutory requirements, in particular Section 630e BGB, shall remain exclusively with the statutory dutyholder, even if the patient information forms are used. There is no complete or partial transfer of the corresponding obligations to Nelly. The practice and the person obliged to provide information are advised that the legal content and scope of the duty to provide information are subject to constant change, in particular due to the legal and professional requirements of the duty to provide information, and new professional findings that may require extended information (e.g. about new or newly recognized treatment risks and new treatment methods).
15.4 The frequency information used in the patient information forms, such as "frequent", "rare", etc. for the complications/risks mentioned therein, only reflect a general assessment of the authors of the patient information forms at the time they were created, which relate to a medical procedure performed in accordance with the rules of good practice. Among other things, they do not correspond to the statistical information on side effects of medicines in package inserts. In the case of frequency information, the doctor must always take into account the individual characteristics of the patient during the informed consent discussion.
15.5 Nelly's patient information forms are intended for exclusive use in the Federal Republic of Germany.
15.6 The right to use the patient information forms provided by Nelly expires after the period of use indicated on them, but at the latest upon expiry of the contract between Nelly and the Practice regarding their use. The Practice undertakes to delete or destroy all physical or digital copies of the sample patient information forms in its possession after the expiry of the rights of use.
16. Limitation of liability
16.1 Insofar as Nelly provides the practice with access to websites, APIs, databases or other infrastructures of third parties, Nelly shall neither be responsible for their availability nor for contents obtained therefrom (in particular content or quality of data). Nelly's liability for damages to the practice resulting therefrom is therefore excluded to the extent permitted by law.
16.2 Nelly shall be liable for damages insofar as these were caused intentionally or by gross negligence on the part of Nelly or result from Nelly's breach of obligations, the fulfillment of which is essential for the proper performance of this contract and on the compliance with which the practice may rely, so-called material contractual obligations. Except in the case of intent or gross negligence, Nelly's liability for material contractual obligations shall be limited to the amount of damages typically foreseeable at the time of the conclusion of the contract.
16.3 Apart from that, Nelly's liability is excluded, irrespective of its legal basis, unless Nelly is compulsorily liable by law, in particular due to injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or according to the Product Liability Act. Guarantees by Nelly are in principle only made in writing and are designated as such.
16.4 The limitations of liability of the preceding paragraphs shall also apply to claims against legal representatives, executives, employees and agents as well as other vicarious agents of Nelly.
17. Secrecy
17.1 The parties undertake to treat as confidential all confidential information of the other party, for example of a technical, commercial or organizational nature, which becomes known to them during the performance of the contract of use, and to use it only for contractually agreed purposes. The confidentiality obligation shall not apply to persons who are authorized to know and are legally or contractually obliged to maintain confidentiality or if the other party has consented to disclosure.
17.2 Confidential information within the meaning of this provision is practice content, documents, details, data and information that is designated as confidential or is to be regarded as confidential by its nature. The term Confidential Information does not include information that (i) is or becomes in the public domain or generally available (except as a result of a breach of this Agreement by the receiving party or one of its representatives); (ii) was already lawfully and without obligation of confidentiality in the possession of the receiving party before it received it from the disclosing party; or (iii) was received from a third party who is authorized to disclose such information without restriction.
17.3 If a party is obliged to make confidential information of the other party available to a public body in the aforementioned sense, it shall be entitled to do so; the other party shall be informed immediately and, if possible, before the information is released to the public body.
17.4 The rights and obligations of this Clause 15 shall not be affected by the termination of this Agreement.
18. Data protection
18.1 Nelly knows and respects the special need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection provisions. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
18.2 The practice is responsible for obtaining the necessary declarations of consent from the users of the platform and their patients for the processing of personal data via the platform. In addition, the practice is obligated to comply with the specifications from Appendix 2.
18.3 Nelly shall take technical and organizational measures to protect the data against unauthorized access and for daily data backup. Details result from the agreement on commissioned data processing in Annex 1.
18.4 Upon termination of the contract of use, Nelly shall, at the discretion of the Practice, delete all personal data or return it to the Practice and irrevocably delete the existing copies of the data.
19. Final provisions
19.1 The provisions of the contract of use shall replace all oral or written agreements between the parties. Amendments or supplements to the license agreement - including this written form clause - and its annexes must be made in writing to be effective.
19.2 The contract of use shall be governed in application and interpretation exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.
19.3 To the extent permitted by law, Berlin is agreed as the exclusive place of jurisdiction for all claims arising from and in connection with the User Agreement.
The following terms of use for Nelly Solutions apply to contracts entered into after 08/09/2023. In the bottom section of this page you will find those general terms of use for contracts concluded before 08.09.2023.
(hereafter"Terms of Use")
1. scope
1.1 These are the terms of use of Nelly Solutions GmbH, (hereinafter "Nelly"). They govern the business relationship between Nelly and medical practices (hereinafter "practices") that wish to use the Nelly Solutions software (hereinafter "platform") and that conclude a corresponding user agreement with Nelly (hereinafter "user agreement").
1.2 Deviating, conflicting or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement of consent also applies if Nelly begins with the performance of services in knowledge of the general terms and conditions of a practice.
2. subject matter of the contract
2.1 Nelly offers the Platform as a cloud-based software-as-a-service solution for practices. Via the platform, practices can
2.2 Nelly does not provide any documents, data or other content to the practices themselves, but offers a software solution for organizing and editing practice-owned content that can be uploaded to the platform by employees of the practice (hereinafter "Users") (hereinafter "Practice Content")
2.3 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection regulations and on the basis of the agreement concluded with the practice on commissioned data processing. Annex 2 contains further specifications for the protection of personal data that must be observed by the practice
3. conclusion of contract
3.1 Nelly shall submit an offer to the practice regarding the use of the platform (hereinafter "Offer"). The offer defines in particular the term of the contract and the remuneration to be paid by the practice.
3.2 The fee-based contract of use between Nelly and the practice comes into effect when the offer signed by the practice is received by Nelly. Nelly shall thereupon confirm the conclusion of the contract to the practice in writing or by e-mail.
4. functions of the platform
4.1 Nelly allows the practice to access the modules selected in the offer.
4.2 Unless otherwise agreed by the Parties in the User Agreement, the aforementioned modules shall include the following functions:
(a) Medical History Module:
(b) Variable Documents Module:
(c) Payment processing module, on behalf of the practice:
(d) Invoice Dispatch Module:
4.3 In all modules, Users can upload or create their own practice content on the platform and complete it based on transmitted and/or Nelly-collected data and signatures of the patients in accordance with Sections 6, 7 or 8. Users can then manage and archive the documents via the platform.
4.4 Further services are not owed by Nelly. In particular, Nelly is not obligated to check whether the intended use of the Practice Content for the Practice's own purposes is lawful.
4.5 Due to the performance of necessary maintenance work and improvements, the platform or individual functions may not be available for a short period of time. In this case, Nelly shall take into account the legitimate interests of the practice, in particular by providing advance information in a timely manner. The claim to use the platform exists only according to the current state of the art and the availability mentioned in clause 10.
5. access to the platform
5.1 The platform is accessed via Internet browser. The practice itself must ensure a sufficient Internet connection. The practice is responsible for compliance with the system requirements necessary for the use of the platform, in particular with regard to an up-to-date operating system and browser.
5.2 The number of authorized users within the practice is specified in the offer. The practice may only grant access to the platform to persons who are employed by the practice, including temporary staff.
5.3 If the practice wishes to grant persons outside its organization access to the platform (hereinafter "external users"), it must first obtain Nelly's express consent in text form. Consent for External Users named in the Offer shall be deemed granted. External Users may use the functions of the Platform in the same way as practice-internal Users. They shall be deemed vicarious agents of the practice within the meaning of § 278 BGB. The practice will indemnify Nelly against all claims of third parties which these third parties assert against Nelly due to violations of contractual or legal obligations in connection with the execution of this user agreement, provided that external users are responsible for these violations [Comment V14: are such external users ].
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice violates statutory provisions or the obligations under this agreement or is in default of payment of a fee. Nelly will consider the legitimate interests of the practice when deciding on a block, in particular whether there are indications that the practice is not at fault for the violation. Nelly will lift the block as soon as the violation or default has ended.
6. practice contents and data
6.1 Users may upload practice content (including, in particular, practice documents, practice data and patient data) to the platform and use and edit it on the platform.
6.2 The practice warrants that the execution of the contract with respect to all contributions uploaded by its users on the platform (in particular practice content and other data) does not conflict with any third party rights.
6.3 The practice shall indemnify Nelly from all claims of third parties resulting from a contractual use of practice contents or other data originating from its sphere. In this respect, the practice shall also bear the costs of a necessary legal defense of Nelly.
7. digital signatures and patient data
7.1 The practice has the option via a function of the platform to obtain signatures of its patients on certain documents as digital signatures. In this case, Nelly shall enter into direct contact with the respective patient on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself. The practice guarantees that the establishment of contact by Nelly and the obtaining of signatures by Nelly in accordance with the contract does not violate any rights of third parties. This applies in particular to data protection requirements.
7.2 Nelly warrants that Nelly can provide the practice, if required, with user data in relation to digital signatures obtained by Nelly on the basis of the user agreement, with the help of which it can be clearly determined which person made the respective digital signature. If it is not possible to determine the person, Nelly shall compensate the practice for the damage incurred by the practice as a result.
8. tablets
8.1 If agreed in the offer, Nelly shall provide the practice with tablets for the term of the contract on which patients of the practice who do not have a smartphone can perform patient admission. For this, the practice shall pay the rental fee specified in the offer.
8.2 The practice is obligated to return the tablets to Nelly at its own expense within one week after the end of the contract term.
8.3 If the practice determines that a tablet is not functioning properly, the practice is obligated to inform Nelly of this in text form. Upon Nelly's request, the practice is also obligated to return a tablet to Nelly at Nelly's expense in such a case.
8.4 In the event of damage or functional impairment of the tablet, Nelly shall charge the practice a flat fee of EUR 30, unless the practice is not responsible for the damage or functional impairment of the tablet.
9. payment processing
9.1 Nelly enables the billing and payment processing of treatments performed for private patients and self-paying patients. For the collection of payment data, Nelly enters into direct contact with the respective patient via the platform on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself.
9.2 The invoice shall be issued by choice in the manner specified in the offer:
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and on the individual behalf of the Practice; or
(c) by Nelly in the name of and on behalf of the Practice through an interface that automatically transmits billing data to Nelly on a regular basis.
In all cases, Nelly creates the invoices through a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Stripe Inc., 354 Oyster Point Boulevard, South San Francisco, California, 94080, USA ("Stripe"). All services associated with payment processing are performed on behalf of the Practice. It is a condition of performing payment processing that the Practice enters into a Connected Account Agreement with Stripe, as set forth in the Proposal.
9.4 The Patient shall pay the invoice amount directly to Stripe. The payment methods specified in the Offer are available to the Patient for this purpose. Stripe will forward the payment amount received, less the Nelly and Stripe fees specified in the Offer, to the Practice. Nelly does not have access to the invoice amount paid by the patient at any time.
10. participation of the practice
10.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and fed into the platform. This also applies in particular to all data that the practice transmits to Nelly for invoicing purposes.
10.2 In the event of errors in the practice content or other data, the practice shall inform Nelly thereof without delay.
10.3 Likewise, the practice shall inform Nelly immediately about defects and malfunctions of the platform and explain the detailed circumstances. Nelly will then remedy defects within a reasonable period of time. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be remedied with disproportionate effort and the usability of the platform is not significantly impaired.
11. availability
11.1 Nelly shall provide the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, the operating hours are 8:00 a.m. to 6:00 p.m. CET or CEST on all calendar days with the exception of Saturdays, Sundays, nationwide public holidays and with the exception of December 24 and 31 of each year.
11.2 Nelly grants a minimum technical availability of the Platform of 95% during the Operating Hours. The availability, expressed as a percentage, is calculated as follows:
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
11.3 Service interruptions shall be remedied by Nelly within one week at the latest.
12. contract duration
12.1 The User Agreement shall have the term specified in the offer. The contract shall be automatically extended by a further six months 30 days before expiry if the contract has not previously been terminated in text form by one of the parties. In the first 30 days after the agreed onboarding date, the contract may be terminated by either party at any time.
12.2 The right of both parties to terminate without notice for good cause remains unaffected. Good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this. Good cause for termination by Nelly shall also exist if the practice does not comply with the specifications in Annex 2.
12.3 Terminations must always be made in writing.
13. remuneration
13.1 The remuneration to be paid by the practice is specified in the offer.
13.2 All remunerations stated in the offer or in these Terms of Use shall be exclusive of the statutory value added tax.
13.3 Unless expressly agreed otherwise in the offer, the remuneration shall be due for payment within thirty days after Nelly has issued the invoice.
13.4 Nelly's claim to remuneration shall arise upon conclusion of this User Agreement and shall be independent of whether the practice actually makes use of or uses the agreed services.
14. rights of use
14.1 Nelly grants the Practice the non-exclusive, non-transferable and non-sublicensable right to use the Platform for the duration of the User Agreement for the purpose provided for in the User Agreement and with the number of Users specified in the Offer.
14.2 The practice grants Nelly the free, non-exclusive, non-sublicensable and non-transferable rights of use to all practice content required for the intended use of the platform (in particular for the provision of the functions specified in the offer), in particular, to the extent required, the right of reproduction, the right of editing, the right to online storage, transmission and reproduction as well as the database and archiving right.
14.3 Nelly reserves the right to aggregate non-personal data of the practice and its Users and to use it in this form for the purpose of demand-oriented design, further development and optimization of the platform as well as the provision of the service owed under the contract.
14.4 The patient education forms provided in the "Patient Education" module are protected by copyright. In addition, rights to the patient education forms provided are protected in types of use that were still unknown at the time the contract was concluded. Any reproduction, modification or editing (including excerpts) by mechanical, digital or other means is prohibited. Furthermore, the publication and distribution in digital or analog form on image, data and sound carriers of any kind and to reproduce and distribute them in turn are also prohibited. The reading of data from the platform with technical aids such as or saving the content in database systems is not permitted.
15. notes on the use of the contents of the "patient education" module
15.1 Nelly offers the practice patient education forms for physicians in the "Patient Education" module in the form of EDP-supported solutions (software). These merely serve to support the individual educational discussion to be conducted in each case by the person obliged to provide the information and cannot replace it.
15.2 The responsibility for a complete and accurate patient education therefore remains exclusively with the legal duty to inform, even when using the patient education media. It is clarified that the use of the patient education forms stored in the patient education module does not replace the duty of the duty to inform of the duty to inform and also does not become the subject matter of the contract between Nelly and the practice.
15.3 The practice and the person obliged to provide information are advised that the content and scope of the medical duty to provide information are subject to constant change, in particular due to the legal and professional requirements for the duty to provide information, and new findings that require extended information (e.g. about new or newly identified treatment risks and new treatment methods).
15.4 The frequency data used in the patient information forms, such as "frequently", "rarely", etc., for the complications/risks mentioned therein only reflect a general assessment by the authors of the patient information forms, which refer to a medical intervention performed lege artis. Among other things, they do not correspond to the statistical information on side effects of drugs in package inserts. In the case of frequency information, the physician must always take into account the individual characteristics of the patient in the patient information discussion. Nelly patient information forms are for exclusive use in the Federal Republic of Germany.
16. limitation of liability
16.1 Insofar as Nelly provides the practice with access to websites, APIs, databases or other infrastructures of third parties, Nelly shall neither be responsible for their availability nor for contents obtained therefrom (in particular content or quality of data). Nelly's liability for damages to the practice resulting therefrom is therefore excluded to the extent permitted by law.
16.2 Nelly shall be liable for damages insofar as these were caused intentionally or by gross negligence on the part of Nelly or result from Nelly's breach of obligations, the fulfillment of which is essential for the proper performance of this contract and on the compliance with which the practice may rely, so-called material contractual obligations. Except in the case of intent or gross negligence, Nelly's liability for material contractual obligations shall be limited to the amount of damages typically foreseeable at the time of the conclusion of the contract.
16.3 Apart from that, Nelly's liability is excluded, irrespective of its legal basis, unless Nelly is compulsorily liable by law, in particular due to injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or according to the Product Liability Act. Guarantees by Nelly are in principle only made in writing and are designated as such.
16.4 The limitations of liability of the preceding paragraphs shall also apply to claims against legal representatives, executives, employees and agents as well as other vicarious agents of Nelly.
17.secrecy
17.1 The parties undertake to treat as confidential all confidential information of the other party, for example of a technical, commercial or organizational nature, of which they become aware during the performance of the license agreement and to use it only for contractually agreed purposes. The duty of confidentiality shall not apply to such persons who are authorized to take cognizance and are legally or contractually bound to secrecy or if the other party has consented to the disclosure.
17.2 Confidential information within the meaning of this provision shall be practice content, documents, details, data and information which are designated as confidential or which by their nature are to be regarded as confidential. The term Confidential Information shall not include such information which (i) is or becomes in the public domain or in the public domain (unless due to a breach of this Agreement by the Receiving Party or any of its Representatives); (ii) was already lawfully in the Receiving Party's possession without any obligation of confidentiality before it received it from the Disclosing Party; or (iii) was received from a third party who is entitled to disclose such information without restriction.
17.3 If a party is obliged to make confidential information of the other party available to a public body in the aforementioned sense, it shall be entitled to do so; the other party shall be informed immediately and, if possible, before the information is released to the public body.
17.4 The rights and obligations under this Clause 15 shall not be affected by any termination of this Agreement.
18.data protection
18.1 Nelly knows and respects the special need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection provisions. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
18.2 The practice is responsible for obtaining the necessary declarations of consent from the users of the platform and their patients for the processing of personal data via the platform. In addition, the practice is obligated to comply with the specifications from Appendix 2.
18.3 Nelly shall take technical and organizational measures to protect the data against unauthorized access and for daily data backup. Details result from the agreement on commissioned data processing in Annex 1.
18.4 Upon termination of the User Agreement, Nelly shall, at the option of the Practice, delete or surrender to the Practice all Personal Data and irrevocably delete any existing copies of the Data.
19. final provisions
19.1 The provisions of the contract of use shall replace all oral or written agreements between the parties. Amendments or supplements to the license agreement - including this written form clause - and its annexes must be made in writing to be effective.
19.2 The contract of use shall be governed in application and interpretation exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.
19.3 To the extent permitted by law, Berlin is agreed as the exclusive place of jurisdiction for all claims arising from and in connection with the User Agreement.
The following terms of use for Nelly Solutions apply to contracts entered into on or after 04/08/2023. In the bottom section of this page you will find those general terms of use for contracts concluded before 04.08.2023.
(hereafter "Terms of Use")
1. scope
2. subject matter of the contract
3. conclusion of contract
4. functions of the platform
5. access to the platform
6. practice contents and data
7. digital signatures and patient data
8. tablets
9. payment processing
In all cases, Nelly creates the invoices through a platform function and delivers them to the patient on behalf of the practice.
10. participation of the practice
11. availability
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
12. contract duration
13. compensation
14. rights of use
15. notes on the use of the contents of the "patient education" module
16. limitation of liability
17. secrecy
18. data protection
19. final provisions
The following Terms of Use for Nelly Solutions apply to contracts entered into from 05/24/2023 to 08/03/2023. In the bottom section of this page you can find those general terms of use for contracts concluded before 24.05.2023.
(hereafter "Terms of use").
1 Scope
1.1 These are the terms of use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and medical practices (hereinafter "practices") that wish to use the Nelly Solutions software (hereinafter "platform") and that conclude a corresponding user agreement with Nelly (hereinafter "user agreement").
1.2 Deviating, conflicting or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement of consent also applies if Nelly begins with the performance of services in knowledge of the general terms and conditions of a practice.
2 Subject matter of the contract
2.1 Nelly offers the Platform as a cloud-based software-as-a-service solution for practices. Via the platform, practices can
2.2 Nelly does not provide any documents, data or other content to the practices themselves, but offers a software solution for organizing and editing practice-owned content that can be uploaded to the platform by practice employees (hereinafter "Users") (hereinafter "Practice Content").
2.3 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection regulations as well as on the basis of the agreement on commissioned data processing concluded with the practice.
3 Conclusion of contract
3.1 Nelly shall submit an offer to the practice regarding the use of the platform (hereinafter "Offer"). The offer defines in particular the term of the contract, the agreed scope of services and the remuneration to be paid by the practice.
3.2 The fee-based contract of use between Nelly and the practice comes into effect when the offer signed by the practice is received by Nelly. Nelly shall thereupon confirm the conclusion of the contract to the practice in writing or by e-mail.
4 Functions of the platform
4.1 Nelly allows the practice to access the modules selected in the offer.
4.2 Unless otherwise agreed by the Parties in the User Agreement, the modules mentioned shall comprise the following functions:
(a) Medical History Module:
(b) Variable Documents Module:
(c) Payment processing module, on behalf of the practice:
(d) Invoice Dispatch Module:
4.3 In all modules, users can upload or create their own practice content on the platform and complete it based on transmitted and/or Nelly-collected data and signatures of patients according to clauses 6, or 7. Users can then manage and archive the documents via the platform.
4.4 Further services are not owed by Nelly. In particular, Nelly is not obligated to check whether the intended use of the Practice Content for the Practice's own purposes is lawful.
4.5 Nelly may update and further develop the platform at any time and adapt it in particular due to a changed legal situation, technical developments or to improve IT security. In doing so, Nelly will adequately consider the legitimate interests of the practice and inform the practice in due time about necessary updates.
4.6 Nelly does not owe a customization to the individual needs or IT environment of the practice, unless the parties have agreed otherwise in the offer.
4.7 Due to the performance of necessary maintenance work and improvements, the platform or individual functions may not be available for a short period of time. In this case, Nelly shall take into account the legitimate interests of the practice, in particular by providing advance information in a timely manner. The claim to use the platform exists only according to the current state of the art and the availability mentioned in clause 11.
5 Access to the platform
5.1 The platform is accessed via Internet browser. The practice itself must ensure a sufficient Internet connection. The practice is responsible for compliance with the system requirements necessary for the use of the platform, in particular with regard to an up-to-date operating system and browser.
5.2 The number of authorized users within the practice is specified in the offer. The practice may only grant access to the platform to persons who are employed by the practice, including temporary staff.
5.3 If the practice wishes to grant access to the platform to persons outside its organization (hereinafter "external users"), it must first obtain Nelly's express consent in text form. Consent for External Users named in the Offer shall be deemed granted. External Users may use the functions of the Platform in the same way as practice-internal Users. They shall be deemed vicarious agents of the practice within the meaning of § 278 BGB. The practice will indemnify Nelly against all claims of third parties which these third parties assert against Nelly due to violations of contractual or legal obligations in connection with the implementation of this user agreement, provided that external users are responsible for these violations.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice violates statutory provisions or the obligations under this agreement or is in default with the payment of a fee. Nelly will consider the legitimate interests of the practice when deciding on a block, in particular whether there are indications that the practice is not at fault for the violation. Nelly will lift the block as soon as the violation or default has ended.
6 Practical contents and data
6.1 Users may upload practice content (including, in particular, practice documents, practice data and patient data) to the platform and use and edit it on the platform.
6.2 The practice warrants that the execution of the contract with respect to all contributions uploaded by its users on the platform (in particular practice content and other data) does not conflict with any third party rights.
6.3 The practice shall indemnify Nelly from all claims of third parties resulting from a contractual use of practice contents or other data by Nelly which originate from the sphere of the practice. In this respect, the practice shall also bear the costs of a necessary legal defense of Nelly.
7 Digital signatures and patient data
7.1 The practice has the option via a function of the platform to obtain signatures of its patients on certain documents as digital signatures. In this case, Nelly shall enter into direct contact with the respective patient on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself. The practice guarantees that the establishment of contact by Nelly and the obtaining of signatures and declarations of consent by Nelly in accordance with the contract do not violate any rights of third parties. This applies in particular to data protection requirements.
7.2 Nelly warrants that Nelly can, if required, provide the practice with user data in relation to each digital signature obtained by Nelly on the basis of the user agreement, with the help of which it can be clearly determined which person made the respective digital signature. If it is not possible to determine the person, Nelly shall compensate the practice for the damage incurred by the practice as a result.
8 Tablets
8.1 If agreed in the Offer, Nelly shall provide the Practice with tablets for the term of the Agreement on which the Practice can enable its patients to fill out and sign documents of the Practice. For this, the practice shall pay the rental fee specified in the offer.
8.2 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract period.
8.3 If the practice determines that a tablet is not functioning properly, the practice is obligated to inform Nelly of this in text form. Upon Nelly's request, the practice is also obligated to return a tablet to Nelly at Nelly's expense in such a case.
8.4 In the event of damage to the tablet, Nelly shall charge the practice a flat fee of EUR 30, unless the practice is not responsible for the damage or functional impairment of the tablet.
9 Payment processing
9.1 Nelly enables the billing and payment processing of treatments performed for private patients and self-paying patients. For the collection of payment data, Nelly enters into direct contact with the respective patient via the platform on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself.
9.2 The invoice shall be issued in the manner specified in the offer,
In all cases, Nelly creates the invoices through a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Stripe Inc., 354 Oyster Point Boulevard, South San Francisco, California, 94080, USA ("Stripe"). All services associated with payment processing are performed on behalf of the Practice. It is a condition of payment processing that the Practice enters into a Connected Account Agreement with Stripe, as set forth in the Proposal.
9.4 The Patient shall pay the invoice amount directly to Stripe. The payment methods specified in the Offer are available to the Patient for this purpose. Stripe will forward the payment amount received, less the Nelly and Stripe fees specified in the Offer, to the Practice. Nelly does not have access to the invoice amount paid by the patient at any time.
10 Participation of the practice
10.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and fed into the platform. This also applies in particular to all data that the practice transmits to Nelly for billing purposes.
10.2 In the event of errors in the practice content or other data, the practice shall inform Nelly thereof without delay.
10.3 Likewise, the practice shall inform Nelly immediately about defects and malfunctions of the platform and explain the detailed circumstances. Nelly will then remedy defects within a reasonable period of time. Nelly is entitled to remedy defects by a work-around solution if the cause of the defect itself can only be remedied with disproportionate effort and the usability of the platform is not significantly impaired.
11 Availability
11.1 Nelly shall provide the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, the platform is available between 8:00 a.m. and 6:00 p.m. CET or CEST on all calendar days with the exception of Saturdays, Sundays, nationwide public holidays and with the exception of December 24 and 31 of each year (operating hours).
11.2 Nelly grants a minimum technical availability of the Platform of 99% during the Operating Hours. The availability, expressed as a percentage, is calculated as follows:
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
11.3 Service interruptions shall be remedied by Nelly within one week at the latest.
11.4 The platform is available around the clock.
12 Contract duration
12.1 The User Agreement shall have the term agreed between the Parties in the Offer. Within this contract term, either party may terminate the contract by giving three (3) months' notice to the end of the month. If the User Agreement is not terminated by either party at least three (3) months prior to the expiration of its term, it shall be automatically extended by the originally agreed term, unless otherwise agreed in the offer.
12.2 The right of both parties to terminate without notice for good cause remains unaffected. Good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this.
12.3 Notices of termination must always be in text form.
13 Compensation
13.1 The remuneration to be paid by the practice is specified in the offer.
13.2 All remunerations stated in the offer or in these Terms of Use shall be exclusive of the statutory value added tax.
13.3 Unless otherwise expressly agreed in the offer, the remuneration is due for payment within fourteen days after Nelly has issued the invoice. Unless otherwise agreed in the offer, Nelly shall invoice the services on a monthly basis.
13.4 Nelly's claim to remuneration shall arise upon conclusion of this User Agreement and shall be independent of whether the practice actually makes use of or uses the agreed services.
14 Rights of use
14.1 Nelly grants the Practice the non-exclusive, non-transferable and non-sublicensable right to use the Platform for the duration of the User Agreement for the purpose provided for in the User Agreement and with the number of Users specified in the Offer.
14.2 The practice grants Nelly the free, non-exclusive, non-sublicensable and non-transferable rights of use to all practice content required for the intended use of the platform (in particular for the provision of the functions specified in the offer), in particular, to the extent required, the right of reproduction, the right of editing, the right to online storage, transmission and reproduction as well as the database and archiving right.
14.3 Nelly reserves the right to aggregate non-personal data of the practice and its Users and to use it in this form for the purpose of demand-oriented design, further development and optimization of the platform as well as the provision of the service owed under the contract.
15 Limitation of liability
15.1 Insofar as Nelly provides the practice with access to websites, APIs, databases or other infra structures of third parties, Nelly shall neither be responsible for their availability nor for contents obtained therefrom (in particular content or quality of data). Nelly shall therefore not be liable for any resulting damages to the practice, to the extent permitted by law.
15.2 Nelly shall be liable for damages insofar as these were caused intentionally or by gross negligence on the part of Nelly or result from Nelly's breach of obligations, the fulfillment of which is essential for the proper performance of this contract and on the compliance with which the practice may rely, so-called material contractual obligations. Except in the case of intent or gross negligence, Nelly's liability for material contractual obligations shall be limited to the amount of damages typically foreseeable at the time of the conclusion of the contract.
15.3 In all other respects, liability of Nelly is excluded, regardless of its legal basis, unless Nelly is compulsorily liable by law, in particular due to injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by Nelly are in principle only made in writing and are designated as such.
15.4 Nelly's strict warranty liability for initial defects pursuant to § 536a para. 1 1st Alt. BGB (German Civil Code) is excluded - unless it is a matter of injury to life, body, health or material contractual obligations. Otherwise, a claim for damages of the practices for initial defects exists only if Nelly is responsible for their existence or non-elimination.
15.5 The limitations of liability of the preceding paragraphs shall also apply to claims against legal representatives, executives, employees and agents as well as other vicarious agents of Nelly.
16 Secrecy
16.1 The parties undertake to treat as confidential all confidential information of the other party, for example of a technical, commercial or organizational nature, of which they become aware during the performance of the license agreement and to use it only for contractually agreed purposes. The duty of confidentiality shall not apply to such persons who are authorized to take cognizance and are legally or contractually bound to secrecy or if the other party has consented to the disclosure.
16.2 Confidential information within the meaning of this provision shall be practice content, documents, details, data and information which are designated as confidential or which by their nature are to be regarded as confidential. The term Confidential Information shall not include such information that (i) is or becomes in the public domain or in the public domain (unless due to a breach of this Agreement by the Receiving Party or any of its Representatives); (ii) was already lawfully in the Receiving Party's possession without any obligation of confidentiality prior to its receipt from the Disclosing Party; or (iii) was received from a third party that is entitled to disclose such information without restriction.
16.3 If a party is obligated to make confidential information of the other party available to a public body in the aforementioned sense or if an exception pursuant to Section 5 of the German Business Secrets Act applies, this shall not constitute a breach of this confidentiality obligation; however, the other party shall be informed immediately and, if possible, before the information is released to the public body.
16.4 The rights and obligations under this Clause 16 shall not be affected by any termination of this Agreement.
17 Data protection
17.1 Nelly knows and respects the special need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection provisions. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
17.2 The Practice is responsible for obtaining the necessary declarations of consent from the Users of the Platform and their patients for the processing of personal data via the Platform.
17.3 Nelly shall take technical and organizational measures to protect the data against unauthorized access and for daily data backup. Details result from the agreement on commissioned data processing in Annex 1.
18 Final provisions
18.1 The provisions of the contract of use shall replace all oral or written agreements between the parties. Amendments or supplements to the license agreement - including this written form clause - and its annexes must be made in writing to be effective.
18.2 The User Agreement shall be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
18.3 To the extent permitted by law, Berlin is agreed as the exclusive place of jurisdiction for all claims arising from the usage agreement.
Status: December 2022
(hereafter "Terms of Use")
1. scope
1.1 These are the terms of use of Nelly Solutions GmbH, (hereinafter "Nelly"). They govern the business relationship between Nelly and medical practices (hereinafter "practices") that wish to use the Nelly Solutions software (hereinafter "platform") and that conclude a corresponding user agreement with Nelly (hereinafter "user agreement").
1.2 Deviating, conflicting or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement of consent also applies if Nelly begins with the performance of services in knowledge of the general terms and conditions of a practice.
2. subject matter of the contract
2.1 Nelly offers the Platform as a cloud-based software-as-a-service solution for practices. Via the platform, practices can
(a) Collect and manage patient data for digital patient recording (hereinafter "Medical History Module");
(b) Create standardized, dynamic documents and enter into individual contracts with patients (hereinafter "Variable Documents Module");
(c) collect and manage patient payment data, bill treatments, and process payments (hereinafter "Payment Processing Module").
2.2 Nelly provides, but offers a software solution for organizing and editing practice-owned content that can be uploaded to the platform by employees of the practice (hereinafter "Users") (hereinafter "Practice Content").
2.3 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection regulations as well as on the basis of the agreement on commissioned data processing concluded with the practice. Annex 2 contains further requirements for the protection of personal data that must be observed by the practice.
3. conclusion of contract
3.1 Nelly shall submit an offer to the practice regarding the use of the platform (hereinafter "Offer"). The offer defines in particular the term of the contract and the remuneration to be paid by the practice.
3.2 The fee-based contract of use between Nelly and the practice comes into effect when the offer signed by the practice is received by Nelly. Nelly shall thereupon confirm the conclusion of the contract to the practice in writing or by e-mail.
4. functions of the platform
4.1 Nelly allows the practice to access the modules selected in the offer.
4.2 Unless otherwise agreed by the Parties in the User Agreement, the aforementioned modules shall include the following functions:
(a) Medical History Module:
(b) Variable Documents Module:
(c) Payment processing module, on behalf of the practice:
4.3 In all modules, Users can upload or create their own practice content on the platform and complete it based on transmitted and/or Nelly-collected data and signatures of the patients in accordance with Sections 6, 7 or 8. Users can then manage and archive the documents via the platform.
4.4 Further services are not owed by Nelly. In particular, Nelly is not obligated to check whether the intended use of the Practice Content for the Practice's own purposes is lawful.
4.5 Due to the performance of necessary maintenance work and improvements, the platform or individual functions may not be available for a short period of time. In this case, Nelly shall take into account the legitimate interests of the practice, in particular by providing advance information in a timely manner. The claim to use the platform exists only according to the current state of the art and the availability mentioned in clause 11.
5. access to the platform
5.1 The platform is accessed via Internet browser. The practice itself must ensure a sufficient Internet connection. The practice is responsible for compliance with the system requirements necessary for the use of the platform, in particular with regard to an up-to-date operating system and browser.
5.2 The number of authorized users within the practice is specified in the offer. The practice may only grant access to the platform to persons who are employed by the practice, including temporary staff.
5.3 If the practice wishes to grant access to the platform to persons outside its organization (hereinafter "external users"), it must first obtain Nelly's express consent in text form. Consent for External Users named in the Offer shall be deemed granted. External Users may use the functions of the Platform in the same way as practice-internal Users. They shall be deemed vicarious agents of the practice within the meaning of § 278 BGB. The practice will indemnify Nelly against all claims of third parties which these third parties assert against Nelly due to violations of contractual or legal obligations in connection with the implementation of this user agreement, provided that external users are responsible for these violations.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice violates statutory provisions or the obligations under this agreement or is in default with the payment of a fee. Nelly will consider the legitimate interests of the practice when deciding on a block, in particular whether there are indications that the practice is not at fault for the violation. Nelly will lift the block as soon as the violation or default has ended.
6. practice contents and data
6.1 Users may upload practice content (including, in particular, practice documents, practice data and patient data) to the platform and use and edit it on the platform.
6.2 The practice warrants that the execution of the contract with respect to all contributions uploaded by its users on the platform (in particular practice content and other data) does not conflict with any third party rights.
6.3 The practice shall indemnify Nelly from all claims of third parties resulting from a contractual use of practice contents or other data originating from its sphere. In this respect, the practice shall also bear the costs of a necessary legal defense of Nelly.
7. digital signatures and patient data
7.1 The practice has the option via a function of the platform to obtain signatures of its patients on certain documents as digital signatures. In this case, Nelly shall enter into direct contact with the respective patient on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself. The practice guarantees that the establishment of contact by Nelly and the obtaining of signatures by Nelly in accordance with the contract does not violate any rights of third parties. This applies in particular to data protection requirements.
7.2 Nelly warrants that Nelly can, if required, provide the practice with user data in relation to each digital signature obtained by Nelly on the basis of the user agreement, with the help of which it can be clearly determined which person made the respective digital signature. If it is not possible to determine the person, Nelly shall compensate the practice for the damage incurred by the practice as a result.
8. tablets
8.1 If agreed in the Offer, Nelly shall provide the Practice with tablets for the term of the Agreement on which the Practice can enable its patients to fill out and sign documents of the Practice. For this, the practice shall pay the rental fee specified in the offer.
8.2 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract period.
8.3 If the practice determines that a tablet is not functioning properly, the practice is obligated to inform Nelly of this in text form. Upon Nelly's request, the practice is also obliged to return a tablet to Nelly at Nelly's expense in such a case.
8.4 In the event of damage to or functional impairment of the tablet, Nelly shall charge the Practice a flat fee of EUR 30, unless the Practice is not responsible for the damage or functional impairment of the tablet.
9. payment processing
9.1 Nelly enables the billing and payment processing of treatments performed for private patients and self-paying patients. For the collection of payment data, Nelly enters into direct contact with the respective patient via the platform on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself.
9.2 The invoice shall be issued in the manner specified in the offer by choice.
(a) manually by the practice via the platform or the practice's practice management system, which is linked to the platform via an interface;
(b) by Nelly on behalf of and on the individual behalf of the Practice; or
(c) by Nelly in the name of and on behalf of the Practice through an interface that automatically transmits billing data to Nelly on a regular basis.
In all cases, Nelly creates the invoices through a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Stripe Inc., 354 Oyster Point Boulevard, South San Francisco, California, 94080, USA ("Stripe"). All services associated with payment processing are performed on behalf of the Practice. It is a condition of payment processing that the Practice enters into a Connected Account Agreement with Stripe, as set forth in the Proposal.
9.4 The Patient shall pay the invoice amount directly to Stripe. The payment methods specified in the Offer are available to the Patient for this purpose. Stripe will forward the payment amount received, less the Nelly and Stripe fees specified in the Offer, to the Practice. Nelly does not have access to the invoice amount paid by the patient at any time.
10. participation of the practice
10.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and fed into the platform. This also applies in particular to all data that the practice transmits to Nelly for billing purposes.
10.2 In the event of errors in the practice content or other data, the practice shall inform Nelly thereof without delay.
10.3 Likewise, the practice shall inform Nelly immediately about defects and malfunctions of the platform and explain the detailed circumstances. Nelly will then remedy defects within a reasonable period of time. Nelly is entitled to remedy defects by means of a workaround solution if the cause of the defect itself can only be remedied with disproportionate effort and the usability of the platform is not significantly impaired.
11. availability
11.1 Nelly shall provide the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, the platform is available between 8:00 a.m. and 6:00 p.m. CET or CEST on all calendar days with the exception of Saturdays, Sundays, nationwide public holidays and with the exception of December 24 and 31 of each year (operating hours).
11.2 Nelly grants a minimum technical availability of the Platform of 99% during the Operating Hours. The availability, expressed as a percentage, is calculated as follows:
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
11.3 Service interruptions shall be remedied by Nelly within one week at the latest.
11.4 The platform is available around the clock.
12. contract duration
12.1 The User Agreement shall have the term specified in the offer. The contract shall be automatically extended by a further six months 30 days before expiry if the contract has not previously been terminated in writing by one of the parties. In the first 30 days after the agreed onboarding date, the contract can be terminated by either party at any time. This applies insofar as no other agreement has been made between the parties.
12.2 The right of both parties to terminate without notice for good cause remains unaffected. Good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this. Good cause for termination by Nelly shall also exist if the practice does not comply with the specifications in Annex 2.
12.3 Terminations must always be made in writing.
13. compensation
13.1 The remuneration to be paid by the practice is specified in the offer.
13.2 All remunerations stated in the offer or in these Terms of Use shall be exclusive of the statutory value added tax.
13.3 Unless otherwise expressly agreed in the offer, the remuneration shall be due for payment within fourteen days after Nelly has issued the invoice.
13.4 Nelly's claim to remuneration shall arise upon conclusion of this User Agreement and shall be independent of whether the practice actually makes use of or uses the agreed services.
14. rights of use
14.1 Nelly grants the Practice the non-exclusive, non-transferable and non-sublicensable right to use the Platform for the duration of the User Agreement for the purpose provided for in the User Agreement and with the number of Users specified in the Offer.
14.2 The practice grants Nelly the free, non-exclusive, non-sublicensable and non-transferable rights of use to all practice content required for the intended use of the platform (in particular for the provision of the functions specified in the offer), in particular, to the extent required, the right of reproduction, the right of editing, the right to online storage, transmission and reproduction as well as the database and archiving right.
14.3 Nelly reserves the right to aggregate non-personal data of the practice and its Users and to use it in this form for the purpose of demand-oriented design, further development and optimization of the platform as well as the provision of the service owed under the contract.
15. limitation of liability
15.1 Insofar as Nelly provides the Practice with access to websites, APIs, databases or other infrastructures of third parties, Nelly shall neither be responsible for their availability nor for contents obtained therefrom (in particular content or quality of data). Nelly's liability for damages to the practice resulting therefrom is therefore excluded to the extent permitted by law.
15.2 Nelly shall be liable for damages insofar as these were caused intentionally or by gross negligence on the part of Nelly or result from Nelly's breach of obligations, the fulfillment of which is essential for the proper performance of this contract and on the compliance with which the practice may rely, so-called material contractual obligations. Except in the case of intent or gross negligence, Nelly's liability for material contractual obligations shall be limited to the amount of damages typically foreseeable at the time of the conclusion of the contract.
15.3 In all other respects, liability of Nelly is excluded, regardless of its legal basis, unless Nelly is compulsorily liable by law, in particular due to injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by Nelly are in principle only made in writing and are designated as such.
15.4 The limitations of liability of the preceding paragraphs shall also apply to claims against legal representatives, executives, employees and agents as well as other vicarious agents of Nelly.
16. secrecy
16.1 The parties undertake to treat as confidential all confidential information of the other party, for example of a technical, commercial or organizational nature, of which they become aware during the performance of the license agreement and to use it only for contractually agreed purposes. The duty of confidentiality shall not apply to such persons who are authorized to take cognizance and are legally or contractually bound to secrecy or if the other party has consented to the disclosure.
16.2 Confidential information within the meaning of this provision shall be practice content, documents, details, data and information which are designated as confidential or which by their nature are to be regarded as confidential. The term Confidential Information shall not include such information that (i) is or becomes in the public domain or in the public domain (unless due to a breach of this Agreement by the Receiving Party or any of its Representatives); (ii) was already lawfully in the Receiving Party's possession without any obligation of confidentiality prior to its receipt from the Disclosing Party; or (iii) was received from a third party that is entitled to disclose such information without restriction.
16.3 If a party is obliged to make confidential information of the other party available to a public body in the aforementioned sense, it shall be entitled to do so; the other party shall be informed immediately and, if possible, before the information is released to the public body.
16.4 The rights and obligations under this Clause 15 shall not be affected by any termination of this Agreement.
17. data protection
17.1 Nelly knows and respects the special need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection provisions. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
17.2 The Practice shall be responsible for obtaining the necessary declarations of consent from the users of the Platform and their patients to the
processing of personal data via the platform. In addition, the practice
obliged to comply with the specifications in Annex 2.
17.3 Nelly shall take technical and organizational measures to protect the data against unauthorized access and for daily data backup. Details result from the agreement on commissioned data processing in Annex 1.
17.4 Upon termination of the User Agreement, Nelly shall, at the option of the Practice, delete or surrender to the Practice all Personal Data and irrevocably delete any existing copies of the Data.
18. final provisions
18.1 The provisions of the contract of use shall replace all oral or written agreements between the parties. Amendments or supplements to the license agreement - including this written form clause - and its annexes must be made in writing to be effective.
18.2 The contract of use shall be governed in application and interpretation exclusively by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.
18.3 To the extent permitted by law, Berlin is agreed as the exclusive place of jurisdiction for all claims arising from and in connection with the User Agreement.
Die folgenden Nutzungsbedingungen für Nelly Solutions gelten für Verträge, die vor dem 24.05.2023 abgeschlossen wurden.
1 Scope
1.1 These are the terms of use of Nelly Solutions GmbH (hereinafter "Nelly"). They govern the business relationship between Nelly and medical practices (hereinafter "practices") that wish to use the Nelly Solutions software (hereinafter "platform") and that conclude a corresponding user agreement with Nelly (hereinafter "user agreement").
1.2 Deviating, conflicting or supplementary General Terms and Conditions of Practices shall only become part of the contract if Nelly has expressly agreed to their validity in text form. This requirement of consent also applies if Nelly begins with the performance of services in knowledge of the general terms and conditions of a practice.
2 Subject matter of the contract
2.1 Nelly offers the Platform as a cloud-based software-as-a-service solution for practices. Via the platform, practices can
2.2 Nelly does not provide any documents, data or other content to the practices themselves, but offers a software solution for organizing and editing practice-owned content that can be uploaded to the platform by practice employees (hereinafter "Users") (hereinafter "Practice Content").
2.3 Nelly pays particular attention to the high need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection regulations as well as on the basis of the agreement on commissioned data processing concluded with the practice.
3 Conclusion of contract
3.1 Nelly shall submit an offer to the practice regarding the use of the platform (hereinafter "Offer"). The offer defines in particular the term of the contract, the agreed scope of services and the remuneration to be paid by the practice.
3.2 The fee-based contract of use between Nelly and the practice comes into effect when the offer signed by the practice is received by Nelly. Nelly shall thereupon confirm the conclusion of the contract to the practice in writing or by e-mail.
4 Functions of the platform
4.1 Nelly allows the practice to access the modules selected in the offer.
4.2 Unless otherwise agreed by the Parties in the User Agreement, the modules mentioned shall comprise the following functions:
(a) Medical History Module:
(b) Variable Documents Module:
(c) Payment processing module, on behalf of the practice:
(d) Invoice Dispatch Module:
4.3 In all modules, users can upload or create their own practice content on the platform and complete it based on transmitted and/or Nelly-collected data and signatures of patients according to clauses 6, or 7. Users can then manage and archive the documents via the platform.
4.4 Further services are not owed by Nelly. In particular, Nelly is not obligated to check whether the intended use of the Practice Content for the Practice's own purposes is lawful.
4.5 Nelly may update and further develop the platform at any time and adapt it in particular due to a changed legal situation, technical developments or to improve IT security. In doing so, Nelly will adequately consider the legitimate interests of the practice and inform the practice in due time about necessary updates.
4.6 Nelly does not owe a customization to the individual needs or IT environment of the practice, unless the parties have agreed otherwise in the offer.
4.7 Due to the performance of necessary maintenance work and improvements, the platform or individual functions may not be available for a short period of time. In this case, Nelly shall take into account the legitimate interests of the practice, in particular by providing advance information in a timely manner. The claim to use the platform exists only according to the current state of the art and the availability mentioned in clause 11.
5 Access to the platform
5.1 The platform is accessed via Internet browser. The practice itself must ensure a sufficient Internet connection. The practice is responsible for compliance with the system requirements necessary for the use of the platform, in particular with regard to an up-to-date operating system and browser.
5.2 The number of authorized users within the practice is specified in the offer. The practice may only grant access to the platform to persons who are employed by the practice, including temporary staff.
5.3 If the practice wishes to grant access to the platform to persons outside its organization (hereinafter "external users"), it must first obtain Nelly's express consent in text form. Consent for External Users named in the Offer shall be deemed granted. External Users may use the functions of the Platform in the same way as practice-internal Users. They shall be deemed vicarious agents of the practice within the meaning of § 278 BGB. The practice will indemnify Nelly against all claims of third parties which these third parties assert against Nelly due to violations of contractual or legal obligations in connection with the implementation of this user agreement, provided that external users are responsible for these violations.
5.4 Nelly may temporarily block the practice's access to the platform if there are concrete indications that a practice violates statutory provisions or the obligations under this agreement or is in default with the payment of a fee. Nelly will consider the legitimate interests of the practice when deciding on a block, in particular whether there are indications that the practice is not at fault for the violation. Nelly will lift the block as soon as the violation or default has ended.
6 Practical contents and data
6.1 Users may upload practice content (including, in particular, practice documents, practice data and patient data) to the platform and use and edit it on the platform.
6.2 The practice warrants that the execution of the contract with respect to all contributions uploaded by its users on the platform (in particular practice content and other data) does not conflict with any third party rights.
6.3 The practice shall indemnify Nelly from all claims of third parties resulting from a contractual use of practice contents or other data by Nelly which originate from the sphere of the practice. In this respect, the practice shall also bear the costs of a necessary legal defense of Nelly.
7 Digital signatures and patient data
7.1 The practice has the option via a function of the platform to obtain signatures of its patients on certain documents as digital signatures. In this case, Nelly shall enter into direct contact with the respective patient on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself. The practice guarantees that the establishment of contact by Nelly and the obtaining of signatures and declarations of consent by Nelly in accordance with the contract do not violate any rights of third parties. This applies in particular to data protection requirements.
7.2 Nelly warrants that Nelly can, if required, provide the practice with user data in relation to each digital signature obtained by Nelly on the basis of the user agreement, with the help of which it can be clearly determined which person made the respective digital signature. If it is not possible to determine the person, Nelly shall compensate the practice for the damage incurred by the practice as a result.
8 Tablets
8.1 If agreed in the Offer, Nelly shall provide the Practice with tablets for the term of the Agreement on which the Practice can enable its patients to fill out and sign documents of the Practice. For this, the practice shall pay the rental fee specified in the offer.
8.2 The practice is obliged to return the tablets to Nelly at its own expense within one week after the end of the contract period.
8.3 If the practice determines that a tablet is not functioning properly, the practice is obligated to inform Nelly of this in text form. Upon Nelly's request, the practice is also obligated to return a tablet to Nelly at Nelly's expense in such a case.
8.4 In the event of damage to the tablet, Nelly shall charge the practice a flat fee of EUR 30, unless the practice is not responsible for the damage or functional impairment of the tablet.
9 Payment processing
9.1 Nelly enables the billing and payment processing of treatments performed for private patients and self-paying patients. For the collection of payment data, Nelly enters into direct contact with the respective patient via the platform on behalf of the practice. The contact is established via the patient's contact data provided by the practice or by the patient himself.
9.2 The invoice shall be issued in the manner specified in the offer,
In all cases, Nelly creates the invoices through a platform function and delivers them to the patient on behalf of the practice.
9.3 For payment processing, Nelly integrates the payment service provider Stripe Inc., 354 Oyster Point Boulevard, South San Francisco, California, 94080, USA ("Stripe"). All services associated with payment processing are performed on behalf of the Practice. It is a condition of payment processing that the Practice enters into a Connected Account Agreement with Stripe, as set forth in the Proposal.
9.4 The Patient shall pay the invoice amount directly to Stripe. The payment methods specified in the Offer are available to the Patient for this purpose. Stripe will forward the payment amount received, less the Nelly and Stripe fees specified in the Offer, to the Practice. Nelly does not have access to the invoice amount paid by the patient at any time.
10 Participation of the practice
10.1 The practice alone is responsible for the accuracy of the practice content and other data transmitted to Nelly and fed into the platform. This also applies in particular to all data that the practice transmits to Nelly for billing purposes.
10.2 In the event of errors in the practice content or other data, the practice shall inform Nelly thereof without delay.
10.3 Likewise, the practice shall inform Nelly immediately about defects and malfunctions of the platform and explain the detailed circumstances. Nelly will then remedy defects within a reasonable period of time. Nelly is entitled to remedy defects by a work-around solution if the cause of the defect itself can only be remedied with disproportionate effort and the usability of the platform is not significantly impaired.
11 Availability
11.1 Nelly shall provide the services specified in the offer during the agreed operating hours. Unless expressly agreed otherwise in the offer, the platform is available between 8:00 a.m. and 6:00 p.m. CET or CEST on all calendar days with the exception of Saturdays, Sundays, nationwide public holidays and with the exception of December 24 and 31 of each year (operating hours).
11.2 Nelly grants a minimum technical availability of the Platform of 99% during the Operating Hours. The availability, expressed as a percentage, is calculated as follows:
Total number of operating time minutes in a calendar month minus the total number of downtime minutes during operating time in the same calendar month divided by the total number of operating time minutes in the same calendar month.
11.3 Service interruptions shall be remedied by Nelly within one week at the latest.
11.4 The platform is available around the clock.
12 Contract duration
12.1 The User Agreement shall have the term agreed between the Parties in the Offer. Within this contract term, either party may terminate the contract by giving three (3) months' notice to the end of the month. If the User Agreement is not terminated by either party at least three (3) months prior to the expiration of its term, it shall be automatically extended by the originally agreed term, unless otherwise agreed in the offer.
12.2 The right of both parties to terminate without notice for good cause remains unaffected. Good cause for termination by Nelly exists in particular if unauthorized third parties gain access to the platform and the practice or its users are responsible for this.
12.3 Notices of termination must always be in text form.
13 Compensation
13.1 The remuneration to be paid by the practice is specified in the offer.
13.2 All remunerations stated in the offer or in these Terms of Use shall be exclusive of the statutory value added tax.
13.3 Unless otherwise expressly agreed in the offer, the remuneration is due for payment within fourteen days after Nelly has issued the invoice. Unless otherwise agreed in the offer, Nelly shall invoice the services on a monthly basis.
13.4 Nelly's claim to remuneration shall arise upon conclusion of this User Agreement and shall be independent of whether the practice actually makes use of or uses the agreed services.
14 Rights of use
14.1 Nelly grants the Practice the non-exclusive, non-transferable and non-sublicensable right to use the Platform for the duration of the User Agreement for the purpose provided for in the User Agreement and with the number of Users specified in the Offer.
14.2 The practice grants Nelly the free, non-exclusive, non-sublicensable and non-transferable rights of use to all practice content required for the intended use of the platform (in particular for the provision of the functions specified in the offer), in particular, to the extent required, the right of reproduction, the right of editing, the right to online storage, transmission and reproduction as well as the database and archiving right.
14.3 Nelly reserves the right to aggregate non-personal data of the practice and its Users and to use it in this form for the purpose of demand-oriented design, further development and optimization of the platform as well as the provision of the service owed under the contract.
15 Limitation of liability
15.1 Insofar as Nelly provides the practice with access to websites, APIs, databases or other infra structures of third parties, Nelly shall neither be responsible for their availability nor for contents obtained therefrom (in particular content or quality of data). Nelly shall therefore not be liable for any resulting damages to the practice, to the extent permitted by law.
15.2 Nelly shall be liable for damages insofar as these were caused intentionally or by gross negligence on the part of Nelly or result from Nelly's breach of obligations, the fulfillment of which is essential for the proper performance of this contract and on the compliance with which the practice may rely, so-called material contractual obligations. Except in the case of intent or gross negligence, Nelly's liability for material contractual obligations shall be limited to the amount of damages typically foreseeable at the time of the conclusion of the contract.
15.3 In all other respects, liability of Nelly is excluded, regardless of its legal basis, unless Nelly is compulsorily liable by law, in particular due to injury to life, body or health of a person, assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act. Guarantees by Nelly are in principle only made in writing and are designated as such.
15.4 Nelly's strict warranty liability for initial defects pursuant to § 536a para. 1 1st Alt. BGB (German Civil Code) is excluded - unless it is a matter of injury to life, body, health or material contractual obligations. Otherwise, a claim for damages of the practices for initial defects exists only if Nelly is responsible for their existence or non-elimination.
15.5 The limitations of liability of the preceding paragraphs shall also apply to claims against legal representatives, executives, employees and agents as well as other vicarious agents of Nelly.
16 Secrecy
16.1 The parties undertake to treat as confidential all confidential information of the other party, for example of a technical, commercial or organizational nature, of which they become aware during the performance of the license agreement and to use it only for contractually agreed purposes. The duty of confidentiality shall not apply to such persons who are authorized to take cognizance and are legally or contractually bound to secrecy or if the other party has consented to the disclosure.
16.2 Confidential information within the meaning of this provision shall be practice content, documents, details, data and information which are designated as confidential or which by their nature are to be regarded as confidential. The term Confidential Information shall not include such information that (i) is or becomes in the public domain or in the public domain (unless due to a breach of this Agreement by the Receiving Party or any of its Representatives); (ii) was already lawfully in the Receiving Party's possession without any obligation of confidentiality prior to its receipt from the Disclosing Party; or (iii) was received from a third party that is entitled to disclose such information without restriction.
16.3 If a party is obligated to make confidential information of the other party available to a public body in the aforementioned sense or if an exception pursuant to Section 5 of the German Business Secrets Act applies, this shall not constitute a breach of this confidentiality obligation; however, the other party shall be informed immediately and, if possible, before the information is released to the public body.
16.4 The rights and obligations under this Clause 16 shall not be affected by any termination of this Agreement.
17 Data protection
17.1 Nelly knows and respects the special need for protection of patient data. Nelly therefore treats personal data (in particular patient data) confidentially and in accordance with the statutory data protection provisions. The agreement on commissioned data processing in Annex 1 applies to the protection of personal data.
17.2 The Practice is responsible for obtaining the necessary declarations of consent from the Users of the Platform and their patients for the processing of personal data via the Platform.
17.3 Nelly shall take technical and organizational measures to protect the data against unauthorized access and for daily data backup. Details result from the agreement on commissioned data processing in Annex 1.
18 Final provisions
18.1 The provisions of the contract of use shall replace all oral or written agreements between the parties. Amendments or supplements to the license agreement - including this written form clause - and its annexes must be made in writing to be effective.
18.2 The User Agreement shall be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded.
18.3 To the extent permitted by law, Berlin is agreed as the exclusive place of jurisdiction for all claims arising from the usage agreement.