Terms of Use for the Online Platform of TechNurse GmbH

1. Operator

The website https://www.tech-nurse.com/ and the associated online platform are operated in Germany by: TechNurse GmbH (hereinafter: "TechNurse"), Kiem-Pauli-Straße 8, 84036 Landshut, Germany; Commercial Register of the Local Court of Landshut: HRB 14463; represented by its Managing Director Jonas Becker Bilić; VAT ID no.: DE 369790145; telephone: +49 152 29090430; email: info@tech-nurse.com.

2. Scope

2.1 The following Terms of Use apply to the use of the website https://www.tech-nurse.com/ and of the associated online platform by the respective users.

2.2 Conflicting, deviating or supplementary general terms and conditions of the users shall not become part of the contract unless TechNurse expressly consents to their application.

3. Subject matter of the platform; changes to the platform and to these Terms of Use

3.1 TechNurse's online platform serves the development and advancement of medical technology. It enables Practitioners (i.e. healthcare professionals such as nurses, physicians and other members of the healthcare professions) and Manufacturers (including manufacturers of medical devices and hospitals) to connect and get in touch with one another. Manufacturers can create projects and are given the opportunity to search among the Practitioners made available by TechNurse for suitable healthcare professionals for their project-related or regulatory-approval-related surveys, feedback interviews or prototype tests. The Manufacturers may then commission TechNurse's services by way of a separate agreement.

3.2 Practitioners and Manufacturers are jointly referred to as "Users".

3.3 TechNurse makes the online platform available to the Users. Users can register and use the platform in accordance with these Terms of Use. Use of the online platform is free of charge for Practitioners. For Manufacturers, use is subject to a fee.

3.4 TechNurse may further develop and change the online platform (including its appearance and its functions) to the extent that this is reasonable for the Users, taking into account the legitimate interests of both parties, in particular for technical or security-related reasons, in order to comply with legal or regulatory requirements, or in order to further develop the services.

3.5 TechNurse may amend these Terms of Use with effect for the future where there is an objective reason for doing so (in particular changes in legislation or case law, technical or functional developments, or the closing of gaps in the provisions) and the amendment is reasonable for the User. Users will be informed of amendments in text form (e.g. by email or via the online platform) at least six weeks before they take effect. An amendment shall be deemed approved if the User does not object to it in text form before it takes effect, provided that TechNurse has expressly drawn the User's attention to this legal consequence in the notification. If an amendment results in a material reduction of the services owed to a Manufacturer, the Manufacturer may terminate the user agreement without notice within four weeks of the amendment taking effect. The Practitioner's right of termination under Section 10.1 remains unaffected.

4. Registration, setting up the user account

4.1 TechNurse and the User conclude a contract on the use of the online platform (user agreement). It comes into existence upon the User's electronic registration. For this purpose and for setting up the user account, the User must provide complete and truthful information. The Practitioner must state, among other things, his or her personal data/contact details and professional experience. The Manufacturer must state, among other things, its name/company, website, legal representatives and, where applicable, its commercial register number and register court.

4.2 In order to log in and to access the user account, the User must provide an existing email address and choose a password.

4.3 By registering, the User agrees to these Terms of Use and confirms that the information provided upon registration is correct and complete. Use of the online platform presupposes acceptance of these Terms of Use.

4.4 Minors under the age of 18 are not permitted to use the platform.

4.5 TechNurse checks the data provided by the Users for accuracy to the extent that this is reasonably possible. There is no legal obligation to do so.

4.6 There is no entitlement to the opening of a user account. TechNurse may refuse the conclusion of the contract and the setting up of a user account for individual Users at its own discretion and without stating reasons.

5. Incorporation of the privacy policy

5.1 As part of the registration process, the User confirms that he or she has taken note of TechNurse's privacy policy.

5.2 The personal data which the Users provide during and after their registration and/or which TechNurse processes in the course of the use of the platform are processed in accordance with the applicable data protection laws and regulations, in particular the European General Data Protection Regulation (GDPR).

5.3 The provisions of TechNurse's privacy policy in the version applicable at the time of use of the online platform shall apply.

6. Electronic communication

Communication in connection with the use of the online platform takes place electronically. The User agrees to receive declarations, notices, publications and other communications relating to the user agreement by email to the email address provided by the User, or by electronic messages or other notices published on the online platform under the User's user account. Mandatory statutory provisions requiring a different form of communication remain unaffected.

7. Obligations of the User; protection of Practitioner data; fees for Manufacturers

7.1 The User must update without undue delay any changes to the data provided upon registration and required for the use of the online platform.

7.2 The User shall use the online platform exclusively within the framework of these Terms of Use and of the statutory provisions and shall not use it unlawfully.

7.3 Any use which is capable of causing harm to TechNurse, to other Users or to third parties is prohibited. In particular, it is prohibited:

a)  to publish pornographic, sexual, violence-glorifying, racist, inflammatory, discriminatory or insulting content;

b)  to distribute malware/viruses;

c)  to use the online platform or information obtained through it in order to solicit Practitioners or to engage or employ them outside the platform, circumventing TechNurse (see also Section 7 of the General Terms and Conditions for Businesses).

7.4 The Users shall respect and safeguard the personality rights and other protective rights of third parties (e.g. copyrights, trademark rights, etc.). The User must be the owner or the licensee of the content which he or she posts under his or her user account.

7.5 The Users shall maintain the confidentiality of the content of the individual Assignments (e.g. project-related or regulatory-approval-related surveys, feedback interviews or prototype tests).

7.6 Manufacturers may use personal data of Practitioners which are made accessible to them via the online platform (in particular names, profiles and contact details) exclusively for the initiation and performance of the specific project and in compliance with applicable data protection law. Any use going beyond this, in particular the disclosure of such data to third parties, its inclusion in the Manufacturer's own databases beyond the specific project, or contacting Practitioners outside the platform, requires the prior consent of TechNurse and of the Practitioner concerned. Non-commercial, project-related communication on the Practitioner's own initiative remains permissible; Sections 7.3 and 7.4 of the General Terms and Conditions for Businesses apply accordingly.

7.7 Use of the online platform is permitted only to the User itself and to the persons authorised by the User. They are obliged to keep the access data secret and to protect it against access by unauthorised third parties. They are solely responsible for restricting access to their devices (such as computers, tablets, mobile phones, etc.).

7.8 Should third parties nevertheless gain access to the User's user account, or should the User have other indications of misuse of his or her user account, the User must inform TechNurse without undue delay and change his or her access data. In the event of misuse, TechNurse reserves the right to block access.

7.9 The User is liable for damage incurred by the User, by other Users or by TechNurse as a result of misuse for which the User is responsible, in particular where the damage results from a failure to maintain secrecy, from the passing on or making available of access data, or from the use of the User's device.

7.10 The scope of services to which the Manufacturer is entitled under its subscription and the fee payable for the use of the online platform are governed separately in the user agreement.

7.10.1 The fee is payable in advance for the contract term and for the respective renewal periods.

7.10.2 The contract term and the renewal periods are governed by the user agreement.

7.10.3 Unless prices are expressly stated as gross prices, they are exclusive of the applicable statutory value added tax.

7.10.4 Invoices issued by TechNurse must be paid in full by the Manufacturer immediately upon receipt. Payment is possible by bank transfer or direct debit.

8. Availability of the online platform; liability of TechNurse in connection with the use of the online platform

8.1 TechNurse endeavours to keep the online platform available with a high level of reliability and will announce planned maintenance work in good time to the extent reasonably possible. However, TechNurse does not owe uninterrupted availability. Use of the online platform may be temporarily restricted in whole or in part for technical reasons, on account of maintenance work or for reasons outside TechNurse's control. Subject to Section 8.5, TechNurse is not liable for damage incurred by the User as a result of the unavailability of the online platform.

8.2 If the Manufacturer is in default of payment, TechNurse reserves the right to block the Manufacturer's access until payment has been made.

8.3 TechNurse may temporarily block the User's access to his or her user account in whole or in part or, as a last resort, delete the user account if:

a)  the User breaches these Terms of Use, in particular his or her obligations under Section 7;

b)  there is reasonable suspicion of misuse of the user account (cf. Section 7.8); or

c)  this is necessary in order to avert a danger to TechNurse's systems, to other Users or to third parties.

Unless immediate action is required (in particular in the case of serious breaches, security risks or legal obligations), TechNurse will inform the User in advance and give the User a reasonable opportunity to remedy the situation. Deletion of the user account simultaneously terminates the user agreement. If a Manufacturer's user agreement is terminated in this way for a reason for which the Manufacturer is responsible, the Manufacturer remains obliged to pay the agreed fee until the end of the agreed contract term; in this case, the contract is not automatically renewed.

8.4 Subject to Section 8.5, TechNurse is not liable for the completeness and accuracy of the information and content provided and published by the Users and made accessible on the online platform. The respective User is solely responsible for this. Likewise, TechNurse is not liable for damage caused by virus-infected data uploaded by Users.

8.5 TechNurse is liable without limitation for damage in connection with the use of the platform:

a)  resulting from injury to life, body or health;

b)  based on the non-compliance with a guarantee assumed by TechNurse or with warranted characteristics;

c)  based on fraudulently concealed defects;

d)  based on an intentional or grossly negligent breach of duty by TechNurse or by its legal representatives or vicarious agents.

8.6 In the event of a negligent breach of material contractual obligations, the breach of which jeopardises the achievement of the purpose of the contract, or of obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the User regularly relies, TechNurse is liable only for the damage typical for this type of contract and foreseeable.

9. Copyright, trademark and related rights

9.1 The Users remain the owners of all content which they post on the online platform.

9.2 The Users grant TechNurse a non-exclusive right of use to make this content accessible to other Users exclusively on the online platform; this applies in particular to the project descriptions. The right of use granted to TechNurse is free of charge.

9.3 This right of use ends when the User deletes the relevant content or closes his or her user account.

10. Termination, deletion of the user account

10.1 The Practitioner may terminate his or her user agreement at any time without stating reasons and delete his or her user account. The termination must be in text form.

10.2 The Manufacturer may terminate its user agreement with one month's notice as of the agreed end of the contract term and delete its user account. If the Manufacturer does not terminate, the contract is extended for an indefinite period and may be terminated with one month's notice. The termination must be in text form.

10.3 If no minimum term has been agreed, the Manufacturer may terminate the contract with one month's notice. The termination must be in text form.

10.4 TechNurse may terminate the user agreement with thirty (30) days' notice in text form. Assignments already confirmed at the time the notice of termination is received remain unaffected and will be completed in accordance with the General Terms and Conditions for Businesses. In the case of Manufacturers with an agreed minimum term, such termination takes effect at the earliest upon expiry of the minimum term.

10.5 The right to terminate for good cause, in particular pursuant to Section 3.5, remains unaffected.

11. Applicable law, place of performance

This contract is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Vis-à-vis consumers, this choice of law applies only to the extent that it does not deprive them of the protection afforded to them by mandatory provisions of the law of the country of their habitual residence. The place of performance is TechNurse's registered office.

12. Place of jurisdiction and dispute resolution

For businesses, merchants, legal entities under public law or special funds under public law, TechNurse's registered office is agreed as the place of jurisdiction. If the User is a consumer, the statutory provisions apply.

TechNurse is neither legally obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Section 36 (1) of the German Act on Alternative Dispute Resolution in Consumer Matters, VSBG).

13. Severability clause

Should individual or several provisions of these Terms of Use be or become wholly or partially invalid or unenforceable, the validity or enforceability of the remaining provisions of these Terms of Use shall remain unaffected.

(As of: 20.07.26)

Section 1   Contracting parties; scope

1.1 These General Terms and Conditions of TechNurse GmbH (hereinafter "TechNurse" or the "Service Provider") apply to all contracts concluded with companies, merchants, legal entities under public law or special funds under public law (hereinafter the "Customer").

1.2 Conflicting, deviating or supplementary general terms and conditions of the Customer shall not become part of the contract unless TechNurse expressly consents to their application.

1.3 By accepting contractual services under these terms and conditions for the first time, the Customer acknowledges their exclusive application to all further orders as well.

1.4 These General Terms and Conditions apply in addition to the Terms of Use for the online platform. In the event of a conflict, these General Terms and Conditions prevail with regard to Assignments within the meaning of Section 2.

Section 2   Subject matter of the services; status of the Practitioners

2.1 Via its online platform, TechNurse, as Service Provider, offers the Customer project-related services in the field of the development and evaluation of medical technology, in particular the preparation and performance of surveys, feedback interviews, usability tests and prototype tests as well as comparable advisory services (hereinafter "Assignments"). TechNurse provides these services through qualified members of the healthcare professions, i.e. nurses, physicians or other healthcare professionals (hereinafter "Practitioners").

2.2 Customers are typically manufacturers of medical devices (including their value chain) and hospitals which wish to commission suitable Practitioners via TechNurse for their project-related or regulatory-approval-related surveys, feedback interviews or prototype tests within the scope of their own projects.

2.3 The Practitioners act as self-employed professionals on behalf of TechNurse and do not enter into any contractual relationship with the Customer. They are not integrated into the Customer's work organisation and are not subject to any employment-law right of direction on the part of the Customer; the Customer may only give project-related professional instructions relating to the agreed subject matter of the Assignment. The parties agree that the services under these terms and conditions do not constitute the hiring-out of employees within the meaning of the German Act on Temporary Agency Work (AÜG).

2.4 TechNurse does not warrant that a particular number of Practitioners will be available for a project or that any particular business, regulatory or commercial outcome will be achieved. Section 4.7 remains unaffected.

Section 3   Conclusion of contract

3.1 In order for a contract to be concluded between the Customer and the Service Provider, the Customer must register in accordance with the Terms of Use for the online platform of TechNurse GmbH.

3.2 A contract between the parties is concluded as follows:

a)  the Customer posts a request with precise scheduling and professional specifications on TechNurse's online platform,

b)  TechNurse arranges an appointment with a suitable Practitioner, and

c)  TechNurse then confirms the order to the Customer in text form (e.g. by email or via the platform).

3.3 Presentations of services and Practitioners on the online platform are non-binding and merely constitute an invitation to the Customer to submit requests (invitatio ad offerendum).

Section 4   Remuneration; payment; set-off

4.1 For each Practitioner made available, the Customer shall pay TechNurse the remuneration stated on TechNurse's online platform or agreed for the respective Assignment.

4.2 The remuneration is invoiced upon completion of the Assignment (in the case of Assignments lasting more than one month: monthly) and is due for payment without deduction within thirty (30) days of receipt of the invoice.

4.3 Unless prices are expressly stated as gross prices, all prices are net prices plus the applicable statutory value added tax.

4.4 In the event of default in payment, TechNurse may demand default interest at the statutory rate for commercial transactions (Section 288 (2) of the German Civil Code) and withhold further services until all amounts due have been settled. Further statutory rights remain unaffected.

4.5 The Customer may set off only claims that are undisputed or have been established by a final and binding court decision. The Customer may exercise a right of retention only on account of counterclaims arising from the same contractual relationship.

4.6 If a project flat fee has been agreed, in particular in a cost estimate accepted by the Customer, it falls due in full as soon as TechNurse has proposed suitable Practitioners matching the requirement profile agreed for the project, irrespective of whether and how many of the proposed Practitioners the Customer actually commissions. Remuneration for individual Practitioners is incurred only for Practitioners actually commissioned.

4.7 If TechNurse is unable to propose the number of suitable Practitioners agreed in the accepted cost estimate, the project flat fee does not apply. In this case, the Customer pays only the agreed remuneration for the Practitioners actually made available and commissioned.

4.8 Appointments confirmed by both the Customer and the Practitioner concerned are binding. If the Customer reschedules a confirmed appointment, TechNurse may charge a flat rescheduling fee of EUR 30.00 per appointment. In the event of a no-show without prior notice, the full remuneration agreed for the appointment may be charged. The Customer remains entitled to prove that no damage or substantially lower damage has been incurred; in this case, the flat fee is reduced accordingly.

Section 5   Liability

5.1 The Service Provider is liable without limitation for damage in connection with the services which are the subject matter of the contract:

a)  resulting from injury to life, body or health;

b)  based on the non-compliance with a guarantee assumed by TechNurse or with warranted characteristics;

c)  based on fraudulently concealed defects;

d)  based on an intentional or grossly negligent breach of duty by the Service Provider or by its legal representatives or vicarious agents; and

e)  based on the fact that a confirmed Assignment appointment of the Practitioner is not kept for reasons within the Service Provider's sphere of responsibility. If a confirmed Assignment appointment of the Practitioner is not kept for reasons outside the Service Provider's control (e.g. illness), TechNurse may offer the Customer a replacement appointment. TechNurse is not liable if the Customer refuses to accept the replacement appointment.

5.2 In the event of a negligent breach by the Service Provider of material contractual obligations, the breach of which jeopardises the achievement of the purpose of the contract, or of obligations the fulfilment of which is essential for the proper performance of the contract and on the observance of which the Customer regularly relies, the Service Provider is liable only for the damage typical for this type of contract and foreseeable.

5.3 In all other respects, the Service Provider's liability for ordinary negligence is excluded.

5.4 Claims for damages by the Customer become time-barred twelve (12) months after the commencement of the statutory limitation period. This does not apply in the cases covered by Section 5.1 or to claims under the German Product Liability Act.

5.5 Neither party is liable for the non-performance of its contractual obligations, with the exception of payment obligations already due, to the extent and for as long as the non-performance is due to events outside its reasonable control, in particular natural disasters, epidemics, war, civil unrest, strikes, official orders or the failure of communication networks or of third-party inputs (force majeure). The affected party shall inform the other party without undue delay and shall use reasonable efforts to mitigate the effects; agreed deadlines are extended by the duration of the disruption. If an event of force majeure lasts longer than sixty (60) days, either party may terminate the affected Assignment in text form; in this case, the remuneration for the services rendered up to that point remains payable, and any further claims for damages on account of the force majeure event are excluded.

Section 6   Occupational safety; obligations of the Customer; Practitioner data

6.1 The Customer is obliged to exercise due care in matters arising from the performance of the Assignment at its premises (including external premises rented by the Customer).

6.2 The Customer shall further comply with the statutory occupational health and safety and accident prevention regulations, in particular in relation to the Practitioner. Before the start of the Assignment, the Customer shall inform the respective Practitioner of any hazards to safety and health to which he or she may be exposed when rendering the contractual services, as well as of the measures and facilities for averting such hazards.

6.3 Confidentiality is governed centrally: the Practitioners are bound to confidentiality vis-à-vis TechNurse, and the Customer's confidentiality interests are covered by the confidentiality agreement concluded between the Customer and TechNurse. The Customer will therefore not require separate confidentiality agreements from individual Practitioners outside the online platform. If the NDA option is activated for the project concerned on the online platform, the Customer and the Practitioner may conclude a project-related confidentiality agreement via the platform. The Customer may make audio and/or video recordings only with the prior consent of TechNurse and of the Practitioner concerned. After completion of the services rendered, TechNurse may verify with the individual Practitioner whether these obligations have been complied with.

6.4 The Customer shall use personal data of Practitioners made accessible to it exclusively for the performance of the specific Assignment and in compliance with applicable data protection law. The disclosure of such data to third parties and its use to contact Practitioners outside the platform are prohibited. Sections 7.3 and 7.4 remain unaffected.

6.5 Unless otherwise agreed in an individual case, all results and work products created specifically for the Customer within the scope of an Assignment (in particular interview results, analyses, feedback reports and test documentation) shall become the property of the Customer upon full payment of the agreed remuneration or, where a transfer is not legally possible, shall be licensed exclusively to the Customer without restriction as to time, territory or content. Neither TechNurse nor the Practitioners will use these results for other customers or for purposes outside the Assignment. The general skills, experience and know-how acquired by TechNurse and the Practitioners in performing Assignments remain unaffected, provided that no confidential information of the Customer is used.

Section 7   Non-solicitation; direct engagement; contractual penalty

7.1 During the term of the business relationship and for twelve (12) months after the last Assignment of the Practitioner concerned, the Customer shall not solicit any Practitioners made available to it by TechNurse with the aim of entering into a direct contractual relationship with them (in the form of a service, works or employment contract) circumventing TechNurse.

7.2 General job advertisements addressed to the public which are not specifically targeted at individual Practitioners do not constitute solicitation within the meaning of Section 7.1.

7.3 TechNurse recommends that any follow-up contact with a Practitioner going beyond the Assignment be handled via TechNurse or the online platform. The direct engagement or employment of a Practitioner within the period specified in Section 7.1 requires the prior consent of TechNurse and the consent of the Practitioner concerned; TechNurse's consent replaces neither the Practitioner's own decision nor any consent required under data protection law. Requests for consent must be submitted via the function provided for this purpose on the online platform or, where such a function is not available, in text form, in each case stating the Practitioner concerned, the project reference and the key terms of the intended engagement; TechNurse will respond within ten (10) business days, and consent will regularly be granted. Unless otherwise agreed in an individual case, consent is granted against payment of a placement fee amounting to ten times the Practitioner's hourly rate (fair market value) applicable on the online platform at the time of the request. A direct engagement affects neither the Practitioner's registration on the online platform nor his or her availability for other customers; it does not create any exclusivity in favour of the Customer.

7.4 Non-commercial communication with a Practitioner, i.e. communication which remains within the scope of the same project and does not give rise to any additional financial transaction or contractual relationship, does not constitute solicitation within the meaning of Section 7.1 and does not require prior consent; this applies in particular where the Practitioner approaches the Customer on his or her own initiative. This includes, in particular, written follow-up questions, expressions of thanks, the transmission of a summary of the project results or of project-related documents, as well as responding to the Practitioner's interest or questions. Documents shared remain subject to the applicable confidentiality obligations; Sections 6.4 and 8 remain unaffected. As soon as such communication is directed towards a remunerated engagement, Section 7.3 applies, irrespective of which party initiated the contact.

7.5 For each culpable breach of Section 7.1 or Section 7.3, the Customer shall pay a contractual penalty, the amount of which is determined by TechNurse at its reasonable discretion, taking into account the severity of the breach, and which may be reviewed by the competent court in the event of a dispute (Section 315 of the German Civil Code). The contractual penalty is set off against any claim for damages arising from the same breach; further claims, in particular for injunctive relief, remain unaffected.

Section 8   Data protection

8.1 As part of the registration on the Service Provider's online platform, the Customer confirms that it has taken note of TechNurse's privacy policy.

8.2 The processing of personal data which the Customer provides during and after registration and which TechNurse processes in the course of the use of the platform takes place in accordance with the applicable data protection laws and regulations, in particular the European General Data Protection Regulation (GDPR).

8.3 The provisions of TechNurse's privacy policy in the version applicable at the time of use of the online platform shall apply.

Section 9   Place of jurisdiction and applicable law

9.1 To the extent permitted by law, the parties agree on the exclusive jurisdiction of the courts in Landshut, Germany, for all disputes arising from and in connection with the conclusion and performance of the contract.

9.2 The contracts between the parties are governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Section 10   Final provisions

10.1 Should individual or several provisions of these General Terms and Conditions be or become wholly or partially invalid or unenforceable, the validity or enforceability of the remaining provisions shall remain unaffected.

10.2 Amendments to the contracts concluded via the Service Provider's online platform as well as any ancillary agreements must be made in text form.

10.3 The confidentiality obligations of the parties are governed by the separate confidentiality agreement between TechNurse and the Customer; in its absence, the statutory provisions apply (in particular the German Act on the Protection of Trade Secrets, GeschGehG).

(As of: 20.07.26)