| 1. The Agreement |
| These terms (the “Agreement”) apply to Teladoc Health Danmark A/S (“Teladoc Health”), CVR No. 41627425, Rønnegade 9, 1., 2100 Copenhagen Ø, and Teladoc Health’s healthcare services (the “Services”) to the customers (“End Customers”) of business clients (the “Client”), pursuant to referrals made by the Client. |
| Teladoc Health and the Client are each referred to as a “Party” and jointly as the “Parties.” |
| The Agreement applies to all assessments and assignments performed by Teladoc Health for the Client. |
| Regarding assessment tasks, the Agreement becomes binding for both Parties when Teladoc Health has received the assessment request from the Client, cf. Clause 3. Agreements concerning other assignments become binding for both Parties when the Client receives an order confirmation (the “Order”) including this Agreement and the order specifications, which is issued immediately following the Client’s order of the relevant task. |
| The Agreement is non‑exclusive, and neither Party is obligated to any minimum purchase or minimum delivery of Services under the Agreement. |
| The Client has received a copy of the Agreement upon commencement of the collaboration. |
| 2. The Service |
| Teladoc Health shall, at the Client’s expense, provide, inter alia, clinical assessments, preventive treatments, and rehabilitative interventions to End Customers pursuant to referrals made by the Client. |
| 3. Delivery |
| The Client will contact Teladoc Health with a request for an assessment of which Services are suitable in connection with the handling of a specific case for an End Customer. |
| Regarding assessment Services the Agreement shall be binding for both Parties once Teladoc Health has received the Client’s request. |
| Teladoc Health shall deliver the assessment to the Client within 14 calendar days of receiving the assignment. |
| If the Client approves Teladoc Health’s assessment, Teladoc Health shall issue the Order to the Client. |
| The Agreement regarding Teladoc Health’s delivery of the Service shall be binding between the Parties when the Client receives the Order. |
| Teladoc Health shall provide assessment assignments to the Client at a fixed price of currently DKK 2,500.00 excluding VAT. |
| Teladoc Health shall perform other assignments on a time‑and‑materials basis, as agreed for the specific Service in the Order. |
| Teladoc Health shall be entitled, at any time and without notice, to adjust the price for assessment assignments; provided, however, that any such price adjustment shall apply solely to assignments ordered after Teladoc Health has notified the Client of the price adjustment. |
| 4. Teladoc Health’s obligations |
| Teladoc Health shall perform the Service loyally, professionally, and in accordance with good industry practice, and shall comply with applicable laws and regulatory requirements. |
| Teladoc Health shall deliver the Service through highly qualified and experienced clinically trained personnel. |
| 5. The Customer’s obligations |
| The Client undertakes to provide the information necessary for Teladoc Health to be able to deliver the Service. |
| 6. Specific provisions regarding second medical opinions |
| Regarding second medical opinion assignments, the Client warrants that the results of the delivered Service are solely for the Client’s internal assessment of the Member’s insurance case. |
| Accordingly, the Client shall not use the results of the Service as a basis for denying insurance claims or in connection with any pending or future legal proceedings, arbitration proceedings, or other legal disputes, unless expressly agreed in writing with Teladoc Health prior to the delivery of the Service. |
| The Client also accepts that the End Customer receives the result of the second medical opinion service directly from Teladoc Health. |
| 7. Payment |
| Teladoc Health shall invoice the agreed fixed price for assessment Services following delivery of the assessment. |
| Teladoc Health shall invoice for the work relating to all other Services on a time‑and‑materials basis monthly. |
| All amounts are in Danish kroner (DKK) exclusive of VAT. |
| Some services are exempt from VAT. If this changes, VAT will be included from the day on which the VAT exemption is waived by law and the Customer will be informed as soon as possible. |
| Payment terms are net 8 days. |
| In the event of overdue payment, Teladoc Health shall be entitled to charge interest on the overdue amount at a rate of 2% for each commenced month until payment is made. |
| 8. Delay |
| Teladoc Health shall, in the Order, provide the Client with information on the expected delivery time for the specific Service. |
| The delivery time is an estimate. If Teladoc Health is unable to deliver the Service within the estimated delivery time, Teladoc Health shall notify the Client as soon as possible and provide a new estimated delivery time. |
| A justified adjustment of the delivery time by Teladoc Health due to circumstances that cannot solely be attributed to Teladoc Health’s acts or omissions shall not be regarded as a (material) delay, and the Client shall therefore not be entitled to invoke any remedies for breach as a consequence thereof. |
| 9. Breach and Termination |
| Each Party shall be entitled to terminate the Agreement, or a specific agreed Service, if the other Party materially breaches the Agreement. |
| Termination of the Agreement, or of a specific Service, shall be effected in writing and without undue delay after the non‑breach Party has become aware of the breach. |
The following circumstances shall in all respects be deemed a material breach:
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| The Client’s termination of a specific Service shall not affect any other confirmed Orders or Services already delivered, and the Client shall have no right to set off against payment for other delivered or confirmed Services. |
| 10. Confidentiality |
| All information exchanged between the Parties in connection with the Agreement and the delivery of specific Services under the Agreement shall be regarded as confidential information. |
| Neither Party may use confidential information for any purpose other than the performance of its obligations under the Agreement or specific Services under the Agreement. |
| The recipient shall exercise due care and shall always treat such information with strict confidentiality. |
| The recipient may not use, sell, assign, disclose to any third party, commercially exploit, copy, duplicate, transmit, or otherwise disseminate the confidential information — or permit any such actions — whether before or after termination of the Agreement, without the prior consent of the other Party. |
The above shall not apply to the following information, which does not constitute personal data:
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| Each Party shall ensure that its employees and other representatives who may gain access to confidential information in connection with the delivery of the Service comply with the confidentiality obligations described above. These obligations shall continue to apply after termination of the Agreement and after the termination of any employment or consultancy relationship. |
| The Parties’ confidentiality obligations under this clause shall apply without time limitation and irrespective of the termination of the cooperation or the Agreement. |
| 11. Data Privacy |
| Each Party shall be responsible for its own processing of personal data in connection with the performance of the Agreement. |
| The Client shall be responsible, in accordance with applicable law, for informing the End Customer that the End Customer’s personal data will be disclosed to Teladoc Health and Teladoc Health will make initial contact. |
| Teladoc Health shall be responsible, in accordance with applicable law, for informing the End Customer of Teladoc Health’s processing of the End Customer’s personal data at the time of Teladoc Health’s first contact with the End Customer. |
| Teladoc Health does not process personal data concerning the End Customer or the Client’s employees as a data processor on behalf of the Client, and therefore no data processing agreement has been entered into. |
| 12. Limitation of Liability |
| The Parties shall be liable in accordance with the general principles of Danish law, subject to the following limitations. |
| Neither Party shall be liable for any indirect or consequential losses, including, but not limited to, loss of business, loss of profit, loss of data, loss of goodwill, or similar losses. |
| The content of the Service is delivered by Teladoc Health’s affiliated specialists. Teladoc Health assumes responsibility for ensuring that such specialists possess the necessary qualifications and perform the Service in a clinically responsible manner. Any claims for damages relating to the quality of the Service itself may be directed against Teladoc Health shall only be liable to the extent prescribed under Danish law for such Services. |
| 13. Insurance |
| Teladoc Health shall be required to maintain liability insurance and any mandatory statutory insurance. |
| 14. intellectual property rights |
| All materials owned by a Party (including any of such Party’s affiliated group companies) prior to the delivery of the Service shall remain the property of that Party. |
| The Parties may use the other Party’s trademarks, trade names, logos, designations, and similar material for marketing purposes during the term of the Agreement. A Party using the other Party’s materials shall ensure that such use complies with the intellectual property rights of the owning Party. |
Neither Party shall have the right to:
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| Each Party shall notify the other Party of any actual, threatened, or suspected infringement of a Party’s intellectual property rights of which it becomes aware. |
| 15. Force Majeure |
| Neither Party shall be deemed to be in breach of its obligations to the extent that performance is prevented or delayed by circumstances beyond the Party’s reasonable control, which the Party could not have foreseen or overcome at the time of entering into the Agreement. |
| Force majeure shall include, inter alia, natural disasters, war, terrorism, fire, flooding, pandemics, strikes, cyber‑attacks, or governmental orders that prevent a Party’s performance of the Agreement. |
| The affected Party shall, without undue delay, notify the other Party in writing of the force majeure situation and shall use its best efforts to resume the performance of its obligations as soon as possible. |
| Payment of due monetary obligations is not excused under force majeure; accordingly, the Client shall remain obligated to pay for Services already delivered, regardless of the occurrence of a force majeure event. |
| 16. Governing law |
| The Agreement shall be governed by Danish law (excluding Danish choice‑of‑law rules and the CISG) and shall be settled by the Danish courts. |
| 17. Changes |
| Teladoc Health reserves the right to update and amend the Agreement and the prices for Teladoc Health’s Services on an ongoing basis. |
| 18. Termination |
| This Agreement may be terminated upon twelve (12) months’ written notice to the end of a calendar month. |
| Termination of the Agreement shall not affect existing Orders that Teladoc Health has confirmed to the Client by issuing an Order Confirmation. |
