The following General Terms and Conditions apply to all contracts concluded by Heart-Based Medicine AG, Basel (hereinafter: HBC), with its customers regarding its „Balance Compass“ offer (hereinafter: program).
Customers of HBC within the meaning of these GTC are, on the one hand, natural persons domiciled in Switzerland (hereinafter: private individuals) and, on the other hand, legal entities and corporations under public law domiciled in Switzerland (hereinafter: organization). Unless otherwise stated, the following provisions apply to all customers, i.e. private individuals and organizations.
Participants are private individuals and employees of organizations who take part in the programme on the basis of their own contract with HBC or a contract concluded by their organization with HBC.
HBC reserves the right to amend these GTC at any time. The version of these GTC currently in force at the time of conclusion of a contract shall apply, which cannot be unilaterally amended for this agreement. Any terms and conditions of customers that conflict with or deviate from these GTC shall not be recognized.
The subject of the agreement is the implementation of the program by HBC for private individuals and for the employees of an organization.
The content and scope of the services to be provided by HBC as part of the program are contained in the individual contract form published on the HBC website, which clients must complete with the necessary information. This service described in the individual contract form can only be changed after conclusion of the contract with the written consent of both parties, unless otherwise stipulated below.
The services set out in the individual contract form and to be provided by HBC within the framework of the program are explained in detail and in more detail on the HBC website (e.g. regarding service content, scope of services, methodology, processes, reports, technical descriptions, laboratory services, etc.) or illustrated (illustrations, graphics, photos, videos, etc.). All of this information on the HBC website, which elaborates, specifies or explains the services to be provided by HBC under the program in relation to the individual contract form, may be changed by HBC at any time, including with effect for contracts already concluded and ongoing. Furthermore, they are to be understood as approximate values and are non-binding.
HBC is free to deploy employees to fulfill this agreement.
Individual HBC services require registration by the participating private individuals on the HBC website as well as their individual consent by signing one or more information sheets, which are also published on the HBC website in the current version. Questionnaires must also be completed for individual services (online or in print). Changes to such information sheets and questionnaires do not affect information sheets and completed questionnaires that have already been accepted. Participants may also be asked to collect laboratory materials, load laboratory samples and collect, use and return measuring instruments.
The organization must provide the following services at its own expense and responsibility to ensure the success of the program:
If the Organization does not provide these services or only provides them in part or at an incorrect or delayed time, HBC shall be entitled to withdraw from the contract at any time with immediate effect, resulting in compensation by the Organization for the positive contractual interest of HBC.
Part of the program is the IST™ questionnaire. This is completed online by the participants. HBC provides them with protected access for this purpose.
Personal meetings with the participants usually take place on the HBC premises. They are arranged directly between HBC and the participants in individual appointments. Exceptionally, a meeting may take place at a third location or virtually at the request of a participant.
Conducting meetings with employees of an organization on the organization's premises is avoided.
Prices are quoted net in Swiss francs (CHF), excluding VAT and any other statutory charges. Expenses incurred in the fulfillment of the agreement will be charged additionally.
If participation in a booked service is terminated voluntarily or involuntarily for any reason before completion, this will not result in a reduction in costs, i.e. the full price of a booked service must still be paid. This also applies to cases in which HBC has to cancel and terminate a service prematurely for medical, therapeutic or other reasons that make cooperation with the person concerned appear unreasonable.
Private individuals pay the costs in advance, either online via a payment service provider provided by HBC on the HBC website or against invoice.
The organization shall make a down payment of 30% of the estimated contract volume at the time the contract is concluded. It receives an invoice for this from HBC. This estimated contract volume is calculated on the basis of the number of employees of whom both parties jointly assume that they will accept the program offered by the organization in full or in individual modules. The services actually purchased are invoiced on a monthly basis. Invoices issued must be paid by the organization within 10 days.
HBC may charge default interest of 3% per year and a reminder fee of a maximum of CHF 30 per reminder if a customer is in default of payment.
Costs that are covered in full or in part by a client's health insurance fund are settled directly with the client by HBC.
All offers of the HBC program, published on the HBC website or in other publications or contained in an individual letter, are subject to change and are not to be understood as a binding offer.
There is a contract form for booking a program. This covers either a single service, a selection of different services or all services together. The form is published on the HBC website and can be accessed there by clients. It can also be printed out and handed to clients at an initial meeting. Clients complete the form with the required information. Fully completed forms, confirming the accuracy and completeness of the information, must either be printed out and signed with a legally valid signature and submitted to HBC in the original or sent by post, or sent online as a web form, also signed with a legally valid signature, via the channel provided by HBC. Depending on the situation, the signature of the legal representative may be required for private individuals.
The delivery of the legally signed contract form to HBC constitutes a legally binding offer to conclude a contract without the right of withdrawal.
HBC will then send a confirmation of receipt by e-mail stating that the request has been received by HBC. After reviewing the request - which may involve various contacts and queries that may lead to an amended or adjusted definitive offer to conclude a contract - HBC will send the customer a declaration of acceptance with an invoice by e-mail or directly online via the HBC website. The contract is concluded as soon as the corresponding invoice has been paid.
HBC is entitled not to accept or only partially accept or execute offers to conclude a contract. In such a case, HBC will inform the customer by e-mail. If no contract is concluded but a payment has already been received by HBC, this will be refunded. If no payment has yet been made, the customer will be released from the obligation to pay.
The contract between the parties ends on the date of the last individual service provided by HBC for which a client has opted.
The contract between the parties may be terminated immediately at any time for good cause. The same applies if one party breaches this contract and does not restore the contractual situation within one month.
The end date of the contract specified in the individual contract form is the last date on which employees of the organization can register. After this date, access to registration will be closed by HBC and the organization's employees will no longer be able to register.
The contract between the parties ends on the date of the last individual service provided by HBC for which an employee of the organization has registered under this agreement. The organization will be informed of this in writing by HBC. A written final report will then also be sent to the organization.
The employees of an organization are free to purchase further individual services from HBC in their own name and for their own account as private individuals during the term of the contract or thereafter.
The contract between the parties may be terminated at any time for good cause with 14 days' notice. The same applies if one party breaches this contract and does not restore the contractual situation within one month. This termination date refers to the effective date specified in paragraph 1 with the corresponding consequence of the closure of the registration. Modules running at this time will still be completed by HBC until the contract is finally terminated on the date of the last individual service.
All information on the HBC website about the Program does not constitute an assurance of specific properties of the Program or of guarantees, unless explicitly stated otherwise. HBC makes every effort to ensure that all information about the Program on its website is correct, complete, up-to-date and clear, but cannot provide any express or implied warranty in this respect.
HBC cannot guarantee that the program can be implemented immediately at the time the contract is concluded, as described on the HBC website. All information on the availability of the program and its implementation within a certain time frame or schedule, as set out on the HBC website in general and in the contract form signed by the customer in particular, is without guarantee and may change at any time and without notice.
HBC gives no assurances or guarantees to customers and participants that the data collected and evaluated as part of the program is up to date, complete and correct, or that the online evaluation system of the IST™ questionnaire and the HBC website, its functionalities, integrated hyperlinks and other content will be available at all times or without interruption. In particular, HBC neither warrants nor guarantees that the use of the HBC website will not infringe the rights of third parties not owned by HBC. HBC only uses hyperlinks to simplify customer access to other websites. HBC can neither know the content of these websites in detail nor assume any liability or other responsibility for the content of these third-party websites.
Similarly, HBC does not guarantee the success of the program or individual modules to clients or participants.
HBC excludes all liability towards clients, irrespective of its legal basis, as well as claims for damages against HBC and against any auxiliary persons and vicarious agents. In particular, HBC shall not be liable for indirect damages and consequential damages, loss of profit or other personal injury, property damage and pure financial losses of the organization and employees participating in the program or individual modules thereof. This is without prejudice to any further mandatory statutory liability, for example for gross negligence or unlawful intent.
Information of any kind that HBC receives, compiles or evaluates from clients and participants in the course of implementing the program or individual modules thereof is confidential and will not be passed on by HBC to third parties or, if and insofar as it concerns data of participating employees of the organization, to the organization itself or to other employees of the organization. However, HBC may process and use all data of clients and program participants collected in the course of concluding and executing the contract in order to fulfill its obligations and may use anonymized or de-identified and pseudonymized data for research and marketing purposes. The data required to perform the service may also be passed on to contracted service partners (logistics partners) or other third parties engaged by HBC to perform the service.
The organization is informed of how many employees have participated in the entire program or in individual modules, anonymously and without any mention of names.
In all other respects, the data protection provisions of HBC apply. They are available in detail at the following link: (>Link data protection). They are an integral part of the agreement between HBC and the clients. In all areas, the data protection rights of the participants take precedence over the legal claims of the organization.
The documents, knowledge and experience provided to the other party may only be used for the purposes of the agreement concluded with the customer.
The following data/information that the parties and/or the participants of an organization disclose to HBC in connection with this agreement or that is otherwise perceived in the context of this agreement (hereinafter collectively referred to as „data/information“) is considered confidential:
Confidentiality applies regardless of whether the data/information is recorded in documents, drawings, plans, films or other data carriers of any kind (with digital or analog recordings) or has been perceived acoustically, and regardless of whether it is protected by law.
The parties undertake, in their mutual business dealings in execution of this agreement
The confidentiality obligation does not apply to information that
The termination of this agreement does not terminate the obligation to maintain confidentiality, but the obligation to maintain confidentiality continues thereafter.
External communication about this agreement and the mutual cooperation requires the consent of both parties. In all other respects, HBC and its employees are bound by medical and therapeutic confidentiality.
The provisions in the individual contract form and these GTC reflect the entire agreement of the parties with regard to the subject matter of this contract and replace all written or verbal agreements in this regard. Amendments and supplements to this agreement must be made in writing in order to be valid.
The assignment of rights and obligations arising from the contract concluded between the parties is only permitted with the prior written consent of the other party.
The failure to exercise or delay in exercising any right or remedy to which a party is entitled under this Agreement shall not constitute a waiver of such right or remedy, and the exercise in whole or in part of any right or remedy shall not preclude the reassertion of the same right or remedy or any other right under this Agreement.
Should individual provisions of these GTC, the contract form or any written amendments and supplements prove to be invalid or unenforceable or become invalid or unenforceable, in particular as a result of amended regulatory provisions, this shall not affect the validity of the remaining provisions.
The parties shall replace the invalid or void provision or the conditions that do not comply with the regulatory requirements by mutual agreement with the legally permissible provision or the regulatory permissible conditions that come closest to the economic purpose of this agreement or the agreed conditions.
The agreement concluded between the parties, including these GTC, shall be governed by Swiss law to the exclusion of any conflict of laws provisions. Disputes, differences of opinion or claims arising from or in connection with this agreement, including its validity, invalidity, breach or termination, shall be decided exclusively by the ordinary courts in Basel-Stadt, subject to appeal to the Swiss Federal Supreme Court. The place of jurisdiction is Basel-Stadt.
