General Terms and Conditions – Remote Patient Monitoring EU
Version 1
Last updated on 09. October 2025
The present general terms and conditions (the General Terms and Conditions) govern the relationship between Sleepiz AG as Licensor and the Client for the use of the Sleepiz One+ and its Software based on (the Agreement).
1. Definitions
Capitalized terms used in the Agreement and these General Terms and Conditions shall have the following meanings:
Additional Term shall have the meaning ascribed to it under clause 6 of the Agreement.
Agreement shall mean the purchase order to the corresponding quote provided by the Licensor.
Confidential Information shall mean any and all information and company secrets of a Party which comes to the knowledge of the other Party, including but not limited to technical and non-technical information or company secrets relating to existing, future and/or proposed research, ventures and/or products and services of each of the Parties. Without limiting the generality of the foregoing, the protection of Confidential Information shall extend to all information with regard to research, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans. Confidential Information may be communicated in writing, orally or electronically.
Device shall mean the necessary hardware equipment to operate the Device as described in the Agreement (such as chargers, cables, tripods, etc.).
Disclosing Party shall have the meaning ascribed to it in section 12.2.
GDPR shall mean the General Data Protection Regulation.
Fee shall have the meaning ascribed to it in section 7.1.
General Terms and Conditions shall mean the present general terms and conditions of the Agreement.
Party and Parties shall refer to the Licensor and the Client, individually and collectively.
Receiving Party shall have the meaning ascribed to it in section 12.2.
Software shall mean the software product of the Licensor operating the Device as set out in the Agreement, including for the avoidance of doubt any firmware and software in the Device itself and the Web Application and API, as may be updated from time to time.
Software License shall mean the non-exclusive, non-sublicensable, and non-transferable right granted to the Client, to access and to use the Software through the Web Application and API.
Term shall define the duration of rental of the Device and its Software.
User shall mean an employee of the Client with a username and a user password dedicated to such employee and the person handling the Device
Web Application shall have the meaning ascribed to it in section 3.2.1.
2. Rental of Device
2.1. General consideration
2.1.1. The Client is strictly prohibited from using the rented Device for any other purposes than investigating physiological processes at rest and to decide if further tests are needed to diagnose sleep-related respiratory disorders, save for obtaining the Licensor’s prior and explicit written consent.
2.2. Limited warranty
2.2.1. The Licensor warrants that the Device shall be fit for the stated purpose of the rent for a period of 24 months. In case of Device malfunction due to normal wear and tear and subject to sections 2.3.2 and 2.3.3, the Licensor may repair or replace the Device.
2.2.2. The Licensor makes no further representation and offers no additional warranty regarding the rented Device.
2.2.3. Any tampering, misuse or negligence in handling or use of the Device renders the warranty void. Further, the warranty is void if:
i. at any time, the Client attempts to make any internal changes to any of the components of the Device;
ii. at any time, the power supplied to any part of the Device exceeds the rated tolerance; or if
iii. any external device attached by the Client creates conditions exceeding the tolerance of the Device
3. Software License
3.1. Limitations
3.1.1. The granted Software License is strictly limited to assess physiological processes at rest and to decide if further tests are needed to diagnose sleep-related respiratory disorders. The Software may not be used for competitive analysis (such as benchmarking).
3.1.2. This license does not allow in particular the creation of copies of the licensed Software (save for copies which are technically necessary for the Software to operate) or the creation of a derivative work except for data delivered through an API for which the data may be used in the Client’s own software products. All Software products for which the Client has a license will be accessible online through username and passwords provided to the Client by the Licensor.
3.1.3. The Licensor shall provide the Client with usernames and passwords to allow Users to access the Web Application and API to use and run the Software products under the terms of the Agreement and the General Terms and Conditions.
3.1.4. An internet access to the Licensor’s servers is required to run the Software.
3.2. Users and access to the Web Application
3.2.1. The data recorded by the Device and analyzed by the Licensor will be available for the Client through a web application (the Web Application) and API.
3.2.2. The Client shall ensure that all Users strictly refrain from sharing their respective usernames and passwords. The Client shall immediately inform the Licensor should it become aware of any unauthorized disclosure of usernames or passwords or any other unauthorized access to the Web Application.
3.3. IP-Notices, No Access of third Parties
3.3.1. The Client shall leave all IP-notices, such as copyright notices and other reservations of rights, in or on the Software unchanged, and shall include such notices in any location within its premises where the Software is accessible. The Client shall moreover brief all Users about the scope of the license to the Software under the Agreement and remain fully liable for all actions or omissions of the Users which would be in breach of the Agreement.
4. No Reverse Engineering, Interoperability
4.1. The Client shall not, directly or indirectly, reverse engineer, disassemble, decompile or otherwise seek to devise or discover the source code for the Software, and shall not modify the Software, in full or in part. The Client shall however be entitled, upon its written request, to obtain all information reasonably necessary for the interoperability of the Software with other software created independently from the Licensor.
4.2. The Client shall not, directly or indirectly, reverse engineer, open, disassemble, decompile or otherwise seek to devise or discover the way that the Device is built or how it is functioning, and shall not modify the Device, in full or in part.
4.3. The Client undertakes not to, and shall procure that none of its employees, officers, directors, consultants, subcontractors or other third parties or Users will perform any of the above mentioned.
5. Installation
The help for installation and configuration of the Device and the Software shall be performed remotely (over phone and e-mail) by the Licensor.
6. Limited Operation, Maintenance and Support
At the Client’s request but at the Licensor’s entire discretion, the Licensor shall provide operation, maintenance and support services for the Device.
7. Prices
7.1. Fees
For the purchase of the Devices, the Client shall pay to the Licensor the cost of the Device as set out in the Agreement. During the Term defined in the Agreement for the license over the Software, the Client shall pay to the Licensor fees (the Fees) as set out in the Agreement.
7.2. Taxes
All payments due under the Agreement shall be made plus any taxes such as Value Added Tax (VAT). Other than that, each Party shall bear its own taxes, duties, and payment processing fees.
8. Invoicing and Payment
8.1. The Licensor shall invoice the Client for all payments under the Agreement. Payment shall be due as set out in the Agreement. Except for just cause and following a relevant notice from the Licensor, in the event the Client does not meet its payments under the Agreement, the Licensor may charge an interest rate of 5% per year on the aggregate amount of any late payment.
8.2. All invoices from the Licensor to the Client shall be made in Swiss Francs or EUR. The Client shall not have a right to set-off claims against the Licensor.
9 Rights of Ownership
9.1. Software
9.1.1. The Client acknowledges and agrees that it does not have and will not in any way acquire under the Agreement, any intellectual property rights in and to the Software, including without limitation any copyrights, trademarks, trade secrets or patents.
9.1.2. The Licensor remains the holder of all rights relating to the Software, including any technically necessary copy produced by the Client. The Client acknowledges and agrees that nothing in the Agreement grants the Client any ownership rights in the Software, or any copyrights, trademarks, trade secrets, patents or other intellectual property rights relating thereto.
9.2. Device
9.2.1. The Client acknowledges and agrees that it does not have and will not in any way acquire under the Agreement, any intellectual property rights in and to the Device, including without limitation any copyrights, trademarks, trade secrets or patents.
9.2.2. The Licensor remains the holder of all intellectual rights relating to the Device. The Client acknowledges and agrees that nothing in the Agreement grants the Client any copyrights, trademarks, trade secrets, patents or other intellectual property rights relating thereto.
9.3. Ownership of Know-How and Discoveries; Publications
9.3.1. The Software, the Device, any bug fixes or improvement of any kind relating to the Software or the Device shall be the sole property of Licensor, except for any discovery or improvement exclusively related to the Client’s own system and software.
9.3.2. The Client shall promptly inform Licensor of any such bug fixes or improvement of any kind relating to the Software or the Device, including any discovery or improvement exclusively related to the Client’s own system and software. The Client shall provide all documentation and information to that effect.
9.3.3. The Parties acknowledge that the results obtained by the Client through its use of the Software and/or the Device shall belong to the Client, save for results which may lead to a modification of the source code of the Software (such as but not limited to the discovery of a bug).
9.3.4. The Client shall be allowed to publish its results in an academic context, such as academic reports, conference accompanying documentation, theses and research papers and educational guides, being understood that such publications shall not disclose any Confidential Information or any source code of the Software. Such publications may contain screenshots of the Software or of the Web Application (but no source code) for illustration purposes with the mention “Sleepiz AG, year 20[XX]”. The Client shall reach out to the Licensor prior to any publication in case of doubts about the inclusion of the Licensor’s material in its publication.
10. Warranties
10.1. Warranty
10.1.1. The Licensor warrants that at the time of installation the Software has no material defects and will substantially perform as outlined in any Licensor’s documentation describing the Software’s functions and capabilities.
10.1.2. Except as expressly stated in this section 10.1 or the Agreement, the Software is provided “as is” with no express or implied representations and warranties of any kind. In particular, the Licensor expressly disclaims, makes no representation and offers no warranty as to the Software’s fitness for a specific purpose, satisfactory quality (such as but not limited to software programming bugs and uninterrupted or error-free use) or enforceability of intellectual property rights against third parties.
10.1.3. The Licensor makes no representations and warranties with regard to the correctness and accuracy of the data, compiled and assessed by using the Device and the Software.
10.2. Warranty Period
The warranties provided under section 10.1 shall last during the Term of the Agreement unless otherwise stated herein.
10.3. No Alterations
All warranties given by the Licensor will become void and of no effect in the event that the Client:
i. makes or attempts to make any alteration to the Device or Software or to any other software program necessary for the operation of the Software;
ii. uses the Software for purposes not included in the scope of the license granted under the Agreement; or
iii. combines the Software with any other software.
11. Limitation of Liability
11.1. The Licensor disclaims all liability to the furthest extent authorized by applicable law for any damages, either direct or consequential as well as any third-party claim relating to the Device or the Software.
11.2. The Client is aware of and acknowledges that the Licensor does not guarantee or warrant the absence of defects of the Device or Software beyond what is expressly stated in section 10.
11.3. The Licensor’s liability under the Agreement shall in any event be limited at 100% of any amounts received by the Licensor from the Client during the six (6) months prior to the event giving rise to the liability.
12. Confidentiality
12.1. In General
The Parties to the Agreement undertake to maintain strict confidentiality with respect to all Confidential Information, even after the Agreement has expired. The Parties shall not be entitled to use such information either directly or indirectly without the written consent of the other Party, nor to forward nor divulge it to third parties, with the exception of those persons who require knowledge of such confidential information for the purposes of the Agreement, as set out in this section 12.
12.2. Non-Disclosure of Confidential Information
Each Party (the Receiving Party) to which Confidential Information is disclosed by the other Party (the Disclosing Party) shall keep such Confidential Information strictly secret and shall not disclose it to any unauthorized third party without the prior written consent of the Disclosing Party. In particular, the Receiving Party agrees:
i. to use such Confidential Information only for purposes of the Agreement;
ii. to ensure that a standard of strict confidentiality is applied by the Receiving Party’s employees, agents or sub-contractors so as to prevent disclosure to third parties. The Receiving Party shall take all steps necessary to assure that its employees, agents and subcontractors adhere to the terms of this section 12;
iii. to return all Confidential Information to the Disclosing Party within thirty (30) days of the written request of the Disclosing Party to that effect and to retain no copies or reproductions thereof; and
iv. to certify in writing to the Disclosing Party at its request that the terms of this section 12 have been complied with.
12.3. Limitations
The Receiving Party may disclose Confidential Information, provided such information:
i. was legitimately in the Receiving Party’s possession or was legitimately known to the Receiving Party prior to receipt from the Disclosing Party;
ii. is or becomes public knowledge without the fault of the Receiving Party;
iii. is or becomes rightfully available to the Receiving Party from a party that is not bound by any confidentiality undertaking and which is not directly or indirectly controlled by the Disclosing Party; or
iv. is required to be disclosed by an order of a court or governmental agency (provided, however, that the Receiving Party shall first have given notice to the Disclosing Party and allow the Disclosing Party to make a reasonable effort to obtain a protective order or other confidential treatment of the Confidential Information).
13. Data Protection
13.1. Recorded data
13.1.1. The personal data recorded by the Device is anonymized towards the Licensor and the Licensor has neither access to this personal data nor any possibility to download this personal data. The Licensor has only access to anonymized data of which it becomes the owner and that shall be used to improve the Licensor’s algorithms.
13.1.2. The Licensor shall be allowed to provide access to the recorded data for performing maintenance tasks or tasks related to providing the services to third parties in countries where the European Commission has made an adequacy decision regarding GDPR or where the Licensor ensured that appropriate and similar safeguards are in place in accordance with Article 26(2) of Directive 95/46/EC and Article 44-46 of the GDPR.
13.1.3. The Client shall have full access through the Web Application or APIs to the person or patient’s personal data recorded by the Device. Therefore, the Client acknowledges and agrees that:
i. the Licensor will not be liable for the Client’s use of any personal data recorded by the Device and the Client shall hold the Licensor harmless from any claims related in any way to this personal data;
ii. the Client is at all times responsible for the lawful collection and processing of the personal data;
and
iii. it is the Client’s duty to ensure that it at all times complies with all applicable data protection and privacy legislation.
13.2. Client data
13.2.1. The Licensor acknowledges that data which the Client may provide to the Licensor may qualify as personal data under applicable privacy/data protection laws in the territory of the Client’s activities, respectively personal and/or sensitive personal data under the GDPR.
13.2.2. The Licensor will only use the Client’s personal data provided by the Client to the extent necessary for the performance of obligations under the Agreement. All employees of the Licensor and of its subcontractors will be obliged in an effective contractual manner to comply with the GDPR or any other applicable privacy/data protection laws and this section of the General Terms and Conditions.
13.2.3. The Licensor shall provide its commercial best efforts to ensure that the Client’s personal data will be protected against unauthorized processing through adequate technical and organizational measures and pursuant to any further reasonable instructions provided by the Client as the case may be.
13.3. Deactivation
The Client may at any point request the deactivation of his account and/or the deletion of all data according to the retention period specified in the Licensor’s Privacy Policy. The Client shall provide such request in written format.
14. Termination
14.1. Termination for Cause
The duration of the rental period is specified by the Agreement. Either Party shall have the right to terminate the Agreement or part thereof by giving thirty (30) days prior written notice to the other Party if such other Party breaches a material obligation under the Agreement and fails to cure that breach within thirty (30) days after receiving receipt of a written notice describing the breach in reasonable detail. Any of the following shall be considered, inter alia, a material breach, by the Licensor:
i. using the Software for purposes other than those strictly listed under section 3.1 of the Agreement;
ii. using the Device for purposes not foreseen in the Agreement and the General Terms and Conditions
iii. breaching any of the provisions of the Agreement and the General Terms and Conditions relating to reverse engineering, confidentiality, data protection, unauthorized modification or alteration of or access to the Software;
iv. failure to make timely payment of the Fees due to the Licensor under the Agreement and the General Terms and Conditions;
v. filing for bankruptcy or being adjudicated bankrupt or insolvent; or
vi. making an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law.
14.2. Effect and Duties upon Termination
Upon termination of the Agreement:
i. The license over the Software will end on the termination date.
ii. The Licensor will block the Client’s access to the Web Application and the Client will no longer be able to record any information.
iii. The Client will have access to the information that was recorded before termination of the Agreement for a duration of sixty (60) days following such termination.
iv. The Client will as soon as possible return to the Licensor any property of the Licensor.
v. The Licensor will return to the Client all data received from Client in connection with the Agreement save for data which may be subject to mandatory retention rights, and each Party shall return to the other Party all Confidential Information of the other Party or destroy all such items and give the other Party written confirmation thereof.
15. Miscellaneous
15.1. Relationship between the Parties
The Parties are independent contractors. Consequently, the provisions of the Agreement and the General Terms and Conditions shall not, under any circumstances, be interpreted as creating any association or partnership between the Parties. Neither Party may bind the other in any manner whatsoever or in favor of anyone whomsoever, except in accordance with the Agreement.
15.2. References and Publicity
Subject to section 9.3.4 above, any communication to the press or any other third party will be reviewed and agreed upon by both Parties before such communication is made, which agreement shall not be unreasonably withheld or delayed.
15.3. Entire Agreement
The Agreement, including the General Terms and Conditions and written amendments expressly made part of the Agreement, states the entire understanding between the Parties with respect to the subject matter of the Agreement, and supersedes all proposals, oral or written, understandings, representations, conditions and other communications between the Parties relating to such subject matter.
15.4. Severability
If any provisions of the Agreement or the General Terms and Conditions, or the application of such provision to any person or circumstance, shall be held by a court or other competent authority to be invalid or unenforceable, the remainder of the Agreement or the General Terms and Conditions or the application of such provisions to other persons or circumstances shall not be affected thereby.
15.5. Notice
Any notice, request, instruction or other communication at any time under the Agreement required or permitted to be given or furnished by either Party hereto to the other Party shall be in writing and either delivered personally, sent by courier mail, or by e-mail to the addresses set out in the Agreement. Either Party may change its notification address by written notice to the other Party.
15.6. Modifications
The Agreement may be amended or modified only in writing through a document duly executed by both Parties. However, the Licensor reserves the right to amend these General Terms and Conditions at any time. Amendments shall be applicable upon notice to the Client, subject to the written refusal by the Client in which case the Agreement must be terminated by the Client by giving thirty (30) days prior written notice to the Licensor.
15.7. Survival
Any provision of the Agreement and the General Terms and Conditions that expressly or by implication is intended to continue in force shall survive termination of the Agreement, including without limitation confidentiality terms, tax payments and accrued payment obligations.
15.8. Binding on Successors
All the terms, provisions, and conditions in the Agreement and General Terms and Conditions shall be binding upon the Parties hereto and their respective successors and assignees.
15.9. No Waiver
The failure of any of the Parties to enforce any of the provisions of the Agreement, any of the provisions of the General Terms and Conditions or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights, or in any way affect the validity of the Agreement. The waiver of any breach of the Agreement and General Terms and Conditions by any Party hereto shall not operate to be construed as a waiver of any prior, concurrent or subsequent breach of the same and no waiver shall be effective unless made in writing.
15.10. Assignment and Transfer
The Client shall not assign or transfer the Agreement or any rights or obligations under the Agreement and the General Terms and Conditions in whole or in part without the prior written approval by the Licensor.
16. Dispute Resolution
If any dispute arises related to the Agreement or any transaction contemplated therein, including disputes on its conclusion, binding effect, amendment and termination, the Parties shall meet in order to seriously and in good faith attempt to find a non-litigious outcome to the dispute.
17. Applicable Law and Jurisdiction
17.1. The Agreement shall in all respects be governed by and construed in accordance with the substantive laws of Switzerland, irrespective of any conflict of law rules.
17.2. If the Parties are unable to resolve any dispute arising out of or in connection with the Agreement pursuant to section 16 of the General Terms and Conditions, then the dispute shall be subject to the exclusive jurisdiction of the courts of the City of Zurich, Switzerland.
