Terms and Conditions

Preamble

The services and content offered on the website www.kemetica.ch aim to improve communication between patients and medical care facilities of dental practices. Dentists and dental practices, collectively or individually, are hereinafter referred to as "providers" or "clients."

Kemetica's services are exclusively directed towards commercial clients (B2B). No direct contractual relationship is established with individuals (B2C). The services offered include the creation of video avatars for marketing purposes, AI chatbots to provide information to patients, and automation of administrative tasks.

Kemetica has no influence over the quality of medical services. The accuracy and completeness of the information provided by providers about the services offered by Kemetica cannot be verified by Kemetica, and no responsibility is assumed. The use of services offered by Kemetica does not replace in any way the advice or treatment by a physician.

§ 1 Scope of Application of the General Terms and Conditions

These General Terms and Conditions govern the legal relationships between Kemetica and the Providers, as well as their use by Patients. Internet users accessing Kemetica's services and thus the services of practices or medical facilities on the providers' websites are hereinafter referred to as "users" or "patients."

These General Terms and Conditions apply to all providers using Kemetica's services, regardless of the domains through which they access Kemetica's websites or the domains through which they access their offers. The GTC also apply to providers using Kemetica's websites and services or parts thereof through other websites or via practice management software, such as through a plug-in.

The use of chatbot services by patients requires their explicit consent prior to the first use. This consent includes the processing of chatbot conversations, the anonymous storage of conversation content, and the use of data to improve the service. Consent given can be revoked at any time with effect for the future. A revocation results in the termination of the ability for the affected patient to use the chatbot.

Contracts related to the Services are governed exclusively by these Terms and Conditions. Conflicting or diverging terms and conditions of the client from these General Terms and Conditions will only be accepted by Kemetica if expressly agreed in writing by Kemetica. Furthermore, they have no effect if Kemetica has not objected to them in the individual case. The language of the contract is Italian or English.

These General Terms and Conditions apply as a framework agreement in the version valid at the time of the conclusion of the contract or at least in the version last communicated to the client in written form, including for similar future contracts, without the need to refer to the General Terms and Conditions again in each individual case.

Kemetica reserves the right to modify these Terms and Conditions at any time. The client will be informed of such changes via email. If the client does not object to Kemetica within 6 weeks of receiving notification of the change in written form, the modified General Terms and Conditions are considered accepted. If unforeseen and uncontrollable changes occur after the conclusion of the contract (e.g., changes in law) or if gaps arise that significantly disturb the relationship between performance and compensation, Kemetica has the right to modify the General Terms and Conditions even without the client's consent. The client must also be informed of this in written form.

§ 2 Kemetica Platform Services

Chatbot

Kemetica offers a chatbot service that can be queried on technical and factual topics related to the provider's practice. The individual configuration of the chatbot's functionality and the creation of the knowledge database are performed at the providers' instructions and are not checked by Kemetica in terms of content. Kemetica cannot be held responsible for the correctness of the chatbot's responses.

Chatbot conversations are stored anonymously and are accessible to both Kemetica and the respective provider. The storage is carried out for the purposes of quality assurance, service optimization, and analysis of patient needs. Our AI-based chatbots, also known as "agents," leverage advanced language models (LLM) such as OpenAI, GPT, and Anthropic Claude. Although these agents strive to be as accurate as possible, their responses are not legally binding, and Kemetica assumes no liability for any inaccuracies or incompleteness.

For the operation of the chatbot services, Kemetica relies on Stack-AI as the main chatbot service provider. Stack AI is provided by Stack AI (Eigen Inc.) 88 Webster Ave Cambridge, MA 02141. This service allows visitors to obtain information about the provider's practice, its services, and its offerings through dialogue. When using the chatbot, data such as entered messages and usage data are transmitted to Stack-AI and processed there. Stack-AI acts as a processor on behalf of Kemetica. The processing is carried out on the basis of a data processing agreement contained in Stack-AI’s privacy policy (Stack-AI Privacy Policy | Transparency and Trust).

Marketing Video

Kemetica provides services for creating video avatars for marketing purposes, based on video clones of the provider or third parties who have given their explicit consent to do so. For these services, Kemetica uses the services of HeyGen, Pixabay, Flicki, and Microsoft Clipchamp to create personalized videos on behalf of the provider and send them to patients.

HeyGen Inc., located at 12130 Millennium Drive Suite 300 Los Angeles, CA 90094, USA (EIN: 38-4235881), processes email addresses and other personal data included in the videos (e.g., patients' surnames) on behalf of the provider. Data processing is carried out on the basis of a data processing agreement established in HeyGen’s data protection regulations (https://www.heygen.com/data-processing-addendum).

The legal basis for using the videos is the explicit consent of the data subject under Article 6(1)(a) of the GDPR or the legitimate interest in patient communication under Article 6(1)(f) of the GDPR. HeyGen has implemented standard contractual clauses to ensure an adequate level of protection for data transfers to the United States.

Trial Accounts and User Accounts

To use the services, Kemetica creates a trial account and a user account on the Stack-AI platform for the provider. To log in, a username and password must be entered, which will be provided by Kemetica. The use of the account is only permitted for medical staff of the respective practice who have been expressly authorized by the practice and to whom the relevant access data has been provided. To ensure quality and improve the service, Kemetica stores data on chats conducted within each provider's account. This includes statistical surveys on the use of the chatbot at different times of the day, as well as on the quality and accuracy of the responses provided. This data is made available to physicians in a pseudonymized form to allow for patient-oriented service optimization. Access data must be kept secure by the provider and changed regularly. Disclosure to unauthorized persons is prohibited. In case of suspected unauthorized access, Kemetica must be informed immediately. The Provider is responsible for all activities conducted through its account.

§ 4 Obligations of the Provider

By confirming the order, the provider guarantees that all data provided to Kemetica is truthful. This includes, in particular, information about people, services, documents, as well as address details and consultation hours. The provider undertakes to keep this data up to date for the entire duration of the subscription and to make any necessary changes immediately. Any form of false information is prohibited, including for other providers or users.

The provider assumes full responsibility for all content in the chatbot and/or video avatars, as well as for its user accounts, medical profiles, devices, links, and documents. When creating content and user contributions, the provider is required to comply with applicable laws and these GTC. Any misuse of the system and the services offered therein must be avoided, and access must be protected from unauthorized third-party access. This is particularly relevant for individual responses to patient questions in the chatbot or the generation of video avatars, which are created by the provider itself.

The provider expressly assures that it holds all rights to the content published by it or on its behalf. This includes, in particular, copyright on photos, images, and texts, industrial property rights, and trademark rights. If the provider is not the holder of these rights, it guarantees that it has the right to use the content within the scope of Kemetica’s services.

The use of all information published by Kemetica through its services, such as the chatbot, is permitted only for the purposes defined in these Terms and Conditions. Any commercial use or other commercial exploitation and use of the information not covered by these T&C, or use for purposes other than those indicated in these T&C, is expressly prohibited.

The provider also undertakes to:

• Ensure that user or chatbot names or other freely selectable texts used on the Kemetica Internet platform do not violate the names, designations, trademarks, copyrights, or personal rights of others. The chosen designations must not violate legal provisions, particularly not glorify violence, incite hatred, or be pornographic or otherwise punishable.

• Guarantee that access and use of its user account and Kemetica’s services are exclusively by itself or expressly authorized employees. The transfer of access to unauthorized third parties is strictly prohibited.

• Not misuse the system, as well as all Kemetica services and the services offered therein for illegal purposes. This includes, in particular, refraining from threats, insults, untrue allegations, or defamation.

• Not publish false or illegal information in the Kemetica system or have it published by Kemetica. The sending or publishing of programs that could disrupt or endanger the operation of the data network, the server operation, or the security of Kemetica service users is strictly prohibited.

• Not incorporate content from the Kemetica system into other websites or distribute it in any other way without the express written consent of Kemetica. The use of links leading to websites with illegal content is also prohibited.

• Strictly adhere to all data protection regulations concerning patients when using Kemetica’s services. The provider is required to obtain the necessary data protection consents from its patients before using Kemetica’s services. If a patient does not wish for data to be processed by Kemetica or revokes a previously given consent, Kemetica must be informed immediately. Until such notification is received, Kemetica assumes that all necessary consents have been obtained from the patients.

• Manage and administer the stored chat histories in compliance with data protection. Chatbot conversations are automatically saved and can be viewed by the respective provider on their dashboard, although access is limited to conversations from their practice. The provider undertakes to regularly check whether further storage of chat histories is still necessary and to remove data that is no longer needed using the provided deletion function. Deletion requests from users must be fulfilled immediately. The storage of chat histories beyond the required period must be avoided, with a recommended maximum retention period of 12 months as a guideline, unless legal retention obligations require longer storage. The provider is obligated to document the deletion and provide proof upon request.

§ 5 Service Fees

The creation, publication, and management of the user account, practice information, and all other services on Kemetica’s platform are subject to a fee for the provider. Usage costs consist of a monthly fee and a one-time setup fee, the amount of which depends on Kemetica’s current rates and the provider's individual needs. The remuneration must be paid in advance for the agreed reference period and for subsequent renewal periods.

Payment is made exclusively by bank transfer. In case of non-payment, the respective account will be deleted immediately after prior notification. Kemetica invoices all amounts incurred monthly in advance. Invoices will be made available to the provider via email as a downloadable PDF file.

If errors occur during billing, the provider must claim the incorrect invoice within 8 weeks, specifying the error and asserting any refund claims. Kemetica will verify the stated facts and reimburse overcharged payment amounts if adequate proof is provided.

§ 6 Sanction Rights

Kemetica has the right to take one or more of the following measures against the provider in case of violation of these GTC or any other unlawful use of the system. This is especially true if Kemetica’s services are used in a way that significantly compromises their functions.

Possible measures include the right to modify or delete the provider's content that violates these Terms and Conditions or is illegal from Kemetica’s system. Additionally, Kemetica may warn the provider, for example, if illegal documents are uploaded to the bot's knowledge database or if the created videos violate these Terms and Conditions or are illegal.

In case of multiple violations of copyright, data protection law, and other rights and obligations listed in these Terms and Conditions, despite prior notice, Kemetica reserves the right to terminate the contract without notice.

Further claims remain unaffected by these sanction rights. The provider will be informed of the measures taken. Kemetica will take the aforementioned measures appropriately based on the severity of the violation to ensure the protection of users and other providers as comprehensively as possible.

The block may be limited to individual functions of the system, such as the chatbot response function. A complete temporary block will result in the provider's access to all system functions being blocked. The duration of the block depends on the severity of the violation. A permanent and complete block will result in the loss of all system functions and the deletion of all user accounts of the provider and all user accounts attributable to it. In this case, new registration on Kemetica’s Internet platform is not permitted.

§ 7 Contract Duration and Termination

The provider can terminate this contract with one month's notice until the last working day of the respective month. If termination is not made, the contract is automatically extended by another month. Termination must be made in written form via email to info@kemetica.ch. The provider will receive a confirmation of receipt of their termination via email. Until the termination takes effect, the provider will be billed for the services provided in accordance with the contract.

Subject to the sanction rights regulated in § 6, Kemetica has the right to terminate the contractual relationship with the provider with 14 days' notice in case of violation of the provisions of these GTC.

In case of payment delay by the provider, Kemetica has the right to terminate the contract without notice. The right to extraordinary and immediate termination for good cause remains unaffected for both parties.

The provider's data will be deleted within 48 hours from the effective date of termination, unless it is still necessary for billing purposes or there are legal retention obligations in place. Upon termination of the contract, the provider’s trial account and user account will be deleted or deactivated.

§ 8 Data Protection Violations and Incident Response

A data breach occurs when security is compromised, leading to destruction, loss, alteration, or unauthorized disclosure or access to personal information. Kemetica is committed to reporting such incidents to the competent supervisory authority without undue delay and no later than 72 hours after becoming aware of it, if the breach is likely to pose a risk to the rights and freedoms of individuals.

Affected providers will be informed immediately if the data breach may pose a high risk to their rights and freedoms or those of their patients. Kemetica documents all data breaches, including all related facts, impacts, and corrective actions taken. This documentation includes a detailed description of the incident, the type of data involved, the extent of the breach, and the actions taken to remedy and prevent similar incidents in the future.

The provider is also obligated to immediately report any suspected or confirmed data protection violations to Kemetica and to cooperate in clarifying and rectifying the situation. This includes the obligation to adequately protect their systems and to regularly access and monitor the data.

§ 9 Kemetica’s and Providers' Liability

For claims for damages caused by Kemetica, its legal representatives, or auxiliary agents, Kemetica will always be liable without limitation in case of injury to life, body, or health, intentional or grossly negligent violation of obligations, guarantees, as agreed, or to the extent that the scope of the product liability law is opened.

In the event of a violation of essential contractual obligations, whose fulfillment is essential for the proper execution of the contract in the first place and on which the provider can regularly rely (cardinal obligations), due to slight negligence on the part of Kemetica, its legal representatives, or auxiliary agents, the amount of liability is limited to the foreseeable damage at the time of the conclusion of the contract, the occurrence of which must typically be expected. For the rest, claims for damages are excluded.

The use of the services offered occurs exclusively in the relationship between the user and the provider. Kemetica is not responsible for whether the displayed information was actually intended by the provider or perceived differently by the user and implemented by the provider. However, Kemetica reserves the right to review such facts if they come to their attention and, if necessary, to sanction them in accordance with § 6.

Kemetica assumes no liability for the incorrect entry of information in the provider's knowledge database, for the incorrect display of information in the chatbot or video avatar, or for incorrect input by the user and the resulting material and/or immaterial damage. The user is obliged to inform the provider promptly of any malfunction via the medical practice's contact details.

The provider is solely responsible for the content entered by it or on its behalf on the Kemetica Internet platform. The provider is liable for entries made by persons who enter content on the Kemetica portal from its account. Kemetica assumes no liability for the availability, completeness, and accuracy of the information contained in the Kemetica system.

Kemetica does not offer any medical services or information and is not responsible for the content of third parties, particularly not for the content of providers and/or users. Reviews, recommendations, or other content published by users or providers on the websites are not to be understood as recommendations by Kemetica but represent solely the subjective opinions of individuals using Kemetica’s services. They are neither individually nor in their overall impression attributable to Kemetica.

Kemetica is not responsible for data loss, access issues, or other damages caused by misuse of the system, computer viruses, force majeure, or external interference in the system (damage to the system and failures due to hacker attacks or spam or other attacks).

The client is obliged to promptly report any malfunctions via email to info@kemetica.ch. Kemetica guarantees the processing of malfunction reports via email both on weekdays and holidays.

The provider will be informed in advance of the time and respective measures before version renewals, extensions, or system maintenance so that a data backup can be made to avoid data loss that may occur during these processes. Liability for data loss attributable to inadequate data backup is excluded.

Kemetica’s services and content cannot and should not replace medical advice.

§ 10 Indemnification

The provider indemnifies Kemetica, its legal representatives, and auxiliary agents from all third-party claims that the provider has caused by violating these GTC or legal provisions, but which are asserted against Kemetica. In the event of claims against Kemetica, the provider is responsible for all resulting damages, including the costs of appropriate and necessary legal defense.

§ 11 General Provisions, Contract Modification, Choice of Law, Jurisdiction

Changes to these T&C, including changes to services and prices, will be offered to the provider in writing at least one month before the proposed effective date. The provider's consent is considered given if they do not communicate their refusal to Kemetica in writing before the proposed effective date of the changes. The provider is specifically informed of this approval effect in the respective offer.

This contract is subject to the laws of the Swiss Confederation, excluding the United Nations Convention on Contracts for the International Sale of Goods. The provisions of law that limit the choice of law and the applicability of mandatory provisions, particularly those of the country in which the consumer has their habitual residence, remain unaffected.

For disputes arising from or in connection with this contract, the exclusive jurisdiction of the courts in Switzerland is agreed, to the extent permitted by law. Kemetica reserves the right to sue at the provider's registered office. Both parties retain the right to seek a preliminary injunction before the competent judges in accordance with legal provisions.

The language of the contract must be English, Italian, or German. The text of the contract is not stored by Kemetica after the conclusion of the contract and is not accessible to the provider. However, the provider can view and download the current terms and conditions at the time of entering into the contract.

Diverging general terms and conditions from the provider are not recognized unless Kemetica expressly accepts their validity in writing.

If any provision of these General Terms and Conditions is invalid, the remainder of the contract remains valid. The relevant legal provisions apply in place of the invalid provision.