Preamble

The services and content offered on the website www.kemetica.ch are intended to improve communication between patients and healthcare providers, including dental practices. Dentists and dental practices, whether acting individually or collectively, are hereinafter referred to as “Providers” or “Clients.”

Kemetica’s services are intended exclusively for business customers (B2B). No direct contractual relationship is established with private individuals (B2C). The services offered include the creation of video avatars for marketing purposes, AI-powered chatbots for providing patients with information, and the automation of administrative tasks.

Kemetica has no influence over the quality of medical services provided. Kemetica cannot verify the accuracy or completeness of the information provided by the Providers regarding the services they offer and assumes no responsibility in this regard. The use of Kemetica’s services in no way replaces consultation with or treatment by a medical professional.

§ 1 Scope of Application of the General Terms and Conditions

1. These General Terms and Conditions govern the legal relationship between Kemetica and the Providers, as well as the use of Kemetica’s services by Patients. Internet users who access Kemetica’s services and, consequently, the services provided by practices or physicians through the Providers’ websites are hereinafter referred to as “Users” or “Patients.”

2. These General Terms and Conditions apply to all Providers who use Kemetica’s services, regardless of the domains through which they access Kemetica’s websites or the domains through which their own services and offerings are accessed. The General Terms and Conditions also apply to Providers who use Kemetica’s websites and services, or parts thereof, through other websites or practice management software, for example via a plug-in.

3. The use of chatbot services by Patients requires their explicit consent prior to their 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 Consent may be withdrawn at any time with effect for the future. Withdrawal of consent will result in the Patient concerned no longer being able to use the chatbot.

4. Contracts relating to the Services shall be governed exclusively by these General Terms and Conditions. Any conflicting or deviating terms and conditions of the Client shall only be accepted by Kemetica if Kemetica has expressly agreed to them in writing. Such terms and conditions shall have no effect unless Kemetica has expressly accepted them in the individual case. The language of the contract shall be Italian or English.

5. These General Terms and Conditions shall apply as a framework agreement in the version valid at the time the contract is concluded, or at least in the version most recently communicated to the Client in writing, also to similar future contracts, without the need to refer to the General Terms and Conditions again in each individual case.

6. Kemetica reserves the right to amend these General Terms and Conditions at any time. The Client will be informed of such amendments by email. If the Client does not object to the amendments within six weeks of receiving the written notification, the amended General Terms and Conditions shall be deemed accepted. If unforeseeable and uncontrollable changes occur after the conclusion of the contract (e.g. changes in applicable law), or if gaps in the contractual provisions arise that significantly disturb the relationship between the Services and the corresponding remuneration, Kemetica shall be entitled to amend the General Terms and Conditions even without the Client’s consent. The Client shall also be informed of such amendments in text form.

§ 2 Kemetica Platform Services

1. Chatbot

   Kemetica provides a chatbot service that can be used to answer questions on technical and factual topics relating to the Provider’s practice. The individual configuration of the chatbot functionality and the creation of the knowledge database are carried out according to the Providers’ instructions and are not reviewed by Kemetica with regard to their content. Kemetica cannot be held responsible for the accuracy of the chatbot’s responses.

   Chatbot conversations are stored anonymously and are accessible both to Kemetica and to the respective Provider. Such storage is carried out for the purposes of quality assurance, service optimization, and analysis of patient needs. Our AI-powered chatbots, also referred to as “Agents,” use advanced large language models (LLMs) such as OpenAI GPT and Anthropic Claude. Although these Agents strive to provide the most accurate responses possible, their responses are not legally binding, and Kemetica assumes no responsibility for any inaccuracies or omissions.

   For the operation of its chatbot services, Kemetica uses Stack AI or NewOaks as its primary chatbot service provider. Stack AI is provided by Stack AI (Eigen Inc.), 88 Webster Ave, Cambridge, MA 02141, USA, while NewOaks is provided by New Oaks LLC, 31 Bristlecone, Irvine, CA 92620, USA. These services enable visitors to obtain information about the Provider’s practice, services, and offerings through an interactive dialogue. When using the chatbot, data such as user-entered messages and usage data are transmitted to Stack AI or NewOaks and processed by them. Stack AI and NewOaks act as data processors on behalf of Kemetica. Processing is carried out on the basis of a data processing agreement, as set out in the respective privacy policies of Stack AI (Stack AI Privacy Policy | Transparency and Trust) and NewOaks (NewOaks AI | Human-Like AI Phone Calls That Convert).

2. Marketing Videos

   Kemetica provides services for the creation of video avatars for marketing purposes, based on video clones of the Provider or third parties who have expressly consented to their creation and use. For these services, Kemetica uses HeyGen, Pixabay, Fliki, and Microsoft Clipchamp to create customized videos on behalf of the Provider and deliver them to patients.

   HeyGen Inc., with its registered office at 12130 Millennium Drive, Suite 300, Los Angeles, CA 90094, USA (EIN: 38-4235881), and Fliki, operated by Nine Thirty Five LLC, with its registered office at 8 The Green, Dover, DE 19901, USA, process 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 under the respective data protection terms of HeyGen (HeyGen Data Processing Addendum) and Fliki (Privacy Policy - Fliki).

   Pixabay is a website providing free stock photography and royalty-free stock media. Images available on the website may generally be used free of charge without attribution and may be modified or adapted into new works. Pixabay does not permit users to sell or distribute content in its original form, use it commercially where it contains recognizable trademarks, or use photographs in immoral, unlawful, misleading, or deceptive ways. Further information is available in the Pixabay Privacy Policy.

   Microsoft Clipchamp

   The legal basis for the use of videos is the explicit consent of the data subject pursuant to Article 6(1)(a) of the GDPR or the legitimate interest in patient communication pursuant to Article 6(1)(f) of the GDPR. HeyGen has implemented Standard Contractual Clauses to ensure an adequate level of protection for transfers of data to the United States.

3. Trial Account and User Account

   To use the Services, Kemetica creates a trial account and a user account for the Provider on the Stack AI platform. Access requires a username and password, which will be provided by Kemetica. The account may only be used by the medical staff of the respective practice who have been expressly authorized by the practice and provided with the relevant login credentials. To ensure quality and improve the Service, Kemetica stores data relating to chats conducted through each Provider’s account. This includes statistical analyses of chatbot usage at different times of the day, as well as analyses of the quality and accuracy of the responses provided. This data is made available to physicians in pseudonymized form to enable patient-oriented optimization of the Service. The Provider must keep its login credentials secure and change them regularly. Disclosure of login credentials to unauthorized persons is prohibited. In the event of suspected unauthorized access, Kemetica must be notified immediately. The Provider is responsible for all activities carried out through its account.

§ 4 Provider Obligations

By confirming the order, the Provider warrants that all information provided to Kemetica is accurate and truthful. This includes, in particular, information concerning persons, services, documents, as well as address details and consultation hours. The Provider undertakes to keep this information up to date throughout the duration of the subscription and to make any necessary changes immediately. Any form of false or misleading information is prohibited, including information concerning other Providers or Users.

The Provider assumes full responsibility for all content contained 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 all applicable laws and these General Terms and Conditions. Any misuse of the System and the services offered through it must be avoided, and access must be protected against unauthorized access by third parties. This applies in particular to individual responses to patient inquiries in the chatbot and to the generation of video avatars, where such content is created by the Provider itself.

The Provider expressly warrants that it holds all rights to the content published by it or on its behalf. This includes, in particular, copyrights in photographs, images, and texts, intellectual property rights, and trademark rights. If the Provider is not the owner of such rights, it warrants that it has the necessary right to use the content within the scope of Kemetica’s Services.

The use of any information published by Kemetica through its Services, such as the chatbot, is permitted solely for the purposes defined in these General Terms and Conditions. Any commercial use or other commercial exploitation, as well as any use of information not covered by these General Terms and Conditions or for purposes other than those specified herein, is expressly prohibited.

The Provider further undertakes to:

• When selecting usernames, chatbot names, or other freely selectable texts used on Kemetica’s online platform, ensure that the names, designations, trademarks, copyrights, or personal rights of others are not infringed. The selected designations must not violate applicable laws and, in particular, must not glorify violence, incite hatred, be pornographic, or otherwise constitute a criminal offense.

• Ensure that access to and use of its user account and Kemetica’s Services is limited exclusively to the Provider itself or to employees expressly authorized by the Provider. The transfer of access credentials to unauthorized third parties is strictly prohibited.

• Not misuse the System or any of Kemetica’s Services, or the services offered through the System, for unlawful purposes. This includes, in particular, refraining from threats, insults, knowingly false allegations, or defamation.

• Not publish false or unlawful information within the Kemetica System or instruct Kemetica to publish such information. The transmission or publication of programs that could disrupt or endanger the operation of the data network, server infrastructure, or the security of Users of Kemetica’s Services is strictly prohibited.

• Not incorporate content from the Kemetica System into other websites or distribute such content in any other manner without Kemetica’s express written consent. The use of links leading to websites containing unlawful content is also prohibited.

• Comply with all applicable data protection regulations concerning Patients when using Kemetica’s Services. The Provider is responsible for obtaining all necessary data protection consents from its Patients before using Kemetica’s Services. If a Patient does not wish for their data to be processed by Kemetica or withdraws 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.

• The Provider is responsible for the administration and data protection-compliant management of stored chat histories. Chatbot conversations are saved automatically and may be viewed by the respective Provider through its dashboard, although access is restricted to conversations relating to its own practice. The Provider undertakes to regularly review whether the continued storage of chat histories remains necessary and to delete data that is no longer required using the deletion function provided. Requests for deletion made by Users must be complied with immediately. Chat histories must not be retained for longer than necessary. A maximum retention period of 12 months is recommended as a guideline, unless statutory retention obligations require a longer retention period. The Provider is required to document the deletion and provide evidence of such deletion upon request.
  

§ 5 Service Fees

The creation, publication, and management of the user account, practice information, and all other Services provided through the Kemetica platform are subject to fees payable by the Provider. The costs of using the Services consist of a monthly fee and a one-time setup fee, the amount of which depends on Kemetica’s current pricing and the Provider’s individual requirements. Fees must be paid in advance for the agreed billing period and for any subsequent renewal periods.

Payment shall be made exclusively by bank transfer. In the event of non-payment, the account in question may be deleted immediately following prior notification. Kemetica invoices all monthly amounts incurred in advance. Invoices will be made available to the Provider by email as downloadable PDF files.

If any errors occur during the invoicing process, the Provider must dispute the incorrect invoice within eight weeks, specifically identify the error, and assert any corresponding refund claims. Kemetica will review the facts stated and refund any amounts that have been overcharged, provided that sufficient evidence is submitted.

§ 6 Sanctions and Enforcement Rights

In the event of a violation of these General Terms and Conditions or any other unlawful use of the System, Kemetica shall be entitled to take one or more of the following measures against the Provider. This applies in particular where Kemetica’s Services are used in a manner that significantly impairs their functionality.

Possible measures include the right to modify or delete from the Kemetica System any content submitted by the Provider that violates these General Terms and Conditions or is unlawful. Kemetica may also issue a warning to the Provider, for example if unlawful documents have been uploaded to the bot’s knowledge database or if videos created by the Provider violate these General Terms and Conditions or applicable law.

In the event of repeated violations of copyright law, data protection laws, or other rights and obligations set out in these General Terms and Conditions, despite prior warning, Kemetica reserves the right to terminate the contractual relationship without notice.

Any further claims and remedies shall remain unaffected by these enforcement rights. The Provider shall be informed of any measures taken. Kemetica shall apply the aforementioned measures proportionately, taking into account the severity of the violation, in order to ensure the most comprehensive possible protection of Users and other Providers.

A suspension may be limited to individual functions of the System, such as the chatbot response function. A temporary full suspension will result in the Provider’s access to all System functions being blocked. The duration of the suspension shall depend on the severity of the violation. A permanent and complete suspension will result in the loss of access to all System functions and the deletion of all user accounts belonging to the Provider, as well as all user accounts attributable to the Provider. In such cases, the Provider will not be permitted to register again on the Kemetica online platform.

§ 7 Contract Term and Termination

The Provider may terminate this Agreement by giving one month’s notice, effective as of the last working day of the respective month. If no notice of termination is given, the Agreement shall automatically be extended for an additional month. Termination must be submitted in writing by email to info@kemetica.ch. The Provider will receive an email confirmation acknowledging receipt of the termination notice. Until the termination becomes effective, the Provider will be invoiced for the Services provided in accordance with the Agreement.

Without prejudice to the enforcement rights set out in Section 6, Kemetica shall be entitled to terminate the contractual relationship with the Provider by giving 14 days’ notice in the event of a violation of the provisions of these General Terms and Conditions.

In the event of delayed payment by the Provider, Kemetica shall be entitled to terminate the Agreement without notice. The right of either party to terminate the Agreement extraordinarily and with immediate effect for good cause shall remain unaffected.

The Provider’s data will be deleted within 48 hours of the effective date of termination, unless such data is still required for billing purposes or must be retained pursuant to statutory retention obligations. Upon termination of the Agreement, the Provider’s trial account and user account will be deleted or deactivated.

§ 8 Data Protection Breaches and Incident Response

A data breach occurs when a security incident results in the destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to personal information. Kemetica undertakes to notify the competent supervisory authority of such incidents without undue delay and, at the latest, within 72 hours of becoming aware of the breach, where the breach is likely to result in a risk to the rights and freedoms of natural persons.

The affected Providers shall be informed immediately if the data breach is likely to result in a high risk to their rights and freedoms or those of their Patients. Kemetica documents all data breaches, including all related facts, impacts, and remedial actions taken. Such documentation includes a detailed description of the incident, the type of data involved, the scope of the breach, and the measures taken to remedy the incident and prevent similar incidents in the future.

The Provider, for its part, is required to immediately report any suspected or confirmed data protection breaches to Kemetica and to cooperate in their investigation and remediation. This also includes the obligation to adequately protect its own systems and to regularly monitor and review access to data.

§ 9 Liability of Kemetica and the Providers

Kemetica shall be liable without limitation for claims for damages caused by Kemetica, its legal representatives, or vicarious agents in cases involving injury to life, body, or health; intentional or grossly negligent breach of obligations; expressly agreed guarantees; or to the extent that liability under applicable product liability laws applies.

In the event of a breach of essential contractual obligations, the performance of which is essential for the proper execution of the contract and on which the Provider may ordinarily rely (“cardinal obligations”), due to slight negligence by Kemetica, its legal representatives, or vicarious agents, liability shall be limited to the foreseeable damage that was typically foreseeable at the time the contract was concluded. In all other respects, claims for damages are excluded.

The use of the Services takes place exclusively within the relationship between the User and the Provider. Kemetica shall not be responsible for whether the information displayed was actually intended by the Provider or whether it is interpreted differently by the User and acted upon by the Provider. However, Kemetica reserves the right to investigate such circumstances if it becomes aware of them and, where necessary, to take measures in accordance with § 6.

Kemetica assumes no liability for the incorrect entry of information into the Provider’s knowledge database, the incorrect display of information by the chatbot or video avatar, or incorrect information entered by the User, nor for any resulting material and/or non-material damage. Users are required to promptly report any malfunction to the Provider using the contact details of the relevant medical practice.

The Provider is solely responsible for all content entered by it or on its behalf on the Kemetica online platform. The Provider is responsible for entries made by persons who upload or enter content on the Kemetica portal using the Provider’s account. Kemetica assumes no liability for the availability, completeness, or accuracy of the information contained in the Kemetica System.

Kemetica does not provide medical services or medical advice and assumes no responsibility for third-party content, in particular content provided by Providers and/or Users. Reviews, recommendations, or other content published by Users or Providers on the Websites shall not be construed as recommendations by Kemetica, but solely as subjective opinions of the persons using Kemetica’s Services. Such content, whether considered individually or in its overall impression, shall not be attributed to Kemetica.

Kemetica shall not be liable for data loss, access problems, or other damage caused by misuse of the System, computer viruses, force majeure, or external interference with the System, including system damage or failures resulting from hacker attacks, spam, or other attacks.

The Client is required to report any malfunctions immediately by email to info@kemetica.ch. Kemetica guarantees the processing of malfunction reports submitted by email on both business days and public holidays.

The Provider will be informed in advance of the timing and scope of any version updates, extensions, or system maintenance, so that a data backup can be performed to prevent data loss that may occur during such processes. Kemetica shall not be liable for data loss attributable to inadequate data backup by the Provider.

Kemetica’s Services and content cannot and must not replace medical advice provided by a qualified healthcare professional.

§ 10 Indemnification

The Provider shall indemnify and hold harmless Kemetica, its legal representatives, and vicarious agents against all third-party claims arising from the Provider’s violation of these General Terms and Conditions or applicable law, where such claims are asserted against Kemetica as a result of the Provider’s conduct.

In the event of third-party claims against Kemetica, the Provider shall be liable for all resulting damages and costs, including the reasonable and necessary costs of legal defense.

§ 11 General Provisions, Amendments to the Agreement, Governing Law, and Jurisdiction

Amendments to these General Terms and Conditions, including changes to the Services and prices, shall be notified to the Provider in writing at least one month before the proposed effective date. The Provider’s consent shall be deemed given if the Provider does not notify Kemetica in writing of its rejection before the proposed effective date of the amendments. The Provider shall be expressly informed of this deemed-consent effect in the respective notice of amendment.

This Agreement shall be governed by the laws of the Swiss Confederation, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory statutory provisions limiting the choice of law and the applicability of mandatory provisions, in particular those of the country in which a consumer has their habitual residence, shall remain unaffected.

For disputes arising out of or in connection with this Agreement, the exclusive jurisdiction of the courts in Switzerland is agreed to the extent permitted by law. Kemetica reserves the right to bring proceedings before the courts at the Provider’s registered office. The right of either party to seek interim or provisional measures before the competent courts in accordance with applicable law shall remain unaffected.

The language of the contract shall be English, Italian, or German. The contractual text shall not be stored by Kemetica after the conclusion of the contract and shall not be accessible to the Provider. However, the Provider may view and download the version of the General Terms and Conditions applicable at the time the contract is concluded.

Any general terms and conditions of the Provider that deviate from these General Terms and Conditions shall not be recognized unless Kemetica expressly agrees to their validity in writing.

Should any provision of these General Terms and Conditions be or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by the applicable statutory provision.