ilogs healthcare

Terms and Conditions

B2B – ilogs healthcare GmbH

Terms and Conditions

Date: October 1, 2025, valid for the following companies:

Location: Austria

ilogs healthcare GmbH Commercial Register No.: 481242i VAT ID: ATU72724778 Krone Platz 1, 9020 Klagenfurt, Austria Managing Director: Dr. Walter Liebhart Phone: +43 463 305 003 – 9 Email: office@ilogs.care, support-b2b@ilogs.care

Location: Germany

ilogs healthcare GmbH Commercial Register No.: HRB 281974 VAT ID: DE360009706 Konrad-Zuse-Platz 2, 81829 Munich, Germany Managing Directors: Dr. Walter Liebhart, Manuel Paul Phone: +49 89 54196043 – 9 Email: office-de@ilogs.care, support-b2b@ilogs.care

Location: Switzerland

ilogs healthcare GmbH Commercial Register No.: CHE-467.567.318 VAT ID: CHE-467.567.318 Chamerstrasse 172, 6300 Zug, Switzerland Managing Directors: Daniel Schwab, Tel: +41 44797358 - 9 Email: office-ch@ilogs.care, support-b2b@ilogs.care

Location: United Kingdom

iLogs UK Ltd Company Registration No.: 10376348 VAT ID: 258355479 4th Floor, St James House, St James Square, Cheltenham GL50 3PR, UK Managing Directors: Ian Lester, Andreas Jansa Tel: +44 120 290 673 - 9 Email: office-uk@ilogs.care, support-b2b@ilogs.care

Place of Performance and Jurisdiction: the respective location

1 GENERAL

All deliveries and services provided by ILOGS to CUSTOMERS are made exclusively on the basis of the following General Terms and Conditions in the version valid at the time of the order.

Any general terms and conditions of any kind that conflict with these terms and conditions shall be deemed not to have been included and shall be legally invalid.

1.1 Definition of Terms

Explanation of the terms used in these General Terms and Conditions.

CUSTOMER: In these Terms and Conditions, the term CUSTOMER is used in the following situations:

CUSTOMER purchases JAMES products and services and provides them directly to CLIENTS for use, e.g., care facilities that equip their residents with JAMES products and services, or companies with lone workers.

CUSTOMER purchases JAMES products and services from ILOGS, resells them to its own customers, and manages them independently via the JAMES ADMIN PORTAL, e.g., emergency response organizations.

CUSTOMER purchases only hardware products (no services) from ILOGS and resells them to its own customers. In this case, CUSTOMER does not have access to the JAMES ADMIN PORTAL, e.g., offline and online retailers.

ADMINISTRATOR: manages and configures purchased JAMES products and services in the JAMES ADMIN PORTAL.

USER: uses the JAMES products and services; for example, wears the JAMES watch.

CONTACT: Has access to specific data regarding the User and can receive alerts and warnings if authorized by the CUSTOMER; e.g., family members of the User.

EMERGENCY ALERT DEVICE: This can be, for example, a watch, a tracker, a smartphone app, or other alert devices offered by ILOGS in the future.

ILOGS Support: ILOGS customer service. Support contact information can be found on our website at www.ilogs.care.

ADMIN PORTAL: Web portal through which the CUSTOMER manages EMERGENCY DEVICES, CARE RECIPIENTS, and RATES.

RATE PLAN: Recurring costs for services.

1.2 Subject Matter

These Terms and Conditions govern the purchase and use of ILOGS products and services. These include, among other things, the JAMES Telecare system, a cloud-based solution consisting of apps, APIs, hardware components, interfaces to third-party systems, and services.

1.3 Applicability

These Terms and Conditions apply to ILOGS CUSTOMERS who have purchased JAMES products directly from ILOGS. If JAMES products were purchased from third-party sales partners, the terms and conditions of those sales partners shall apply.

2 ORDER, DELIVERY, AND BILLING

2.1 Conclusion of Contract

A contract is formed upon signing an agreement or by accepting these Terms and Conditions. Orders are placed via a web store provided by ILOGS or by email to the local ILOGS support email address. The order is binding for the CUSTOMER as soon as it has been confirmed by ILOGS.

2.2 Delivery Terms

The estimated delivery date is provided upon confirmation of the order. For items in stock, this is typically 5 to 10 business days. The CUSTOMER will be notified immediately of any delivery delays. This information is provided without guarantee.

For goods that are not in stock at the time the CUSTOMER places the order, the delivery time may be up to 8 weeks. The estimated delivery date will be provided upon order confirmation, even for out-of-stock items.

If orders are shipped via a carrier designated by ILOGS, the shipping fees will be billed to the CUSTOMER. ILOGS endeavors to arrange for the most cost-effective delivery possible.

If the CUSTOMER has entered into the contract of carriage themselves without utilizing one of the options we have suggested, the risk passes to the CUSTOMER upon handover of the goods to the carrier.

2.3 Damage During Transport

If goods are delivered with obvious damage to the packaging or contents, the CUSTOMER must immediately report this to the relevant carrier—without prejudice to their warranty rights—and refuse acceptance.

ILOGS must be notified of the damage via the respective local contact information so that ILOGS can assert any rights against the manufacturer and the carrier.

2.4 Terms of Payment

Prices are based on the currently valid price list at the time of the order, plus all shipping costs. Unless otherwise agreed, invoicing is in euros.

Prices are index-linked based on the Austrian Consumer Price Index (CPI) 2021 or the index that replaces it. The starting point for the index-linking calculation is the index figure published for the month in which the contract begins. Prices are adjusted annually.

The payment term for hardware purchases is 10 days from the invoice date. The invoice date is the same as the shipping date.

2.5 Retention of Title for Hardware Purchases

If hardware is purchased from ILOGS, the following terms apply:

ILOGS retains title to the delivered service or goods, or to the media processed or created by us, until all payments arising from the business relationship with the CUSTOMER have been received. If the CUSTOMER resells goods subject to retention of title, the CUSTOMER must also pass on the retention of title. The CUSTOMER must immediately notify us of any third-party claims to our goods subject to retention of title. Pledging, transfer of ownership by way of security, and similar actions involving the goods subject to retention of title are permitted only with our prior consent.

If, in the event of a delay in payment, payment is not made immediately after a reminder is issued, the goods subject to retention of title must be returned without delay, and ILOGS shall have the right to terminate the purchase agreement. The costs of return shall be borne by the CUSTOMER.

2.6 Hardware Rental

If ILOGS hardware is rented, the following terms apply:

The rental item is made available for use upon payment of a monthly rental fee based on the currently valid price list.

Billing for the rental (hardware rental, not the service plan) begins upon delivery of the rental item.

The minimum rental term is 18 months.

After the minimum term expires, the lease may be terminated or paused on a monthly basis.

The rental fee is due in advance each month on the delivery date and is automatically extended for another month as long as the rental is not terminated or paused after the minimum term expires.

All rent due for the month is billed in a single consolidated invoice at the end of the month.

A suspended rental may be reactivated at any time; the new billing date will be the date of reactivation.

After the lease is terminated, the leased item and its accessories must be returned to ILOGS only upon express request; the CUSTOMER bears the costs of return shipping.

2.7 Warranty

For hardware purchases, the warranty period is twelve months from the date of delivery.

For hardware rentals, the warranty remains in effect during billed and paid rental periods (there is no warranty for canceled, paused, or unpaid rental periods).

Excluded from the warranty are damages to wear-and-tear parts (watch glass, watch strap, scratches, etc.) and damages caused by improper handling (such as exposure to corrosive liquids or improper charging procedures).

The SIM cards supplied and installed may only be replaced with ILOGS’s consent.

Any other modifications to the delivered devices are prohibited and will void the warranty.

Any defects or incorrect deliveries must be reported to ILOGS immediately after delivery, in writing (via email or letter).

The CUSTOMER bears the full burden of proof for all prerequisites for a claim, in particular for the defect itself, the time at which the defect was discovered, and the timeliness of the notice of defect.

2.8 Defect Notification, Analysis, and Replacement

For CUSTOMERS who purchase JAMES products and services from ILOGS and provide support to their own customers, the following additional provisions regarding defect reporting, analysis, and replacement apply within the warranty period:

Defects that arise only during operation must be analyzed by the CUSTOMER and reported to ILOGS in accordance with ILOGS’ specifications, including the results of the analysis.

If the defective product is an EMERGENCY CALL DEVICE, the CUSTOMER must mark it as “Maintenance” in the ADMIN PORTAL; if the CUSTOMER does not change this status within one month, ILOGS will deactivate the EMERGENCY CALL DEVICE, rendering it permanently inoperable.

ILOGS will remotely analyze the reported defects within one month. At ILOGS’s request, the CUSTOMER shall assist with the defect analysis as part of their burden of proof (e.g., via video call or by sending videos or images via email). The CUSTOMER shall send defective goods to ILOGS for further analysis only upon express request.

If the CUSTOMER fails to provide the requested assistance with the defect analysis, ILOGS will not recognize the warranty claim.

ILOGS will inform the CUSTOMER of the analysis results, and recognized warranty claims will be addressed by ILOGS during the next billing cycle at the end of each month—either by repairing and returning the goods or by replacing them with new or like-new devices.

2.9 JAMES Rates

Plans via the Webshop

If the plan is activated via the JAMES Webshop, the first billing will occur 30 days after activation and subsequent billing will take place monthly or annually, depending on the selection, on the billing date of the first invoice.

For B2B customers, however, ILOGS recommends setting up a business account to use the ADMIN PORTAL, where you can manage your plans and receive a monthly consolidated invoice, as described below:

Plans via the Admin Portal

If the CUSTOMER manages the plans themselves via the ADMIN PORTAL, the following terms apply:

The monthly plan is billed to the CUSTOMER after the respective plan is activated for the respective service recipient in the ADMIN PORTAL (e.g., when an emergency call device is activated, a plan is automatically activated).

The monthly plan is due in advance each month on the activation date, is valid for one month, and automatically renews for another month on the activation date unless canceled.

All fees due for a given month are billed in a single consolidated invoice at the end of the month.

The monthly plan can be canceled at any time in the ADMIN PORTAL and will no longer be due as of that point on the next effective date.

If, prior to cancellation of the plan, the last due date of that month has passed and the fee has thus become due, the fee will be billed one last time with the next monthly consolidated invoice.

EMERGENCY CALL DEVICES that are in maintenance for analysis will not be billed. To this end, defective EMERGENCY CALL DEVICES must be set to “Maintenance” status by the CUSTOMER in the ADMIN PORTAL. The same billing date rules apply here as for cancellation.

The payment term for service fees is 10 days from the invoice date.

3 USE

We strongly recommend that you read the relevant user manuals and service descriptions before using our products and services. If any questions arise, you can contact us using our local contact information for clarification.

3.1 Our Services

JAMES is a technical call-assistance system that, when an alarm is triggered by the CARE RECIPIENT, notifies a call center and/or a number of CONTACTS. If necessary, the geographical location of the CARE RECIPIENT can be determined, provided that the EMERGENCY CALL DEVICE is technically accessible and a location can be identified.

The system also allows CARE RECIPIENTS and CONTACTS to communicate with one another.

ILOGS reserves the right to modify or expand the features without prior notice.

ILOGS reserves the right to withdraw products from the market or discontinue services for technical or other reasons. ILOGS will provide at least six months’ advance notice of such measures.

3.2 Technical Limitations

ILOGS services can only be guaranteed if all involved services are functioning properly. For example, the following conditions must be met for our mobile EMERGENCY CALL DEVICES to function properly:

The EMERGENCY DEVICE is turned on.

Use in regions authorized for the SIM card being used, subject to the restrictions listed under the “CELLULAR NETWORK” section.

Network reception is available and there is a working telephone connection to the mobile network.

Alarm contacts and/or the call center must be configured in the system and reachable.

The location of the EMERGENCY DEVICE is determined using Location-Based Services (LBS) such as GPS or Wi-Fi triangulation. Here, too, accuracy depends on the current availability of the location technologies used.

ILOGS regularly checks the system’s functionality; however, due to the factors listed above, it cannot rule out short-term service interruptions or inaccurate location tracking.

Any vital signs that are measured are rough estimates and cannot be used for medical purposes.

3.3 Mobile Communications

ILOGS EMERGENCY DEVICES are shipped with roaming SIM cards. The following restrictions apply to the SIM cards used:

The SIM cards are authorized for use only in the following regions: EU, UK, Switzerland.

Incoming calls are free of charge on our SIM card; however, additional charges may apply from the service provider of the calling device (e.g., smartphone, landline, IP phone).

If the SIM card is misused, it will be automatically blocked and the EMERGENCY CALL DEVICE will no longer be usable. The following constitute misuse:

The SIM card is used outside the authorized regions.

The SIM card is removed from the EMERGENCY CALL DEVICE and used elsewhere (e.g., in a smartphone).

Monthly usage exceeds five times the normal monthly maximum usage for the EMERGENCY CALL DEVICES. The normal monthly maximum usage is: 30 minutes of outgoing calls, 30 text messages, and 50 MB of data.

Calls are made from the SIM card to premium-rate numbers (e.g., due to incorrect configuration of the EMERGENCY DEVICE in the ADMIN PORTAL by the CUSTOMER).

The CUSTOMER will be notified via email that the SIM card has been blocked.

3.4 Regular Checks

Users of the system are required to regularly check points 3.2 and 3.3 as follows:

Network reception of the watch

Display of the last connection to the emergency call device via the ADMIN PORTAL or app

Test call or test alarm of the JAMES device once a week

3.5 Health

Current studies recommend a minimum distance of 15 cm between the EMERGENCY CALL DEVICE with a GSM module and a cardiac implant/pacemaker.

3.6 Customer Obligations

The customer is obligated to

immediately report any changes to the contract information on file.

ensure that no tampering with the EMERGENCY CALL DEVICES takes place.

ensure that the technical restrictions specified in (3.2 and 3.3) are checked regularly.

ensure that the EMERGENCY CALL DEVICES are worn and used correctly and that contact with dirt and dust is avoided as much as possible.

ensure that the batteries of the EMERGENCY CALL DEVICES are sufficiently charged.

Do not misuse access to the services or the services themselves.

Not to make calls to premium-rate numbers.

The CUSTOMER is obligated to inform the CARE RECIPIENT and their CONTACTS of all obligations under this section as well as the scope of services provided by ILOGS products.

In the event of a violation of the above conditions, ILOGS reserves the right to take legal action. Furthermore, the CUSTOMER is hereby held liable, as a precautionary measure, for all costs or damages incurred and/or any potential claims by third parties.

4 CUSTOMER-SPECIFIC SOFTWARE DEVELOPMENT

Based on the JAMES Telecare platform, ILOGS develops custom applications as modular extensions. In accordance with specific requirements and upon request by the CUSTOMER, ILOGS initiates its own projects for implementation. Components include:

Analysis and Requirements Definition

Concept and design

Implementation / Development

Quality assurance and testing

Deployment and rollout

Operation and Maintenance

5 JAMES4SALES

JAMES4SALES is a web application that can be used on all platforms and supports digital processes between sales, document generation and management, the call center, and CRM, ERP, and billing systems via interfaces (APIs).

The provision of the necessary infrastructure—such as the server environment, hardware procurement, connecting the hardware to the overall system, and APIs to third-party systems, etc.—is the responsibility of the CUSTOMER.

ILOGS provides assistance with implementation, onboarding, training, and support based on separate project contracts in accordance with the current price list, quote, and order. The JAMES4SALES application is available in various modules and is continuously being developed.

6 MISCELLANEOUS

6.1 Data Protection

The legal basis for data processing is the performance of the contract pursuant to Article 6(1)(b) of the GDPR.

The purpose of data processing is the fulfillment of the contract concluded herein. The data provided to ILOGS is a prerequisite for the provision of services, e.g., the transmission of data in the event of an alert.

The controller responsible for data processing is ilogs healthcare GmbH, Krone Platz 1, 9020 Klagenfurt am Wörthersee, Austria.

The data is managed in a secure data center within the EU.

If the CUSTOMER is the data controller under the GDPR, the CUSTOMER is required to enter into a DPA (Data Processing Agreement under the GDPR) with ILOGS.

If you have any further questions regarding data protection, please contact us at: datenschutz@ilogs.care

Further information on the processing and storage of data can be found in our Privacy Policy (at: https://ilogs.care/privacy).

6.2 Disclaimer

ILOGS excludes any liability for damages of any kind, to the extent permitted by law. The maximum amount of damages to be paid is limited to the agreed purchase price of the EMERGENCY CALL DEVICES delivered within the last 6 months.

In the event of a breach of contractual or pre-contractual obligations—in particular due to impossibility of performance, delay, etc.—ILOGS shall be liable for financial losses only in cases of willful misconduct or gross negligence. Unless the transaction involves a consumer transaction, the injured party must prove the existence of slight or gross negligence.

In cases of slight negligence, ILOGS is liable only for personal injury.

ILOGS is not liable for indirect damages, lost profits, lost interest, lost savings, consequential damages, financial losses, damages arising from third-party claims, or for the loss of data and programs and their restoration. Compensation for consequential damages (including those arising from defects), as well as other property damage, financial losses, and damages claimed by third parties against the CUSTOMER—provided that the transaction is not a consumer transaction—is excluded.

In particular, ILOGS shall not be liable in cases of force majeure or transmission errors for which it is not responsible.

ILOGS is not liable for failure to verify technical limitations (Section 3.2).

Furthermore, ILOGS is not liable for disruptions that fall within the scope of responsibility of the telephone company or a contracted service provider, nor for general network coverage or the availability of the EMERGENCY CALL DEVICES used and the telephones of CONTACTS.

The customer uses the EMERGENCY CALL DEVICE at their own risk. If the customer has purchased the EMERGENCY CALL DEVICE including a SIM card, the mobile service contract is an integral part of this agreement. The suspension, disruption, or restriction of mobile services by the mobile network operator—except in cases of misuse (Section 3.3)—is not the responsibility of ILOGS and has no effect on the claims arising from these terms and conditions.

Claims for damages by business CUSTOMERS are subject to a statute of limitations of one year from the date of becoming aware of the damage and the party responsible for it.

The exclusion of liability also extends to claims against employees, agents, and vicarious agents of ILOGS arising from damages they cause to the CUSTOMER—regardless of whether they have a contract with the customer.

Damages caused by improper or non-contractual actions on the part of the CUSTOMER during installation, connection, operation, or storage do not give rise to any claim against ILOGS. What constitutes “improper” or “non-contractual” conduct is determined, in particular, by the manufacturer’s specifications.

6.3 Trademark Law

The trademarks and all associated rights remain exclusively with ILOGS as the trademark owner. No license, transfer, or implied grant of rights is granted. The use of ILOGS trademarks to create social media accounts, pages, groups, channels, or handles, as well as the registration of domains, subdomains, directories, and meta tags, is prohibited. The use of one’s own logos or emblems in combination with the trademarks is not permitted without approval from ILOGS—no co-branding.

6.4 Severability Clause

Should individual provisions of these Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.

ILOGS and the business CUSTOMER hereby undertake to jointly develop—acting in good faith as contracting parties—a substitute provision that most closely approximates the economic effect of the invalid provision.

6.5 Governing Law and Jurisdiction

The contracting parties agree that Austrian law shall apply. The UN Convention on Contracts for the International Sale of Goods, as well as all provisions relating to it, are expressly excluded. The place of jurisdiction is the respective address of the ILOGS location.

6.6 Copyright

All content, graphics, and the design of the ILOGS website are intended solely for the personal information of our CUSTOMERS. Use is at the user’s own risk. All data on this website is protected under Sections 4 and 87a et seq. of the Copyright Act. Reproduction, copying, and printing of the entire website are permitted solely for the purpose of placing an order with ILOGS. Any reproduction, distribution, and/or public display beyond this scope exceeds fair use and constitutes a violation of copyright law.