Terms and Conditions

1. Provider and scope

1.1 Centi is provided by:

MS Nucleus GmbH
Gundelfinger Straße 5
10318 Berlin
Germany
Email: support@centi-health.de
Managing director: Frederik Marquart
Commercial register: HRB 243388, Local Court (Amtsgericht) Berlin-Charlottenburg
VAT ID: DE243740463

– hereinafter “MS Nucleus”.

1.2 These Terms govern the contractual relationship between MS Nucleus and the customers of Centi.

1.3 Business customers only. Centi is offered exclusively to businesses, meaning natural or legal persons who conclude the contract in the course of their trade, business or profession (in Germany: entrepreneurs within the meaning of section 14 of the German Civil Code (BGB)). This includes in particular Heilpraktiker, naturopaths, nutritional therapists, functional medicine practitioners, physicians, therapists, other health professionals, and practices and other healthcare organisations, including sole traders and practitioners in Switzerland and the United Kingdom.

1.4 Consumers (in Germany within the meaning of section 13 BGB; in the United Kingdom within the meaning of the Consumer Rights Act 2015; in Switzerland persons acting for private purposes) cannot conclude a paid Centi customer account. By registering, the customer confirms that it is acting in the course of its trade, business or profession and not as a consumer.

1.5 On registration or before the start of a paid subscription, the customer provides evidence of its business status, in particular its trading name, business address and, where available, its VAT or MWST number, company registration number or membership number of a professional register (for example BANT, CNHC, GCRN, EMR or ASCA). MS Nucleus stores this evidence. The customer informs MS Nucleus without delay of any change.

1.6 Deviating terms and conditions of the customer only apply if MS Nucleus has expressly agreed to them.

2. Definitions

In these Terms:

• “Customer” means the natural or legal person or practice that concludes the contract for the use of Centi with MS Nucleus.
• “User” means a natural person authorised to use Centi under a customer account, in particular practice owners, practitioners or authorised staff.
• “Patient” means a person whose data the customer processes within Centi or who uses patient-facing features of Centi at the customer’s invitation. In the United Kingdom this includes clients of nutritional therapists and other practitioners.
• “Patient data” means all personal data of a patient, in particular data concerning health within the meaning of Article 9 GDPR and Article 9 UK GDPR, and sensitive personal data within the meaning of Article 5(c) of the Swiss Federal Act on Data Protection (FADP).

3. Services

3.1 Centi is web-based software that supports digital practice processes.

3.2 Depending on the plan booked and the state of development, the following features in particular may be available:

• management of patient profiles and master data,
• digital intake questionnaires,
• sending questionnaires via link or QR code,
• uploading laboratory reports and other documents,
• automated recognition and structuring of laboratory values,
• manual entry and correction of health data,
• display of laboratory values and trends over time,
• creating and editing health reports,
• PDF export and secure provision of reports,
• adding professional assessments and recommendations by the user,
• electronic document and signature processes,
• communication with patients,
• AI-supported assistance in structuring or creating content,
• and the integration of shared health and tracker data from compatible applications, in particular Elara Health.

3.3 The specific scope of services results from the offer or plan selected when the contract is concluded.

3.4 Individual features may be marked as beta, test or preview features. For such features, functionality, stability and availability may be limited.

3.5 Some features may not be available in every country, in particular billing features designed for German fee schedules.

4. Professional responsibility and automated features

4.1 Centi supports users in recording, structuring, displaying and processing health information.

4.2 Intended purpose. Centi is intended for documentation and for displaying information that the user provides or uploads, including laboratory values with the reference ranges stated by the laboratory. Centi is not intended to diagnose, prevent, monitor, predict or treat disease, and it does not replace the review of the original data by the user.

4.3 Content generated or prepared automatically, in particular:

• recognised laboratory values,
• summaries,
• calculations,
• scores,
• notes,
• text suggestions,
• reports,
• recommendations or
• AI-generated content,

may contain errors or be incomplete.

4.4 The user must check automatically generated content for plausibility, accuracy and completeness before using it professionally.

4.5 Medical, therapeutic or other professional decisions remain with the user. Centi does not replace the user’s professional judgement.

4.6 MS Nucleus does not owe any particular medical or therapeutic outcome.

4.7 The regulatory classification of individual features under medical device law or other sector-specific law is not affected by these Terms.

5. Registration and conclusion of the contract

5.1 A customer account is required to use the protected Centi dashboard.

5.2 The contract is concluded when the customer accepts the relevant offer during registration or ordering and MS Nucleus activates the customer account or otherwise enables its use.

5.3 The customer must provide complete and truthful information when registering.

5.4 A person registering on behalf of a practice, company or other organisation warrants that they are authorised to conclude the contract on its behalf.

5.5 MS Nucleus may request appropriate evidence of the identity, professional activity, business status or authority of a customer or user where this is necessary, in particular for security, misuse prevention, tax or compliance reasons.

5.6 There is no entitlement to conclude a contract.

6. User accounts and access rights

6.1 Customers may only use Centi themselves or through persons they have authorised.

6.2 Where Centi allows several user accounts or roles within a practice, the customer is responsible for granting access rights according to each person’s actual tasks.

6.3 Personal login credentials must not be shared between several persons.

6.4 Users must protect their login credentials and authentication means against access by unauthorised persons.

6.5 MS Nucleus must be informed without delay in case of suspected:

• loss of login credentials,
• compromise of an account,
• unauthorised access or
• other security incidents.

6.6 The customer must revoke the access rights of staff who have left or are no longer authorised without delay.

7. Use by patients

7.1 Patients are generally not parties to the paid Centi subscription.

7.2 Centi may, however, provide features that patients can use at the customer’s invitation without their own Centi customer account, in particular:

• completing digital intake questionnaires,
• submitting information,
• accessing securely provided documents,
• electronic signatures,
• and sharing certain data from connected applications.

7.3 These features are used in connection with the treatment or care provided by the practice concerned.

7.4 The customer decides which patient-facing features are used and which content or data is collected.

8. Customer obligations regarding patient data

8.1 The customer is responsible for the lawfulness of the processing of patient data that it initiates.

8.2 This includes in particular responsibility for:

• an appropriate lawful basis and, for health data, a condition for processing special category data,
• complying with statutory information obligations towards patients,
• complying with professional or other confidentiality obligations,
• defining appropriate access rights,
• the lawfulness of uploaded documents and data,
• complying with deletion and retention obligations,
• handling data subject requests,
• and, where applicable, registering with or paying fees to the competent data protection authority (for example the data protection fee to the UK Information Commissioner’s Office).

8.3 The customer may only process personal data through Centi that it is entitled to process.

8.4 In particular, it is prohibited to:

• process unlawfully obtained patient data,
• view or disclose data without the necessary authorisation,
• circumvent Centi’s security measures,
• use other people’s accounts,
• disclose login credentials without authorisation,
• introduce malware or technically harmful content,
• use Centi unlawfully or abusively.

9. Data protection and processing on behalf

9.1 Where MS Nucleus processes the customer’s personal data for its own purposes, in particular for contract administration, billing, customer communication, support or IT security, MS Nucleus acts as controller.

9.2 Where the customer processes patient data within Centi, the customer is generally the controller within the meaning of Article 4(7) GDPR and, as applicable, Article 4(7) UK GDPR or Article 5(j) FADP.

9.3 MS Nucleus generally processes this patient data as a processor under Article 28 GDPR, Article 28 UK GDPR or Article 9 FADP, as applicable, and solely within the customer’s documented instructions.

9.4 For this processing, MS Nucleus and the customer conclude a data processing agreement (“DPA”) under Article 28 GDPR. For customers in the United Kingdom, the UK Addendum to the DPA applies; for customers in Switzerland, the Swiss Annex to the DPA applies. The DPA and its annexes form part of the contract.

9.5 In the event of conflict between these Terms and the DPA, the provisions of the DPA prevail with regard to the processing of personal data.

9.6 MS Nucleus may engage sub-processors in accordance with the DPA.

9.7 Centi’s privacy information as amended from time to time supplements these Terms.

10. No use of patient data for AI training

10.1 MS Nucleus does not use patient data to train generally available AI models.

10.2 Patient data is also not used to train MS Nucleus’s own models for purposes unrelated to the specific customer order.

10.3 Where external providers are used to carry out OCR, AI or analysis features and process patient data in doing so, this takes place solely within the scope of the agreed processing on behalf and the purposes defined there.

10.4 Patient data is not used for advertising profiles and is not sold.

11. OCR, AI and data extraction features

11.1 Centi may use technical methods to automatically recognise, structure and process documents and health information.

11.2 The quality of automated results may be affected in particular by:

• document quality,
• scan or photo quality,
• file format,
• unusual laboratory formats,
• handwritten information,
• units,
• reference ranges, or
• other particularities of the source material.

11.3 The user may and must check automatically recognised information relevant to its professional activity before using it.

11.4 Automated recognition or an AI-generated suggestion is no guarantee of professional accuracy.

11.5 MS Nucleus’s statutory obligations to provide the agreed software service properly remain unaffected.

12. Electronic documents and signatures

12.1 Centi may offer features for providing, signing and archiving documents digitally.

12.2 The customer is responsible for checking which form of signature or documentation is legally or professionally required for the specific transaction in the customer’s jurisdiction.

12.3 Where MS Nucleus expressly warrants a particular legal or technical property for a specific signature feature, that warranty remains unaffected.

12.4 The customer is responsible for the content and legal admissibility of the documents it provides for signature.

13. Professional documentation and retention

13.1 The customer remains responsible for complying with the documentation and retention obligations applicable to its activity.

13.2 This applies in particular to:

• completeness of treatment records,
• required retention periods,
• traceability of changes,
• timely export of required records,
• and the decision whether Centi can be used as part of legally or professionally required documentation.

13.3 MS Nucleus provides the export options included in the booked scope of services.

14. Prices, payment and taxes

14.1 Centi is generally used under a paid subscription.

14.2 The price and scope of services applicable at the time the contract is concluded result from the relevant offer or ordering process.

14.3 For customers established outside Germany, all prices are net prices exclusive of value added tax (VAT, MWST) and other indirect taxes, unless expressly stated otherwise. For customers in Germany, the prices shown include the statutory VAT, unless expressly stated otherwise.

14.4 Reverse charge. Where the place of supply of the services is outside Germany, in particular in the United Kingdom or Switzerland, MS Nucleus invoices without German VAT. The customer is liable to account for any VAT due in its country under the reverse charge mechanism (in the United Kingdom to HM Revenue & Customs; in Switzerland as acquisition tax (Bezugsteuer) under Article 45 of the Swiss VAT Act), unless MS Nucleus is itself required to charge the tax.

14.5 If MS Nucleus is or becomes required by law to charge VAT, MWST or another indirect tax in the customer’s country (for example because the customer is not registered for VAT and MS Nucleus is registered there), MS Nucleus will add this tax at the applicable rate to the net price. MS Nucleus will inform the customer in good time before the first invoice affected.

14.6 The customer warrants that the information it provides on its business status, VAT or MWST registration and place of establishment is correct. If MS Nucleus incurs tax, interest or penalties because this information was incorrect, the customer indemnifies MS Nucleus, unless the customer is not responsible for the incorrect information.

14.7 Fees are payable in advance for the agreed billing period.

14.8 Payments may be processed by an external payment service provider. Unless stated otherwise in the offer, invoices are issued in euros.

14.9 Where a permanent founder or special price is expressly promised to a customer when the contract is concluded, it applies for the duration of the uninterrupted subscription in accordance with the conditions stated at that time.

14.10 Where MS Nucleus offers a voluntary money-back or satisfaction guarantee in an offer, its specific conditions form part of that offer.

15. Term and termination

15.1 Unless otherwise agreed when the contract is concluded, the Centi subscription is concluded on a monthly basis.

15.2 There is no minimum term unless expressly agreed otherwise in the specific offer.

15.3 The subscription can be terminated at any time with effect from the end of the current billing period. Notice can be given in particular through the function provided within Centi or by email to support@centi-health.de.

15.4 Billing periods that have already begun are generally not refunded pro rata in the event of ordinary termination, unless an expressly granted money-back guarantee or mandatory law provides otherwise.

15.5 The right of both parties to terminate for good cause remains unaffected.

16. Payment default and suspension

16.1 If the customer is in default with payments due, MS Nucleus may, after a reminder, temporarily restrict or suspend access to paid features.

16.2 Access may be suspended immediately where this is necessary to:

• avert significant security risks,
• prevent unauthorised access,
• comply with legal or regulatory requirements, or
• stop serious misuse of the platform.

16.3 When deciding on a suspension, MS Nucleus takes into account the legitimate interests of the customer, in particular its need to access patient data already stored.

16.4 Where possible and legally permitted, the customer will be informed before a suspension.

17. Availability, maintenance and further development

17.1 MS Nucleus endeavours to ensure high availability of Centi.

17.2 Uninterrupted and error-free availability at all times is not owed unless a separate service level agreement has been concluded.

17.3 Temporary restrictions may arise in particular from:

• maintenance work,
• security updates,
• technical faults,
• faults in telecommunications networks,
• failures of external infrastructure, or
• events beyond MS Nucleus’s reasonable control.

17.4 Planned maintenance with significant effects on use will be announced in advance where possible.

17.5 MS Nucleus may develop Centi further and adapt features, provided that the agreed essential purpose of use of the booked plan is not unreasonably impaired.

18. Changes to the scope of services

18.1 MS Nucleus may change, add to or replace features if there is an objective reason, in particular:

• technical development,
• improved security,
• changes to legal or regulatory requirements,
• necessary adjustments to external interfaces,
• changes to third-party services, or
• improved usability.

18.2 Significant changes that materially alter the contractually agreed core services to the customer’s disadvantage will be communicated to the customer in good time.

18.3 Where such a change is unreasonable for the customer, the customer will be granted an appropriate special right of termination.

19. End of contract, export and deletion

19.1 Before the contract ends, the customer can use the export functions provided within Centi to save data and documents it needs.

19.2 After the contract ends, the handling of patient data is governed by the DPA and the applicable deletion policy.

19.3 Unless statutory obligations or different documented instructions apply, productively stored patient data is deleted no later than 30 days after the end of the contract.

19.4 Statutory retention obligations for MS Nucleus’s own contract, invoice or business data remain unaffected.

19.5 Details on the deletion of backups and technically required follow-up periods are set out in the DPA or the deletion policy.

20. Rights in the software and customer data

20.1 All rights in the Centi software, user interface, technical documentation and other content provided by MS Nucleus remain with MS Nucleus or the respective rights holders.

20.2 For the term of its contract, the customer receives a simple, non-exclusive and non-transferable right to use Centi to the agreed extent for its own professional activity.

20.3 Rights of the customer or its patients in data, documents and content provided by the customer are not transferred to MS Nucleus by these Terms.

20.4 MS Nucleus only receives the rights required for the technical processing in accordance with the contract.

20.5 Patient data is not used for MS Nucleus’s own advertising purposes or sold.

21. Liability

21.1 MS Nucleus is liable without limitation:

• for intent and gross negligence,
• for culpable injury to life, body or health,
• under expressly assumed guarantees,
• under the German Product Liability Act (Produkthaftungsgesetz),
• and in other cases of mandatory statutory liability.

21.2 In the event of a slightly negligent breach of an essential contractual obligation, MS Nucleus is only liable for the damage typical for the contract and foreseeable at the time the contract was concluded.

21.3 Essential contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment the customer may regularly rely.

21.4 Otherwise, liability for slight negligence is excluded.

21.5 Mandatory statutory liability under data protection law, in particular the rights of data subjects under the GDPR, the UK GDPR and the FADP, remains unaffected.

21.6 MS Nucleus is not liable for the customer’s medical, therapeutic or other professional decisions, unless the underlying damage is itself due to a breach of duty for which MS Nucleus is responsible.

22. Changes to these Terms

22.1 Changes to these Terms may become necessary, in particular due to:

• changes in the law,
• regulatory requirements,
• technical developments,
• new features,
• security requirements, or
• changes to the business model.

22.2 Purely editorial changes, or changes without adverse effects on the customer’s rights, may be made by MS Nucleus and communicated to the customer appropriately.

22.3 Changes that materially alter the contractual relationship to the customer’s disadvantage do not become part of the contract merely because the customer remains silent.

22.4 Where the customer’s consent is required for a significant change, MS Nucleus will obtain it separately.

23. Final provisions

23.1 The contract is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). This also applies to customers established outside Germany, in particular in Switzerland and the United Kingdom. Mandatory provisions of the law of the customer’s country that cannot be derogated from by agreement remain unaffected.

23.2 The courts of Berlin, Germany, have exclusive jurisdiction over all disputes arising out of or in connection with this contract, to the extent legally permissible, if the customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction in Germany. MS Nucleus remains entitled to bring proceedings at the customer’s general place of jurisdiction.

23.3 Should any provision of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.

23.4 The following also apply, where relevant:

• Centi’s privacy policy,
• the data processing agreement, including the technical and organisational measures and, as applicable, its UK Addendum or Swiss Annex,
• the plan and service conditions agreed in the relevant ordering process.

23.5 Language. These Terms are available in German and English. In case of discrepancies, the German version prevails.