Terms and Conditions

1.1 Overview

These Terms and Conditions (“Terms”) govern the use of the Cellbyte platform and services (“Cellbyte Services”) provided by Cellbyte GmbH (“Cellbyte”, “we”, “us”, or “our”) to its customers (“Customer” or “you”).

1.2 Definitions

• Cellbyte Services: The AI-powered copilot platform designed to assist pharmaceutical Pricing & Market Access teams by providing advanced data analysis and insights.
• Customer Data: Any data, including clinical, regulatory, HTA, or pricing-related data, submitted by the Customer for processing by the Services.
• User: An individual authorized by the Customer to access and use the Services.
• Subscription Term: The period during which the Customer is granted access to the Cellbyte Services under a subscription plan.
• Service Levels: Commitments regarding availability and support for the Services as described herein.

2.1 License Grant

Subject to these Terms and payment of applicable fees, Cellbyte grants the Customer a non-exclusive, non-transferable, revocable license to access and use the Cellbyte Services solely for internal business purposes related to pharmaceutical pricing and market access.

2.2 Permitted and Prohibited Uses

• Permitted Uses: The Customer may use the Cellbyte Services for analyzing industry data, extracting insights, and informing drug launch strategies.
• Prohibited Uses: The Customer shall not:
  • Reverse engineer, decompile, or disassemble the Cellbyte Services;
  • Sublicense, distribute, or share access with third parties;
  • Use the Services in any manner that violates applicable law or these Terms.

3.1 Subscription Model

Cellbyte Services are provided on a subscription basis. The Customer selects a subscription plan (e.g., monthly or annual) in the Order Form.

3.2 Term and Renewal

• The Subscription Term begins on the Effective Date specified in the Order and continues for the duration of the subscription period.
• The contract does not auto-renew at the end of the Subscription Term. Upon expiration, the Customer may elect to re-subscribe by entering into a new subscription agreement or renewing the existing subscription by mutual agreement.

4.1 Fees and Billing

• All fees are exclusive of any applicable taxes unless stated otherwise.
• Subscription fees are billed in advance on a monthly or annual basis as specified in the Order.
• Payment must be made via the approved digital payment methods within 30 days of invoice issuance.

4.2 Late Payment

• In the event of late payment, interest shall accrue at 8% above the base rate per annum, or a higher rate as permitted by law.
• Cellbyte reserves the right to suspend access to the Cellbyte Services until all outstanding amounts are paid.

4.3 Adjustments

Cellbyte may adjust fees for subsequent subscription periods in the event of material cost changes, with prior written notice.

5.1 Ownership

• All rights, title, and interest in the Cellbyte platform, software, and related intellectual property remain with Cellbyte.
• The Customer receives only the license rights explicitly granted in these Terms.

5.2 Restrictions

The Customer shall not:

• copy, modify, distribute, or create derivative works from the Services
• remove or obscure proprietary notices

6.1 Data Processing

• Cellbyte processes Customer Data in accordance with applicable data protection laws, including the GDPR.
• A Data Processing Addendum (DPA) forms an integral part of this Agreement and governs processing of personal data in accordance with GDPR Article 28.

6.2 Security Measures

• Cellbyte implements industry-standard security measures to protect Customer Data.
• In the event of a data breach, Cellbyte will promptly notify the Customer and take appropriate remedial action.

6.3 Customer Obligations

• Customer is responsible for ensuring that submitted data complies with applicable laws.
• Customer retains ownership of its data and may request deletion or return upon termination, subject to the DPA.

7.1 Obligations

Both parties agree to keep confidential all non-public information disclosed during the term of this Agreement.

Confidential information includes proprietary data, technical information, and business information.

7.2 Exclusions

Confidentiality obligations do not apply to information that is:

• publicly available
• independently developed
• required to be disclosed by law

7.3 Duration

Confidentiality obligations remain in effect for five (5) years after termination.

8.1 Service Availability

Cellbyte commits to providing the Services with a minimum uptime of 99% during each Subscription Term.

8.2 Support Hours

Support is available:

• Monday to Friday, 8:00–20:00 CET
• excluding public holidays in Germany

8.3 Maintenance and Downtime

• Routine maintenance will be scheduled outside of support hours when possible.
• In case of unplanned downtime, Cellbyte will provide updates and restore service as quickly as possible.

9.1 Warranties

Cellbyte warrants that the Services will substantially conform to the published documentation.

No warranty is made regarding uninterrupted or error-free operation.

9.2 Disclaimers

Except as expressly stated, the Services are provided "as is", without implied warranties of merchantability or fitness for a particular purpose.

9.3 Limitation of Liability

• Cellbyte’s liability is limited to direct damages up to the total fees paid by the Customer during the preceding 12 months.
• Neither party is liable for indirect, incidental, or consequential damages.

9.4 Indemnification

The Customer agrees to indemnify and hold harmless Cellbyte from claims arising from misuse of the Services or violation of these Terms.

10.1 Termination for Convenience

Either party may terminate by providing 30 days' written notice prior to the end of the Subscription Term.

10.2 Termination for Cause

Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within 30 days of written notice.

10.3 Effects of Termination

• Upon termination, Customer access to the Services ends.
• Cellbyte will return or delete Customer Data upon request, in accordance with the DPA.
• Termination does not relieve Customer from paying outstanding fees.

11.1 Governing Law

These Terms are governed by the laws of Germany.

11.2 Dispute Resolution

Any disputes will be subject to the exclusive jurisdiction of the courts of Munich, Germany.

12.1 Amendments

Amendments to these Terms must be made in writing and signed by both parties.

12.2 Assignment

Neither party may assign its rights under this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets.

12.3 Force Majeure

Neither party is liable for delays or failures caused by events outside reasonable control, including natural disasters, strikes, or other force majeure events.

12.4 Entire Agreement

These Terms, together with incorporated documents (such as the DPA), constitute the entire agreement between the parties and supersede all prior discussions or agreements.