General Terms and Conditions (Member)
Welcome to Oviavo. We are happy that your employer is giving you the opportunity to use our Oviavo Benefits. Most of our services are provided through our Members Portal. In the following we provide information on what you need to be aware of in this regard. If you have any questions, please do not hesitate to contact us at firstname.lastname@example.org.
1. Scope of application; eligibility; conclusion of the user agreement
1.1. The following terms and conditions (hereinafter “T&Cs”) shall apply between Oviavo GmbH, Wattstraße 11, 13355 Berlin (phone: +49 178 3375743, e-mail: email@example.com, hereinafter „Oviavo“) and all eligible employees of Oviavo’s partner companies (hereinafter “Employer”) for the use of Oviavo’s services with the purpose of planning individual fertility and family-forming treatments (hereinafter “Oviavo Benefits”), which are made available mainly within a web-based platform at https://members.oviavo.com/ (hereinafter “Members Portal”).
1.2. The eligible employees (hereinafter “Member”) shall be determined by the respective Employer. Oviavo has no influence on this. Unless otherwise stated in these T&Cs, the benefits described in Section 2 can also be accessed by the respective partners of the Member. Partners within the scope of these T&Cs are persons who fulfil the following requirements (hereinafter “Partners”):
- Partners of Members are persons who have a long-term partnership with the respective Member.
- In order to be reimbursed for services that were incurred in the context of a treatment (with) the Partner, the Partner must be included in the Benefits Program by filling out and signing the Oviavo Life Partner Agreement. However, the respective Employer will not be informed of this. A change of Partner within the meaning of these T&Cs can be declared to Oviavo every twelve (12) months by submitting a new Life Partner Agreement.
1.3. Conclusion of the User Agreement: In order for Member to be able to use the Oviavo Benefits, they must confirm being aware of the applicability of these T&Cs, creating a user profile using their work e-mail address and by specifying a secure password that must consist of at least twelve (12) characters (hereinafter “Member Account”). By doing so, the respective Member enters into a contract with Oviavo for the use of the Oviavo Benefits including the Members Portal (hereinafter “User Agreement”)
2. Content and scope of the Oviavo Benefits and the Members Portal; change of services
2.1. Oviavo guides Member and their Partners in planning individual fertility and family-forming treatments, informs them about services offered by fertility clinics and adoption agencies (collectively “Service Providers”) and assists them in communicating with the respective Service Providers and in organizational matters. Oviavo does not itself provide medical treatment, care, diagnosis and/or other health counselling, but informs the Member and their Partners in a neutral manner, so that they always decide on their own which services from Service Providers they would like to use. Member receive the “Oviavo Members Benefits Guide” from their Employer, which contains, among other things, more detailed information on the eligible Service Providers and the services that can be reimbursed within the framework of the Oviavo Benefits (hereinafter “Benefits Guide”). Medical and/or health-related questions should always be addressed to medical professionals. The costs of the Service Providers, insofar as they are eligible for reimbursement, may be reimbursed to the Member in the form of a net wage offset within the scope of a budget set by the Member’s Employer in accordance with section 3.1 of these T&Cs. The budget provided by the Employer may be considered additional income and therefore may constitute a taxable benefit. This may affect the amount of the Member’s income reported on the Member’s tax return at the end of the year and generate a tax liability that the Member should take into account.
2.2. Members Portal: The Members Portal intended to be used exclusively by the Member contains in particular the following contents and functions:
(1) a personalised user profile per Member, including the amount of the budget (still) available to a Member in each case,
(2) information on fertility and family-forming treatments,
(3) online booking platform for arranging free, individual counselling sessions with the Oviavo Care Team according to availability.
Change of service: Oviavo is not obliged to provide certain functionalities or a certain appearance of the Members Portal beyond the aforementioned content and basic functions, but may design and continuously redesign it at its own discretion. In doing so, Oviavo shall take into account the legitimate interests of Member in each case.
2.3. Free of charge: The use of the Oviavo Benefits and the Members Portal is free of charge for Member. This does not apply to the services of the Service Providers utilized. In this respect, Section 3.1 applies.
3. Obligations in the use of the Oviavo Benefits
3.1. Requirements for the use of the budget:
(1) Member undertake to only provide Oviavo with information (a) which exclusively concerns them or (b) – if information (also) concerns Partners and/or other third parties – which Member has been authorised to disclose by the third parties concerned in each case.
(2) Advance payments: Eligible benefits must first be paid in andvance by the Member in its own name or that of the respective Partner.
(3) Verification: The respective costs must then be documented to Oviavo via the Members Portal by submitting the corresponding invoice from the Service Provider and/or other documents that clearly show the eligible services provided. The verification must be made within sixty (60) days from the respective service provision or – in the case of an advance payment for cryopreservation (storage costs) – from the date of invoicing. This shall not apply if, prior to the expiry of the sixty (60) days, the eligibility of the Members has ended (see the Benefits Guide for the requirements for eligibility) or the User Agreement ends for other reasons pursuant to Sections 5 and 6. In this case, the verification must be provided before the end of the agreement. Verification provided at a later date can no longer be taken into account for a net wage offset.
(4) Notifications from the health insurance company: In addition, any notifications from the health insurance company of the Member and/or their Partners concerning the coverage or refusal of coverage of the respective Service Provider’s costs must be communicated to Oviavo via the Members Portal.
(5) No other reimbursement. The Use of the budget depends always on the fact that the costs for the eligible services have not already been or will not be reimbursed by other means. Should a Member and/or their Partner receive payment for costs already reimbursed or still to be reimbursed under Oviavo Benefits, Member undertakes to inform Oviavo of this immediately, at the latest within thirty (30) days of the reimbursement being made. If such other reimbursement takes place after payment of the (pro rata) budget by way of net wage offset, the respective Member shall retrospectively lose its payment claim against its Employer in the corresponding amount. Oviavo will then inform the respective Member whether, and if so, in what amount, the Member must make repayments to their respective Employer or whether other compensation is possible.
(6) Obligation in the event of disputes with the Service Provider: If a service and/or its costs are legally challenged by an Member and/or their Partner against the respective Service Provider, the Member shall inform Oviavo of this without delay, at the latest within thirty (30) days of the notification to the Service Provider, and of the outcome of the dispute. In the case of reimbursements, Section 3.1 (5) shall apply accordingly.
(7) Obligation to provide truthful information: Only truthful information and verification (see section 3.1. (3)) may be provided. Oviavo points out that in the event of a breach of this obligation to provide truthful information, Member lose their entitlement to net wage offset within the meaning of the budget towards their respective Employer and payments already made can be reclaimed by the Employer. The same applies in the case of a breach by Partners. Furthermore, such a breach may trigger claims for damages by Oviavo and/or the respective Employer and/or be subject to criminal prosecution.
3.2. Special obligations when using the Members Portal; rights of use
(1) Access data used within the context of the Member account, including the password, must be kept secret and must not be made accessible to unauthorised third parties. Member may also not provide unauthorised third parties with access to the Members Portal in any other way. If there is a suspicion that third parties have accessed and/or will access the Member Account, the concerned Member shall inform Oviavo of this and change the password immediately.
(2) Member shall be granted the non-exclusive, revocable, non-transferable right, limited to the duration of the User Agreement, to use the content and functions offered on the Members Portal exclusively for private and non-commercial purposes. Unauthorised use includes, in particular, the commercial dissemination as well as public distribution and/or other public display – in particular via social media – of the contents offered on the Members Portal as well as of excerpts or parts of these contents.
(3) Member shall use the Members Portal in a manner that does not impair, overload or damage it and does not jeopardise or circumvent the purpose pursued with the functions and content of the Members Portal. They will not circumvent or alter Oviavo’s security measures, either themselves or through third parties. They shall not misuse the Members Portal, in particular by knowingly introducing viruses, Trojans, worms, logic bombs or other material that is malicious or technologically harmful. They may not gain unauthorised access to the server on which the Members Portal is stored or to any server, computer or database connected to the Members Portal, including attempting to do so. Member must not attack the Members Portal via a denial of service attack or a distributed denial of service attack.
4.1. With the exception of unlimited liability under the Product Liability Act and due to injury to life, limb or health and in the case of intent and negligence, Oviavo’s liability is limited as follows:
4.2. In case of negligence, Oviavo’s liability is limited to compensation for the typical foreseeable damage within the scope of this User Agreement, the occurrence of which Oviavo had to expect at the time of conclusion of the User Agreement due to the circumstances known at that time. In the case of ordinary negligence, however, Oviavo is only liable if Oviavo has breached an obligation which endangers the purpose of the User Agreement or the fulfilment of which makes the proper execution of this User Agreement possible in the first place and on the observance of which the Member and/or their Partner may rely.
4.3. Oviavo shall also not be liable for malfunctions of the Members Portal as a result of data transmission on the Internet for which Oviavo is not responsible and which impede or prevent the use of Internet-based services.
4.4. The limitations stated in the above Sections 4.1 till 4.3 also apply in favor of Oviavo’s legal representatives and vicarious agents if claims are asserted directly against them.
4.5. The responsibility for the medical treatment of the Member and/or their Partners is borne exclusively by the respective Service Provider and their responsible persons as well as any vicarious agents commissioned by the Service Provider. Oviavo is not involved in the treatment of the Service Providers. The same applies to other services provided by the Service Providers.
5. Term of contract; loss of entitlement to benefits
5.1. The duration of this User Agreement shall be indefinite, but dependent in terms of time on (1) the duration of the eligibility of a Member as communicated by the respective Employer, which cannot be influenced by Oviavo (see the Members Guide on eligibility requirements), and (2) the duration of the cooperation agreement between Oviavo and the respective Employer, the end of which the Employer will inform the respective Member about. After the end of the cooperation agreement, the Member concerned can no longer access to the Members Portal.
5.2. Member may claim reimbursement of eligible services (1) as long as the provision of the service takes place prior to the loss of eligibility and/or termination of the cooperation agreement, or invoicing in the case of advance payments for cryopreservation (storage costs), and (2) the verification pursuant to Section 3.1 paragraph 2 is provided in due time.
6.1. Member’s right of termination: Member may terminate the User Agreement vis-à-vis Oviavo at any time by deleting their respective User Profile. In this case, Oviavo’s obligation to perform under these T&Cs and the respective Member’s claim of net wage offset for eligible services vis-à-vis the respective Employer shall also be void.
6.2. Oviavo’s right to terminate for cause: Oviavo may terminate the User Agreement for good cause, in particular if an obligation under these T&Cs has been breached and (a) the breach of obligation has not been remedied even after the expiry of a deadline set for remedial action or after an unsuccessful warning or (b) Oviavo can no longer reasonably be expected to adhere to the User Agreement considering the interests of both parties.
7. Processing of personal data; data protection
8.1. Contractual language: The contractual language shall be English. Communication between the contracting parties shall be in German or English.
8.2. Contract text: Member may download and store the current version of these T&Cs at any time at https://oviavo.com/terms-members/. For evidence purposes, Oviavo also stores the respective contract text, which can be transmitted to Members upon request at Oviavo.
8.3. Amendments to these T&Cs: Oviavo may propose an amendment to these T&Cs to Members at any time if this is necessary to adapt to changing circumstances beyond Oviavo’s control (in particular legislative changes and difficulties in the execution of the User Agreement that were unforeseeable at the time the agreement was concluded) and if the amendment is reasonable for Member. Amendments to these T&Cs shall be offered to Members in text form (e.g. by e-mail) no later than 30 days before their proposed effective date. Members shall be deemed to have given their approval if they do not notify Oviavo in text form of their rejection prior to the proposed date of entry into force of the amendments. If Members do not agree with the changes, they may exercise their right to terminate the Agreement at any time until the proposed date of the changes taking effect (clauses 6.1, 6.2). In the message with which the changes are offered, Oviavo shall also specifically point out to Members once again the right of rejection, the period for this and the possibility of termination. The amended T&Cs shall be published on Oviavo’s Website.
8.4. Applicable law: The law of the Federal Republic of Germany shall apply insofar as the protection granted is not deprived by mandatory provisions of the law of the state in which the respective Member and/or its Partner has their habitual residence.
Version: April 2021