Prochorus

Terms and Conditions

Field of Application

  1. The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to the use of the web-based software application Prochorus Analytics and the services offered therein (hereinafter also referred to as “Services”). The Services focus on the collection and use of data in the field of hygiene in the healthcare sector.
  2. This is an offer from Prochorus GmbH, represented by its management, with a business address at Schloßhalde 15, 78147 Hammereisenbach, hereinafter referred to as “Prochorus.”
  3. These Terms and Conditions apply exclusively to business entities as defined in Section 14 of the German Civil Code (BGB) (hereinafter “Customer”), that is, to natural or legal persons or partnerships with legal capacity that, at the time the contract is concluded, are acting in the course of their commercial or independent professional activities. The use of Prochorus Analytics’ services by consumers as defined in Section 13 of the German Civil Code (BGB) is excluded and is not covered by these Terms and Conditions.
  4. The Customer shall be the sole contracting party with Prochorus. Natural persons who use the application on behalf of and under the responsibility of the Customer—in particular, the Customer’s employees and other agents (hereinafter “Users”)—do not thereby become contracting parties to Prochorus themselves. The Customer shall ensure that its Users comply with these Terms and Conditions as well as applicable data protection regulations, and shall be liable to Prochorus for the acts and omissions of its Users in connection with the use of Prochorus Analytics as if they were its own fault.
  5. By using the services of Prochorus Analytics, the customer and its users agree to be bound by these Terms and Conditions.
  6. In the event of changes to the Terms and Conditions, such changes shall only become part of the contract if the customer agrees to them. For this purpose, it is sufficient for Prochorus Analytics to make the new version of the Terms and Conditions available on its website and for the customer to agree to it before using Prochorus Analytics’ services. Deviating provisions shall apply only if they have been expressly agreed upon in writing between Prochorus Analytics and the customer.

Registration with Prochorus Analytics

  1. The following provisions govern the relationship between Prochorus Analytics and the customer. Customer accounts are created at the request of Prochorus Analytics’ service partners or directly by Prochorus Analytics. Upon initial registration, the customer receives an email containing an invitation link to the login area of the secure web application www.analytics.prochorus.de. After logging in for the first time, the registered customer is prompted to change their password. The customer account is equipped with administrator rights and the services agreed upon between the customer and Prochorus. It is the responsibility of the customer and the administrator designated by the customer to organize and manage access rights and functionalities for their users in compliance with data protection regulations.
  2. In the event of false, inaccurate, outdated, or incomplete information, or in the event of a violation of the obligations to cooperate set forth in the section “Customer Obligations / Hardware Requirements,” Prochorus reserves the right to suspend the account in question and deny the customer access to the software application. The customer will be notified of this. If the customer fails to provide the required cooperation, the account will be irrevocably deleted by Prochorus 6 months after the date of suspension.
  3. Prochorus provides a software application designed specifically to support the services provided by the customer’s service partners in the collection, processing, archiving, and provision of data. The “Prochorus Analytics” software aggregates data from the customer’s various service partners, which the customer can then supplement, collect, archive, analyze, and make available to third parties. “Service partners” as defined in these Terms and Conditions are third parties commissioned directly by the customer who provide services within the scope of the customer’s hygiene processes (e.g., laboratories). This is to be distinguished from cooperation partners as defined in the section “Use within the Framework of Cooperation Partnerships,” who enter into a strategic partnership with Prochorus itself.
  4. Prochorus acts solely as an intermediary for various (service) providers, unless the services in question are provided directly by Prochorus. Contractual relationships between the client and a service provider arranged by Prochorus are established exclusively between these two parties; Prochorus is not a party to such a contractual relationship and is therefore not liable for any primary or secondary contractual claims between the contracting parties.
  5. The use of Prochorus Analytics does not give rise to any obligation on the part of Prochorus to cooperate in the mutual performance of the contract with respect to any obligations arising from the contract between the customer and its service provider. The obligation to provide the agreed-upon services, such as data collection, rests solely with Prochorus.

Processing of Customer Data After the End of the Contract

  1. After the contract ends, the customer’s data will be stored for an additional 90 days so that the customer can download their data. The download and availability of the data are subject to a fee after the contract ends, unless the data constitutes personal information for which the customer or the data subjects have a legal right to free access or data portability (in particular, Art. 12(5), Art. 15, and Art. 20 of the GDPR). The relevant terms will be set forth in a separate agreement between the customer and Prochorus.
  2. The provision of customer data to Prochorus for the purpose of database migration is subject to a fee both during the term of the contract and for up to 90 days after the contract expires.
  3. The data will be permanently deleted 90 days after the contract term expires. Upon written request, the customer may require Prochorus to immediately delete all data.
  4. Notwithstanding the retention periods set forth in Section 3, Prochorus is entitled to use, for its own purposes without time limitation, even after the termination of the contractual relationship, anonymized or aggregated data derived from the Customer’s data processed in the course of performing the contract, from which no conclusions can be drawn regarding the Customer, its users, or other natural persons, even after the termination of the contractual relationship, for an unlimited period of time for its own purposes, in particular for research and development purposes and to improve Prochorus Analytics. Furthermore, statutory retention and disclosure obligations to which Prochorus or the customer is subject with respect to the processed data remain unaffected, in particular in connection with regulatory requirements in the public interest.
  5. Prochorus provides its customers, upon request, with analyses and information that help improve water hygiene and drinking water quality at the customer’s facilities. To this end, Prochorus Analytics uses artificial intelligence that operates exclusively with data collected by Prochorus or its customers themselves. The volume of data generated significantly improves the quality of the analysis and information provided. Customers and users of Prochorus Analytics agree that Prochorus may use automated and manually generated data (e.g., from sensors, etc.) or data provided by the customer (e.g., uploaded documents such as test results) for the continuous improvement of data quality. Prochorus refrains from using personal data or data that could be used to identify the customer or user. Even after the contract ends, the customer grants Prochorus the right to use this data.

Range of Services

  1. The services provided by the Prochorus Analytics software application are based on the use of digital data collection, such as via scanning or sensor devices. This data is processed, archived, analyzed, or made available as part of further process steps. Prochorus partners, such as laboratories, are involved in providing these services, as they are necessary for delivering the services listed below. The services are regularly expanded or improved.
    1. Bacteria/Water Filter Replacement
    2. Flush
    3. Water Tests
    4. Bioindicator Tests
    5. Replacing Aerators
    6. Management of Employee Training
    7. Document Storage
    8. AI-Based Data Analysis
  2. The customer acknowledges that engaging service providers as described above necessitates the transfer or disclosure of personal data (in particular, data pertaining to the customer’s users) to these service providers so that they can provide their respective services to the customer. Prochorus will limit the transfer of personal data to such service providers to what is absolutely necessary. In all other respects, the provisions of the data protection consent form apply.
  3. The services and compensation for Prochorus GmbH are governed by a separate agreement with the client. Prochorus GmbH’s basic obligation to provide services includes the modules booked and provided by the customer. Remuneration is due at the end of each month, subject to any differing provisions regarding free use within the framework of cooperation partnerships as set forth in the section “Use within the Framework of Cooperation Partnerships.”
  4. The Prochorus Analytics application offers every new customer a simplified data migration process in the form of an Excel import. Data migrations following the initial import require a significant amount of verification work on the customer’s part. Customers are encouraged to include as much existing data as possible during the initial import.

Use within the Framework of Cooperative Partnerships

  1. Prochorus may enter into strategic partnerships with manufacturers of products related to the services provided by Prochorus Analytics (e.g., manufacturers of bacterial/water filters, hereinafter “Partners”). As part of such a partnership, the partner’s business customers and their users may be granted free access to a limited set of Prochorus Analytics features (hereinafter “Basic Module”).
  2. The basic module includes only those features that are directly related to the product of the respective partner (e.g., documentation of filter changes). Access to additional modules and features of Prochorus Analytics remains subject to a fee and is governed by the separate agreements set forth in the “Offer of Services” section.
  3. Notwithstanding any referral by the cooperation partner, the respective end customer alone shall be Prochorus’s direct contractual partner within the meaning of these Terms and Conditions and thus the “Customer” as defined in the “Scope of Application” section. The cooperation partner does not thereby acquire any rights of its own to the customer account and is not authorized to make decisions regarding the use of Prochorus Analytics on behalf of the customer or to manage the account.
  4. Free use under this section continues as long as both the underlying cooperation agreement between Prochorus and the respective cooperation partner remains in effect and the customer maintains an ongoing business relationship with that cooperation partner (in particular, through the ongoing purchase of its products). If either of these conditions ceases to apply, free use will end following a 30-day transition period beginning when Prochorus becomes aware of the change. The customer will be notified of this and may, within this period, choose whether to opt for a paid standard plan from Prochorus; otherwise, the customer account will be handled in accordance with the section “Termination of the Contract.”
  5. If the cooperation partner transmits the customer’s personal data to Prochorus for the purpose of creating an account, this is done in accordance with the currently applicable privacy policy of Prochorus GmbH; the customer is informed accordingly about this and about the source of the data.
  6. Notwithstanding Section “Liability of Prochorus,” paragraph 2, Prochorus shall be liable for services provided free of charge under this section only in cases of willful misconduct or gross negligence. In all other respects, the provisions of these Terms and Conditions shall apply accordingly.

Range of Hardware Services

  1. Prochorus provides its customers with hardware devices—either through rental or purchase models—that are used in conjunction with Prochorus Analytics. Terms and conditions are set forth in separate agreements.
  2. At the end of the term, the customer shall return the hardware devices provided to Prochorus’s headquarters or to a location in Germany designated by Prochorus at the customer’s own expense.
  3. The hardware devices must be returned no later than 2 weeks after the end of the term in the condition typically expected for such items.
  4. Any extensions of the term will be governed by a separate agreement.
  5. The customer is responsible for compensating for any damage to the hardware devices for which the customer is at fault (whether due to willful misconduct or negligence, particularly as a result of improper use). Normal wear and tear resulting from use in accordance with the contract is excluded from this provision and does not give rise to a claim for compensation. The customer shall bear any and all fees incurred in repairing damage for which the customer is responsible.
  6. If the damage cannot be repaired, the customer shall pay Prochorus monetary compensation equal to the typical value of the used item at the time the damage occurred.

Offers for Registered Customers

  1. The customer agrees to receive offers from Prochorus via email at the email address provided during registration or through other communication channels. The customer may opt out of receiving such offers at any time without providing a specific reason.

Customer Obligations / Hardware Requirements

  1. When registering with Prochorus, the customer is required to provide accurate information during registration and to keep it up to date at all times. This also applies to all other information the customer provides while using the services. In this regard, the customer has a duty to cooperate and keep information current. The customer is also obligated to always provide Prochorus with complete and truthful information in connection with the use of the services.
  2. The customer acknowledges that providing complete and accurate information is essential for the provision of the services offered. The customer is aware that providing inaccurate information when using the services may result in costs to the customer or increased costs due to the engagement of third-party service providers, for which the customer is personally liable.
  3. If the client provides false, inaccurate, or insufficient information, Prochorus is entitled to cancel and terminate the contract with immediate effect. In the event that the client intentionally provides false or inaccurate personal data, Prochorus reserves the right to demand compensation for any resulting damages and expenses upon presentation of evidence.
  4. Prochorus ensures that Prochorus Analytics runs without errors on the most common hardware devices. However, due to the large number of manufacturers and operating systems from various providers, Prochorus cannot guarantee 100% that this will always be the case, particularly after major software updates. Upon request, Prochorus will provide customers with a list of hardware devices or operating systems—and their respective versions—that ensure the error-free operation of Prochorus Analytics.

Restrictions on Use

  1. The customer and its users are not permitted to disclose access data to unauthorized third parties, to analyze the application through reverse engineering, decompilation, or similar methods—unless expressly permitted by law—or to use Prochorus Analytics for purposes outside the agreed scope of use.

Prochorus' Liability

  1. Services Provided
    In connection with the services it offers, Prochorus acts exclusively as an intermediary for third-party services and is therefore not liable for any claims or damages arising from a legal relationship between the customer and such third parties. Such third parties are not vicarious agents of Prochorus.
  2. Our Services
    To the extent that Prochorus provides its own services to the Client as part of the services offered, liability is limited to willful misconduct and gross negligence, to the extent permitted by law. Prochorus is not liable for financial losses suffered by the client that result from a breach of ancillary obligations due to slight negligence. The foregoing limitations of liability do not apply to damages resulting from injury to life, limb, or health, nor to claims under the Product Liability Act; in such cases, Prochorus shall be liable in accordance with the statutory provisions.
    Prochorus is not liable for the accuracy or completeness of the data entered or uploaded by the customer or its users into Prochorus Analytics. Prochorus is liable for data loss only to the extent that such loss could not have been prevented by reasonable data backup measures taken by the customer.
  3. Statute of limitations
    The customer’s claims for damages under this contract are subject to the statute of limitations in accordance with statutory provisions. The limitation period begins at the end of the year in which the customer became aware of the damage and the identity of the party liable for damages, or in which the customer should have become aware of them had it not been for gross negligence.

Force Majeure

  1. Neither party shall be liable for the non-performance or delayed performance of its obligations under this contractual relationship to the extent that such non-performance or delay is due to circumstances of force majeure. Force majeure includes, in particular, war, terrorism, natural disasters, pandemics and comparable public health emergencies, government orders, strikes or lockouts, as well as widespread outages of Internet, power, or telecommunications infrastructure for which the affected party is not responsible, cyberattacks by third parties, and the failure of third-party services (e.g., hosting or data center providers), provided that the affected party has taken all reasonable measures to prevent and mitigate such failures.
  2. The party affected by a force majeure event is obligated to notify the other party immediately and to make every effort to restore the contractual status as quickly as possible. The respective performance obligations shall be suspended for the duration and to the extent of the disruption; Prochorus shall not be liable during this period for any resulting unavailability or disruption of Prochorus Analytics.
  3. If an event of force majeure lasts for more than 60 consecutive days, either party is entitled to terminate the affected contract with two weeks' notice.
  4. The foregoing provisions do not affect the limitations of liability set forth in the section titled “Prochorus’s Liability.”

Termination of the Contract

  1. Subject to any minimum contract term agreed upon on a case-by-case basis, the customer may delete their user account with Prochorus Analytics and terminate the contract at any time without providing a reason. If a minimum contract term has been agreed upon, ordinary termination is possible for the first time upon the expiration of that term; the right to terminate the contract for cause remains unaffected. Written notice must be sent to the following address:

    Prochorus GmbH

    Schloßhalde 15

    78147 Hammereisenbach

    info@prochorus.de

  2. Upon receipt of the notification, the customer's user account will be suspended within 10 days and subsequently deleted. The customer will receive confirmation of the deletion.
  3. Prochorus may also suspend and delete the customer’s account effective immediately if the customer violates its obligations to cooperate as set forth in the section titled “Customer Obligations / Hardware Requirements.” For further details, please refer to that section.
  4. Use of Prochorus services will no longer be possible as of the time the notice of termination is received or the account is suspended.

Privacy Policy

  1. Prochorus collects, processes, and uses personal data in accordance with the provisions of the Federal Data Protection Act, the General Data Protection Regulation, and the provisions of the Prochorus GmbH Privacy Policy. This includes, in particular, personal data of users (e.g., the customer’s employees) that is processed in connection with the performance of the contract. Prochorus / Prochorus GmbH will not disclose any personal data without the customer’s separate consent, except for necessary data transfers in connection with the customer’s use of the services.
  2. The specific provisions governing the scope, purpose, and legal basis of data processing, the disclosure of data, the retention period, and the rights of data subjects are set forth in the current Prochorus GmbH Privacy Policy, available at www.prochorus.de. By using Prochorus Analytics, the customer agrees to the terms of this Privacy Policy; it becomes an integral part of the contractual relationship between the customer and Prochorus.

Confidentiality

  1. The parties agree to treat as confidential all confidential information of the other party that becomes known to them in the course of performing this Agreement and to use such information solely for the purpose of fulfilling this Agreement. This obligation shall continue even after the termination of the contractual relationship and does not include information that is publicly known or that was lawfully obtained without any obligation of confidentiality.

Special Right of Termination

  1. If Prochorus GmbH enters into individual contracts with its customers for specific periods, Prochorus GmbH is entitled to adjust the agreed-upon prices during the term of the contract to the extent that the costs of the service providers and suppliers used by Prochorus to provide its services (e.g., laboratories, hardware manufacturers, logistics service providers) demonstrably increase. Such a price adjustment shall be made to the extent corresponding to the demonstrated cost increase, but by no more than 5% per annum. If the verifiable cost increase of the service providers and suppliers used exceeds 5% within a period of twelve months, Prochorus GmbH is entitled to terminate the existing contract with eight weeks’ notice or to enter into new negotiations with the customer regarding the terms and conditions. To the extent that the specific cost increase of individual service providers cannot be verified in a particular case without disproportionate effort, the consumer price index of the Federal Statistical Office may alternatively be used as a guideline.

Final Provisions

  1. The headings in these Terms and Conditions are for reference purposes only and shall not be taken into account when interpreting the contract.
  2. The use of the services provided by Prochorus / Prochorus GmbH is governed exclusively by German law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  3. Unless otherwise provided by law, the place of jurisdiction is the registered office of Prochorus GmbH. However, Prochorus GmbH is also entitled to bring an action against the client at the client’s place of business. This agreement on the place of jurisdiction applies, to the extent permitted by law, to merchants, legal entities under public law, and special funds under public law (Section 38 of the German Code of Civil Procedure (ZPO)). In all other respects, the relevant statutory provisions govern local and international jurisdiction.
  4. The customer acknowledges that Prochorus GmbH provides all services related to the use of the Services from the company’s headquarters. The place of performance for all components of the services offered is therefore Hammereisenbach.
  5. Prochorus GmbH is entitled to transfer its rights and obligations under this contractual relationship, in whole or in part, to a third party. The Client is not entitled to assign any claim arising from this contractual relationship without the prior written consent of Prochorus GmbH.
  6. Any deviating agreements, amendments, collateral agreements, and/or commitments of any kind must be in writing.
  7. Should any provisions of these Terms and Conditions be wholly or partially invalid, or should they lose their legal validity at a later date, this shall not affect the validity of the remaining provisions of the Terms and Conditions. The same applies in the event that there is a gap in these Terms and Conditions. In place of the invalid provisions or to fill the gap, an appropriate provision shall apply that, to the extent legally possible, most closely reflects what the parties intended or would have intended in accordance with the meaning and purpose of the contract, had they considered this point when agreeing to these Terms and Conditions. This also applies if the invalidity of a provision is based on a performance standard or time frame (deadline, date) specified in the contract; in such cases, the intended provision shall be replaced by a legally permissible performance standard or time frame (deadline, date) that comes as close as possible to the intended provision.

Hammereisenbach, August 2026