Terms & Conditions

GENERAL TERMS AND CONDITIONS OF “MORPH PRACTICE” DPC

These Terms and Conditions set forth the rules under which Morph Practice provides you with access to and the ability to use the Platform available on the website https://portal.morphpractice.com/, which is maintained and operated by Morph Practice.

These Terms and Conditions govern the relationship between Morph Practice and any person who visits the website https://portal.morphpractice.com/ or accesses the resources provided through the Platform located on the website https://portal. morphpractice.com/, or any of its subpages and subdomains, regardless of the domain extension.

Any person is entitled to use the Platform from anywhere, provided that they strictly comply with these Terms and Conditions. If, at any time, you do not agree with or do not wish to be bound by these Terms and Conditions or any other policy, you must immediately cease using the Platform.

DEFINITIONS

For the purposes of these General Terms and Conditions, the terms listed below have the following meanings:

Morph Practice refers to Morph Practice DPK, UIC 208606913, with its registered office and address of management in Sofia, postal code 1404, Triaditsa District, Goce Delchev Residential Complex, 21 Louis Ayer Street, Apartment 11, email: info@morphpractice.com, Tel.: 0988219799.
“Morph Practice Brands” refers to the names, trademarks, trade names, logos, and symbols that Morph Practice uses to promote and identify the Platform, the website, the Software, and all related and derivative products and services.
“Services” means the services developed and/or offered by Morph Practice, provided through the Software and included in the applicable Subscription Plan, for the use of which the Specialist is required to pay the applicable fee.
“Subscription Plan” means the specific set of services related to the use of the Software by the Specialists, as announced by Morph Practice on the Platform, which the Specialists may use for the period they select and upon payment of the applicable fee.
“Specialist” means any legally competent natural person or legal entity, merchant, or other legal entity that, within the scope of their professional activities as a psychiatrist, psychotherapist, psychologist, or mental health professional, provides, personally and/or through a subcontractor, services related to the management of private therapeutic practices and professional mental health care, as well as other related services, and uses the Software in that capacity. By accepting these General Terms and Conditions, creating a Profile, and using the Platform in its entirety, the Specialist declares that they use the Software and the Platform solely for the purposes of their professional or business activities, as described above. In this capacity, the Specialist expressly confirms that they do not qualify as a “consumer” within the meaning of the Consumer Protection Act (CPA), and therefore the provisions of the CPA and the Law on the Provision of Digital Content and Digital Services and the Sale of Goods (ZPCSUTPS) do not apply.
“Patient” means a natural person who is in a therapeutic or consultative relationship with a Specialist and whose data is entered, processed, and stored by the Specialist using the Platform’s technical tools for the purpose of maintaining an individual mental health record.
“Platform” means the online platform for providing the Software and Services for a fee, accessible via the website https://portal.morphpractice.com/ and all its subpages. The Platform provides the ability to digitize individual mental health records, enabling Specialists to administer and manage information regarding their Patients by organizing primary data, maintaining individual mental health records, and chronologically documenting conclusions and progress from sessions, as well as any other information and data that the Platform allows to be entered.
“Profile” means the Specialist’s profile in the Software.
“Software” refers to the MORPH CRM software. The software was developed and is maintained by Morph Practice and is available on the website https://portal.morphpractice.com/.
“SaaS Model” means a software delivery model in which the Software and Services are provided for use in exchange for a subscription fee. The Software is hosted by Morph Practice. The Software is accessible to the Specialist via a web browser.
“License” means the right to use the Software as a SaaS model, granted to the Specialist by Morph Practice in accordance with these General Terms and Conditions.
“Terms and Conditions” means these Terms and Conditions, which constitute a contract between Morph Practice and the Specialist for the provision of the Software for use. The General Terms and Conditions govern the rights and obligations of the Specialist and Morph Practice. The Specialist must carefully read the current General Terms and Conditions before proceeding to use the Software. The Specialist declares that they are familiar with these General Terms and Conditions. Any action taken by the Specialist within the Software constitutes an electronic declaration that they are familiar with and agree to these General Terms and Conditions, and that they are bound by them. Any action taken by the Specialist within the Software constitutes an electronic declaration that they are entering into a contract for the provision of the Software for use in exchange for payment.
“Term” means the term specified in these General Terms and Conditions.
“Party” means Morph Practice or the Specialist.
“Parties” means Morph Practice and the Specialist.
“Third parties” means persons, organizations, and bodies other than Morph Practice and the Specialist.
“General Data Protection Regulation” means REGULATION (EU) 2016/ 679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC

SCOPE OF THE LICENSE

Software DescriptionThrough the Morph Platform, Morph Practice provides specialists with access to the MORPH CRM software as a SaaS (Software as a Service) solution. The software enables specialists to digitize individual mental health records; administer and manage information regarding their Patients by organizing primary data; maintain individual mental health records and chronologically document conclusions and progress from sessions conducted with Patients. Morph Practice solely provides the Software to the Specialist for use; it does not provide any other services and bears no responsibility for the services and activities performed by the Specialist and/or their subcontractors. Morph Practice is not liable for the Specialist’s relationships with their Patients and/or subcontractors, nor for the quality of the services provided by the Specialist and/or their subcontractors. The Specialist bears full responsibility for the services provided by the Specialist and/or its subcontractors. All claims by Patients and/or the Specialist’s subcontractors regarding services provided by the Specialist shall be directed to the Specialist, even though such services may be managed through the Morph Practice Software. The Specialist is obligated to notify all of its subcontractors, Patients, and Third Parties that it alone is responsible for the performance of the services it provides. In all cases, the relationships between Specialists, subcontractors, and Patients are governed by the Specialists, and the Specialists bear full responsibility for these relationships, including for the performance of the services provided by the Specialists and for the processing and storage of Patients’ personal data in the Software.
Granting of a LicenseFor the Term, Morph Practice grants the Specialist a non-exclusive, non-transferable right to use the Software for their own internal professional purposes under the SaaS model for licensing and providing the Software and the Services included in the relevant Subscription Plan that the Specialist has purchased and paid for.
Prohibitions3.1. The specialist is not authorized to:3.1.1. To use the Software in any manner other than as expressly provided for in these General Terms and Conditions;3.1.2. To copy and install the Software on its own computer network or on other hardware;3.1.3. To sell, resell, license, or make available for use the Software or any part thereof, unless otherwise agreed upon by the Parties in writing;3.1.4. To reproduce, distribute, transmit, or publish the functionality of the Software, specific information, process models, and other valuable, material information, with or without compensation, in any form, format, or manner, including, but not limited to, publication on the Internet;3.1.5. To disclose to third parties or use in any manner other than as specified in these General Terms and Conditions the Software, its parts, components, and operating principles;3.1.6. Reproduce, copy, or incorporate information or source code from the Software into other software products or software;3.1.7. To offer the Software as part of a product or service for commercial use or purposes, with or without compensation, unless otherwise agreed in writing by the parties.3.2. For any use not expressly authorized to the Specialist under these General Terms and Conditions, the Specialist shall be liable to Morph Practice for all damages and lost profits, regardless of any limitations on liability set forth in these General Terms and Conditions.
Right of ownership4.1. Morph Practice owns the Software, Services, features, business models, and all intellectual property rights included in the Platform.4.2. Morph Practice reserves all rights to use the Platform and may grant these rights to third parties at its sole discretion and without restriction.4.3. The Specialist acknowledges and agrees that Morph Practice has the right to use, grant to any Third Party, and sublicense all existing and future tools, procedures, subprograms, and other software, data, materials, and technologies that Morph Practice has included or may include in the Software.4.4. Morph Practice owns all intellectual property rights to the Platform, its domain, the Platform’s content, the source code, and all other elements.4.5. The content, data, and information that the Specialist enters or uses in connection with the Platform are solely and entirely the property of the Specialist. The Specialist expressly agrees that Morph Practice may, at its discretion, use and share the data aggregated in the Software with Third Parties to the extent necessary for the operation of the Platform, including for future updates, upgrades, the introduction of new features, etc.5. Restrictions5.1. The Software is provided for use and is not sold to the Specialist. The Specialist agrees that Morph Practice retains full ownership and all rights associated therewith, as well as all other rights to the Software, all related intellectual property rights (including, without limitation, all copyrights), all rights related to any element of the Software that Morph Practice provides to the Specialist. No ownership rights in the Software or any ownership rights and powers related to the Software are transferred under these General Terms and Conditions.5.2. When the Specialist provides the Software to its employees, the Specialist undertakes to ensure that its employees and Third Parties comply with the Software’s terms of use, and that the Software may be used only during the Term, in accordance with these General Terms and Conditions.5.3. The Specialist shall not permit other persons to download, decompile, reverse engineer, or otherwise attempt to extract the source code of the Software, or to remove, obscure, or alter copyrights, trademarks, or other proprietary rights and notices displayed on the Platform or in the Software.5.4. The Specialist shall make every effort to promptly notify Morph Practice if the Specialist becomes aware of any unauthorized copying of the Software by its employees or third parties with access to the Software, and shall cooperate in every possible way with Morph Practice to resolve the matter.

5. Restrictions5.1. The Software is provided for use and is not sold to the Specialist. The Specialist agrees that Morph Practice retains full ownership and all rights associated therewith, as well as all other rights to the Software, all related intellectual property rights (including, without limitation, all copyrights), all rights related to any element of the Software that Morph Practice provides to the Specialist. No ownership rights in the Software or any ownership rights and powers related to the Software are transferred under these General Terms and Conditions.5.2. When the Specialist provides the Software to its employees, the Specialist undertakes to ensure that its employees and Third Parties comply with the Software’s terms of use, and that the Software may be used only during the Term, in accordance with these General Terms and Conditions.5.3. The Specialist shall not permit other persons to download, decompile, reverse engineer, or otherwise attempt to extract the source code of the Software, or to remove, obscure, or alter copyrights, trademarks, or other proprietary rights and notices displayed on the Platform or in the Software.5.4. The Specialist shall make every effort to promptly notify Morph Practice if the Specialist becomes aware of any unauthorized copying of the Software by its employees or third parties with access to the Software, and shall cooperate in every possible way with Morph Practice to resolve the matter.

Deadline6.1. The term is equal to the term of use of the Services specified in the relevant Subscription Plan, which the Professional has purchased and paid for in accordance with the applicable terms and conditions and the selected payment method, or to the term specified in an individual written agreement, if any.

6.2. The Professional is entitled to use the Software only for the Term for which they have paid the applicable price for their chosen Subscription Plan, along with any other amounts due, if any, and provided they continue to pay the amounts due in accordance with these General Terms and Conditions and as specified on the Platform. The Specialist is not entitled to use the Software if they have not paid the applicable price, along with any other amounts due, if any.6.3. The Term shall be automatically renewed an unlimited number of times as long as the Specialist pays the amounts due in accordance with these General Terms and Conditions and as specified on the Platform, or until terminated in accordance with these General Terms and Conditions.

6.4. Upon expiration or termination of the Term, the Specialist shall have only the right to limited access to the Profile and the information and data entered therein for a period of 12 (twelve) months. The Specialist shall lose all other rights granted to him/her under these General Terms and Conditions.6.5. The Specialist shall not be entitled to bring any claims or make any demands for any damages or other compensation in connection with the expiration or termination of the Term, the restriction of access to the Software, and to the information and data entered and stored in the Software. Upon expiration or termination of the Term, the Software will no longer be accessible to the Specialist, and the Specialist shall have no right to bring any claims or demands for any damages or other compensation in connection with the termination of the Term, the termination of access to the Software, or to the data entered and stored in the Software.6.6. In the event of unauthorized use of the Software by the Specialist, after Morph Practice terminates the Specialist’s access to the Software, the Specialist shall pay Morph Practice a penalty equal to the total subscription fee due for the Subscription Plan selected by the Specialist. This payment is due regardless of any limitations of liability set forth in these General Terms and Conditions.

7. TerritoryThe Specialist is authorized to use the Software within the territory of the Republic of Bulgaria.

III. SCOPE OF SERVICES

Registration

1.1. To access the Software and the Services included in the Subscription Plan selected by the Specialist, the Specialist must register and create a Specialist Profile. The Specialist may not use the Software without registering and creating a Profile.

1.2. Registration on the Platform is performed by entering the Specialist’s information into the Specialist registration form on the Platform, including a valid email address and password for access, as well as other required data as specified in the Platform’s registration form, which will be stored in the Morph Practice system. Before registering a Profile, the Specialist must check the designated box on the registration form to indicate that they agree to these General Terms and Conditions.

1.3. By registering a Profile and checking the box provided for this purpose on the registration form to indicate agreement with the Terms and Conditions, the Specialist is deemed to have accepted these Terms and Conditions. From that moment on, the agreement between the Parties regarding the use of the Software is deemed to have been concluded.

1.4. By registering a Profile and checking the box designated for this purpose on the registration form to indicate agreement with the Terms and Conditions, the Specialist is deemed to have accepted these Terms and Conditions. From that moment on, the agreement between the Parties is deemed to have been concluded. By completing the registration, the person who registered declares and warrants that they are not legally incapacitated and that they are using valid personal identification information during registration.

1.5. When registering, the Specialist agrees to provide accurate and up-to-date information. Any person completing registration is responsible for providing false and/or incomplete data and information. Morph Practice shall not be liable if the Specialist or a Third Party has provided false and/or incorrect data at the time of registration or at a later stage, including in all cases where Morph Practice cannot provide access to the Software and/or any of the requested Services as a result of incorrect data or other incomplete or inaccurate information regarding the Specialist.

1.6. The Specialist is responsible for all actions performed through or resulting from the use of their Profile. The Specialist undertakes not to provide access data to their Profile to persons whom they do not wish to perform actions on their behalf and for their account. If the Specialist provides such access to a person, it is deemed that he has authorized that person to perform actions on his behalf and for his account. In this case, the Specialist is liable for the actions of that person as if they were his own.

1.7. The Specialist agrees to immediately notify Morph Practice of any changes to the information provided to Morph Practice during registration or at a later stage, otherwise, Morph Practice shall not be liable for providing the Software for use or the Services when using incomplete or inaccurate data or for any other actions.

1.8. In all cases, the Specialist is responsible for paying for all Subscription Plans ordered, as well as for any additional costs, damages, and lost profits incurred by Morph Practice or Third Parties as a result of incorrectly entered information by the Specialist or failure to provide subsequent notification in accordance with Section 1.7. above.

1.9. Morph Practice reserves the right to deny access to the Software if there is reason to believe that the Specialist has not provided accurate personal information or does not meet the conditions for the provision of Services.

Use of the Software

2.1. Morph Practice will provide the Specialist with a special account to access the Software in a manner determined by Morph Practice.

2.2. Any work not expressly included in the Services and responsibilities of Morph Practice described in these General Terms and Conditions, including professional consultations, may be agreed upon separately between the Specialist and Morph Practice and is subject to additional payment by the Specialist.

2.3. Morph Practice’s technical support obligations and services are intended solely for the Specialist and may be requested only by the Specialist.

2.4. Морф Практис се задължава да се въздържа от:

2.4.1. Unauthorized access to or collection of confidential information or documentation provided by the Specialist or provided to the Specialist by third parties;

2.4.2. Using, for any purpose, the data uploaded by the Specialist or used by the Specialist in connection with the Software, other than for the provision of the Services;

2.4.3. Unauthorized changes to the Specialist’s data, configurations, etc.

2.5. Morph Practice shall not be liable in the event that it is unable to provide connectivity or ensure the operation of technical equipment for a certain period of time due to force majeure, unforeseen events, internet access issues, technical or other objective reasons, including orders issued by the competent state authorities.

2.6. Morph Practice shall not be liable for any damages caused to third parties by the Specialist, the Specialist’s Patient, or any person to whom the Specialist has granted access to the Software and/or Services, including in connection with the use of the Software and Services, and the Specialist agrees to fully indemnify Morph Practice for any damages paid by Morph Practice to third parties for damages caused by the Specialist, including damages arising from the use of the Software and Services by the Specialist, their Patient, subcontractor, or any person to whom the Specialist has granted access to the Software and Services.

2.7. Morph Practice shall not be liable in cases where the security measures of the technical equipment through which the Software and the Service are provided are circumvented, resulting in the loss of information, the disclosure of information, unauthorized access to information, or the restriction of access to information.

2.8. Morph Practice shall not be liable in the event of the disclosure of information, loss, or alteration of data or settings of the Software and the Service resulting from the fraudulent impersonation of the Specialist by a Third Party, if the circumstances indicate that such person is the Specialist.

2.9. Morph Practice shall not be liable for any delay in the performance of its obligations and commitments if such delay is caused by a delay on the part of the Specialist or a third party.

Support

2.1. During the Term, Morph Practice will provide the Specialist with technical support and assistance, including:

2.1.1. Support via email or chat;

2.1.2. Software updates in accordance with a schedule approved and provided by Morph Practice.

2.2. Unless otherwise agreed, support is provided between 9:00 a.m. and 6:00 p.m., Monday through Friday.

2.3. Morph Practice has the right at any time to make changes and improvements to the Software, as well as to the form and content of the Services provided, unless such changes interfere with the core functions of the Software.

2.4. Morph Practice has the right to temporarily suspend some of the offered Services if this is necessary for their update. In such cases, Morph Practice shall notify the Specialist in a timely manner.

Responsibilities of the Specialist

The specialist is required to:

3.1. Provide Morph Practice with complete and accurate information regarding any issues with the use of the Software;

3.2. Provide Morph Practice with the access and cooperation necessary for the successful resolution of errors and issues affecting the Specialist’s use of the Software. With regard to problems, malfunctions, and errors in the Software that affect the Specialist’s use of the Software, in the event that Morph Practice does not receive the necessary reasonable assistance, information, access, and cooperation from the Specialist, or if the Specialist, without permission from Morph Practice, has attempted to fix issues that do not relate to the Specialist’s data used in connection with the Software, Morph Practice shall not be obligated and shall not be able to provide the Specialist with Software support and shall not owe any damages, remedies, or compensation to the Specialist in this regard.

Responsibilities of Morph Practice

4.1. Morph Practice will use reasonable efforts to respond promptly to incidents and issues related to the Services provided.

4.2. Morph Practice will provide regular scheduled updates to the Software and technical support via email at no additional charge. Morph Practice will send timely advance notice to the Specialist regarding scheduled updates.

4.3. Within the scope of technical support, Morph Practice will address issues and incidents related to the Services.

4.4. Support will be provided via remote access in accordance with the above timeframes, depending on the priority of the support request.

4.5. Morph Practice reserves the right, at its sole discretion, to terminate access to the Software and suspend the Specialist’s access to the Profile when required by applicable law or by a competent authority.

IV. RESPONSIBILITIES OF THE SPECIALIST

The Specialist is responsible for the content entered while using the Software, as well as for the activities performed through it. The Specialist agrees not to use the Software or the Platform in any manner that would violate the law or the rights of third parties.
The Specialist agrees to comply with all applicable laws and regulations governing the use of the Software and to indemnify Morph Practice for any damages arising from unlawful acts and/or practices carried out in connection with or within the scope of the Software by any employee or representative of the Specialist.
The Specialist agrees to refrain from using or claiming any rights to any registered or unregistered trademark or trade name of Morph Practice for any purpose.
The specialist agrees to:

4.1. Not to upload, download, store, distribute, use, transmit, or provide links to information, data, text, files, software, images, video or audio materials, messages, or other materials and content that:

4.1.1. contravene the law or violate human rights and freedoms under applicable Bulgarian and international instruments, EU law, the law of the country from which the Specialist offers goods or services, and/or violate these General Terms and Conditions;

4.1.2 promote discrimination, racist, or other anti-democratic ideologies;

4.1.3 damage the reputation of others and call for a violent change to the constitutional order, for the commission of a crime, for violence, or for incitement to racial, national, ethnic, or religious hatred;

4.1.4 infringe upon the material or moral rights of third parties, including copyrights and related rights;

4.1.5. contain pornography, sexual violence, or links to websites with such content;

4.1.6. contain computer viruses or other malicious code or software;

4.1.7 misleading and fraudulent websites created for the purpose of fraud and the illegal acquisition of information;

4.2 To comply with applicable Bulgarian and international law, EU law, these Terms of Use, the Platform’s instructions, and any additional instructions from Morph Practice, as well as all generally accepted commercial practices and the rules of morality and good conduct;

4.3 Not to interfere with the proper functioning of the Software and the Platform, including, but not limited to, not obstructing access by Third Parties, not engaging in unauthorized access, not disrupting or hindering access to other Platforms, etc.;

4.4. Not to use the Software for any activity without having obtained authorization for such activity;

4.5. To immediately notify Morph Practice of any known instance of a violation committed or detected in connection with the use of the Software, including by the Specialist’s employees or Third Parties.

The Specialist shall provide, at their own expense, the necessary computer hardware, operating systems, software, and internet access for the use of the Software.
When the Specialist has granted third parties access to the Software for its use and control, the Specialist is responsible for the actions of such third parties as if they were their own. The Specialist is responsible for the confidentiality of their login credentials for their Profiles (email address and password) and assumes full responsibility for the activities and actions performed through their Profile. The Specialist is responsible for all actions taken using their Profile, regardless of whether they are performed by the Specialist, their employees, or third parties (including their agents or subcontractors). Morph Practice is not liable for actions taken using the Specialist’s Profile. The Specialist agrees to use the Services only in accordance with these Terms and Conditions and will refrain from any misuse thereof.

V. RESPONSIBILITIES OF MORPH PRACTICE

Morph Practice has implemented reasonable measures to protect the Software and shall not be liable for any damages or losses incurred by the Specialist as a result of hacker attacks or unauthorized access by third parties.
Morph Practice is not liable for the activities carried out by the Specialist through the Software and the Platform, nor for the content, correspondence, and communications conducted through them.

VI. PRICES FOR USE OF THE SOFTWARE AND SERVICES

Prices

1.1. Specialists pay Morph Practice the applicable fees for the Subscription Plans they have selected-monthly and annual subscription fees and other amounts specified on the Platform. The Services for which payment is due are described in the relevant Subscription Plan. Morph Practice is not obligated to provide Services that have not been explicitly selected, requested, and paid for by the Specialist. By selecting a Subscription Plan, the Specialist agrees to pay in advance the applicable subscription fee due for the Subscription Plan they have selected.

1.2. Prices and payment terms are described in detail on the Platform. The price includes the Services provided for in the relevant Subscription Plan for the relevant Term.

1.3. Payment of the monthly and annual subscription fees due for the Subscription Plan selected by the Specialist, along with all other amounts due as specified on the Platform, shall be made in advance via credit or debit card, bank transfer, or other methods indicated on the Platform. Morph Practice has the right to use Third-Party Payment Service Providers, selected at its discretion, for the purposes of processing, administering, and finalizing payments, and the Specialist is obligated to comply with the payment terms provided by the relevant third-party payment service provider. Morph Practice shall not be liable if the Specialist fails to take the necessary actions or fails to comply with the relevant terms and conditions for making a payment, as a result of which the payment cannot be made and/or received, and for this reason the Specialist’s access to the Platform is restricted and/or suspended. By accepting these General Terms and Conditions

1.4. If the Specialist has been granted a discount on the standard price of the relevant Subscription Plan and the Term specified therein is terminated early, the Specialist forfeits the right to that discount. In this case, the Specialist shall be required to pay the full amount of the price of the relevant Subscription Plan for its entire Term, and Morph Practice shall have the right to demand this additional payment from the Specialist immediately upon termination.

1.5. Morph Practice is not obligated to provide Services that are not specified in these General Terms and Conditions and/or on the Platform.

1.6. Payment constitutes, on the one hand, a voluntary declaration by the Specialist that they agree to pay for the Services in advance, and on the other hand, an electronic declaration of intent by the Specialist that they agree to the General Terms and Conditions, as well as the individual terms for the specific Subscription Plan, which they have read and approved. The right to use the relevant Subscription Plan arises upon receipt of payment by Morph Practice, and the Specialist is entitled to use the Software and the Platform solely for the period for which they have paid the relevant subscription fees.

1.7. Payment of the applicable fee entitles the Specialist to use the Software and Services included in the Subscription Plan they have selected for the Term. The Specialist is entitled to use the Software and Services only for the Term for which they have paid the fee. The Specialist is not entitled to use the Software and Services for which they have not paid.

1.8. If the Specialist does not wish to use Morph Practice Software and Services in the future, they may discontinue future payments. The Specialist agrees that in the event of non-payment of the subscription fee due for the relevant Subscription Plan, the Specialist loses the right to use the full functionality of the Software and the Platform. In this case, upon expiration or termination of the Term, the Specialist shall have only the right to limited access to the Profile and the information and data entered therein for a period of 12 (twelve) months, losing all other rights granted to them under these General Terms and Conditions. Upon the expiration of this 12-month period, Morph Practice shall have the right to permanently delete the Profile and all information contained therein, without owing the Specialist any notice, prior warning, or any compensation whatsoever. In this case, Morph Practice shall not be liable for any loss of data by the Specialist or any other damages.

1.9. Morph Practice is not obligated to refund any amounts already paid. Even if the Specialist decides to unilaterally terminate the use of the Software and Services, such termination shall be deemed effective upon the expiration of the term for which payment has already been made, and Morph Practice shall not be obligated to refund any amounts received.

1.10. All bank fees, bank commissions, exchange rate losses, or currency exchange commissions, and other expenses and fees related to payments, are the responsibility of the Specialist. The Specialist undertakes to take all necessary actions and pay all necessary associated fees and expenses so that Morph Practice receives the full amount of the price due.

1.11. Morph Practice reserves the right to change the prices listed on the Platform at any time and without notice; such changes shall not affect the use of the Software and Services for the period for which the Specialist has already paid.

Delay in payment

2.1. For any delay in payment, the Specialist shall owe a late payment penalty of half a percent (0.5%) per day of delay, calculated from the due date until the date of payment.

2.2. The Specialist is entitled to use the Software only as long as they pay the fees in full and on time and fulfill their obligations. In the event that the Specialist fails to pay the fees or fails to fulfill any other obligation, Morph Practice may terminate the Specialist’s access to the Platform and/or the Software without being required to provide the Specialist with notice, prior warning, or any compensation whatsoever.

VII. WARRANTIES

Morph Practice provides the Software as a Service on an “as is” basis. The Specialist understands and agrees that Morph Practice intention is to provide Software that is compatible with the current versions of operating systems and browsers on which the Software operates, as specified in these General Terms and Conditions, on the Platform, and/or as further specified by Morph Practice. However, Morph Practice disclaims and excludes any warranties that the Software is compatible with any operating system, computer platform, or browser that the Specialist may choose to use, except for those expressly recommended by Morph Practice. Morph Practice also disclaims any warranty that the Software, including any future modification, update, enhancement, or new version of the Software, will be compatible with new versions of operating systems, computer platforms, and browsers. The Specialist declares that they are aware of and agree that the Services are not error-free and there is no guarantee that they will operate without errors and/or continuously, for which Morph Practice bears no responsibility. The Services are distributed and made available for use in the form created and provided by Morph Practice (“as is”), and Morph Practice does not guarantee that the Software and Services meet all of the Specialist’s needs and requirements. The Specialist has reviewed and verified that the various functionalities of the Software and Services meet their needs and requirements, which they certify and confirm by accepting these General Terms and Conditions. Morph Practice does not guarantee that the Specialist will achieve specific goals and results through the Software.
The Specialist understands that the Software cannot and will not be used if (a) the Software is not used or configured properly due to any act, omission, or restriction caused by the Specialist, its employees, or third parties; (b) the Software has been used unlawfully by the Specialist, or the hardware through which access to the Software is provided is inoperable due to a power failure, lack of an internet connection, or any other circumstance beyond Morph Practice control; or (c) any person other than an authorized representative of Morph Practice modifies the Software.
Any actions related to modifying or maintaining the Software may only be performed by Morph Practice.
Morph Practice does not guarantee that the Software will meet the Specialist’s requirements, or that the Software will operate without interruption or error, or that the Specialist will achieve specific goals or results through the Software.
Limitation of Liability

In any case, Morph Practice liability is limited to the total amount of fees paid by the Specialist over a period of 12 (twelve) months. Morph Practice shall not be liable for any indirect damages to the Specialist, lost profits, lost data, business interruption, or loss of business reputation. In any case, Morph Practice shall not be liable for any damages resulting from the acts or omissions of third parties that are not under the control of Morph Practice.

Morph Practice is not liable for:

6.1. Destruction or loss of data owned by the Specialist for reasons beyond Morph Practice’s control;

6.2. The Specialist’s inability to use the Software for reasons beyond Morph Practice control;

6.3. Claims brought by Third Parties against the Specialist in connection with the use of the Software;

6.4. Loss of data, damages, or lost profits resulting from late payment or failure to fulfill obligations on the part of the Specialist;

6.5. If the Specialist is unable to access the Software due to issues beyond Morph Practice’s control (hardware issues, software issues, internet connectivity issues, etc.).

Morph Practice is not obligated to monitor the information stored by the Specialist or to verify whether it complies with applicable laws, infringes the rights of third parties, or violates the provisions of these General Terms and Conditions.
Morph Practice assumes no responsibility for the information, data, text, files, software, photographic materials, video materials, audio materials, messages, links, references, and other materials and content stored by the Specialist or any of its employees, nor for the activities of the Specialist or any of its employees performed using the Software.
Morph Practice shall not be liable for any damages or lost profits incurred by the Specialist as a result of the termination, suspension, modification, or restriction of the Software or Services, or for the removal of materials or content in cases where the Specialist has failed to fulfill their obligations under these General Terms and Conditions.
Morph Practice shall not be liable for failure to provide access to the Software and Services in the event of non-payment of amounts owed by the Specialist, in the event of failure to comply with the instructions and technical requirements for using the Software, in the event of improper use of the Software, as well as as a result of tests conducted by Morph Practice to verify the Software, connections, networks, etc., as well as tests aimed at improving or optimizing the Software.
Morph Practice reserves the right, without liability for any damages or lost profits, to terminate the Specialist’s access to the Software and the Profile if the Specialist uses the Software to violate laws, infringe upon the rights of third parties, or breach these General Terms and Conditions.

VIII. COMPENSATION

The Specialist shall defend and indemnify Morph Practice against any and all claims, demands, liabilities, losses, fines, financial penalties, damages, and expenses arising from: (a) acts or omissions of Morph Practice or its employees in connection with these General Terms and Conditions that are not expressly set forth as obligations of Morph Practice, including, without limitation, where the Software does not meet the Specialist’s needs; (b) any claim that the Software infringes the copyrights, trademarks, or other proprietary rights of a Third Party to the extent that such infringement arises from (i) modifications to the Software by the Specialist or Third Parties; (ii) the Software has been modified by Morph Practice for the Specialist in accordance with the Specialist’s specifications or requests.

IX. COPYRIGHT

The content of the Platform uploaded by Morph Practice, including all published texts, templates, modules, features, images, photos, videos, articles, and source code, is subject to copyright. It is the property of Morph Practice. The Specialist is not permitted to copy, store, process, publish, distribute in original or modified form, or use in any other way elements and functionalities contained within the Platform, unless Morph Practice has provided an explicit technical capability for this as part of the Services, e.g., through export, synchronization with external applications, or downloading. The Specialist shall not have access to the source code of the Software and the Platform and shall not be entitled to copy or modify them in any way. Any attempt by the Specialist to access, copy, or modify the Platform’s source code shall be deemed a violation of these General Terms and Conditions and of Morph Practice’s rights. The Specialist shall ensure that its employees agree to respect Morph Practice’s copyrights and other intellectual property rights.
The Specialist is entitled to use the Software only as long as the Specialist pays the subscription fees and any other amounts owed by the Specialist, or until the Services are terminated by Morph Practice.
Morph Practice retains all rights to the Software and the Platform, including the rights to market, license, create, reproduce, use, distribute, and otherwise operate the Software and the Platform.
Morph Practice retains ownership and title to the Software and all related copyrights and other rights, trademarks, trade secrets, and other intellectual property rights and proprietary rights, and does not transfer ownership of any or all elements of the Software to the Specialist.
Nothing in these Terms and Conditions grants or may be construed as granting the Specialist any rights (other than the License specifically granted under these Terms and Conditions) to any copyrights, trade secrets, technical data, know-how, logos, trademarks, trade names, Morph Practice Marks, or other proprietary rights owned, used, or claimed, now or in the future, by Morph Practice or its subsidiaries and affiliates. Morph Practice reserves all such rights but grants the Specialist a non-exclusive right during the Term to use the Software solely for the purposes of these General Terms and Conditions and solely in accordance with its instructions for use, provided that Morph Practice’s ownership is acknowledged.
The user must not alter, remove, or obscure any Morph Practice notices regarding trademarks, copyrights, ownership rights, or trade secrets in the Software, and may not add any other trademark to the Software.

X. TERMINATION

Termination Conditions1.1. If the Specialist fails to fulfill any of the obligations set forth in these General Terms and Conditions, Morph Practice may immediately terminate the Specialist’s use of the Software and Services.1.2. Failure to pay amounts owed by the Specialist, as provided for in these General Terms and Conditions, constitutes grounds for terminating access to and use of the Software, as well as for deleting the Specialist’s Profile. The Specialist agrees that in the event of non-payment of the subscription fee due for the relevant Subscription Plan, the Specialist loses the right to use the full functionality of the Software and the Platform. In this case, upon expiration or termination of the Term, the Specialist shall have only the right to limited access to the Profile and the information and data entered therein for a period of 12 (twelve) months, losing all other rights granted to them under these General Terms and Conditions. Upon the expiration of this 12-month period, Morph Practice shall have the right to permanently delete the Profile and all information contained therein, without owing the Specialist any notice, prior warning, or any compensation whatsoever. In this case, Morph Practice shall not be liable for any loss of data by the Specialist or any other damages.

1.3. The Specialist agrees that, in the event that a payment cannot be processed due to insufficient funds, an invalid payment method, or any other reason, Morph Practice or a payment service provider selected by it shall have the right to make a subsequent attempt to process the payment. If, within 7 (seven) days of the first attempt to process the payment, the payment has not been completed and confirmed, Morph Practice has the right to block the Specialist’s access to the Platform or to restrict their right to use the Platform in the manner described in these General Terms and Conditions. Morph Practice shall not be liable for any loss of information or data, or for any damages incurred, established, or realized as a result of the blocking or restriction of access to the Platform.

Effect of the terminationUpon expiration of the Term or upon termination of the use of the Software, in the cases specified in these General Terms and Conditions, all rights and obligations of the Parties shall terminate, except that the Specialist shall not be released from its obligation to pay Morph Practice all amounts due as of the date of expiration of the Term or termination.
Upon termination of the use of the Software, the Specialist immediately loses the right to access and use the Software and the Services through the Platform.
In the event of termination, the following conditions apply:4.1. The Specialist shall immediately cease using the Software and the Services.4.2. All amounts owed to Morph Practice by the Specialist shall become immediately due and payable.4.3. Upon termination of use of the Software prior to the expiration of the Term, Morph Practice shall not be obligated to refund any amounts.
Morph Practice shall not be liable for any damages, lost profits, or other compensation in connection with the termination of the Term or the cessation of use of the Software.
Upon termination, regardless of the reasons therefor, Morph Practice shall have no obligation and shall not be liable for retaining or storing the information and data entered by the Specialist up to the date of termination. Upon termination, Morph Practice has the right, but not the obligation, to retain such information and data for a period of 12 (twelve) months following the date of termination, for the purpose of enabling the Specialist to use the data in the event of a future resumption of use of the Services, as well as to provide the Specialist, subject to the technical feasibility of the Platform, with the ability to retrieve the information and data entered by the Specialist through the functionalities provided on the Platform.

X. DATA PRIVACY

Personal data processing activities in which the Specialist acts as the Data Controller and Morph Practice acts as the Data Processor

1.1. The Parties hereby clarify that when the Software is made available to the Specialist, as well as when Morph Practice provides hosting services and maintenance for the Software, Morph Practice performs activities involving the processing of Patients’ personal data entered into the Software by the Specialist, which include storage and access. With respect to this processed personal data, the Specialist acts as the Data Controller, and Morph Practice acts as the Data Processor.

1.2. The Parties agree that the Processor performs storage activities and has access to all Patient personal data entered into the Software by the Specialist for the purposes of providing the Software for use, providing hosting services, and maintaining the Software in accordance with these General Terms and Conditions.

1.3. Data processing is carried out in strict compliance with the requirements of applicable law solely for the purposes of fulfilling these General Terms and Conditions and providing Morph Practice Services to the Specialist, as well as for the protection of the legitimate interests of the parties in the event of non-performance.

1.4. The Specialist, in its capacity as a Data Controller, is obligated to ensure and guarantee, during the processing of personal data by the Processor, the existence of a valid and documented legal basis for the processing of the personal data of Patients entered into the Software by the Specialist, by its employees and representatives, as well as by any person to whom the Specialist has granted access to the Software and Morph Practice Services. The legal basis for processing may be any of the grounds specified in Article 6, paragraph 1 of the General Data Protection Regulation.

1.5. The Data Controller declares and guarantees that all personal data of natural persons provided to the Data Processor has been obtained from those persons and has been provided for processing by the Data Controller to the Data Processor in a manner compliant with the requirements of applicable data protection legislation, including the General Data Protection Regulation, and that their content is accurate.

1.6. To the extent that the Controller determines all aspects of the processing of personal data, the Parties agree that the Processor has no control over the personal data, except for performing hosting, storage, and access activities in connection with the maintenance of the Software, and therefore the Processor is not responsible for compliance with the legal requirements of the General Data Protection Regulation and Bulgarian law regarding any other activities related to personal data, including the manner in which personal data is collected. The Processor has no role in the decision-making process regarding the processing of personal data by the Controller, the purposes of such processing, or whether such data is protected. Accordingly, the Processor’s liability in this case is limited to compliance with these General Terms and Conditions, but the Processor has no control over and bears no responsibility for the personal data processed by the Controller.

1.7. The Processor has the right to refuse to comply with an instruction from the Controller if, in its opinion, such instruction violates the General Data Protection Regulation or other EU or Member State provisions regarding data protection, and the Processor shall notify the Controller in a timely manner.

1.8. Morph Practice, in its capacity as a Data Controller:

(a) processes personal data only on the basis of explicit or general documented instructions from the Data Controller, including with regard to the transfer of personal data to a third country or an international organization;

b) adopts and implements technical and organizational measures for the protection of personal data applicable to the relevant category of personal data in accordance with the level of impact on such data as determined under applicable Bulgarian law, or in accordance with other criteria and guidelines that may be introduced in the future by a competent state authority;

c) assists the Data Controller in fulfilling its obligations to respond to requests from data subjects to exercise their rights, including the right of access to their personal data, the right to object to processing, the right to restrict or block processing, the right to be forgotten, the right to rectify and update their personal data, and others;

d) provides the Data Controller with access to all information necessary to demonstrate compliance with its obligations and permits and facilitates the performance of any audits by the Data Controller or an auditor designated by it for that purpose;

(e) process personal data solely and exclusively for the purpose of providing Morph Practice Services in accordance with these General Terms and Conditions and in compliance with any specific requirements and instructions from the Data Controller aimed at fulfilling its regulatory obligations.

1.9. Upon expiration of the Term or upon termination of use of the Software, the Processor shall delete the personal data in its possession and destroy any existing copies thereof, unless these General Terms and Conditions or European Union or Bulgarian law require their retention for a longer period.

1.10. The Processor guarantees to the Data Controller that the persons within its organization authorized to process personal data have undertaken a confidentiality obligation by signing a confidentiality agreement or are legally bound to maintain confidentiality.

1.11. In the event that a data subject suffers damages as a result of personal data unlawfully disclosed by the Controller, collected by the Controller without a legal basis, or due to other reasons attributable to the Controller, whereby the processing of personal data by the Processor may be deemed a violation of the data subject’s rights, and the Processor compensates the data subject for the damages suffered, the Controller shall owe the Processor a penalty in the amount of the total sum, together with any expenses, if any, paid by the Processor to the data subject.

1.12. In the event that the Processor is fined or otherwise sanctioned by a competent state authority in connection with the unlawful processing of personal data, committed by the Processor as a result of personal data unlawfully provided by the Controller, collected by the Controller without legal basis, or for other reasons attributable to the Controller, the Controller shall owe the Processor a penalty equal to the amount of the entire financial sanction imposed on and paid by the Processor and/or equal to the amount of the damage suffered by the Processor as a result of another sanction, together with any costs, if any.

1.13. Each Party may disclose the personal data provided by the other Party to persons to whom it has outsourced the processing of personal data for organizational reasons and/or to comply with a legal obligation (processing and sending correspondence, software maintenance, access control, document storage, etc.), to auditors, accountants, attorneys, as well as to authorities, institutions, and/or persons in the cases provided for by law and to whom that Party turns to protect its rights and legitimate interests.

1.14. The relations between the Parties regarding the processing of personal data entered into the Software and the Platform, as addressed in this Section X, are governed in detail by the Personal Data Processing Agreement, which constitutes Annex No. 1 to and an integral part of these General Terms and Conditions. By accepting these General Terms and Conditions, the Specialist declares that they are familiar with the content and accept the terms of the Personal Data Processing Agreement.

Activities involving the processing of personal data by the Parties in their capacity as data controllers

2.1. Each Party processes personal data regarding its employees, contact persons, and representatives provided to the other Party in connection with the performance of these General Terms and Conditions and the provision of Morph Practice Services. Such personal data may include names, title, position/function, signature, contact details (email address, work phone number, etc.); information contained in documents generated and/or provided in the course of and in connection with the performance of these General Terms and Conditions; information contained in correspondence between the Parties related to the performance of the General Terms and Conditions; and any other information provided or created in the course of performing their duties as persons authorized to represent, work for, or cooperate with either Party in connection with the performance of these General Terms and Conditions.

2.2. Each Party is a data controller with respect to the personal data of its employees, contact persons, and representatives provided to the other Party.

2.3. The Parties shall provide to each other, and each Party shall process, personal data regarding employees, contact persons, and representatives of the other Party for the following purposes: compliance with legal obligations, performance of these General Terms and Conditions, provision of the Morph Practice Services, and communication regarding the performance of the General Terms and Conditions.

2.4. The personal data of the employees, contact persons, and representatives of each Party shall be processed for the entire period from the conclusion to the termination of the General Terms and Conditions and for a minimum of 5 (five) years following termination, after which period each Party undertakes to delete the personal data of the employees, contact persons, and representatives of the other Party.

2.5. The personal data of the employees, contact persons, and representatives of each Party may be processed for a period longer than the specified 5-year term if this is necessary for the establishment, exercise, or defense of legal claims (for example, in the event of a legal dispute or other proceedings until their final conclusion before all instances) or if applicable law provides for the processing of data for a longer period.

2.6. Each Party undertakes to duly inform its employees, contact persons, and representatives regarding the provision of their personal data to the other Party for the purposes of performing these General Terms and Conditions and regarding their rights under applicable data protection laws, as well as to ensure a legal basis for the processing of personal data by either Party as provided for in these General Terms and Conditions.

XII. FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure to perform its obligations under these General Terms and Conditions if such delay or failure is due to a force majeure event. Force majeure events are events beyond a party’s control that occur after the date of provision of the Software and that were unforeseeable at the time of signing and whose consequences cannot be overcome without unreasonable expense and/or loss of time for the relevant Party. Force majeure events shall include (without limitation) war, civil unrest, strikes, lockouts and other collective labor disputes, acts of government, natural disasters, extreme weather conditions, epidemics, pandemics, damage to or widespread lack of transportation facilities, accidents, incidents, fire, explosions, and widespread power outages, problems with the global Internet or electronic communications networks or in the provision of services beyond Morph Practice control, as well as in the event of unauthorized access or intervention by Third Parties in the operation of the Software and Services.
If either Party is affected by a force majeure event, it shall notify the other Party in writing within a reasonable time and shall take all reasonable steps to mitigate the effects of the force majeure event. If a force majeure event results in a delay or failure to perform by either Party for a period exceeding two months, then either Party shall have the right to terminate the use of the Software with immediate effect by written notice, without liability to the other Party.
A suspension of performance of obligations under such circumstances does not apply to overdue payments of amounts that were due prior to the occurrence of the force majeure event.

XIII. CONFIDENTIALITY OF INFORMATION

Morph Practice is obligated to use all reasonable efforts to maintain the confidentiality of all data, processes, or personal information entered, stored, or uploaded into the Software by the Specialist or by the Specialist’s employees.
The Specialist is obligated to maintain confidentiality regarding the source code of the Software and all its components, operating methods, and functionality, without any time limit and regardless of the termination of the agreement for the provision of the Software for use.
The Specialist must at all times protect and maintain the confidentiality of all technologies, software, data, and products, as well as all non-public business, financial, or marketing data or information belonging to Morph Practice. Reproduction, use, or disclosure of such information is not permitted without the prior written consent of Morph Practice on a case-by-case basis.
The Specialist bears full and exclusive responsibility for the confidentiality of the content, information, and data they enter into the Platform, as well as for the actions of any person to whom they have granted access to their Profile on the Platform. Morph Practice shall not be liable for any unauthorized access to data resulting from the actions or omissions of the Specialist and/or their staff. The Specialist undertakes to ensure that their staff fully complies with these confidentiality obligations.

XIV. NOTICES

All notices relating to these General Terms and Conditions shall be in writing and may be delivered by courier or email, addressed to the other Party at the address specified below. Notices sent by email shall be deemed delivered if the recipient has responded to the notice or confirmed its receipt. The effective date of any such notice shall be the date on which it is received by the recipient.

1.1. Notifications to Morph Practice:

Address: Sofia, 1404, Triaditsa District, Goce Delchev Residential Complex, 21 Louis Ayer Street, Apartment 11

Email address: info@morphpractice.com

Contact person: Teodora Petrova

1.2. Notifications to the Specialist: as specified in the Profile.

XV. CHANGES

Morph Practice reserves the right to unilaterally amend the General Terms and Conditions at any time. When making changes to the General Terms and Conditions, Morph Practice undertakes to notify the Specialist by sending a notice of the amendment to the General Terms and Conditions via email or through a notification on the Platform. Morph Practice will notify the Specialist of any changes to the General Terms and Conditions no later than 7 days before they take effect. Changes to the General Terms and Conditions do not affect services prior to the expiration of the 7-day notice period.
If the Specialist does not wish to be bound by the amended General Terms and Conditions and to use the Software and Services after the amended General Terms and Conditions take effect, he has the right to terminate his contractual relationship with Morph Practice and his use of the Software without stating a reason and without owing any compensation or penalty, by sending written notice to Morph Practice within one month of receiving the notice under point 1.
The Specialist agrees that all communications from Morph Practice regarding amendments and additions to these General Terms and Conditions will be sent to the email address provided by the Specialist upon registration of the Profile. The Specialist agrees that emails sent in accordance with this section do not need to be signed with an electronic signature to be binding on the Specialist.
The specialist may waive the notice period specified in paragraph 2 by means of a written statement, including via email, or by a clear affirmative act at any time after receiving the notice referred to in paragraph 1.
If the Specialist fails to notify Morph Practice in accordance with Section 2, or if the Specialist performs any actions on the Platform or continues to use Morph Practice Software and Services, the Specialist shall be deemed to have accepted the changes.
Changes to the Terms and Conditions do not affect the relationship between the Specialist and Morph Practice arising in connection with the Software and Services, the provision of which began prior to the notification of changes to the Terms and Conditions. Some changes may have retroactive effect.
Morph Practice shall not be liable for any errors that may occur in the Software or on the Platform, including errors caused by changes, settings, or other actions not performed by Morph Practice.
In any of the cases listed in this section, Morph Practice shall not be liable for any damages or lost profits incurred by the Specialist.

XVI. DIVISION

If any provision of these General Terms and Conditions is declared null and void, invalid, or unenforceable, this shall not result in the nullity, invalidity, or unenforceability of the remaining provisions and/or of the General Terms and Conditions as a whole.

XVII. GOVERNING LAW AND JURISDICTION

The parties shall resolve any disputes arising out of or in connection with these General Terms and Conditions by mutual agreement; if they are unable to reach an agreement, the dispute shall be resolved by the Arbitration Court of the Union of Arbitrators in Bulgaria, with its seat in Sofia. The governing law shall be Bulgarian law.