TERMS OF ACCESS TO CERTAIN PUBLICATIONS ON MEDICINESCOMPLETE BY INDIVIDUAL NHS PROFESSIONALS IN THEIR TRADE OR PROFESSIONAL CAPACITY (NON-CONSUMERS), FOR THEIR PERSONAL USE ONLY, ON A SUBSCRIPTION BASIS (‘TERMS’)
These Terms set out the terms on which The Royal Pharmaceutical Society of Great Britain having a principal business address at 66-68 East Smithfield, London E1W 1AW, acting through its publishing division Pharmaceutical Press (‘PhP’) (Fax: +44 (0) 207 572 2509 Email: firstname.lastname@example.org)will provide you (‘You’ and ‘Your’) with access, on a subscription basis, to certain Licensed Publications on the Website.
PLEASE READ THESE TERMS CAREFULLY BEFORE SUBSCRIBING TO THE LICENSED PUBLICATIONS. IF YOU DO NOT AGREE TO THESE TERMS YOU SHOULD NOT SUBSCRIBE TO OR ACCESS THE LICENSED PUBLICATIONS.
THE REMOVAL OF YOUR RIGHT TO CANCEL IS CONTAINED IN CLAUSE 5.2 AND THE LIMITATIONS AND EXCLUSION OF PhP’S LIABILITY ARE CONTAINED IN CLAUSE 8.1 BELOW.
“Agreement” the agreement between PhP and You comprising these Terms;
“Business Day” means a day which is not a Saturday, Sunday or public holiday in London, England;
“Cancellation Notice” has the meaning given to it in Clause 5.1;
“Commercial Use” includes i) copying or downloading any of the Licensed Publications or linking to the Licensed Publications for further redistribution, sale or licensing, for a fee; ii) copying, downloading or posting of any of the Licensed Publications on a site or service that incorporates advertising with such content; iii) the inclusion or incorporation of any of the Licensed Publications in other works or services (other than legally permitted quotations with an appropriate citation) that is then available for sale or licensing, for a fee; iv) use of any of the Licensed Publications howsoever (other than legally permitted quotations with an appropriate citation) by organisations for any promotional or advertising purposes, whether direct or indirect, whether for a fee or otherwise; v) distribution by or on behalf of pharmaceutical organisations; vi) distribution by or on behalf of teaching, training, research, or academic organisations and/or institutions; vii) use of the Licensed Publications for sale, resale, licence, loan, hire, transfer or other form of commercial exploitation; viii) use by an Individual for the benefit of, or in their capacity as an employee for or when otherwise engaged by, a pharmaceutical or commercial organisation; and (ix) use by an Individual for the benefit of, or in their capacity as an employee for or when otherwise engaged by, a teaching, training, research, or academic organisations and/or institutions;
“Confirmation Email” means the email communication from PhP to You confirming Your name and address, Subscription Period, the Licensed Publications, subscription number and access details, any other information relevant to the Agreement, and to which these Terms will be attached or referenced;
“Effective Date” the date on which You accept these Terms;
“Individual” an individual acting for purposes which are in that individual’s trade, business, craft or profession, which shall include an NHS User;
“Licensed Publication(s)” the publications, including NHS Publications, to which you have chosen to subscribe through the Website;
“NHS” means (a) the Secretary of State for Health; or (b) the Department of Health and all agencies thereof;
“NHS Publication(s)” means each publication stated as being a ‘NHS/Non-Commercial Licence’ on the Website;
“NHS User” means an individual person acting in the course of providing:
(a) NHS commissioned care in the United Kingdom;
(b) social care services or information to support social care services delivery for the NHS in the United Kingdom; or
(c) education, training or research for the NHS in the United Kingdom;
“Subscription Period” means the period commencing on the Effective Date and ending one calendar year after the Effective Date;
“United Kingdom” means England, Scotland, Northern Ireland and Wales;
“Website” means www.medicinescomplete.com.
2. Grant of licence
2.1 In consideration of the mutual obligations set out in this Agreement, PhP grants to You a non-exclusive, non-transferable, and non-sub-licensable licence during the Subscription Period to access the Licensed Publications via a web-browser. You shall not have any rights in or to the Licensed Publications other than the rights specifically granted in this Agreement and all rights not expressly granted to You are reserved by PhP.
2.2 The Licensed Publications may only be used by You in Your capacity as an Individual for your own use and not for Commercial Use.
2.3 At any given time during the Subscription Period, You shall not allow any other person (including without limitation any other person within your organisation, trade, business or profession) to access the Licensed Publications.
2.4 Except to the extent necessary to exercise the rights expressly granted by these this Agreement, You shall not:
2.4.1 store transiently or permanently on any medium, transfer, transmit, reproduce, rent, sell, lease, sub-license, loan to any third party, copy, publish or otherwise exploit or make Commercial Use of, modify, adapt, merge, translate, reverse, engineer, decompile, disassemble, create derivative works from or based upon, or combine with other material the whole or any part of the Licensed Publications; or
2.4.2 distribute or disclose the contents of the Licensed Publications to any third party.
2.5 You may display the Licensed Publications on screen and print off single screens: in each case for non-Commercial Use only. At no stage must copies be made of a substantial part of the Licensed Publications.
The Agreement shall commence on the Effective Date and shall, unless terminated earlier as herein provided, continue until expiration of the Subscription Period when it shall terminate automatically. On termination of the Agreement for any reason, access to the Licensed Publications shall automatically cease.
4. Your Obligations
4.1 You acknowledge that Your access to the Licensed Publications under the terms of these Terms is contingent upon Your doing so in your capacity as an Individual throughout the Subscription Period. Where You cease to access the Licensed Publications as an Individual, You must immediately notify PhP.
4.2 You acknowledge that Your access to NHS Publications under the terms of these Terms is contingent upon Your doing so in your capacity as an NHS User throughout the Subscription Period. Where You cease to access the NHS Publications as an NHS User, You must immediately notify PhP.
4.3 You shall keep Your subscription number and access details confidential and not disclose them to any other person.
4.4 You may not store any Licensed Publications on any computer or server so that it is publicly available to any other person.
4.5 You shall furnish all assistance reasonably necessary for PhP to determine Your compliance or the extent of Your non-compliance with the terms of the Agreement, during the Agreement, and for twelve (12) months following termination thereof including without limitation giving PhP or its representatives all reasonable access to Your records on reasonable notice and during regular business hours at the point or points at which the Licensed Publications are or were accessed. In the event that the points where the Licensed Publications are or were accessed by You are situated at different locations, You shall procure access for such inspection by PhP or its representatives to as many of such locations as PhP requests and, at PhP’s direction, You shall arrange for all relevant records to be at a single location for access and inspection by PhP. PhP may take reasonable copies of such records for the purpose of auditing the Your access to and usage of the Licensed Publications.
4.6 You agree to abide by the terms and conditions of usage of the Website, a copy of which appears at https://staging1.about.medicinescomplete.com/terms. PhP may from time to time vary these terms and conditions on the Website.
5. RIGHT TO CANCEL
5.1 Subject to Clause 5.2.2 below You shall have the right to cancel without reason this Agreement within the first fourteen (14) days following the Effective Date (the ‘Cancellation Period’) . To cancel this Agreement You must inform PhP unambiguously that You wish to withdraw either by email to email@example.com or by post marked “For the Attention of Client Services Manager” to the above PhP address: for this purpose you may use the cancellation notice attached to the Confirmation Email (‘Cancellation Notice’).
5.2 You hereby:
5.2.1 expressly consent to PhP providing You with access to the Licensed Publications during the Cancellation period; and
5.2.2 acknowledge and agree that if You access any Licensed Publication within the Cancellation Period You shall lose your right to cancel this Agreement.
6. PhP’s Rights and Obligations
6.1 Following acceptance and these Terms PhP shall send to you the Confirmation Email, following receipt of which You will have the information required to enable you to access the Licensed Publications through the Website.
6.2 PhP and its co-publishers and licensors shall periodically update the content of the Website and PhP will make the updated version available to You.
6.3 PhP or its representatives may suspend or deny access by You to the Licensed Publications if You are in breach of the terms of this Agreement or the terms and conditions of usage of the Website https://staging1.about.medicinescomplete.com/terms.
6.4 PhP may make or authorise changes to the Licensed Publications, or remove a Licensed Publication or any part thereof. If PhP ceases to make a title within a Licensed Publication available, PhP or its representatives shall provide notice to You as soon as reasonably possible, whereupon access to the Licensed Publication shall terminate as to such title.
6.5 PhP or its representatives shall:
6.5.1 ensure that its server or servers have sufficient capacity bandwidth and rate of connectivity to provide You with a quality of service comparable with the current standards in the world wide web online information provision industry;
6.5.2 promptly provide to You all information, including a subscriber number or name, necessary to access the Licensed Publications online; and
6.5.3 use all reasonable endeavours to restore access to the Licensed Publications as soon as possible in the event of an interruption or suspension of availability except that PhP shall not be responsible for procuring or maintaining the network connections or telecommunications links from Your systems to the Website, or any problems, conditions, delays, delivery failures or any loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
7. Intellectual Property
All intellectual property in the Website and the Licensed Publications, including without limitation copyright, database, patent, trade marks and design rights, are and shall remain the property of PhP and their co-publishers or third-party licensors. Details of the copyright ownership of each individual Licensed Publication can be found in the copyright notices attached to the relevant parts of the Website. You shall not conceal, modify, remove, destroy or alter in any way any proprietary markings or restrictive legends placed on the Licensed Publications.
8. Limitation of Liability
8.1 PhP’s liability (whether in compensation for any breach or pursuant to any indemnity and whether in contract, tort, for breach of statutory duty) arising out of, related to, or in any way connected with the Agreement or with respect to the Licensed Publications, services, or any other publications and/or services furnished to You under the Agreement or otherwise, when added to all liability of PhP in respect of all other defaults by it which occurred in the same twelve (12) month period, is limited to £50. You and PhP acknowledge that this is a fair apportionment of risk as access to the Licensed Work is gratis.
8.2 In no event will PhP or its representatives be liable (whether in compensation for any breach or pursuant to any indemnity and whether in contract, tort, for breach of statutory duty or arising from or caused by use of, reliance on, or inability to access and use any Licensed Publication) for any:
8.2.1 indirect, incidental, special or consequential damages or loss;
8.2.2 loss of anticipated savings;
8.2.3 loss of revenue;
8.2.4 loss of data;
8.2.5 liability to third parties;
8.2.6 loss of use of any asset; or
8.2.7 loss which procedures and precautions implemented (or which would generally be implemented) by You exercising a degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a reasonably and appropriately skilled and experienced person in the same or similar circumstances could have prevented or reduced, even if PhP or its representatives has been previously advised of the possibility of such damages or losses.
8.3 Nothing in this Agreement shall limit or exclude any liability of either party which may not be limited or excluded by law, including without limitation liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
8.4 You agree to indemnify PhP and hold PhP harmless against all claims and damages incurred by it including, without limitation, reasonable attorneys’ fees, as a result of Your combining the Licensed Publications with, or adding the Licensed Publications to, publications or material not supplied by PhP or its representatives or modifying the Licensed Publications without approval after access has been granted.
9.1 The Agreement may be terminated by either party by giving to the other party notice forthwith if the other party commits any material or persistent breach of any of the terms of this Agreement and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a written request to remedy the same.
9.2 On termination or expiry of the Subscription Period You shall immediately delete any downloaded copies of the Licensed Publications or part thereof made by You and if requested by PhP You shall certify such deletion.
9.3 Termination of the Agreement shall not relieve either party of liability to the other in respect of the rights and remedies of the other party which have accrued prior to termination, and neither shall termination affect any provision of this Agreement which is expressed or intended to survive termination.
10.1 Any notice required or permitted to be given under this Agreement shall not be binding unless in writing and sent to the party to be notified by pre-paid first class post for contracts in which You and PhP are based in the United Kingdom of Great Britain, or international courier for contracts in which one of the parties is based outside of the United Kingdom of Great Britain, or by electronic mail at its address contained in the Confirmation Email or as otherwise notified in accordance with this clause. Any notice given to PhP under this Clause 10.1 must be marked “For the Attention of Client Service Manager” in order to be binding on PhP.
10.2 Notice sent by post or international courier shall be deemed given at the commencement of business of the recipient on the fifth Business Day following its posting.
10.3 Notice sent by electronic mail shall be deemed given at the time of its actual transmission provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient.
10.4 In any event, and without affecting the validity of a notice provided in accordance with this clause, the recipient of the notice is required to promptly confirm receipt of the notice using the same method by which the notice was provided.
11.1 PhP or its representatives may, from time to time, forward to You information about other publications provided you have already provided express consent to receive such information. If You do not wish to receive such information in future You must give notice to PhP or its representatives accordingly.
11.2 You may not assign the benefit or burden of the Agreement or any part thereof without the written permission of PhP.
11.3 If any part of Agreement is held to be invalid or unenforceable under any applicable statute or rule of law then it will be deemed to be replaced with something as near to the original intent of the clause as is allowable under the applicable law.
11.4 The Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes the terms of any purchase order or similar instrument relating to the Licensed Publications.
11.5 The failure of either party to give notice of non-performance, breach or termination, or to otherwise enforce any rights hereunder, shall not constitute a waiver of any terms or conditions of the Agreement.
11.6 A party shall not be in breach of the Agreement, nor liable for any failure or delay in performance of any obligations under the Agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (‘Force Majeure’ Event). If the Force Majeure Event prevails for a continuous period of more than 10 days, any party may terminate this agreement by giving 14 days’ written notice to all the other parties. On the expiry of this notice period, the Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Agreement occurring prior to such termination.
11.7 A person who is not a party to the Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
12. Governing Law and Jurisdiction
This Agreement is governed by and in accordance with the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction in any dispute which may arise in connection with this Agreement.