- Authority and license for subscription information
- Authority and license for use of hosting services
- Your obligations
- Our obligations
- Term, automatic renewal, automatic price increases and termination
- General provisions
- Your obligations
- Our obligations
- Assignment; Third Party Rights; Entire agreement; Governing law
Note the disclaimers in clause 7 and the limitations on liability in clause 8.
You or Your: The party entering into this Agreement with Us by accepting these terms which for the purposes of this Agreement may be the organisation paying the Subscription Fee or may be an Authorised User.
Us, We, or Our: EMAP Publishing Limited.
Authorised User: A person properly authorised under the Subscription Agreement to access the Subscription Information.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 6.
Hosting Services: the services We provide to allow You to access and use interactive services on Our websites, such as the annotation tool.
Retail Prices Index: the Retail Prices Index (All Items, excluding mortgages) as published by the Office for National Statistics from time to time, or failing such publication, that other index as the parties may agree most closely resembles such index. Services: includes Hosting Services and provision of Subscription Information, as the context requires.
Software: The software provided by Us or by Our suppliers which enables You to use the Services, including data schemas, data models, databases and the like.
Start Date: The date the Subscription Period starts.
Subscriber Data: The data input by You (and anyone authorised by You) for use or not in conjunction with the Subscription Information. Subscriber Data includes, without any limitation whatsoever, Your annotations to the Subscription Information, your passport and the dashboard which are maintained via the Hosting Services.
Subscription Agreement: The applicable ordering document together with any terms and conditions of sale, the terms and conditions set out in this document, any variations agreed between Us and any additional terms notified before use of applicable Subscription Information or Services.
Subscription Fee: The subscription fee for the Services to be provided under this Agreement, as specified in the applicable ordering document.
Subscription Information: Content and/or information provided by Us to You on our websites or otherwise under this Agreement including as is specified in your subscription terms and conditions. If you use the online training provided by Us additional terms and conditions set out shall also apply.
Subscription Period: The period in respect of which a Subscription Fee is payable for any Service, as specified in the applicable ordering document.
2. AUTHORITY AND LICENCE FOR USE OF SUBSCRIPTION INFORMATION
2.1 By using the Subscription Information you shall be deemed to have accepted these terms and conditions. If you use the online training provided by Us additional terms and conditions set out [LINK TO TRAINING TERMS AND CONDITIONS] shall also apply. If We in our sole discretion permit You to continue to use the Services following expiration of the Subscription Agreement or a renewal period, the terms and conditions of this Agreement shall continue to apply in respect of such use.
2.2 We authorise You to use the Subscription Information for which You agree to pay Us the Subscription Fee which shall be paid in full within 30 days of the date of the invoice.
2.3 You may search, view, copy and print out material containing Subscription Information for your own business purposes;
3. AUTHORITY AND LICENCE FOR USE OF HOSTING SERVICES
3.1 We hereby grant You on the terms and conditions of this Agreement a non-exclusive, non-transferable licence to access the Software through the Hosting Services and to use the Software solely for Your business purposes (and for the avoidance of doubt, nothing in this Agreement grants to You any rights whatsoever in or relating to the source code of the Software);
3.2 You shall not store, distribute or transmit any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;
3.3 You shall not:
(a) attempt to duplicate, modify, disclose or distribute any portion of the Software; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or
(c) use the Software or Hosting Services to provide hosting services to third parties, without Our prior written consent; or
(d) transfer, temporarily or permanently, any rights or obligations under this Agreement, or
(e) attempt to obtain, or assist others in obtaining, access to the Software, other than as provided under this clause.
3.4 We confirm We have all the rights in relation to the Software that are necessary to grant all the rights We purport to grant under the terms of this Agreement.
4. YOUR OBLIGATIONS
(a) copy, print out or otherwise reproduce any Subscription Information nor any material relating to part of the Services, except as permitted under this Agreement or authorised by Us in writing;
(b) make any part of the Subscription Information or of the Services available to anyone, except as permitted under this Agreement or authorised by Us in writing;
(c) subject to clause 2.3 above, alter any part of the Subscription Information or Services;
(d) provide Us with any confidential information for the purpose of a query which might breach any legal or professional duty;
(f) purport to assign or otherwise dispose of Your rights under this Agreement.
4.2 You will take reasonable steps to ensure that nobody accesses the Subscription Information or Services using accounts created with Your username and password.
4.3 You acknowledge and agree that We and Our licensors own all intellectual property rights in the Software, the Subscription Information and the Services. Except as expressly stated in this Agreement, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software, Subscription Information, Services or any related documentation.
4.4 You are solely responsible for the appropriate use and adaption of Our Subscription Information for Your own use.
4.8 Subject to Clause 5 (Our obligations), You will defend, indemnify and hold Us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with Your misuse of the Software or Services, provided that:
(a) You are given prompt notice of any such claim;
(b) We provide reasonable co-operation to You in the defence and settlement of such claim, at Your expense; and
(c) You are given sole authority to defend or settle the claim.
4.9 You will maintain adequate and appropriate professional indemnity insurance in relation to any professional services You provide.
4.10 You are responsible for configuring Your information technology, computer programmes and platform in order to access the Services. Notwithstanding Clause 5.5, You should use Your own virus protection software.
4.12 You grant us a non-exclusive, irrevocable, royalty free licence to use such content and all material embodied in the Subscriber Data for any purposes including, without limitation, to edit, copy, reproduce, translate, disclose, post and/or remove such content from the Website and hereby waive all of the moral rights that you have under Chapter IV of the Copyright, Design and Patents Act 1988 in respect of the Subscriber Data;
5.1 We warrant that You will not infringe any third party intellectual property rights by using the Subscription Information and We will indemnify You against losses, costs or expenses You may incur as a result of any claim that the use by You of the Subscription Information infringes any third party intellectual property rights, provided You notify Us within a reasonable time of any such claim being made.
5.2 In relation to any part of the Software owned by Us We shall defend You against any claim that Your use of the Software infringes any patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
(a) We are given prompt notice of any such claim;
(b) You provide reasonable co-operation in the defence and settlement of such claim, at Our expense; and
(c) We are given sole authority to defend or settle the claim.
5.3 In the defence or settlement of the claim, We may at Our discretion obtain for You the right to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement without liability to You. We shall have no liability if the alleged infringement is based on:
(a) a modification of the Software by anyone other than Us; or
(b) Your use of the Software in a manner contrary to the instructions given to You by Us; or
(c) Your use of the Software after notice of the alleged or actual infringement from Us or any other person.
5.4 The foregoing states Your sole and exclusive rights and remedies, and Our entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
5.5 We will take reasonable steps to ensure that Software and data files We supply to You as part of the Service are virus-free.
5.6 We will use our reasonable endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, Your sole and exclusive remedy shall be that We use Our reasonable endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party (except those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
5.7 We will notify You in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
5.8 We undertake no obligation to respond to queries.
6.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party; or
(b) was in the other party's lawful possession before the disclosure; or
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
6.2 Subject to Clause 6.7, each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
6.3 Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
6.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (except, in Our case, those third parties sub-contracted by Us to perform services related to Subscriber Data maintenance and back-up).
6.5 You acknowledge that Our Confidential Information includes the Software and the Subscription Fee.
6.6 We acknowledge that the Subscriber Data is Your Confidential Information.
6.7 We shall not be required to keep confidential any information provided to Us by You for the purpose of Our answering queries and may publish any answer in the same way as any other Subscription Information and (for the avoidance of doubt) will not be obliged to comply with any request to restrict its availability.
6.8 This clause shall survive termination of this Agreement, however arising.
7.1 We give You no warranty or assurance, except as set out in Clause 5 above. We declare and You acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
7.2 Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain Subscription Information up to date and to develop Our Services to meet subscribers’ needs. However, You should note in particular:
(a) We do not undertake any obligation to consider whether the information provided to or by Us for the purpose of Our Subscription Information (including answering a query) is either sufficient or appropriate for any particular actual circumstances.
(b) The Subscription Information includes archived information and resources, which may be incorrect or out of date.
(c) We do not accept any responsibility for action taken as a result of content or information provided by Us, including, without any limitation whatsoever, the Subscriber Information. You should take specific advice when dealing with specific situations. The Services and the Subscriber Information is general and educational in nature, may not reflect all recent developments and may not apply to the specific facts and circumstances of individual scenarios. The Services and the Subscriber Information should not therefore be relied upon on its own in connection with administering medicines or providing treatment. We strongly advise You to confirm that the information provided, including, without any limitation whatsoever, with regard to drug usage, complies with all current legislation and standards of practice.
(d) We give You no warranty or assurance that the Services and Our means of delivering them are compatible with Your software or computer configuration.
(e) We may change or remove part or all of any Service, including, without any limitation whatsoever, the any or all of the e-learning units, at Our discretion.
(f) Links on the Website to third party websites are provided solely for Your convenience. If you use these links, you leave our website. We have not reviewed these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found on them, or any results that may be obtained from using them. If You decide to access any of the third party websites linked to the Website, You do so entirely at your own risk.
(g) We accept not responsibility for any statements, material or other submissions from third parties placed on Our website to which You are a subscriber.
(h) We reserve the right (but do not assume any obligation) at Our sole discretion to refuse or remove any content that is posted to, or available on, any website to which you subscribe without the need to give any reasons for doing so.
8.1 This clause sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents, contributors, consultants and sub-contractors) to You in respect of:
(a) any breach of this Agreement;
(b) any use made by You of the Services or the Software or any part of them, including the loss of any Subscriber Data; and
(c) any representation, statement or tortious act or omission (whether negligent or otherwise) arising under or in connection with this Agreement.
8.2 Except as expressly and specifically provided in this Agreement:
(a) You assume sole responsibility for results obtained from the use of the Software and the Services by You, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided by You in connection with the Services, or any actions taken by Us at Your direction; and
(b) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
8.3 Nothing in this Agreement excludes Our liability:
(a) for death or personal injury caused by Our negligence; or
(b) for fraud or fraudulent misrepresentation.
8.4 Subject to Clause 8.3 above:
(a) We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
(b) Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to three times the price paid for the Services during the 12 months preceding the date on which the claim arose. You acknowledge that this limitation is reasonable.
8.5 Under this clause, "our liability" includes that of any company in Our group and Our and their respective agents, employees, contributors and consultants and sub-contractors, "You" includes any other party claiming through You and "loss or damage" includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service, whether under this Agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.6 We shall have no liability to You under this Agreement if We are prevented from or delayed in performing Our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond Our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
9. TERM, AUTOMATIC RENEWAL, AUTOMATIC PRICE INCREASES AND TERMINATION
9.1 This agreement (including the licences hereunder) starts on the Start Date and thereafter shall continue for a further 12 month periods on each anniversary of the start date of your subscription unless terminated by you on providing 90 days prior written notice to EMAP (the “Renewal Date”) unless terminated in accordance with clause 9 of this Agreement.
9.2 Notwithstanding any other provision of these terms and conditions, We reserve the right, with effect from each anniversary of the Start Date to increase the Subscription Fee by an amount equal to the greater of 3% or the percentage increase in the Retail Prices Index in the preceding 12-month period without prior notification to you. Your continued use of the Sites shall constitute your acceptance of the increased Subscription Fee. References to the Subscription Fee shall be deemed to refer to the increased Subscription Fee
9.3 Notwithstanding any other provision of these terms and conditions, We reserve the right, on providing you with 120 days’ prior written notice, to increase the Subscription Fee with effect from any Renewal Date over and above the Retail Price Index increase set out in clause 9.2, provided that if You do not agree to such increase, You may serve Notice of Termination. If Notice of Termination is not received by Us by the date falling 90 days prior to the next Renewal Date, the Agreement shall continue as referred to in clause 9.1 of these terms and conditions save that references to the Subscription Fee shall be deemed to refer to the increased Subscription Fee.
9.4 This Agreement will terminate if You or We are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to the party in breach. If we are in material breach as a result of circumstances within Our control, You will be entitled to pro-rata return of the Subscription Fee.
9.5 Notwithstanding Clause 9.3, if payment of the Subscription Fee is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, We reserve the right to (a) charge interest on the outstanding balance of all overdue sums at the rate of 3% per annum above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater; and (b) suspend or withdraw access to each relevant Service(s).
9.6 On termination of this Agreement for any reason:
(a) all licences granted under this Agreement shall immediately terminate;
(b) subject to the exceptions in this sub-clause, You will take reasonable steps to delete the Software and the Subscription Information from Your electronic media, including Your intranet and electronic storage devices so that You no longer have an electronically functional copy of the Software or any part of the Subscription Information. You are not required to delete or destroy printouts containing Subscription Information that were made prior to termination, or copies of such printouts;
(c) We may destroy or otherwise dispose of any of the Subscriber Data in Our possession.
(d) termination shall not affect or prejudice the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination.
10. GENERAL PROVISIONS
10.1 The rights provided under this Agreement are granted to You only, and shall not without Our prior written consent be considered granted to any subsidiary or holding company. You may not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this Agreement.
10.2 This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
10.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.6 This Agreement, the Subscription Fee invoice and any agreed written record identifying Authorised Users constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.
10.7 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts.
Nursing Times Learning Terms and Conditions
1.1 Note the disclaimer in paragraph 7 and the limitation on liability in paragraph 8.
1.2 If you would like to use any of our material in a way not covered by these terms, please contact us.
You or Your The person entering into this agreement with us by accepting these terms
Us, We, or Our EMAP Publishing Limited
Service(s) Information on our website including material relating to a service or services on our web-site or sent to you by e-mail or by any other means. Service includes any ancillary software supplied by us
Start Date The date on which the Subscription Period starts as specified in the applicable ordering document
Subscription Fee The subscription fee for any Service as specified in the applicable ordering document for it.
Subscription Period The period in respect of which a Subscription Fee is payable for any Service(s) as specified in the applicable ordering document
Training assignment Any training available on this site that will count towards you continuing professional development (CPD). For the purposes of this agreement, training assignments are Services supplied by us
3.1 By accessing the Service you shall be deemed to have accepted these terms and conditions.
3.2 We authorise you to use the Service for the purpose of completing training assignments on condition that (a) you comply with your obligations under this agreement; and (b) the Subscription Fee is paid.
3.3 This agreement starts on the Start Date and ends on the first of the following events:
(a) the end of the Subscription Period (unless we have agreed with you to renew this agreement either automatically or otherwise); or
(b) termination of this agreement under clause 9.
3.4 The Subscription Fee expires at the end of the period specified in the Subscription Fee invoice.
4.1 You may:
4.1.1 Search, view, copy, print out and use material from the Service for the purpose of completing training assignments in your own name;
4.1.2 Bookmark or link to any part of the Service;
4.1.3 Access the Service while away from your principal place of work.
4.2 We may make such amendments to these terms, the Service and the training assignments as in our sole discretion may be necessary or appropriate to comply with any regulations, instructions, recommendations or the like issued by the Law Society.
5.1 You will use training assignments only for your own personal training; you may not use them for training other people.
5.2 You will inform us immediately should you leave the organisation responsible for paying your Subscription Fee;
5.3 You will not:
5.3.1 Disclose answers to questions in training assignments to anyone else;
5.3.2 Disclose your password to anyone else or permit anyone to access the Service or a training assignment using your password;
5.3.3 Permit anyone else to answer questions in training assignments in your name;
5.3.4 Alter any part of the Service; or
5.3.5 Assign or otherwise dispose of your or our rights under this agreement.
5.3.6 Contest our intellectual property rights in the Service or the training assignments.
5.4 You are responsible for configuring your information technology, computer programmes and platform in order to access the Service. Notwithstanding sub-paragraph 6.2 below, you should use your own virus protection software.
5.5 You are responsible for completing training assignments to a satisfactory standard by the date set by us to qualify for CPD hours. Such standards and dates are set by us in our absolute discretion.
6.1 We warrant that you will not infringe any third party rights by using the Service or completing training assignments.
6.2 We will take reasonable steps to ensure that software and data files we supply to you as part of the Service are virus free.
6.3 We will take reasonable steps to ensure that the Service is continuous and that access to our web-site is not interrupted for more than five working days in any twelve month period by any event in our control.
6.4 We will reimburse the Subscription Fee pro-rata for any excessive interruption under sub-paragraph 6.3 above or if all or any significant part of the Service is withdrawn under sub-paragraph 7.5 below. Reimbursement will be made to the person or organisation paying the Subscription Fee.
We give you no warranty or assurance, except as set out in paragraph 6 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law. You should note in particular:
7.1 The Service and training assignments and the related answers are not intended to constitute a definitive or complete training on any subject.
7.3 The Service includes archived information and resources, which may be incorrect or out of date.
7.4 The Service and our means of delivering it may be incompatible with your software or computer configuration.
7.5 We may change or withdraw part or all of any Service or training assignment at our discretion.
8.1 Our liability to you for any loss or damage is limited to damages of an amount equal to the Subscription Fee applicable to your use of the Services.
8.2 Under this paragraph, our liability includes that of any company in our group and our and their respective agents, employees and sub-contractors, you includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the Service or training assignments, whether under this agreement or other agreement or in consequence of any misrepresentation, misstatement or tortious act or omission, including negligence.
8.3 This paragraph does not affect claims in respect of death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.
9.1 This agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of ten days after we have given you written notice of it.
9.2 On termination of this agreement in relation to any Service and subject to the exceptions in sub-paragraph 9.3, you will take reasonable steps to delete that Service and any part of it from your electronic media, including your intranet and electronic storage devices.
9.3 You are not required to delete training assignments you have completed on-line and, for the avoidance of doubt, you are not required to delete or destroy print-outs or copies from print-outs.
10.1 You may not assign this agreement without our consent in writing.
10.2 This agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
10.3 This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this agreement or not) other than as expressly set out in this agreement. The only remedy available to it for breach of the agreement shall be for breach of contract under the terms of this agreement.
10.4 This agreement is governed by English law and you submit to the non-exclusive jurisdiction of the English courts.