HBI Membership Agreement & Content Licensing Restrictions
Date last revised: October 2019
This Agreement is a contract between our Customer (collectively) and its Authorised Users (individually) (each, you/your) and Healthcare Europa Limited (we/us/our). It applies to your use of our website contained at www.healthcarebusinessinternational.com (Website) and any content you access through your Membership.
1. This Agreement
1.1 The Website is owned and operated by us. We are a UK registered company (number 07823199) and our registered office is at 4b Thane Works, London N7 7NU.
1.2 This Agreement sets out the terms on which you agree to use our Website and receive the content from it or in connection with your Membership.
1.3 This Agreement is made between us and the person using the Website. As a user, you are deemed to be authorised to act on behalf of our Customer (by which you are employed or engaged). By accessing the Website, you agree to be bound by this Agreement (and any other terms incorporated into it by reference) and to comply with its terms in full. If you do not accept its terms, you must not use the Website or access any content through it.
1.4 This Agreement is a rolling contract and it and your Membership shall automatically renew each month unless and until terminated pursuant to clause 5.
1.5 We may amend this Agreement at any time and we shall provide notice to you of any changes to it.
1.6 If you have any related queries, please contact us at email@example.com, or your appointed account manager directly in the first instance.
2.1 In this Agreement:
“Account” is a unique account granted to each Authorised User for access to, and use of, the Website;
“Account Details” refers to the unique username, password and UIDs issued to Authorised Users for access to their Account;
“Authorised User” means any legitimate, authorised natural person to whom Account Details for access to the Website are disclosed in accordance with this Agreement (also you/your, as the case may be);
“Customer” refers to the licence holder and party paying us the Fees for the Membership, as specified on the customer order form;
“Fees” refers to your fees for your Membership;
“IP Rights” includes patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights (registered or unregistered), applications, rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist (now or in the future) in any part of the world;
“Materials” refers to the materials, online services, publications, products, reports, data, content and/or information made available to you by us (from time to time) in accordance with your Membership;
“Membership” refers to any of the four membership packages and subscriptions (HBI Headline News; HBI Deals + Insights; HBI Intelligence; or HBI Connect) paid for by the Customer; and
“UIDs” refers to the unique user identification codes granted to Authorised Users for access to the Materials.
2.2 Headings used in this Agreement are for illustration only. They shall not be used to guide interpretation or meanings of clauses in the relevant sections.
3. Website access
3.1 Parts of the Website are available free of charge. Restricted parts of the Website are only made available in accordance with your Membership.
3.2 Access is granted for the term of your Membership only and is subject to payment of the Fees.
3.3 Where an Authorised User”s details change, or such person leaves your organisation or otherwise no longer requires access on the Customer”s behalf, you must notify us as soon as reasonably practicable.
3.4 Each Customer shall receive three UIDs for its Authorised Users. If you require more than three UIDs, there will be an additional charge. Each Authorised User must be directly employed within your organisation, or directly engaged by you on written terms for purposes connected to the Materials.
3.5 We cannot guarantee that all parts of the Website, any content on it or any materials issued to you from it, will remain available and uninterrupted at all times. Access therefore remains on a temporary basis only.
3.6 You must ensure that your computer system meets all relevant technical specifications necessary for you and your Authorised Users on your internal systems to use or receive the Materials.
3.7 Whilst we will undertake appropriate checks for viruses and other harmful code on our Website or in the Materials, we cannot guarantee the Website and/or Materials shall be free from such viruses or other harmful code. You must therefore ensure that your hardware has sufficient anti-virus properties installed.
3.8 You are responsible for ensuring that any Authorised User who accesses the Website or any Materials is aware of this Agreement. Website access, and your Membership, is conditional on compliance with its terms in full. We may suspend or disable access (temporarily or permanently) where:
a. our Customer, or any Authorised User on its behalf breaches any of its terms (whether we notify you in advance or otherwise);
b. we need to protect the integrity of the Website or the Materials; or
c. we need to safeguard our reasonable interests, or those of our other Customers and their Authorised Users.
4.1 You must provide us with contact details for all individuals who require Website access as Authorised Users. We reserve the right to withhold access to any nominated Authorised User for any reason (whether specified or otherwise).
4.2 By registering for an Account, you warrant to us that you:
a. are not currently an Authorised User under a separate Account (only one Account per person is permitted);
b. have not previously had your Account cancelled or access suspended or withdrawn for breach of these terms; and
c. have provided true, accurate, complete and up-to-date information.
5.1 Access to your Account will continue until your Membership is terminated by you or us. Where this occurs, you will no longer have access to the restricted areas of our Website, and you will no longer receive the Materials.
5.2 Subject to the reasons for termination, and any renewal of your Membership, your access may be reinstated by us.
5.3 We may terminate your Membership with immediate effect at any time where you breach any of the terms of this Agreement.
5.4 You may terminate your Membership at any time, provided that you give us no less than 30 days written notice. You can do this by emailing us at firstname.lastname@example.org and we will endeavour to process your request as soon as practicable. Once your Membership has ended, we will store your data in accordance with clause 13 should you wish to renew your Membership later.
6. Content restrictions
6.1 Our Website”s primary function is to provide healthcare professionals with strategic insights and critical market information. Specific Membership packages additionally include sub-sector data, forecasts and dynamics for planning purposes. It is for business and professionals only.
6.2 The Materials are therefore made available to you for use in connection with your ordinary business activities. You may, therefore:
a. print off copies or download extracts of Materials onto your local hardware for business use;
b. notify others within your organisation of our Website and the Materials;
c. distribute the Materials within your organisation and your affiliates (whether electronically, or in internal meetings, seminars or presentations); and
d. incorporate portions, extracts, abstracts or summaries of the Materials into your own presentations, communications or tools (whether internally or distributed to your clients),
provided that you comply with the restrictions in clause 6.3.
a. use any of the Materials in order to resell or redistribute their content as your own to third parties (whether as a marketing communication in hard copy or electronic form, or displayed on your website);
b. incorporate any of the Materials into any presentation, training seminar, workshop or conference (for which you charge delegates for attendance) without complying with the restrictions of clause 6.4; or
c. place any content from the Materials on your, or any third party, website for distribution to the public generally.
a. ensure that we (and the relevant author and/or contributor in each case) remain identified as the source(s) of information;
b. not obscure, alter, remove, edit or reformat any copyright notice or other branding (including logos and trademarks) contained on any of the Materials; and
c. not create any works that are derived (wholly or substantially) from the Materials.
6.5 Use of any of the Materials in breach of this Agreement will entitle us to terminate your Membership, your access, and the access of all of your Authorised Users (without refund).
7. Membership restrictions
7.1 We offer a limited number of different Membership packages, each of which contains different rights and Materials access restrictions. More information is contained on our Website.
7.2 In accessing the Website and using any of the Materials, you shall:
a. comply with all applicable laws and regulatory requirements; and
b. use the Website and the Materials only for purposes that are directly connected with your business, line of work and/or professional interests and qualifications.
7.3 In accessing the Website and using any of the Materials, you shall not:
a. use the Website or the Materials to do anything unlawful, misleading, malicious, or discriminatory;
b. represent yourself as our agent or partner;
c. make any representations, warranties, statements, promises or guarantees in respect of the Website or any of the Materials;
d. collect users’ content or information, or otherwise access search or scrape the Website, using automated means (such as spiders, harvesting bots, robots or scrapers) without our prior consent (though this does not prohibit crawling by search engines where this is in accordance with the provisions of the robots.txt file);
e. upload viruses or other malicious code;
f. solicit another user”s Account Details;
g. access an Account belonging to another Authorised User;
h. take any action that violates the privacy or publicity rights of another user or any other person or entity;
i. disrupt (or attempt to disrupt) the normal operation of the Website;
j. do anything that could disable, overburden, or impair the proper working or appearance of the Website;
k. facilitate or encourage any violations of these terms (or any of our other policies);
l. circumvent (or attempt to circumvent) the security or authentication measures adopted by us; or
m. access (or attempt to access) any of the software, databases or systems that support the Website.
7.4 Some of our Memberships entitle you to a limited number of tickets to attend our events and conferences in a given year. Your attendance at those events will be subject to any specific rules that will be made clear to you either prior to or at the event.
8.1 Our Fees for Membership shall be as set out on our Website, or as otherwise notified to you, and you shall pay us the appropriate Fees relevant to your Membership. We reserve the right to change any of our Fees at any time, subject to providing you with prior notification of such change.
8.2 Value added tax at the prevailing rate shall be charged in addition to our Fees.
8.3 Any undisputed Fees due to us that are not paid on time may be subject to interest charged by us. Where we do have to charge interest on late payments, it will be charged at the rate of 5% above the Bank of England”s annual base lending rate (from time to time), accruing daily and compounded monthly until paid in full. We may also suspend Website access to you and any or all of your Authorised Users whilst such payments are outstanding.
8.4 Where you serve notice to terminate your Membership pursuant to clause 5.4, you shall be liable to pay Fees for the period up until termination of your Membership, which, for the avoidance of doubt, shall be the date of the expiry of the notice period set out in clause 5.4.
8.5 Where we terminate your Membership, you shall be liable to pay Fees (or a pro-rata amount) for the period up until (and including) the date of termination.
9. IP Rights
9.1 The Website domain name and any related logos or trade or service marks are IP Rights belonging to us absolutely (whether registered or not). Nothing in this Agreement expressly grants you (or is intended to imply in your favour) any rights or titles to, or interests in, these IP Rights (or to use any of the same). You may not copy, imitate or use such marks or IP Rights without our prior written consent.
9.2 All rights and interests in, and titles to, the Website and the Materials, and all technology and any content created by us, or derived from the Website, belongs to us or our licensors. This extends to any improvements or modifications we make to the Website at any time.
9.3 We take care to ensure that appropriate accreditation and recognition is given to authors of any content contained in the Materials. Any copyright (including moral rights) in such works belong to them. Where you are aware of any content that has not been properly accredited to the producer or author at any time, you agree to notify us in writing in the first instance to enable us to investigate.
10. No reliance and disclaimer
10.1 The Materials have been compiled, arranged and presented by us for your review, but they are derived from and include information, data, content and other materials that has been acquired from third parties (with their permission or from publicly available sources).
10.2 Website content and the Materials are not intended to amount to specific, tailored, professional advice. You should therefore not rely on it, or take any action (or omission) on the basis of this information without taking independent advice.
10.3 Our team make regular efforts to update our Website and to ensure the Materials are accurate, complete and up-to-date. However, we give no warranty or guarantee that the Website or the Materials are accurate, complete and up-to-date at all times.
11.1 This Agreement applies to you (as the Customer contracting with us directly) and to Authorised Users personally. As our Customer, you agree to be liable to us for any breach of the terms of this Agreement by any Authorised User who is granted access to the Website on your behalf. We may also pursue you (Authorised Users) personally for breaches separately.
11.2 You are responsible for any loss, damage or claim that we or you may incur as a result of your failure to keep your Account Details secure.
11.3 We will not be liable to you (whether as our Customer or each individual Authorised User) for any:
a. failure to use or access the Website (in whole or in part), and any related business interruption;
b. loss of profits, sales, business, agreements or savings (actual or anticipated);
c. wasted expenditure;
d. loss of software, data, logs or information; or
e. indirect or consequential losses;
that you may incur (or that may arise) under or in connection with this Agreement or your use of the Website, whether such losses or interruptions are caused by us or any Authorised User on your behalf.
11.4 Our total aggregate liability to you personally (whether as an Authorised User or our Customer), whether in contract, tort (including negligence), breach of statutory duty or otherwise for any losses, charges, costs or expenses that you incur arising out of any claims (connected or unconnected) under this Agreement or your use of the Website shall be limited to the total amount of Fees that you have paid to us in the 12 months prior to the date the liability arose.
11.5 We shall not be liable to you personally (as an individual Authorised User) in addition to any liability that we may have to your organisation under this Agreement or in connection with your use of the Website.
11.6 Nothing in this Agreement:
a. excludes or limits our liability to you in any way that would be unlawful or unreasonable to do so (including for fraud); or
b. shall make us liable for any failure of the Website, or delay in your access to the Website, arising from any abnormal or unforeseeable circumstances that fall outside of our reasonable control (including failure of a third party server, systems or networks on which the Website is hosted). Where any such event occurs, we shall use reasonable endeavours to notify you in advance, providing resolution updates at all practical intervals (where possible).
12. Account security
12.1 Account Details are personal to you. You must keep the details confidential, secure and not share them with anyone else, and you must only create one Account per Authorised User.
12.2 If you believe or have a suspicion that the Account Details have or may have been compromised at any time, you must tell us immediately via the email address contained in clause 5.4. We will then either disable or suspend the Account and reset the Account Details.
13. Personal data
13.1 The majority of information processed, analysed and displayed by the Website is not personal in any way; it relates to businesses and their use of our Website. However, we acknowledge that we will process limited amounts of non-sensitive personal data relating to:
a. you in connection with this Agreement and your access to the Website. This predominantly consists of your name, contact details (business details in most cases) and your Account Details; and
b. visitors to the Website. This includes IP addresses and other indirect personal identifiers, processed in anonymised form.
13.2 All personal data that is provided by you to us as part of your access to the Website shall be processed for the period that your Account remains active. Where your Membership terminates or your Account is closed, we shall continue to store and process your name and email address after such termination or closure for the purposes of sending you emails regarding the Website and/or our services. You have the right to opt out of receiving such emails at any time. Where your Membership terminates or your Account is closed and you choose to opt out of receiving emails from us, all personal data that you have provided to us as part of your access to the Website shall be deleted no later than sixty days after the date by when both of the following have occurred: (i) your Membership has terminated or your Account has closed and (ii) you have opted out of receiving emails from us pursuant to this clause 13.2.
13.3 All personal data relating to your Account is accessible by our staff who have administrator access. This data is hosted by Amazon Web Services on servers located in the United Kingdom.
13.4 All of our personnel (including contractors, agents and representatives) who have access to, and/or process your personal data are limited to those who need to know for the purposes of managing and administering your Account.
13.5 Where you provide us with any personal data (such as contact details for yourself or anyone else within your organisation), you must ensure these are accurate and up to date (amending them as and when required) and that you have the consent of (or have otherwise notified) the relevant individual whose contact details are provided to us.
13.6 If we discover that any personal data processed by the Website is lost, destroyed or becomes damaged, corrupted or unusable, we will notify you within 24 hours of discovery.
13.7 Personal data will not be shared by us with third parties (other than where necessary to enforce the terms of this Agreement).
14. Third party websites
14.1 Our Website and the Materials may refer to third party website, content or opinions. We assume no responsibility for that content. Any such links should not be interpreted as an endorsement or approval by us, and we will not be liable for any loss or damage that may arise from your use of them.
14.2 You may link to our Website homepage provided that you do so in a way that is fair and legal. Any such link must not damage our reputation or take advantage of it (as determined by us). Where we instruct you to do so, you shall remove any such link.
14.3 You must not establish a link to our Website on any website, blog, electronic communication or website of your own in such a way as to suggest any form of association, approval or endorsement on our part with any third party product, service, content or opinion (where none exists).
15.1 Assignment ” this Agreement, and any Account Details, are personal to each Authorised User individually, and the Customer collectively. It may not be assigned, transferred or otherwise charged by you in any way. We may assign, transfer, mortgage, charge or deal in any other manner with any (or all) of our rights and/or obligations under this Agreement and will notify you in advance of our intention to do so.
15.2 Entire agreement” this Agreement constitutes the entire agreement between you and us relating to your use of the Website. It supersedes (and extinguishes) all previous agreements and understandings between you and us (written or oral) relating to your use of the Website (if any).
15.3 Severance – if any section (or sub-section) of this Agreement is (or becomes) invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted without affecting the validity or enforceability of the remainder.
15.4 Feedback – we always appreciate your feedback and other suggestions about our products and services. We may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential. We are also free to reproduce, use, create derivative works from or publicly display such feedback.
15.5 Governing law – This Agreement and all matters arising from or connected with it are governed by English law. Any contractual or non-contractual dispute between you, us or any Authorised User (as the case may be) will be subject to the exclusive jurisdiction of the English courts.