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HBI Membership Agreement & Content Licensing Restrictions

Date last revised: February 2021

1. Introduction
1.1    These Terms are a contract between you and Healthcare Europa Limited a company registered in England and Wales with company number 07823199 and registered office at Commercial Unit A, 111 Seven Sisters Road, London N7 7FN (we, us).
1.2    References to you or your are to the company or other organisation agreeing to the Membership Order Form, and to the Authorised Users nominated by each such company or organisation.
1.3    We reserve the right to change these Terms at any time on 30 (thirty) days’ written notice to you.  If the changes significantly affect your legal rights or obligations and you do not agree to the changes, you may terminate your Membership and the provisions of Condition 11 shall apply.  We will treat your continued use of the Members Content as acceptance of the updated Terms.
1.4    If you need to contact us at any time about these Terms, please email or your appointed account manager.
2. Definitions and Interpretation
2.1    In these Terms, the following words have the following meanings:
Authorised Users: your employees authorised to access all or part of the Membership under the Membership Order Form or as otherwise agreed by us.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Confidential Information: has the meaning given to it in Condition 9;
Data Protection Legislation: any laws and regulations of the UK relating to the processing of personal data including the Data Protection Act 2018 and the General Data Protection Regulation 2016/679;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Members Content: the content delivered to you under your Membership including content you access on our online platform, and content in our newsletters and other materials sent to you;
Membership: the membership identified in the Membership Order Form or otherwise agreed by us, which may be either HBI Headline News; HBI Deals+Insights; HBI Intelligence or HBI Connect;
Membership Fee: the fees due for the Membership;
Membership Order Form: the order form setting out details of the Membership you have selected whether completed on our online platform, or through a standalone order form to be digitally signed; and
Personal Data: shall have the meaning given to it in the Data Protection Legislation.
2.2    Words in the singular include the plural and in the plural include the singular.
2.3    The headings shall not affect the interpretation of these Terms.
2.4    References to Conditions are references to the numbered provisions of these Terms.
2.5    Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.6    Any phrase introduced by the words including shall be construed as illustrative and shall not limit the generality of the related general words.
2.7    Any reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
3. Membership
3.1    For HBI Headline News, your Membership is on-going until you or we terminate your Membership.  For all other Memberships, the duration of your Membership is set out in the Membership Order Form.  Each Membership has different benefits and you should carefully check the Membership Order Form properly reflects the benefits you require.  However, we may from time to time replace certain benefits of a Membership with comparable benefits to an equivalent without any liability.
3.2    The individual who agrees to the Membership Order Form confirms that it has your authority to enter into these Terms on your behalf and in doing so will bind you to these Terms.
3.3    If you have not previously had a paid for Membership, then, notwithstanding the start date set out in the Membership Order Form, you will not have access to the Members Content until we receive payment of the Membership Fee.  If you are late in paying the Membership Fee, then for the avoidance of doubt, the duration of your Membership will not be extended.
4. Licence to Members Content
4.1    We grant you and the Authorised Users the right to access and use the Members Content for your normal business purposes.  This right is non-exclusive, non-transferable and limited by and subject to restrictions set out in these Terms.  If your normal business purposes include consulting and/or advisory services to third parties, then you shall be entitled also to incorporate reasonable amounts from the Members Content into reports and materials that you wish to distribute to your clients, provided that you attribute the Members Content to us and do not remove any copyright notice from the Members Content.
4.2    You shall, and shall procure that your Authorised Users shall, maintain the confidentiality of the log-in credentials used to access the Members Content and you shall, and shall procure that your Authorised Users shall, not permit or assist anyone else to access the Members Content through their log-in credentials.  You must immediately notify us of any Authorised User who ceases to be your employee or who is otherwise no longer to be permitted access to the Members Content for whatever reason and such Authorised User’s log-in credentials shall be deactivated.  You are responsible for ensuring Authorised User compliance with these Terms and accept responsibility and liability for the acts and omissions of your Authorised Users.
4.3    The Members Content must not be used for any unauthorised or unlawful purpose.  In particular you agree not to:
(a) try to gain unauthorised access to any networks, servers or computer system connected to the Members Content;
(b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Members Content;
(c) except to the extent permitted by Condition 4.1, reproduce, redistribute, sell, create derivative works from the Members Content, including by reproducing the Members Content on your intranet and/or website or other public facing platform;
(d) decompile, reverse engineer, or disassemble all or part of the Members Content save to the extent expressly permitted by law and not capable of exclusion;
(e) attempt to interfere with the proper working of the Members Content and, in particular, attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Members Content;
(f) remove any copyright notices or trade mark statements from the Members Content; and/or
(g) use or access the Members Content to build or support, and/or assist a third party in building or supporting, products or services competitive to us.
4.4    You shall put in place and maintain adequate security measures to safeguard the Members Content on your system from access or use by any unauthorised person and you shall not disclose, provide or otherwise make available the Members Content to any third party.
4.5    We may freely use any anonymous data that we learn, acquire or obtain in connection with your use of the Members Content in order to improve, review and analyse our services, online platform and business generally.
4.6    We do not represent or warrant that the Members Content will meet your requirements and you are therefore solely responsible for ensuring that the Members Content is appropriate and suitable for your needs.
5. Availability of Members Content
5.1    Subject to Condition 3.3, we shall use reasonable endeavours to make the Members Content available at all times, but you acknowledge that there may be occasions when access to the Members Content may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.  You should promptly report any fault in access to the Members Content to us and we shall endeavour to remedy the fault as soon as reasonably practical.
5.2    We reserve the right to remove any content or features from the Members Content for any reason, without prior notice, and shall have no liability or responsibility to you in any manner whatsoever in such circumstances.
5.3    You shall not act in a way which could risk overloading, impairing or damaging access to the Members Content and supporting infrastructure.  If at any time your access to and/or use of the Members Content is excessive and as a result impacts on other clients’ ability to access the Members Content, we shall notify you accordingly and you shall promptly take appropriate steps to remedy such use.  We reserve the right to increase the Membership Fee due to any such excessive use.
5.4    You must ensure that your systems meet all relevant technical specifications necessary for you and your Authorised Users to use and receive the Members Content.  We are not liable to you if you are unable to receive the Members Content for any reason outside of our control, including your failure to use appropriate equipment or insufficient bandwidth.  You should check your junk folder for Members Content that we send you and ensure that your system and/or settings are not set to block or discard Members Content.  If you do not receive Members Content from us, you should contact us accordingly, and our sole liability to you shall be to resend the Members Content in question.
5.5    Whilst we undertake appropriate commercial checks for viruses and other harmful code within our Members Content, we cannot guarantee that the Members Content shall be free from such viruses or other harmful code.  You are responsible for implementing sufficient procedures and virus blocking protocols to protect your computer system from damage.
6. Membership Fee and Payment
6.1    The Membership Fee is exclusive of taxes, and you shall pay all taxes or other similar charges you are legally required to pay.
6.2    We may increase the Membership Fee at any time, and so if you choose to renew your Membership or add an additional Authorised User to your Membership, please check the then current Membership Fee before you do so.
6.3    All invoices are due in accordance with their terms.  If any payment is not received full and cleared within 5 (five) Business Days after the due date, and without prejudice to any other rights and remedies available to us, we may:
(a) suspend your access to and our provision of the Members Content; and
(b) charge you costs and interests in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6.4    Without prejudice to our rights under Condition 6.3, if you have not previously had a paid for Membership, then, notwithstanding the start date set out in the Membership Order Form, you will not have access to the Members Content until we receive payment of the Membership Fee.
7. Intellectual Property
7.1    All IP Rights in the Members Content are owned by us or have been licensed to us.  You may not copy, distribute or otherwise use any of our IP Rights except as set out in these Terms without our prior written consent.  If you do so, you shall indemnify and keep indemnified us, our directors and employees from and against all losses, costs, claims, expenses, fines and damages that we may suffer or incur as a result of such unauthorised use.
7.2    You shall promptly notify us of any claim, notification or allegation that you receive that your use of or access to the Members Content in accordance with these Terms infringes the IP Rights of any third party (a Claim). You shall:
(a) not make any admission of liability, agreement, settlement or compromise in relation to a Claim without our prior written consent;
(b) give to us and our professional advisers all reasonable assistance as may be required in relation to a Claim;
(c) at our request, give us the exclusive control and right to defend a Claim and make settlements in relation to a Claim; and
(d) mitigate your losses in relation to a Claim, including where requested to do so by stopping using the Members Content that is the subject of the Claim.
7.3    On receipt of a notice under Condition 7.2, we shall at our sole expense either procure for you the right to continue accessing and using the Members Content or modify or replace the infringing part of the Members Content to avoid the infringement.
8. Marketing
8.1    We may make reference to you (including your business name and logo) and your Membership within our marketing and promotional materials.
8.2    In exercising our rights under Condition 8.1, we will not do anything that may damage your reputation or bring you into disrepute.
9. Confidential Information
9.1    Confidential Information means all information either marked as confidential or manifestly by its nature confidential whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, clients, or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
9.2    The Receiving Party shall not use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under these Terms.
9.3    The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees and representatives to the extent that they need to know the same in order to carry out its obligations under these Terms and where those employees and representatives are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
9.4    The provisions of Conditions 9.1, 9.2 and 9.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.
10. Personal Data
10.1    You must provide us with the contact details that we request for all Authorised Users and keep such information up-to-date.  You acknowledge that we determine what personal data is required to access the Membership and we determine how we use such personal data in order to provide the Membership.  Accordingly, we are the controller (as such term is defined in the Data Protection Legislation) of the Authorised User’s Personal Data.
10.2    We agree to process the Authorised User’s Personal Data in accordance with our obligations as a controller under the Data Protection Legislation and in accordance with our privacy policy.

11. Termination, Suspension of Membership
11.1    Without prejudice to any other rights or remedies which may be available to it, either party shall be entitled to give notice in writing to the other party terminating your Membership with immediate effect if:
(a) the other party breaches any of the provisions of these Terms and if such breach is capable of remedy fails to remedy that breach within 14 (fourteen) days of being notified of the breach; or
(b) the other party enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequences of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
11.2    In addition, we may suspend your Membership at any time if:
(a) you and/or any Authorised User breaches any of the provisions of these Terms;
(b) we need to protect the integrity of our Members Content;
(c) we need to safeguard our reasonable interests or those of our other clients; and/or
(d) for HBI Headline News if your Membership is inactive.
11.3    You may terminate your Membership on written notice to us at any time.
11.4    Upon termination of your Membership you may no longer access or receive the Members Content
11.5    Expiry or earlier termination of your Membership shall not affect the accrued rights of the parties.  Notwithstanding expiry or earlier termination, the following Conditions shall remain in force: Clauses 1 (Definitions and Interpretation), 9 (Confidential Information), 11.4-11.5 (Termination), 12 (Warranties and Liability) and 20 (Governing Law and Jurisdiction).
12. Warranties and Liability
12.1    We warrant that we will provide the Membership to you using reasonable skill and care in accordance with all applicable laws.  However, you agree that:
(a) Members Content has not been created specifically for you and is not therefore intended to amount to specific, tailored advice;
(b) the Members Content shall not be relied upon in making (or refraining from making) any specific legal, financial, health or investment decision;
(c) the Members Content includes third party content, opinion and comment and we cannot be liable for such third party content;
(d) we cannot promise that the Members Content will always be current, complete or up-to-date; and
(e) we may provide or promote links to third-party web sites or services in the Members Content but we are not responsible for and do not control such websites or services, and we therefore make no warranty or representations of any kind regarding such websites or services.
12.2    We warrant that we will comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption and put in place, comply with and maintain codes of conduct and anti-bribery and anti-corruption policies as are appropriate to meet our statutory responsibilities.
12.3    Except as set out in these Terms, and to the extent permitted by law, no representation, warranties and/or conditions are given or assumed by us in relation to your Membership and/or the Members Content, and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms.  In particular, we do not warrant that your Membership and/or the Members Content are fit for your particular purposes, nor that any particular result in relation to your business will be achieved or achievable as a result of your Membership and/or the Members Content.
12.4    We shall be liable to you only for losses and damages that arise as a direct result of our breach of these Terms and/or our negligence.  Accordingly, we shall not be liable to you for:
(a) loss of profits;
(b) loss of business;
(c) loss or corruption of data or information;
(d) business interruption;
(e) loss of or wasted staff or management time; and/or
(f)  any kind of special, indirect, consequential loss or pure economic loss.
You agree that the provisions of this Condition 12.4 are severable.
12.5    Our total liability to you for all claims or series of claims under these Terms whether in contract, negligence or otherwise for any damages, losses or expenses shall be limited to the Membership Fee paid by you for your Membership in the 12 (twelve) months preceding the date the claim arose.
12.6    To the extent we have any liability under these Terms and to the extent permitted by law, we shall be liable only to the company or organisation that has paid the Membership Fee and not to any individual Authorised User.
12.7    Nothing in these Terms limits or excludes our liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation and/or any other liability that cannot lawfully be excluded under English law.
13. Force Majeure
13.1    For the purposes of this Condition 13, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm, epidemic or pandemic.
13.2    If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms by an event of Force Majeure, the affected party’s obligations under these Terms are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
13.3    If performance of any obligation under these Terms is prevented, hindered, or delayed due to an event of Force Majeure for at least 60 days either party shall be entitled to terminate these Terms on written notice to the other party.
13.4    The provisions of Condition 13 shall not be relied on in relation to the inability to pay any Membership Fees due under these Terms.
14. Notices
14.1    We may from time to time send any important notices relating to these Terms by email.  Such notices may relate to matters including changes to these Terms and increases to our Membership Fees.
15. Transferring rights
15.1    We may transfer our obligations and rights under these Terms to a third party.  This may happen, for example, if we sell our business.  If this happens, we will notify you in writing.  Your rights under these Terms will not be affected and our obligations under these Terms will be transferred to the third party who will remain bound by them.
15.2    You may not transfer your obligations and rights under these Terms without our express prior written permission.
16. Third party rights
16.1    These Terms are between us and you.  They are not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
17. Severability
17.1    If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court of other authority, then such provision shall be deemed severed from the remainder of these Terms.  The remainder of these Terms shall be valid and enforceable.
18. No waiver
18.1    No failure or delay by us in exercising any of our rights under these Terms means that we have waived the right, and no waiver by us of a breach of any provision of these Terms means that we will waive any subsequent breach of the same or any other provision.
19. Dispute Resolution
19.1    If a dispute arises between the parties under these Terms, then within 5 (five) Business Days of the dispute arising, the dispute shall be escalated by each of the parties to a director.  If the directors are unable to resolve the dispute within 10 (ten) Business Days, then the parties shall be entitled to pursue legal action under Condition 19.
19.2    Nothing in Condition 19.1 shall prevent a party taking action under Condition 20 in respect of misuse of the Members Content.
20. Governing law and Jurisdiction
20.1    These Terms shall be governed by and construed in accordance with the laws of England and Wales.  The parties agree that any dispute arising from these Terms will be subject to the exclusive jurisdiction of the English courts.