Effective as of 6 May 2022
BY SETTING UP AN ACCOUNT WITH CLINIGEN DIRECT AND/OR BY USING OR PURCHASING PRODUCTS FROM CLINIGEN DIRECT, YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SET UP AN ACCOUNT AND DO NOT PROCEED TO USE CLINIGEN DIRECT. YOU ALSO AGREE TO COMPLY WITH ANY INSTRUCTIONS WE PROVIDE IN RELATION TO CLINIGEN DIRECT.
1.1. Clinigen hereby grants you a non-transferable licence to use Clinigen Direct on any hardware that you own or control, meeting the technical specifications required to run Clinigen Direct.
1.2. You may not:
1.2.1. reverse engineer, decompile, copy, disassemble, attempt to derive the source code of, adapt or create derivative works of Clinigen Direct, any updates or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law);
1.2.2. rent, lease, lend, sell, transfer, redistribute, or sublicense Clinigen Direct; or
1.2.3. attempt to transmit any malware to or via Clinigen Direct, or any other harmful or disruptive component.
1.3. You acknowledge and agree that any unauthorised or illegal use of Clinigen Direct may give rise to a claim for damages against you by us, and/or be a criminal offence. Any unauthorised use of Clinigen Direct will result in your access being terminated in accordance with clause 6 and if necessary, will be reported to the relevant law enforcement and/or professional regulatory authority.
2.1. Your account and use of Clinigen Direct is strictly restricted to the period of your employment at the incorporated or unincorporated entity (including partnership or self-employment) at the time your account is created (“Employment”).
2.2. If you leave your Employment for whatever reason, other than for reasons of a merger or acquisition, you must notify Clinigen of such change in order to enable closure of your account. You may be entitled for re-registration under your new employment status. If you are responsible for managing an account of another user of Clinigen Direct, and they leave their Employment for any reason, you must notify Clinigen of such change in order to enable closure of their account.
2.3. Your permission and access to your Clinigen Direct account and licence to use Clinigen Direct shall cease on termination of your Employment. Continued use of Clinigen Direct thereafter will be unauthorised use and subject to clause 1.3.
2.4 You agree that all content on Clinigen Direct is the confidential information of Clinigen and/or the relevant managed access program’s sponsor (“Client”) (together, “Confidential Information”). During your use of Clinigen Direct and for a period of ten (10) years thereafter, you will not publish, disclose, or make available any Confidential Information to any party other than Clinigen or its representatives, or the Client or the Client’s representatives, and then only for the purpose of your legitimate use of Clinigen Direct. Without the prior written consent of Clinigen and/or the Client, you will not publish, disclose, or make available the whole or part of any content on Clinigen Direct, to any party other than Clinigen or its representatives, the Client or its representatives, or as required by a supervisory authority for the purposes of the relevant managed access program. If required by a governmental authority or by a court order to disclose any Confidential Information, you will promptly give Clinigen and/or the Client written notice of such requirement or court order and will cooperate with Clinigen and/or the Client if it wishes to seek a protective order.
These Terms govern any upgrades that replace and/or supplement the original version(s) of the Clinigen Direct website, unless such upgrade(s) is accompanied by any addendum, in which case the terms of such addendum will be deemed incorporated into these Terms.
- Consent to Use of Data/Data Privacy
4.1. You agree that Clinigen may collect and use technical data and related information, including but not limited to technical information about your device, system and applicable software, that is from time to time gathered to facilitate the provision of software updates, product support, and other services to you (if any) related to your use of Clinigen Direct. Clinigen may use this information, subject to this clause 4, to improve its products or to provide services or technologies to you.
4.2. All personal data that you submit to Clinigen will be collected, processed and used in accordance with Clinigen's Privacy Policies and all applicable laws. By accessing and using Clinigen Direct, you consent to the collection, processing, use and disclosure of the personal data and you warrant that all data provided is accurate. You also agree that personal data you submit may be viewed by other users of Clinigen Direct within your institute.
4.3. Clinigen may share personal data with any company supplying pharmaceutical products on Clinigen Direct, as appropriate. If any such company transfers personal data outside of the EEA, the liability for such personal data shall pass to that company. In any event, Clinigen is committed to using commercially reasonable efforts to ensure that personal data is protected appropriately, according to the sensitivity of the information and applicable laws.
4.4. We seek to keep secure all confidential information and personal data in accordance with our obligations under applicable laws and regulations. However, in common with all website operators, we cannot guarantee the security of any data transmitted through Clinigen Direct (except where the same is encrypted). Information you send through Clinigen Direct is sent at your own risk.
- Your Account
5.1 You may need your own account to use Clinigen Direct. The payment methods on file with your account will be used for your account. If there is a problem charging your selected payment method we may charge any other valid payment method associated with your account. It is your responsibility to update your payment methods on file.
5.2 You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer.
5.3 You will tell us immediately of any unauthorised access to any of the accounts that you know about or suspect. You acknowledge that any purchases made under your account will be your responsibility and we will have no obligation to refund any orders made under your account due to unauthorised access of your account, unless we have received from you prior notification of actual or suspected unauthorised use or disclosure of your username and/or password.
5.4 You agree that we may terminate your account and/or use of Clinigen Direct if you fail to comply with these security procedures.
5.5 You acknowledge and agree that any orders for product(s) made through Clinigen Direct will amount to offers to purchase only, and there will be no acceptance of an offer or processing of an order, unless and until we are satisfied that we have the products in stock and that all requirements relevant to the order have been fulfilled and that by accepting the offer and processing the order we will not be in breach of our legal and regulatory obligations. You acknowledge and agree that this means all orders for product(s) through Clinigen Direct may be declined by us unless and until we are satisfied about all of the same.
6.1. Our business may change over time and we reserve the right to discontinue Clinigen Direct and its services in whole or in part, and to terminate your account at our discretion without notice to you.
6.2. Your use of Clinigen Direct is governed by these Terms, unless your account is terminated:
6.2.1. by you no longer requiring the use of Clinigen Direct and providing Clinigen with reasonable notice to close your account, or immediately by virtue of clause 2.3; or
6.2.2. by Clinigen in accordance with clauses 2.3, 5.4 or 6.3.
6.3. In the event that you fail to comply with the Terms, your rights herein shall terminate automatically without notice from Clinigen.
6.4. Upon termination of your account and/or use of Clinigen Direct, you shall cease all use of Clinigen Direct.
- No Warranty
7.1. While we have taken reasonable steps to ensure the accuracy and completeness of the information on Clinigen Direct, it is provided on an “as is” basis and we give no warranty and make no representation regarding the accuracy or completeness of the content.
7.2. To the extent permitted by law, Clinigen does not make any promises or warranties, either expressly or implied, with respect to its services and in particular does not warrant that:
7.2.1. Clinigen Direct will be available on an uninterrupted basis or be error-free;
7.2.2. Clinigen Direct will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and Clinigen disclaims any liability relating thereto. You shall be responsible for backing up your own system and installing appropriate anti-virus software and firewalls; or
7.2.3. the content it makes available is up to date, reliable, accurate, suitable or complete.
- Limitation and disclaimer of liability
8.1. Notwithstanding clause 8.2, Clinigen and its representatives shall not be liable for any loss or damage caused by Clinigen or its representatives where:
8.1.1. there is no breach of any statutory duty of care owed to you by Clinigen or its representatives;
8.1.2. the result of such breach was not reasonably foreseeable;
8.1.3. there is any contributable increase in loss or damage by you;
8.1.4. it results from a decision by Clinigen or its representatives to warn you, to suspend or terminate your access to and/or account with Clinigen Direct, or to take any other action during the investigation of a suspected violation or as a result of Clinigen’s reasonable conclusion that a violation of these Terms has occurred;
8.1.5. it relates to loss of income, business or profits, or any loss or corruption of data in connection with your use of Clinigen Direct.
8.2. Nothing in these Terms shall exclude Clinigen's liability to you for death or personal injury as a result of the negligence or fraudulent misrepresentation by Clinigen or its representatives.
8.3 . Clinigen does not accept any liability for any use, or misuse, of the information presented on Clinigen Direct or for any loss or damage which may arise from access to or reliance on information published on Clinigen Direct, except where that liability may not be excluded or limited by law. No liability can be accepted in respect of losses or damages arising out of the unavailability of any content on Clinigen Direct.
8.4 The content on Clinigen Direct does not constitute medical advice concerning appropriate diagnoses, therapies, or treatment programs for any disease or condition or the suitability of product(s) for patients. If you are a healthcare provider, physician or responsible pharmacist, you remain responsible for validating the content of Clinigen Direct and the suitability of product(s) for patients before recommending any therapies or treatment programs for patients and before recommending use of product(s) by patients. All Clinigen Direct users remain responsible for validating with the relevant physician or responsible pharmacist at their organisation the content of Clinigen Direct and the suitability of product(s) for patients.
- Intellectual Property
9.1 We are the owner or the licensee of all copyright, design rights, database rights, trademarks and other intellectual property rights in Clinigen Direct, and in the material published on it. The names of product(s) are trademarks belonging to third parties. Your use of Clinigen Direct grants no rights to you in relation to our intellectual property rights or the intellectual property rights of third parties. All such rights not expressly granted are reserved.
9.2 You may not modify, copy, translate, broadcast, perform, display, distribute, frame, reproduce, republish, display, post, transmit or sell any content or intellectual property appearing on Clinigen Direct. You agree not to change or delete any ownership notices from materials downloaded or printed from Clinigen Direct. You may otherwise use the content made available on Clinigen Direct in accordance with relevant intellectual property laws.
9.3 If you use or download all or any part of the content on Clinigen Direct in breach of these Terms, we reserve the right to suspend or terminate your account and/or use of Clinigen Direct immediately and you must, at our option, return or destroy any copies of the materials you have made.
10.1 In these Terms the words “include”, “including”, “includes”, “such as”, “in particular” and any similar expression are to be construed as if they were immediately followed by the words “without limitation”.
10.2 If any provision of these Terms is found to be invalid or unenforceable by a court, including without limitation the liability limitations or exclusions, it will be severed from the rest of these Terms which shall remain unaffected.
10.3 No delay or failure by us to exercise any powers, rights or remedies under these Terms will operate as a waiver of them, nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them.
10.4 We may, at any time, in our discretion, assign any or all of our rights or obligations under these Terms to any person, including without limitation any person who takes on responsibility for operating Clinigen Direct (whether inside or outside the Clinigen group of companies).
10.5 You may not transfer, assign and/or novate any of your rights or obligations under these Terms without our prior consent.
These Terms are governed by and are to be interpreted in accordance with the laws of England and Wales and you agree to submit to the non-exclusive jurisdiction of the courts of England and Wales in respect of any disputes which may arise in relation to the use of Clinigen Direct.
Clinigen Limited, at Pitcairn House, Crown Square, First Avenue, Burton-on-Trent, Staffordshire, DE14 2WW (company registration number 06771928) firstname.lastname@example.org