OROVIA RESEARCH LIMITED

NATIONAL PATIENT TOOLKIT

ONLINE SERVICES TERMS AND CONDITIONS

This Agreement is between OROVIA RESEARCH LIMITED (Company Number 07522041) whose registered office is at Melton Court, Gibson Lane, Melton, East Yorkshire, HU14 3HH, UK.("ORL") and "You" (collectively "the Parties")

Registered Office: Company no 07522041

OPERATIVE PROVISIONS :

1. Definitions

In this Agreement (as defined below) the following words and terms shall have the following meanings:

"Agreement" means these terms and conditions, and the NPT Online Privacy Policy, which is located at http:\\www.nptoolkit.com\privacy or any successor website thereto and the hard copy paper Agreement entered into between ORL and You

"Content" means all audio, video, multimedia, data, text, images, documents, computer programs, and any other information or materials uploaded by or on behalf of You in connection with your use of the Service(s)

"Information" means personally identifiable information

"NPT" means the National Patient Toolkit (also known as NPT) which has been developed and is owned by ORL.

"Participant" means a third party who interacts with the Services as a result of such party’s relationship with or connection to You

"Service(s)" means, individually and collectively, a ORL hosted application in respect of the NPT

"Service Term" means the period of time for which You have elected to pay for and/or use the NPT and the Services

 

2. Acceptance

You agree that this Agreement is like any written negotiated agreement signed by You. By clicking to accept this Agreement, You agree to be bound by its terms. This Agreement is enforceable against You and any legal entity on whose behalf the NPT and any of the Services are used, for example, your employer

 

3. Use of the NPT and the Services

3.1 Your assent to this Agreement allows you to use the NPT

3.2 ORL reserves the right to change the terms of this Agreement upon five days written notice to You, which such notice will be posted on a website(s) associated with the NPT and the Services. If You do not agree to such amended terms, You may cancel your subscription to the NPT and the Services, in accordance with Section 8 (Termination) below. ORL may discontinue or add new Services, aspects, or features to the NPT and/or the Services ("Features") from time to time at its sole discretion. You are not entitled to use such new Services or Features unless You agree to new or amended terms presented to You by ORL. In addition, changes to the NPT Online Privacy Policy may also occur from time to time, and changes will be communicated via the NPT website

3.3 You represent and warrant that You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder including having a valid licence to use the Software applications that generate Content and the right to submit Content and your or a Participant’s Information in connection with the NPT and the Services. Otherwise, You are not permitted to submit such Content or Information to ORL

3.4 You acknowledge that your ability to access the NPT and the Services may require the payment of third party fees (such as telephone charges, ISP, or airtime charges) and that You are responsible for paying such fees. [ORL is not responsible for any equipment that You may need to be able to access the NPT and the Services]

3.5 To gain access to and use the NPT and the Services, You will be given a NPT log-in ID and password ("Log-In Information"). You are responsible for all activity occurring under your Log-In Information, and You must keep your Log In Information confidential and not share your Log-In Information with third parties. ORL has no obligation or responsibility with regard to your use, distribution, disclosure, or management of Log-In Information. Notwithstanding the foregoing, ORL may require You to change your Log-In Information if such Log-In Information is inconsistent with the terms of this Agreement

3.6 You affirm that You are fully able and competent to enter into the terms and conditions set forth in this Agreement, and to abide by and comply with this Agreement

 

4. Licence to Use the NPT and the Services

Subject to your compliance with the terms and conditions of this Agreement, ORL grants to You a non-exclusive, non-transferrable, revocable right to access and use the NPT and the Services

 

5. Ownership of the NPT, the Services and Marks

You acknowledge that ORL owns all right, title, and interest in:

5.1 the NPT and the Services;

5.2 any ORL Software provided in connection with the NPT and the Services; and

5.3 all graphics, logos, service marks, Trade Marks and Trade Names, including third party names, product names and brand names used by ORL in connection with the NPT (including "NPT" and "National Patient Tool Kit") and the Services ("the Marks"). You are welcome to send suggestions on improving the Services, but in doing so, You acknowledge and agree that such suggestions will become the property of ORL, and ORL has no obligation to compensate You for such suggestions

 

6. Trial Use of the NPT and the Services

6.1 This Section 6 applies to You solely if You have subscribed to the NPT and the Services on a trial basis

6.2 In addition to the other terms of this Agreement, as a trial user of the NPT and the Services, your right to access and use the NPT and the Services is limited as provided in the e-mail communication from ORL acknowledging your right to use the NPT and the Services, or as provided in the web pages describing trial use of the NPT and the Services. These trial NPT and the Services might be offered by ORL at a later time with different Features, for a fee, or not at all, as determined by ORL in its sole discretion. In order to maintain a consistent quality of service, ORL reserves the right to temporarily suspend trial access to the NPT and the Services as needed

6.3 Your right to use the Services on a trial basis shall terminate immediately upon expiration of the limited time period granted at the time You subscribe to the NPT and the Services on a trial basis. In addition, ORL reserves the right, for any reason in its sole discretion without prior notice, to discontinue or suspend your trial use, and to terminate your trial account. Your rights and the rights of Participants to access Content submitted to your account and processed by the NPT and the Services shall terminate immediately upon termination of your right to use the NPT and the Services

 

7. Payment

[Use of the NPT and the Services is subject to your payment of [ORL’s charges for] [BT’s charges for BT services which include] the use of NPT and the Services]

 

8. Term and Termination

8.1 The term of this Agreement shall begin on the date You click to accept this Agreement and shall continue for a period of [twelve] months

8.2 ORL may terminate this Agreement immediately for any breach of this Agreement by you

8.3 Upon termination of this Agreement, You must immediately cease using the NPT and the Services. ORL reserves the right to delete any data files associated with Content, Information or your use of the NPT and the Services upon termination of the NPT and the Services. The following clauses of this Agreement shall survive termination of this Agreement: 1, 5, 8.3, 9 to 19

 

9. Content

9.1 You may upload Content to the NPT in connection with your use of the NPT and the Services. [ORL does not verify, endorse, or claim ownership of any Content, and You retain all right, title and interest in and to the Content.] ORL does not store Content except as necessary for ORL to perform the Services. ORL shall make commercially reasonable efforts to block the uploading of Content to the Services that contains viruses detected by using industry standard virus protection software. Notwithstanding anything to the contrary herein, ORL shall not be responsible or liable for the deletion or accuracy of Content, failure to store, transmit or receive transmission of Content or the security, privacy, storage or transmission of other communications originating with or involving use of the NPT and/or the Services unless ORL’s server and database has accepted such Content uploaded by the User. Certain Features of the NPT and the Services might enable You to specify the level at which such Services restrict access to your Content. You are solely responsible for applying the appropriate level of access to your Content

9.2 You represent and warrant that :

9.2.1 You are the owner, licensor or authorised user of all Content;

9.2.2 You will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that :

9.2.2.1 advocates, promotes, incites, instructs, assists or otherwise encourages violence or any illegal activities;

9.2.2.2 infringes or violates the copyright, patent, trade mark, service mark, trade name, trade secret, or other intellectual property rights of any third party or ORL or any rights of publicity or privacy of any party;

9.2.2.3 attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate;

9.2.2.4 promotes, solicits or compromises inappropriate, harassing, abusive, profane, defamatory, libellous, threatening, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity;

9.2.2.5 is harmful to minors;

9.2.2.6 contains any viruses, trojan horses, worms, time bombs, or any other similar software, data, or programmes that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Information or property of another;

9.2.2.7 violates any law, statute, ordinance or regulation

9.3 You acknowledge that the Services are automated and that ORL personnel will not access, view, or listen to any Content, except as reasonably necessary to perform the Services including but not limited to the following :

9.3.1 respond to support requests;

9.3.2 detect, prevent, or otherwise address fraud, security, or technical issues;

9.3.3 as deemed necessary or advisable by ORL in good faith to conform to legal requirements or comply with legal processes;

9.3.4 enforce this Agreement, including investigation of potential breaches hereof, as further described in Clause 13 (Investigations)

 

10. Notification of Copyright Infringement

ORL will, in appropriate circumstances, terminate your licence to use the NPT and the Services if you infringe the intellectual property rights of others. ORL will investigate notices of copyright infringement and take appropriate actions

 

11. Links

ORL may provide links to other websites or resources as part of the Service as a convenience to you. ORL is not responsible for the contents, products or services on any third party site, and the inclusion of any link does not imply that ORL endorses the content on such third party sites. You may visit such third party sites solely at your own risk

 

12. Use Restrictions

In connection with your access or use of the NPT and the Services, You agree not to :

12.1 introduce a virus, worm, trojan horse or other harmful software code or similar files that may damage the operation of a third party’s computer or property or information;

12.2 use the NPT or the Services in any manner that could damage, disable, overburden, or impair any ORL Server, or the network(s) connected to any ORL Server or interfere with any other party’s use and enjoyment of the NPT and the Services;

12.3 attempt to gain unauthorised access to the NPT or the Services, materials, other accounts, computer systems or networks connected to any ORL Server to the NPT or the Services, through hacking, password mining, or any other means;

12.4 obtain or attempt to obtain any materials or information through any means not intentionally made available through the NPT and the Services;

12.5 host, on a subscription basis or otherwise, the NPT and/or the Services, including any related application, to permit a third party to use the NPT and/or the Services to create, transmit or protect any content;

 

12.6 sell, lease, or rent access to or use of the NPT and/or the Services, or otherwise transfer any rights to use the NPT and/or the Services under this Agreement;

12.7 defraud, defame, abuse, harass, stalk, threaten, or otherwise breach the legal rights of others; or

12.8 upload, or otherwise make available, files that contain images, photographs, software, or other material protected by intellectual property laws, including, for example, and not as limitation, copyright or trade mark laws unless You own or control the rights thereto or have received all necessary consent to do the same

 

13. Investigations

ORL does not generally monitor user activity occurring in connection with the NPT and the Services. If ORL becomes aware, however, of any possible breaches by You of this Agreement or the law, ORL reserves the right to investigate such breaches, and ORL may, at its sole discretion, terminate immediately your licence to use of the NPT and the Services or change, alter or remove Content in whole or in part, without prior notice to You. If, as a result of such investigation, ORL believes that criminal activity has occurred, ORL reserves the right to refer the matter to, and to co-operate with, any and all applicable law enforcement authorities. ORL is entitled, except to the extent prohibited by applicable law, to disclose any information, including Information, about You in ORL’s possession in connection with your use of the NPT and the Services to law enforcement or other government officials, as ORL in its sole discretion believes to be necessary or appropriate. You agree to indemnify and hold ORL harmless from and against any and all liabilities, costs and expenses, including reasonable legal fees, related to or arising from your Content, the content of Participants, and your or any Participant’s use of the NPT and the Services

 

14. Privacy

14.1 The terms of the NPT Online Privacy Policy and the terms of this Section 14 (Privacy) govern ORL’s collection and use of Information in connection with the NPT and the Services. If there is any conflict between the terms of the NPT Online Privacy Policy or the terms of this Agreement, the terms of this Agreement shall prevail

14.2 In addition to the types of Information set forth in the NPT Online Privacy Policy, ORL may collect certain information regarding your use of the NPT and the Services, such as the name of the internet service provider and the internet protocol address through which you access the internet; the time you access the Services; and the internet address of any referring website

14.3 ORL stores your Information and the Information of Participants in accordance with ORL’s then current storage policies. ORL may delete all of your Information or Information of Participants upon termination of this Agreement

14.4 ORL has implemented technical safeguards and procedures to protect communications with the NPT and the Services including communication of Content and Information. Notwithstanding the foregoing, the security of communications sent over the internet (including by e-mail) is subject to many factors outside of ORL’s control and, as a result, ORL does not guarantee the security or privacy of such communications

14.5 Notwithstanding any communications preferences indicated by You, ORL may send to you, NPT and Service related e-mails regarding the NPT and/or the Services maintenance events or modifications to the functionality or delivery of the NPT and the Services

14.6 As between ORL and You, You shall have sole responsibility for any and all Information of Participants used and submitted in connection with the NPT and the Services, and ORL shall have no responsibility in connection thereto. You should comply with all data protection and privacy laws and rules applicable to Information of Participants. You shall defend, indemnify, and hold harmless ORL from any claim or proceedings brought against ORL by a Participant in connection with any acts or omissions with regard to such Information of Participants

 

15. Disclaimer of Warranties

The NPT and the Services are provided on an "as is" and "as available basis", "with all faults" and without warranty of any kind. To the full extent permitted by law, ORL, its affiliates, contractors, service providers, employees, agents, resellers, licensors, and any other party involved in creating, producing or delivering the NPT and the Services disclaim all warranties and representations of any kind, express, implied, or statutory, including without limitation all warranties of merchantability, fitness for particular purpose, accuracy, system integration or compatibility, workmanlike effort, lack of negligence, quiet enjoyment, and non-infringement. Without limiting the foregoing, ORL does not warrant or represent that the NPT or the Services will be continuous, secure, reliable, accessible, uninterrupted or error free, or that ORL’s servers and software are free of viruses or other harmful components, or that ORL’s security procedures and mechanisms will prevent the loss or alteration of or improper access to Information or Content by third parties

 

16. Limitation of Liability

16.1 Neither ORL nor its suppliers shall be liable to You or any third party for any indirect, special, incidental, punitive or consequential damages including, but not limited to damages for the inability to use the NPT or the Services or access data, information or content, loss of business, loss of profits, business interruption, or the like, arising out of the use of, or inability to use, the NPT or the Services and based on any theory of liability including statute, breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if ORL or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose

16.2 ORL’s total liability to You for actual damages for any cause whatsoever will be limited to the amount paid by You for the relevant Service(s) in the last 12 months, if any. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the NPT and the Services must be filed within one year after such claim or cause of action arose or be forever barred. ORL’s suppliers shall have no liability to You for any reason

16.3 The limitations on liability in this Section 16 are intended to apply to the warranties and disclaimers above and all other aspects of this Agreement. Nothing contained in this Agreement limits ORL’s liability to You in the event of death or personal injury arising from ORL’s gross negligence

 

17. Governing Law

By accessing and using the NPT and the Services, You and ORL agree that all matters relating to this Agreement and your access to, or use of, the Services shall be governed by the laws of England

 

18. Miscellaneous

18.1 If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the Parties, and all other provisions will remain in full force and effect

18.2 ORL’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ORL in writing.

18.3 Your rights hereunder may not be assigned or transferred to any third party

18.4 Each Party will provide the other with written notice under this Agreement by sending the other Party notice as follows :

18.4.1 for You, notice will be sent to the e-mail address associated with your account; and

18.4.2 for ORL, notice will be sent to Orovia Research Limited at its registered office for the time being

18.5 This Agreement, including the ORL Online Privacy Policy constitutes the entire agreement between You and ORL and supersedes all prior agreements, representations and understandings between the parties regarding the subject matter contained herein