Palliative Care Formulary (“Formulary”) subscription terms and conditions
This page was last updated on 8 December 2011.
Palliativedrugs.com Limited (referred to as “we”, “our” and “us”) is the operator of this website. As a customer placing an order to subscribe to our Formulary on this website (referred to as “you” and “your”) you acknowledge that the order you submit is subject to our terms and conditions below.
Please read through these terms and conditions carefully and print a copy for future reference.
We may change these terms and conditions at any time (but not in relation to any order that you have sent to us). Any changes will take effect on the date they are posted onto this website.
2 Your status
- 2.1 By placing an order to subscribe to our Formulary through this website, you warrant to us that:
- 2.1.1 You are legally capable of entering into binding contracts;
- 2.1.2 You are at least 18 years old; and
- 2.1.3 Where you are subscribing to our Formulary: (a) on behalf of a business or other organisation, you have authority to bind that business or organisation on whose behalf you use this website; and (b) as an individual, you do so in the course of your business, trade or profession.
3 The order process
- 3.1 You can only place an order to subscribe to our Formulary once you have successfully registered an account with us. Information that you provide while registering an account with us must be complete and accurate. You agree that we may block access to your account if we reasonably believe that the information you have supplied is inaccurate. You must keep your username and password secret at all times and not allow anyone else to use it. You must contact us immediately if you believe your username and password has become known to someone else so we may issue you a new username and password.
- 3.2 Before you submit an order to subscribe to our Formulary (by clicking the Submit Order button) you will have an opportunity to identify and correct any input errors in your order.
- 3.3 We must receive payment of the whole of the price for your subscription to our Formulary before your order can be accepted. You can pay for the subscription you have ordered online through WorldPay or by printing off our invoice and posting your payment to us. After you submit an order we will give you an Order ID number and details of the subscription package you have ordered. We will do this by sending to you an e-mail to the e-mail address you provided during the order process. This e-mail will be an acknowledgement of your order and not an acceptance of it.
- 3.4 We do not file details of your order for you to subsequently access directly from our website. Thus, please print out this e-mail for your future reference.
4 Your contract with us
- 4.1 We will confirm that your order for a subscription to our Formulary has been accepted by sending you another e-mail accepting your order. Our acceptance of your order brings into existence a legally binding contract between us (“Contract”).
5 Price and payment
- 5.1 The price payable for your subscription to our Formulary will depend on the subscription package that you have ordered and will be as set out in our website (except in cases of obvious error) and are in UK pounds. They include any VAT payable.
- 5.2 The total cost of your subscription will be the price of the subscription package you order, plus any applicable VAT. All these will be set out clearly in your Shopping Basket before you proceed to the payment section of our website.
- 5.3 Prices and offers are subject to availability and may change before (but not after) we accept your order. However, we are under no obligation to provide you with a subscription to our Formulary at an incorrect price, even after we have sent you an acceptance of order, if the pricing error is obvious and unmistakable and would have reasonably been recognised by you as a mis-pricing.
- 5.4 We try and ensure that at all times the information and prices on our website are accurate and up to date, however, errors can occur. If we discover an error in price or description, we will tell you as soon as possible and ask you whether you wish to reconfirm your order at the correct price or cancel it. If we are unable to contact you we will treat your order as cancelled.
- 5.5 We shall provide free access to the Formulary to institutions that are eligible for free or low cost access to publications through HINARI Access to Research in Health Programme (i.e. eligible institutions from those countries listed in either Group A and Group B at http://www.who.int/hinari/eligibility/en/). If you consider that you are eligible for free access to the Formulary, you should e-mail firstname.lastname@example.org. We reserve the right to withdraw free access to the Formulary to eligible institutions under the HINARI programme at any time, without liability to you and without notice.
- 5.6 Payment for all subscriptions must be made online by credit or debit card or such other electronic payment method accepted by WorldPay, or by post by cheque. For any other method of payment you should e-mail email@example.com.
6 Accessing our Formulary
- 6.1 Individual subscriptions to access our Formulary will be activated as soon as we send you our acceptance of order as set out in clause 4.1. Corporate subscriptions will be activated on receipt of the information as set out in clause 7.3. Once activated, log on to the website and click on Formulary to access it. If you experience any problems, please e-mail firstname.lastname@example.org or telephone 0115 962 7778.
7 User subscriptions
- 7.1 You will have purchased either an individual or corporate subscription package. Subject to you paying the price for your subscription package, and subject to the restrictions set out in these terms and conditions, we hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users (as defined in clause 7.2) to use the Formulary during the Subscription Term (as defined in clause 14.1) solely for the your internal business, trade or professional purposes.
- 7.2 If you have purchased an individual subscription package, “Authorised User” shall mean you personally. However, if you have purchased a corporate subscription package, “Authorised User” shall mean those of your employees, agents and independent contractors whom you have purchased subscriptions for to enable them to access the Formulary.
- 7.3 If you have purchased a corporate subscription package, we will ask that you nominate an authorizing contact person. This person will inform us which of your employees, agents or independent contractors, that are already registered with us, you wish to be provided with access to the Formulary as part of your corporate subscription package. On receipt of their full name and e-mail address, we will provide such accounts with access to the Formulary for the duration of your corporate subscription package, up to the total number of users to which your subscription relates. Access to the Formulary for additional users can be purchased by placing an additional order in accordance with clause 3.
- 7.4 If you have purchased a corporate subscription package, in relation to the Authorised Users, you undertake that:
- (a) the maximum number of Authorised Users that you authorise to access and use the Formulary shall not exceed the number of users to which the corporate subscription package purchased relates as set out in our acceptance of order sent to you under clause 4.1
- (b) you will not allow or suffer any user subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Formulary;
- (c) each Authorised User shall keep a secure password for his use of the Formulary, and that each Authorised User shall keep his password confidential;
- (d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us upon request at any time or times;
- (e) you will immediately notify us if, or you have reason to believe that, the usernames and passwords of any Authorised User are disclosed to any individual who is not an Authorised User;
- (f) you shall permit us to audit the Formulary in order to confirm your compliance with these terms and conditions. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal use of the Formulary; and
- (g) if any of the audits referred to in clause 7.4(f) reveal that any password has been provided to any individual who is not an Authorised User or we receive notice from you under clause 7.4(e), then without prejudice to our other rights, we shall promptly disable such passwords and shall not issue any new passwords to any such individual.
- 7.5 If you have purchased an individual subscription package, you undertake that:
- (a) you will not allow or authorise any other individual to access and use the Formulary;
- (b) you will keep a secure password for your use of the Formulary, and keep your password confidential;
- (c) you shall permit us to audit the Formulary in order to confirm your compliance with these terms and conditions. Such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your normal use of the Formulary; and
- (d) if the audit referred to in clause 7.5(c) reveals that any password has been provided to any other individual, then without prejudice to our other rights, we shall promptly disable such passwords and you shall not issue any new passwords to any such individual.
- 7.6 You shall not (and you shall ensure that any of your Authorised Users do not) access, store, distribute or transmit any computer viruses or anything similar, or any material during the course of using the Formulary that:
- (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- (b) facilitates illegal activity;
- (c) depicts sexually explicit images;
- (d) promotes unlawful violence;
- (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- (f) causes damage or injury to any person or property;
and we reserve the right, without liability to you, to disable access in the event of breaches to the provisions of this clause.
- 7.7 You shall not (and you shall ensure that your Authorised Users do not):
- (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms and conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Formulary in any form or media or by any means;
- (b) access all or any part of the Formulary in order to build a product or service which competes with the Formulary;
- (c) license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Formulary; or
- (d) attempt to obtain, or assist third parties in obtaining, access to the Formulary, other than as expressly provided under this clause 7.
- 7.8 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Formulary and, in the event of any such unauthorised access or use, promptly notify us.
- 7.9 The rights provided under this clause 7 are granted to you only, and, in the case of any corporate subscription, shall not be considered granted to any subsidiary or holding company.
8. Formulary availability
- 8.1 We shall, during the Subscription Term (as defined in clause 14.1), provide you access to the Formulary on and subject to these terms and conditions.
- 8.2 We shall use commercially reasonable endeavours to make the Formulary available 24h a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 22.00–06.00h UK time; (b) unscheduled maintenance performed at any other time, provided that we have used reasonable endeavours to give you as much advanced notice as reasonably possible; and (c) emergency outages.
- 8.3 In the event that our Formulary is unavailable for any reason other than a planned maintenance we will use commercially reasonable endeavours to remedy the unavailability in accordance with our standard customer support services policy in effect at the time concerned. We may amend our standard customer support services policy in our sole and absolute discretion from time to time.
- 9.1 We warrant that (subject to the other provisions of these terms and conditions) the Formulary has been created using reasonable care and skill and we will use reasonable care and skill in giving you access to the Formulary upon acceptance of your subscription order.
- 9.2 We will not be liable for a breach of the warranties in clause 9.1 unless: (a) you give written notice of the breach to us; and (b) we are given a reasonable opportunity after receiving the notice of investigating the alleged breach.
- 9.3 We will not be liable for a breach of the warranties in clause 9.1 if: (a) you make any further use of our Formulary after giving such notice; or (b) the problem arises because you failed to follow our oral or written instructions as to the use of our Formulary (if there are any); or (c) you alter our Formulary without our written consent; or (d) the problem arises because of misuse.
- 9.4 Subject to clause 9.2 and clause 9.3, if we are in breach of the warranties in clause 9.1 we will, at our expense, use all reasonable commercial efforts to remedy the breach promptly or refund the subscription price you paid. This constitutes your sole and exclusive remedy for any breach of the warranties set out in clause 9.1. Notwithstanding the foregoing, we do not warrant that your access to our Formulary will be uninterrupted or error-free.
- 9.5 We reserve the right to modify our Formulary without notice to you.
- 9.6 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf which is not set out in the contract or otherwise confirmed in writing by us. Nothing is this clause will exclude or limit our liability for fraudulent misrepresentation.
- 9.7 Except as otherwise expressly provided in these terms and conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract.
10 Intellectual property rights
- 10.1 We are the owner of all intellectual property rights in our website, and in the material published in our Formulary (unless otherwise indicated on our website). Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
11 The Customer’s obligations
- 11.1 The Customer shall:
- 11.1.1 ensure that its Authorised Users use the Formulary in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions; and
- 11.1.2 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Internet, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.
- 11.2 You acknowledge that:
- 11.2.1 you must satisfy yourself as to suitability and appropriateness of any information contained in our Formulary before using it or relying on it; and
- 11.2.2 any information contained on our Formulary relating to possible effects and uses of certain drugs outside the scope of their licensed use must not be taken as an indication or recommendation that such a use is an authorised or proper use of that drug in that manner and, accordingly, we shall not be liable for any damage resulting from any treatment, use, administration or further procurement involving the use of any drug outside the scope of its licensed use or otherwise.
- 12.1 You assume sole responsibility for results obtained from the use of our Formulary.
- 12.2 You shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) that we suffer or incur arising out of or in connect with your use of the Formulary.
13 Limitation of liability
- 13.1 Subject to clause 13.3:
- 13.1.1 our total liability to you in respect of all losses, damages, costs, charges, expenses or other claims arising under or in connection with the Contract or your use of the Formulary, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed 115% of the subscription price of the subscription package you purchased; and
- 13.1.2 we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for loss of profit, loss of business, loss of revenue or contracts, depletion of goodwill or similar losses or for any special, indirect or consequential losses or damages, costs, charges, expenses or other claims whatsoever which arise out of or in connection with the Contract or your use of the Formulary.
- 13.2 We will take reasonable precautions to keep the details of your order and payment secure, but, unless we are negligent, we cannot be held liable for any losses caused as a result of unauthorised access to information provided by you.
- 13.3 Our liability to you shall not in any way be limited:
- 13.3.1 for death or personal injury caused by our negligence;
- 13.3.2 for any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
- 13.3.3 under section 2(3) of the Consumer Protection Act 1987;
- 13.3.4 for fraud or fraudulent misrepresentation; or
- 13.3.5 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
14 Term and termination
- 14.1 Your subscription to our Formulary will commence on the date we send you our acceptance e-mail under clause 4.1 and shall continue for the period of time that applies to the subscription package you have purchased and set out in our acceptance e-mail sent to you under clause 4.1 (“Subscription Term”), unless otherwise terminated earlier as provided in this clause 14.
- 14.2 You may terminate the Contract: (a) at any time by giving us 30 days advance notice by e-mailing us at email@example.com, or writing to us at Palliativedrugs.com Limited, The Study Centre, Hayward House, Nottingham University Hospitals NHS Trust, City Campus, Hucknall Road, Nottingham, NG5 1PB or (b) on written notice if we commit a material breach of any of the terms of the Contract and (if the breach is remediable) fail to remedy that breach within 14 days of you notifying us in writing of the breach. You will not receive any refund of the price you have paid if you terminate the Contract under clause 14.2(a) before expiry of the Subscription Term.
- 14.4 If we terminate the Contract under clause 14.3(b), we will refund to you the price you have paid for your subscription to our Formulary on a pro-rata basis for the unexpired Subscription Term.
- 14.5 On termination of the Contract for any reason: (a) all licences we have granted to you will terminate and you must cease to access our Formulary; and (b) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive termination or implicitly surviving termination, shall not be affected or prejudiced.
15 Additional terms
- 15.1 Additional terms and conditions may apply for our offers or to particular subscription packages. If so, you will be advised of them at the relevant point.
16 Written communications
- 16.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our website, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices and other communications that we provide you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
- 17.1 Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to Palliativedrugs.com Limited, The Study Centre, Hayward House, Nottingham University Hospitals NHS Trust, City Campus, Hucknall Road, Nottingham, NG5 1PB or e-mailed to firstname.lastname@example.org and all notices from us to you will be emailed to you at the email address you provided us when you submitted your order.
18 Events beyond our control
- 18.1 We reserve the right to block or restrict access to our Formulary or to cancel your Contract (without liability to you) if we are prevented from or delayed in the carrying on of our business (or any part of it) for providing access to our Formulary because of any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.
- 18.2 Our obligations under the Contract are deemed to be suspended for the period that the event of the type described in clause 18.1 continues We will use our reasonable endeavours to bring the event of the type described in clause 18.1 to a close or to find a solution by which our obligations under the Contract may be performed despite the event of the type described in clause 18.1.
- 19.1 If any court of competent authority decides that any of the provisions of these terms and conditions or any provisions of a Contract are invalid, unlawful or unenforceable to any extent (including any provision in which we exclude or limit our liability to you) the terms will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
- 20.1 We do not accept amendments to these terms and conditions unless they are agreed in writing by one of our directors.
- 21.1 If we fail, at any time during the Subscription Term, to insist upon strict performance of any of your obligations under the Contract or any of these terms and condition, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- 21.2 A waiver by us of any default shall not constitute a waiver of any subsequent default.
- 21.3 No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 17.
- 22.1 You may not assign or sub-contract any of your rights or obligations under the Contract to any third party unless agreed upon in writing by us.
- 22.2 We reserve the right to transfer, assign, novate or sub-contract the whole or part of any of our rights or obligations under the Contract or any related contract to a third party.
23 Third party rights
- 23.1 Except for our directors, employees or representatives, a person who is not a party to our Contract has no right under the UK Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or these terms and conditions. However, this does not affect any right or remedy of a third party that exists or is available apart from that Act.
24 Governing law
- 24.1 The Contract between us and any dispute or claim out of or in connection with the subscription package purchased (including non-contractual disputes) shall be governed by and interpreted in accordance with English law and the English courts shall have non-exclusive jurisdiction to resolve any disputes between us. English is the language offered for the conclusion of the Contract between you and us.
25 Entire agreement
- 25.2 Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature or quality of our Formulary. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.
26 Who we are
- 26.1 This website is operated by, and any contract for subscription to our Formulary will be with, Palliativedrugs.com Limited (company number: 03920371), a company registered in England and whose registered office address is at The Study Centre, Hayward House, Nottingham University Hospitals NHS Trust, City Campus, Hucknall Road, Nottingham, NG5 1PB. Our VAT number is: 763-5239-18.