| The Surgery Network Terms and Conditions of Use |
|
The following are our terms and conditions ("T&Cs") that apply to the delivery of Services by us, The Surgery Network Ltd, to you, the Member, and the words "we", "us" and "our" refer to The Surgery Network Ltd and "you" and "your" refer to the Member. Definitions: the following is a definition of words used in these T&Cs: "Member" means the organisation whose Primary Account Holder has agreed to these T&Cs by virtue of the Primary Account Holder acknowledgement during the online registration confirmation or by other means of confirmation. "Primary Account Holder" and "PAH" means the person who is authorised to accept and agrees to these T&Cs on behalf of the Member. "Member Agreement" means these T&Cs, as may be varied from time to time. "Services" means the use of our Online System, information, tools, reports and other activities provided through our Online System, our mobile and tablet apps and other financial services. Services includes tools and modules subscribed to through the Online System or as agreed by you with us through other online or offline engagement agreements including past subscription agreements already entered into. "Online System" means that part of the Services provided to and accessed by you through our online web system, located at www.surgerynetwork.org and any mirror website(s) and which provides information including reports and documents to you and acts as a conduit of information between you, Suppliers, other organisations and individuals, and other Members. "Supplier" means any organisation that supplies or offers to supply goods and services in connection with the Service. Agreement1. These T&Cs apply to the delivery of Services by us. By clicking the "I Agree to the Terms and Conditions of Use" check box and "I Confirm Registration" button on the Registration Confirmation page you agree to these T&Cs. The Member Agreement becomes effective on the date and time that the "I Confirm Registration" button is clicked by you. Certain of these T&Cs relating to the provision of the Online System also appear on the Online System website ("Online Terms"). Your acceptance of these Online Terms will also be indicated by your login to the Online System. Responsibilities 2. You agree and accept that all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and 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 or will subsist now or in the future in any part of the world (together, "Intellectual Property Rights") relating to the Services and the Online System are owned by us. 3. You shall not: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Intellectual Property Rights in any form or media or by any means; or: (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Intellectual Property Rights; or (c) access all or any part of the Intellectual Property Rights in order to build a product or service which competes with the Services; or (d) use the Services and/or Intellectual Property Rights to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Intellectual Property Rights available to any third party; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or the Online System. 4. You agree to keep confidential and not disclose to any third party any and all information relating to us, the Services, the Online System, the Intellectual Property Rights and Suppliers, including Supplier pricing and related service levels. 5. The Online System acts as a conduit of information between you and Suppliers, providing information and a facility for creating and processing purchase orders that are automatically issued to Suppliers. In using the Services and the Online System, you accept any and all responsibility in connection with orders issued on your behalf to Suppliers. 6. You agree that only your authorised representatives will use the Online System and that we will not be responsible in any way for any liability incurred in connection with the use of the Services, the Online System or any purchase orders raised thereby. 7. You accept that we make no guarantee or representation as to the accuracy or validity of the information provided to you including online manuals, training materials, NHS reimbursement information, equipment and asset user manuals, task procedures, Supplier pricing and the ability of Suppliers to meet their indicated commitments. To avoid the potential for confusion over the purchase of goods and services, normal order management procedures should be followed at all times, including confirmation with Suppliers, verification of Supplier deliveries at time of delivery and/or non-acceptance by you of incorrect deliveries from Suppliers of goods and services at time of delivery. 8. 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 by us from the Member Agreement. The Services and the Online System are provided to the Member on an "as is" basis. 9. Any complaints or claims you have with respect to Suppliers, manufacturers, other members or other third parties with who you deal with directly or indirectly through the Service must be directed to the organisation concerned. Primary Account Holder (PAH)10. The PAH is responsible for confirming changes requested by the Member to membership subscriptions, monthly fees, delivery and invoice postal addresses and Member contact details including email addresses ("Changes"). When we receive requests for Changes we request confirmation of the requested Changes from the PAH by email and once confirmation has been received back by us from the PAH the changes are activated. 11. The PAH is also responsible for accessing and managing the Online System user access settings located in the My Users area of the My Account section of the Online System. 12. The PAH may request a replacement or an additional PAH and such person will be designated as a PAH once they agree to the T&Cs by completing the Registration Confirmation page. 13. We may from time to time request reconfirmation of PAH contact details including the email address and these contact details may then be used to confirm Changes. Where we are not able to reconfirm PAH contact details, we may take additional steps to verify the identity of the PAH as we deem necessary. Information14. Any advice, information, opinion, statement of expectation, forecast or recommendation supplied by us as part of the Services shall not amount to any form of warranty or guarantee that we have determined or predicted future events or circumstances. 15. You shall retain responsibility, accountability and liability for: the use of, extent of reliance on or implementation of advice, data or recommendations supplied by us or any other matter related to the Services; making any decision affecting the Services, any product of the Services, your interests or your affairs; the delivery, achievement or realisation of any benefits directly or indirectly related to the Services. 16. We may need to suspend or change how the Services are provided in order to maintain or improve their quality, to comply with any law or regulation, or if an event beyond our reasonable control occurs. We shall not be in breach of our contractual obligations and shall incur no liability to you if we are unable to comply with these T&Cs as a result of any cause beyond our reasonable control. 17. You agree that our total aggregate liability to you shall be limited to a maximum of the annual fees paid by you to us within the previous 12 months (on a rolling basis) under this Member Agreement. 18. The Online System and Services may be enhanced or changed from time to time and this may result in changes to the T&Cs. Where such changes occur, we will advise you of the changes in the Log On process where you re-confirm your acceptance of the Online Terms and Services. 19. We may withdraw a Supplier from the Online System at any time, for any reason. Other20. We may charge a membership fee for access to all or part of our Services and if we do not receive payment within 15 days after any due date, and without prejudice to any other rights and remedies we may have, we may at any time after the 15 day due date, without liability to the Member, disable the Member�s password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while any membership fees remain unpaid. 21. You are entitled on written notice to us to cancel this Member Agreement on not less than 30 days' written notice, or to transfer any or all rights and obligations under this Member Agreement to any other organisation with our prior written consent. We are entitled on written notice to you to cancel this Member Agreement on not less than 30 days' written notice or to transfer any or all rights and obligations under this Member Agreement to any other organisation. 22. On termination of the Member Agreement for any reason: (a) all licences granted under or in connection with it shall immediately terminate and the Member shall immediately cease all use of the Services and the Online System; (b) the Member shall return to us and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to us; and (c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim membership fees, or damages in respect of any breach of the agreement, which existed at or before the date of termination, shall not be affected or prejudiced. 23. Any failure by either party to enforce any right shall not be deemed a waiver of any such right. 24. If any provision of the Member Agreement shall be invalid or unenforceable, the remaining provisions shall continue to apply. 25. Any breach by you of any obligation under the Member Agreement which is not remedied within 7 days following our written notice of breach by us to you shall entitle us to terminate the Member Agreement immediately without further notice and any and all fees payable to us become non-refundable and without right of setoff. 26. The following clauses shall survive expiry or termination of the Member Agreement: 1, 2, 3, 4, 5, 6, 7, 8, 9, 14, 15, 16, 17, 21, 22, 23, 24 and 27. 27. The Member Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the courts of England & Wales. Suggestions and Complaints28. If at any time you would like to discuss with us how the Services could be improved or if you have a complaint about them, please telephone or write to Head of Membership at: |
|
|
The Surgery Network Ltd |
Tel: 01722 580085 |