Terms and Conditions
Copyright® 2013 European Medical Group Ltd trading as European Medical Media. All rights reserved.
European Medical Journal is for informational purposes and should not be considered medical advice, diagnosis or treatment recommendations.
We collect and store the following personal information:
email address, computer sign-on data, physical contact information, and data on your company and position within that company;
other information, including users IP address and standard web log information.
Registration No: 08198092.
Registered in England and Wales.
Registered Office: c/o RSM, Marlborough House, Victoria Road South, Chelmsford, CM1 1LN
Contact Email: email@example.com
VAT No: 144219234
We use users’ personal information to:
provide our services;
resolve disputes and troubleshoot problems;
encourage safe trading and enforce our policies;
customise users’ experience, measure interest in our services, and inform users about services and updates;
communicate marketing and promotional offers to you;
do other things for users as described when we collect the information.
We don’t sell or rent users’ personal information to third parties for their marketing purposes. We may disclose personal information to respond to legal requirements, enforce our policies, respond to claims that a posting or other content violates other’s rights, or protect anyone’s rights, property, or safety. We may also share personal information with:
corporate affiliates who help detect and prevent potentially illegal acts and provide joint services.
service providers who help with our business operations.
Using Information from European Medical Media Ltd
You may use personal information gathered from European Medical Media Ltd’s websites only to follow up with another user about a specific posting, not to send spam or collect personal information from someone who hasn’t agreed to that.
If you do not wish to receive marketing communications from us, you can simply email us at any time.
We use many tools to protect your personal information against unauthorised access and disclosure, but as you probably know, nothing’s perfect, so we make no guarantees.
We may update this policy at any time. You should check whether our terms and conditions have been updated by visiting them on a regular basis.
Access to and use of this website (the website) both within the UK and internationally is provided by European Medical Group Ltd trading as European Medical Media on the following terms:
- By using the website you agree to be bound by these terms, which shall take effect immediately on your first use of the website. If you do not agree to be bound by all of the following terms please do not access, use and/or contribute to the website.
- European Medical Media Ltd may change these terms from time to time and so you should check these terms regularly. Your continued use of the website will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using this website.
Use of the Website
- You agree to use the website only for lawful purposes and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use and enjoyment of the website. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within the website.
- All copyright, trade marks, design rights, patents and other intellectual property rights (registered and unregistered) in and on the website and all content (including all applications) located on the site shall remain vested in European Medical Media Ltd or its licensors (which includes other users). You may not copy, reproduce, republish, disassemble, decompile, reverse engineer, download, post, broadcast, transmit, make available to the public, or otherwise use the website content in any way except for your own personal, non-commercial use. You also agree not to adapt, alter or create a derivative work from any website content except for your own personal, non-commercial use. Any other use of the website content requires the prior written permission of European Medical Media Ltd
- The names, images and logos identifying European Medical Media Ltd or third parties and their products and services are subject to copyright, design rights and trade marks of European Medical Media Ltd and/or third parties. Nothing contained in these terms shall be construed as conferring any licence or right to use any trade mark, design right or copyright of European Medical Media Ltd or any other third party.
Contributions to the Website
- By sharing any contribution (including any text, photographs, graphics, video or audio) with European Medical Media Ltd you agree to grant European Medical Media Ltd, free of charge, permission to use the material in any way it wants (including modifying and adapting it for operational and editorial reasons. In certain circumstance European Medical Media Ltd may also share your contribution with trusted third parties.
- Copyright in your contribution will remain with you and this permission is not exclusive, so you can continue to use the material in any way including allowing others to use it.
- In order that European Medical Media Ltd can use your contribution, you confirm that your contribution is your own original work, is not defamatory and does not infringe any UK laws, that you have the right to give European Medical Media Ltd permission to use it for the purposes specified above, and that you have the consent of anyone who is identifiable in your contribution or the consent of their parent / guardian if they are under 16.
- Please do not endanger yourself or others, take any unnecessary risks or break any laws when creating content you may share with European Medical Media Ltd.
- If you do not want to grant European Medical Media Ltd permission set out above on these terms, please do not submit or share your contribution to or with the website.
The Website Communities
- You agree to use the website communities (including message boards) in accordance with the following Community Rules. These apply across all of the website community sites and services as follows:
(i) About your Posts:
- Contributions must be civil and tasteful.
- No disruptive, offensive or abusive behaviour: contributions must be constructive and polite, not mean-spirited or contributed with the intention of causing trouble.
- No unlawful or objectionable content: unlawful, harassing, defamatory, abusive, threatening, harmful, obscene, profane, sexually oriented, racially offensive or otherwise objectionable material is not acceptable.
- Be patient: users of all ages and abilities may be taking part in the relevant community.
- No spamming or off-topic material: we don’t allow the submission of the same or very similar contributions many times. Please don’t re-submit your contribution to more than one discussion, or contribute off-topic material in subject-specific areas.
- No advertising or promoting.
- No spoilers: material which contains plot developments which haven’t been transmitted on UK television will be deleted unless submitted in a designated ‘spoilers’ area or marked as a ‘spoiler’.
- Contributions containing languages other than English may be removed.
- No impersonation.
- No inappropriate (e.g. vulgar, offensive etc) user names.
- URLs (web site addresses) can only be posted if allowed under any relevant local house rules.
- Deliberate misuse of the complaints facility is not permitted. If you persist in doing this, action may be taken against your account.(ii) Your Account:
- If you use multiple logins for the purpose of disrupting a community or annoying other users you may have action taken against all of your accounts.
- All accounts must be registered with a valid personal email address that you access regularly so that moderation emails can be sent to you. Accounts registered with someone else’s email address, or with temporary email addresses may be closed without notice. We may require users to re-validate their account if we believe they have been using an invalid email address.
- European Medical Media Ltd reserves the right to close accounts if any user is seen to be using proxy IPs (Internet Protocol addresses) in order to attempt to hide the use of multiple accounts, or if an non UK user pretends to be a UK user, or disrupts any of our services in any way.(iii) Safety:
- We advise that you never reveal any personal information about yourself or anyone else (for example: telephone number, postal address, home address or email address or any other details that would allow you to be personally identified) in any European Medical Media Ltd community.(iv) Legal Requirements:
- You may not submit or share any defamatory or illegal material of any nature in the communities. This includes text, graphics, video, programs or audio.
- Contributing material to a community with the intention of committing or promoting an illegal act is strictly prohibited.
- You agree to submit to or share with the communities only contributions which are your own original work. You must not violate, plagiarise, or infringe the rights of European Medical Media Ltd or third parties including copyright, trade mark, trade secrets, privacy, publicity, personal or proprietary rights.(v) If you breach these Community Rules:
- If you fail to abide by these Community Rules (and/or any variations in relevant local house rules) when taking part in the community, you will be sent an email which informs you why your contribution has been refused or edited. This email will also include a warning that continuing to break the rules may result in action being taken against your account or accounts.
- This action may include any content posted by you being checked before allowed to go on the site or a temporary or permanent suspension of your ability to participate in any or all of the community areas.
- If you submit or share offensive or inappropriate content to or with any of the communities or anywhere else on the website or otherwise engage in any disruptive behaviour on the website, and European Medical Media Ltd considers such behaviour to be serious and/or repeated, European Medical Media Ltd may use whatever information that is available to it about you to stop any further such infringements. This may include informing relevant third parties such as your employer or email provider about the infringement(s).
- European Medical Media Ltd reserves the right to delete any contribution, or take action against any account, at any time, for any reason.
Disclaimers and Limitation of Liability
- The majority of content posted in the communities is created by members of the public. The views expressed are theirs and unless specifically stated are not those of European Medical Media Ltd. European Medical Media Ltd are not responsible for any content posted by members of the public on the website or for the availability or content of any third party sites that are accessible through the website. Any links to third party websites from the website do not amount to any endorsement of that site by European Medical Media Ltd and any use of that site by you is at your own risk.
- The website content, including the information, names, images, pictures, logos and icons regarding or relating to European Medical Media Ltd, its products and services (or to third party products and services), is provided “AS IS” and on an “AS AVAILABLE” basis. To the extent permitted by law, European Medical Media Ltd excludes all representations and warranties (whether express or implied by law), including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. European Medical Media Ltd does not guarantee the timeliness, completeness or performance of the website or any of the content. While we try to ensure that all content provided by European Medical Media Ltd is correct at the time of publication no responsibility is accepted by or on behalf of European Medical Media Ltd for any errors, omissions or inaccurate content on the website.
- Nothing in these terms limits or excludes European Medical Media Ltd’s liability for death or personal injury caused by its proven negligence. Subject to the previous sentence, European Medical Media Ltd shall not be liable for any of the following losses or damage (whether such damage or losses were foreseen, foreseeable, known or otherwise): (a) loss of data; (b) loss of revenue or anticipated profits; (c) loss of business; (d) loss of opportunity; (e) loss of goodwill or injury to reputation; (f) losses suffered by third parties; or (g) any indirect, consequential, special or exemplary damages arising from the use of the website regardless of the form of action.
- European Medical Media Ltd do not warrant that functions available on the website will be uninterrupted or error free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs. You acknowledge that it is your responsibility to implement sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.
- If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive and continue to be binding and enforceable.
- The failure or delay of European Medical Media Ltd to exercise or enforce any right in these terms does not waive European Medical Media Ltd’s right to enforce that right.
- These terms shall be governed by and interpreted in accordance with the laws of England and Wales which shall have exclusive jurisdiction over any disputes.
Journal Terms and Conditions of Services
Purpose and understanding
- These Conditions shall apply as between the Company and the Client in respect of the Services provided under the Contract as specified on the Contract or Order Form.
- A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found at the end of these Conditions.
- The Client pursuant to the Contract engages the Company to provide the Services to the Client and the Company agrees to provide the Services for the Term subject to these Conditions with reasonable care and skill.
- All proposals made, quotations given, instructions accepted and contracts entered into by the Company with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Client. Any changes or additions to the Services or these Conditions must be agreed in writing by the Company.
- Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Company with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable the Company to provide the Services in accordance with the Contract and the Conditions. The Client shall ensure the accuracy of all Client Material and clarity of any instructions.
- The Services shall in so far as is reasonably practicable be provided in accordance with the specification (if any) but subject to these Conditions and shall be performed at such times as the Company shall in its sole discretion decide and during its normal business hours (09.00 to 17.00 Monday to Friday) excluding United Kingdom public holidays.
- The Company may at any time without notifying the Client make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
- The Client shall afford to the Company all reasonable co-operation in all matters relating to the performance of the Company’s obligations under the Contract. In particular but without limitation to this Clause, the Client shall:
promptly and fully respond to all communications of the Company relating to the provision of the Services and ensure (if applicable) that appropriate and suitably qualified members of the Client’s staff are at all reasonable times available to liaise with the Company on matters relevant to the provision of the Services;
obtain or assist the Company to obtain at the Client’s cost all necessary licences and consents required or reasonably necessary to enable the Company to properly and lawfully provide the Services to the Client;
provide proper and clear instructions to the Company in respect of its requirements in relation to the Services, the Additional Services or in connection with the Contract;
pay all Charges promptly when due and if not paid on the due date to pay such applicable default interest at the specified rate from time to time in force.
- The Company may elect to suspend the provision of Services if the Client is in breach of the provisions of the Contract and these Conditions and may at its entire discretion first serve notice of its intention to suspend provision of the Services and allow the Client seven (7) days to remedy such breach failing which the Services shall be suspended upon notice without prejudice to the payment obligations and liability of the Client.
Charges and Payment
- Where an order has to be transferred to the next edition of the journal (e.g. for reasons of non-provision of materials by the Client by the scheduled date, when article development and approval time frames jeopardise the publishing schedule), the date of invoice will be the original scheduled date of Publication.
- The Company’s Charges for the relevant Services are due and payable as specified in the Contract, Order Form or any Charges Sheet and will be made promptly in GBP pounds sterling or the currency specified therein.
- All Charges and sums quoted (unless otherwise specified) are exclusive of any VAT, for which (where there is a requirement to charge VAT) the Client shall be additionally liable at the applicable rate from time to time.
- If the Charges are not paid by the due dates, interest shall accrue on the unpaid portion of the Charges at the rate of 2 per cent per annum above the base rate from time to time of LloydsTSB Bank in accordance with the terms of the Late Payment of Commercial Debts (Interest) Act 1998. If any payments remain outstanding for 30 (thirty) days or more, the Client’s access to the Services may be suspended. The Client agrees to pay all fees incurred by the Company in collecting outstanding Charges or sums.
- Subject to any special terms agreed in writing by the parties, the Client shall pay the Charges and any expenses together with such additional sums which are agreed between the Company and the Client for the provision of the Services and any Additional Services or which, in the Company’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
- In the absence of agreement, the Company’s standard charges and rates shall apply. The Company shall be entitled to vary its standard Charges from time to time by giving not less than fourteen (14) days’ written notice to the Client.
- The Client shall reimburse the Company for any copyright permission or licensing fees charged by copyright holders for any materials or elements of text, graphics, photos, designs, trademarks, information or other copyright work required to provide the Service, the copyright of which is not held by the Client.
Authorisation and Materials
- The property, copyright and other intellectual property rights in any of the independent editorial materials commissioned by the Company shall belong to the Company.
- The property, copyright and any other intellectual property rights in any other Company Material shall belong to the Company, subject only to the right of the Client to use the Company Material during the Term.
- The property, copyright and any other intellectual property rights in any Client Material shall belong to the Client.
- The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, information or other copyright work provided to the Company for the Services are owned exclusively by the Client, or that the Client has permission from the rightful owner to use such material, and will indemnify the Company and its sub-contractors from any claim, liability or suit arising from the use of such elements or materials furnished by the Client.
- The Client warrants that any Client Material provided to the Company does not contravene any Law or Act of Parliament, nor in any way is illegal or defamatory or an infringement of either any other party’s rights and/or the British Code of Advertising Practice.
- The Client confirms and authorises the Company to access and use the Client’s data, database and materials in respect of the project and provision of the Services. The Client shall indemnify the Company on a full indemnity basis against any loss, damages, costs, expenses or other claims arising from any infringement resulting from use of the information supplied.
- The Client warrants that any Client Material and its use by the Company for the purpose of providing the Services will not infringe the copyright or other rights of any third party. The Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
The Client is responsible for ensuring that any “Personal Data” (as defined by the Act) it supplies to the Company has been collected within the terms of the Data Protection Act 1998. The Company agrees to process the data in accordance with lawful and reasonable written instructions provided by the Client.
Completion and Acceptance
- The Company and the Client will work together to complete the relevant project in a timely manner. The Company agrees to work expediently to provide the Services on the agreed terms and no later than the agreed date in respect of the Contract. The parties shall agree the relevant sign off and acceptance for the Services in accordance with the Company’s standard procedures. The Company will endeavour to furnish the Client with a proof of copy prior to printing the publication and any amendments of or alterations to such proofs must be returned to the Company by the date of the proof copy. The Company accepts no responsibility for non receipt or non delivery of any material.
- The Client shall be deemed to have accepted the work in relation to the project and/or Services if they have not been rejected on or before the fourteenth (14th) day after completion (where applicable).
- I European Medical Media Ltd endeavours to publish all journals in a timely and scheduled manner. European Medical Media Ltd reserves the right to transfer Orders to subsequent editions of a journal should non-provision of materials, article development and approval timeframes jeopardise the publishing schedule.
- Where an Order has to be transferred to the next edition of the journal (e.g. for reasons of non-provision of materials by the Client by the scheduled date, when article development and approval time frames jeopardise the publishing schedule), the date of settlement will be the original scheduled date of Publication
Intellectual Property Rights
- The independent editorial content commissioned by the Company shall be the sole property of the Company.
- Any product specifically produced by the Company for the Client (including creative designs, copy or artwork, mechanical art, illustrations, photographs, letters, brochures, mailing packages), shall be the sole property of the Client. The Company agrees that such work product may not be provided to a third party without the express written consent of the Client.
- Save as otherwise provided, any intellectual property in any Client database shall belong to the Client, and the intellectual property in any software, specifications, material, procedures, data or intellectual property of the Company used in the preparation of or which is embedded within the material produced by the Company shall remain the property of the Company.
- All confidential information, copyright works, database rights, toolsets, inventions and patent rights and all other intellectual property rights subsisting at the commencement of the Services and which may be utilised by either party in the course of performing the Services or the project shall remain the property of the originating party.
- Notwithstanding any provision to the contrary, nothing in these Conditions or in relation to any project or the provision of Services shall deprive the Company or grant the Client rights to any of the Company’s research, know-how functionality or methodology document, supplementary knowledge and design or technology process including as used by the Company in its general business or for its database management business.
- In the event that new inventions, designs or processes evolve in performance of the Services or as a result of the Contract, the Client acknowledges that the same shall be the property of the Company unless otherwise agreed in writing by the Company.
Limitation of Liability
- The entire liability of the Company to the Client under or in connection with the Contract and these Conditions (whether in respect of the provision of the Services, damages, breach, indemnity or otherwise) shall not in any circumstance exceed the amount of the Charges paid by the Client to the Company for the provision of the Services for the period not exceeding twelve (12) months.
- The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form or any other fault of the Client.
- Except in respect of death or personal injury caused by the Company’s negligence, the Company shall not be liable to the Client by reason of any representation (unless fraudulent), or any term or any duty for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss, loss of goodwill, data and all other such loss (whether or not arising in the normal course of business), or other economic loss or other claims however caused under the Contract or the provision of the Services.
- The Client agrees and acknowledges that the allocation of risk in this clause is fair and reasonable in the circumstances having been taken into account by the Company in setting the level of Charges and agreeing the extent of Services.
Term and Termination
- The Term of the Contract shall be as specified in the Contract or the Order Form by the parties.
- The signed Order Form shall constitute a non-cancellable binding contract.
- In the event that the Client elects to terminate any project or Services prior to completion, the Client agrees to pay the in full the agreed charge for the Service.
- The Contract may be terminated:
by either party immediately if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within twenty one (21) days of a written request to remedy the same;
forthwith by the Company upon notice if the Client fails to make payment of any sums due or Charges pursuant to the Contract or Services on the due date;
forthwith by either party if the other shall convene a meeting of its creditors (or be made bankrupt, if an individual) or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented (and not discharged within fourteen (14) days) or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction);
forthwith by the Company upon notice if any analogous event to the matters set out in the foregoing sub-clause occurs in relation to the Client in its jurisdiction or under applicable law.
- Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
The Company shall not be liable for any default (or deemed to be in breach of contract) by reason of any delay due to any circumstance beyond their reasonable control.
During the Term and for a period of six (6) months thereafter (except with the prior written consent of the Company), the Client shall not induce, solicit or employ (whether as an employee, agent, partner or consultant or any other form of employment or engagement) any employee of the Company directly associated with the Contract and the provision of the Services or other management of the Contract or any significant part of it.
- The parties will each use their reasonable efforts to negotiate in good faith and settle any major or material dispute that may arise out of or relate to the Contract, these Conditions, the Services or any breach of contract. If any such dispute cannot be settled amicably through ordinary negotiations by the respective representatives, the dispute shall be referred to the senior representatives nominated by the managing director of the Company and the Client’s managing director who will meet in good faith in order to try and resolve the dispute.
- If the dispute or difference is not resolved as a result of such meetings either party may (at such meeting or within ten (10) days of its conclusion) propose to the other in writing that structured negotiations be entered into with the assistance of a neutral adviser or mediator (“the Adviser”) before resorting to litigation with costs shared equally.
- If the parties fail to reach agreement in the structured negotiations within twenty one (21) days of the Adviser being appointed, either party may then refer any dispute to litigation.
The parties agree not at any time during or after the Term to divulge or allow to be divulged to any person any Confidential Information relating to the business or affairs of the other party to the Contract except as permitted by law or with the other party’s consent.
- The Company makes no express warranties and specifically disclaims any implied warranties, including any implied warranty of merchantability or fitness for a particular purpose, with respect to the performance of Services under the Contract and these Conditions to the extent permissible by law.
- The Company does not guarantee, and nothing contained in the Contract or these Conditions shall be construed as a guarantee, that the Service performed or to be performed by the Client will achieve any projected level of results.
- Whilst every care is taken to avoid mistakes, the Company cannot accept liability for any errors and/or omissions due to third parties, subcontractors or inaccurate copy instructions.
Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission to the relevant number. Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted two (2) working days (seven (7) working days if prepaid airmail) after posting, and if sent by fax transmission, at the date of transmission.
Acknowledgements and General Matters
- The parties acknowledge that the Services are not fault free and it may be impaired by matters, conditions or circumstances beyond the Company’s control and the Client will be entitled to the quality of Service generally provided by the Company to their customers.
- The Client agrees that (save in respect of statements made fraudulently) it shall have no remedy in respect of any untrue statement upon which it relied in entering the Contract and that its only remedies shall be for breach of contract.
- It is acknowledged that the Company shall not be liable for breach of contract or any other failure or defect in performance of the Services which are performed other than by employees of the Company or performed by the Client or its agents or their employees or by any other third parties.
- If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provisions eliminated.
- The Company may employ sub-contractors for carrying out any part of the Services.
- These Conditions (together with the terms (if any) set out in the Contract, any Order Form or specification and/or Charges Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.
- All other warranties, terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
- In the event of any conflict between the provisions of these Conditions and the Order Form or Charges Sheet, these Conditions shall prevail. In the event of any conflict between the Contract provisions and these Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to the Company’s original intention.
- No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
- The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties and except as otherwise expressly provided or agreed neither party shall have the power to bind the other without the other’s prior written consent.
- The Client shall not assign all or any of its rights or obligations under this Agreement without the written consent of the Company.
- Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart from the Act.
- If any provision of the Contract or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or these Conditions and the remainder of the provision in question shall not be affected.
- The Contract and these Conditions shall be governed by the law of England and Wales, and the Client submits to the exclusive jurisdiction of the courts of England and Wales.
In these Conditions the following words and phrases shall have the following meanings unless the context requires otherwise:
- “Additional Services” any other services other than the Services agreed to be provided by the Company to the Client on agreed terms and set out as such in the Order Form or specification;
- “Charges” the Company’s charges as set out on the Charges Sheet, Order Form or Contract and from time to time for the provision of the Services unless otherwise expressly agreed with the Client;
- “Charges Sheet” the sheet or document setting out the applicable Charges in respect of the Services;
- “Company Material” any Documents or other materials, and any data or other information provided by the Company in connection with or relating to the Services;
- “Client” the person, company, firm or entity being party to the Contract and to whom the Services are provided;
- “Company” European Medical Group Ltd trading as European Medical Media;
- “Confidential Information” all and any information (including information of whatever nature relating to the Company or the Client) as a result of the Contract.
- “Contract” the contract between the Company and the Client (in whatever form) for the provision of the Services to which these Conditions relate (whether appended, incorporated or attached);
- “Client Material” any Documents or other materials, and any data or other information provided by the Client relating to the Services;
- “Documents” includes, in addition to a document in writing, any map, data, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying any other data;
- “Order”/“Services” the services agreed to be provided by the Company to the Client and set out in the Services Sheet or Order Form (and the “Services” shall include the Additional Services where the context admits) and/or Contract;
- “Order Form” the document setting out the Services agreed to be provided under or pursuant to the Contract;
- “Term” the period from the start date to the end date (being and including any minimum or initial period for the provision of the Services) as set out or agreed under the Contract and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions;
- “VAT” value added tax.