Pharma Lessons Ltd
1. Definitions
Agreement: The terms and conditions set out in this document and any variations agreed between us
Authorised Users : in relation to Licence(s), the agreed users and being any employee, consultant, contractor or officer of yours
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 5
Materials, License: materials and courses provided by us to you under this Agreement.
Materials Fee: the fee payable for access to the materials under this Agreement
Software: The software or any hardware provided by us or by our suppliers which enables you to access the Materials, including data schemas, data models, databases and the like.
Licence Period : the period in respect of which a Licence Fee is payable for any Licence(s) granted under this Agreement.
Start Date : The date the Licence Period starts
Subscriber Data: The data input by you (and anyone authorised by you) for use in conjunction with the Materials
Us, we, or our: Pharma Lessons Ltd incorporated and registered in Bulgaria with company number 203016816 whose registered office is at 17 Spatnik str, ap.3, Sofia, 1574
Customer, You or your: The party entering into this Agreement with us by accepting these terms. Where the context so requires, you or your includes your Authorised User
2. Services
2.1 Permitted Uses. For purposes of this Agreement, the "Services" consist of providing You with access to the Pharma Lessons Ltd. interactive course(s) in which you have enrolled for a period of 1 year, starting with the date you have paid for (excluding the free courses) and is enrolled in a Pharma Lessons Ltd. such course.
2.2 As part of the Services, CUSTOMER has a nonexclusive, nontransferable right (a) to access the Course(s) during periods when it is available, (b) to view individual screens of text, images, graphics, illustrations, photographs and the video components that make up the Course, and to listen to its audio components, (c) to operate the viewing controls for the Course that Pharma Lessons Ltd. has provided for CUSTOMER’s use, (d) to take the assessment test offered as part of the Course, and (e) to print the printable file(s) that Pharma Lessons Ltd. has made available for this purpose as part of the Course.
2.3 You may use the Services solely for your noncommercial purposes relating to your personal or professional education. In furtherance of these permitted purposes, you may make a single copy of the individual screens for your personal reference or as your study aid, provided that you do not modify the screen image in any way.
2.4 The rights described in this Section 2 relating to the Services are the exclusive rights granted to you under this Agreement.
3. Your Obligations
3.1 You will take reasonable steps to ensure that Authorised Users comply with the terms of use of in this Agreement and you acknowledge that you will be liable for any loss, damages, costs or other liability we incur as a result of a breach of this Agreement by any Authorised User.
3.2 You will take reasonable steps to ensure that Authorised Users do not:
3.2.1 copy, print, modify, sell, distribute, transfer, commercially exploit or otherwise reproduce any Material nor any material relating to part of the Software, except as permitted under this Agreement or authorised by us in writing;
3.2.2 create a database in electronic structured manual form by downloading and storing any of the content from such Materials;
3.2.3 make any part of the Materials or of the Software available to anyone, except as permitted under this Agreement or authorised by us in writing;
3.2.4 purport to assign, transfer or sublicense or otherwise dispose of your rights under this Agreement. We shall be entitled to assign or transfer this Agreement to any third party including our associated or affiliated companies; and
3.3 You will take reasonable steps to ensure that nobody other than Authorised Users accesses the Materials or Software (whether in hard copy or other electronic format and regardless of the means of access or delivery). Without prejudice to any right or remedy available, we have the right to disable any user identification or password at any time, if in our reasonable opinion an Authorised User has failed to comply with this clause 3.3.
3.4 You acknowledge and agree that we and our licensors own all intellectual property rights in the Software and Materials. Except as expressly stated in this Agreement, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software and Materials, or any related documentation.
3.5 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
3.6 You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and all costs arising out of or in connection with your misuse of the Software or Materials.
3.7 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements. You are responsible therefore for configuring your information technology, computer software and platform in order to access the Materials
3.8 You will take reasonable steps to ensure that the details of Authorised Users are maintained and updated accordingly. 3.8 By submitting any individual’s personal information to us, you agree, and confirm your authority from such other individual, to our collection, use and disclosure of such personal information to the extent reasonably necessary for us, our affiliates, service providers, agents and successors to provide the Materials and Software to the Authorised Users.
4. OUR OBLIGATIONS
4.1 We reserve the right any time to withdraw any of the Materials if we cease to publish or cease to have the right to publish the relevant Materials or if the same are the subject to libel or copyright or other third party right infringement allegation and we consider that withdrawal is advisable in the circumstance.
4.2 We will use our best endeavours to ensure that Subscriber Data is maintained securely and is properly backed-up. In the event of any loss or damage to Subscriber Data, your sole and exclusive remedy shall be that we use our best endeavours to restore the lost or damaged Subscriber Data from the latest back up of such Subscriber Data. We shall not be responsible for any loss, destruction, alteration or disclosure of Subscriber Data caused by any third party.
4.3 We will use our best endeavours to ensure that the Software operates continuously and that access to our website is not interrupted by any event within our control. We will notify you in advance of planned downtime for the purposes of maintenance or upgrade and will use our reasonable endeavours to minimise this period.
5. CONFIDENTIALITY
5.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential information shall not be deemed to include information that:
5.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
5.1.2 was in the other party's lawful possession before the disclosure;
5.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
5.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
5.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
5.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
5.3 Each party shall use its best endeavours to ensure that the other's Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.
5.4 You acknowledge that our Confidential Information includes the Software and Materials.
5.5 We acknowledge that the Subscriber Data is your Confidential Information.
5.6 This clause shall survive termination of this Agreement, however arising.
6. No Professional Advice Provided.
6.1 Pharma Lessons Ltd. provides the Course and the Services for educational purposes. They do not provide any form of professional advice and may not be relied upon for such purposes.
7. DISCLAIMER
7.1 We are entitled, in our absolute discretion, to refuse any purchase of any Licence(s).
7.2 We give you no warranty or assurance, except as set out in clause 4 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
7.3 Our policy is to conduct our business at all times in a professional manner and to best practice standards. We use our best endeavours to maintain Material up to date and to develop our Software to meet customers’ needs. However, we cannot guarantee the accuracy of any information or content of the Materials. We do not accept any responsibility or liability for any loss or damage whatsoever sustained by you as a result of using or relying on any information and content of the Materials or arising under or in relation to this Agreement.
7.4 You acknowledge and agree that, if and to the extent that the Materials contain or include any opinion, analysis, prediction or assessment of any facts or circumstances (‘Opinions’), such Opinions represent our subjective views based on the facts or information available or circumstances known to us at the relevant time and/or may change. You will use your own skill and judgement and will form your own opinions and views regarding the Materials and/or Opinions and will not rely upon the same as a substitute for your own assessment, judgement or opinion or as a means of reaching your own decision.
7.5 We give you no warranty or assurance that the Software and our means of delivery is compatible with your software or computer configuration.
7.6 The services and materials are provided as “is” and without warranty of any kind. Without limitation, Pharma Lessons Ltd does not warrant that the information provided as part of the materials will be accurate or error-free, that the services will be provided without interruption or that all features will be available at all times.
7.7 We do not warrant that the materials or software will be free from viruses, Trojan horses, worms or other harmful computer code.
7.8 We reserve the right to update, change, correct, or alter any aspect of the Software including varying the technical specification at our discretion.
8. LIABILITY
8.1 We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising; and
8.2 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the sum paid by you for the Licence(s) in the year in which the claim arose. You acknowledge that this limitation is reasonable.
8.3 Under this clause, ‘our liability’ includes that of any company in our group and our and their respective agents, employees, contributors and consultants and sub-contractors, ‘You’ includes any other party claiming through You.
8.4 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement or from carrying on business by acts, events, omissions or accidents beyond our reasonable control, including without limitation default of sub-contractors, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or communications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
9. TERMINATION
9.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
9.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;
9.1.2 the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement);
9.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
9.1.5 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
9.1.6 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
9.1.7 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9.1.8 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1.3 to clause 9.1.7 (inclusive);
9.1.9 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; and
9.1.10 you become a direct competitor to us or you sell, provide, disclose or transmit any of the Materials to any of our direct or indirect competitors.
9.2 If we are in material breach as a result of circumstances within our control, you will be entitled to pro-rata return of the Materials Fee.
9.3 Notwithstanding clause 9.2, if payment of the Materials Fee is not made in full by the due date(s), without prejudice to any rights or remedies otherwise available, we reserve the right to:
9.3.1 charge interest on the outstanding balance of all overdue sums at the rate of 3% per annum above the current base rate at Barclays Bank or the maximum interest rate permitted by law, whichever is the greater; and
9.3.2 suspend or withdraw access to the Software and Materials.
9.4 On termination of this Agreement for any reason:
9.4.1 all rights and licences granted under the Agreement shall immediately terminate;
9.4.2 you shall as soon as reasonably practicable permanently delete or destroy all Materials, data, information, Software, and other materials (excluding personal certificates) provided to you in connection with this Agreement including all materials containing our Confidential Information.
9.4.3 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
9.4.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
10. Miscellaneous
10.1 This Agreement is the complete and exclusive statement of the agreement between the Pharma Lessons Ltd. and CUSTOMER relating to the Services and supersedes all prior written and oral communications and agreements relating thereto.
10.2 This Agreement may only be modified as specified by Pharma Lessons Ltd. in writing.
10.3 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
10.4 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Bulgaria.
10.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
10.6 This Agreement is not intended to benefit anyone other than the parties to it .
10.7 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.