Introduction to Terms &amp Conditions

These terms and conditions apply between all Users of this Website and Services (including but not limited to Members), and Simedics, the owner(s) of evid.health. Your agreement to comply with and be bound by these terms and conditions and to grant any and all licences required is deemed to occur upon your acceptance of these terms and conditions prior to your first use of the Services. Additionally these terms and conditions apply to the use of and (where applicable) purchase of Simedics Data Collection Products; Services; and Consultancy, including but not limited to Membership Subscription Packages and Data Collection Services.

Please read these terms and conditions carefully, as they affect your legal rights.

1. Acceptance of Terms &amp Conditions

1.1 THIS IS A LEGALLY BINDING AGREEMENT between SIMEDICS LIMITED, trading as evid.health (Company Number 06687601) with registered office at 7 Wood View, Embsay, Skipton, North Yorkshire, United Kingdom, BD23 6NT (“evid.health,” “we” or “us“), and you. BY SIGNING UP FOR MEMBERSHIP OF EVID.HEALTH OR BY OTHERWISE SIGNING UP OR FOR AN ACCOUNT, OR BY ACCESSING OR USING THE EVID.HEALTH SERVICES (“Services”), YOU AGREE TO BE BOUND BY THESE TERMS OF USE (“Terms”) AND ARE ENTERING INTO A FULLY BINDING AGREEMENT. Please read these Terms carefully, and do not sign up for membership, an account or use the Services if you are unwilling or unable to be bound by these Terms. You and we are collectively referred to as the “Parties.”

1.2 Simedics reserves the right to change these Terms and Conditions without notice, and Users agree to be bound by such changes. It is the responsibility of Users to check these Terms and Conditions regularly for any changes.

1.3 If you are entering into these Terms and Conditions on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. You further warrant that your employer agrees to be bound by these Terms and Conditions.

2. Definitions and Interpretations

2.1 Throughout these Terms and Conditions, the following words will have the following meanings set against them:

“Content” any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website or the Services;
“Member(s)” any individual or company purchasing who have an active Subscription to a Membership Product;
“Membership Product(s)” Services and Content offered to Members in a subscription package upon registering as a Member depending on the specific Membership tier that they have purchased;
“Membership” a Members Subscription package to a Membership Product;
“Privacy Policy” evid.health’s current Privacy Policy as the same may be amended from time to time and currently viewable here: http://evidhealth.com/privacy;
“Services” collectively or individually as appropriate, any product or service provided by Simedics including but not limited to any services listed on the Website, Membership Subscription Package and Other Products;
“User”, “Users”, “you” Any and all persons who access the Site and Services provided by Simedics, including but not limited to Members;

2.2 In these Terms and Conditions, unless the context requires a different interpretation:

2.2.1. the singular includes the plural and vice versa;
2.2.2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of these Terms and Conditions;
2.2.3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
2.2.4. ‘including’ is understood to mean ‘including without limitation’;
2.2.5. reference to any statutory provision includes any modification or amendment of it;
2.2.6. the headings and sub-headings do not form part of these Terms and Conditions.

3. Purpose of Services

3.1 The purpose of the evid.health Services is to collect and store data, and information as it pertains to your health technology and your users, and

3.1.1 to make this information available to you for any legal purpose, including market surveillance, product/solution development, sales &amp marketing and business operations;
3.1.2 to facilitate the sharing of this information among users of the evid.health programme and programme partners and supporters.

3.2 You authorise Simedics to collect information, on your behalf, from users of your product or solution, including: Reviews (HealthTech Review); Client Testimonials; and other Use information. You authorise Simedics to use and disclose the collected information to Users of the evid.health programme and programme partners and supporters, subject to the recipient’s agreement to comply with applicable laws and regulations relating to the use and disclosure of this information.

4. Provision of Services

4.1 Simedics shall use its best and reasonable endeavours to provide the Services on an error-free basis and without interruption.

4.2 Notwithstanding sub-Clause 4.1, Simedics does not provide any guarantee that provision of the Services shall be error-free or without interruption and reserves the right to alter or suspend provision of the Services without prior notice to Users. By accepting these terms and conditions the User acknowledges that the Services may change in form or nature at any time.

4.3 Simedics shall have the right, exercisable at its sole discretion, to terminate provision of the Services without prior notice to Users.

4.4 Notwithstanding Simedics’s right to perform any of the actions detailed in this Clause without prior notice, Simedics shall use its best and reasonable endeavours to provide such notice whenever possible.

5. Access of Services

5.1 The User represents and warrants that they have the authority to enter into the Agreement, to use the Services, and to perform any and all acts as may be necessary under these Terms and Conditions.

5.2 If the User is unable to comply with the requirements of sub-Clause 5.1 they shall be prohibited from using the Services and must not accept these Terms and Conditions.

5.3 In order to use the Services and to submit or create Content, Users are required to create an Account and to submit certain personal details. By accepting these Terms and Conditions the User represents and warrants that:

5.3.1 any information that is submitted is accurate and truthful;
5.3.2 all such information will be kept accurate and up-to-date; and
5.3.3 the means by which they identify themselves does not violate any part of these Terms and Conditions or any applicable laws.

5.4 If the User has reason to believe that their Membership or Account details have been obtained by another without consent, the User should contact Simedics immediately to suspend their Membership and/or Account and cancel any unauthorised orders or payments that may be pending. Users should be aware that orders or payments can only be cancelled up until the point at which the Services are used for the first time through that particular Account. In the event that unauthorised use is made prior to the User notifying Simedics of the unauthorised nature of the order or payment, Simedics will suspend access to the Services and the withdrawal of any scheduled payments pending investigation. Following investigation, it shall be determined whether or not to cancel access to the Services and make a full or partial refund of the payment to the User.

5.5 The terms of sub-Clause 5.4 shall apply notwithstanding any related provisions in Clause 18.

6. Modifications to the Services

Simedics may, either partially or in its entirety and without being obligated to provide prior notice – modify, adapt or change the Service’s features, the user interface and design, the extent and availability of the contents in the Services and any other aspect related to the Services. You will have no claim, complaint or demand against Simedics for applying such changes or for failures incidental to such changes.

7. Membership Subscriptions

7.1 Subscription charges will commence on the date that the User accepts these Terms &amp Conditions. The User will be billed on this date, by credit/debit card, or direct debit, and monthly thereafter.

7.2 The first payment will be at the price advertised on the Website or as agreed by the parties. Simedics reserves the right to change Subscription Fees from time to time and any such changes may affect Users’ subscription rates.

7.3 Increases in price will be reflected in the User’s subscription on the date of the immediately subsequent renewal.

7.4 Decreases in price will be reflected the User’s subscription on the date of the immediately subsequent renewal.

7.5 If a User terminates their Membership or Account they will continue to have access to the Services for the remainder of the prevailing Subscription Period up until the renewal date whereupon access will cease unless the User chooses to pay the Subscription Fee to reactivate their Membership.

8. Use of Services

8.1 Users are permitted to use the Services only in accordance with:

8.1.1 these terms and conditions; and
8.1.2 any relevant law, regulation or other applicable instrument in their particular jurisdiction.

8.2 Subject to any express agreement to the contrary, Users may only access the Services through the normal means provided by Simedics. Users shall not attempt to download, convert or otherwise reverse-engineer any part of the Services.

8.3 The restrictions set out in sub-Clause 8.2 shall not apply to Content submitted or created by a particular User where that User is downloading their Content, nor to any other Content that a User may have permission to access.

8.4 Users may not engage in any conduct that may disrupt provision of the Services by Simedics.

8.5 Subject to any express agreement to the contrary, Users may not reproduce, copy, duplicate, trade or resell the Services.

8.6 Users’ rights to use the Services are non-exclusive, non-transferrable and fully revocable at Simedics’ discretion.

9. Intellectual Property

9.1 Subject to the exceptions in Clause 10 of these Terms and Conditions, all Content included on the Website, unless submitted or created by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Simedics, our affiliates or other relevant third parties. By accepting these terms and conditions the User acknowledges that such material is protected by applicable United Kingdom and International intellectual property and other laws.

9.2 Subject to Clause 12 Users may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given express written permission to do so by Simedics.

10. Third Party Intellectual Property

Where expressly indicated, certain Content, such as advertising material, and the Intellectual Property Rights subsisting therein belongs to other parties. This Content, unless expressly stated to be so, is not covered by any permission granted by Clause 9 of these Terms and Conditions to use Content from the Web Site. The exceptions in Clause 12 continue to apply. Any such Content will be accompanied by a notice providing the contact details of the owner and any separate use policy that may be relevant.

11. User Content Intellectual Property

11.1 When using the Services to create Content, Users should do so in accordance with the following rules:

11.1.1 Users must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory or fraudulent;
11.1.2 Users must not submit Content that is intended to promote or incite violence;
11.1.3 Users must not submit Content that may contain viruses or any other software or instructions that may damage or disrupt other software, computer hardware or communications networks;
11.1.4 Users must not post links to other websites containing any of the above types of Content;
11.1.5 Users must not impersonate other people, particularly employees and representatives of Simedics or our affiliates;
11.1.6 Users must not use the Services for unauthorised mass-communication such as “spam” or “junk mail”.

11.2 Simedics has the right, but not the obligation to pre or post-screen Content submitted or created by Users and may flag or filter any Content that it deems appropriate.

11.3 If any Content is found to be in breach of these terms and conditions, Simedics reserves the right to remove it without notice and may, at its sole discretion, terminate the responsible User’s access to the Services.

11.4 Users acknowledge that they may be exposed to Content that they may find offensive. If a User believes that such Content is in violation of these terms and conditions, it should be reported to Simedics by email at info@evidhealth.com.

11.5 Users are solely responsible for any and all Content that they submit or create. Simedics does not endorse, support, represent or otherwise guarantee the accuracy or reliability of such Content.

11.6 Subject to sub-Clause 11.4, Users use the Services at their own risk.

11.7 By submitting or creating Content Users warrant and represent that they are the author of such Content and / or that they have acquired all of the appropriate rights and / or permissions to use the Content in this fashion. Simedics accepts no responsibility or liability for any infringement of third party rights by such Content.

11.8 By accepting these Terms and Conditions, the User grants a non-exclusive, worldwide, perpetual licence to Simedics to copy, distribute, transmit, publicly display, publicly perform, transmit and reformat all Content for the purpose of providing the Services.

11.9 The User represents and warrants that they have all necessary rights, power and authority to grant the licence described in sub-Clause 11.8.

12. Fair Use of Intellectual Property

Content may be copied, transmitted, performed, adapted or otherwise re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 or other relevant legislation apply.

13. Links to Other Websites

This Website may provide links to other websites as part of the Services. Unless expressly stated, such websites are not under the control of Simedics or that of our affiliates. Simedics assumes no responsibility for the content of the websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another website on this Website does not imply any endorsement of that website or of those in control of it.

14. Privacy

Use of the Website and the Services is also governed by Simedics’ evid.health Privacy Policy which is incorporated into these Terms and Conditions by this reference. The Privacy Policy is available at evidhealth.com/privacy

15. Disclaimer of Warranties

15.1 Simedics makes no warranty or representation that the Website or the Services will meet Users’ requirements, that they will be of satisfactory quality, that they will be fit for a particular purpose, that they will not infringe the rights of third parties, that they will be compatible with all systems, or that they will be secure.

15.2 Simedics shall use its best and reasonable endeavours to ensure that all information provided on the Website and the Services is accurate and up to date, however Simedics makes no warranty or representation that this will always be the case. Simedics makes no guarantee of any specific results from the use of the Website or the Services.

15.3 No part of the Website or the Services is intended to constitute advice and the Content of the Website and the Services should not be relied upon when making any decisions or taking any action of any kind.

15.4 Simedics makes no representation or warranty that the Website or the Services or any Content therein is suitable for use in commercial situations or that it constitutes accurate data and / or advice on which business decisions can be based.

15.5 Whilst every effort has been made to ensure that all descriptions of Services available from Simedics correspond to the actual services available, Simedics is not responsible for any variations from these descriptions.

16. Availability of the Website and the Services

16.1 The Website and the Services are provided “as is” and on an “as available” basis. Simedics gives no warranty that the Website or the Services will be free of defects and / or faults. To the maximum extent permitted by law Simedics provides no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

16.2 Simedics accepts no liability for any disruption or non-availability of the Website or the Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.

17. Limitation of Liability

17.1 Simedic’s liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising out of our breach of these terms and conditions shall be limited to the value of the User’s subscription prevailing at the relevant time. For all other direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website, the Services or any information contained therein, to the maximum extent permitted by law, Simedics accepts no liability. Users should be aware that they use the Website, the Services and all relevant Content at their own risk.

17.2 Nothing in these Terms and Conditions excludes or restricts Simedics’ liability for death or personal injury resulting from any negligence or fraud on the part of Simedics.

18. Term and Termination

18.1 The term of the Agreement shall commence upon the User’s acceptance of these Terms and Conditions and shall continue until terminated either by the User or by Simedics in accordance with this Clause 18.

18.2 If a User wishes to terminate the Agreement they may do so by:

18.2.1 Informing Simedics by email at info@evidhealth.com that they wish to terminate this Agreement; [and / or]
18.2.2 Informing Simedics by writing that they wish to terminate this Agreement.

18.3 Simedics reserves the right to terminate the Agreement, a User’s Membership, Account and a User’s access to the Services at any time for the following reasons:

18.3.1 The User has committed a material breach of these terms and conditions, unless such breach is capable of remedy, in which case the right to terminate immediately will be exercisable if the User fails to remedy the breach within 14 days after a written notice to do so;
18.3.2 The User has indicated, expressly or impliedly, that they do not intend to or are unable to comply with these terms and conditions;
18.3.3 Simedics is required to do so by law;
18.3.4 It has become, in the opinion of Simedics, its affiliates or advisers, no longer commercially viable to continue providing the Services;
18.3.5 Simedics is no longer providing the Services in the User’s country of residence;

18.4 If Simedics terminates a User’s Membership and Account as a result of the User’s breach of these Terms and Conditions the User will not be entitled to any refund.

18.5 If Simedics terminates a User’s Account or Membership for any other reason, the User will be refunded any remaining balance of their Membership Subscription Fee. Such a refund will be calculated based upon the fee being divided by the number of days in the applicable Membership Subscription Period and multiplied by the number of days remaining until the end of the Membership Subscription Period.

18.6 In the event that Simedics terminates a User’s Account or Membership, the User will cease to have access to the Services from the date of termination.

18.7 If the User terminates their Account or Membership, they will continue to have access to the Services for the remainder of the prevailing Membership Subscription Period, termination becoming effective at the end of that Subscription Period.

18.8 In the event that the Agreement is terminated, the User’s Membership and Account access will be revoked and their access to the Services suspended in accordance with sub-Clauses 18.6 and 18.7. Any Content that the User has submitted or created will become inaccessible to all Users from the date on which the Services become inaccessible, however copies may be retained by Simedics as part of standard backup procedures. Where Content forms part of an existing database or service offered by Simedics then that data may still be made available at the discretion of Simedics.

18.9 Upon termination of the Agreement, the User shall cease to be bound by all obligations set out in these Terms and Conditions with the exception of those expressly stated to survive the termination of the Agreement.

19. No Waiver

In the event that either the User or Simedics fails to exercise any right or remedy contained in these Terms and Conditions, this shall not be construed as a waiver of that right or remedy.

20. Assignment

Users may not assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of Simedics, such consent not to be unreasonably withheld.

21. Severance

Whilst every effort has been made to ensure that these terms and conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these Terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining terms and conditions. This Term shall apply only within jurisdictions where a particular term is illegal.

22. Entire Agreement

These Terms and Conditions embody and set forth the entire Agreement and understanding between the Parties and supersede all prior oral or written agreements, understandings or arrangements relating to the subject matter of the Agreement. Neither the User nor Simedics shall be entitled to rely on any agreement, understanding or arrangement not expressly set forth in these Terms and Conditions, save for any representation made fraudulently.

23. Notices

All notices / communications shall be sent to and by Simedics either by post to our premises (evid.health, Simedics Limited, 7 Wood View, Embsay, Skipton, North Yorkshire, BD23 6NT) or by email to info@evidhealth.com. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.

24. Law and Jurisdiction

24.1 These Terms and Conditions, the Agreement and all other aspects of the relationship between the User and Simedics shall be governed by and construed in accordance with the Laws of England and Wales. 24.2 Any dispute between the User and Simedics relating to these terms and conditions, the Agreement and all other aspects of the relationship shall fall within the exclusive jurisdiction of the courts of England and Wales.