Terms and Conditions
Terms & Conditions
Use of this website under the domain name www.thePharmaLetter.com (Website) signifies your full agreement to the terms and conditions below.
Please read these terms carefully before you use the Website.
The Website is operated by The Pharma Letter Limited (Pharma Letter). Pharma Letter is registered in England and Wales under company number 07234765 and has its registered office at Victoria House, 26 Queen Street, Reading, Berkshire RG11TG. Pharma Letter’s main trading address is at 39/43 Putney High Street London SW15 1SP.
Intellectual Property Rights
Pharma Letter is the owner or the licensee of all intellectual property rights in the Website and in the materials published on it. Those works are protected by copyright law and treaties around the world. As such all rights are reserved.
Save as expressly stated in these terms and conditions no material from the Website may be modified, copied, downloaded, uploaded, reproduced, repackaged, republished, transmitted, redistributed, resold or used in any way, either in whole or in any part, without the prior written consent of Pharma Letter, which consent, if given, shall in no way compromise the ownership or licensing rights of Pharma Letter, all of which are left intact and unaltered at all times.
Pharma Letter makes no representations or warranties, and, to the maximum extent permitted by law, accepts no liability of any kind for any loss or damages resulting from the use of this site or any materials contained on it which are provided "as is" and "as available". Pharma Letter makes no representations or warranties that the materials on this site are error-free, or that they are fit for any particular purpose or requirements. Pharma Letter does not warrant the mechanical operation of the Website or any of its contents. No statement on the Website is to be construed as a recommendation to buy or sell assets, or to provide investment advice.
If you or your organisation subscribes to receive certain content from the Website, including without limitation, emails and feeds (XML or other) (Content) you or your organisation, as appropriate, will receive a non-transferable, non-exclusive license to access such Content subject to these terms and conditions. Once a subscriber or any employee of any subscriber has accessed any Content the subscriber is deemed to be aware of, and consents to be bound by these terms and conditions.
License Agreement for the Supply of The Pharma Letter Limited’s Online Information Services
1. AVAILABILITY OF SERVICES
Pharma Letter will use reasonable endeavours to ensure that Content will be made available to subscribers 24 hours per day throughout the subscription period (Normal Service Availability). However Pharma Letter reserves the right to:
1. Vary the Normal Service Availability in any way provided it gives the subscriber 48 hours notice of its intention to do so; and/or
2. Suspend the availability of the Content temporarily in the event of technical difficulties or other circumstances beyond the reasonable control of Pharma Letter. In the event of any such variation or suspension of the provision of Content Pharma Letter will use all reasonable endeavours to resume Normal Service Availability as soon as practicable but shall not be liable for any loss, damage or claim caused by such variation or suspension.
2. AUTHORISED USE OF SERVICES
1. Access to the Content is restricted to the specific named users as identified to Pharma Letter by a subscriber (Named Users). The subscriber will notify Pharma Letter as soon as a Named User no longer requires access, so that a replacement user can be granted access to Content during the term of the subscription period.
2. Where specific IP addresses are authorised to have access, these should be advised to Pharma Letter.
3. Where the subscriber wishes to deliver any Content that it receives to certain users as a feed (XML, or other) the subscriber must obtain Pharma Letter’s written consent prior to such distribution, providing Pharma Letter with details of the users that it wishes to distribute to. The subscriber acknowledges that additional fees may be payable to Pharma Letter in these circumstances.
4. The Subscriber also warrants that:
I. it shall ensure that any user name, password or other identification measure employed to access the Content is not disclosed to any person other than the persons expressly authorised by these terms and conditions to access the same; and
II. all authorised persons will use the Content only in accordance with these terms and conditions; and
III. its information technology systems and paper record systems are secure and not capable of penetration (including by 'hacking' or physically) by unauthorised persons and that all data derived from the Content shall be kept secure; and
IV. it shall comply with all applicable laws and regulations relating to the activities contemplated under these terms and conditions in particular the laws and regulations relating to data protection.; and
V. it shall ensure that no person other than Named Users or other users authorised by Pharma Letter access the Content. In the event of any breach of this warranty then, without prejudice to any other right or remedy that Pharma Letter may have, the Subscriber will pay Pharma Letter such “unauthorised user charges” as referred to in the engagement letter provided by Pharma Letter to the subscriber.
3. OWNERSHIP OF INTELLECTUAL PROPERTY
1. The Subscriber acknowledges that:
1. all Intellectual Property Rights (IPRs) (including, without limitation, all patents, copyrights, rights in software, design rights, trade marks, service marks, trade secrets, know-how, database rights, domain names, and all other intellectual or industrial property rights (whether registered or unregistered)) and all applications for the same, anywhere in the world) in the Content and/or in the Website and/or in the materials contained therein are owned by Pharma Letter;
2. it does not have any IPRs nor any other proprietary interests in the Content and/or in the Website and/or in the materials contained therein; and
3. except as expressly permitted in these terms and conditions, nothing herein shall be taken as conferring by implication, estoppel or otherwise any license or right to use any IPRs in the Content and/or in the Website and/or in the materials contained therein without the prior written approval of Pharma Letter.
2. The Subscriber undertakes not to copy, reproduce, extract or transmit in any form or otherwise deal with in any way, the whole or part of the Content and/or the Website and/or the materials contained therein except as provided in sub-clauses (4) (1) and (2) below.
3. Unless otherwise agreed in writing in advance by Pharma Letter, the Content and/or the Website and/or the materials contained therein (in whole or in part) may not be sold, nor passed on, communicated, or disseminated in any form by a subscriber nor may a subscriber grant access to the same to any third party (including but not limited to clients/potential clients/suppliers/agents/partners in other ventures/accountants/solicitors/bankers/ brokers/licensees or any subsidiary, associated or holding company (whether direct or indirect) of a subscriber.
4. A subscriber may only use the Content for its own business or internal purposes as follows:
1. It may only store material in the memory of, display material upon the monitor of, and use the printing facilities connected to, the PC through which the Content is being accessed in order to download and/or access material. Where a subscriber effectively copies, or has effectively copied, any Content onto a hard disk, file server or equivalent at its own premises for ease of use, reference or any other reason, it is hereby agreeing to limit access to the Named Users only unless otherwise agreed in writing by Pharma Letter, and following payment of additional fees to Pharma Letter.
2. It may distribute copies of Content in paper and/or electronic form so long as all copies made are distributed:
I. within the immediate organisation of the subscriber. The subscriber acknowledges that if it distributes Content to any third party outside of its organisation (including without limitation any subsidiary, associated or holding company of the subscriber) then, without prejudice to any other right or remedy that Pharma Letter may have, the subscriber will indemnify Pharma Letter against all liabilities, costs, expenses, damages and losses arising out of or in connection with any claim brought against Pharma Letter arising from the unauthorised distribution and subscriber shall be liable for a sum equivalent to the loss in sales revenue that Pharma Letter should have received from the recipient of the unauthorised distribution (at the prevailing copy price per whole report or the rate card price for an annual subscription to the relevant database as published from time to time on the Website).
II. The subscriber, (or any subsequent user, whether licensed or unlicensed), will not place financial reliance upon any figure, statement or inference contained within the Website or within any Content without first obtaining the written consent of Pharma Letter. In the event that the subscriber (or any subsequent user, whether licensed or unlicensed) does not follow this procedure, it (or any subsequent user, whether licensed or unlicensed) agrees to fully and effectually indemnify Pharma Letter against any claim brought against Pharma Letter, howsoever arising.
The subscriber undertakes to pay for the supply of the Content for the initial and any subsequent subscription terms in accordance with clause 6, and the subscriber undertakes to settle invoices issued by Pharma Letter in respect of the subscription within 30 days of receipt. Failure to settle in full on these terms will lead to the imposition of interest charges upon the subscriber at 6.5% per annum. Save as expressly provided for in these terms and conditions Pharma Letter will not provide a pro rata refund once a subscription has been made available to the subscriber.
5. LIMITATION ON LIABILITY
1. Except as provided in Clause 5 (2), to the maximum extent permitted by law, all conditions and warranties whether express or implied by statute or otherwise (including but not limited to those as to description, merchantability or fitness for purpose) are excluded from these terms and conditions. In particular while Pharma Letter aims to ensure that material contained within the Content is accurate and complete, Pharma Letter gives no warranty, express or implied, that the material supplied is suitable for any particular purpose, nor that it is complete, correct, or up to date.
2. In the event of an established failure of access to the Content, Pharma Letter’s liability shall be limited to using its reasonable efforts to remedy any deficiencies in the Website, or at its option, to cancelling, crediting or refunding all charges due from the subscriber in respect of any period during which the subscriber has been unable to access Content. To the maximum extent permitted by law the obligation to correct defects or cancel, credit or refund a proportionate part of the charges described above shall constitute the full extent of Pharma Letter’s liability in respect of any loss or damage sustained by a subscriber whether caused by breach of these terms and conditions, misrepresentation, negligence of Pharma Letter (or its employees or agents) or from any other cause, and in particular, Pharma Letter shall not be liable for any consequential, economic or other direct or indirect loss (including but not limited to any damages payable to a third party, loss of profits or wasted resources) suffered by a subscriber, provided that if for any reason this provision is invalid or unenforceable, the maximum aggregate liability of Pharma Letter shall not exceed the total annual subscription charges payable by the subscriber. The foregoing exclusions and limitations of liability shall not apply in the case of death or personal injury or in the case of any other liability that cannot be excluded in law.
6. SUBSCRIPTION PERIOD & TERMINATION:
1. The subscription period shall be for an initial minimum period of 12 months (unless otherwise agreed in writing by Pharma Letter). The subscription may be extended beyond the initial period of 12 months upon written agreement between Pharma Letter and the subscriber.
2. Pharma Letter may terminate its arrangements with any subscriber with immediate effect and without notice, in the event that a subscriber defaults in the performance of any material provision contained in these terms and conditions and (where capable of remedy) such default has not been remedied within 30 days after written notice thereof shall have been given to the defaulting party. Termination of Pharma Letter’s arrangements with a subscriber for any reason shall not affect Pharma Letter’s right to recover any moneys due at the time of termination or to recover damages for any breach of contract before termination.
3. Pharma Letter may terminate its arrangements with any subscriber by giving one weeks’ notice in writing without giving any reason for such termination. In these circumstances Pharma Letter will reimburse the subscriber for any payment the subscriber has already made in respect of the period beyond the date on which its arrangements with Pharma Letter terminate.
To the maximum extent permitted by law the subscriber undertakes to keep confidential and not to disclose to any third party or to use itself, any confidential or secret information in any form directly or indirectly belonging or relating to Pharma Letter or its business affairs, disclosed to or received by the subscriber pursuant to or in the course of its subscription (Confidential Information).
The subscriber undertakes to disclose Pharma Letter’s Confidential Information only to those of its officers, employees, agents and contractors who need to know the same for the purposes contemplated under these terms and conditions.
8. FORCE MAJEURE
No party shall be liable to the other for the delay or non-performance of its obligations under these terms and conditions arising from any cause or causes beyond its reasonable control including without limitation, any of the following: act of God, government act, war, fire, flood, interruption or failure of utility service, including but not limited to electric power, non-performance by suppliers or subcontractors, explosion or civil commotion.
No failure or delay by Pharma Letter to exercise any right or remedy provided under these terms and conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
10. NO ASSIGNMENT
The benefit of the arrangements between Pharma Letter and any subscriber may not be assigned in whole or in part by any subscriber without the prior written consent of Pharma Letter.
11. ENTIRE AGREEMENT
These terms and conditions constitute the whole agreement between Pharma Letter and any subscriber and supersede and replace any prior agreements and arrangements of whatever nature.
If any party of these terms and conditions shall be held unenforceable the rest of the terms and conditions shall nevertheless remain in full force and effect.
13. LAW GOVERNING THE TERMS
These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
The Courts of England and Wales shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of or in connection with these terms and conditions.