Terms and Conditions of Use
We’re thrilled you’re using our website.
We want you to enjoy using it, but there are certain terms and conditions relating to your use. We’ve set them out in these terms, so please have a read before use.
If you have any questions relating to these terms, you can contact us at email@example.com. We’d love to hear from you.
- THE TERMS AND INTERPRETATION
1.1. These terms (“Terms”) form a binding legal agreement (“Agreement”) between you (“you”, “your”) and Medicinall Limited, a company registered in Northern Ireland, with registered address at 99 Ballyclogh Road, Bushmills, BT57 8XA, and company no. NI648511 (“we”, “us”, “our”) and set out how you may use our online platform and any associated applications provided by us under the trading names ‘Medicinall’ and ‘MedAll’ (any such software, “Medicinall”, “MedAll”).
1.2. In these Terms: references to clauses (unless otherwise provided) are references of the clauses of this Agreement; words in the singular include the plural and in the plural include the singular; a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and references to “including” and “include(s)” shall be deemed to mean respectively, “including without limitation” and “include(s) without limitation”.
- ACCEPTING THE TERMS
2.1. In order to make use of MedAll you must first agree to be bound by these Terms. You can do this by using or accessing MedAll or by signifying your consent to this Agreement where the option is made available to you.
2.2. You agree that we may modify these Terms from time to time without notice to you. We recommend that you review these Terms on a regular basis. You understand and agree that any use by you of MedAll following notification to you, will be deemed acceptance of such changes.
2.3. You represent and warrant to us that:
2.3.1. any and all User Details provided by you are true, accurate and complete;
2.3.2. any skills, experience and competences published on your User Account are up to date and any limitations on your ability to practise medicine are clearly presented;
2.3.3. you have all the necessary consents and/or authority to provide us with the User Details for use in accordance with these Terms.
2.4. You undertake to notify us immediately of any changes to any User Details, and in particular you shall notify us immediately if you are struck off any medical register and/or if any limitations are placed on your ability to practice medicine.
2.5. You agree not to:
2.5.1. use anyone else’s details on MedAll;
2.5.2. impersonate any other person or entity or use a false name or any name other than your name as given on the GMC register; and/or
2.5.3. change, shorten or amend the name on your User Account unless your name has been so changed on the GMC Register.
2.6. You agree and understand that you are responsible for maintaining the confidentiality of any passwords associated with your User Account. Accordingly, you agree that you are solely responsible to us for all activities that occur under your User Account, as determined, noted, or recorded by us. Such determination, notation and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein to which they attest.
2.7. You grant us the right to access your User Account for the purposes of providing MedAll, monitoring, improvement or upgrade.
2.8. If you become aware of any unauthorised use of your password or your User Account, you agree to notify us immediately at: firstname.lastname@example.org
- USE OF MEDALL BY YOU
3.1. You agree not to access (or attempt to access) any part of MedAll by any means other than through the interface provided by us. You specifically agree not to access (or attempt to access) any part of MedAll through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of MedAll without prior written consent from us; (c) interfere or attempt to interfere with the proper working of MedAll or any activities conducted via MedAll; (d) bypass any measures we may use to prevent or restrict access to MedAll; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in MedAll. You agree that you will not engage in any activity that interferes with or disrupts MedAll or the servers and networks that are connected to MedAll.
- USER CONTENT
4.1. You may not upload, store or transmit via MedAll any content (which term shall include text, images, media files or content displayed in any other format) that threatens, bullies or humiliates any other person; that is harmful, threatening, abusive, vulgar, harassing, defamatory, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; that is obscene or pornographic or would be deemed inappropriate for anyone aged 18 or under; that contains malware, viruses, spyware, adware, worms, Trojans or other malicious software; that is illegal or violates any export controls; that is fraudulent or deceptive or misleading; that depicts violence against people or property; that promotes or depicts racism, bigotry or hatred toward any individual or group; and/or that includes any requests for payment information on landing pages or lead capture; and/or any material sent from an anonymous, false or unmonitored address.
4.2. While we want MedAll to be a safe place for our users, we cannot accept responsibility to you and/or anyone else, for any third party content uploaded on to or made accessible via MedAll. As such, you acknowledge and agree that:
4.2.1. we have no duty to moderate any content accessible via MedAll and that you are solely responsible for any content which you (or any third party) upload, transmit and/or store using MedAll;
4.2.2. any use by you of or reliance upon any content accessible via MedAll is at your sole risk. We do not endorse any promotions, products, services or campaigns which may be published or sent via MedAll nor do we endorse or make any representations or guarantees in respect of any research, adverts or other materials regarding medication, treatment(s) or therapies. It is your responsibility to check the strengths and risks associated with any treatment, medication or therapies against the regulatory authority’s recommendations and guidelines in the region of country in which you practice or study medicine; and
4.2.3. we reserve the right to remove or edit any content, without notice and at our sole discretion, if we determine that it is not in compliance with this Agreement or is notified to us as objectionable by a third party, and to provide your IP address and other identifying information to law enforcement authorities, where appropriate, and take any and all other legal action at our disposal if we believe you have breached this Agreement.
4.3. As between you and us, you retain ownership of any content which you upload onto or transmit via MedAll (any such content, “Your Content”). By uploading on to or transmitting Your Content via MedAll:
4.3.1. you hereby grant us (and our employees, agents and sub-contractors) a world-wide, royalty-free, non-exclusive, sub-licensable and transferable licence to use Your Content for the purposes of providing our services;
4.3.2. you represent and warrant that:
18.104.22.168. you have the rights, power and authority necessary to grant the licence at clause 5.3.1 above;
22.214.171.124. you have the lawful right to upload (whether such content is shared or just stored privately on your User Account), reproduce, distribute and store Your Content, including the necessary consents which may be required in order to lawfully share, copy or transmit a third party journal or article which may be protected by copyright (as well as other moral rights);
126.96.36.199. the uploading (whether such content is shared or just stored privately on your User Account), reproduction and/or distribution of Your Content will not breach any obligations of confidentiality whether to a patient, your employer, your colleague or any other third party;
188.8.131.52. the uploading (whether such content is shared or just stored privately on your User Account), reproduction and/or distribution of Your Content will not constitute or encourage a criminal offence or violate the rights of any party or otherwise create liability or violate any relevant local, national or international law; and
184.108.40.206. Your Content complies with the restrictions set out in this clause 5.
5.5. Notwithstanding any other provision herein, we may retain and use at our discretion for our own business purposes, statistical data collected from or in connection with your use of MedAll , provided that it does not contain any Personal Data.
- PERSONAL DATA
5.1. In order to set up a User Account and in your use of MedAll, you are likely to upload on to, and/or publish via, MedAll, “Personal Data” (which for the purposes of these Terms shall mean both “personal data” and “special categories of personal data” as each are defined in the General Data Protection Regulation 2016/679 (“GDPR)).
5.3. By using MedAll, you may receive or have access to Personal Data relating to other users of MedAll. You agree only to use any such Personal Data in accordance with the GDPR and/or any other relevant legislation and to indemnify us if we suffer any loss or damage or incur any costs or expenses defending any claim relating to a breach of this clause 6.3 by you.
- THIRD PARTY CONTENT
6.1. We do not endorse any Third Party Content, nor do we moderate any Third Party Content. Any use of or reliance upon such Third Party Content is at your sole risk. You expressly understand and agree that we do not make any express or implied representations or warranties to you in relation to any such Third Party Content, including fitness for purpose, infringement or merchantability, nor do we endorse or make any representations or guarantees in respect of any research, adverts or other materials regarding medication, treatment(s) or therapies. It is your responsibility to check the strengths and risks associated with any treatment, medication or therapies against the regulatory authority’s recommendations and guidelines in the region of country in which you practice or study medicine.
- INTELLECTUAL PROPERTY
7.1. You acknowledge that we own or licence all legal rights, title and interest in and to MedAll including any intellectual property rights which subsist therein which we may send to you from time to time (whether those rights happen to be registered or not, and wherever in the world those right may exist) and that all intellectual property rights in MedAll (including source code in the software) belong to and shall remain vested in us (or where relevant our licensors). Nothing in this Agreement shall confer on you any right, title or interest in any intellectual property rights (except the rights of use set out in this Agreement).
7.2. You agree not to use any of the trademarks, trade names, service marks, copyrights, logos, domain names, and/or other distinctive brand features displayed in MedAll belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within MedAll.
7.3. In the event that your use of MedAll if used in accordance with this Agreement, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify MedAll so that it is no longer infringing or obtain for you the right to continue using MedAll. This therefore constitutes your sole remedy in relation to any claim of infringement in respect of MedAll.
7.4. For the purposes of this clause 8, any reference to “MedAll” shall include any content in any emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.
- CONFIDENTIALITY AND COLLABORATION
8.1. You acknowledge and agree that it is up to you to ensure that you do not use MedAll to disclose any information which you want to protect. We offer no guarantee and make no representations that other users will comply with clause 9.2 and you will not be able to rely on it if you want to take a claim against them. DISCLOSURE OF ANY INFORMATION BY YOU TO ANY OTHER USERS IS AT YOUR SOLE RISK AND YOU SHOULD CONSIDER WHETHER TO TAKE PROTECTIVE STEPS BEFORE DISCLOSING ANY INFORMATION WHICH MAY BE DAMAGING IF PUBLICISED OR MAY HAVE A COMMERCIAL VALUE WHICH YOU WANT TO EXPLOIT.
9.1. We may at any time disable your User Account, and/or terminate this Agreement, at our sole discretion, and with you with no liability to you, if:
9.1.1. you materially breach any provision of this Agreement (or act in a manner which we believe shows that you do not intend to, or are unable to comply with this Agreement) For the avoidance of the doubt (and without limiting the generality of the foregoing), any breach of clauses 3.3, 3.4, 3.5, 4.2, 5, 6.2, 8.2, 9.2 and 10 shall be deemed to be a material breach of this Agreement;
9.1.2. you cease to comply with the eligibility criteria; and/or
9.1.3. we have received a complaint or complaints from any user in respect of your actions, User Details and/or use of MedAll which we believe is or could be damaging to us.
9.2. Either party may terminate this Agreement at any time with notice in writing to the other.
9.3. On termination of this Agreement, the following clauses shall apply:
9.3.1. the licence granted under clause 4.1 shall immediately terminate;
9.3.2. we reserve the right to promptly delete your User Account along with any content stored therein
9.3.3. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and in particular the provisions of clauses 4.2, 5, 6, 7, 8, 9 and 10 shall survive termination of this Agreement; and
9.3.4. we reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any Personal Data or such information as we have received from you without regards as to time or duration, as is strictly necessary to comply with our legal obligations, resolve disputes and enforce agreements.
- LIMITATION OF LIABILITY AND INDEMNITY
10.1. Nothing in this Agreement, including this clause 12 shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.
10.2. There are some laws which automatically imply warranties and representations in respect of the provision of goods or services. For the purposes of clarity, we think it is important to have all terms expressly set out herein. As such, in respect of your use of MedAll, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Agreement (including implied warranties and conditions of or merchantability, fitness for a particular purpose and non-infringement) and no advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from your use of MedAll shall create any warranty not expressly stated in this Agreement.
10.3. While we will try to ensure that MedAll is available to you, you expressly understand that some of the functions of MedAll rely on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of MedAll is ‘as is’ and ‘as available’. In particular, we do not represent or warrant to you that:
10.3.1. your use of MedAll (including such use in conjunction with any other software) will meet your requirements, or that your use of MedAll will be uninterrupted, timely, secure or free from error defects in the operation or functionality of MedAll;
10.3.2. defects in the operation or functionality of MedAll will be corrected, rectified or remedied; and/or
10.3.3. any information obtained by you as a result of your use of MedAll will be accurate or reliable.
10.4. Any material downloaded or otherwise obtained from or accessed through your use of MedAll is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.
10.5. You expressly understand and agree that we and our licensors shall not be liable to you for:
10.5.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of MedAll and/or its non-availability;
10.5.2. loss of profit, business revenue, goodwill and anticipated savings;
10.5.3. any trading or other losses which you may incur as a result of or reliance upon any content on MedAll;
10.5.4. the deletion of, corruption of, or failure to store any content and other data maintained or transmitted by or through your use of MedAll; and/or
10.5.5. any effect which the use of MedAll may have on any software you use.
10.6. Subject to clause 10.1 above, our aggregate liability to you in respect of any loss or damage suffered by you and arising out of or in connection with the use of MedAll by you or any third party shall not exceed any amounts paid by you to us in the 12 months preceding the date of your claim.
10.7. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of MedAll; that we cannot adequately insure its potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 10 are reasonable. You also undertake at all times to mitigate any such damage or loss.
10.8. You agree to indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and all other professional costs and expenses (calculated on a full indemnity basis) suffered or incurred by us, arising out of any third party claims against us which arise in connection with a breach of this agreement by you.
10.9. For the purposes of this clause 10, any reference to “MedAll” shall include any content in any emails and/or other correspondence (or attachments thereto) which you may receive from us from time to time.
11.1. You shall not assign, transfer or sub-license any of your rights or obligations under this Agreement, other than as expressly provided for in this Agreement. We may at any time assign all or any of our rights and transfer all or any of our obligations under this Agreement.
11.2. Failure or neglect by us to enforce any of the provisions of this Agreement at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of this Agreement, nor prejudice our rights to take subsequent action.
11.3. We shall not be liable to you in the event that we are unable to perform any of our obligations under this Agreement owing to circumstances beyond our reasonable control, including acts of god, governmental actions, an outbreak of hostilities (whether war is declared or not), or in the event of a national emergency or terrorist intervention.
11.4. If any part of any provisions of this Agreement shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of this Agreement shall continue to be valid and enforceable to the fullest extent permitted by law.
11.5. This Agreement represents the entire agreement between you and us in relation to the subject matter of this Agreement and neither you nor us has relied upon any statement or representation made by the other in agreeing to enter this Agreement.
- LAW AND JURISDICTION
12.1. This Agreement shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with this Agreement.