iOPharma™ User Agreement for use of the Site and Online Transactions
Welcome to iOPharma™, the web-based transaction, information and community portal of the global pharmaceutical industry.
1. Definitions and Interpretation
For the purposes of this User Agreement the following terms shall have the following meanings:
“Application Form” means a User’s application for subscription to the Site and/or to use any of the Services offered through the Site. An Application Form must be completed and submitted to the Company in the manner prescribed by the Company from time to time.
“Company” or “us” or “we” means Industry Online Limited (a company registered in the United Kingdom under number 7135218, whose registered office is at The Institute of Life Science, Singleton Park, Swansea SA2 8PP, United Kingdom).
“Online Transaction” means a transaction for the sale and purchase of pharmaceutical goods which has been initiated and concluded between Users through the Site.
“Services” means those services offered by the Company to Users through the Site from time to time, including, but not limited to:
- the user interface that enables Users to make enquiries, initiate, negotiate and conclude Online Transactions for the sale and purchase of pharmaceutical goods and services;
- mediation services offered in accordance with the terms of the dispute resolution provisions of the Charter;
- such other services as may be made from time to time.
“the Site” means www.io-pharma.com.
“User” or “you” means any person who accesses or views the Site for whatever purpose, regardless of whether such User is a Registered User (irrespective of the user category that may apply in the respective case, such as Single User, Corporate User or other) or whether such User is a paying customer for a specific service provided by the Company via the Site. A User includes a natural person using the Site and/or any body corporate, which may be represented by a natural person under actual or apparent authority. The terms “Registered User“, “Corporate User” abbreviated to iOCorp“, “Professional User” abbreviated to “iOPro“, “Single User” abbreviated to “iOPlus“, and “Free User” abbreviated to “iOLite“, shall have the meanings ascribed to them in clause 3.
“User Agreement” shall have the meaning ascribed to it in clause 2.1.
In this User Agreement, unless the context otherwise requires:
Words denoting the singular shall include the plural and vice versa and words denoting the masculine gender shall include the feminine gender and vice versa and words denoting persons shall include firms, companies and corporations.
Headings are included for ease of reference only and shall not affect this User Agreement or the interpretation thereof.
The terms “including” and “in particular” are illustrative only and are not intended to limit the meaning of the words which precede them.
Any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.
2.1 The Site is owned and managed by the Company.
2.2 The following describes the terms on which the Company offers you access to the Site and Services made available to Users through the Site.
2.3 This User Agreement constitutes a binding contract between you and the Company. Please read the User Agreement carefully. It governs the User’s use of the Site and all transactions and interactions undertaken by the User using the Services. By accessing or transacting on the Site, you acknowledge that you have read, understood and agree to be legally bound by the User Agreement.
2.7 If you do not accept all of the terms and conditions of this User Agreement, do not use this Site. Further, should you object to any term or condition of this User Agreement, any guidelines, or any subsequent modifications thereto or become dissatisfied with the Site (or any of the Services offered via the Site) in any way, your only recourse is to immediately discontinue use of the Site.
2.8 Unless otherwise indicated, the copyright and intellectual property rights for all information, images, logos and other content on this website belong to the Company. All rights are reserved. No information or images contained in the Site may be reproduced, linked to other websites or used for commercial purposes unless permission is explicitly granted in writing by the Company.
2.9 This User Agreement was last amended Jan 16, 2010.
3. Application Forms, User Categories and Login Information
3.1 To access the Site and the Services each User must complete and submit an Application Form to the Company. The Company shall determine the method(s) by which Users may complete and submit Application Forms.
3.2 If the application is deemed acceptable by the Company, the applicant will become a registered user of the Site (a “Registered User“). The Company may refuse a User’s application to become a Registered Member for whatever reason.
3.3 The Company will establish an account (“Account“) for each Registered User and each Registered User will be assigned a user alias (“User ID“) and password (“Password“) to log-in to and access the Site and Services.
3.4 Registered Users shall be divided into four categories. If the Registered User is a body corporate with users assigned to departments it will be assigned a full corporate user status (“Corporate Users“) abbreviated to “iOCorp“. If the Registered User is a corporate with users not assigned to departments it will be assigned corporate professional status “Professional User” abbreviated to “iOPro“. If the Registered User is a corporate with users registered independent of to departments it will be assigned corporate professional status “Professional User” abbreviated to “iOPro“.All other Users shall be assigned single user status (“Single Users“).
3.5 Each User shall be assigned one User ID and one Password by the Company. If you are required to select a Password, the Company recommends the password you select should not relate to any readily accessible data such as your name, birth date, address, telephone number, driver’s license, license plate or passport. Nor may it be an obvious combination of letters and numbers, including sequential or same numbers or letters.
3.6 Each “iOCorp” and “iOPro” User shall be responsible for ensuring that the User ID and Password are assigned to duly authorised employees who are entitled to use the Site and the Services and engage in Online Transactions. The Company shall not be liable if the legal entity grants and/or assigns this to any other person who authorises an Online Transaction on their behalf where s/he is not duly authorised. The Company further shall bear no liability for the result of such a transaction.
3.7 You are entirely responsible for maintaining the security of your User ID and Password, and for all activity which occurs on or through your Account, whether authorised or unauthorised, including use by current and former employees if you are a corporate entity.
3.8 You should request that the Company changes your User ID and Password immediately if you believe that your User ID and Password have been used without authorisation and advise the Company of this. The Company shall not have any liability for your failure to comply with these obligations.
4. Termination and Suspension
4.1 The Company may suspend or terminate a User’s Account without prior notice on the occurrence of any event, which in the sole opinion of the Company, may have a Material Adverse Impact on the Account, or on the operations of the Company any of its affiliates, or on occurrence of any other event including but not limited to:
- Non-compliance of the terms and conditions set out in the User Agreement;
- Death or bankruptcy of the User (in the case of an individual);
- The User going into liquidation or dissolution or presents or is presented with a petition for or passes a resolution for winding up, either compulsory or voluntary (save for the purposes of reconstruction or amalgamation), or makes any arrangement with its creditors or any assignment for the benefit of creditors, or if a receiver or manager of its business or undertaking is duly appointed, or if distress or execution shall be levied or threatened upon any of its property, or if it suffers any similar action in consequence of debt.
- Any other cause arising out of operation of law.
- Such other reason(s) as the Company may, in its sole and absolute discretion deem proper.
4.2 For the purpose of interpretation of clause 4.1, an event having a Material Adverse Impact shall include any event, which in the opinion of the Company, shall impact the reputation of the Company, the Services, or the Site, its functioning, any potential losses to the Company, any event which in the opinion of the Company would amount to a fraud on the Account, or any other event which the Company may, in its absolute discretion, decide would have a material adverse impact on its operations.
Provided, however, that any transactions completed through the site, prior to the termination or suspension of a User’s Account, shall be binding on that user and said transactions shall be deemed to be valid transactions.
5. Further Conditions of Use
5.1 While using the Site, the Services and/or in engaging in any Online Transactions you agree not to:
- violate any laws, third party rights, or the Company’s policies;
- use the Site if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Site;
- circumvent or manipulate the Company’s fee structure, the billing process, or fees owed to the Company;
- post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
- transfer your Account to another party without the Company’s prior written consent;
- distribute viruses or any other technologies that may harm the Company, the Site or the interests or property of Users;
- copy, modify, or distribute content from the Site and/or the Company’s intellectual property rights;
- harvest or otherwise collect information about Users, including email addresses and personal or corporate information without their consent;
- copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Site without first obtaining written permission of the Company and the appropriate third party, as applicable;
- interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
- bypass measures the Company may use to prevent or restrict access to the Site.
5.2 Certain Online Transactions may require a User ID and Password for verification of your identity. You represent and warrant that all information provided to the Company by you in relation to your Account (including registration information) shall be current, complete and accurate.
5.3 When engaging in any Online Transactions, you represent and warrant that you are over 18 and are authorized to undertake such transactions.
5.4 Use of the Site and Services means that you agree to provide information through electronic means. This means you agree to provide any relevant information, documents and attachments in the format and to the standards described for each transaction. It also means you agree and understand that the information will be retained in electronic form.
5.6 Some pages of the Site are restricted and require further authorisation for access. Unauthorised use of or access to these areas is prohibited. Actual or attempted unauthorised use of or access to such area(s) may result in immediate termination of a User’s Account, and in criminal and/or civil liability. Attempts to access such areas without authorisation may be viewed, monitored and recorded and any information obtained may be given to law enforcement organisations in connection with any investigation or prosecution of possible criminal activity on this system. If you are not an authorised user of such pages or do not consent to continued monitoring, you should not attempt to access such pages.
5.7 As a User you are obliged to follow the technical instructions when prompted to do so or as automatically sent to you via e-mail from the Site regarding information as how to source, to negotiate or to transact goods and/or services via the Site. You are obliged to correctly fill in the respective forms that automatically open on the Site while a transaction is in progress. It is your responsibility to verify that all transaction, Account information and other details are correct. You should print the transaction confirmation for future reference and your files. The Company shall have no liability for transactions which are incorrect as a result of inaccurate data entry in the course of any Online Transactions, or for loss of data or information caused by factors outside of the Company’s control.
5.8 When entering into a binding agreement with another User via the Site you are required to formally sign the agreement by applying your electronic signature to the sale & purchase agreement to be produced with the help of the Site.
5.9 You acknowledge that certain online transactions made available through the Site from time to time may be subject to specific additional terms and conditions (including liability for additional fees), and agree to review and comply with any such additional terms, conditions and fees. Access and use of any online service shall be deemed to constitute acceptance of any such additional terms, conditions and fees applicable to such service.
6.1 The Company is entitled to charge fees for the specific use of the Site and Services based on the iOPharma Fee Scheme. The Fee Scheme differentiates between “iOLite“, “iOPlus“, “iOPro“, and “iOCorp“. “iOLite” Single Users have access to the Site free of charge but will have restrictions to the number and frequency of usage for transactions and invitations initiated by them; on the other hand there will be no restrictions on transactions initiated by fee paying Registered Users. “iOPlus” users will pay monthly or reduced annual fees. “iOPro“, and “iOCorp” on the one hand however will be charged for each transaction that is successfully completed with another User via the Site (“Transaction Fee“). Corporate Users will be charged an annual subscription fee (“Corporate Subscription Fee“) plus any applicable Transaction Fees.
6.2 Additional fees can be charged by the Company for the use of further services available via the Site (“Additional Service Fees”) as set out in the Fee Scheme.
6.3 The Fee Scheme may be varied from time to time. Changes to the Fee Scheme are effective after the Company provides a User with at least fourteen days’ notice of them by email, by posting the changes on the io-pharma.com site or via “My Messages”.
6.4 The Company may choose to temporarily change the Transaction Fee and/or the Corporate Subscription Fee and the Additional Service Fees for promotional events (example: free service days) or when providing new services. Such changes are effective when the Company posts the temporary promotional event or details of any new services on the Site.
6.5 Unless otherwise stated, all fees charged by the Company are quoted in Euro (EUR), GB pounds sterling (GBP), Swiss Francs (CHF) and US Dollars (USD). The User is responsible for paying all fees and applicable taxes associated with using the Site and services in a timely manner with a valid payment method. If the User’s payment method fails or the User’s account is overdue, the Company may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with the Company and retaining collection agencies and legal counsel.
6.6 Each User agrees that the Company may issue invoices in electronic format by e-mail to e-mail address linked to the User’s account.
7. Scope of Services and Limitation of Liability
7.1 The Company provides and maintains the Site (and related Services) as an electronic web-based platform to facilitate the exchange of information between Users in different roles (namely either the role of buyer or the role of supplier of pharmaceutical products and services). This exchange may result in the conclusion of an Online Transaction. The Company does not represent either party in specific transactions. As a result, the Company does not control and is not liable or responsible for the quality, quantity, safety, lawfulness or availability of the information, products or services offered for sale on the Site or the ability of a particular User to complete a sale or the ability of of a particular User to complete a purchase of such products and/or services.
7.2 The Company shall not, in any circumstances, become involved (whether directly or indirectly) with the transfer of legal ownership of items from one User (e.g. in the role of seller) to another User (e.g. in the role of buyer).
7.3 Each User acknowledges that it is fully assuming the risks of purchase and sale transactions when engaging in Online Transactions. Such risks shall include, but shall not be limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation (“Transaction Risks“). Each User agrees that the Company shall not be liable or responsible for any damages or/and delay that may arise as a result of or in connection with any Transaction Risks.
7.4 Users are solely responsible for all of the terms and conditions of Online Transactions or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, duties, title, licenses, fines, permits, handling, transportation and storage.
7.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify the Company (and its agents, affiliates, directors, officers, and employees) from any and all claims, actions, demands, proceedings, costs, expenses, and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
7.6 Every effort is made to keep the Site up and running smoothly. However, the Company takes no responsibility for, and will not be liable for, the Site and/or Services being temporarily unavailable due to technical issues beyond our control.
7.7 Online Transactions are provided through a secure website. However, you acknowledge and agree that internet transmissions are never entirely secure or private, and that any message or information you send to or through the Site and while engaging in Online Transactions (including the transmission of confidential and/or sensitive information) such information may be read or intercepted by others, even where a website is stated as being secure. The Company shall have no liability for the interception or ‘hacking’ of any data through the Site or any other website by unauthorized third parties.
7.8 THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFOMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
7.9 Each User hereby agrees to indemnify and save the Company, its affiliates, directors, officers and employees harmless, from, any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the Site (including but not limited to the display of such User’s information on the Site) or from its breach of any of the terms and conditions of this User Agreement. Each User further agrees that the Company shall not be responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User.
7.10 The Company shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:
- the use or the inability to use the Site;
- any defect in goods, samples, data, information or services purchased or obtained from a User or a third-party service provider through the Site;
- unauthorised access by third parties to data or private information of any User;
- statements or conduct of any User of the Site.
7.11 Notwitshanding the foregoing, if the Company is found to be liable, then the Company’s liability to the User or to any third party is limited to the greater of (a) the total fees the relevant User paid to the Company in the 12 months prior to the action giving rise to the liability, and (b) EUR 100.
7.12 YOU AGREE NOT JOIN IN ANY LAWSUIT WITH ANOTHER PERSON OR SERVE AS A CLASS REPRESENTATIVE OF ANY CLASS ACTION LAWSUIT AGAINST THE COMPANY ARISING OUT OF YOUR USE OF THE SERVICES OR THE PURCHASE OR USE OF PRODUCTS ORDERED VIA THE SITE.
8. Intellectual Property Rights
8.1 The Company is the sole owner or lawful licensee of all the rights to the Site and Site content. The Site design and Site content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and Site content shall remain with the Company, or licensors of the Site content, as the applicable. All rights not otherwise claimed under this User Agreement or by the Company are hereby reserved.
8.2 “iOPharma” and “www.io-pharma.com” and related icons and logos are registered trademarks and domains or trademarks or service marks of the Company in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
9.1 If any provision of this User Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions, shall be enforced to the fullest extent allowed by law as to effect the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.
9.3 No failure or delay by the Company in exercising any right, power or privilege under this User Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this User Agreement are cumulative and not exclusive of any rights and remedies provided by law.
9.4 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this User Agreement.
9.5 The Company shall have the right to assign its obligations and duties in this User Agreement to any person or entity.
9.6 This User Agreement shall be governed by and construed in accordance with Swiss law.
9.7 Any dispute, controversy or claim arising out of or in relation to this User Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce (the “Rules“) in force on the date when the Notice of Arbitration is submitted in accordance with the Rules.
The number of arbitrators shall be three; The seat of the arbitration shall be in Zurich. The arbitral proceedings shall be conducted in English.
10.1 Any notice required to be given to or served on the Company shall be in writing and may be given by personal delivery, registered first class mail, air mail fax, e-mail or by other electronic medium as agreed by the Company from time to time, at the following addresses:
Industry Online Ltd.
Institute of Life Science, Singleton Park, Swansea SA2 8PP, United Kingdom
Tel.: +44 (0)1729 606550
Fax: +44 (0)1729 606550
Attention: Legal Unit – iOPharma
10.2 Any notice required to be given to or served on a User shall be in writing and may be given by personal delivery, first class post, air mail, fax, e-mail if delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to the Company.
10.3 Notices shall be deemed to have been received if given by personal delivery when so delivered, or three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail), or on the next working day after transmission (in the case of facsimile messages, but only if a transmission report is generated by the sender’s facsimile machine recording a message from the recipient’s facsimile machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted).
10.4 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be.