VIRTUAL UK HEALTHCARE PAVILION

TERMS AND CONDITIONS

1.             Introduction

• These Terms govern the agreement between (1) Association of British HealthTech Industries of Suite 2, 4th Floor, 1 Duchess Street, London, W1W 6AN ("Us", "We", "Our"), and (2) the company that has registered for subscription of Pavilion ("You", "Your") on ukhealthcarepavilion.com (the "Website").
• Some defined terms are used, which have capital letters. These are set out in Schedule 1 below, which also includes some rules on how to interpret these Terms.

2.             Set-up and launch

• From the Subscription Date We will work with You to set-up the Service for Your Content. We will agree with you a set-up schedule ("Set-up Schedule") under which we will work together to bring Your Content to the Website.  You will prepare Your Content in the format specified in the Content Management System according to the timelines set out in the Set-Up Schedule.
• You will remain responsible for Your Content, and we will not have editorial control. Your Content will be given prominence and positioning on the Website in accordance with our Subscription Tiers set out at [URL].
• We will agree with you a Launch Date and work together to publish Your Content on the Website from the Launch Date. We may, but are not obliged to, assess Your Content prior to going live on the Website and reserve the right to amend the Launch Date where we reasonably require You to amend Your Content.

3.             Operation of the Website

• We will operate the Website and will host it (or procure that it is hosted on our behalf). You acknowledge that the Website will carry content from other Pavilion Subscribers who may be on different Subscription Tiers and thus granted a different degree of prominence and positioning than Your Content. You may change your Subscription Tier in accordance with clause 6.2.
• We will provide support to You for any issues with Your Content as set out in Schedule 2. Our provision of the support services shall be conditional upon You promptly providing us all reasonable assistance, information and decision-making as reasonably required.
• We cannot guarantee that the Website will be continuously available or error-free and you acknowledge that it will be unavailable from time to time for maintenance. We will use our reasonable efforts to comply with any Service Levels agreed between the parties and as set out in Schedule 2.
• We may make changes to the Subscription Tiers from time to time including to the Subscription Fees and/or benefits for each or any Subscription Tier. When we do so we will notify you in writing and clause 13.4 will apply.
• We are not obliged to monitor, vet or clear any of Your Content but we reserve the right to remove all or any of it from the Website where we have reasonable grounds to believe that it may be unlawful or in way in breach of these Terms.

4.             Other services

From Your Launch Date We will provide You with the data analytics and reporting services as set out in Your Subscription Tier.

5.             Authorised use and roles of the parties

• You may use the Services only for the lawful promotion of your products and services. You may not use the Services to enter into transactions of any kind.
• You acknowledge and agree that Our role is limited to the operation of the Website as a platform for You and other Pavilion Subscribers and third parties to showcase their goods and services, and that We are not responsible to anyone for any of Your goods or services, Your Content, or any of Your acts or omissions. We are similarly not responsible to You or anyone for any goods, services, content, acts or omissions of any other Pavilion Subscribers.
• You must ensure that:
  • Your Content, and all products and services it depicts or references, comply fully with Applicable Laws;
  • Your Content does not include any content of any kind (including products, text, images, sounds, graphics, links, videos, logos or other material) which infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory, liable to cause anxiety, alarm or embarrassment, knowingly false or misleading;
  • Your Content is original and not copied from any other person; and
  • You have the full right (through ownership and/or licensing of Intellectual Property Rights) to provide and license Your Content to Us and allow it to be published on the Website (and in particular have full permission from the owners of any content included in Your Content),

in each case acknowledging that the Website is available to the world at large without age verification or geo-location verification.

• In relation to the Website You shall comply with, and shall ensure that your relevant personnel complies with, any terms of use or service (including any acceptable use policy) and privacy and/or cookies policy that We may publish on the Website from time to time, all of which are incorporated into these Terms by reference.
• You may not:
  • permit any third party to access or use the Services or use the Service on behalf of any third party;
  • use the Services to:
    • publish any statement which is or may be defamatory or in any other way disparaging towards other organisations on the Website;
    • other than set out in clause 5.1, enter into transactions or conduct any commercial activities;
    • impersonate any person or entity or otherwise misrepresent Your relationship with any person or entity;
    • engage in any fraudulent activity or further any fraudulent purpose;
    • provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the government of the United Kingdom or any foreign government as a foreign terrorist organisation;
    • transmit or distribute any unsolicited or unauthorised advertising, marketing or promotional material or other form of solicitation (spam); and/or
    • transmit or distribute any virus and/or other code that has contaminating or destructive elements,

and shall not permit any of your personnel or other third party to do any of the foregoing.

• You will indemnify Us against all loss or damage We may incur or suffer including reasonably incurred legal fees as a result of any claim by a third party (a) alleging facts that if proven would amount to a breach of this clause 5, and/or (b) relating to Your Content, including any claim that it infringes the Intellectual Property Rights or other rights of any third party.

6.             Account management

• You will designate one contact and one alternate as the responsible party for communication with Us in respect of the Services. You may manage your account via the Content Management System.
• You may change Subscription Tiers via the Content Management System.

7.             Fees, invoicing and payment

• You shall pay Us the Subscription Fees set out in Your Subscription Tier on the date we specify for payment ("Subscription Fee Payment Date"). If applicable and if you pay by credit card, the Subscription Fees for a Renewal Term shall be debited on [the first day of the Renewal Term].
• You will pay the Subscription Fees via the Website platform or otherwise as we may direct You. We reserve the right to invoice You for the Subscription Fees annually in advance if the Subscription Fees if they are otherwise unpaid .
• The Subscription Fees are subject to review and increase by Us upon [30 days' notice] / [not more than once a year] / [provided that no such increase will apply prior to the end of the first [12-months] from the Effective Date] [and no such increase will exceed [10]% of the then-current fee level].
• Unless otherwise expressly provided in these Terms, all amounts referred to in these Terms are exclusive of value added tax (VAT) which, where chargeable by Us, shall be payable by You.
• Invoices are payable, in full, upon delivery and without deduction, set off or withholding of any kind. In the event of late payments You will be liable to pay interest at the rate of 3% above the base lending rate of the Bank of England from the due date until the date of payment.

8.             Warranties

• Each party warrants that it has the right to enter into these Terms and perform its obligations under these Terms.
• We warrant that We will provide the Services with reasonable care and skill. If this warranty is breached, You must notify Us as soon as possible and give Us a reasonable time to fix the problem, including a reasonable way to work around the problem where appropriate.
• We do not control the content posted to or via the Services by any Pavilion Subscribers or other third parties and We do not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, usefulness, quality, fitness for purpose or originality of any content on the Website.
• Except as expressly set out in these Terms and subject only to clause , no implied conditions, warranties or other terms, including any implied terms relating to satisfactory quality or fitness for any purpose, will apply to the Website or the Services. In particular, We do not warrant that the Website will be uninterrupted, contaminant-free or error-free, that it will meet Your requirements, reach any guarantee level of audience or generate any guaranteed level of interest or business.

9.             Intellectual Property Rights

• Nothing in these Terms cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
• We and our licensors shall, as between Us and You, remain the owner of all Intellectual Property Rights in Our brands, trade marks and logos, the Services, the Website (other than Your Content) and any of our content that we include on the Website. Except as expressly permitted under these Terms You may not use Our Intellectual Property Rights without Our prior written consent.
• You and Your licensors shall, as between Us and You, remain the owner of all Intellectual Property Rights in Your Content. You grant Us and our subcontractors a royalty-free, worldwide, non-exclusive licence to use Your Content in order for us to perform our obligations under these Terms.

10.           Exclusions and limitations

• Nothing in these Terms limits or excludes either party's liability:
  • for death or personal injury caused by its negligence;
  • for fraudulent misrepresentation or for any other fraudulent act or omission;
  • to pay sums properly due and owing to the other in the normal course of performance of these Terms; or
  • for any other liability which may not lawfully be excluded or limited.
• Subject to clause , We shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any loss of profit, loss of sales, turnover, revenue or business, loss of customers, contracts or opportunity, loss of or damage to reputation or goodwill, loss of any software or data, loss of use of hardware, software or data, loss or waste of management or other staff time, or indirect, consequential or special loss, arising out of or relating to the Services, the Website and/or these Terms.
• Subject to clause , We shall shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, under any indemnity or otherwise, for any loss, damage, expense or liability incurred or sustained as a result of Your Content.
• Subject to clauses and , Our total liability arising out of or relating to these Terms (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited, in respect of each 12-month period calculated from the Effective Date (each a "Contract Year"), to the greater of:
  • the total of all amounts payable (whether or not yet paid) by You under these Terms during such Contract Year; and
  • £[figure].

11.           Confidentiality

• Subject to clause , each party shall:
  • keep confidential all Confidential Information of the other party which it receives in connection with these Terms;
  • apply to it no lesser security measures and degree of care than those which it takes in protecting its own Confidential Information and in any event no less than that which a reasonable person or business would take in protecting its own confidential information;
  • only use such Confidential Information as strictly necessary for the performance of, or exercise of its rights under, these Terms;
  • not disclose such Confidential Information to any third party (other than its professional advisers, officers, employees, agents, contractors and sub-contractors on a 'need to know' basis as strictly required for the purposes of these Terms and subject to each such person being bound by an obligation of confidentiality equivalent to this clause ); and
  • promptly, upon request and, in any event, upon termination of these Terms (for whatever reason), return to the other party all materials (in whatever form) incorporating, embodying or recording any such Confidential Information in its possession or control and, if requested by the other party, certify in writing that it has done so.
• Either party may disclose the other's Confidential Information to the extent required by law or by any court, tribunal, regulator or other authority with competent jurisdiction to order its disclosure (but only to the extent of such requirement).
• You agree that We may issue a press release or other suitable form of publicity (including on the Website) announcing your participation in the Website.

12.           Data protection

• For the purposes of this clause 12 and Schedule 3, "controller", "processor", "personal data", "process/processing", "sub-processor" "technical and organisational measures" and "supervisory authority " shall have the meanings given in the UK GDPR (and shall include any other terms with equivalent meaning that may exist under the Data Protection Law)
• Each party shall comply with its obligations under applicable Data Protection Law.

Data controllers

• Where a party is deemed to be acting as a controller with respect to personal data processed under or in relation to this Agreement, under applicable Data Protection Law, this clause 3 shall apply, and each party shall, in its capacity as a controller:
  • provide assistance to allow the other party to comply with any data subject requests (whether in relation to access to personal data, rectification, restrictions on processing, erasure or portability) insofar as possible;
  • provide assistance to allow the other party to comply with any other queries or complaints from a supervisory authority (as defined in Data Protection Law) insofar as possible;
  • promptly notify the other party of any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed pursuant to this Agreement ("Personal Data Breach");
  • provide reasonably necessary assistance to enable the other party to notify insofar as possible:
    • the relevant supervisory authority, promptly and in any event no later than 72 hours after the relevant data controller becomes aware of a Personal Data Breach; and
    • the relevant data subjects without undue delay (where required) of a Personal Data Breach.

Data processors

• Where We process Shared Personal Data, we are deemed to be acting as a processor for You under applicable Data Protection Law, and Schedule 3 shall apply to such processing.
• [If in our reasonable belief the relevant data protection provisions of this Agreement are required to be amended in order to comply with the our own obligations under applicable Data Protection Law; or pursuant to any supervisory authority opinion or guidance, the we shall be entitled to unilaterally amend [this clause 12 and Schedule 3 upon 30 days' notice.]

13.           Term and termination

• These Terms shall commence on the Effective Date and shall, unless sooner terminated, continue for an initial term of 12 months ("Initial Term") and thereafter renew automatically for successive terms of equivalent duration (each a "Renewal Term") unless and until terminated by either party giving the other not less than 90 days' written notice to that effect (such notice to expire at the end of the Initial Term or any subsequent Renewal Term only).
• We or You may terminate the Services (and these Terms) by giving the other written notice if:
  • the other materially breaches any of these Terms and it is not possible to remedy that breach;
  • the other materially breaches any of these Terms and it is possible to remedy that breach, but the other fails to do so within 30 days of being requested in writing to do so;
  • the other becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an order is made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets (which is not discharged, paid out, withdrawn or removed within 28 days), or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.

For the purposes of this clause , in order for it to be possible to remedy a breach it must be possible to take steps so as to put the other party into the same position which (save as to the date) it would have been in if the breach had never occurred.

• Without prejudice to clause , We may, in addition, and without liability, terminate the Services, by giving You written notice if any invoiced amount is outstanding beyond the due date for payment or any provision of clause is breached.
• Without prejudice to clause , You may, in addition, and without liability, terminate the Services, by giving Us written notice under clause 3.4 of any detrimental change to a Subscription Tier (including an increase to the Subscription Fee) within [30] days of the date of such notice, provided that your termination will only be effective on the earlier of (a) the date on which that change is to come into force and (b) the start of Your next Renewal Term.
• Upon termination of the Service we shall remove Your Content from the Website.
• The termination of these Terms will not affect any accrued rights or liabilities which We or You may have by the time termination takes effect, or the coming into force or the continuation in force of any of its provisions that expressly or by implication are intended to come into force or continue in force on or after the termination, including clauses 7, 8, 9, 10, 11, 12, 13 and 15.

14.           Force majeure

Neither party will be liable to the other for any failure or delay in performing its obligations under these Terms (other than the obligation to make any due payment) which arises because of any circumstances which it cannot reasonably be expected to control (which shall include Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of [Provider Name] or a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery or breakdown in machinery, or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure, or any provider of any of the foregoing, but shall not include shortage or lack of available funds on the Customer's part), provided that it:

• notifies the other in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;
• uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and
• uses reasonable efforts to resume performance as soon as reasonably practicable.

15.           General

• You may not sub-license or assign, sub-contract or delegate any or all of Your rights or obligations under these Terms without Our prior written consent.
• All notices and consents relating to these Terms must be in writing. Notices must be sent to the address of the recipient, for Us as set out in these Terms and for You in your registration. Notices shall be sent by hand, by first class recorded delivery or registered post or other form of certified or registered mail (and sent by air mail if posted to or from a place outside the United Kingdom), and shall be treated as having been delivered, if sent by hand, when delivered and if sent by certified or registered mail, two days after the date of posting (or, if sent by air mail, seven days after the date of posting).
• Unless the parties expressly agree otherwise in writing, if a party fails to exercise or delays exercising or only exercises partially any right or remedy provided under these Terms or by law, or agrees not to exercise or to delay exercising any right or remedy provided under these Terms or by law, then that party shall not be deemed to have waived and shall not be precluded or restricted from further exercising that or any other right or remedy.
• If any provision of these Terms is held for any reason to be ineffective or unenforceable, this shall not affect the validity or enforceability of any other provision of these Terms or these Terms as a whole.
• All variations to these Terms must be agreed, set out in writing and signed on behalf of both parties before they take effect.
• Nothing in these Terms shall create a partnership or joint venture between the parties, constitute one party as agent of the other or give either party authority to make or enter into commitments, assume liabilities or pledge credit on behalf of the other party. Neither party may act as if it were, or represent (expressly or by implying it) that it is, an agent of the other or has such authority.
• A person who is not a party to these Terms shall not have any rights under or in connection with it, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
• It is a condition of these Terms that, in pre-contract negotiations and in the exercise of its rights or the performance of its obligations under these Terms, each party shall at all times ensure that it complies with the terms of the Bribery Act 2010 and that it does not commit (or procure the commission of) any breach of that Act.
• These Terms sets out all of the terms that have been agreed between the parties in relation to the subjects covered by them, and supersede all previous agreements between the parties relating to such subjects. Provided always that nothing in this clause  will operate to limit or exclude any liability for fraud or fraudulent misrepresentation, no other representations or terms shall apply or form part of these Terms and each party acknowledges that it has not been influenced to agree to these Terms by, and shall have no rights or remedies (other than for breach of contract) in respect of, anything the other party has said or done or committed to do, except as expressly recorded in these Terms.
• These Terms are governed by English law. Both parties submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with these Terms.

Definitions

Definitions

In these Terms, where the context so admits, the following words and expressions shall have the following meanings:

Interpretation

In these Terms (including the introduction and schedules) unless the context otherwise requires:

• reference to a person includes a legal person (such as a limited company) as well as a natural person;
• clause headings are for convenience only and shall not affect the construction of these Terms;
• reference to "including" or any similar terms in these Terms shall be treated as being by way of example and shall not limit the general applicability of any preceding words; and
• reference to any legislation shall be to that legislation as amended, extended or re-enacted from time to time and to any subordinate provision made under that legislation.

SCHEDULE 2

Support and maintenance

1.             Gold subscription offering

Please contact info@ukhealthcarepavilion.com for any support in relation to the platform.

2.             Silver subscription offering

Please contact info@ukhealthcarepavilion.com for any support in relation to the platform.

3.             Bronze subscription offering

Please contact info@ukhealthcarepavilion.com for any support in relation to the platform.

SCHEDULE 3

Data Processing

1. Data processing
   • Where We process Shared Personal Data contained in Your Content, we are deemed to be acting as a processor for You under applicable Data Protection Law, this Schedule 3 shall apply to such processing.
   • In the event of any conflict between the terms of this Schedule 3 and the terms of this Agreement, the terms of this Schedule 3 shall prevail so far as the subject matter concerns the processing of personal data.
   • The type of Shared Personal Data processed pursuant to this Agreement and the subject matter, duration, nature and purpose of the processing, and the categories of data subjects, are as described below:
     • Subject Matter of the Processing: Our provision of the Services to You.
     • Nature and Purpose of the Processing: the collection, analysis, storage, duplication, deletion and disclosure as necessary to provide the Services, including publishing Your Content on the Website, and as may be further instructed by You in writing.
     • Duration of Processing: We will process the Shared Personal Data for the duration of this Agreement, or until the data upon which processing is no longer necessary for the purposes of either party performing its obligations under this Agreement (to the extent applicable) unless otherwise agreed between the parties in writing.
     • Types of Data: data relating to individuals provided to Us in Your Content in relation to the Services, by (or at the direction of) You, including products, images, text, graphics, video, sound, data, information and all other material provided by You to Us for inclusion on the Website.
     • Categories of Data Subjects: data subjects may include Your clients, employees and other staff, and other individuals about whom data is provided to Us by (or at the direction of) You, including individuals who appear in any audio, visual or video content within Your Content.
   • In relation to all Shared Personal Data, We:
     • acknowledge that, in relation to Shared Personal Data within Your Content, act only as a processor;
     • will only process such Shared Personal Data in accordance with this agreement and Your instructions issued from time to time;
     • will immediately inform You if, in Our opinion, any instructions given to Us by You in relation to the processing of such Shared Personal Data under this agreement infringe any Data Protection Law;
     • will implement, and will procure that any permitted sub-processor implements, appropriate technical and organisational measures to ensure:
       • the protection of the rights of the relevant data subjects; and
       • a level of security appropriate to the risks that are presented by any processing of such Shared Personal Data, in particular protection from accidental loss or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Shared Personal Data transmitted, stored or otherwise processed by Us under this agreement;
     • will not, without Your prior written consent, transfer any such Shared Personal Data to any country unless such country is an Adequate Country or adequate safeguards have first been put in place such as will enable each party to comply with the data transfer requirements of the Data Protection Law;
     • will take reasonable steps to ensure the reliability of Our personnel who have access to any such Shared Personal Data and ensure that, where relevant, those personnel are contractually bound to maintain its confidentiality;
     • You grant Us a general authorisation to appoint third party data centre operators, email providers, CRM and mailing list providers, website developers, analytics providers [add any other categories], and other outsourced support providers, as sub-processors to support the performance of the Services in respect of the sub-processing activities set out in clause 3 of this Schedule 3. We will maintain a list of sub-processors [through the Website / Pavilion admin portal][ at the following URL: [insert URL] and will add the names of new and replacement sub-processors to the list prior to them starting sub-processing of Shared Personal Data. If You have a reasonable objection to any new or replacement sub-processor, You shall notify Us of such objections in writing within ten (10) days of the notification and the parties will seek to resolve the matter in good faith. If You do not provide a timely objection to any new or replacement sub-processor in accordance with this clause 1.4(l), You will be deemed to have consented to the sub-processor and waived Your right to object. If the parties cannot resolve the sub-processor objection within [sixty (60)] days from Your notification of objection, You may within [thirty (30)] days of the end of the [sixty (60)] day period referred to above terminate this Agreement by providing written notice to Us having effect [thirty (30) days] after receipt by Us.
     • We will ensure that any sub-processor We engage to support our provision of the Service as a processor, will be on the basis of a written contract which imposes on such sub-processor terms substantially no less protective of Shared Personal Data than those imposed on Us in this Schedule 3 (the "Relevant Terms"). We shall procure the performance by such sub-processor of the Relevant Terms and shall be liable to You for any breach by such person of any of the Relevant Terms.

• will notify You without undue delay of any breach of the provisions of this Schedule 3 (including any Personal Data Breach) and provide assistance to You in respect of any such breach including, at the time of notification, all material information in Our possession which may include details of the circumstances of the breach, number and time of records involved and data subjects affected, the potential consequences of the breach, and any mitigation or remedial action take to avoid any repeat. To the extent any such information is not in Our possession at the time of notification, it must be provided to You promptly following the breach, along with any other relevant information reasonably required by You to comply with Your management and reporting obligations;
• will provide timely cooperation and assistance to You in ensuring compliance with:
  • Your obligations to respond to any complaint or request form any applicable data protection authority or data subjects seeking to exercise their rights under any Data Protection Law, including by promptly notifying You of each subject access request We receive;
  • Your obligations to:
    • ensure the security of the processing;
    • notify the relevant data protection authority and any data subjects, where relevant, of any Personal Data Breach;
    • carry out any data protection impact assessments ("DPIA") on the impact of the processing on the protection of Shared Personal Data in connection with this agreement; and
    • consult the relevant supervisory authority prior to any processing where a DPIA indicates that the processing would result in a high risk in the absence of measures taken by You to mitigate the risk;
  • will make available to You all information reasonably required by You to demonstrate Our compliance with Our obligations set out in this Schedule 3; and
  • other than to the extent required to comply with applicable law, as soon as reasonably practicable following, and in any event within [sixty (60)] days of, termination or expiry of this agreement, We will delete (including by putting beyond practicable use) or return to You (at Your direction) such Shared Personal Data that is processed pursuant to this Schedule 3.