These terms and conditions ("Terms") form a legal contract between the NHS body wishing to have access to "Productive Leader" ("Customer") and the NHS Institute of Innovation and Improvement of Coventry House, University of Warwick Campus, CV4 7AL (the "NHS Institute") in relation to the provision by the NHS Institute of services relating to its "Productive Leader" membership programme.
By clicking on the "accept" button below, the Customer agrees to these Terms, which will bind the Customer and its employees.
1.1By clicking below, the Customer requests the NHS Institute to provide the services selected by the Customer above and/or such other services as are agreed between the parties in writing from time to time ("Services"). Following receipt of such a request, if the NHS Institute agrees to the proposed Services, it will send the Customer an email to confirm its acceptance of the Customer's offer.
1.2After the NHS Institute has confirmed acceptance of the Customer's offer in accordance with clause 1.1 above, the NHS Institute shall:
1.2.1provide the Services, using reasonable endeavours to meet any timeframes agreed by the parties for the performance of the Services;
1.2.2make certain of the Materials available for download through this website; and
1.2.3send to the address provided by the Customer the number of paper copies of certain materials relating to the Services ("Materials") requested by the Customer through this website (up to a maximum of 10 copies).
2.1The Customer shall pay the charges set out above or such other charges as the parties agree from time to time will apply to the Services ("Charges").
2.2All payments shall be made by the Customer within 30 days of the date of the invoice submitted by or on behalf of the NHS Institute and shall be made by cheque or by bank transfer to the account of the NHS Institute in accordance with the instructions set out on the invoice or as otherwise agreed by the NHS Institute in writing.
2.3If the Customer fails to pay any amount payable by it under these Terms by the due date for payment:
2.3.1the NHS Institute shall be entitled to charge interest on all sums outstanding, from the due date for payment up to the date of actual payment, after as well as before judgment, at the rate of 4 per cent per annum above the base rate for the time being of Barclays Bank PLC; and
2.3.2the NHS Institute reserves the right to suspend performance of the Services until payment is made in full and the NHS Institute shall be entitled to charge the Customer for all costs and expenses reasonably incurred by the NHS Institute as a result of such suspension.
3.1The Customer shall provide the NHS Institute with:
3.1.1such access to the Customer's premises and personnel as is necessary to allow the NHS Institute to provide the Services;
3.1.2details of the rules and regulations that are then in force for the conduct of personnel at the Customer's premises; and
3.1.3any other assistance reasonably requested by the NHS Institute in relation to the Services.
3.1.4reimburse the NHS Institute for any charges incurred on the cancellation of any Productive Leader Training course or event within 14 days of the agreed date of that event.
3.1.5ensure any Productive Leader Training course or event relating to this membership are attended within 12 months of the acceptance of the Product Specification Document.
3.1.6ensure the NHS Institute is informed of names of attendees 21 days in advance of any agreed scheduled dates for Productive Leader Training courses or events.
3.1.7reimburse the NHS Institute for additional Attendees of Productive Leader Training courses and events over and above those numbers agreed within the Product Specification Document in the amount of £1,000 per person.
4.1The NHS Institute grants to the Customer a non-exclusive, non-transferable licence to use the Materials in accordance with this clause 4.
4.2The Customer shall only use the Materials for its own internal business purposes and shall not make the Materials available for use by any third party, save that the Customer may disclose the Materials to service providers acting on its behalf provided that such service providers:
4.2.1only use the Materials for the purposes of providing services to the Customer;
4.2.2do not disclose the Materials to any third parties, save to such of their employees as require access to the Materials to provide services to the Customer; and
4.2.3comply with the Customer's obligations under these Terms in relation to the use of such Materials and the Customer remains responsible for the actions and omissions of such service providers as if they were its own.
4.3The Customer shall not remove any trade mark, copyright or proprietary notices from the Materials.
4.4[Subject to clause 4.6,] the Customer may print copies of the Materials from this website and make paper copies of any Materials that the NHS Institute provides to the Customer in paper form but the Customer shall not otherwise copy the Materials (including but not limited to by saving electronic copies of any Materials downloaded from this website [other than temporary electronic copies made for the purpose of printing]).
4.5Except to the extent permitted by statute or under clause 4.6 below, the Customer shall not modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer any software forming part of the Materials ("Software") or create derivative works based on the whole of or any part of the Software or incorporate the Software into any other software program not provided by the NHS Institute.
4.6The Customer has the right to make backup copies of the Software to the extent such copies are reasonably necessary for the Customer's own operational security and use within the scope of these Terms. The Customer shall maintain full records of the date and creation of any copies of the Software made pursuant to this clause and shall make all such records available to the NHS Institute for inspection.
4.7The NHS Institute may, on reasonable notice, visit any of the Customer's premises in which the Software is being used to determine whether the use of the Software by the Customer complies with these Terms. The Customer shall grant the NHS Institute such access to its premises and to any computer hardware on which the Software is being used as is required to enable the NHS Institute to verify that these Terms are being complied with.
5.1The NHS Institute warrants that:
5.1.1it will provide the Services with reasonable skill and care; and
5.1.2where applicable, it owns or is licensed to use all intellectual property rights in the Materials.
5.2The Customer warrants that:
5.2.1it is located in England and is a health service body (as referred to in section 9 of the National Health Service Act 2006), a care trust (as defined in section 77 of the National Health Service Act 2006), a NHS foundation trust listed in the register of NHS foundation trusts maintained pursuant to section 39 of the National Health Service Act 2006 or a body replacing or providing similar or equivalent services to any of the above;
5.2.2it is duly authorised and has full power to agree to these Terms; and
5.2.3the relevant budget holder within the Customer has approved the Customer's agreement to the Charges and these Terms.
5.3Except as expressly set out in these Terms, all conditions, warranties, terms and undertakings, express or implied, whether by statute, common law, trade practice, custom, course of dealing or otherwise (including without limitation about quality, performance or fitness or suitability for purpose) in respect of the Services and/or the Materials are excluded to the fullest extent permissible by law.
6.1The Customer acknowledges that the NHS Institute owns, or is licensed to use, all copyright and other intellectual property rights in and relating to the Services and/or the Materials.
7.1Nothing in these Terms shall exclude or restrict the liability of either party to the other for death or personal injury resulting from the negligent act of one party or for liability for any fraudulent misrepresentation by a party to these Terms.
7.2Subject to clauses 7.1, and 7.3 the liability of the NHS Institute to the Customer for direct loss in contract, tort or otherwise arising out of or in connection with the Services, the Customer's use of the Materials and/or otherwise in connection with these Terms shall be limited for any one incident or series of connected incidents to the greater of either £5000 or the amount of the Charges.
7.3Subject to clause 7.1, in no circumstances shall the NHS Institute be liable to the Customer whether in contract, tort, negligence, breach of statutory duty or otherwise in respect of loss of profits, revenue, goodwill, business opportunity, loss of or cost of restoration of data or for use of any results obtained by use of the Services, the Materials and/or otherwise in connection with these Terms or any other indirect, consequential, financial or economic loss or damage costs or expenses whatsoever or howsoever arising out of or in connection with the Services or the Customer's use of the Materials.
7.4if any of the limitations on the NHS Institute's liability under these Terms are adjudged to be unreasonable in the circumstances, then such limitation shall be increased to the amount that the Customer can recover from its insurer for the loss in question.
8.1The contract formed under these Terms may be terminated immediately by the NHS Institute if:
8.1.1the Customer commits a material or persistent breach of any term of these Terms that (in the case of a breach capable of being remedied) is not remedied within 30 days of a written request to remedy it;
8.1.2an interim order is made, or a voluntary arrangement approved, or if a petition for bankruptcy order is presented or a bankruptcy order is made against the Customer or if a receiver or trustee is appointed of the Customer's estate or a voluntary arrangement is approved or a notice is served of intention to appoint an administrator or an administrator is appointed by Court order or by any other means, or a receiver or administrative receiver is appointed over any of the Customer's assets or undertaking or a resolution or petition to wind up the Customer is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the Court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding up petition or make a winding up order; or
8.1.3there is a change of control of the Customer or other reorganisation of the Customer that the NHS Institute reasonably considers will have an adverse impact on the NHS Institute's ability to provide the Services.
8.2Either party may terminate the contract formed under these Terms 21 days or more before commencement of provision of the Services by the NHS Institute by giving notice in writing to the other party.
8.3Any termination of the contract formed under these Terms shall be without prejudice to any other rights or remedies either party may be entitled to under these Terms or at law.
8.4Within seven days of the termination of these Terms, the Customer shall, at the NHS Institute's option, either return to the NHS Institute or destroy all copies of the Materials in its possession.
9.1Neither party shall at any time after the date that the Customer agrees to these Terms:
9.1.1divulge or communicate to any person, company, business entity or other organisation;
9.1.2use for its own purposes or for any purposes other than those of the other party; or
9.1.3through any failure to exercise due care and diligence, cause any unauthorised disclosure of, any trade secrets or confidential information relating to the other party (whether or not marked as confidential information) provided that these restrictions shall cease to apply to any such information that becomes available to the public generally other than through a breach of a duty of confidentiality owed to the other party and further provided that neither party shall be restricted from disclosing the confidential information or any part of it pursuant to a judicial or other lawful government order, but only to the extent required by such order and subject to the party obliged to comply with such order giving the other party as much notice of the terms of the order as may be reasonably practicable.
10.1Neither party shall be liable for any delay in or for failure to perform its obligations under these Terms, other than an obligation to make any payment due to the other party, if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, fires, strikes, insurrection, riots, embargoes, or regulations of any civil or military authority.
10.2The failure or delay of the NHS Institute to exercise or enforce any right under these Terms shall not operate as a waiver of that right or preclude the exercise or enforcement of it at any time or times thereafter.
10.3Neither party shall be liable for any delay in or for failure to perform its obligations under these Terms if that delay or failure is caused by circumstances beyond the control of that party including, without limitation, fires, strikes, insurrection, riots, embargoes, or regulations of any civil or military authority.
10.4These Terms constitute the entire understanding between the parties with respect to the subject matter of these Terms and supersedes and replaces all prior agreements, negotiations and discussions between the parties relating to it. The Customer confirms and acknowledges that it has not been induced to enter into these Terms by any representation, warranty, or undertaking not expressly incorporated into it. However, nothing in these Terms purports to exclude liability for any fraudulent statement or act.
10.5No variation of these Terms shall be valid unless it is in writing and signed by an authorised representative of each of the parties.
10.6The Customer shall not be entitled to assign these Terms nor any of its rights or obligations under these Terms nor sub-license the use of the Materials (save to the extent necessary under clause 4.3).
10.7The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms, and nothing in these Terms shall confer or purport to confer on any third party any benefit or any right to enforce any term of these Terms or operate to give any third party the right to enforce any term of these Terms.
10.8If any provision of these Terms is held to be unlawful, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be severed from these Terms and rendered ineffective as far as possible without modifying or affecting the legality, validity or enforceability of the remaining provisions of these Terms, which will remain in full force and effect.
10.9These Terms shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the non-exclusive jurisdiction of the English Courts.