Terms & Conditions
This website is operated by the Yorkshire and Humber National Health Service Commercial Procurement Collaborative hosted by Leeds Partnerships NHS Foundation Trust whose address is at Don Valley House, Savile Street East, Sheffield, S4 7UQ ("CPC"). These website terms and conditions ("Terms and Conditions") govern your use of the website which we operate from the URL www.cpcplus.nhs.uk ("Website"). By using the Website you agree to be bound by these Terms and Conditions with the CPC. If you do not agree with any part of these Terms and Conditions, you may not access or use the Website. We may change these Terms and Conditions at any time without notice to you. By your continued access or use of the Website, you agree to be bound by the most current version of these Terms and Conditions. Please check these Terms and Conditions regularly for any changes that have been made. If you have any questions please contact us at cpc_plus@yorksandhumber.nhs.uk
1 DEFINITIONS
In these Terms and Conditions, unless the context requires otherwise, the following expressions shall have the meanings set out below: "us" means the CPC, and "our" and "we" shall be construed accordingly; "NHS" means any organisation that is a part of the UK National Health Service; and "you" means your organisation that is registered to use the Website either as a bidder or as an NHS advertiser (as applicable), and "your" shall be construed accordingly.
2 YOUR IDENTITY
2.1 You confirm that the registration details entered by you are complete and accurate. 2.2 You shall not impersonate any person, or entity, use a false email address, false website address details, or otherwise mislead as to the origin of any content submitted by you or your agents. 2.3 You acknowledge that the CPC, the NHS, and any subsequent provider of the Website can only make limited enquiries at the point of registration of the contact details of users of this Website, and cannot monitor the content posted, and you are therefore responsible for making your own enquiries of the relevant advertiser or bidder (as appropriate) and conducting your own financial and commercial due diligence of any other user of this Website with whom you choose to engage.
3 YOUR CONTENT
3.1 You represent and warrant that you own or otherwise control all of the rights to the content submitted by you, or obtained by us from your website with your permission. 3.2 You represent and warrant that, upon the date of submission to the Website, the content and material is entirely accurate and complete and not misleading in any way and that the use of the content and material does not breach: 3.2.1 the law (including but not limited to public procurement legislation and data protection legislation); or3.2.2 any of our applicable policies or guidelines; or 3.2.3 the rights of any third party (including but not limited to their trademarks, copyright, or any other intellectual property rights); and will not otherwise cause injury to or defame any person or entity3.3 You are responsible for uploading your own content and materials to the Website accurately, and agree that we shall not be responsible for any errors or mistakes made by you that results in inaccuracies or display errors in any such content and/or materials.3.4 If any content and material submitted by you ceases to be accurate in any way, you will inform us of this fact immediately and you will take all reasonable steps to either correct the inaccurate content or remove the inaccurate content from the Website as soon as is reasonably practicable. 3.5 You shall in a timely manner provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by our obligations under this Agreement.3.6 We reserve the right, but do not accept the obligation, to remove any content from the Website for any reason and at any time, and you agree to comply with our reasonable instructions and procedures notified to you at any time in relation to the Website. 3.7 By registering for use of the Website, you grant the NHS, us, and any replacement provider of the cpcplus.co.uk services, solely in relation to the provision of the Website and associated cpcplus.co.uk branded services, a non–exclusive, royalty–free, right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display throughout the world in any media (i) the content and materials posted by you or your agents onto the Website; and (ii) the content reproduced by re–entering other opportunity content relating to you which is publicly available. You agree to perform all further acts necessary to perfect any of the above rights granted by you to us, including the execution of deeds and documents, at our request.
4 INTELLECTUAL PROPERTY
4.1 Save in respect of content owned by you and uploaded by you, all content included on the Website is the property of us, the Crown or our licensors and is protected by United Kingdom and international copyright and database right laws. All software used on the Website is the property of us, the Crown or our licensors and is protected by UK and international copyright laws. All rights are reserved.
5 ACCESS AND USE OF THE WEB SITE
5.1 We hereby grant to you a limited, personal, non-exclusive and revocable licence to access and use the Website and a non–exclusive right to create a hyperlink to www.cpcplus.co.uk only. This licence does not extend to the right to modify or download (other than necessary for normal page caching and use) the Website, or any portion of it, except with our written express consent. This licence does not include any collection and use of substantial portions of the listings or databases for the commercial purpose of resubmission to third parties, nor does it include any substantial downloading or copying of buyer and/or bidder account information. You shall not use the Website in conjunction with data mining tools or similar extraction and data gathering tools. You shall not create and/or publish your own database that features substantial parts of the Website, or the contents of the Website, without our express written consent. You shall not use the content of the Website as source marketing material or contact data for any kind of telemarketing, direct marketing, viral or other electronic marketing activity on your own behalf, or for the benefit of another party. 5.2 You agree to inform us within a reasonable period of any changes to the information that you provided when registering. 5.3 You agree to accept responsibility for: 5.3.1 all activities that occur under your account or password; 5.3.2 for maintaining the confidentiality of your account and password; and 5.3.3 for restricting access to your computer to prevent unauthorised access to your account. 5.4 You should inform us if you have any reason to believe that your password has become known to anyone else other than your authorised agents, or if the password is being, or is likely to be, used in an unauthorised manner. 5.5 We reserve the right to refuse access to the services, terminate accounts, and remove or edit content at our discretion. 5.6 You shall make no attempt to examine, copy, alter, reverse engineer, disassemble or tamper with the Website or any software used to operate or access the Website or any part of it (save insofar as copying, altering, reverse engineering, disassembly or tampering cannot by law be prohibited).5.7 You shall follow our any code of conduct [hyperlink] that we publish on the Website at all times whilst accessing and using the Website.5.8 You shall at all times whilst accessing and using the Website comply with generally accepted principles of internet usage (whether governed by the laws of any jurisdiction or not) including::5.8.1 refraining from knowingly sending “spam” mail (i.e. unsolicited mass communications), and taking all reasonable commercial steps to avoid doing so unknowingly;5.8.2 never knowingly sending mail bombs, worms, Trojan horses, viruses or other disruptive programs or devices, and taking all reasonable commercial steps to avoid doing so unknowingly;5.8.3 never pirating or otherwise illegally copying or using software or other proprietary material;5.8.4 never violating the security of any website or engaging in unauthorised decryption of protected material.
6 CONTENT COMPLAINT
6.1 The Website may include links to third party websites from time to time. You acknowledge and agree that we will not be responsible or liable for the availability, content or services available from such third party sites. 6.2 You understand that the Website operates on a "takedown upon receipt of notice" system and that it is not possible for us to be aware of the contents of each opportunity. 6.3 If you believe that any content on the Website contains a defamatory statement, or if you believe that your own trademark, copyright or other intellectual property rights are being infringed in any way, please contact us at support@cpcplus.co.uk. We will use reasonable endeavours to respond within a reasonable time.
7 WEBSITE AVAILABILITY
7.1 We cannot guarantee that the availability of the Website will be uninterrupted, and that Website, alerts, and /or email transmissions will be fault free. Occasionally we will need to carry out essential repairs, maintenance and/or updating of the Website which may restrict your access or receipt of email and alerts. Your receipt of email and alerts are also dependant on third parties over which we have no control. 7.2 All materials, content and services provided by the Website are provided "as is", when available and without warranty of any kind. To the extent permissible by law, all implied warranties, conditions or other terms are excluded, whether implied by statute or otherwise. For the avoidance of doubt, we are do not warrant that the Website and/or the processes and procedures set out in it for public sector procurement complies with any legislation under any jurisdiction in the world, and it is your responsibility to satisfy yourself as to its legality prior to use.7.3 You can contact us by visiting www.cpcplus.co.uk or at support@cpcplus.co.uk
8 FEES AND TERMINATION
8.1 You agree to be enrolled as an annual subscriber to the cpcplus.co.uk service, plus any upgrade or additional services selected, for your subscription period which is for one year commencing from the date of receipt of your payment. 8.2 Subject to receipt of the appropriate payment specified on the Website for your class of user of the Website and service level purchased, you shall be entitled to receive the cpcplus.co.uk service and your subscription shall automatically renew on each anniversary of your initial subscription (along with your liability to pay for such annual subscriptions) until we receive a written request to terminate in accordance with the provisions of this clause 8. 8.3 Should you purchase any upgrade or additional services at a later date, you will be charged an initial pro rata fee, and thereafter the subscription will renew on the anniversary of your initial registration, this being the agreed renewal date for all subscriptions.8.4 The fees for the cpcplus.co.uk service and all upgrade or additional services are subject to VAT, which you agree to pay in full. 8.5 We reserve the right to increase the cost of the services we provide to you. In such instances you will receive at least 30 days notification of any such increase and the new fee will be applicable from your next renewal date. Should you not wish to continue receiving these services at the increased cost from your next renewal date, you may serve notice on us to terminate under Clause 8.8.8.6 While under normal circumstances all fees due will be payable at the time of subscription, should we allow you to pay following receipt of invoice, such sums due will be payable within 30 days. We reserve the right to charge you interest on overdue accounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 8.7 Should you wish to terminate your subscription, you are required to provide notification in writing to CPC Plus, YHCPC, Don Valley House, Savile Street East, Sheffield, S4 7UQ. No responsibility can be accepted for termination notices lost or delayed in the post. 8.8 Your subscription will be terminated not more than 30 days after receipt by us of your notice to terminate, but you will continue to be liable for all fees payable during the annual subscription period in which termination occurs. 8.9 We reserve the right to instantly terminate the contract between us, and/or suspend the service and/or seek damages should you fail to comply with these Terms and Conditions.
9 LIMITATION OF LIABILITY
9.1 Notwithstanding any other provision in these Terms and Conditions, our liability for fraud, fraudulent misrepresentation, or for death or personal injury resulting from our negligence or the negligence of its employees shall not be limited.9.2 Subject to Clauses 9.1 and 9.3 our aggregate liability under or arising out of or in connection with this Agreement whether in contract, tort (including but not limited to negligence) or otherwise shall not exceed, in respect of all breaches or other events, acts and/or omissions occurring in any year, in aggregate, the sum of all payments you have made to us in respect of your use of this Website during that year;9.3 Subject to Clause 9.1 we shall not in any circumstances be liable to you under these Terms and Conditions, or in connection with the Website and/or your use of it, in respect of any:9.3.1 loss of profits (whether direct or indirect); or9.3.2 loss of contracts; or 9.3.3 loss of revenue or goodwill; or 9.3.4 loss of anticipated business; or9.3.5 loss of anticipated savings; or9.3.6 type of special, indirect or consequential loss; or9.3.7 business interruption, or9.3.8 loss of or damage to business information or to any data
whether in contract, tort (including but not limited to negligence) or otherwise and whether or not suffered as a result of an action brought by a third party, even if such loss was reasonably foreseeable or we had been advised at any time of the possibility of the you incurring the same.
9.4 The limitations and exclusions of liability in these Terms and Conditions shall survive termination of the contract between us.
10 INDEMNITY
You agree to indemnify us in full and hold us and (as applicable) our affiliates, officers, directors, agents, employees and the NHS indemnified in full against all costs (including reasonable legal costs), claims, demands, and losses, suffered or incurred by us and (as applicable) our affiliates, officers, directors, agents, employees and the NHS due to or arising out of your breach of these Terms and Conditions (including the documents incorporated by reference), or by your violation of the law, or of the rights (including but not limited to the intellectual property rights) of a third party.
11 GENERAL
11.1 We shall process your content and other information that you submit to us in accordance with our Data Protection Policy, a copy of which is available at http://www.cpcplus.co.uk/data-protection. On occasion we may wish to send you information about our other NHS services. We may also wish to send you information about our other services or those of third parties, however we will only send you such information where we have your consent.11.2 You consent to the transfer, novation and/or assignment of this agreement and/or the provision of the cpcplus.co.uk services from us to any third party which is a part of the NHS, of whom we may notify you at any time. You may not transfer, novate and/or assign the benefit of this agreement to any third party without our prior consent.11.3 We reserve the right to make alteration and amendments to the Website, policies and these terms at any time. 11.4 If any wording in any provision of these Terms and Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remainder of such provision and the remaining provisions of these Terms and Conditions shall continue in full force and effect.11.5 We will not be liable or deemed to be in breach of these Terms and Conditions if any delay or failure was due to any cause beyond our reasonable control. 11.6 If we fail to exercise any term of, or right arising pursuant to, these Terms and Conditions, this shall not be construed as a waiver of such term or right, and shall not affect our right later to enforce or exercise it. Any express waiver of breach of these Terms and Conditions shall not be deemed to be a waiver of any subsequent breach. 11.7 A person who is not party to these Terms and Conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms and Conditions, but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. 11.8 These Terms and Conditions, together with the documents incorporated by reference, constitute the entire agreement and understanding between you and us in respect of the matters dealt within them and supersedes, cancels and nullifies any previous agreement relating to such matters between you and us. 11.9 You consent, for contractual purposes, to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. This condition does not affect your statutory rights. With the exception of termination notices pursuant to clause 8.7 above, and unless otherwise explicitly stated, notices to us must be sent by registered post to CPC Plus, YHCPC, Don Valley House, Savile Street East, Sheffield, S4 7UQ. 11.10 These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales. You agree with us to submit to the exclusive jurisdiction of the English courts. On confirming that you have read and understood these terms, you are confirming that you accept these terms and are authorised to agree to these terms on behalf of your organisation