VITACCESS LOCALIZATION TERMS OF SERVICE

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These are the terms on which Vitaccess Limited ("Vitaccess") provides its localization services. Vitaccess Limited is a company registered in England and Wales with company number 10642948 and registered office at The Oxford Centre For Innovation, New Road, Oxford, OX1 1BY, UK.

1.  DEFINITIONS

1.1. In these terms, the following definitions apply:

"Agreement": the agreement between Vitaccess and the Client for the provision of Services, comprising these terms of service, the Order and the Service Description.

"Client":  the recipient of the Services, as specified in the Order.

"Client Materials": the Client's documents, texts and materials to be translated or adapted as part of the Services.

"Deliverables": deliverables of the Services as specified in the Order, including any translations or adaptations of the Client Materials.

"Fees": the fees payable by the Client to Vitaccess for the Services, as specified or described in the Order, or as subsequently agreed between the parties.

The term "including" shall be interpreted as meaning "including, without limitation".

"Order": a written order containing details of the services to be provided by Vitaccess to the Client and the associated fees (or fee quotation, as applicable).

"Services": specific Vitaccess localization services specified in the Order.

"Service Description": a general description of Vitaccess localization services in the medical and life sciences sector, as provided or referred to in the Order.

2. PROVISION OF SERVICES

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2.1. Vitaccess will provide the Services to the Client.

2.2. The Agreement will come into force when Vitaccess accepts the Client's request for Services in accordance with an Order and, subject to clauses 7 and 8.6, shall continue until completion or termination of all Services under an Order. For the avoidance of doubt, whilst quotations are generally valid for 30 days, Vitaccess is not obliged to provide Services described in a quotation unless and until an Order is requested and accepted in accordance with this clause 2.2.

2.3. Vitaccess will:

(a) provide the Services using reasonable skill and care, and in accordance with good industry practice (including, where appropriate, in alignment with ISO17100);

(b) provide the Services substantially in accordance with the Service Description; and

(c) use reasonable endeavours to meet any delivery dates for Deliverables as specified in the Order. Timing shall not be of the essence for delivery of the Deliverables. Circumstances in which delivery may be delayed include if the Client is late in providing the Client Materials or other required information, late in reviewing draft Deliverables (where applicable), late in payment of any Fees, or if the scope of Services or the Client Materials are changed.

2.4. Deliverables shall be delivered in the format and using the method specified in the Order or Service Description or, in default of such specification, in a commonly used electronic format.

2.5. Without prejudice to clause 9.2, Vitaccess may use sub-contractors and third party software to perform and deliver the Services.

2.6. The Client shall check each Deliverable promptly upon receipt, and shall notify Vitaccess of any error (meaning an error which does not meet the requirements of the Order or this Agreement arising from the fault of Vitaccess) of which it is aware within five days of such receipt (or such other period as may be specified in the Order). Vitaccess shall correct any such error as soon as is reasonably practicable. Such correction shall be the exclusive remedy for the Client from Vitaccess in relation to any error of which the Client is aware or should reasonably be aware within such period.

3. FEES AND PAYMENT

3.1. In consideration of the supply of the Services, the Client shall pay to Vitaccess the Fees. 

3.2. Fees may exceed quotations specified in an Order (or subsequently agreed) if:

(a) the Client makes changes to the Client Materials or the scope of the Services; or

(b) the information provided by the Client on which such quotations are based is inaccurate or incomplete.

3.3. Except to the extent otherwise specified in an Order:

(a) Vitaccess will send the Client invoices for the Fees in pounds sterling in accordance with the payment schedule within the Order;

(b) the Client will settle such invoices in pounds sterling, and acknowledges that payment is due within 30 days (unless otherwise specified in the Order)]; and

(c) interest may be charged on late payments at a rate per annum of 4% above the base rate of Barclays Bank in force at the time.

3.4. Should the Client request that Vitaccess stop providing the Services following commencement but prior to delivery of the Deliverables, Fees shall remain payable for Services performed and costs incurred by Vitaccess prior to stopping the Services (subject to clause 8.6 and any rights of the Client upon termination by the Client under clause 7).

3.5. In addition to the Fees, the Client shall reimburse Vitaccess for reasonable expenses incurred in the provision of the Services, including such expenses as may be detailed in the Order.

3.6. The Client shall pay value added tax (or equivalent taxes in any jurisdiction), where applicable, in addition to the Fees and expenses.

4. CLIENT'S OBLIGATIONS

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4.1. The Client warrants that it is entering into the Agreement to receive Services in the course of its business, craft, trade or profession.

4.2. The Client:

(a) shall promptly provide Vitaccess with appropriate copies of the Client Materials, and is responsible for the accuracy and quality of the Client Materials;

(b) shall ensure that the Client Materials do not include any unlawful content, and that it has appropriate rights to provide the Client Materials to Vitaccess to use for the purpose of the Services (including rights to adaptation under intellectual property laws); and

(c) is responsible for the appropriateness and lawfulness of the Deliverables for their intended purpose and use in any jurisdiction.

4.3. The Client agrees that the Deliverables are not intended to be relied upon for the purpose of any individual's health, and it shall not use the Deliverables in such a way that inaccuracies may have an adverse health impact on any individual. In particular, but without limitation, the Services are not intended to be used for the following:

(a) drug labelling and associated works;

(b) pharmacovigilance and safety reporting;

(c) collection/tracking/sharing safety data from sites; nor

(d) SAE or SUSARs (serious unexpected serious adverse reaction).

Vitaccess is not liable for any loss or damage suffered by the Client or any other party arising from any such reliance or use. 

4.4. The Client shall promptly provide Vitaccess with any information and assistance which it reasonably requires in order to perform the Services or check the Client's compliance with these terms, and shall promptly notify Vitaccess should it become aware of any breach of these terms.

4.5. The Client shall indemnify Vitaccess against any losses, expenses or liability which it suffers as a result of the Client's breach of this clause 4.

5. INTELLECTUAL PROPERTY RIGHTS

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5.1. The Client grants Vitaccess a non-exclusive licence (with the right to sub-license) to use the Client Materials to the extent required for providing the Services under the Agreement including the right to copy and make adaptations of the Client Materials.

5.2. The Client acknowledges that, without prejudice to the Client's intellectual property rights in the Client Materials, additional copyright and intellectual property rights in the Deliverables belong to Vitaccess (and its licensors, where applicable), and all rights not expressly granted to the Client are reserved to Vitaccess (and its licensors, where applicable).

5.3. Subject to payment of the Fees, Vitaccess grants the Client a non-exclusive, transferable, perpetual, worldwide licence (with the right to sub-license) to use (including to copy and adapt) the Deliverables to the extent required to receive the benefit of the Services as envisaged by the Agreement.

5.4. Vitaccess shall not be liable for:

(a) any amendments or adaptations made to a Deliverable (nor for any consequences arising from such amendments); nor

(b) any use to which a Deliverable is put beyond the intended benefit of the Services, by the Client or its sub-licensees.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1. Each party shall take reasonable steps to ensure that all information of a confidential nature provided by the other party under or in relation to the Agreement is kept confidential and secure from misuse. For the avoidance of doubt, this clause 6.1 does not prevent Vitaccess sharing information with other parties in accordance with clauses 2.5 and 9.2.

6.2. The Client shall promptly inform Vitaccess if any of the Client Materials contain any personal data, so that the parties may agree appropriate additional data protection terms in relation to the Services.

6.3. Subject to its compliance with clauses 2.3 and 6.1, Vitaccess shall not be liable to the Client for loss or damage to Client Materials, and may delete any or all Client Materials from its systems after six months following completion or termination of the relevant Services.

6.4. During the course of and following termination of the Services and the Agreement, Vitaccess may process and retain such records relating to the Services and the Agreement (including names and business details of individual Client contacts) as it may reasonably require for legitimate business purposes, including:

(a) to provide the Services and maintain records of the Services;

(b) to manage its relationship with the Client, including for communications, invoicing and payment; and

(c) to comply with its legal obligations and requirements of any relevant certifications (such as ISO standards), and to exercise or defend its legal rights, including reviewing and enforcing compliance with the Agreement, and exercising its intellectual property rights.

Such records may be stored and processed by Vitaccess and its sub-contractors within or outside of the UK and the European Union.

7. TERMINATION

7.1. Either party may, by notice to the other party, terminate the provision of Services and the Agreement with immediate effect if the other party is in material breach of the Agreement and, in relation to a material breach capable of remedy, fails to remedy such breach within 30 days of notice of it. Failure to pay any Fees within 30 days of their due date shall be deemed a material breach of Agreement.

7.2. All provisions of the Agreement which by their nature are intended to continue shall survive termination, including terms relating to limitations of liability, indemnity, confidentiality, records retention and ongoing intellectual property rights.

7.3. Termination of the Agreement or any Services shall not affect accrued rights and liabilities of either party up to the date of termination, including the Client's obligations to pay Fees for Services undertaken, or which are otherwise due under the Agreement.

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8. ADDITIONAL LIABILITY LIMITATIONS

8.1. Neither party excludes or limits any liability for fraud or for death or personal injury caused by negligence, or other liability which cannot lawfully be excluded, and the other provisions of the Agreement are subject to this clause 8.1.

8.2. Save as expressly set out in the Agreement, Vitaccess makes no representations or warranties relating to the Services or the Deliverables (including fitness for any particular purpose), and all conditions and warranties implied by law are excluded to the maximum extent permitted by law.

8.3. Vitaccess shall not be liable for:

(a) any loss of business, customers, profits or savings; nor

(b) any indirect, consequential or economic loss or damage (including any such loss or damage within (a) or any such loss or damage to data or information),

arising in relation to the Agreement and whether caused by tort (including negligence), breach of contract or otherwise, and even if foreseeable.

8.4. [Vitaccess's total liability to the Client in relation to any claim or series of related claims arising in relation to the Services and the Agreement shall not exceed 50% of the Fees paid in relation to such Services.]

8.5. Vitaccess shall not be liable to the Client for any breach or non-performance of its obligations resulting from causes beyond its reasonable control. Either party may terminate the Agreement if Vitaccess is so prevented from performing its obligations for more than 30 consecutive days, in which case Vitaccess shall refund to the Client a reasonable proportion of Fees paid in advance for Services not yet performed.

9. GENERAL

9.1. Subject to clauses 5 and 9.2, neither party may transfer, assign, sub-contract nor sub-license any rights or obligations under the Agreement to any person without the prior written consent of the other party.

9.2. Vitaccess may, without the Client's consent: (a) sub-contract performance of the Services or any of its obligations under the Agreement to any third party and sub-license associated rights; and/or (b) upon notice to the Customer, transfer or assign all or any of its rights or obligations under the Agreement to any group company, or purchaser of its company and/or all or part of its business.

9.3. The Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, negotiations and discussions between the parties relating to the same.

9.4. Notices to be given under the Agreement shall be made in writing and sent by prepaid first class post, delivered by hand or sent by email, to the address or email address (as applicable) specified in the Order, or otherwise provided by notice to the other party from time to time.

9.5. If there is any inconsistency between these terms of service, the Order and/or the Service Description, these terms shall prevail, followed by the Order, followed by the Service Description.

9.6. No provision of the Agreement is intended to be enforceable by anyone other than the Client and Vitaccess.

9.7. Failure or delay by either party to exercise any right or remedy under the Agreement does not constitute a waiver of that right or remedy. 

9.8. No amendments to the Agreement shall be valid unless agreed in writing by both parties.

9.9. The parties shall consult with each other in good faith to seek to agree any change to the scope of Services or Client Materials as may be reasonably requested by either party in writing, and any consequential amendments to delivery dates, Fees and/or other terms of the Agreement.

9.10. If any provision of the Agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force, and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal, whilst maintaining or giving effect to its commercial intention.

9.11. The Agreement is governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to hear any disputes arising in connection with it.