Terms and Conditions Unilabs Academy For Business

Definitions.

“Academy” means Unilabs Academy Website available at the following URL: www.academy.unilabs.com, including all related domains and subdomains where Services are delivered on-line.

“Affiliate” means any entity which controls, is controlled by, or is under common control with a Party, where "Control" and derivative terms mean the direct or indirect (i) ownership in a company of fifty (50) percent or more of the voting rights, (ii) power to determine the composition of a majority of a company's board of directors or similar management body or (iii) power to otherwise direct the management of a company.

“You” or “Your” means the business and the user through a business accessing or using the Academy for the Services provided on the Academy.

“Company” means European Telemedicine Clinic S.L., with the address c/Marina 16-18, 21st floor, E-08005 Barcelona, Spain, tax identification number ESB62799689, and/or its Affiliate(s).

“Customer Data” means any content, documents, materials, data and information that You or Your users enter into the Service, including but not limited to any personal data and information contained in documents. Customer Data does not include any component of the Service and / or the Academy and any material provided by Us.

“Laws” means (a) all constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (b) all judgments, orders, writs, injunctions, decisions, rulings and decrees of any competent authority, (c) all policies, practices and guidelines of any competent authority which, although not actually having the force of law, are considered by such authority as requiring compliance as if having the force of law, and (d) all industry guidelines, policies, codes of practice and standards relating to, or having jurisdiction over any amendment of all of the above.

“Parties” means You and Company, and “Party” means You or Company, as applicable.

“Permitted Use” means the scope of the Services as set out in these Terms and Conditions and/or: i) available registration forms; ii) available information made attached to the Services; iii) otherwise agreed in written between Company and You.

“Personal Data” shall have the meaning given to it in the applicable Data Protection Regulation, where "Data Protection Regulation" means any data protection or privacy law and regulation, including the UK Data Protection Act of 2018.

“Price” means the amount indicated on the Academy for specific trainings and /or memberships.

“Services” means any services available on the Academy, including but not limited to specialised medical education through various delivery methods, including: fellowship programmes (live online and onsite), Simulators and on demand e-training.

“Terms and Conditions” means these terms and conditions, as they may change from time to time

2. Acceptance of the Terms and Conditions.

2.1. By using the Academy, You represent You have read and agreed to be bound by these Terms and Conditions, as well as Laws, rules, policies, and any additional terms referred to herein. If You disagree with any part of these Terms and Conditions, You cannot access or otherwise use the Academy in any manner. 2.2. Together with the Privacy Policy, these Terms and Conditions represent the entire agreement between You and Company in relation to the use of the Academy, the related applications and/or use of Services and supersedes all negotiations, representations or agreements, written or oral, with the same purpose.

3. Eligibility. By using the Website, the related applications and/or the Services, You represent and warrant that You are eligible, You have the right, authority, and capacity to enter into and be governed by the Terms and Conditions in respect of the Services being offered by Company and to abide by all of the terms and conditions set forth herein. In particular:

i. You accept financial responsibility for all transactions made under Your name or Account. ii. You are over 18 years of age or have the legal capacity to enter into a contract in Your jurisdiction. iii. You have all necessary authorizations, permissions, consents, approvals and legal rights to provide the Customer Data for use by Company and storage on the Academy; iv. You represent and warrant to Company that You will use the Academy in a manner consistent with all Laws; and v. You must not have been disabled as a user of the Academy for violation of Laws or the Terms and Conditions in the past.

4. Academy Registration and Account Specifications.

4.1. To purchase Services offered on the Academy, You must register and create a user account on the Academy ("Account"). Your access to Your Account is secured by the following credentials:

user e-mail; and
user password

These credentials make up the login information related to the user Account.

4.2. You are responsible to protect your login data and comply with the basic security principles applicable to the use of information systems including but not limited to, avoiding to log in to the Account via "public computers", using more complex passwords (consisting at least of a combination of upper and lower case letters and numbers), changing your password regularly, not using the same password for other websites and applications, avoiding to write down Your password on paper or in any other way which could lead to password detection and misuse, and after termination of activity logging out of the user Account.

4.3. Your Account must be strictly personal, accessible only by You. In order to ensure the confidentiality of electronic communication and to protect data and information, You are obliged to maintain the confidentiality of the information necessary to access Your Account and You are not entitled to allow any third-parties to use the Account. You are fully responsible and liable against third parties and the Company for all activities that occur under Your Account. You agree to immediately notify Company of any unauthorized use or suspected unauthorized use of Your Account or any other breach of security.

4.4. You warrant that all information provided by You, whether concerning Yourself or others, shall be true and accurate. In the event of any change in the data provided by You, you shall update Your information without any undue delay by entering a request to change the data in the Account settings

4.5. You represent and warrant that all Customer Data, its collection and use by You in relation with the Services comply with Laws. In particular You shall ensure that You have obtained and maintain at all times all necessary authorisations, permissions, consents, approvals and legal rights to provide the Customer Data for use by Company and storage in the Service.

4.6. Upon completion of the registration process, You will be entitled to purchase the Services offered by Company.

5. Account suspension and Termination.

5.1. You may terminate Your Account and the Services at any time by contacting academy.info@telemedicineclinic.com. Upon termination, Company will delete Your data in accordance with Company Privacy Policy.

5.2. In the event the Company reasonably and in good faith considers that You are in breach of any obligations of the Term and Conditions, Company may suspend Your access. Suspension may also occur if the Company reasonably and in good faith determines that You have not used the Service for more than 90 days. In such a case, You may request reactivation of Your Account by contacting the Company's call center.

5.3. Company may terminate Your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including but not limited to Your breach of these Terms and Conditions, if You have ceased activity as a healthcare provider for any reason including but not limited to have been suspended, debarred, or if 3 months have passed since Your request for cancellation of the Account.

5.4. Company will not be liable to You and/ or any third party for any loss or damage arising from any suspension or termination of the Account, nor will any refund be due as a result of the inability to access the Services.

6. Price and Payment.

6.1. The Price for the Services shall be the Price set out on the Academy. Notwithstanding the foregoing, Company may at any time without prior notice unless otherwise stated in these Terms and Conditions, change the Price of the Services.

6.2. Payment must be made in full, by way of debit or credit card or bank transfer (if this has been agreed in writing by the Parties) prior to access to the Services being granted.

6.3. You authorise Company to charge Your debit or credit card or process other means of payment for the fees. Company works with third party payment processing partners to offer You the most convenient payment methods and to keep Your payment information secure.

7. Services .

7.1. Company offers free membership on the Academy, which provides free access to a limited number of Services, which may be modified at Company's sole discretion at any time and it may be without notice.

7.2. Services may be purchased either on a one by one basis and/or through a premium membership.

7.3. Services are designed for and intended to be used by actively licensed medical professionals only.

7.4. By purchasing and/or using the Services you warrant that you are an actively licensed medical professional in your jurisdiction of practice and that you have a sufficient proficiency in the language in which the Services will be delivered.

7.5. You shall ensure that Your computer hardware meets the requirements necessary for the proper operation of the electronic transmission of data between You and Company via the Academy and the Services. If necessary, You shall upgrade your hardware and software at Your own expense and set up sufficient internet quality for the transmission of purchases and viewing of Services. Technical requirements for accessing content will be provided upon enrolment and You are responsible for:

Maintaining adequate internet connectivity; and
Installing required software

7.6. Some Services may require physical attendance at a specified location. Should You attend such Services, You are entirely responsible for your own travel and accommodation, arrangements and costs including any visa requirements. Compliance with host institution policies and procedures as well as all Laws of the host country and your jurisdiction of practice is mandatory.

7.7. Company is not liable for any costs incurred relating to travel or accommodation arising from the cancellation of any Services, whether the cancellation is initiated by the Company or You. Therefore, Company strongly advises You to book flexible travel.

7.8. Company reserves the right, at its full discretion to modify the content of the Services, update the delivery method of Services, modify schedules as needed, cancel Services due to insufficient enrolment or mentor availability or replacement of the mentor. Should you have purchased Services that are substantially affected by any modification mentioned above, Company will provide You with reasonable notice.

8. Licenses. Company grants You a non-transferable, non-exclusive, revocable and limited license to access and use the Service solely within the scope of the Permitted Use.

9. Memberships.

9.1. Any membership purchase shall automatically renew for successive periods of the same duration unless earlier terminated by either Party in accordance with the provisions of this clause 9.

9.2. Company shall provide written notice of the upcoming renewal at least thirty (30) days prior to the renewal date.

9.3. You acknowledge that cancellation of the membership is not permitted at any time, except as outlined in Clause 10 of these Terms and Conditions.

9.4. You agree that the membership fee for each renewal period shall be charged to the payment method provided, unless You notify the Company in writing prior to the renewal date of Your intention to cancel the membership.

9.5. In the event of a change in the membership fee, Company shall notify You in writing at least thirty (30) days prior to the renewal date, and You will have the option to terminate the membership prior to the new term commencing.

9.6. Upon termination or expiration of the membership, all outstanding fees, including any applicable renewal charges, shall remain payable by You to Company in accordance with these Terms and Conditions.

9.7. Any other rights or obligations of the Parties with respect to the membership shall remain in full force and effect during the term of the membership, except where expressly stated otherwise in these Terms and Conditions.

10. Cancellation of Services

10.1. You have the right to cancel the purchase of Services or memberships within 14 calendar days ("Cooling-Off Period") from the date of purchase, provided You have not started to use the Services. To exercise this right, You must notify Company in writing by sending an email to academy.info@telemedicineclinic.com. If You cancel within the Cooling-Off Periodand have not used the Services, You will be entitled to a full refund. Please note that if You have already accessed or used any part of the Services during the Cooling-Off Period, this right to cancel will no longer apply.

10.2. In the event You purchased an onsite fellowship and You subsequently cancel Your participation, you shall (1) be entitled to a full refund provided the cancellation is made more than six (6) weeks prior to the first day of the fellowship, or (2) providing the cancellation is made more than 24 hours before the start of the fellowship, have the option to transfer the paid registration fees into a credit to be used on a future fellowship or on any other Services offered on the Academy by Company.

10.3. Should Company have to cancel a fellowship due to unforeseen circumstances, You shall have the option to receive either (1) a full refund of the registration fee or (2) have the option to transfer the paid registration fees into a credit to be used on a future fellowship or on any other Services offered on the Academy by Company.

11. Misuse of Services When accessing the Academy or using the Services You shall not, and shall ensure that no other party under Your control or direction shall, knowingly:

misuse the Academy or Services to transmit or distribute viruses or other harmful materials that may cause technical damage or any other harm;
attempt to gain unauthorised access to the Services or any server or database connected to the Services;
collect any information through automated means without the Company's express written consent;
sell, sublicense, distribute, or grant access to the Services to any third party who is not authorised by the Company;
reverse engineer, decompile, or otherwise attempt to access the source code of the Services;
copy, modify, create derivative works of, or remove proprietary notices from the Services;
conduct any security or vulnerability testing, interfere with the operation of the Academy or Services, or circumvent any access restrictions in place;
use the Services to develop a competing product or service.

12. Indemnification. You agree to indemnify and hold harmless Company, its Affiliate's, and their respective officers, agents, employees, representatives, and contractors from and against any claims, losses, or liabilities arising from (i) Your use of any data, content, materials, or analysis provided by Company in violation of these Terms and Conditions; (ii) Customer Data; or (iii) any unauthorised use of or access to the Services.

13. Liability.

13.1. THE SERVICES ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KINDEXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY HEREIN AND TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW OR USAGE) RELATED TO THE SERVICES ARE DISCLAIMED AND EXCLUDED UNLESS THE EXCLUSION OF ANY SUCH WARRANTIES WOULD CONTRAVENE APPLICABLE LAW OR CAUSE ANY PART OF THESE TERMS OF USE TO BE VOID. THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF COMPANY HEREUNDER ARE EXCLUSIVE. COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. COMPANY MAKES NO WARRANTIES REGARDING, AND DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF THIRD PARTIES, ANY MATERIALS PROVIDED BY THIRD PARTY LICENSORS, HOSTS OR PARTNERS, ARRANGEMENTS WITH THIRD PARTIES, OR USE OF THIRD-PARTY SITES, SYSTEMS OR SERVICES.

13.2. To the extent permitted by law and with the exception of fraud, gross negligence or wilful misconduct, Company's liability to You for any claims arising out of, related to, or connected in any way with the use of the Academy or the Services, under any theory of liability, any implied warranties, or for any negligence or other wrongdoing is limited to refunding the total fee actually paid by You for the Services that are the subject of the claim .

13.3. To the extent permitted by law, Company shall under no circumstances be liable, in any manner whatsoever, for any indirect, special, incidental, punitive or consequential loss or damage, including but not limited to costs of recovery or loss of business, data, revenue, profits, interest, opportunity, image or customers, suffered by You or any third party however caused and based on any theory of liability including but not limited to, breach of contract, tort (including negligence) or violation of statute, whether or not Company has been advised of the possibility of such damages.

14. Intellectual Property.

14.1. The Academy and its content, including but not limited to the trademark, logo, copyright, design, layout, typography, underlying HTML, Java scripts, text, audio clips, video clips and graphics, and the expression of the information contained herein, whether as a compilation or otherwise is protected by relevant intellectual property laws and vests with the Company.

14.2. No right to license whatsoever, either express or implied, is granted to You with respect to any intellectual property now or hereafter owned or controlled by Company, and under no circumstances shall You have any rights in or to the Services or any Company system except for (as applicable) a limited license for use as provided in clause 8 in relation with the Services.

14.3. You shall not (i) use Services, in any manner which may cause harm to the Company's reputation and/or its business; or (ii) use Company's or its Affiliate's names, trademarks, or logos for which Company or its Affiliate retains the intellectual property rights, for whatever purposes and in any territory.

14.4. You shall retain intact and shall not modify or remove any of Company's, its Affiliate's or its accreditation bodies', licensors', or providers' trademarks, service marks, logos, copyright and/or trademarks designators or makings, or other ownership indicators from any reports or other report forms, display screens, printout pages, or other forms of retrieved data or displays of any system.

14.5. Company, its Affiliate and/or its third-party providers and licensors, shall at all times retain ownership of all rights, title and interest in and to all intellectual property relating to the applications, systems and all enhancements, revisions, updates, modifications, supplements, interim works and derivative works thereto.

15. Data Privacy.

15.1. Subject to these Terms and Conditions, Company will access and use Customer Data solely to provide and maintain the Academy, Services and related support under the Terms and Conditions ("Use of Customer Data"). Use of Customer Data includes sharing Customer Data as You direct through the Academy and/or Services and may include personal data as defined in applicable Laws.

15.2. Company shall implement, maintain and use appropriate technical and organisational measures designed to prevent unauthorised access, use, alternation or disclosure of Customer Data.

15.3. "APPENDIX I - INFORMATION NOTICE TO ACADEMY VISITORS AND USERS" to these Terms and Conditions are complementary to the information notices provided in Unilabs' Privacy Policy, that further outline how Company handles Your personal data and are available at the URL: [indicate].

16. Force Majeure. Subject to Laws, Company shall have no liability to You under these Terms and Conditions if it is prevented from or delayed in performing its obligations or delivering Services, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network or internet connection, act of God, war, riot, civil commotion, malicious damage, compliance with any Laws or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, cyber security incidents, fire, flood, storm, pandemic or default of suppliers or sub-contractors; provided that You are notified of such an event and its expected duration.

17. Ethics Compliance – Adherence to Client Ethical Standards. It is of paramount importance to Company that You adhere to the highest standards of Business Ethics.

You acknowledge that You have actual knowledge of Company's Third Party Code of Conduct (https://unilabs.com/third-party-code-of-conduct) available on its website ("Ethical Policies").

You agree that You will adhere to and notify any violations of the principles contained in Company Ethical Policies when carrying out any activity in connection with the Academy or Services.

Company may suspend Your Account at any time if it believes, in good faith, that You have breached any of the obligations You have undertaken under this clause. Company may also terminate Your Account immediately if it believes, in good faith, that You have committed a material breach to any of the obligations You have undertaken pursuant to this clause.

18. Publicity. You will not use Company's' or its Affiliates' names, logos or other indicia in any publicity or advertising, announcement, brochure, supplier list or website, without Company's prior written consent.

19. Governing Law- Dispute Resolution. These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales, without reference to conflict of law rules. Any disputes arising out of or relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the competent Court of England and Wales.

20. Modification of Terms. Company reserves the right to modify these Terms and Conditions at any time at Company's sole discretion. Continued use of the Academy and/or Services after such modifications constitutes Your acceptance of the updates to the Terms and Conditions.

21. No waiver – Severability - Survival. No failure of either Party to exercise, nor a delay in exercising, any right, power or remedy in connection with these Terms and Conditions shall operate as a waiver of such right, power or remedy. If any provision of the Terms and Conditions is held to be invalid or unenforceable, the other provisions will not be affected by such invalidity or unenforceability, and the rights and obligations of the Parties shall be construed as if the Terms and Conditions did not contain the particular provisions held to be invalid or unenforceable. All provisions of the Terms and Conditions that by their nature should survive termination or cancellation, including without limitation those regarding indemnification, confidentiality, and warranties will survive any termination or cancellation of the Account.