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1. Definitions and Interpretation

1.1: In these Terms, the following words and phrases shall have the following meanings, unless the context requires otherwise:

"Charges" means the subscription fee payable by You for the use of the Website.

"Contract" means a contract between Samarind and You for the use of the Website, incorporating these Terms.

"Intellectual Property Rights" means any copyright, database right, design right, trade mark, service mark, patent, rights in any invention, domain name, confidential information, know-how, business name, trade name, get-up, trade dress, right to sue for passing off or for unfair competition, and any other intellectual property rights whether applied for, registered or unregistered and all extensions, renewals and revivals thereof and existing anywhere in the world;

"Samarind" means Samarind Limited.

"Terms" means the terms and conditions applicable to the use of the Website.

"Users" , as well as "You" or "Your" refers to subscribers to the Website.

"Website" means the website at www.samarindrms.com provided by Samarind together with all services related thereto provided to You by Samarind in accordance with these Terms and with the characteristics and features described in clause 2.2 of these Terms and on the Website, as subject to change from time to time and for the avoidance of doubt, 'use' of the Website includes the receipt and/or use by You of all such services.
1.2: Please read these Terms carefully. Your use of the Website and any information You provide to, or which is provided from, the Website will be subject to these Terms. You must acknowledge Your acceptance of the Terms by clicking an "I Agree" button.
1.3: If You do not wish to be bound by these Terms, do not use the Website.
1.4: Nothing in these Terms shall operate as a statutory approval, consent or licence from any regulatory authority.
1.5: The Website is only intended for use by Users who are business customers and not consumers and these Terms apply only to Users who are business customers. A User is a business customer if the User uses the Website for the purposes of the User's business, trade or profession, rather than for private use. All others are consumers and if You are a consumer, You should not use the Website.

2. The Website, the Contract and Payment of the Charges

2.1: The Website is owned and operated by Samarind.
2.2: The use of the Website is provided by Samarind to You in return for payment of the Charges, in order to facilitate the lifecycle management of pharmaceutical products by Users by providing a data input, tracking and notification service and by optionally permitting electronic pharmaceutical licence applications (eCTD) to be created and submitted to the appropriate regulatory authorities by separate means.
2.3: You shall be solely responsible for Your use of the Website and for ensuring that Your use of the Website is not prevented by and does not contravene any relevant national laws, particularly since any liability incurred by You for payment of the Charges shall be unaffected by any such illegality as aforesaid. You agree to comply with all local rules regarding online conduct and acceptable content; specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which You reside.
2.4: Without limiting the generality of clause 2.3, You shall be solely responsible for complying with the particular requirements of any regulatory authority and Samarind shall not under any circumstances be responsible for any failure to comply with any such requirements.
2.5: A Contract shall come into existence upon Samarind's acceptance of Your payment of the Charges. Nothing in these Terms shall oblige Samarind to accept any payment from You. Where You attempt to make payment by credit or debit card but Your attempt is rejected, Samarind will send You three reminders by email and prompt You when You next log on; if You are thereafter unable to make payment with a valid credit or debit card, You will not be able to use the Website, Samarind will terminate Your existing account (if any) and any and all of Your data retained by Samarind will be deleted within 3 months pursuant to clause 12.6.
2.6: Unless Samarind agrees in writing in advance to accept payment by any other method, payment of the Charges must be made by credit or debit card. Samarind accepts payment with UK Visa Debit, UK Visa Electron, Visa Credit, Mastercard Debit, Mastercard Credit, UK Maestro, Solo, JCB and International Maestro.
2.7: Payment by credit/debit card must be made monthly in advance, although You may opt to pay the Charges by credit/debit card annually in advance in order to take advantage of a reduced monthly rate.
2.8: You may terminate the Contract at any time by following the instructions provided at the payment gateway, but no refund of all or part of the Charges shall be given for the month during which termination is effected, nor shall any refund be given for any month or months prior to the month in which termination is effected.
2.9: If You have opted to pay the Charges by credit/debit card annually in advance and you choose to terminate the Contract, Samarind shall refund any Charges paid by You for the period beginning from the first month following the month in which termination is effected up to the end of the period of 12 months for which payment of the Charges has been made, LESS any reduction in the Charges below the monthly rate for the period up to and including the last day of the month in which termination is effected.
2.10: Where Samarind agrees to accept payment of the Charges from You other than by credit/debit card pursuant to clause 2.6 then, (without prejudice to clause 2.5 and in relation only to those instances where Samarind agrees to accept payment other than by credit/debit card as aforesaid, a Contract shall come into existence upon Samarind's receipt of cleared funds from You) and You agree to pay Samarind the Charges in accordance with any method for payment stipulated by Samarind and in accordance with the terms for payment set out in any invoice Samarind sends to You.
2.11: The Charges are inclusive of VAT at the applicable rate.
2.12: Where Samarind agrees to accept payment of the Charges from You other than by credit/debit card pursuant to clause 2.6, You may terminate the Contract at any time by providing written notice of termination to Samarind, but any refund (if any) shall only be granted pursuant to the terms set out in clause 2.8 (where monthly payment has been agreed) or in clause 2.9 (where annual payment has been agreed).

3. What You are allowed to do

3.1

You may only use the Website in accordance with these Terms.

3.2

You must only use the Website and anything available from the Website for lawful purposes, and You must comply with all applicable laws, statutes and regulations and in a manner that does not infringe the rights of Samarind or any third party or restrict or inhibit the use and enjoyment of the Website by Samarind or any third party.

3.3

You may:

browse the Website using a compatible web browser. Permission to browse the Website includes permission to make transient or cached copies of parts of the Website to the extent that this occurs in the normal course of using Your browser and that these copies are used only to facilitate current or subsequent access to the Website by You;
print a copy of or download any page of the Website, in each case, only for Your internal business purposes, provided that You do not do any of the things set out under "What You are not allowed to do"; and
use the Website to input any data which you are permitted or required to submit, subject always to the requirements of clause 6.1.

4. What You are not allowed to do

4.1

Except to the extent expressly set out in these Terms, You are not allowed to make any copies of any part of the Website.

4.2

You may not:

remove, change, publish or sell anything on the Website, including making it available on any other website;
include or create links to or from the Website, save for any links to the Website from an internal website (or intranet) or from any emails sent from Your email account;
copy or use any material from the Website for any commercial purpose unrelated to anything described in clause 2.2; or
remove or change any copyright, trade mark, logo or other Intellectual Property Rights notices contained in any material appearing on the Website, or copied from or printed off the Website;
attempt to decompile, reverse engineer or otherwise disassemble any part of the Website; or
reverse engineer, translate, copy, adapt or modify any software used in connection with any part of the Website.

4.3

You must not use the Website or any material on the Website to:

post, upload or otherwise transmit information or pictures that are obscene or pornographic, threatening, menacing, racist, offensive, defamatory or otherwise unlawful;
send spam, bulk email messages or bulk instant messages;
upload, post, email or transmit viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;
upload files that contain software or other materials in breach of any intellectual property rights or in breach of confidence;
download any file or materials posted by another User that You know or reasonably should know cannot be copied or otherwise used;
harass, stalk, threaten or otherwise violate the rights of others;
harm or threaten to cause harm to minors;
impersonate anyone else or otherwise misrepresent Your identity or status; or
hack into the Website or any other related computer system, make excessive traffic demands, deliver viruses or forward chain letters, surveys, contests, pyramid schemes or otherwise engage in any other behaviour that may reasonably be expected to inhibit other Users from using and enjoying the Website or any other site or damage or adversely affect the reputation of Samarind or any third party.

4.4

Where Your use of the Website involves any access to, or use of, any information about another individual, (including but not limited to any personal data, as that term is defined in the Data Protection Act 1998), You may only use that information strictly in connection with Your own use of the Website in accordance with these Terms. Without limiting the generality of the foregoing, You may not supply, sell or license any such information from the Website, or a copy of it, to any third party, nor may You contact any individual appearing on any database on the Website (otherwise than strictly in connection with Your own use of the Website in accordance with these Terms) and You must at all times comply with the Data Protection Act 1998 (and any analogous legislation in any other jurisdiction) and all subsequent legislation and regulations.

4.5

Any breach of this clause 4 shall entitle Samarind to terminate the Contract immediately, without prejudice to any other rights or remedies Samarind may have against You.

5. Monitoring

Samarind accepts no obligation to monitor the use of the Website. Samarind, however, reserves the right to disclose any information as required by law and/or to remove, refuse to post or to edit any information or materials, to block Your access and to take such other action as may be reasonably necessary to prevent any breach of these Terms or any breach of applicable law or regulation. Samarind will also in its absolute discretion fully co-operate with law enforcement and other relevant authorities with respect to any investigation of suspected unlawful activity or violation of network security.

6. Information

6.1

Where the Website permits or requires the User to submit information, You represent and warrant that:

6.1.1: all information which You submit is complete, true, accurate and not misleading nor a misrepresentation; and
6.1.2: You are lawfully entitled to provide the information and have all necessary consent and approvals to do so and there is no legal, regulatory, contractual or other restriction upon You providing that information; and
6.1.3: You shall fully and promptly indemnify Samarind and keep Samarind fully and promptly indemnified in relation to any and all claims, damages, loss, expenses, costs and disbursements suffered by Samarind as a result of any breach by You of any of the obligations set out in this clause.

6.2

Samarind cannot guarantee that the information You submit is secure.

7. Disclosure of Information

7.1

Subject to clauses 7.2 and 8, information which you input onto the Website will not be disclosed by Samarind to third parties for any purpose.

7.2

Notwithstanding clause 7.1, You consent to Samarind disclosing Your information, without any further notice to You, as follows:

where the disclosure is made for the purposes of maintaining the Website;
where the disclosure is made under and in accordance with any law, or any requirement, direction or instruction of a Court;
where the disclosure is made to prevent or investigate fraud, money laundering or any other unlawful activity;
where the disclosure is made in the course of legal proceedings; and
where the information is already in the public domain, except where that is due to a breach of these Terms.

8. Your Personal Information

8.1

Any personal information that You supply to Samarind will be processed in accordance with the Data Protection Act 1998. You agree that Samarind may use any personal information it holds about You in accordance with its Privacy Policy, as follows:

8.1.1: In order to access the services provided by Samarind, You will be asked to submit personal information about Yourself (e.g. name, address, and telephone number). Whenever You provide personal information, Samarind undertakes to treat that information in accordance with this Privacy Policy;
8.1.2: Samarind will principally use Your personal data in order to enable Samarind to administer the Website and Samarind will only hold personal data on its systems for a strictly limited period of time. For the most part, the time period will be set as a matter of internal policy and will be the minimum necessary for Samarind's use;
8.1.3: From time to time Samarind may wish to provide You with details of other services which may be of interest to You;
8.1.4: You have the right to request a copy of the personal data held about You by Samarind and to have any inaccuracies in that personal data corrected. Please use the on-line enquiry form; and
8.1.5: Samarind shares the general concern over the safety and security of personal information on the Internet and Samarind has implemented procedures to promote the safety and security of information it collects online. Samarind has implemented industry standard controls to try to ensure confidentiality; however, no data transmission over the Internet can be guaranteed to be 100% secure. Samarind cannot therefore guarantee that personal information will never be disclosed in ways not otherwise described in this Privacy Policy.

8.2

In the event that Samarind undergoes reorganisation or transfers the ownership and/or operation of the Website to someone else, You agree that any personal information Samarind holds about You may be transferred to that reorganised entity or third party.

9. Limited Access and Security

9.1: Your rights to access the secure parts of the Website are limited to the level of access You have been granted. You must not access or attempt to access any part of the Website to which You do not have express rights of access.
9.2: You will be issued with a User name and password. You will use the password only for access to those applicable pages of the Website and not for any other purpose.
9.3: You must keep Your password confidential at all times, and must not disclose the password or permit anyone else to use Your password or User name. You are responsible for the consequences, including financial consequences, of any failure by You to do so. Any breach of any of these Terms by anyone to whom You disclose the password will be treated as if the breach had been committed by You, and will not relieve You of Your obligations under these Terms.
9.4: You must notify Samarind immediately upon becoming aware of any unauthorised use of a User name or password or any other breach of security.
9.5: In the event of any failure or error in the operation of a password, You shall cease using the password, exit the Website immediately, and notify Samarind of such failure or error.
9.6: You shall cease to use and delete Your password from any of Your records upon expiry or termination of Your right to use the Website.
9.7: Samarind reserves the right to change Your password and User name at any time in its sole discretion.
9.8: You agree to notify Samarind promptly of any changes to Your User name and other registration details.

10. Rights

All Intellectual Property Rights in the Website (including but not limited to all software compilations and underlying source code) and in any material (including but not limited to design, text, photographs pictures, graphics and other images and sound) contained in the Website are either owned by Samarind or have been licensed to Samarind by the rights owner(s) of any relevant material so that Samarind can use this material as part of the Website. You are only allowed to use the Website and the material contained in the Website as set out in these Terms and You shall not, without limitation, acquire any Intellectual Property Rights in the Website or in any material contained in the Website.

11. Warranties, Disclaimers and Limitation of Liability

11.1: Samarind warrants that it shall use its reasonable endeavours to ensure that the Website accords with the description of the Website as set out in clause 2.2 of these Terms and on the Website, (as subject to change from time to time).
11.2: Nothing in these Terms shall act to exclude or limit Samarind's or Your liability for death or personal injury resulting from negligence, fraud or any other liability which may not by applicable law be excluded or limited.
11.3: Subject to clause 11.2, in no event shall Samarind be liable (whether for breach of contract, negligence or for any other reason) in connection with these Terms, the Contract or the Website for any loss of profits, exemplary or special damages, loss of sales, loss of revenue, loss of goodwill or reputation, loss of or any corruption to any software or data, loss of bargain, loss of opportunity, loss or loss of use of computer equipment, software or data, loss of or waste of management or other staff time, fines or penalties imposed by any regulatory authority or for any indirect, consequential or special loss, however arising.
11.4: Subject to clauses 11.2 and 11.3, Samarind's total maximum liability to You for all claims, actions, proceedings, losses, liabilities or costs (including legal expenses) sustained, incurred or suffered by You arising under or in connection with these Terms and the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited for all such claims in aggregate to an amount equal to one hundred per cent (100%) of the total Charges paid by You to Samarind under these Terms in the successive twelve (12) month period prior to the most recent claim.
11.5: You agree that Your use of the Website is on an "as is" and "as available" basis and that Your use of the Website is at Your sole risk. Samarind does not guarantee or warrant that the operation of the Website will be uninterrupted, secure or error-free or will operate at any particular speed or frequency. You acknowledge that Your access to the Internet cannot be guaranteed and that Samarind shall not be liable for deficiencies in Your own Internet connections or equipment. Without limitation, Samarind shall not be liable for any failure of, or delay in, any communication to be sent to You by Samarind, including but not limited to any notification email required to be sent to You.
11.6: Except as expressly set out in these Terms, Samarind does not enter into conditions, warranties or other terms in relation to the Website (including any implied term relating to quality or fitness for a particular purpose). Without limiting the generality of the foregoing, you acknowledge that the Website has not been developed to meet Your or anyone else's individual requirements.
11.7: Samarind makes no representations or warranties about the accuracy, reliability, completeness or timeliness of any information, content or materials available on the Website and You agree that the obtaining of any such material through the use of the Website is carried out at Your own risk and that Samarind has no liability to You with respect to any error or omission in any such material or the use of such material, nor shall Samarind be liable for any action You may take as a result of relying on such material.
11.8: You agree to defend, indemnify and hold Samarind, its officers, directors, employees, and licensors, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, arising in any way from Your use of the Website or from any violation of these Terms or the Contract by You.
11.9: Samarind may change the format and content of the Website from time to time. You should refresh Your browser each time You visit the Website to ensure that You download the most up to date version of the Website.

12. Modification, Suspension and Termination of the right to use the Website

12.1: The Website is subject to change without notice at any time. Samarind reserves the right at its sole discretion to make any alteration, correction or improvement to or to withdraw or correct any error or omission in any portion of the Website without notice.
12.2: Samarind may suspend the operation of the Website at any time for any reason which may include for repair or maintenance work, or in order to update or upgrade the contents or functionality of the Website from time to time. Access to or use of the Website will not necessarily be uninterrupted or error free.
12.3: Samarind may terminate the Contract forthwith on giving notice in writing to You if You commit any material breach of any provision of these Terms or the Contract and, in the case of a breach capable of being remedied, You have failed, within 14 days after the receipt of a request in writing from Samarind to do so, to remedy the breach. This is without prejudice to Samarind's right to terminate the Contract immediately where this is expressly provided. Samarind shall be able to terminate the Contract on 28 days notice at any time.
12.4: Forthwith upon termination of the Contract, You shall cease all use of the Website.
12.5: Where the Contract is terminated by Samarind pursuant to clause 12.3, or where otherwise provided in these Terms , any refund (if any) shall only be granted pursuant to the terms set out in clause 2.8 (where monthly payment has been agreed) or in clause 2.9 (where annual payment has been agreed).
12.6: If the Contract is terminated pursuant to clause 12.3 or where otherwise provided in these Terms, Your account will be terminated. Samarind shall not be responsible for retaining any of Your data after account termination. All data is deleted from the servers 3 months after the account is terminated. Samarind shall not retrieve or restore any data pertaining to terminated accounts unless you agree to pay all of Samarind's costs, charges and expenses in connection with the retrieval and restoration of the data.
12.7: Clauses 2, 6, 7, 8, 10, 11, 13 and 14 shall survive termination.

13. Dispute Resolution

13.1: In the event that a dispute arises between You and Samarind, attempts must first be made to resolve it by amicable discussion. If the dispute is not resolved by that means, either You or Samarind may give notice to the other requiring the dispute to be referred for resolution. Both You and Samarind shall use reasonable endeavours to meet and attempt in good faith to resolve the dispute.
13.2: If You and Samarind do not meet within 30 days of a notice under clause 13.1, or, if the meeting having been held, the dispute is not resolved within a further 30 days, either You or Samarind may refer the dispute to mediation by a mediator appointed by the Centre for Effective Dispute Resolution under its mediation rules then in force.
13.3: The mediation will be conducted on a without prejudice basis and in strict confidence. If, within 60 days of the reference to mediation, the mediation has not resulted in the settlement of the dispute being reached, then the mediation procedure shall, unless otherwise agreed, be terminated.
13.4: Nothing in these Terms prevents or restricts You or Samarind from enforcing any obligation (including suing for a debt) owed to it under or pursuant to these Terms or from applying to a Court for interlocutory relief.

14. General

14.1: The Website and the rights and obligations under these Terms and the Contract may be transferred by Samarind to another party in the future. You may not transfer your rights or obligations under these Terms or the Contract without Samarind's prior written consent.
14.2: Samarind may change these Terms from time to time without the need to obtain Your consent and will endeavour to notify You of any major changes by posting a message on the Website. You should check these each time You revisit the Website.
14.3: These Terms and the Contract form the entire understanding of the parties and supersede all previous agreements, understandings and representations relating to the subject matter. If any provision of these Terms or the Contract is found to be unenforceable, this shall not affect the validity of any other provision. Samarind may delay enforcing its rights under these Terms and the Contract without losing them. If Samarind waives a right this will not have the effect of waiving of any subsequent breaches. No waiver shall be effective unless made in writing.
14.4: You agree that Samarind may sub-contract the performance of any of its obligations without giving You notice.
14.5: No one other than You and Samarind have any right, and is not intended to have any right, under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any provision of these Terms, but this clause does not affect any right or remedy of a third party which exists or is available apart from that Act.
14.6: Samarind will not be liable to You for any breach of these Terms or the Contract which arises because of any circumstances which Samarind cannot reasonably be expected to control.
14.7: If any provision of the Terms or the Contract 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 remaining provisions of the Terms and the Contract and the remainder of such provision shall continue in full force and effect.
14.8: These Terms shall be governed and interpreted in accordance with English law, and You consent to the non-exclusive jurisdiction of the English Courts.
14.9: You agree that, except where the Website provides the means of communication between us You (either using automated processes or by email), Samarind may deliver notices to You at Your contact address as provided by You from time to time and held in the Website. All communications and queries regarding the Website should be directed to support@samarindrms.com.
14.10: Notices sent by first class post are taken to have been delivered on the third business day in London after they are posted and notices sent by email or automated process are taken to have been delivered on the first business day in London after they are sent.