DIACEUTICS PLC, a company registered in Northern Ireland under company number NI055207 whose registered office is at First Floor, Building Two, Dataworks at Kings Hall Health and Wellbeing Park, Belfast, BT9 6GW, is the entity that owns or operates the DXRX Platform. “Diaceutics”, “we”, “us”, or “our” as used in these Membership Terms (“Terms”) means Diaceutics PLC. 

Introduction 

DXRX – The Diagnostic Network® is a purpose-built SaaS platform providing access to Precision Medicine solutions and collaborations for multiple stakeholders in one digital, secure location.

The DXRX Services are designed to enable you to collaborate and network with Diaceutics Group and other DXRX Members via the Project Zone where you can access and manage your activities and interactions with others. 

Diaceutics is dedicated to facilitating an online B2B marketplace where you can avail of various DXRX Services, including but not limited to:

1. accessing reference materials, knowledge and market research insights from a collaborative global network of DXRX Members comprising people from laboratories, pharmaceutical, diagnostic and data science industries;
2. creating your DXRX Member profile and DXRX Account;
3. interacting with other DXRX Members;
4. accessing Collaboration Opportunities for your business, including receiving, posting and responding to such opportunities in order to source project partners;
5. listing, publishing and storing all applicable information including marketing and other collateral to help promote your Collaboration Opportunity;
6. inviting your contacts and other interested parties to join the DXRX Platform;
7. accessing and utilizing various proprietary, integrated data-enabled service tools; and,
8. reaching out to the DXRX Technology Team for support, see our DXRX Support Policy.

1. DXRX Terms

1.1 Membership Terms: : These terms (“Terms”) constitute a legally binding agreement between the DXRX Member and Diaceutics in relation to the use of the DXRX Services. 

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A BUSINESS ENTITY (SUCH AS THE COMPANY YOU WORK FOR), YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO REPRESENT AND BIND SUCH BUSINESS ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT RECEIVE DXRX SERVICES.

If you are an End User (i.e., the business entity to which you are associated is already registered on the DXRX Network and you are registering as an additional user), the End User Terms will govern your use of the DXRX Network (and not these Terms).

These Terms together with our Related Terms, any applicable Service-Specific Terms, Third-Party Supplier Terms, and associated Order Forms constitute the “Agreement”. The Agreement is effective on the earlier of (i) your initial access to any DXRX Services; (ii) the date upon which you register on the DXRX Network; or, (iii) execution of an Order Form referencing these Terms (“Effective Date”) until terminated in accordance with the Agreement.

Following registration, if you invite or grant access to the DXRX Platform to your authorized End Users e.g. employees/personnel, the End User Terms will govern the access provided to those individuals signing up as secondary users (and not these Terms). 

If you are an End User (i.e. the primary business entity to which you are associated with is already registered on the DXRX Platform and you are registering as an additional user), the End User Terms will govern your use of the DXRX Services and DXRX Support Services.

1.2 Related Terms: These Terms also introduce other policies and terms that you will need to agree to in order to use the DXRX Services; such policies and terms include the following on an as applicable basis:

1. Acceptable Use Policy or AUP;
2. End User Terms;
3. DXRX Privacy Statement;
4. DXRX Cookies Policy;
5. Data Processing Addendum;
6. DXRX Support Policy; and,
7. DXRX Security Policy.

1.3 Service-Specific Terms: By accessing certain DXRX Services, you may be subject to additional Service-Specific Terms which may include separate fees and charges.
1.4 Amendments: We may modify these Terms (including any of the applicable Related Terms) from time to time to respond to changes in our DXRX Services, our business, or laws and will post notice of the modified Terms to you on the DXRX Platform. You may be required to re-accept them the next time you log in. Modifications will take effect automatically as of the effective date specified for the updated Related Terms. We are entitled to make any changes to the specification, functionality and features of the DXRX Platform at our sole discretion but shall provide notice to you where necessary.
1.5 Conflict: In the event of conflict between these Terms and any separate Related Terms, the relevant Related Terms will prevail with respect to the DXRX Service that is the subject of such separate Related Terms.

2. Registration process and DXRX Support Services

2.1 Registration: To gain access to the DXRX Services, you shall be required to register online and create your profile pages. All details submitted must be true, accurate and complete. The information that you provide shall be verified internally and it is in our absolute discretion to decide if you qualify as a DXRX Member. You must comply with all requests we may make for proof of identity and business references and/ or financial standing. Diaceutics reserves the right to decline any DXRX Membership application for any reason.

2.2 DXRX Login: Upon successful registration, a DXRX Account will be activated and a unique DXRX Login will be issued. You undertake to ensure that your DXRX credentials and those of your End Users are protected, kept strictly confidential and are not shared with unauthorized persons or systems. You are responsible for all activities that are carried out under your DXRX Login and those of your End Users. We will not be liable to you where such is unlawfully used. You agree to notify us immediately of any unauthorized use via our support desk facility referred to in Clause 2.5.

2.3 Administrators: You can assign the role of Administrator to one or more of your authorized End Users. Administrators have important rights and controls. This may include creating, de-provisioning, monitoring or modifying the DXRX Accounts of authorized End Users, setting End User usage permissions, and managing access to Your Content by End Users. You are responsible for who you allow to become Administrators and any actions they take. You agree that our responsibilities do not extend to the internal management or administration of the DXRX Services for you.

2.4 End Users: You are responsible for understanding the settings and controls for each DXRX Service you use and for controlling who you allow to become an End User. You are responsible for compliance with these Terms by all End Users, including for any applicable payment obligations and how End Users use Your Content, even if those End Users are not from your organization or domain.

2.5 DXRX Support Policy. We will provide the DXRX Support Services set out in our DXRX Support Policy.

3. Our obligations and warranties

3.1 We warrant to use all commercially reasonable endeavors to:

1. ensure that the DXRX Services will be provided by us with reasonable skill and care;
2. prevent the introduction of Viruses or similar harmful materials into the DXRX Services by us; and,
3. correct reported non-conformities at no charge to you.

3.2 The warranties at Clause 3.1, shall not apply to the extent of any non-conformance which is caused by your use of the DXRX Services contrary to the Documentation. This includes instructions, or modification or alteration of the DXRX Services by any party other than Diaceutics or our duly authorized contractors or agents. If the DXRX Services do not conform with the foregoing undertakings, Diaceutics will, at its expense, use reasonable commercial endeavors to correct any such non-conformance promptly, or provide you with a workaround solution but shall not be legally obliged. Such correction or substitution constitutes your sole and exclusive remedy

3.3 Except as expressly set out in these Terms:

1. no conditions, warranties or other terms (whether express or implied), including any warranty of non-infringement, title or any implied terms relating to satisfactory quality or fitness for any particular purpose, functionality or merchantability, will apply to the DXRX Platform, Documentation, DXRX Services or to anything supplied or provided by Diaceutics under these Terms which are all provided to you on an ‘as is’ basis. In particular, Diaceutics do not give or enter in to any condition, warranty or other term to the effect that the operation of the DXRX Platform or DXRX Services will meet specific requirements and does not warrant that your use of the DXRX Platform will be uninterrupted or error-free, that we will review Your Content for accuracy or that we will preserve Your Content without loss. Diaceutics is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Your Content over communications networks and facilities that we do not own, operate or control, including the internet, and you acknowledge that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities and we are not responsible for any of Your Content being lost, altered, intercepted or stored across such networks and we cannot guarantee that unauthorized third parties will not defeat our security measures;
2. you assume sole responsibility for the results obtained from the use of the DXRX Services and the Documentation and for conclusions drawn from such use; and,
3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

4. Your obligations and warranties

4.1 Where applicable, you shall (and ensure that your End Users shall):

1. comply with the Related Terms;
2. provide us with all necessary co-operation in relation to these Terms; and, all necessary access to such information as may be required by us in order to provide the DXRX Services to you, including but not limited to security access information and configuration services;
3. operate your business in respect of your use of the DXRX Platform in accordance with good industry practice and any applicable codes, regulations or guidance of any governmental, non-governmental or other regulatory organization;
4. carry out all DXRX Member responsibilities in a timely and efficient manner. In the event of any delays in your provision of assistance to us as agreed, Diaceutics shall have no liability to you and may choose to adjust any agreed timetable or delivery schedule as reasonably necessary;
5. obtain and maintain all necessary licenses, consents, and permissions necessary to permit us (including our contractors, agents, partners) to perform our obligations under these Terms;
6. ensure that your network and systems comply with any minimum specifications made known to you by us from time to time; and
7. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centers as operated by our server hosting provider, and all problems, conditions, delays, delivery failures and all other loss or damage arising from, or relating to, your network connections or telecommunications links (or caused by the internet).

4.2 Your Content: You are solely responsible for the accuracy, content and legality of Your Content. You represent and warrant that Your Content and its submission and use by us in accordance with these Terms will not violate any laws, any third-party intellectual property, privacy, publicity or other rights, or any of your or third-party policies or terms governing Your Content. You further represent and warrant that all Your Content comply with the AUP. Other than our express obligations under these Terms, we assume no responsibility or liability for Your Content, and you are solely responsible for Your Content and the consequences of submitting and using it with the DXRX Services.

5. Data Protection

5.1 Applicable Data Protection Law: Both you and Diaceutics shall comply with all Applicable Data Protection Law. This Clause 5 shall not relieve either you or Diaceutics of any obligations set out in the Applicable Data Protection Law and does not remove or replace any of those obligations.

5.2 Contribution Content: All Contribution Content must only be provided in an Anonymized form so that it does not permit the re-identification of the individuals, patients or household whose data constitutes the raw data from which the Contribution Content may be derived. In other words, you and Diaceutics agree that Contribution Content is not intended to, nor shall it, constitute Personal Data. The burden of ensuring that the Contribution Content does not contain any Personal Data remains with you. Your failure to comply with this Clause 5 constitutes a material breach, and we reserve our rights to terminate. In no event shall any of Your Contribution Content that has not been Anonymized be deemed “Contribution Content”. Notwithstanding the foregoing, in the event where we inadvertently Process any Contribution Content containing Personal Data, we do so on your behalf as a Data Processor and we shall Process it only in accordance with Clause 5.6.

5.3 Membership Data: In relation to your Membership Data in respect of which you engage with us as a business member to access the DXRX Platform, Diaceutics is a Data Controller. We are always transparent about why we collect Personal Data and what we do with it and we always remind you of the rights you have in respect of your Personal Data that you share with us via the DXRX Platform or make accessible by us. For complete details of Diaceutics’ collection, Processing, storage, sharing and retention of Personal Data including, but not limited to, the purpose(s) for which Personal Data is used, the legal basis or bases for using it (including any exemptions), details of your rights and how to exercise them, please refer to the DXRX Privacy Statement.

5.4 Member Communications: You and Diaceutics agree that to the extent that Diaceutics Processes any Member Communications that contains any Personal Data, Diaceutics is a Data Processor and we shall Process it only to the extent necessary to enable Diaceutics Group to provide the DXRX Services to you and your authorized End Users and in accordance with Clause 5.6.

5.5 Data Controller. As a Data Controller in respect of Your Content, you:

1. represent and warrant (where applicable) that you have obtained any and all necessary permissions and authorizations necessary to permit us to Process any Personal Data contained within such content, execute our rights or perform our contractual obligations;
2. shall ensure that you are entitled to publish it to/ via the DXRX Platform so that we may lawfully perform the DXRX Services; and,
3. shall ensure that the relevant Data Subjects have been informed of such Processing as (and if) required by all Applicable Data Protection Law.

5.6 Data Processor. To the extent we Process Personal Data contained within Member Communications and/or Contribution Content in providing the DXRX Services, we do so on your behalf as a Data Processor to the extent necessary to enable Diaceutics Group to provide the DXRX Services to you and your authorized End Users and we shall Process it only in accordance with the Data Processing Addendum, which is hereby incorporated into and forms part of these Terms. In the event and to the extent of any conflict between these Terms and the Data Processing Addendum, the terms of the Data Processing Addendum will prevail.

5.7 Security: We implement and maintain physical, technical and administrative security measures designed to protect Your Content from unauthorized access, destruction, use, modification, or disclosure. See our DXRX Security Policy. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Content including the Personal Data comprised therein caused by any third-party (except those third parties sub-contracted by Diaceutics to perform services related to data hosting, maintenance and back-up). If we lose or damage it, your sole and exclusive remedy shall be for us to use reasonable commercial endeavors to restore Your Content that was lost or damaged from the latest back-up maintained by our hosting provider.

5.8 Special Category Data: You will not Process (or transmit) to the DXRX Services any Special Category Data. Further, you acknowledge that Diaceutics is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor. Notwithstanding any other provision to the contrary, we have no liability under these Terms for Special Category Data submitted in violation of the foregoing. 

6. Confidential Information 

6.1 A party (‘Receiving Party’) shall keep in strict confidence all Confidential Information that has been disclosed to the Receiving Party by the other party (‘Disclosing Party’), its employees, agents or subcontractors, which the Receiving Party may obtain. The Receiving Party shall only disclose such Confidential Information to those of its Affiliates, employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party’s obligations under these Terms and/or in connection with DXRX Services and shall ensure that such Affiliates, employees, agents and subcontractors comply with the obligations of confidentiality as though they were a party to these Terms. The Receiving Party may also disclose such of the Disclosing Party’s Confidential Information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction provided that (i) any such disclosures are to the minimum extent possible; and (ii) the Receiving Party, to the extent permitted by law, provides notification to the Disclosing Party that is reasonably prompt under the circumstances, and reasonably cooperates with the Disclosing Party in the Disclosing Party’s efforts to seek an appropriate protective order, confidential treatment, or similar remedy limiting the subsequent use and disclosure of any information required to be disclosed.
6.2 You acknowledge that details of the DXRX Services, and the results of any performance tests of the DXRX Services (including all characteristics and features of the DXRX Platform), constitute Diaceutics’ Confidential Information.
6.3 This Clause 6 shall survive termination of these Terms howsoever arising. 

7. Proprietary Rights 

7.1 Pre-Existing IPRs: All Pre-Existing IPRs belong to and shall continue to belong to Diaceutics Group and/or its licensors or you and your licensors as the case may be and other than the licenses expressly granted under these Terms (or in any Service-Specific Terms), neither party grants any license of, right in, or makes any assignment of, any of its Intellectual Property Rights.

7.2 Member Communications; Membership Data: To the extent any IPRs reside within your Member Communications or Membership Data, such belong to, and shall continue to belong to, you and/or your licensors. You grant to Diaceutics Group a non-exclusive, worldwide, royalty-free license, to use, reproduce, publish, display, modify, adapt, translate, create derivative works from and/or incorporate the same into other works in any form, media or technology, to the extent that this is necessary to enable Diaceutics Group to provide the DXRX Services to you and your authorized End Users.

7.3 Diaceutics Content: With the exception of Your Content submitted to the DXRX Platform by you (or pre-populated by us on your behalf), all content, the selection and arrangement of such content on the DXRX Platform constitutes 'Diaceutics Content' and is either owned by, or licensed to, Diaceutics Group and is subject to copyright, trade mark rights, and other IPRs. We make no representation or warranty as to the validity or enforceability of the IPRs in any Diaceutics Content. Any third-party trade or service marks present in Diaceutics Content are trade or service marks of their respective owners.

7.4 DXRX Services: Upon registering with us, subject to these Terms and any other Related Terms as applicable, we grant to you a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use (and permit the Administrator(s) and authorized End Users to access and use) the DXRX Services via the DXRX Platform and the Documentation solely for your internal business operations. DXRX Services are made available on a limited access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”.

7.5 Contribution Content. In consideration of the license granted by us to you at Clause 7.4, you hereby grant to Diaceutics Group, a worldwide, perpetual, non-exclusive, irrevocable, sublicensable, fully-paid up license to exercise the Licensed Rights in respect of the Contribution Content. Should any legal encumbrance under applicable law prevent Diaceutics Group from exercising ownership rights over the Derived Data, Compiled Products, you grant to Diaceutics Group an exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty free, transferable and sub-licensable license to exercise the Licensed Rights in respect of the same.

7.6 Compiled Products. Diaceutics Group shall solely and exclusively own all rights, title and interest in and to all Compiled Products (including all Derived Data comprised therein), and may in connection with our business freely use, copy, disclose, license, distribute and exploit any Compiled Products in any manner without any obligation, royalty, compensation or restriction based on intellectual property rights or otherwise.

7.7 Reservation of Rights. Except for the licenses granted under these Terms, you reserve and retain and shall solely own, all rights, title and interest in and to the Contribution Content (excluding Derived Data) and your Intellectual Property Rights in the same.

7.8 You shall promptly give notice in writing to Diaceutics if you become aware of any claim that any of your Contribution Content infringes the rights of any third-party. Diaceutics shall, in its absolute discretion, determine what action (if any) shall be taken (including immediately terminating these Terms) and you shall indemnify Diaceutics for and against any and all Losses incurred by Diaceutics as a result of such claim.

7.9 From time to time, you may choose to submit Feedback. We may in connection with any of our DXRX Services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty, compensation or restriction based on Intellectual Property Rights or otherwise. You hereby represent that your Feedback is not to be considered Confidential Information or proprietary, and nothing in these Terms limits our right to independently use, develop, evaluate, or market any future DXRX Services, whether incorporating Feedback or otherwise.

7.10 Third-Party Content: Third-Party Content may be used by you at your election, however we do not endorse such Third-Party Content or accept any responsibility for any such content and cannot therefore guarantee, represent or warrant that such content is accurate, legal and/or inoffensive or that they will not contain Viruses or otherwise impact your computer. By using Third-Party Content, you agree and understand that you may not make any claim against Diaceutics Group for any Losses, whatsoever, resulting from or in connection with your and your End User’s use of such Third-Party Content.

7.11 Monitoring: We have no obligation to monitor any of Your Content uploaded to the DXRX Platform. Nevertheless, if we deem such action necessary based on your (actual or suspected) violation of these Terms, including our Related Terms, we may:

1. remove Your Content from the DXRX Service; or,
2. suspend your access to the DXRX Services.

We will use reasonable efforts to provide You with advance notice of removals and suspensions when practicable. We have no liability to you for removing or deleting Your Content from, or suspending your access to, any DXRX Service.

8. Fees & Payment 

8.1 You acknowledge that if DXRX Platform Fees are payable in respect of the DXRX Services accessible on or via the DXRX Platform by you, such fees shall be separate and distinct from any Professional Services Fees payable in respect of Diaceutics Professional Services delivered outside of the DXRX Platform pursuant to an Offline Agreement.

8.2 You agree that your actions on or off the DXRX Platform are not contingent on the delivery of any future functionality or features (including future availability of any DXRX Services), or dependent on any oral or written public comments we make regarding future functionality or features.

9. Term and Termination

9.1 Term. These Terms are effective as of the Effective Date and expire on the date of expiration or termination of your DXRX Membership.

9.2 Suspension or termination by Diaceutics. We reserve the right to terminate your use of the DXRX Platform, bar you from future use of the DXRX Platform and/or take appropriate legal action against you should you violate these Terms with no liability to you. We may also suspend or terminate your DXRX Membership at any time, and we will provide you with notice of such suspension or termination, where possible.

9.3 Termination by you. You may choose to stop using the DXRX Services and terminate your DXRX Membership at any time for any reason via a request logged with our DXRX Technology Team in accordance with our DXRX Support Policy. Once we receive notification on this, it may take up to seven (7) days for your DXRX Account to be deleted from the DXRX Platform. Note that the information you may have posted on the DXRX Platform or shared with other DXRX Members are not stored in your DXRX Account (for example, when posting on the Project Zone or communicating with other DXRX Members). Such information remains visible on DXRX Platform after you delete your DXRX Account. Your business entity name, to the extent it is public information, may still show up on the DXRX Platform search engine and/or landing page.

9.4 Consequence of termination. On termination of your DXRX Membership for any reason:

1. all rights and obligations (other than those which are expressly agreed to survive termination and/or exist perpetually) granted under these Terms shall immediately terminate; and,
2. you must cease using all DXRX Services and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf.

9.5 In no event will termination relieve you of your obligation to pay any Diaceutics Fees payable for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.

9.6 Both parties’ rights as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

10. Liability

10.1 You hereby warrant, represent and undertake to us that you shall comply with all your obligations set out under these Terms, including at Clause 4.

10.2 You shall indemnify and hold harmless Diaceutics Group on demand, and shall keep each of them fully and effectively indemnified against any and all Losses imposed on, incurred by or claims asserted against any member of Diaceutics Group (other than and to the extent that any Losses arise directly from breach of these Terms by Diaceutics or Diaceutics’ negligence), arising out of or in connection with:

1. any claims or disputes brought by your End Users arising out of their use of DXRX Services;
2. any breach (or alleged breach) of these Terms or breach of warranty by you or your acts or omissions or those of your employees, subcontractors or agents as well as End Users;
3. any Contribution Content (including that generated by you or your End Users) i.e. as a DXRX Member, you represent and warrant that you are and shall remain solely responsible for, and bear the legal risk associated with the same anywhere in the world that you make available via the DXRX Platform and for the consequences of doing the same;
4. your use of the DXRX Services and/or Documentation;
5. your submission or inclusion of Personal Data in breach of these Terms; and,
6. your infringing any third-party rights.

10.3 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OR DEPLETION OF PROFITS, BUSINESS, GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF CONTRIBUTION CONTENT, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THESE TERMS.

10.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE DXRX PLATFORM AND DXRX SERVICES, INCLUDING ANY DXRX SUPPORT SERVICES, WARRANTY AND INDEMNITY OBLIGATIONS. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NON-CHARGEABLE DXRX SERVICES WILL BE £100; FOR CHARGEABLE DXRX SERVICES, OUR MAXIMUM LIABILITY TO YOU SHALL EQUATE TO THE SUM OF THE DXRX PLATFORM FEES PAID TO US.

11. General

Assignment: These Terms shall be binding on and inure to the benefit of each of DXRX Member and Diaceutics and their respective successors and assigns. You shall not assign or sub-contract any of your rights or obligations under these Terms (in whole or in part) without the prior written consent of Diaceutics. Diaceutics shall be entitled to assign or subcontract any of its rights or obligations under these Terms in whole or in part. 

Disputes: All disputes between the parties arising out of or relating to these Terms or the breach, termination or validity thereof shall be referred by either party in writing, first to each party’s authorized representative who shall endeavor to resolve the dispute within a period of seven (7) Business Days from the date of referral of the dispute to them. Failing resolution, the party’s respective chief officers shall be informed who shall endeavor to resolve the dispute within a period of fifteen (15) Business Days. Failing a resolution, if the dispute is not resolved within twenty-eight (28) days after service of the notice to the respective chief officers, the dispute shall be finally resolved by the courts of England in accordance with the section below (Governing Law & Jurisdiction). 

Enforceability: If any one or more of the provisions of these Terms should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained in these Terms shall not in any way be affected or impaired and you and Diaceutics shall amend these Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable. 

Entire Agreement: These Terms (which include by reference the applicable Related Terms) are the entire agreement between you and us relating to the DXRX Services accessible via the DXRX Platform and any other subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals and representations between you and us with respect to the DXRX Services accessible via the DXRX Platform or any other subject matter covered by these Terms. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect. 

Reviews and Ratings: You may be asked to provide reviews which shall influence a DXRX Member's success and ratings on DXRX. You hereby consent to DXRX publishing reviews which shall be freely accessible by all DXRX Members. Both parties should complete reviews honestly. DXRX Members must not falsify reviews, manipulate or coerce another DXRX Member by threatening negative reviews or offer incentives in exchange for a positive review. Any attempts of this nature should be reported immediately to DXRX. DXRX is not legally responsible for any review comments posted or made available on the DXRX Platform under any circumstances and generally does not monitor or censor review comments or the opinions expressed. Notwithstanding this, in order to protect the integrity of the review system and protect individuals from abuse, DXRX reserves the right (but is under no obligation) to remove posted reviews or information that, in DXRX’s sole judgment:

1. violates the Terms; or,
2. negatively affects the DXRX Platform or the reputation of the B2B venue that DXRX offers; or,
3. is reported as defamatory, abusive or offensive.

A DXRX Member publishing reviews may be held legally responsible for damages suffered by other DXRX Members or third parties as a result of its remarks if such remarks are legally actionable or defamatory. 

Force Majeure: Neither party shall have liability to the other party under these Terms (except for a failure to pay Diaceutics Fees) if it is prevented from, or delayed in, performing its obligations under these Terms, or from carrying on its business, by one or more Force Majeure Events provided that the other party is notified of such and the expected duration. 

Governing Law and Jurisdiction: These Terms (and any Related Terms as applicable) and any dispute or claim arising out of or in connection with the Terms (or any Relayed Terms as applicable) or the subject matter of the Terms, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the laws of England. The Parties agree to submit to the exclusive jurisdiction of the courts of London, England. Regard shall not be given to local laws in respect of the operation of the DXRX Platform (save for where the laws of England provide for this as mandatory). 

Notices: All communications and notices given or made pursuant to these Terms shall be in writing and in English and signed by or on behalf of the party giving it. We may provide notice to you through your DXRX Account. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first Business Day after we send it. You will provide notice to us by email to: [email protected] Your notices to us will be deemed given upon receipt. 

Language. If we provide a translation of the English language version of these Terms, the English language version of the Terms will control if there is any conflict. 

Status: These Terms are not intended to create any partnership or joint venture relationship between Diaceutics and you or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name of, or on behalf of, or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

12. Definitions & Interpretation 

In these Terms (except where the context otherwise requires) the following words shall have the following meanings: