The Medical Prize Charitable Trust Website and Services are offered to you conditioned on your acceptance without modification of these terms and conditions. Your use of the Medical Prize Charitable Trust Web Site, provision of a donation and/or acceptance of services from Medical Prize Charitable Trust constitutes your agreement to these terms and conditions. In these terms and conditions “we”, “us” and “our” refers to Medical Prize Charitable Trust and “you” and “your” refers to you, our client or donor. A “party” under these terms and conditions refers to either you or us, or both, depending on the context.
1. DONATIONS / CHARITABLE SERVICES
Medical Prize Charitable Trust is a New Zealand charity incorporated under the Charitable Trusts Act 1957 (NZ) having Trust No. 2590742 and registered under the Charities Act 2005 (NZ) under No. CC49977. It may provide charitable, crowdfunding and consulting services relating to the administration of crowdfunding campaigns and pay for success contracts (including but not limited to Prize Funds and Social Impact Bonds) to incentivize clinical trials for unmonopolisable therapies and other services incidental to this charitable purpose (“Services”) . We may also seek donations from the public to assist us with providing these Services pursuant to our charitable purpose (“Donations”) and such Donations may be used as the Medical Prize Charitable Trust sees fit to further its charitable purpose. The Medical Prize Charitable Trust may also enter into contracts with third parties to provide the Services, including professional fundraisers, Researchers and Contract Research Organizations in order to fulfil its charitable purpose.
2. MODIFICATION OF THESE TERMS AND CONDITIONS
Medical Prize Charitable Trust reserves the right to change the terms, conditions, and notices under which the Medical Prize Charitable Trust Website and Services are offered, including but not limited to the fees associated with the use of the Services. Notwithstanding this clause, if you are already receiving Services from us, we are not permitted to unilaterally modify the original terms and conditions governing our relationship, which will continue to apply until termination of Services or until you agree to be bound by the amended terms and conditions.
Our fees are payable in advance and invoices are payable within 7 days of issue and will include GST if applicable. You must also pay us any expenses that we have incurred on your behalf pursuant to the Services (including official fees), provided that we have obtained authorisation to incur such expenses in advance. If payment is not made by the due date then you will be in default and shall be liable for all expenses (including legal costs) incurred by Medical Prize Charitable Trust to recover payment. We shall also be permitted to recover all legal costs incurred to enforce your compliance with these terms and conditions.
4. CONFIDENTIAL INFORMATION
“Confidential Information” includes all or any information or data (including oral and visual data and all information or data recorded in writing or in any other medium) provided by one party (“Disclosing Party”) to the other (“Recipient Party”) pursuant to the Services which is designated or marked as confidential or that should be reasonably construed as confidential having regard to the nature and circumstances under which it is disclosed, including information relating to the Disclosing Party’s operations, processes, strategic plans, designs, intentions, customers, suppliers, product information, know-how, inventions, trade secrets, formulae, software (including source code), and business affairs. Confidential Information shall not include any information that is already known by the Recipient Party, becomes publicly known through no fault of the Recipient Party, is received from a third party without a restriction on disclosure, or is disclosed by the Recipient Party pursuant to judicial action or governmental regulation or requirement; provided that the Recipient Party shall notify the Disclosing Party of any order or request to disclose information to allow reasonable time to contest such disclosure and/or obtain a protective order or other similar protection. Confidential Information provided to a Recipient Party pursuant to the Services shall not be disclosed to third parties and shall only be used as needed to perform or obtain benefit of the Services, provided that a Recipient Party may provide Confidential Information to those authorised employees, contractors, professional advisors, or other third parties having a need to know. The Recipient Party shall ensure that such third parties receiving such Confidential Information are aware of the confidential nature of such Confidential Information and are bound by confidentiality obligations no less onerous than the obligations of recipient party under these terms and conditions.
5. INTELLECTUAL PROPERTY
All documentation generated by us pursuant to the Services is our exclusive property (“Documentation”). Subject to full payment of our invoices under clause 3, we hereby grant you a non-exclusive, non-transferable, worldwide license to use, reproduce, and modify the Documentation solely for your personal and business use. Other than the preceding clause, or as otherwise agreed in writing, no rights or licences whatsoever, either express or implied, are granted hereunder to either party as to any inventions, patents or patent applications, copyrights, trade marks, trade secrets, or other intellectual property now or hereafter acquired, developed, or controlled by the other party. If during and pursuant to these Services any improvements, modifications, or amendments are made to any intellectual property or Confidential Information now or hereafter acquired, developed, or controlled by us, all present and future rights in such improvements, modifications, or amendments are hereby assigned to us unless otherwise agreed in writing.
We warrant that our Services will be provided to you using all reasonable care and skill and in a timely manner, except due to circumstances beyond our control.
EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, WE MAKE NO WARRANTIES WHATSOEVER AND EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Where we supply Services to you for business purposes the provisions of the Consumer Guarantees Act 1993 and Fair Trading Act 1986 are hereby excluded to the maximum extent permitted by law.
7. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW OUR LIABILITY (AND THE LIABILITY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS) REGARDING THE SERVICES (OR ANY RELATED MATTER INCLUDING CONSEQUENTIAL LOSS) IS LIMITED TO THE TOTAL FEES PAID TO US BY YOU FOR PROVIDING SERVICES (AND EXCLUDING DONATIONS). THE LIMITATION HEREIN APPLIES TO ALL KINDS OF LIABILITY INCLUDING CONTRACT, TORT OR EQUITY.
The content available on our website is for your general information only. It is not intended as advice on which you should rely as our advice will vary according to your individual circumstances. Although we will use our best endeavours to keep such content accurate and up-to-date, we do not accept any liability in respect of the use of such content.
Medical Prize Charitable Trust reserves the right, in its sole discretion, to terminate your access to the Medical Prize Charitable Trust Website and the related Services or any portion thereof at any time, upon notice. If you have already paid for Services, the Medical Prize Charitable Trust may, upon termination, perform those Services or refund you in full. You may terminate our Services upon notice, provided that you are liable to pay for any Services performed or authorised expenses incurred until that date. Clauses 3-10 will survive termination of our Services under this clause.
9. GOVERNING LAW
This agreement is governed by the laws of New Zealand and you hereby consent to the exclusive jurisdiction of the Courts of New Zealand in all disputes arising out of or relating to the use of the Medical Prize Charitable Trust Website or Services.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Medical Prize Charitable Trust and its agents, employees or contractors as a result of this agreement or use of the Medical Prize Charitable Trust Website or Services.
If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions shall continue in effect.
A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These terms and conditions constitute the entire understanding of the parties and supersede all prior understandings and documents relating to the Services. No amendments to these terms and conditions shall be of any force or effect unless such amendments are recorded in writing and such document is executed by all parties. Failure by either party to enforce any right or seek to remedy any breach under these terms and conditions shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Unless you specifically request otherwise, if you receive and pay for our Services you agree that we may use your trade name or logo for the purposes of producing a list of testimonials and references for marketing materials. These marks will only be used to reference you as our valued client, however if you wish that we do not include your logos or name in our client references and related marketing material, if you give us written notice of this request, we will remove your logo and references within a reasonable amount of time.
The parties agree to attempt to resolve any dispute regarding these terms and conditions by negotiation in good faith. If those negotiations do not resolve the dispute within 30 days, either party may commence legal proceedings, provided that nothing in this clause shall prevent either party applying for urgent interlocutory relief.
Medical Prize Charitable Trust is entitled at any time to assign its rights and obligations under these terms and conditions. The assignee will be entitled to claim full rights of set off or counter claim against you, your charge holders or successors in respect of the debt or part of the debt which is assigned. You are not entitled to assign your rights or obligations under these terms and conditions without written consent of Medical Prize Charitable Trust.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the Medical Prize Charitable Trust Website are copyrighted by Medical Prize Charitable Trust and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
Any rights not expressly granted herein are reserved.
TERMS AND CONDITIONS EFFECTIVE FROM 7 September 2020