Terms & conditions
This document covers two areas:
Website terms and conditions
General terms and conditions for Subscribers and Purchasers
About this website and Apolline Limited
www.apolline.uk.com is operated by Apolline Limited ("Apolline"), a company registered in England and Wales, with Company no. 07245126 and whose registered office is at 6 Burnmoor Meadow, Finchampstead, Wokingham, RG40 3TX.
Apolline’s main trading address is 6 Burnmoor Meadow, Finchampstead, Wokingham, RG40 3TX and Apolline’s VAT number is 998 75856 17.
Apolline may amend these Terms at any time and any revised version will be effective immediately from when the amended Terms are displayed on this Website. You should check this page from time to time to take notice of any changes Apolline makes as they are binding on you. Some of the provisions in these Terms may also be superseded by provisions or notices published elsewhere on this Website.
In the event of any comments or questions concerning these Terms, users should contact Apolline by e-mailing email@example.com.
Access to and use of this Website
Access to this Website is permitted on a temporary basis and Apolline reserves the right to withdraw or amend the service Apolline provides on this Website without notice.
You are responsible for making all arrangements necessary for you to have access to this Website. You are responsible for ensuring that all persons who access this Website through your internet connection are aware of these Terms and that they comply with them.
In accessing any part of this Website, you agree:
not to use this Website in such a way that disrupts, interferes with or restricts the use of this Website by other users;
not to upload, display or transmit any materials through this Website which are false, offensive, defamatory, threatening, obscene, unlawful or which infringe the rights of any other person anywhere in the world;
not to reverse engineer, decompile, copy or adapt any software or other code or scripts forming part of this Website or attempt to transmit to or via this Website any information that contains a virus, worm, Trojan horse or other harmful or disruptive component; and
not to change, modify, delete, interfere with or misuse data contained on this Website and entered by or relating to any third party user of this Website.
From time to time, Apolline may restrict access to some parts of this Website or to the entire Website to users who have registered with Apolline.
Apolline may remove or delete any part of this Website (including any content posted by any user) at any time.
If you chose or are provided with a password, user identification code or any other piece of information as part of our security procedures to access any part of this Website, you agree:
to ensure that any details supplied to Apolline in order to register for such access are accurate and to advise Apolline promptly in the event that any such details change; and
to keep confidential any personal login password provided by Apolline or selected by you and to be responsible for any loss or damage resulting from use of any such password by any third party.
Apolline reserves the right to terminate your access to password protected parts of this Website if Apolline considers that you are using this Website in a manner detrimental to this Website or to other users or have failed to comply with the provisions of these Terms.
Intellectual property rights of Apolline
Apolline owns or is licensed to use all intellectual property rights, including trade marks, copyright, design rights, patents and other intellectual property rights in and to this Website, the material published on it and all technical infrastructure relating to it. Those works are protected by copyright law and treaties around the world.
Subject to the terms relating to use of Restricted Content set out in the General Terms and Conditions for Subscribers and Purchasers:
material contained in this Website may be downloaded, viewed and printed for personal use provided that no trade mark, copyright or other proprietary notices contained in or appearing on such material are removed in whole or in part;
you must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; and
material contained in this Website may not otherwise be copied, reproduced or redistributed in whole or in part without the prior written consent of Apolline (and,. in particular, it must not be reproduced or exploited for commercial gain).
All other rights are reserved and users must ask permission from Apolline before making any other use of material contained in this Website. This permission to reproduce material does not extend to material identified as belonging to third parties, where users must obtain the permission of the relevant owners before reproducing such material.
Apolline's status (and that of any identified contributors) as the authors of material on this Website must always be acknowledged.
If you print off, copy or download any part of this Website in breach of these Terms (or, where applicable, the General Terms and Conditions for Subscribers and Purchasers), your right to use this Website will cease immediately and you must, at Apolline’s option, return or destroy any copies of the materials you have made.
Viruses, hacking and other offences
You must not:
misuse this Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful; or
attempt to gain unauthorised access to this Website, the server on which this Website is stored or any server, computer or database connected to this Website; or
attack this Website via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. Apolline will report any such breach to the relevant law enforcement authorities and Apolline will co-operate with those authorities by disclosing your identity to them.
In the event of a breach of this provision, your right to use this Website will cease immediately.
General Terms and Conditions for Subscribers and Purchasers
"Agreement" means the legally binding agreement between Apolline and you, incorporating these General Terms;
"Apolline" means Apolline Limited, a company registered in England and Wales, with Company no.07245126 and whose registered office is at 6 Burnmoor Meadow, Finchampstead, Wokingham, RG40 3TX;
"Consultancy Services" means the provision to you by or on behalf of Apolline of services of a bespoke nature or which involve one or more of Apolline's advisors or consultants in working with you or providing advice to you (including without limitation the carrying out of audits, due diligence, in practice support or similar projects) whether or not such services form part of or are provided in conjunction with any Purchased Content or Subscriber Services;
"Notice Period" means the notice period requried (1 month) to cancel a Subscription following the 'Subscription Term'.
"Purchased Content" means know-how, information, documents, downloads and other materials and services provided by Apolline to you under this Agreement subject to your paying Apolline the Purchase Price for such Purchased Content;
"Purchase Price" means the price payable for any Purchased Content or for any Consultancy Services not paid for as part of a Subscription Fee as confirmed on the Website at the time of confirmation of order;
"Restricted Content" means Subscriber Content or Purchased Content, as the context requires;
"Services" means the provision of Purchased Content and/or Subscriber Services and/or Consultancy Services, as the context requires;
"Subscriber Content" means know-how, information, documents, downloads and other materials and services provided by Apolline to Subscribers under this Agreement;
"Subscriber Services" means the provision of Subscriber Content to Subscribers of the Website;
"Subscription Fee" means the subscription fee for the Subscriber Services to be provided under this Agreement, as notified by Apolline to you in writing;
"Subscription Term" means the initial period of 6 or 12 months from the date on which a Subscriber subscribes for a particular Subscriber Service and shall continue after the initial period until terminated by either Party giving one month’s written notice;
"Website" means http://www.apolline.uk.com; and
"You" or "Your" the party entering into this Agreement with Apolline either by registering their personal details and paying the Subscription Fee and accepting these terms (by clicking on the “I accept” button on the first page of the Website ("Subscriber")) or by registering their personal details and paying the purchase fee for the relevant Purchased Content and accepting these terms (by clicking on the “I accept” button on the first page of the Website ("Purchaser")).
2. Access to Subscriber Content and Subscriber Services
2.1 By registering as a Subscriber and agreeing to pay the Subscription Fee applicable to the relevant Subscription Service, you shall be entitled to access and use the Subscription Content and Subscription Services for that Subscription during the Subscription Term in accordance with the terms of the Agreement. Cancellation of the Subscription can only take place after the initil Subscription Term has ended giving a minimum of 1 months Notice in writing or via email to firstname.lastname@example.org. This Notice Period can be given in writing or via email at the beginning of month eleven of the Subscription Term.
2.2 Your entitlement to use such Subscription Content and Subscription Services starts when you register as a Subscriber and pay the Subscription Fee and ends:
2.2.2 if this Agreement is terminated in accordance with its terms.
3. Access to Purchased Content
3.1 By registering as a Purchaser and paying the Purchase Price applicable to the relevant Purchased Content, you shall be entitled to access and use such Purchased Content in accordance with the terms of the Agreement. Where a Subscriber purchases any content or service that falls outside his/her Subscription service or which are optional and subject to additional payment, such content or service shall be deemed to be Purchased Content for the purposes of this Agreement, although the Subscriber will not be required to re-register as a Purchaser.
4.1 Payment method varies depending on the type of Service purchased but may include PayPal or other online payment service, invoice or direct debit. Full details are set out on the Website and will be notified to you before you agree to purchase any Service.
4.2 Where Apolline issues an invoice in respect of any element of the Purchase Price or the Subscription Fee, the invoice will be payable within 14 days following issue. Where Apolline issues a direct debit mandate in respect of the payment of any element of the Purchase Price or Subscription Fee, you must complete and return to Apolline the direct debit mandate within 14 days.
4.3 If you fail to pay any invoice or return a completed direct debit mandate by the end of such 14 day period, Apolline reserves the right to suspend your access to the Restricted Content or the provision to you of the Services to which such invoice or direct debit mandate (as the case may be) applies.
4.4 For the relevant Subscriber Services, the initial visit, if applicable to the Subscription Service, from the Apolline Practice Advisor will not take place until the direct debit mandate has been received. The first monthly direct debit will be collected within 2 months of receipt (this first payment may include more than the equivalent of 1 month's payment depending on when the mandate is received).
4.5 If you fail to pay any element of the Purchase Price or Subscription Fee by the due date for payment (including where Apolline is unable to collect a direct debit payment due to an inaccuracy in the direct debit information or an insufficiency of funds in the relevant bank account or because you cancel the direct debit mandate), Apolline shall be entitled to suspend provision of your access to the relevant Restricted Content until such time as payment is made in full.
4.6 In addition to Apolline's right to suspend provision of the Services referred to in clause 4.5 above, Apolline shall in the event of non-payment by you, be entitled to notify you in writing (including by email) of the non-payment and give you a further period of ten (10) days within which to make payment. If you fail to make the required payment in full within such ten (10) day period, Apolline shall be entitled to terminate the Agreement (or the part of the Agreement relating to the Services for which you have failed to pay) with immediate effect.
4.7 In the event that Apolline terminates the Agreement in accordance with clause 4.6, or if you purport to terminate the Agreement otherwise than in accordance with clause 10.1, Apolline shall be entitled to recover from you the entire Purchase Price or Subscription Fee in respect of the Service which you purchased or for which you subscribed. For the avoidance of doubt, in the case of any Subscription Fee, this shall be the full Subscription Fee for the 6 or 12 month Subscription Term depending on the Subscription Service.
5. Use of Restricted Content
5.1 Apolline's Services are only intended for use by businesses operating in the United Kingdom. By using the Services you warrant that you are using the Services for the purposes of your business and that your business is registered in the United Kingdom.
5.2 Notwithstanding the fact that you may purchase or subscribe to the Restricted Content, copyright and all other intellectual property rights in the Restricted Content remains with Apolline.
5.3 Apolline hereby grants to you a non-exclusive licence to use the Restricted Content which you have purchased or for which you have subscribed in accordance with the terms of the Agreement.
5.5 You shall only be entitled to make minor amendments to the Restricted Content to adapt it for your own business, provided that such amendments do not fundamentally change the nature of the Restricted Content. Where the Restricted Content indicates how that Restricted Content should be varied, filled in or completed, you should only vary, fill in or complete such Restricted Content in accordance with those indications.
5.6 You may not:
5.6.1 grant sub-licences in the Restricted Content or make the Restricted Content available to third party contractors (including without limitation consultants or training providers); or
5.6.2 incorporate the Restricted Content into any IT software solution, e-learning package, intranet, extranet, website or other online or digital resource without Apolline's explicit consent.
5.7 You shall not, nor directly or indirectly assist any other person to, do or omit to do anything to diminish the rights of Apolline in the Restricted Content.
5.8 Apolline, being the sole author of the Restricted Content, asserts its moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Restricted Content. You shall not remove or deface any copyright notice from the Restricted Content and, when using extracts of the Restricted Content, shall acknowledge Apolline's ownership in the following form:
"© Apolline Limited 2012. Reproduced under licence."
6. Apolline's Obligations
6.1 Apolline will use all reasonable endeavours to ensure that the Restricted Content is accurate and up to date but makes no representation or warranty as to the suitability of any Restricted Content for your individual circumstances or whether it is in any way fit for your individual intended purpose.
6.2 Apolline will use its reasonable endeavours to ensure that the Services are provided continuously and that access to the Website is not interrupted by any event within its control. Wherever possible, Apolline will place a notice on the Website in advance of planned downtime, which, if reasonably practicable, will be scheduled outside normal United Kingdom office hours.
7.1 Each party shall hold the other's confidential information in confidence and, unless required by law, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than the implementation of this Agreement.
7.2 This clause shall survive termination of this Agreement, however arising.
8.1 Apolline gives you no warranty or assurance, except as set out in this Agreement. Apolline declares and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
8.2 Apolline's policy is to conduct its business at all times in a professional manner and to best practice standards. Apolline will provide all Consultancy Services with reasonable skill and care. Apolline uses its best endeavours to keep Restricted Content up to date and to develop the Services to meet the needs of Purchasers and Subscribers. However, you should note in particular:
8.2.1 the Restricted Content is not intended to constitute a definitive or complete statement of the law or regulation on any subject, nor is any part of it intended to constitute legal advice for any specific situation;
8.2.2 Apolline does not undertake any obligation to consider whether the information provided to or by Apolline for the purpose of the Restricted Content is either sufficient or appropriate for any particular actual circumstances;
8.2.3 Apolline gives you no warranty or assurance that the Services and its means of delivering them are compatible with your software or computer configuration; and
8.2.4 Apolline may change part or all of any Service at its discretion but subject to providing you with reasonable advance notice either through the Website or, where appropriate, by e-mail.
8.3 If the Consultancy Services include the carrying out of a Compliance Audit (as described on the Website), you acknowledge that the purpose of the Compliance Audit is to give you experience of what a Care Quality Commission (CQC) inspection is like and to indicate to you areas of improvement for your practice. Apolline will carry out the Compliance Audit with reasonable skill and care and will provide feedback based, to the best of Apolline's knowledge, on current CQC practice. Given the nature of CQC inspections, Apolline cannot guarantee that the outcome of the Compliance Audit will accurately predict the outcome of an actual CQC inspection and cannot be held liable for any loss or liability suffered by you as the result of any CQC inspection.
9.1 To the fullest extent permitted by law (and subject to clauses 9.3 and 9.4 below), Apolline shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from your exercise of the rights granted to you under the Agreement.
9.2 The Restricted Content and Consultancy Services are supplied to you as training or compliance tools only. Use of the Restricted Content or Consultancy Services does not detract from your duty to exercise professional standards of care in performing your duties in the course of your business.
9.3 Subject to clause 9.4, Apolline's maximum liability to you whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed a sum equal to 150% of the Subscription Fees or Purchaser Price (as the case may be) paid by you in respect of the Restricted Content or Consultancy Services (as the case may be) which gives rise to the claim.
9.4 Nothing in these General Terms or the Website Terms shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.
10.1 Either party may give notice in writing to the other terminating the Agreement with immediate effect if:
10.1.1 the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within 30 days after notice being given requiring it to be remedied; or
10.1.2 an order is made or a resolution is passed for the winding-up of the other party or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the other party or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the other party's assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the other party takes or suffers any similar or analogous action in consequence of debt.
10.2 On termination of the Agreement for any reason the you shall immediately stop using the Restricted Content and shall (at Apolline’s option) either return to Apolline or destroy any copies of the Restricted Content then in your possession. However, where the Restricted Content include forms, log books, records, reports, policies or similar documents which are intended to be completed by you for training, compliance or record-keeping purposes, you shall have no obligation to return to Apolline or destroy any copies of such Restricted Content which have been completed or filled in by you.
11 General Provisions
11.1 The rights provided under this Agreement are granted to you only, and shall not without Apolline's prior written consent be considered granted to any subsidiary or holding company. You may not, without Apolline’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.
11.2 This Agreement is not intended to benefit anyone other than the parties to it and, in particular, no term of this Agreement shall be enforceable under The Contracts (Rights of Third Parties) Act 1999 by a third party.
11.3 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
11.4 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.5 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.6 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure is results from events, circumstances or causes beyond its reasonable control.
11.7 This Agreement and any documents referred to in it constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of this Agreement. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. The only remedy available to it for breach of the Agreement shall be for breach of contract under the terms of this Agreement.
11.8 English law governs this Agreement and the parties submit to the non-exclusive jurisdiction of the English courts in respect of any dispute (including non-contractual disputes) arising under or in connection with the General Terms.