The following terms and conditions govern your use of the EIDO Download Centre at http://hcs.eidohealthcare.com and/or any Software Files on which the HCS is supplied to you.
The EIDO Download Centre and the Software Files are available to authorised users only.
You are advised to read, and must accept, the following terms before you use the EIDO Download Centre or the Software Files. If you are agreeing to these terms on the Site you must accept them by ticking the box indicating your acceptance of the terms. If you are otherwise accepting these terms you must reply to the email, to which these terms were attached and sent to you, confirming your acceptance. A suitable form of wording is "On behalf of [NAME] I accept the terms of use attached to your email below". If you fail to accept the terms of use in this way within 7 days we will write to you and withdraw you right to use the Service and the HCS, and our Agreement with you will be terminated with immediate effect.
1. INTRODUCTION
1.1 Please note the disclaimer in paragraph 8 and the limitation on liability in paragraph 9.
1.2 These are the only terms pursuant to which you may use the Site and/or the Software Files. If you wish to use the Site and/or the Software Files in a way not covered by these terms or if you are not authorised to use the Site and/or the Software Files then please contact EIDO Healthcare in writing.
2. DEFINITIONS
2.1 Agreement: the agreement made by you and us on these terms.
2.2 Fee(s): a fee received by us from you pursuant to an invoice raised by us in connection with the supply of the HCS to you for a defined period.
2.3 FIA: the Fitness Industry Association Limited.
2.4 FIA Agreement: your agreement with the FIA for the supply of the HCS.
2.5 Health & Fitness Clubs: The health and fitness clubs operated by your organisation.
2.6 HCS: the personalised health commitment statement produced by us on your behalf.
2.7 Member(s): a member of a Health & Fitness Club.
2.8 Permitted Media: Any computer hardware owned by you and operated at a site owned or occupied by you.
2.9 Service(s): The delivery of HCS via the Site or the Software Files.
2.10 Site: The website at http://hcs.eidohealthcare.com.
2.11 Software Files: any software file supplied by us to you on which the HCS or any element of it is produced.
2.12 Us, We, or Our: EIDO Healthcare Limited - registered office at 19-21 Main Street, Keyworth, Nottinghamshire, NG12 5AA, United Kingdom.
2.13 You or Your: The organisation (including its subsidiaries) entering into this agreement with us by accepting these terms.
3. AUTHORITY
3.1 In consideration of you:
3.1.1 entering into an agreement with the FIA for the supply of the HCS; or
3.1.2 paying our Fees,
we authorise you to use the Service and the HCS in accordance with this Agreement.
3.2 This authority extends to everyone you authorise under this Agreement. You may so authorise any employee of your organisation provided their principal place of work is one of your Health & Fitness Clubs.
3.3 This authority starts when you accept these terms and ends (a) if your FIA Agreement expires without you agreeing to renew it; or (b) the period for which you have paid us the Fee expires without you having paid us a further Fee; or (c) if this Agreement is terminated in accordance with clause 9.
4. TERMS OF USE OF THE SERVICE
4.1 You may view, print out and download and save on electronic media, including your intranet and electronic storage devices, located in your Health & Fitness Clubs the HCS from the Service solely and exclusively for use in the course of your business as a health and fitness club.
5. STATUS OF HCS
5.1 The HCS is a statement of intent and:
5.1.1 is not suitable to, and shall not, be used by you to attempt to create a legally, or otherwise, binding relationship with any person; and
5.1.2 is not suitable to, and shall not, be used by you as a method of discharging any contractual, tortuous or other legal liability, obligation or duty of care to which you are subject in relation to any person.
6. YOUR OBLIGATIONS
6.1 You will use your best endeavours to ensure that those you have authorised under sub-paragraph 3.2 above comply with the terms of use of the HCS and the Service in paragraph 4 above and do not:
6.1.1 copy, print out, download or save or otherwise reproduce the HCS, except as permitted under this Agreement or authorised by us in writing;
6.1.2 make the HCS available to anyone whose principal place of work is not one of your Health & Fitness Clubs, except as authorised by us in writing;
6.1.3 publish or otherwise make available the HCS on the Internet or as otherwise permitted by this agreement;
6.1.4 alter any part of the HCS; or
6.1.5 assign or otherwise dispose of your or our rights under these terms.
6.2 You shall ensure that nobody accesses the HCS or the Service using accounts created with your Username and Password, except those who have been authorised by you under sub-paragraph 3.2 above.
6.3 You will not contest our intellectual property rights in the Service or the HCS.
6.4 You are responsible for configuring your information technology, computer programmes and platform in order to access the Service. Notwithstanding sub-paragraph 7.2 below, you should use your own virus protection software.
7. OUR OBLIGATIONS
7.1 We warrant that you will not infringe any third party rights by using the HCS and the Service and we will indemnify you against costs or expenses you may incur as a result of any claim that the use by you of the HCS and the Service infringes any third party rights, provided you notify us within a reasonably time of any such claim being made.
7.2 We will take reasonable steps to ensure that software and data files we supply to you as part of the Service are virus-free.
7.3 We will take reasonable steps to ensure that the Service is continuous and that access to the Site is not interrupted for more than five working days in any twelve month period by any event in our control.
8. DISCLAIMER
8.1 We give you no warranty or assurance, except as set out in paragraph 7 above. We declare and you acknowledge that all implied warranties and conditions are excluded to the maximum extent permitted by law.
9. LIABILITY
9.1 Our liability to you for any loss or damage is limited to damages of an amount equal to the amount that we receive from you or the FIA in respect of the supply of the HCS to you in the period of 12 months immediately prior to the date of the event giving rise to such liability.
9.2 Under this paragraph 'you' includes any other party claiming through you and loss or damage includes any losses, damages, costs or expenses whatsoever or howsoever arising in connection with the use of the HCS or the Service, whether under this Agreement or any other agreement or in consequence of any misrepresentation, misstatement or tortuous act or omission, including negligence.
9.3 We are not liable to you on any account if you translate the content of the HCS into any language without our specific prior written consent and you agree to fully indemnify us and keep us fully indemnified against all losses and liabilities of any nature incurred or suffered by us as a result of any unauthorised translation of the HCS by you.
9.4 We are not liable to you on any account if you use the HCS in a manner other than as permitted by this Agreement without our specific prior written consent and you agree to fully indemnify us and keep us fully indemnified against all losses and liabilities of any nature incurred or suffered by us as a result of any unauthorised use of the HCS by you.
9.5 This paragraph does not affect claims in respect of death or personal injury caused by negligence and does not limit or exclude any liability for fraudulent misrepresentation.
10. TERMINATION
10.1 This Agreement will terminate if you are in material breach of any of its terms and if the breach is not remedied within the period of twenty working days after written notice of it has been given to you.
10.2 On termination of this Agreement, you shall:
10.2.1 delete all copies of the HCS from your electronic media, including your intranet and electronic storage devices;
10.2.2 destroy all hard copies of the HCS in your possession; and
10.2.3 ensure that the HCS is no longer used by you in the course of your business or otherwise.
11. GOVERNING LAW
12. This Agreement is governed by English law and you submit to the non-exclusive jurisdiction of the English courts.