Before continuing to register your company details. You must review and agree to the below terms.
Privacy & Terms

PLEASE READ CAREFULLY BEFORE ACCESSING THE PLATFORM:

This licence agreement (the “Licence”) is a legal agreement between you (the “Licensee” or “you”), and Access UK Limited, a limited liability company registered in England and Wales with registered number 2343760 and its registered office at The Old School Stratford St Mary Colchester, CO7 6LZ United Kingdom (the “Licensor”, “us” or “we”), for:

  • the platform made available by us through Sproc.net, including the computer software and data supplied as part of the Platform, and the associated media (the “Platform”); and
  • electronic materials and other documents made available through the Platform from time to time (the “Documents”).

We license use of the Platform and Documents to you on the basis of this Licence. We do not sell any part of the Platform or Documents to you. We (and our third party licensors) remain the owners of the Platform and Documents at all times.

We recommend that you print a copy of this Licence for future reference.

  1. GRANT AND SCOPE OF LICENCE
    1. Subject to your compliance with the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Platform and the Documents in the UK on the terms of this Licence.
    2. You may use the Platform and Documents for your internal business purposes only.
  2. YOUR RESTRICTIONS AND OBLIGATIONS
    1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:
      1. not to copy the Platform or the Documents except where such copying is incidental to normal use of the Platform;
      2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Platform or the Documents;
      3. not to make alterations to, or modifications of, the whole or any part of the Platform, nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs;
      4. not to attempt to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Platform;
      5. to supervise and control use of the Platform and ensure that the Platform is used by your employees and representatives in accordance with the terms of this Licence;
      6. to include our copyright notice on all entire and partial copies you make of the Documents or any aspects of the Platform on any medium;
      7. not to provide or otherwise make available the Platform in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent from us;
      8. to comply with all applicable technology control or export laws and regulations
      9. not to use the Platform or any aspect of it in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;
      10. not to infringe our intellectual property rights or those of any third party in relation to your use of the Platform, including by the submission of any material (to the extent that such use is not licensed by this Licence);
      11. not to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;
      12. not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
      13. not collect or harvest any information or data from any the Platform, or our systems, or attempt to decipher any transmissions to or from the servers involved in the Platform or associated services.
    2. Whenever you make use of a feature that allows you to upload content to our Platform, or to make contact with other users of the Platform, you must comply with your obligations in condition 2.1. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
    3. You retain all of your ownership rights in your content, but you are required to grant us and other users of the Platform a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in rights you are giving us to use material you upload are set out in condition 3 below.
    4. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Platform constitutes a violation of their intellectual property rights, or of their right to privacy.
    5. We have the right to remove any posting you make on the Platform if, in our opinion, your post does not comply with our content standards.
    6. You are solely responsible for securing and backing up your content.
  3. INTELLECTUAL PROPERTY RIGHTS
    1. You acknowledge that all intellectual property rights in the Platform and the Documents anywhere in the world belong to us, that rights in the Platform are licensed (not sold) to you, and that you have no rights in, or to, the Platform or the Documents other than the right to use them in accordance with the terms of this Licence.
    2. When you upload or post content to the Platform, you grant us the following rights to use that content:
      1. a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that content in connection with the service provided by the Platform and across different media to expire when you delete the content from the Platform; and
      2. a worldwide, perpetual, non-exclusive, royalty-free, transferable licence for other users, partners and customers to use the content for their purposes.
  4. LIABILITY
    1. You acknowledge that the Platform has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform perform as described in the Documents meet your requirements.
    2. We only supply the Platform and the Documents for internal use by your business, and you agree not to use the Platform or the Documents for any re-sale purposes.
    3. Nothing in this Licence limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    4. This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Platform and the Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform and the Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law. In particular, we shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss or corruption of data or information;
      5. loss of business opportunity, goodwill or reputation;
        where any of the losses set out in condition 4.3.1 to condition 4.3.5 are direct or indirect; or
      6. any special, indirect or consequential loss, damage, charges or expenses.
    5. The Platform is directed to suppliers operating in the United Kingdom. We do not represent that content available on or through the Platform is appropriate for use or available in other locations.
    6. The content contained on the Platform is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform. We make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.
    7. Subject to conditions 4.3 and 4.4, our aggregate liability to you:
      1. for breaches of data protection legislation shall not exceed £5,000 (five thousand pounds);
      2. for all other loss or damage which does not fall within sub-condition 4.7.1 shall not exceed £1,000 (one thousand pounds).
  5. TERMINATION
    1. We may suspend or restrict your access to the Platform with immediate effect where we deem it necessary, including, without limitation: (i) where we identify or suspect that your use of the Platform causes or may impact on the stability or security of the Platform; and (ii) in cases where we suspect misuse of the Platform by you or your personnel. In the event of such suspension, we may carry out further investigation, and, at our discretion either: (i) end your suspension; or (ii) terminate this Licence.
    2. You acknowledge and agree that we may terminate this Licence immediately by written notice to you if your customer (be it a clinical commissioning group, local authority or otherwise) requests that we do so.
    3. On termination of this Licence for any reason:
      1. all rights granted to you under this Licence shall cease; and
      2. you must immediately cease all activities authorised by this Licence.
  6. COMMUNICATIONS BETWEEN US
    1. We may update the terms of this Licence at any time on notice to you in accordance with this condition 6. Your continued use of the Platform and the Documents following the deemed receipt and service of the notice under condition 6.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the Platform and the Documents on the deemed receipt and service of the notice.
    2. If we have to contact you, we will do so through the Platform. If your access to the Platform has been terminated or suspended, then we will contact you via the email associated with your account, provided at the time of registration.
    3. Please note that any notice:
      1. given by us to you will be deemed received and properly served 24 hours after it is first posted on our Platform, or (where applicable) 24 hours after an email is sent; and
      2. given by you to us will be deemed received upon acknowledgement by us.
    4. In proving the service of any notice by us through the Platform, it will be sufficient to prove, in the case of posting on the Platform, that the Platform was generally accessible to users for a period of 24 hours after the first posting of the notice.
  7. PLATFORM AVAILABILITY
    1. We may update and change the Platform from time to time.
    2. While we shall use commercially reasonable endeavours to keep the Platform available (except during periods of maintenance) we do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. In addition, we may suspend or withdraw or restrict the availability of all or any part of the Platform for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal where it is planned.
  8. EXTERNAL CONTENT
    1. The Platform includes information and materials uploaded by other users of the Platform. This information and these materials have not been verified or approved by us. We accept no responsibility for your use of or reliance on such information or materials.
    2. Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
    3. We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platforms to access the Platform. You should use your own virus protection software.
    4. You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform 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. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
  9. HOW WE MAY USE YOUR PERSONAL INFORMATION
    Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Platform and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information can be found in our privacy policy which can be accessed via the link displayed on the Platform.
  10. OTHER IMPORTANT TERMS
    1. We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
    2. You may only transfer your rights and/or your obligations under this Licence with our express prior written consent.
    3. This Licence constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
    4. If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you.
    5. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    6. This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales. We both irrevocably agree to the exclusive jurisdiction of the courts of England.

IMPORTANT NOTICE TO ALL USERS:

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU, YOUR EMPLOYEES AND OTHER PERSONNEL. WE DRAW YOUR ATTENTION, IN PARTICULAR, TO LIMITATIONS ON LIABILITY IN CONDITION 4.