Terms and conditions

Please read the terms and conditions set out below carefully.

1. DEFINITIONS
1.1. In these terms and conditions the following words and phrases shall have the meaning ascribed to them. "Banner Advertisement" means an advertisement placed on our website; "Business Opportunity" means opportunities to do business that are offered by you through the medium of our website to third party prospective customers to buy, sell, license or otherwise exploit products or services in the pharmaceutical industry including without limitation regulatory dossiers, intellectual property rights of every description, distribution rights and the sale or purchase of companies or businesses; "Charges" means the annual sum payable in advance by you to us as set out in Clause 7; "Contracting Third Party" means a third party with whom an agreement is reached further to the placement of a Business Opportunity on our website provided that such third party was registered on our website at the time when the Business Opportunity was available on the same website; "Our website" has the following domain names: SourceOTC, Source-OTC, SourceGenerics or Source-Generics; all with either the suffix .com or .co.uk; "Services" means the services provided by us, including the posting of any Business Opportunity, the ability to register to search the Business Opportunities posted on our website and/or the posting of any Banner Advertisements on our website; "us" OTC Publications Ltd (a company registered in England under number 2765878 and whose registered office is at 4 Poplar Road, Dorridge, Solihull, B93 8DB, UK), and "we and our" shall be interpreted accordingly; "you" the customer who orders the Services from our website and "your" shall be interpreted accordingly.

1.2. "Our", "we" and "us" shall include, where applicable, our officers, employees and authorised agents.

1.3. "You" and "your" shall include any firm or business with which you are associated and on behalf of which you use our website ("your business").

2. OUR CONTRACT
By agreeing to these terms and conditions you enter into a binding contact with us on the following terms.

3. BUSINESS OPPORTUNITIES
3.1. Each Business Opportunity or package of Business Opportunities shall last for a period of three, six or twelve months commencing from the date on which the first Business Opportunity is uploaded onto our website.

3.2. Each Business Opportunity is expected to result in a separate individual business transaction and the publishing of a Business Opportunity that offers multiple business transactions or is intended to solicit multiple business transactions is prohibited on our website.

3.3. Each Business Opportunity posted by you shall include your name and contact details unless you have requested such information is to be confidential. In this case, we shall provide you with a unique number ("box number") where third parties can direct their correspondence. We shall then forward such correspondence to you as instructed. An additional Charge shall be payable for this service.

3.4. You represent to us and to all suppliers or purchasers of goods and services through our website that all Business Opportunities offered by you through our website will be made for purposes integral to your business and will be within the scope of your authority to conclude agreements on behalf of your business.

3.5. You agree that you will use our website only for the publication of Business Opportunities in the approved format or the search of Business Opportunities and that you shall not exploit our website or any of its contents for any other purpose. You warrant that the content of any Business Opportunity you post will be current, accurate and not misleading and that you have full power and right to conclude legally binding agreements relating to the Business Opportunity.

3.6. We shall have the sole ability to post, amend and/or withdraw any Business Opportunity on our website.

3.7. You shall not copy, reproduce, store in a retrieval system, distribute or transmit any Business Opportunity which is posted on our website by any means without out prior written consent.

3.8. We reserve the right to refuse to publish any Business Opportunities, or amendments to Business Opportunities, and/or to remove any Business Opportunity from our website where:
3.8.1. you request what we feel in our sole discretion to be significant amendments (although minor amendments are permitted with our prior written consent);
3.8.2. you request to publish a Business Opportunity that offers multiple business transactions or is intended to solicit multiple business transactions; or,
3.8.3. we in our reasonable opinion believe it necessary or in the interests of us or any third party to do so.

4. BANNER ADVERTISEMENT
4.1. At your direction, we shall either:
4.1.1. place an advertisement in the format that you provide on our website. All Banner Advertisements that you provide must comply with our specifications; or
4.1.2. create an advertisement in accordance with your instructions and using the materials provided by you and shall place such advertisement on our website. All materials provided by you for the purpose of creating the Banner Advertisement shall comply with our specifications.

4.2. We shall not be liable for the appearance of any Banner Advertisement that does not fulfil our specifications

4.3. We shall approve all Banner Advertisements before they are posted on our website and reserve the right to amend or take down any Banner Advertisement at any time.

4.4. All Banner Advertisements shall be placed on our website for a period of three months unless this agreement is either renewed or is terminated earlier in accordance with Clause 9.

5. OUR PROMISES
5.1. We will permit you to access, use and interact with our website subject to these terms and conditions.

5.2. We will:
5.2.1. exercise reasonable care in compiling our website;
5.2.2. use reasonable efforts to make our website available to you at all times; and
5.2.3. take the steps set out in our privacy policy to secure any personal data you give us.

5.3. Where you request a Business Opportunity to be posted on our website we do not make any promises in relation to the number of people who will view your Business Opportunity or Banner Advertisement or the likelihood that the posting of a Business Opportunity or Banner Advertisement on our website will result in the successful sale, purchase, licence or other exploitation of your goods or services.

5.4. Claims made from time to time by us about the number of people who visit our website are for information purposes only and we do not guarantee the accuracy of such statements. We exclude all liability for any reliance on any such claims.

6. EXCLUSIONS AND LIMITATIONS
6.1. We do not represent or warrant that:
6.1.1. access to our website, or any part of it, will be uninterrupted, reliable or fault free;
6.1.2. our website or any of its contents will be accurate, complete or reliable;
6.1.3. any services (whether or not provided by us) will be provided with due care and skill; or
6.1.4. any goods (whether or not provided by us) will be of satisfactory quality or will be fit for any purpose (even if that purpose has been previously notified to us).

6.2. To the fullest extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:
6.2.1. any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our website or any information on our website;
6.2.2. the unavailability of our website (or any part of it), goods or services;
6.2.3. any delay in providing, or failure to provide or make available, goods or services or any negligent provision of goods or services;
6.2.4. any goods not being of satisfactory quality or fit for their intended purpose; or
6.2.5. any misrepresentation on or relating to our website, the goods or the services (other than a fraudulent misrepresentation made by us or on our behalf).

6.3. Our maximum liability to your business in respect of your use of our website or any services we provide or make available to you through or in relation to our website will be the amount of any Charges paid on behalf of your business during the year in which the liability arose. You agree that we shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property.

6.4. You agree that each of these limitations is reasonable having regard to the nature of our website and in particular given that when you provide information regarding Business Opportunities and Banner Advertisements through our website.

6.5. None of the exclusions or limitations in this clause 6 shall exclude or restrict our liability for death or personal injury caused by our negligence.

6.6. None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case our obligation, where permitted by law, will be limited to the re-supply of our website availability.

6.7. Each of the above exclusions or limitations shall be construed as a separate and severable provision of these terms and conditions.

7. CHARGES
7.1. By posting an opportunity on our website, you agree to pay our Charges as listed on our website from time to time.

7.2. Payment of the Charges relating to Business Opportunities and Banner Advertisements shall be paid to us by you in advance of us carrying out any of the related Services. All fees shall be exclusive of VAT, which shall be payable by you in addition at the prevailing rate, when and where it is applicable.

7.3. There is no success fee.

7.4. If you fail at any time to pay any Charge due in accordance with these terms and conditions we may, in our sole discretion and without prejudice to our other rights:
7.4.1. deny you access to those areas of our website which are exclusively available to subscribers. We need not provide you with advance notice in such circumstances; and/or
7.4.2. charge interest on any outstanding amount at the rate of 2% per annum above the Bank of England base rate, accruing daily.

8. LINKS TO OTHER SITES
Certain links, including hypertext links, in our website will take you outside our website. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked website, its operator or its content. We are not responsible for the content of any website outside our website.

9. TERMINATION OF SERVICES
9.1. We may terminate the Services immediately if:
9.1.1. you are in material breach of any of these terms and conditions and in particular upon any failure by you to pay any Charges in accordance with these terms and conditions;
9.1.2. you pass a resolution for winding up, a court of competent jurisdiction makes an order for your winding up or the presentation of a petition for your winding up that is not dismissed within 7 days (other than, in each case, for the purposes of solvent amalgamation or reconstruction where the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the your obligations under this agreement);
9.1.3. an administration order is made in relation to you or a receiver is appointed over, or an encumbrancer takes possession of or sells, any of your assets; or
9.1.4. you make an arrangement or composition with your creditors generally or make an application to a court of competent jurisdiction for protection from your creditors generally.

9.2. Refunds of the unexpired proportion of the Services at the date of termination will only be made in circumstances where you have terminated your Services by reason of the material breach of our contractual obligations to you.

9.3. Any rights that have accrued to either party at the date of termination will remain enforceable after termination.

10. GENERAL
10.1. Where in these terms representations and warranties are made to us and to third parties of Business Opportunities through our website, you acknowledge and agree that such representations and warranties are intended to grant rights to, and operate for the benefit of, all such third parties and that each such third party may rely upon and enforce such representations and warranties against you by virtue of the Contracts (Right of Third Parties) Act 1999.

10.2. We reserve the right at any time without notice to revise the content of our website (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our website and by continuing to use our website following any such change you will signify that you agree to be bound by the revised terms and conditions of use.

10.3. You agree that we may collect, store, and use information about you in accordance with our privacy policy. You acknowledge and agree to be bound by the terms of our privacy policy.

10.4. All rights in the design, text, graphics and other material on our website and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to you to electronically copy and print in hard copy portions of our website solely for review purposes. Any other use of materials on our website (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited. You hereby grant to us a perpetual royalty-free, irrevocable licence to copy, issue copies, communicate to the public, make publicly available (either in whole or in part or in a modified or edited form) any material you up- load or post to our website). You acknowledge and agree that such material is not up-loaded or posted subject to any obligation of confidence, other than as described in Clause 3.3.

10.5. All trade marks, product names and company names or logos used in our website are our property or that of the respective owners. No permission is given by us in respect of the use of any such trade marks, get-up, product names, company names, logos or titles and such use may constitute an infringement of the holder’s rights.

10.6. We reserve the right in our sole discretion to deny users access to our website or any part of our website without notice and to decline to provide the service to any user that is in breach of these terms and conditions of use.

10.7. We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing our services through our website resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, fire, explosion or accident.

10.8. These terms and conditions (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by and interpreted in accordance with English law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of English courts.

10.9. The enforceability or otherwise of any provisions of these terms and conditions shall not affect the enforceability of the rest of these terms and conditions.

Testimonials

Einar Geir Hreinsson, Vice-President Strategic Projects at Actavis, says:
"We used this channel to reach potential customers and it turned out to be considerably more effective than we had expected. It is invaluable to be able to introduce a new project like Opening Pharma in this way, through a single portal with connections in all directions. This will be our first choice the next time we want to give a new project a good promotion."

Rich DiCicco, Chief Executive Officer of Harvest Moon Pharma, comments:
"Harvest Moon Pharma has listed its complex generics and biosimilars on SourceGenerics for three years. We have received enquiries from 206 companies - including Pfizer, Sanofi, Teva, Stada, Ranbaxy and Sandoz - from 58 countries, and we are very pleased with the results. We intend to keep listing on SourceGenerics indefinitely."

Sanjiv Puri, Chief Executive Officer of Australia's Generic Partners, tells us:
"Within a week of posting our business opportunities on SourceGenerics we had received over 10 quality enquiries from leading generics companies throughout the world."