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IMS HEALTH Finland Early Insight Terms & Conditions

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THIS SITE.
By accessing or using the site, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not access or use the site. IMS HEALTH may modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the site. You agree to review the agreement periodically to be aware of such modifications and your continued access or use of the site shall be deemed to be your conclusive acceptance of the modified agreement.
1. Scope:
These IMS HEALTH Information Services Standard Terms and Conditions (“Standard Terms and Conditions”) together with the IMS HEALTH Information Services Order (“Order Form”), the product terms or the invoice, constitute the Agreement regulating, during its term, the relationship between IMS HEALTH and the Client (as defined in the Order Form or the invoice). The supply of Information, Data, Documentation, Software, Analysis, Solutions or Consultancy, collectively referred to as “Information Services”, will be subject to IMS HEALTH’s acceptance of the order submitted by the Client or the Client’s payment of the invoice.
2. Fees / Payment / Delivery:
(a) The fees due by the Client are indicated in the Order Form or the invoice. The Client shall pay each invoice within the period of time indicated in the Order Form or invoice or if no time is specified, within thirty (30) days of the date of invoice. Where different services are involved, in no event shall the Client deduct or off-set any amount(s) against any amount(s) owed to IMS HEALTH without IMS HEALTH’s prior written consent. If the Client fails to pay any amounts in the manner agreed to in this Paragraph 2, IMS HEALTH may charge in addition to the invoiced amount, interest at a rate equal to the discount rate charged by the local central bank of the billing currency plus 5 % (five percent) per annum on the unpaid balance beginning thirty-five (35) days from the date of the invoice until such amounts are paid.
(b) In addition to any fees which the Client agrees to pay, the Client shall have the exclusive responsibility for and agrees to pay any of the following:-
(i) all applicable governmental sales, use, added value, or other similar taxes, duties, fees, levies or other governmental charges now in force or enacted in the future, except for taxes based on IMS HEALTH’s income;
(ii) furthermore, IMS HEALTH may charge the Client for costs associated with fulfilling any Client request for delivery services other than as selected in the Order Form or invoice.
(c) All fees are subject to change. Price changes shall be communicated to the Client at least one hundred (100) days prior to the date of application of the new price unless otherwise indicated on the Order Form or product terms. Additional services requested by the Client during the term of this Agreement shall be invoiced at their then current rates when requested. The fees are not refundable, whether in whole or in part, except if IMS HEALTH does not comply with its obligations under this Agreement.
(d) If IMS HEALTH has elected to provide Information Services prior to the formal signature (where applicable) and acceptance of these Terms & Conditions, acceptance of delivery of the Information Services by the Client, shall constitute acceptance of these Terms & Conditions, by the Client, until formal signature of this Agreement.
3. Rights:
IMS HEALTH hereby grants to the Client on a personal basis, a non-exclusive and non-transferable license to use the Information Services selected by the Client and provided by IMS HEALTH (and exclusively at the site(s) authorised in the Order Form or the invoice). For each copy of the Information Services ordered by the Client from IMS HEALTH, the license will permit the following:
(a) use of Information, Software and Data for the Client’s own direct benefit and use. Reasonable quantities of the Information or Data may be copied or transferred by the Client for the Client’s internal use in connection with the use of the Information Services (any Information or Data copied by the Client or used in the creation of derivative works, shall include any copyright and proprietary notices provided by IMS HEALTH with such Information or Data and remain subject to these terms and conditions),
(b) use of the Documentation in support of the Client’s use of the Information Services. Reasonable quantities of the Documentation may be used by the Client in developing materials for the Client’s internal use in connection with the use of the Information Services,
(c) making of one copy of the Software or computerised Information and Data for the Client’s backup purposes (such copy must contain all of the restrictive and proprietary legends that appear on the Software, Information or Data contained on the original copies provided by IMS HEALTH). Where the Client receives any update of Software, the Client shall confidentially destroy all prior original copies of, and all backup copies of such originals. This obligation does not apply where the Client receives a mere add-on. IMS HEALTH does not grant, and the Client does not receive, any title or other interest in any Information Services, except for those rights explicitly granted within this Agreement.
4. Restrictions:
The client may not:
  (a) assign or transfer, in whole or in part, this Agreement or the services supplied to any other legal or natural person or for any use at a site other than the site(s) authorised in the Order Form or the invoice;
  (b) allow the use of a copy of the Software or computerised Information by more than one user unless the Client has purchased a multiple user license, where applicable. Each user must be an employee of the Client unless IMS HEALTH agrees otherwise in writing;
  (c) reverse engineer, decompile, or disassemble the Information Services, or attempt to do so, unless authorised in writing by IMS HEALTH or by Law;
  (d) make the Information Services available outside the licensed site via a networked computer system or equivalent, unless written approval is obtained from IMS HEALTH and the appropriate license fee paid;
  (e) sub-license, distribute, disclose or transfer the Information, Documentation, Software or Data, in whole or in part, to any third party, without the express written consent of IMS HEALTH or the signature by the Client of the IMS HEALTH Third Party Data Use Agreement, where applicable. Any attempt to assign, transfer or sub-license by the Client without such consent shall render such assignment, transfer or sub-license void; or
  (f) use the Information Services after any termination by IMS HEALTH of any license granted under this Agreement, due to a non-compliance of the Client with these Terms and Conditions. If applicable, the Client shall comply with the Export Administration Regulations of the United States Department of Commerce then in effect.
5. Term / Termination
Unless otherwise indicated in the Order Form, product terms or the invoice, the initial term of this Agreement shall be for one (1) year commencing on the date of entry into force of this Agreement. After the first year, it shall renew automatically, even in the absence of orders, for subsequent twelve (12) month periods, unless notice of termination is given in writing by registered letter to the other party:
i) at least six (6) months prior to the end of the initial term (unless otherwise indicated in the Order Form, product terms or invoice) or any subsequent twelve (12) month period, or
ii) within one (1) month after the mailing of new prices communicated by IMS HEALTH, where they are communicated within said prior notice of termination period.
The client shall pay for all Information Services relating to this notice period.
Paragraphs 3a, 3b, 4, 6, 7 and 9 of these Standard Terms and Conditions will continue in full force and effect after termination of this Agreement.
This Agreement may be terminated within fifteen (15) days by written notification, by any of the parties (except in the case of Force Majeure), if the other party fails to comply with any material term and condition and does not remedy such failure within this notice period. This Agreement may be terminated immediately where confidentiality or copyright provisions are breached or in the case of insolvency of one of the parties. In the event that this Agreement is terminated for any of the reasons above, the Client shall, without prejudice to any other rights of IMS HEALTH, pay IMS HEALTH all such amounts owed to IMS HEALTH until the date of termination of the Agreement.
IMS HEALTH shall provide at least three (3) months notice of termination in cases where IMS HEALTH chooses to no longer provide a specific Information Service to the market. The Client shall then receive a refund, on a pro-rata basis, of any fees already paid covering the remainder of the period of the Agreement.
6. Confidentiality:
(a) IMS HEALTH agrees that it shall use its best efforts during and after the period of this Agreement not to communicate or provide to any third party, any confidential information provided by the Client including definitions of competitive markets and recommendations made to the Client, unless otherwise ordered by a court of competent jurisdiction. Any information provided at any time on a non-confidential basis by any member of the Client’s organisation shall be considered as non-confidential.
This sub-paragraph 6(a) does not apply to any information which:
i) is in IMS HEALTH’s possession prior to the date of this Agreement and not already covered by a confidentiality obligation; or
ii) is without obligation of confidentiality prior to its disclosure; or
iii) came to be in the public domain without breach by IMS HEALTH of its obligations under this Agreement.
(b) The Client acknowledges and agrees that the Information Services provided by IMS HEALTH are confidential to IMS HEALTH. The Client shall not, and shall ensure that its employees and representatives shall not, at any time during or after the period of this Agreement, communicate, disclose or provide to any third party the whole or any part of the Information Services or other confidential information of IMS HEALTH, except as expressly provided under this Agreement or otherwise as expressly permitted by IMS HEALTH in writing. The Client agrees to treat the Information Services as confidential, using at least the same degree of care as it uses to protect its own confidential information, but in any event not less than a reasonable degree of care.
(c) The Client shall use its best efforts to ensure any employee of the Client receiving Information Services are informed of and appreciate the confidential nature of the Information Services, and require each such employee to refrain from disclosing or discussing this information with anyone other than the employees of the Client or IMS HEALTH. Only those employees who require access to the Information Services shall have such access and only to those portions of the Information Services necessary to fulfill the Client’s internal business purposes.
7. Limited Warranty / Limitation of Remedies and Liability:
The warranties and representations stated in this Agreement are exclusive, and in lieu of all other warranties, terms and conditions, express or implied. IMS HEALTH warrants that it will supply the Information Services with all reasonable skill and care and that the Information Services will correspond with any description set out in IMS HEALTH’s then current promotional material. The Information Services are provided on an “as is” basis without any further warranties of any kind. IMS HEALTH does not warrant that the Information Services will meet the present or future needs or objectives of the Client and the Client assumes sole responsibility for the use, selection, and suitability of the Information Services to its needs and objectives.
IMS HEALTH shall be liable for the inaccuracy, incompleteness or late delivery of any Information Services, only when such inaccuracy, incompleteness or late delivery is the direct result of wrongful act by IMS HEALTH; the Client bearing the burden of proof with respect to such matter.
IMS HEALTH’s liability for any claim arising out of or in connection with this Agreement, whether in contract or tort (including in each case negligence) or otherwise howsoever shall be limited as follows:
(a) IMS HEALTH shall not be liable for any incidental, consequential or special damages, including but not limited to, lost business, lost profits or third party claims, whether foreseeable or not, even if IMS HEALTH has been advised, knew or should have known of the possibility of such damages, and
(b) IMS HEALTH’s total liability, if any, shall not exceed the total annual fees (excluding VAT) last paid by the Client under this Agreement for the specific Information Services having caused the damage.
IMS HEALTH does not exclude or limit liability for death or personal injury caused by its negligence.

8. Force Majeure:
Except for the obligation to pay money, either party shall be excused from any delay or failure in performance under this Agreement caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, failure of performance by the other party, earthquake, labour disputes, riots, governmental requirements, inability to secure materials on a timely basis, failure of computer equipment, failures or delays of sources from which information or data is obtained and transportation difficulties.
9. Miscellaneous:
Without prejudice to paragraph 1 above, this Agreement constitutes the entire agreement between the parties, on the subject matter of this Agreement, and supersedes prior proposals, agreements and representations related to the subject matter of this Agreement, whether written or oral. Neither party attempts to exclude liability for fraudulent misrepresentation. No modifications, amendments or waiver of any of the provisions of this Agreement shall be binding upon the parties unless made in writing and duly executed by an authorised representative of IMS HEALTH. Neither IMS HEALTH’s commencement of performance nor delivery shall be deemed or construed as acceptance of the Client’s additional or different terms and conditions. The failure to enforce, at any time, the provisions of this Agreement or to require, at any time, performance by the other parties of any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement (or any part), or the right of any of the parties thereafter to enforce each provision in accordance with the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable by any judgment of a tribunal of competent jurisdiction, the remainder of the Terms and Conditions shall not be affected by such judgment, and this Agreement shall be carried out as nearly as possible according to its original terms and intent. This Agreement and the relationship of the parties in connection with the subject matter of this Agreement shall be governed by and determined in accordance with the laws of Switzerland. In the event of a dispute over its interpretation or execution, the courts of the Canton of Zug, Switzerland shall have exclusive jurisdiction. In the event of inconsistencies between the Standard Terms and Conditions and the IMS HEALTH Information Services Order (“Order Form”), the terms of the IMS HEALTH Information Services Order shall prevail.
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Terms & Conditions