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IMS HEALTH PORTUGAL 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 Terms and Conditions together with any order forms signed by the Client for the supply of chargeable services via IMS HEALTH LIMITED ("Order Forms"), constitute the Agreement regulating, during its term, the relationship between IMS HEALTH LIMITED ("IMS HEALTH") and you, the Client, as defined on the Order Form or by the registration details supplied to IMS HEALTH (as applicable). The supply, by IMS HEALTH, of Information, Data, Documentation and Analysis via or in relation to this web site (as applicable), (collectively referred to as "PORTUGAL Early Insight"), will be subject to Client's acceptance of these Terms and Conditions and acceptance of the order by IMS HEALTH.
2. Fees / Payment / Delivery:
Any fees (if applicable) due by the Client are as detailed on the Order Form signed by the Client or on the invoice. The Client shall pay each invoice within thirty (30) days of the date of the invoice. 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.
In addition to any fees, which the Client agrees to pay, the Client shall have the exclusive responsibility for and agrees to pay 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. Where such amounts are levied by IMS HEALTH, they shall be as detailed on the invoice and paid by the Client. IMS HEALTH will rely on information provided by the Client regarding their own tax status in order to determine the tax status of the fees.
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 shall be charged at the 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.
3. Access Arrangements:
PORTUGAL Early Insight will be available to users who have been nominated by the Client and who have registered with and been accepted by IMS HEALTH ("permitted users"). IMS HEALTH shall allocate a user ID and password to each permitted user. IMS HEALTH will only validate the identity of a permitted user accessing PORTUGAL Early Insight by checking these items and the Client acknowledges that it has responsibility for ensuring that only appropriately authorised staff access PORTUGAL Early Insight, and that the user ID and password is only used by the staff member to whom it has been allocated. The Client will take responsible measures to ensure that any user IDs and passwords used by permitted users will be kept confidential including, but not limited to, not storing them on any computer in unencrypted text. The Client will notify IMS HEALTH in writing in the event that the Client becomes aware of any unauthorised use and/or access to PORTUGAL Early Insight. If a Client's staff member having access to PORTUGAL Early Insight leaves Client's employ Client shall notify IMS HEALTH immediately and IMS HEALTH shall terminate the user ID and password used by such staff member. IMS HEALTH reserves the right to audit the Client's use of PORTUGAL Early Insight to ensure compliance with this Agreement.
4. Rights:
IMS HEALTH hereby grants to the Client on a individual basis, a non-exclusive and non-transferable licence to use PORTUGAL Early Insight data selected by the Client and provided by IMS HEALTH to permitted users for use exclusively whilst in the employ of the Client. PORTUGAL Early Insight is the property of IMS HEALTH and is protected to the extent permitted by law, including without limitation, copyright and database right laws and by international treaties. No use of any IMS HEALTH trademark, trade names, trade dress and products on this site may be made without the prior written authorization of IMS HEALTH, except to identify the product or services of the company as set out in this agreement. Except as permitted above, no licence or right, express or implied, is granted to any person under any patent, trademark or other proprietary right of IMS HEALTH. Each PORTUGAL Early Insight licence ordered by the Client from IMS HEALTH will permit the following:
  a. use of Information, Software and Data for the Client's own direct benefit and use. Reasonable limited quantities of the Information or Data may be extracted, re-utilized, copied or transferred by the Client for the Client's internal use in connection with the use of PORTUGAL Early Insight. All Information so used is subject to all the following conditions:
  i. It is credited to IMS HEALTH as follows: Reprinted with permission from IMS HEALTH Copyright©2001 IMS HEALTH LIMITED. All rights reserved.
  ii. All copyright and other proprietary notices are kept intact.
  iii. The information is not disassembled or modified in any way.
Modification of the Information or use of the Information for any other purpose is a violation of IMS HEALTH's copyright and other proprietary rights; and
  b. use of the Documentation in support of the Client's use of PORTUGAL Early Insight. Reasonable limited 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 PORTUGAL Early Insight.

IMS HEALTH does not grant, and the Client does not receive, any title or other interest in PORTUGAL Early Insight, except for those rights explicitly granted within this Agreement.
5. 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;
  b. make PORTUGAL Early Insight content available outside the site where the licensed users work via a networked computer system or equivalent, including, but not limited to Client's Intranet and Extranet or utilize data warehousing in relation to PORTUGAL Early Insight, unless written approval is obtained from IMS HEALTH and any applicable licence fee paid;
  c. sub-license, distribute, disclose, transfer or declare a trust of its rights in the Information, Documentation, or Data, in whole or in part, to any third party, without the express written consent of IMS HEALTH. Any attempt to assign, transfer, sub-license or declare a trust of its rights without such consent shall render such assignment, transfer or sub-license, or declaration void;
  d. reverse engineer, decompile, or disassemble PORTUGAL Early Insight or attempt to do so, save to the extent (if any) provided by law;
  e. use or disclose any components of PORTUGAL Early Insight, including, without limitation, the Data or Documentation, in any litigation or legal, judicial or administrative proceeding unless IMS HEALTH agrees otherwise in writing in advance; or
  f. use PORTUGAL Early Insight after any termination by IMS HEALTH of any licence granted under this Agreement.
6. Term / Termination:
This Agreement shall commence on the date IMS HEALTH accepts the Client's signed order form, or on the date IMS HEALTH makes PORTUGAL Early Insight available, if earlier. Unless otherwise indicated in the product terms or the invoice (if applicable), the initial term of this Agreement shall be for one (1) year. After the initial term, it shall continue until:
  a. either party gives the other not less than six(6) months notice of termination in writing by registered letter; or
  b. within one month after any new prices have been communicated by IMS HEALTH, where they are communicated within said prior notice of termination period. The client shall pay for all PORTUGAL Early Insight relating to this notice period.
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 licence 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.
Paragraphs 7, 8, and 10 of these Terms and Conditions will continue in full force and effect after termination of this Agreement.
7. Confidentiality:
The Client acknowledges and agrees that PORTUGAL Early Insight is 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 PORTUGAL Early Insight or other confidential information of IMS HEALTH, except as expressly provided under this Agreement or otherwise expressly permitted by IMS HEALTH in writing. The Client agrees to treat PORTUGAL Early Insight 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.
The Client shall use its best efforts to ensure any employees of the Client receiving PORTUGAL Early Insight are informed of and appreciate the confidential nature of PORTUGAL Early Insight, 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 PORTUGAL Early Insight shall have such access and only to those portions of PORTUGAL Early Insight necessary to fulfil the Client's internal business purposes.
This paragraph 7 shall not apply to any information which:
  a. is in the Client's possession prior to the date of this Agreement and is not already covered by a confidentiality obligation;
  b. is without obligation of confidentiality prior to its disclosure; or
  c. came to be within the public domain without breach by the Client of its obligations under this Agreement.
8. Accuracy of Information:
IMS HEALTH reserves the right to make additions, deletions or modifications to the Information on this site without prior notification. IMS HEALTH may also make improvements and changes to matters described on this Site at any time without notice.
9. 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 PORTUGAL Early Insight with all reasonable skill and care.
IMS HEALTH reminds the Client that PORTUGAL Early Insight includes estimates and forecasts of pharmaceutical product sales and that forecasting is based upon the imperfect ability to predict events in the future, and that the underlying information (including historical data) is obtained from numerous sources, whose reliability cannot always be verified. Therefore, IMS HEALTH shall not bear any responsibility for errors and/or omissions in PORTUGAL Early Insight, or for any resulting losses, damages or expenses arising therefrom (whether or not due to the negligence of IMS HEALTH).
Save as set out above, PORTUGAL Early Insight is provided on an "as is" basis without any further warranties of any kind. IMS HEALTH does not warrant that PORTUGAL Early Insight 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 PORTUGAL Early Insight to its needs and objectives.
IMS HEALTH shall be liable for the inaccuracy, incompleteness or late delivery of any PORTUGAL Early Insight, only when such inaccuracy, incompletely 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 shall not be liable for downtime or slowdowns of the Internet that are not caused or controlled by IMS HEALTH including, but not limited to, denial of service attacks by third parties or downtime that results from improper or unskilled use of the Internet-access software.
IMS HEALTH's liability for any claim arising out of or in connection with the 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, or for 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 fee (excluding VAT) paid by the Client under this Agreement for PORTUGAL Early Insight. IMS HEALTH does not exclude or limit liability for death or personal injury caused by negligence, or for fraudulent misrepresentation.
10. 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.
11. Data protection:
By entering into this Agreement, the Client agrees that any "Personal Data" (as defined by the Data Protection Act 1998) provided to IMS Health in connection with this Agreement may be processed by IMS Health for the following purposes:
(a) administration and provision of the Information Services, including support, maintenance and billing of the Information Services; and
(b) to identify and inform the Client, whether by mail, facsimile, electronic mail, or by other means of communication, of additional IMS Health products and services, which may be of interest to the Client.
The Personal Data may be shared for these purposes within the IMS Health group of companies, including with those based in countries outside the European Union, such as the United States. In this case, IMS Health will keep the Personal Data secure and confidential, although the importing countries may not provide statutory protections for personal information equivalent to those found within the European Union.
By entering into this Agreement, the Client represents and warrants that it has drawn the attention of its employees, consultants and agents to this clause, and has obtained informed and express consent from them to the processing of their Personal Data as outlined in this clause.
If the Client, its employees, consultants or agents do not wish to receive further information from IMS Health under section (b) above, please contact the Client’s Account Team at IMS Health.
12. 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 misrepresentations. IMS HEALTH reserves the right to change these Terms and Conditions from time to time. The revised Terms and Conditions will be posted onto the website and will take effect from the date of such posting unless otherwise specified therein. No other modifications or amendments or any waivers 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. IMS HEALTH reserves the right to assign or sub-contract any or all of its rights and obligations under this Agreement to any of its affiliates. 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 the Agreement is held to be invalid or unenforceable by any judgement of a tribunal of competent jurisdiction, the remainder of the Terms and Conditions shall not be affected by such judgement, 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 England and Wales. In the event of a dispute over its interpretation or execution, the courts of England and Wales (the "Courts") shall have exclusive jurisdiction and the Client hereby irrevocably agrees to submit to the jurisdiction of the Courts. All notices, demands or other communications required shall be in writing. In the event of inconsistency between any Order Form and these Terms and Conditions, the Order Form shall prevail.
© 2003 IMS Health Incorporated or its affiliates. All rights reserved.
Terms & Conditions