Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Customer," "you," or "your") and Phormulate Ltd ("PatientGroups.co," "we," "us," or "our") governing your access to and use of the PatientGroups.co platform, website, and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

2. Service Description

PatientGroups.co is a patient advocacy intelligence platform that provides comprehensive data, analytics, and insights about patient advocacy organizations worldwide. Our Services include:

2.1 Core Platform Features

• Database Access: Searchable database of patient advocacy groups with detailed organizational profiles
• Intelligence Reports: Comprehensive reports analyzing patient advocacy landscapes by therapeutic area, geography, and other dimensions
• Analytics Dashboard: Interactive tools for visualizing and analyzing patient advocacy data
• Search & Discovery: Advanced search capabilities to identify relevant patient organizations
• Data Exports: Ability to export data and reports in various formats (subject to subscription tier)
• AI-Powered Insights: Machine learning-enhanced analysis of patient advocacy trends and connections

2.2 Custom Services

In addition to standard platform features, we may offer custom services including:

• Bespoke Research Reports: Tailored intelligence reports for specific therapeutic areas or regions
• Strategic Consulting: Advisory services on patient engagement and advocacy strategies
• Custom Data Analysis: Specialized analysis based on your specific requirements
• API Access: Programmatic access to our database (subject to separate agreement)

Custom services are subject to separate project scopes, deliverables, timelines, and pricing as agreed in writing.

3. Account Registration and Access

3.1 Account Creation

To access the Services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring your account information remains accurate and up to date

3.2 Account Eligibility

You represent and warrant that:

• You are at least 18 years of age
• You have the authority to bind your organization to these Terms
• Your use of the Services complies with all applicable laws and regulations
• All information you provide is accurate and truthful

3.3 User Accounts and Seats

Your subscription includes a specified number of user seats. Each user must have their own account credentials. Sharing accounts or credentials is prohibited and may result in service suspension or termination.

4. Subscription Plans and Billing

4.1 Subscription Tiers

We offer various subscription plans with different features, access levels, and pricing. Current plans and pricing are available on our website or by contacting our sales team.

4.2 Fees and Payment

• Subscription Fees: Charged monthly or annually in advance, as selected at sign-up
• Payment Terms: Standard payment terms are NET 30 days from invoice date for enterprise customers, or immediate payment for credit card subscriptions
• Currency: All fees are quoted in GBP, USD, or EUR as specified in your agreement
• Taxes: Fees are exclusive of all taxes, which you are responsible for paying
• Late Payments: Late payments may incur interest at 1.5% per month or the maximum rate permitted by law

4.3 Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. We will notify you in advance of renewal and any price changes.

4.4 Price Changes

We reserve the right to modify pricing with at least 60 days' notice. Price changes will take effect at your next renewal. If you do not agree to a price increase, you may cancel your subscription before the renewal date.

4.5 Refunds

Subscription fees are generally non-refundable. However, we may provide pro-rata refunds at our discretion in cases of service failure or other exceptional circumstances. Custom project fees are non-refundable once deliverables have been completed and delivered.

5. Deliverables and Service Standards

5.1 Platform Deliverables

For standard subscription services, we commit to providing:

• Database Access: 24/7 access to our patient advocacy intelligence database (subject to maintenance windows)
• Data Accuracy: Reasonable efforts to maintain accurate, current information, with regular updates
• Report Generation: Ability to generate intelligence reports based on available data
• Platform Uptime: Target uptime of 99.5% (excluding scheduled maintenance)
• Data Updates: Regular updates to the database (frequency varies by subscription tier)
• Support Response: Support responses within 1 business day for standard inquiries, 4 hours for urgent issues (enterprise plans)

5.2 Custom Project Deliverables

For custom research projects, deliverables, milestones, and timelines will be specified in a separate Statement of Work (SOW). Typical custom deliverables include:

• Research Reports: Comprehensive written reports in PDF or other agreed formats
• Data Files: Structured data exports in Excel, CSV, or other specified formats
• Presentations: Executive summaries or presentation decks (if contracted)
• Consultation Sessions: Strategy sessions or findings presentations (if contracted)

5.3 Service Limitations

6. Intellectual Property Rights

6.1 Our Intellectual Property

PatientGroups.co and Phormulate Ltd retain all rights, title, and interest in and to:

• The platform software, code, algorithms, and methodologies
• Our database structure, compilation, and organization
• Our brand names, trademarks, logos, and trade dress
• Pre-existing tools, templates, and frameworks
• Aggregated, anonymized insights and analytics derived from customer usage

6.2 Customer Ownership

You own all rights to:

• Custom Deliverables: Bespoke research reports and analysis created specifically for you (excluding our pre-existing IP and methodologies)
• Your Data: Any data you upload or input into the platform
• Your Derivatives: Works you create using our Services, subject to restrictions on data redistribution

6.3 License Grant

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your internal business purposes
• Download and use reports and data exports in accordance with your subscription plan
• Create derivative works from custom deliverables for internal use

6.4 Usage Restrictions

You may NOT:

• Redistribute, resell, or sublicense our data or Services to third parties
• Create a competing product or service using our data or platform
• Scrape, crawl, or systematically download our database
• Reverse engineer, decompile, or disassemble our software
• Remove or modify any proprietary notices or attribution
• Use the Services for any unlawful purpose

6.5 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide about our Services become our property, and we may use them without obligation or compensation to you.

7. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. Prohibited activities include:

• Violating any applicable laws, regulations, or third-party rights
• Transmitting malicious code, viruses, or harmful components
• Attempting to gain unauthorized access to our systems or other users' accounts
• Interfering with or disrupting the Services or servers
• Using automated tools to access the Services without permission (except authorized API access)
• Impersonating others or providing false information
• Harassing, threatening, or abusing our staff or other users
• Using the Services to contact patient organizations for unsolicited marketing

8. Data Protection and Privacy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you acknowledge that you have read and understood our Privacy Policy.

You are responsible for complying with all applicable data protection laws in your use of the Services, including obtaining necessary consents for any personal data you process using our platform.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• We will provide the Services with reasonable skill and care
• We have the right to provide the Services to you
• We will use commercially reasonable efforts to maintain the security and integrity of the platform

9.2 Disclaimer of Warranties

9.3 No Professional Advice

The Services provide information and intelligence but do not constitute professional advice. You should not rely solely on our Services for medical, legal, financial, or regulatory decisions. Always consult with qualified professionals for such matters.

10. Limitation of Liability

10.2 Cap on Liability

Our total aggregate liability to you for all claims arising from or related to the Services shall not exceed:

• For subscription services: The amount you paid in the 12 months preceding the claim
• For custom projects: The fees paid for the specific project giving rise to the claim
• In all cases: A minimum of £500 GBP

10.3 Exceptions

Nothing in these Terms excludes or limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited under applicable law

11. Indemnification

You agree to indemnify, defend, and hold harmless Phormulate Ltd, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from or relating to:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any rights of third parties
• Your violation of applicable laws or regulations
• Any content or data you submit through the Services

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated in accordance with this section.

12.2 Termination by You

You may terminate your subscription at any time by:

• Canceling through your account settings
• Contacting our support team at support@patientgroups.co
• Providing written notice of termination

Termination will be effective at the end of your current billing period. You remain responsible for all fees accrued through that date. No refunds will be provided for unused portions of prepaid subscriptions.

12.3 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice, if:

• You breach these Terms or our Acceptable Use Policy
• Your account is 30 days past due on payment
• You engage in fraudulent, abusive, or illegal conduct
• We reasonably believe termination is necessary to protect our systems or other users
• We discontinue the Services (with 90 days' notice and pro-rata refund)

12.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You must cease all use of our platform, data, and deliverables
• We may delete your account and data in accordance with our data retention policies
• You remain liable for all outstanding fees and charges
• Sections of these Terms that by their nature should survive (including Sections 6, 9, 10, 11, and 13) will continue to apply

12.5 Data Export

You may request a data export of your custom reports and user data within 30 days of termination. After this period, we may delete your data in accordance with our retention policies.

13. Dispute Resolution

13.1 Informal Resolution

Before pursuing formal dispute resolution, you agree to contact us at legal@patientgroups.co to attempt to resolve the dispute informally. We commit to working with you in good faith to reach a mutually acceptable resolution.

13.2 Mediation

If informal resolution is unsuccessful within 30 days, either party may refer the dispute to mediation under the CEDR Model Mediation Procedure. The mediation shall be conducted in English and held in London, United Kingdom.

13.3 Arbitration

If mediation fails to resolve the dispute within 60 days, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed incorporated by reference. The arbitration shall be conducted:

• By a single arbitrator appointed in accordance with the LCIA Rules
• In English
• In London, United Kingdom
• With each party bearing their own costs, unless the arbitrator decides otherwise

13.4 Exceptions

Either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm, including for intellectual property infringement or breach of confidentiality obligations.

14. Governing Law and Jurisdiction

These Terms and any dispute or claim arising from or related to them or the Services shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Subject to Section 13 (Dispute Resolution), the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises from or in connection with these Terms.

15. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms to the extent such failure or delay is caused by events beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Labor disputes, strikes, or lockouts
• Failure of third-party services, utilities, or telecommunications
• Cyberattacks, distributed denial of service attacks, or malicious interference

If a force majeure event continues for more than 60 consecutive days, either party may terminate the affected Services with written notice, and we will provide a pro-rata refund for any prepaid, unused services.

16. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Notify you via email or prominent notice on the platform at least 30 days before the changes take effect
• Provide a summary of material changes

Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must terminate your subscription before the changes take effect.

For enterprise customers with custom agreements, material changes may require mutual written consent as specified in your agreement.

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Statement of Work, constitute the entire agreement between you and Phormulate Ltd regarding the Services and supersede all prior agreements and understandings.

17.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

17.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative.

17.4 Assignment

You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law, with notice to you.

17.5 Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

17.6 Notices

All notices under these Terms must be in writing and will be deemed given when:

• Delivered personally or by courier
• Sent by email (with confirmation of receipt)
• Five business days after being sent by registered mail

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to legal@patientgroups.co.

17.7 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.

17.8 Export Compliance

You agree to comply with all applicable export control laws and regulations in your use of the Services.

18. Contact Information

If you have questions about these Terms, please contact us: