CARDIFF ONLINE TERMS AND CONDITIONS

Use of an Index implies acceptance in full of the following terms and conditions of use.

IT is agreed as follows:

1. Definitions

2. Intellectual Property and Grant of Rights

2.1 UC3 grants to the Licensee a non-exclusive, non-transferable, worldwide licence to use the Index for the purposes of the Study. For the avoidance of doubt this licence does not extend to (a) the reproduction of the Index on tear pads or (b) the use of the Index for any phone application (including iPhone) or any online or web-based application. Any such uses and/or electronic representation of the Index will require the prior written consent of UC3 or the University.

2.2 The Licensee shall not (without the prior written consent of the University) be permitted to edit or in any way alter or amend the Index. In the event that the Licensee does edit, alter or amend the Index without obtaining the prior written permission to do so from UC3, UC3 shall have the right to terminate this Agreement with immediate effect.

2.3 The Licensee shall not grant sub-licences to use the Index without the express written permission of UC3. However, the Licensee may grant sub-licences to its clients, collaborators, Affiliate(s) or CRO(s) (detailed in the Online Form) on terms no less onerous than those contained within for the purposes of the Study and hereby indemnifies UC3 in respect of any act or omission of such sub-licensee(s). For the avoidance of doubt, the Licensee may not grant a sub-licence to a Tobacco Company.

2.4 The Licensee shall own any data generated by use of the Index in the Study.

2.5 The Licensee hereby warrants it is not a Tobacco Company. The Licensee further warrants the Study is not being undertaken on behalf of a Tobacco Company or an Affiliate of a Tobacco Company.

3. Payment

3.1 The Licensee shall pay to UC3 the sum of £18.00 GB pounds sterling or US$26.00 US dollars for each subject to whom the Index is administered as detailed in Online Form submitted by the Licensee. The Licensee will, in addition, pay VAT at the prevailing rate if applicable.

3.2 Payment shall fall due within sixty (60) days of the date of issue of the UC3’s invoice. In the event that payment is made in any currency other than pounds Sterling, the UC3 reserves the right to charge any fees incurred in currency conversion.

3.3 All payments due under this clause 3 to UC3 shall include the relevant reference number (see table below);

Index	Initials of Index	Reference Number
Dermatology Life Quality Index	DLQI	MyIP 2007015
Children’s Dermatology Life Quality Index	CDLQI	MyIP 2014061
Children’s Dermatology Life Quality Index (Cartoon Version)	CDLQI	MyIP 2019011
Family Dermatology Life Quality Index	FDLQI	MyIP 2015017
Dermatitis Family Impact Questionnaire	DFI	MyIP 2015008
Infant’s Dermatitis Quality of Life Index	IDQOL	MyIP 2015028
Teenagers’ Quality of Life	T-Qol	MyIP 2019012
Psoriasis Family Index	PFI-14	MyIP 2018078
Major Life Changing Decision Profile	MLCDP	MyIP 2019053

and shall be paid in cleared funds to the following bank account:

Account Name: University College Cardiff Consultants Ltd
Account Number : 18328860
Sort Code: 30-67-64
Address: Lloyds Bank, 1 Queen Street, Cardiff CF10 2AF
Bic Code: LOYDGB21707
IBAN: GB41 LOYD 3067 6418 3288 60

3.4 No refund will be provided in the event the Licensee does not utilise the licence granted under this Agreement or if the extent of use is lower than originally envisaged on the Online Form.

3.5 Interest shall accrue on any sum due under this agreement, at a rate of4% a year above the Bank of England’s base rate from time to time. This interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.

4. Disclaimer

4.1 The Index, information and advice on interpretation of the Index are wholly and in part provided ‘as is’. Neither UC3 nor the University warrants that any of the above, where provided, are fit for any purpose or do not innocently infringe any third party intellectual property rights.

4.2 Save in respect of claims for death or personal injury arising from negligence by UC3 or the University, neither UC3 nor the University shall be liable for any loss or damage, howsoever caused, including but not limited to loss of profit or business, consequential loss or damages, arising from the Licensee’s use of the Index or any information and advice on interpretation of the Index provided by the University.

4.3 Neither UC3 nor the University have any liability for any direct or indirect damage or loss caused by the Index, and even in the event UC3 and/or the University are held responsible for the same, the limit of such liability is the licence fee paid by the Licensee under clause 3.

5. Support

Neither UC3 nor the University shall be under an obligation to provide any support whatsoever to the Licensee in the implementation of the Index. Any provision of support requested by the Licensee will be by separate agreement between UC3 and/or the University and the Licensee.

6. Storage of information

The Licensee agrees that its contact details may be held by UC3 and the Universityon a secure database (in accordance with the relevant Data Protection Legislation) and shall be used for the purpose of administration of this Agreement only.

7. Duration and Termination

7.1 This Agreement shall take effect immediately upon the Licensee submitting the Online Form and shall continue until six months after the completion date of the Study as detailed in the Online Form, if no such completion Study date was specified this Agreement shall terminate 24 months after submission of the Online Form. Thereafter the parties may at their sole discretion extend this Agreement by mutual agreement in writing.

7.2 UC3 reserves the right to terminate the License immediately if it is of the reasonable opinion (a) the Online Form submitted by the Licensee is incomplete or incorrect or (b) the Licensee’s use is bringing the Index or another party’s reputation into disrepute or (c) the Licensee fails to participate (subject to a request from UC3 and/or the University) or fails to be approved by UC3 and/or the University’s financial due diligence processes within a reasonable period of the date of this Agreement or (d) a breach of clause 2.5 or (e) late or non-payment of monies due under clause 3 or (f) the Licensee or any of its Affiliates is an organisation registered or located or undertaking business in Russia and/or the Republic of Belarus.

7.3 Any party (the “Terminating party”) may terminate this Agreement by notice in writing to any of the other parties if that other party (the “Defaulting Party”):-

a) shall commit any material breach of this Agreement and, where such breach is capable of remedy, shall fail to remedy such breach within 30 (thirty) days after receipt of written notice from the Terminating Party requiring the breach to be remedied; or

b) becomes insolvent, or if an order is made or a resolution is passed for its winding up (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if a manager, administrator, administrative receiver or receiver is appointed in respect of the whole or any part of its assets or business, or if it makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt in any country in the world.

7.4 Upon termination or expiry of this Agreement the Licensee shall cease to use the Index and destroy all copies of the Index in its possession.

7.5 The termination or expiry of this Agreement howsoever arising will be without prejudice to the rights and duties of all parties accrued prior to termination. Clauses 2.1 to 2.4 inclusive, clauses 3.1 to 3.3, clauses 7, 8, and 9, together with the definitions of clause 1 are expressly intended to survive termination of this Agreement.

8. Notices

Any notice required or authorised to be given hereunder shall be in writing and served personally or sent by post addressed to the relevant parties as follows:

UC3:

For the attention of

Deputy Director, Research & Innovation Services
University College Cardiff Consultants Limited
McKenzie House, 30-36 Newport Road,
Cardiff,
CF24 0DE
United Kingdom

The University

For the attention of
Director Research and Innovation Support Cardiff University
McKenzie House, 30-36 Newport Road,
Cardiff
CF24 0DE, United Kingdom

For the Licensee:

Address as per the Online Form

or to such other address as may from time to time be notified to the other party hereto in writing for this purpose. Any notice served personally shall be deemed to have been given upon such service. Any notice sent by post shall be deemed to have been served five 5 days after the same shall have been posted and in proving such service it shall be sufficient to prove that the letter was properly addressed and posted.

9. Miscellaneous

9.1 UC3 may keep the Licensee informed by occasional e-mails of any updates to the Index.

9.2 Nothing in this Agreement shall be deemed to constitute any of the parties hereto as the agent for another party. The Licensee may not state or imply that UC3 or the University endorses or is affiliated with any entity, organisation, company or product.

9.3 The Licensee may not assign its rights or delegate its responsibilities under this Agreement without the written consent of UC3 and the University. However, the Licensee may assign this Agreement to an Affiliate or a successor or assignee of substantially all of Licensee’s business or a successor to that area of its business to which this licence is related subject to serving a notice of such assignment to UC3 within 30 days of said assignment. This Agreement cannot be used by the Licensee to obtain data to be used in studies other than the Study.

9.4 Each party shall comply fully at all time with all applicable laws and regulations, including but not limited to applicable anti-corruption laws, of the territory in which it conducts business.

9.5 The parties shall not, directly or indirectly, do anthing which will constitute an offence under the provisions of the Bribery Act 2010, or which might put the other in the position of committing an offence under Section 7 of that Act.

9.6 This Agreement constitutes the entire agreement of the parties about its subject matter, supersedes all prior communications, understandings and agreements (whether written or oral) relating to its subject matter and may not be amended or modified except by agreement in writing signed by each of the parties.

9.7 This Agreement may be executed in any number of counterparts, each of which so executed will be an original, but together will constitute one and the same instrument.

9.8 The validity, construction and performance of this Agreement shall be governed by English and Welsh law and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales, to which the parties to this Agreement submit.

9.9 Nothing in this Agreement confers or purports to confer on any third party any right to enforce any term of this contract.