1. DEFINITIONS

In these Conditions the following expressions shall have the following meanings:

Affiliates: 
means in relation to redthread, any other company which from time to time is directly or indirectly controlling or controlled by or in common control by or of redthread and “control” means power to direct the management and affairs of such other company by whatever means.

Budget:
means any costing or quotation provided by redthread setting out the Fees payable for the Services.

Client:
means the Party placing a SOW.

Conditions: 
means these conditions of supply of Services.

redthread
means Red Thread Market Access Limited, a limited liability company incorporated in England and Wales under company number 12339757 whose registered office is at 2 Sweetmans Road, Oxford, England, OX2 9BA acting for itself and for an on behalf of its Affiliates.

Fees:
means the fees set out in the SOW.

Parties:
Client and redthread.

Personnel:                      
means all employees, agents, consultants and freelancers (including those operating through an agency, under an umbrella company, or through a personal services company) of redthread or its Affiliates.

SOW:    
means any Statement of Work (SOW) to place an order for the provision of services by Client with redthread for Services which may be by way of formal written SOW in Client’s or redthread’s standard format SOW or purchase order or by way of other instructions to carry out Services, whether in writing (including electronic means) or agreed orally between the Parties.

SOW Acceptance:         
means any confirmation in writing by redthread of its acceptance to provide the Services, including signature of a SOW.

Contract:                         
means the contract concluded between the Parties in accordance with Clause 2.

Services:                          
means the services described or identified in the SOW that redthread agrees to perform and carry out.

Work Product:               
means all drawings, designs, blueprints, photographs, sketches, results, processes, plans, recommendations and all other material and ideas prepared or developed by redthread exclusively for on behalf of or in conjunction with Client through the provision of Services excluding any materials produced by redthread which are not accepted or otherwise delivered to Client (such as proofs and proposal documents) or in respect of which redthread has not received Fees.

2. FORMATION OF CONTRACT

2.1 Where Client instructs redthread to carry out Services whether by issue of a formal written SOW or by any other means, a contract is created upon the earlier of (i) the return by redthread of a SOW Acceptance to Client or (ii) upon redthread acting in accordance with the Client’s instructions, but in all instances, the terms of these Conditions shall apply to the provision of such Services.

2.2 The Parties may agree to specific additional contract conditions and these, if any, shall be set out or referred to in a SOW. In the event of conflict between these Conditions and any additional conditions specified on the SOW these Conditions shall prevail unless specifically specified to the contrary.

2.3 Subject to Clause 2.2, these Conditions shall be the sole terms and conditions of the Contract. No other terms or conditions shall apply to the Contract unless expressly accepted in writing by authorised signatories of both Parties and no alteration, addition, amendment or substitution to these Conditions shall be binding unless expressly accepted in writing by redthread to be binding and to supersede and replace these Conditions.

3. PERFORMANCE OF SERVICES

Services shall be provided in accordance with the terms specified within the SOW by appropriately qualified and skilled personnel. Time for delivery of Services shall not be of the essence in the Contract unless specifically specified in the SOW. Client remains responsible for reviewing each Work Product for compliance with all applicable codes, laws and regulations in all relevant territories. If the Services lead to the authoring of articles or publications the Parties will comply with with the International Committee of Medical Journal Editors criteria concerning authorship attribution and disclosure of relationships with industry.

4. FEES & INVOICING

4.1 The Fees for the Services are set out in the SOW. Client understands and accepts that any Budget accompanying the SOW is prepared upon the basis of the information supplied by Client at the time of entry into this Contract. However, redthread makes no warranty or representation that the Budget will be sufficient to complete the Services and if any of the assumptions contained in the Budget assumptions change or are shown by redthread to be inaccurate, redthread shall be entitled to recover its reasonable additional costs and expenses by a corresponding increase to its Fees.

4.2 If, as a result of any act or omission by Client or its agents that is not directly and wholly caused by redthread (including the provision of any incorrect or inadequate information or data by Client), redthread is prevented or delayed from performing any of its obligations under the SOW or the cost of such performance increases, then (i) the time for performance of redthread’s obligations will be extended for a reasonable period; Client shall pay redthread at redthread’s standard rates for any additional time spent and materials used by it with respect to any delays or extra work caused by such act or omission of Client; and redthread may recover all other reasonable costs, loss or damage from Client which it sustains as a direct result of such act or omission.

4.3 Payment is due thirty days after the date of invoice, unless otherwise stipulated in the SOW.

4.4 All Fees are subject to annual inflationary increase at the official UK RPI from 1st January each year and are exclusive of Value Added Tax and are payable in Pounds Sterling unless expressly agreed otherwise.

5. COSTS & EXPENSES

In addition to the Fee, Client shall reimburse redthread the full amount of any costs or expenses wholly and exclusively incurred in the provision of the Services. An administration charge may be charged for management of certain costs or expenses.

6. LIABILITY

6.1 Client shall indemnify redthread, its directors, officers and employees and pay in full for any complaints, claims, actions, proceedings, costs, expenses, losses, damages and liabilities whatsoever and howsoever arising (including reasonable legal costs and the full cost of its employees’ time involved in dealing with any of the same) in respect of any damages, liabilities, claims, costs and expenses sustained as a result of entering into the Contract and performing the Services except where redthread has acted with gross negligence or willful misconduct. Save as prohibited by law, the maximum aggregate liability of redthread arising out of or in connection with the Contract shall not exceed the value of the Fees for Services received by redthread. Neither Party will be liable to the other for any indirect, incidental or consequential loss or damages.  redthread shall not be liable for checking the accuracy or integrity of any materials or data supplied to redthread by the Client or its agents for the purpose of carrying out the Services unless this is specifically stated to be part of the Services in the SOW.

7. NON-SOLICITATION

Client may not solicit (whether directly or indirectly) the employment of any of redthread’s employees or consultants who are directly involved in the performance of the Contract during the term of the Contract under which that employee or consultant was working, or for 12 months thereafter, and in the event that Client does solicit any such employee or consultant, Client shall pay redthread a fee of 25% of the salary/fees paid by redthread to such consultant or employee in the previous 12 months, to compensate redthread for the disruption caused.

8. TERMINATION AND CANCELLATION

8.1 Either Party may upon not less than 30 days prior written notice, addressed to other Party’s registered office, terminate the Contract for any reason without liability except as expressly provided in these Conditions. redthread shall be entitled to recover all non-cancellable or refundable costs and expenses incurred up to the termination date including without limitation where relevant, all fees for each redthread allocated resource as a consequence of such termination during the notice period and all redthread’s costs and expenses. Each Party, without prejudice to any other rights it may have, may immediately terminate the Contract by written notice to the other in the event the other Party becomes insolvent, is liquidated or is put into receivership.

8.2 Notwithstanding termination of the Contract for any reason the provisions of Conditions 6, 7, 8 and 10 shall continue in full force and effect.

9. Intellectual Property Rights

9.1 For the avoidance of doubt, Intellectual Property Rights that are owned by either Party prior to the commencement of the Contract and used in connection with the performance of the Contract shall remain the property of the party introducing the same.

9.2 Subject to the above, and with the exception of any third party intellectual property rights or redthread licenced property, the rights in all Services and Work Product shall be assigned to the Client upon payment in full by Client of all Fees and expenses. For the purpose of this Clause, Work Product shall exclude any materials produced by redthread which are not accepted or otherwise delivered to the Client (such as proofs and proposal documents) or in respect of which redthread has not received the Fees.

9.3 redthread shall not divulge to any third party, or use in the course of providing services to any third party, any drawings advice, designs, sketches, plans, presentations or other deliverables created by redthread in the course of providing the Services which contain any confidential information of the Client or from which any such confidential information may be derived. For the avoidance of doubt nothing shall prevent redthread from utilising or implementing any ideas, innovations, techniques, strategies or methods in the course of performing any Services for any third party customer.

9.4. In the event that the Client chooses to modify the deliverables for its own use then redthread shall not be responsible for such modifications.

10. FORCE MAJEURE

10.1 No Party hereto shall be responsible or liable to the other for any failure or delay if such failure results from circumstances reasonably beyond the control of such Party, including without limitation, war (whether or not declared), or other emergency; riot, fire, explosion, flood, volcanic eruption or other Act of God (including extreme weather conditions); strike, lock-out or other major labour difficulty; epidemic and pandemic; act of terrorism; nuclear accident or incident; death or incapacity of a key team member; any injunction, decree, order, law or regulation of any public authority; or inability to obtain electricity, fuel or raw material (each an “Event of Force Majeure”).

10.2 The Parties shall discuss in good faith in order to find out the best solution to limit the consequences of any Event of Force Majeure. Notwithstanding the foregoing, to the extent that an Event of Force Majeure continues for a period in excess of 30 days from the occurrence of such event, either Party may terminate the Contract without incurring any liability to the other Party.

11. GENERAL

11.1 Neither Party may assign or transfer the Contract or any part thereof to any other person without the written consent of the other, other than to an Affiliate.

11.2 The invalidity or unenforceability for any reason of any provision of these Conditions shall not prejudice or affect the validity or enforceability of its other provisions.

11.3 A party who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.5. It is intended that the limitations set out in these Conditions apply to any and all liability or cause of action however alleged or arising, including without limitation, negligence, professional errors and omissions and breach of contract, and whether arising in common law, tort or otherwise, unless otherwise prohibited by law. No limitation of liability in these Conditions shall limit or exclude any liability for fraud.

11.5 Failure by either Party to exercise or enforce any right shall not be construed to be a waiver nor operate so as to preclude the exercise or enforcement thereof at any subsequent time or on any subsequent occasion.

11.6 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Conditions.

11.7 Any notices or communications concerning the Contract (except communications relating to the Services for which fax or email is sufficient) should be in writing and served by prepaid first class post or by courier and shall be deemed to have been given five (5) business days following posting or to have been given one day after being sent by overnight courier delivery.

11.8 Each party shall ensure that it complies with all applicable anti-bribery legislation, regulations, codes and/or sanctions, both national and foreign, including the US Foreign Corrupt Practices Act of 1977 as amended and the UK Bribery Act 2010 in carrying out the Contract and failure to do so shall entitle the other Party to terminate the Contract immediately without notice or penalty.

11.9 Each Party shall treat as confidential such information obtained from the other during the course of negotiations and pursuant to a SOW and shall not use or divulge such information to any third party (except to such Party’s own Personnel and then only to those Personnel who need to know the same) without the other Party’s prior written consent, provided that this clause shall not extend to information which was rightfully in the possession of such Party. Each Party shall ensure that its Personnel comply with the provisions of this clause. Each party shall ensure that it complies with all applicable data protection and data privacy laws and legislation.

11.10 redthread may (i) sub-contract the performance of any of the obligations undertaken by it under this Agreement and any SOW to any other person and/or (ii) delegate the provision of any of the Services to redthread Personnel of any Affiliate and administrative tasks such as couriers, printers, and translators without the prior consent of the Client. Where Client insists that Service Provider contracts with a third party for the provision of any of the Services, redthread shall not be liable for the acts or omissions of such party.

11.11 These Conditions shall be automatically superseded and replaced upon the entry of the Parties into a formal written service agreement negotiated and signed by authorised signatories of both Parties.

11.12 The validity, construction and performance of the Contract shall be governed by and interpreted in accordance with the laws of England and the Parties hereby submit irrevocably to the non-exclusive jurisdiction of the English Courts.

11.13 These Conditions may be updated from time to time by redthread. Accordingly Client should keep a record of these terms entered at the time of Contract.

Version 1.0 | Last updated 24 April 2024