Terms of Use

Last updated: 26 May 2025

1. Welcome

Welcome to the nuaxia Website. We operate this Website to facilitate the opinions of our Members being used in decision-making of businesses and institutions and to govern our relationship with our Clients. Your use of the Services and/or, this Website is subject at all times to the terms and conditions set out in these terms of use including the those set in Appendices A and B, as applicable below ("Terms"). You may not use the Services or the Website if you do not agree with the Terms, nor if you are under the legal age or are otherwise incapable or unable to be legally bound by the Terms.

Please note: subject to the immediately following provision:

the provisions of Appendix A (Terms for Client) shall apply only to Clients; and
the provisions of Appendix B (Terms for Members) shall only apply to Members.

You may only be registered as a Client or a Member. If you have previously been registered as a Member and you then register as a Client, your Client registration shall prevail and your Member registration will be suspended. However, you will continue to be bound by the Terms of Use for Members as well as those for Clients.

Defined words and phrases are either as defined in the body of these Terms or as set out in Appendix C.

2. Who We Are

nuaxia Limited is a company registered in England and Wales with registered number 10091312 and whose registered office is at 5 Walpole Avenue, Richmond, Surrey, TW9 2DJ (the “nuaxia”).

3. Your Acceptance

Please read these Terms of Use carefully before using the Website, registering as a Client and/or participating as a Member.

IF YOU DO NOT ACCEPT TERMS OF USE, YOU SHOULD NOT USE THE WEBSITE, REGISTER AS A CLIENT, USE THE SERVICES OR PARTICIPATE AS A MEMBER.

4. Changes to these Terms of Use

nuaxia reserves the right to modify or amend these Terms of Use or any part at any time. All changes will be effective immediately upon their publication on the Website. By accessing the Website or using the Services following the publication of changes to these Terms of Use, you agree to all such changes. As a Member, for each new engagement with us, you will always be provided with a link to our current Terms of Use.

5. Registration

Where you wish to use a self-serviced Service or our Data Service, you need to register on the Website and obtain an individual account that includes a password. Where you wish to access our reporting portal, you will also need to have an individual account. Clients must provide their work email address that must be personal to you and valid. Clients may not provide private emails, and emails from corporates which supply data collection services are not accepted.

Such Services are a single user service. If you choose to share your login and password details with another colleague, you and your Organisation remain solely responsible for that use and ensuring compliance with the terms of this Agreement.

Registration is not required for our other services.

6. Password Security

You are solely responsible for the use of your login and password. You agree to keep these confidential. You must contact us immediately if you believe or have reasonable cause to believe that your confidentiality has been compromised or if there has been unauthorised activity on your account. You are responsible for your account and all activities occurring in connection with the use of your account, whether or not you authorised such activities.

7. Acceptable Uses

The Service is provided to carry out market research. Your use of the Service must be in keeping with the relevant legal and regulatory compliance requirements. Clients must only use it for Internal Business Operations.

8. Prohibited Users

You must not:

be a consumer. This Service is only available to Businesses, Institutions and similar commercial, educational, charitable or governmental bodies. It is not available to consumers or individuals.
be involved in any data collection or content distribution or recruitment business or any a similar or competing service.

9. Prohibited Uses

You must not use the Website, access or use the Service (in each case as reasonably determined by us at our discretion):

to send commercial messages or invitations. We do not allow any marketing, promotional activity and/or sales-related activity, under the guise of market research or similar;
to request, collect, store and/or disclose any personally identifiable data from any Member;
to provide your contact details or make any request or suggestion to a Member about contacting directly;
provide a link or reference to any Website, whether it be your own or a third party;
in breach of any privacy Laws;
to communicate anything that we deem to be harmful, abusive, discriminatory (sexual, racial, ethnically, religious), indecent, hateful, threatening, libellous, defamatory, slanderous or otherwise unlawful;
attempt to use this Website and/or Service is a manner intended to circumvent these Terms (e.g. re-register if in your membership has been terminated due to a breach of these Terms);
to use any of the Media Responses in any advertising campaign, promotional material, webpage or in any other way which would enable the Data to be accessed or viewed by anyone other than the Client’s personnel. You may allow third party agencies to access this Website if bound by these Terms of Use;
to use or present the Survey Results or Video Interview Results in a misleading or illegal manner or in any manner which could adversely impact upon the goodwill of nuaxia;
if you are an agency who has conducted a Survey for a manufacturer. The nuaxia Survey Results must be credited as “research using nuaxia”;
To use the Survey Results or Video Interview Results in connection with any dispute resolution, litigation arbitration or other legal proceedings;
to prove, scan or test the vulnerability of the Website and the Services unless authorised in writing to do so by nuaxia;
relating to any malware and malicious use. You may not interfere with or disrupt the Website or the Services, such as by engaging in excessive usage, launching denial of service attacks, or uploading or transmitting viruses, harmful materials or other malicious code. You may not use spiders, robots or other automated data mining techniques to catalogue, download, store or otherwise reproduce or distribute content available on the website or to manipulate the results of any activity carried out on the website including, but not limited to, any Surveys provided by the Service. You may not attempt to access the Website by using a method other than through the interfaces and instructions that we provide;
to frame portions of the Website within any other website, alter the appearance of the Website or establish links from any other website to the Website other than to the home page;
to use the Website or Services for the purpose of building a competitive product or service;
to make any attempt to reverse engineer the Website or Services. You may not use any technique including automated systems or software to extract or scrape data from the Website or other interfaces though which we make our Services available;
to use the Website or Services in any manner which infringes or could infringe the Intellectual Property rights of others;
to resell or lease and of the same. You may not assign, transfer, resell, distribute, lease or otherwise use the Service except as agreed herein;
to use this Website to disclose or otherwise use any patient-identifiable data or any clinical or non-clinical data that is identifiable to any individual;
for any purpose prohibited or restricted by any Law, including without limitation laws related to unsolicited email messages, online communications with minors and privacy laws and regulations including those protecting "Protected Health Information" or in violation of these Terms of Use.

10. Intellectual Property

All Intellectual Property in the Website and its Services is owned by nuaxia unless otherwise stated in these Terms.

11. Ownership of the Website

Neither these Terms of Use nor your use of the Website or the Services grants you ownership in the Services or the content you access through the Services (other than as provided for in these Terms). These Terms of Use do not grant you any right to use nuaxia’s name, logo, other brand elements or other proprietary materials unless expressly required under these Terms.

12. Breach of Copyright

Any copyright or Intellectual Property claim that your work has been exploited in a way that constitutes copyright infringement, you may should notify us at support@nuaxia.com.

13. Confidentiality

a. You acknowledge that confidential information may be exchanged pursuant to these Terms. You shall use no less than the same means you use to protect your similar confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information. You agree that you will not disclose or use the Confidential Information except for the purposes of these Terms and as authorised herein. You will promptly report to nuaxia any unauthorised use or disclosure of Confidential Information that you become aware of and provide reasonable assistance to nuaxia (or its licensors, Clients or Members) in the investigation and prosecution of any such unauthorised use or disclosure.

Notwithstanding clause13.a above, you may use or disclose the Confidential Information to the extent that such Confidential Information is: (a) already known by you without an obligation of confidentiality, (b) publicly known or becomes publicly known through no unauthorised act of yourself, (c) rightfully received from a third party without any obligation of confidentiality, (d) independently developed by you without use of the Confidential Information, (e) approved by Discloser for disclosure, or (f) required to be disclosed pursuant to a requirement of a governmental agency or law so long as you provides nuaxia with notice of such requirement prior to any such disclosure and takes steps reasonably necessary to maintain the information in confidence.

You shall, and shall cause all of your employer, contractors and consultants who have access to Confidential Information to, safeguard and maintain the Confidential Information in strict confidence and shall cause your employer, contractors and consultants not to, disclose, provide, or make such Confidential Information or any part thereof available in any form or medium to any third party person except to nuaxia’s employees, contractors and consultants who have a need to access such Confidential Information in order to enable you to exercise its rights under this Agreement. You agree not to: (a) disclose to third parties (whether in writing or orally) any benchmark test data related to our Services, and (b) use nuaxia’s Confidential Information to create any computer software or documentation that is substantially similar to the Software.

14. Exclusion of Certain Liability

Please read the provisions of this clause 15 with particular care, as they describe certain exclusions and limitations on liability that may arise during the provision of the Services and/or access by you of the Website.

WE TRY TO KEEP THE WEBSITE AND SERVICES UP TO DATE, BUG-FREE, AND SAFE, BUT YOU USE THEM AT YOUR OWN RISK. WE ARE PROVIDING ACCESS TO THE WEBSITE AND USE OF THE SERVICES "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF ANY THIRD PARTY RIGHTS. WE DO NOT GUARANTEE THAT THE WEBSITE OR SERVCIES WILL BE SAFE OR SECURE.

NUAXIA IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU HEREBY RELEASE AND INDEMNIFY AND AGREE TO KEEP INDEMNIFIED NOW AND IN THE FUTURE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY, LOSS OF DATA, OR FOR ANY LOSS OF ECONOMIC USE, NOR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS, YOUR ACCESS OF THE WEBSITE AND/OR THE USE OF THE SERVICES WILL NOT EXCEED THE LOWER OF ONE HUNDRED POUNDS (£100) OR THE AMOUNT OF THE SERVICE FEE YOU HAVE PAID US IN THE PAST TWELVE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, NUAXIA'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

NOTWITHSTANDING THE ABOVE TERMS, NOTHING IN THESE TERMS SHALL OR IS INTENDED TO EXCLUDE OR LIMIT OUR LIABILITY TO YOU FOR DEATH, PERSONAL INJURY OR FOR ANY OTHER LIABILITY FOR LOSS WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED.

NO ACTION MAY BE BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION FIRST AROSE.

15. Indemnification

You shall at your own expense indemnify, defend and hold us, our affiliates and their respective officers, directors, employees and agents harmless from and against any loss, cost, damages, liability or expense and all claims and damages, including without limitation, reasonable attorneys' fees, arising out of (i) your use of the Service (including its reliance on any information or materials obtained through the use of the Service; and/or (ii) your breach of this Agreement.

16. No Medical Advice

The Service and the Website do not provide medical services or advice to private individuals or consumers, whether directly or indirectly. All Services are to be used by professionals working in the healthcare sector who will rely on their own professional judgement. WE DISCLAIM ANY LIABILITY FOR ANY ACTION YOU MAY TAKE AS A RESULT OF YOUR USE OF THE SERVICE AND YOU WILL HOLD US HARMLESS AGAINST ANY SUCH LIABILITY.

17. Third-Party Sites

nuaxia has no liability for any third-party content or website that you may access through this Website. nuaxia does not endorse any third party whose website may be linked from this Website. nuaxia is unable to provide any representation or warranty regarding the propriety, security or accuracy of any third-party website.

18. Your Representations and Warranties

You represent and warrant to nuaxia that:

you have the legal right and ability to agree to be bound by these Terms of Use;
your identity and profiling information is true and accurate;
you are not a Prohibited User;
you comply with all applicable legislation, regulation and professional standards, including those relating to patient information in the USA under the HIPAA and HITECH Acts;
you have employer permission to use these Services, if relevant;
you have the permission of the premises owner to submit Media (video/audio/photo) responses;
if you cannot make the above representations and warranties, you must not use the Website.

19. Termination

Either you or nuaxia may terminate these Terms on 30 days' notice (by email) if the other party is in breach of a material obligation on its part and does not fix that breach within 30 days of being asked to do by the first party.

In any event, either party may terminate these Terms on 30 days' notice (by email) to the other party.

Upon termination nuaxia will remove your access to the Website and the Service. nuaxia shall have no further obligations to you.

20. Interruptions

As an online platform, interruptions in the Service may occur due to circumstances beyond our control. nuaxia accepts no liability for any service interruptions howsoever caused. nuaxia will make reasonable efforts to keep the Website and the Service available 24 hours a day, seven days per week subject to planned and unplanned maintenance.

21. Access to Services

You are responsible for obtaining all hardware, software and services which are necessary to access the Website and/or use the Services, including without limitation, all computers, web browsers, mobile devices and services provide by an internet service provider or mobile phone service provider.

22. Modification

nuaxia may, at its sole discretion, change some or all of the functionality or any component of the Service or make any modification for any purpose including but not limited to improving the performance, service, error correction or to maintain the competitiveness of the Service.

23. Entire Agreement

This Agreement (together with the Privacy Policy and any related Service terms as may be posted on the Website) constitutes the entire agreement between you and us. These Terms supersede all prior or contemporaneous agreements, discussions or representations, whether oral or written. These Terms cannot be amended except in writing signed by both parties. You acknowledge that no promises, representations, inducements, agreements or warranties, other than those set out in these Terms, have been made to induce the execution of this Agreement by you and you have no executed this Agreement in reliance on any promise, representation, inducement or warranty not contained herein.

24. Legal Status

This agreement is between two independent parties and in no way establishes a partnership, agent or employment relationship between the parties.

25. No Waiver

No waiver by any party of any breach of these Terms or failure of any party to take action to enforce or assert any right or remedy hereunder shall be deemed a waiver of any prior, concurrent or subsequent breach. No waiver shall be effective unless it is made in writing.

26. Severability

If at any time a provision of these Terms or portion thereof is found to be invalid or unenforceable under applicable law, it shall be omitted from these Terms without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of these Terms.

27. Third Party Beneficiaries

No person or entity not a party to this Agreement will be deemed to be a third party beneficiary to this Agreement, whether pursuant to the Contract (Rights of Third Parties) Act, at common law or otherwise.

28. Assignment

You may not assign, novate or in any way deal with your rights or delegate your duties under this Agreement either in whole or in part and any such attempted assignment, novation or dealing shall be void. We may assign, novate or deal with this Agreement at any time without notice to you.

29. Force Majeure

Neither party shall be deemed to be in default of this Agreement to the extent that performance of its obligations or attempts to cure a breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labour disputes, inability to provide power or similar acts or conditions beyond the reasonable control of either party.

30. Survival

Clauses 12 to 15 inclusive, 23, and 31 to 35 inclusive will survive the termination of this Agreement.

31. Language

These Terms are written in English (UK). To the extent any translated version of this agreement conflicts with the English version, the English version shall prevail.

32. Notices

This Website and Service is provided by nuaxia Limited. You may contact us as follows:

nuaxia Limited
5 Walpole Avenue
Richmond
Surrey
TW9 2DJ
United Kingdom
legal@nuaxia.com

33. Electronic Communications

By using this website, you consent to receiving all communications electronically. We will communicate to you by e-mail or by posting notices to your account.

34. Governing Law and Jurisdiction

English law shall govern this Agreement. The parties agree to submit to the exclusive jurisdiction of the English Courts in respect of the interpretation of, and any disputes relating to, this Agreement or any of its provisions. All proceedings shall be conducted in English.

35. Arbitration

We may choose to submit any dispute to binding arbitration pursuant to the arbitration rules of the International Chamber of Commerce with such arbitration being conducted in London. All proceedings shall be conducted in English.

APPENDIX A

Client-Specific Terms

The following paragraphs of this Appendix A shall apply only to you only if you are a Client.

1. The Contract

1.1 The Client appoints the Company and the Company accepts any engagement to provide the Services and Deliverables are under these terms and conditions. These terms may only be changed or amended by the written agreement of both parties, in the case of the company being with the director.

1.2 The Client shall be deemed to have accepted the Proposal by either: (i) e-signing acceptance of the proposal (ii) notifying the Company in writing (which may be by email) that it has accepted the Proposal; or (iii) otherwise notifying the Company in writing (which may be by email) that it wishes the Company to commence provision of the Service (including, without limitation, by issuing a purchase order in respect of the Service or any part thereof). The failure to issue a purchase order does not mean that the proposal has not been accepted.

1.3 If the Client has not accepted the Proposal within three (30) days then the Proposal (including the Company’s Fee quotation set out in the Proposal) will expire, unless the director of the Company agrees to extend this period. The Company reserves the right to amend or withdraw the Proposal (including the Fee quotation set out in the Proposal) at any time until the Client formally accepts it.

1.4 Unless otherwise agreed in writing this Contract shall apply to all services and Deliverables provided by the Company to the Client.

1.5 If clients have their own General Terms and Conditions, these shall not apply to the extent that they deviate from or contradict the Company’s General Terms and Conditions. In the event of a conflict between two clauses, their minimum common ground shall apply. This is the case even if the Client should demand absolute precedence of his own General Terms and Conditions. Should it prove impossible to determine the minimum common ground, these provisions shall not be part of the contract. In this case, the contract shall be governed by the individual agreements reached or by the statutory provisions.

1.6 The Company cannot guarantee exclusivity for specific product fields, objects of research or methods of research, unless this is expressly agreed in writing by the director. When exclusivity is stipulated, its duration and the additional fee of that exclusivity will need to be agreed for such exclusivity to be valid.

2. Payment of Fees

2.1 The fees agreed upon are intended to pay for the cost of executing the study in question. Unless otherwise agreed in writing, 100% of the agreed fee shall be payable on commencement of work. Where additional costs have occurred or been agreed, a further invoice will be issued.

2.2 Fees are payable without any deductions directly on receipt of the invoice. On delay of payment, the Company shall be entitled to charge interest on arrears at a rate of eight percentage points above the base interest rate. The Company also reserves the right to withhold services if payments are overdue.

2.3 The Company shall be entitled to recover reimbursable expenses incurred pursuant to the provision of the Services, unless such expenses have been included in the Fees.

2.4 If the Fee has been based upon information provided by the client, who is subsequently shown to be incomplete or incorrect, the Company shall be entitled to increase the Fee to take account of any resulting additional time involved in providing the Services (or additional services) and any necessary additional costs incurred by the Company. Other additional costs which the Company is not responsible for and additional costs which were not foreseeable to the Company at the time the project was commissioned, despite due care, may be charged separately by the Company, provided they are linked to a legitimate factual cause and are clearly recognizable for the Client and adequately defined. This shall also apply when the Client is not responsible for these costs.

2.5 Unless expressly stated otherwise the Fee in any Proposal is denominated in GBP. If the Contract specifically involves a currency other than GBP, then the Contract is subject to exchange rate movements for the period between the Acceptance of the Service and its payment. Should exchange rate movements occur and involve the Company incurring additional costs which are not envisaged at the time of formation of the contract, the Company is entitled to pass on the extra costs to the Client, which extra costs shall be confirmed by the Company to the Client from time to time in writing and added to the next invoice issued by the Company.

2.6 If any amount payable to the Company (or its nominee) pursuant to this Contract is subject to Tax (e.g. value added tax (VAT), deduction at source), that amount shall be increased so as to ensure that the net amount received by the Company (or its nominee) shall, after Tax, be equal to that which would have been received had the payment and any increased payment not been subject to Tax.

3. Termination

3.1 Either party may terminate this Contract immediately (a) for a material breach by the other which is incapable of remedy or, if capable of remedy, is not remedied within 30 days of written notice being given to the defaulting party or (b) if the other party becomes bankrupt or goes into liquidation (whether voluntary or compulsory), is dissolved, or has a receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution for the winding‐up, bankruptcy or dissolution of the other party or the other party suffers any similar process under the law of its domicile or place of its jurisdiction.

4. Changes, Delay or Cancellation

4.1 If the Client requests changes to the Service (including timing) the Company reserves the right to revise the Proposal (including, without limitation, adjusting the Fees accordingly).

4.2 nuaxia does not guarantee sample sizes or completion time. In the event that a survey is closed before the agreed number of completions has been provided, a credit note will be issued for the shortfall. The credited amount will be solely based on the recruitment and incentives costs for the missing completes.

4.3 The Client is responsible for the prompt delivery to the Company of all material reasonably required by the Company to provide the Services and Deliverables. If the Client fails to comply with this clause the Client shall be liable for the consequential delays and reasonable additional costs and expenses incurred by the Company in providing the Service.

5. Subcontracting

5.1 Neither party may assign all or any part of the Contract without the prior written consent of the other party, which shall not be unreasonably withheld.

5.2 Generally, all fieldwork is carried out by nuaxia. We reserve the right to subcontract the fieldwork to appropriate third parties, agencies or fieldworkers. The Company is only responsible for the quality of the service provided by subcontractors if those subcontractors have been selected and paid for directly by the Company. If the Client designates a specific subcontractor, then the Company shall not be responsible for the accuracy, completeness or quality of the work of that subcontractor.

6. Company’s Obligations

6.1 The Company will carry out the projects it is commissioned with as advisory services in accordance with BHBIA practices.

6.2 The Company warrants that it shall use reasonable skill and care in providing the Service and the Deliverables are analyzed scientifically in accordance with the accepted methods of market research.

6.3 The Company does not guarantee that the data correctly collected, processed and analyzed by it in accordance with the rules and methods of market research will be able to be used by the Client in a specific commercial way. The Company disclaims all other warranties, either expressed or implied, including warranties for merchantability, and fitness for a particular purpose.

6.4 The Company will use all reasonable endeavors to provide the services, and to deliver any Deliverables, in accordance with the estimated timings set out in the applicable Proposal. However, the Company shall not be liable for any failure to adhere to the quoted timings or for any loss or damage suffered by the Client resulting from any delay caused directly or indirectly by any act or omission by the Client and/or by any third party for whom the Company is not contractually responsible hereunder.

6.5 Where the Company agrees to supply a Deliverable to the Client in electronic format, both parties shall use their best endeavors to comply with any security specifications that may be issued by the Company to the Client from time to time.

7. Intellectual Property Rights and Public Statements

7.1 The Intellectual Property Rights in any Proposal issued by the Company are and shall remain the exclusive property of the Company.

7.2 The Intellectual Property Rights in the Deliverables vest in the Client subject to payment of all Fees due to the Company in respect of such Deliverables.

7.3 It is agreed that the Company shall be entitled, both during and after the termination or expiry of this Contract, to use all Deliverables and other findings and records resulting from the Services for its own internal purposes, as part of its own databases and for purposes connected with its business, including in connection with any relevant legal dispute. The Company is obliged to ensure that the anonymity of the Client, respondents or test participants is protected.

7.4 Notwithstanding clauses above, at all times all know-how and any intellectual Property Rights of whatsoever nature in and to any techniques, principles and formats and in all proprietary materials, software, programs, macros, algorithms, modules, methodologies and anything else used by or created by the Company in putting together a Proposal or carrying out the Services which are of a generic nature or otherwise not produced exclusively for the Client shall at all times remain the exclusive property of the Company.

Where software is to be provided by the Company as part of the services, the Client acknowledges that its use of such software may be subject to separate license terms. For the avoidance of doubt, the Client shall be responsible for ensuring that it is appropriately licensed to use any third party software required to access or otherwise use the Deliverables. Unless expressly agreed between the parties, the Company shall not be required to procure the grant of any license of third party software to the Client as part of the Services.

7.5 Notwithstanding clauses 7.2 and 7.3 above, the research results are made available to the Client for internal use only, unless the Company agrees to their being passed on to third parties or published, in full or in part, or unless the Company releases them for publication due to the nature of the matter or due to copyright issues or property rights. Neither may they be duplicated, printed or stored, processed or disseminated in documentation or information systems of any kind for the purpose of passing them on to third parties or publishing them, without the prior consent of the Company.

7.6 The Client shall not disclose any Deliverable publicly in any manner that exaggerates, distorts or misrepresents the findings of or data supplied by the Company or is likely to harm the Company’s reputation or business. Publications, in which comparisons with competitors are made, are only permitted with the express written permission of the Company, which must first authorize the concrete text to be published.

7.7 The use of research results in the preliminary stages of proceedings of a legal nature (e.g. lawsuits, arbitration proceedings, proceedings by government authorities) is prohibited without the prior written consent of the Company – save when legal/administrative regulations or court rulings have precedence.

7.8 If the Client wishes to cite the research report, in part or in whole, these citations must be recognizable as such and the Company must be named as being the author of the research report.

8. Confidentiality

8.1 The receiving party agrees that it shall (a) use the Confidential Information only to fulfill its obligations pursuant to this Contract; (b) treat all Confidential Information of the disclosing party as secret and confidential and shall not copy or disclose any such Confidential Information to any third party; (c) not, without the express written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by appropriate confidentiality and non-use obligations; and (d) comply promptly with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession.

8.2 Without limiting the generality of Clause 8.1 above, Proposals issued by the Company contain confidential information about the Company and the Client shall keep secret and not disclose the content of any Proposal or any information or ideas, in whatever form, disclosed during or in connection with any pitching or briefing process, to any third party or otherwise make use of or derive other material from it, without the prior written consent of the Company or use any Proposal other than for the purposes of considering its contents with a view to appointing the Company to provide the Services set out therein.

9. Data Protection and Data Ownership and Storage

9.1 In case that the Service of the Company requires the supply of individual’s names and/or other personal data by the Client or by its vicarious agents or by third parties named by the Client for the purpose of processing or controlling such data, the client must ensure that it has the right under the data protection laws and regulations to provide such data or – where required – that it has obtained the consent from the relevant individuals.

9.2 In connection with personal data supplied by the Client, the Company shall: (a) process such data only for purposes of providing the Services; (b) take any technical and organizational security measures against unauthorized or unlawful processing of, accidental loss of, destruction of or damage to personal data as may be required, having regard to the state of technological development and the cost of any measures; and (c) answer the Client’s reasonable enquiries to enable the Client to monitor the Company’s compliance with this clause. The Company undertakes to comply with the valid data protection laws and regulations and keep personal data supplied by the Client secure and only use such data in accordance with valid data protection laws and regulations. Subject to prior consent from an individual the Company reserves the right to re-contact an individual for participation in further surveys.

9.3 Completed questionnaires, audio and visual tapes and computer records prepared by the Company or by subcontractors on behalf of the Company during the course of providing the Services shall remain the property of the Company and shall be retained, stored and destroyed/erased in accordance with applicable laws, regulations and the Company’s internal policies.

9.4 Provided the same are still held by the Company pursuant to Clause 9.3, the Client may, on request and at its own expense, be supplied with copies of the survey records. Precondition for the supply of such data is that the anonymity of respondents will be protected. The Company shall not be required to provide copies of survey records to the Client if, in the Company’s sole opinion, to do so would be in breach of BHBIA guidelines and/or applicable data protection laws and regulations. The Client warrants that it shall store and use any survey records provided by the Company strictly in compliance with all applicable data protection laws and regulations.

9.5 The Client shall indemnify the Company or its subcontractors totally against all claims and moral prejudices which the Company or its sub-contractors may face resulting from a breach by the Client of valid data protection law and regulations or any other regulation, or, in particular, any of the preceding stipulations

APPENDIX B

Member-Specific Terms

B1. Members

The following provisions of this Appendix B shall apply only to you if you are a Member.

PLEASE ALSO READ OUR PRIVACY POLICY WHICH DETAILS HOW YOUR DATA IS USED.

B2. Membership

Membership is available to all healthcare professionals, including but not limited to physicians, pharmacists, nurses, healthcare technicians, payers, administrators, dentists, c-suite decision-makers and patients. For the purposes of this agreement, it also includes respondents who have referred by third parties.

Membership is personal to you and non-transferable. You may not allow third parties access to your password and/or the password-protected portions of the Website.

You should only be recorded as a Member once. If you have reason to believe that you are recorded more than once (e.g. under married and maiden name), then you should notify us immediately by emailing us at help@nuaxia.com.

As part of the registration process, you will be asked to provide profiling information that is used to identify eligibility to surveys and other services. You are responsible for the truth and accuracy of this data. You should use reasonable efforts to ensure that this information is kept up to date.

Your access is provided for non-commercial use only.

B3. Our Services to Members

This Website allows you access to Services including but not limited to invites to participate in market research surveys.

As selection is random, we do not guarantee that you will be invited to participate in market research surveys.

All Members are subject to verification checks including third party tracking.

B4. Your right of removal from access to certain services – unsubscribe, opt-out and deletion

If you no longer wish to participate in Engagement Services, then you can unsubscribe by (i) logging into your nuaxia account and selecting unsubscribe in your profile settings; or (ii) clicking unsubscribe in your email footer; or (iii) by sending an email to help@nuaxia.com including details of your name and physician identification number in the case of an HCP Member.

We will process your request in a reasonable amount of time. We will only be able to amend our own records and will request amendments by any appropriate third party if relevant.

You have the right to withdraw your consent to participate in market research at any time by contacting us on help@nuaxia.com . If you have been referred to nuaxia by a third party please contact them directly.

Where we are not holding data due to legitimate interest, you have the right to request that data to be deleted. If you wish this data to be deleted, you can email us to request this at help@nuaxia.com. If you have been referred to nuaxia by a third party please contact them directly.

B5. Our right to suspend your Membership

We reserve the right to exclude Members from any or all of our Services, either on a temporary or permanent basis. Such suspension may also include suspension of any outstanding Honoraria.

Instances when we may suspend you include:

Breach of this Agreement, Privacy Policy or other specific term of use
Use your Membership for an improper purpose
Provide untrue or incorrect information
Fail to take due care in responding to Surveys

B6. Honoraria and Incentives

You may be entitled to Honoraria for completed Surveys of other of our Services. The value of your Honoraria will be communicated to you prior to survey participation, is dependent on the time, complexity and regulations applicable in your jurisdiction.

Honoraria is payable by means of the preference selected by you in your Member portal. nuaxia reserves the right to substitute any honoraria type selection for a different type of the same value if the applicable honoraria type is not available for any reason.

nuaxia reserves the right to appoint third party processors to process and administer any honoraria or incentives. When using third party providers, we take every care reasonable to ensure your privacy is protected. For more details on how your privacy is protected also see our Privacy Policy.

Honoraria credit is made instantly to your account upon completion of a Survey or Video Interview. You must then request payment via the Member portal. Our goal is to process these requests within 1 business day but receipt of the Honoraria is subject to delays caused by the banking system. If you have not received your Honoraria within 5 business days, please email us at help@nuaxia.com.

Your Members portal will provide you with details of all activities that have earned you Honoraria and details of how you have claimed it. If you do not receive Honoraria credit or payment you believe you are due, you have six months from completion of the applicable Survey or payment request in which to notify us by email at help@nuaxia.com or else you will lose the right to such claim. Any unclaimed Honoraria credit will expire three years after the date it was credited to your account.

nuaxia shall not be liable for any losses suffered due to any errors in the administration of Honoraria due to incorrect details that you provided.

You are responsible to declare any taxes, if due, to your local financial authorities as a result of honoraria or incentives that you receive. nuaxia will not be liable for any taxes or for providing any assistance on tax matters.

nuaxia Members in the United States can request a 1099 federal tax form in the event you receive Honoraria of $600.00 or more.

nuaxia reserves the right to suspend or cancel your Honoraria if it suspects fraud, misrepresentation, negligence or breach of any of the clauses set out in this Agreement.

You agree that nuaxia shall make lawful disclosure of Honoraria payments to government and regulatory bodies where such requirement exists.

B7. Member Representation and Warranty

You represent and warrant that, if you are a medical professional, that you are qualified, practicing and in good standing in the country stated in your profile. You represent and warrant that your profile information is true and up-to-date.

If you cannot make this representation, you must not use the Website.

B8. Intellectual Property

By participating in our Services, you agree to transfer all Intellectual Property in your Responses to nuaxia and/or its Clients.

B9. Confidentiality and Use of Information

The Questionnaires shown, any Materials provided or shown to you, the Responses you provide and the Survey Results that might be shared with you may not be disclosed or published and you will maintain these as confidential. You may not copy, download, replicate or otherwise duplicate any Questionnaire, Materials, any Response you provide and/or any Survey Results that might be shared with you.

B10. Adverse Event Reporting

If the Client is a pharmaceutical company, details of an Adverse Event relating to their own products must be notified to the Drug Safety department of that company. Although nuaxia carry out an online market research interviews and how you respond will, of course, be treated in confidence, should you raise any Adverse Event or Product Complaint in a specific patient or group of patients, the Client will need to report this, even if it has already been reported by you directly to the company or regulatory authority using the MHRC’s “Yellow Card” system or an equivalent process. In such a situation, except in Germany, you grant nuaxia permission to share your name and contact details or name and contact details of the primary treating physician in the case of a Patient Member with the Client for the purpose of allowing the Client pharmacovigilance department to make proper inquiries and you may be contacted specifically in relation to that Adverse Event. Everything else you contribute during the course of the interview will continue to remain confidential.

B11. Fair Use of our Help Service

You have full access to our online support materials. Use of our manned help service must be reasonable. We reserve the right to restrict or terminate manned support should its use be, in our sole discretion, unfair.

B12. Complaints

If you are not happy, please email us at help@nuaxia.com explaining the nature of your complaint. If, after you have dealt with our help team, you are still not happy with the Service, you can ask for the issue to be escalated to our CEO.

B13. Permission to recontact

By participating in our Services, you agree to being recontacted by nuaxia at a later date specifically related to an Engagement, for the purposes of clarification, quality control, data validation, follow-up or later stage Engagements or additional Services.

B14. Permission to use responses for nuaxia marketing

For non client-sponsored research we reserve the right to as use your responses, including media responses, in our promotional and marketing materials, which may include public settings such as websites or industry conferences. We will seek your consent to this beforehand.

APPENDIX C

Definitions

In these Terms the following words and phrases shall have the meaning set out alongside them:

The use of terms “includes”, “including”, “such as”, “for example” and similar terms will be deemed not to limit what else might be included. Any reference to singular and plurals shall be interpreted as including its opposite. Any reference to male and female shall be interpreted as including its opposite.