The term ‘NHS Benchmarking Network’ or ‘us’ or ‘we’ refers to the owner of the website, the term ‘you’ refers to the user or viewer of our website including the organisation they are employed by.
By using or subscribing to NHS Benchmarking Network, you agree to the following. You also acknowledge that this agreement may change from time to time without notice to you.
- The content of the pages of this website is for your general information and use only. It is subject to change without notice.
- Your use of any information or materials on this website is entirely at your own choosing, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements is presented within the context it was intended to.
- This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
- All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website.
- Unauthorised use of this website may give rise to the prohibition from future use by you the user and the organisation from which you represent.
- From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
- Every effort is made to keep the website up and running smoothly. However, NHS Benchmarking Network takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.
- Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.
NHS Benchmarking Network reserves the right to close without warning any subscription accounts being used for any other purpose than for the provision of information held in the subscribers' area to the individual subscriber.
Possible forms of misuse include, but are not restricted to the following:
- Data theft - information provided is for the benefit of the individual subscriber only, and must not be shared, published, or otherwise disseminated in any way;
- Login Sharing - the sharing of login details is strictly prohibited without prior consent from NHS Benchmarking Network. Our system will detect and automatically suspend accounts being misused and / or accessed from multiple locations
- Incorrect information - if the information you provide about yourself is false or incorrect you may be denied access to your account or your account may be closed.
This website and its content is copyright of NHS Benchmarking Network - © NHS Benchmarking Network 2016. All rights reserved.
Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following:
- you may print or download to a local hard disk extracts for your personal and non-commercial use only
- you may copy the content to individual third parties for their personal use, but only if you acknowledge the NHS Benchmarking Network as the source of the material
You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.
No refunds will be given for any accounts closed due to misuse.
Refunds will only be given at the discretion of the Network Steering Group, and in circumstances where NHS Benchmarking Network has significantly failed to fulfil its obligations as laid out in this agreement.
NHS BENCHMARKING NETWORK TERMS OF MEMBERSHIP
This Members’ Agreement should be read in conjunction with the NHS Benchmarking Network Constitution. Between them these documents establish a governance structure for the effective and efficient operation of the Network. The Agreement provides certainty about each members’ rights and obligations and protects the members, including the host of the Network.
A. The Network has been set up as an alliance between the Members with the principal objectives as set out in the Network’s Constitution;
B. The Members wish to enter into this Agreement to record the terms agreed between them relating to the Network.
Any obligations of the Members in this Agreement to the other Members and to the Host shall be several and not joint obligations so that each Member shall only be liable for its own actions or failure to comply with those obligations.
The host organisation from 1st April 2013 is East London NHS Foundation Trust.
1.1 This Agreement shall come into force on and take effect from the Effective Date.
1.2 The Term may be extended from time to time by agreement of the Parties who shall specify how long the Term should be extended by.
2 ADMISSION AS MEMBERS
2.1 Each Member shall be admitted as a member in the Register of Members to be maintained by the Steering Group upon the later of the Effective Date and the date upon which that Member pays the Host or the Support Provider on behalf of the Host its first annual subscription fee for membership
3 MEMBERS’ UNDERTAKINGS
3.1 Each Member covenants with the other Members that, for so long as it remains a Member or until the termination of this Agreement, it will:
- Act in good faith towards the other Members;
- Pay its annual subscription fee for membership;
- Promptly notify the other Members of any matters of which it becomes aware which may materially affect the Network;
- Generally do all things necessary to give effect to the terms of this Agreement;
- Observe and comply at all times with the Constitution;
- take all reasonable steps to ensure that all consents and authority it requires to continue its membership and comply with this Agreement and the Constitution are obtained and maintained for so long as it remains a Member;
- Acknowledge that all decisions made by the Steering Group are made on behalf of everyone and all members are equally responsible for decisions of the Steering Group.
3.2 The Host acknowledges that each Member has its own distinctive sense of purpose and identity. Nothing in this Agreement shall oblige the Member to do anything or refrain from doing anything which would constitute an unlawful exercise of its duties or powers.
3.3 The undertakings of each Member under this Clause shall in each case be several so that each Member shall only be liable for its own actions or failures to act in accordance with them, and none of them shall be liable for a failure to procure anything required by this Clause where such failure is attributable to any action or failure to act by another Member, but without prejudice to the liability of such other Member.
4 FUNDING OF THE NETWORK
4.1 Each Member agrees to subscribe for membership by way of an annual membership subscription determined by the Steering Group and paid to the Host or the Support Provider on behalf of the Host.
4.2 The membership subscription for the first Year shall be payable on the Effective Date and, for successive Years, shall be payable on a date determined by the Steering Group. Membership is renewed automatically on the 1st April each year unless notice of cancellation is received by the end of the third financial quarter (December).
4.3 The Members agree that, the aggregate amount of any actual liability incurred by any or all of them shall be borne by them in equal proportions and each shall indemnify and keep indemnified the others accordingly.>
4.4 If any liability incurred is solely or partially attributable to the default of one Member to comply with the terms proposed by the Steering Group or the terms of this Agreement then the whole of such liability or the part of such liability attributable to the default of such Member shall be borne by that Member who shall indemnify and keep indemnified the other Members accordingly.
4.5 All funding raised by the Network shall be used by the Host towards achieving the objectives of the Network and paying any expenses the Host incurs in relation to the Network.
4.6 Member subscription will be due for payment 30 days after the date of invoice. If debts go over 60 days old, the member will be sent a warning that access to the members’ area of the Network will cease if the debt is not paid by 90 days. The member’s access will be denied when debts become more than 90 days overdue.
4.7 Cancellation fee: Cancellation of membership within the first financial quarter of the new subscription year will be accepted with a full refund of your membership fee. Cancellation of membership in the second and third financial quarters will incur a cancellation fee calculated pro-rata to the length of time you have held membership for that year. In the final quarter, the annual membership fee will be payable in full with no refund.
5 THE STEERING GROUP
5.1 The management of the Network shall be vested in the Steering Group, which shall be composed and which shall have the powers, subject to the restrictions, set out in the Constitution.
6 THE HOST’S OBLIGATIONS
6.1 In consideration for the obligations of the Members in Clause 3, the Host, in its capacity as Host, covenants with the other Members that, for so long as it remains the Host or until the termination of this Agreement, it will:
- comply with the directions of the Steering Group except where this would place the Host in breach of any legislation or guidance or the Host’s provider licence issued by Monitor (including its constitution, Standing Orders and Standing Financial Instructions) or any regulatory requirement;
- sub-contract performance of the duties of the Host including where appropriate to the Support Provider;
- enter into and comply with contracts on behalf of the Network;
- host the Network organisationally as a separate unit from the Host’s own business;
- hold all assets of the Network (including in particular the Network IP, Members’ subscriptions, cash, surpluses) on trust for the Members equally between them provided that any Members’ subscriptions may at the discretion of the Host be held by the Support Provider on behalf of the Host;
- maintain accurate and complete
o accounting and other financial records for each Financial Year in accordance with the requirements of all applicable laws and generally accepted accounting practices applicable in the United Kingdom in relation to the Host and the Network;
o statements and records of all transactions for the Network Account, and make these available on request to any Member.
o prepare monthly management accounts and reports in relation to the Network containing such information as the Steering Group shall require and which shall be delivered to the Steering Group within 10 days of the end of each calendar month
7 LIABILITY AND RISK SHARING
7.1 Each Member accepts that, during the Term, all members of the Network will be required to share jointly and severally the risks and liabilities undertaken by the Host in its role as host member of the Network. Accordingly, each Member agrees that, where the Host incurs costs or liabilities, the Members shall jointly and severally fully indemnify and keep indemnified the Host from and against such costs or liabilities.
7.2 For the avoidance of doubt, the intention of the indemnities set out in Clause 7.1 is to ensure that the Host is in no worse position as host of the Network than it would have been in had it not been host of the Network.
7.3 The Host agrees that the indemnities in Clause 7.1 shall not apply where any such liability has been incurred wholly and directly as a result of the Host failing to comply with the terms of this Agreement or the Constitution, including in particular any contracts entered by the Host on behalf of the Network, or failing to comply with any written direction or demand of the Steering Group
7.4 The resignation or removal and appointment of the Host shall be governed by the Constitution.
8 INTELLECTUAL PROPERTY AND BRANDING
8.1 This Agreement does not affect the ownership of any Background IP which remains the property of the relevant Member.
8.2 No right to use any Background IP belonging to another Member is granted or implied by this Agreement and any use must be expressly licensed by the relevant Member in writing.
8.3 Any Intellectual Property created by an employee of a Member which is not created wholly or principally in relation to the Network will, unless otherwise agreed in writing by that Member, be owned by the Member.
8.4 Any Intellectual Property created by an employee of a Member which is created wholly or principally in relation to the Network will, unless otherwise agreed in writing by the Steering Group, be assigned by that Member to the Host and held on trust by the Host for the Members in equal proportions.
9 TERMINATION OF THE AGREEMENT
9.1 A Member shall cease to be a Member if:
- they resign as a Member
- they cease to exist in the form in which they exist when they are admitted as a Member;
- they merge with another organisation;
- they are expelled from membership
- they commit a material breach of any of the terms of this Agreement and (if such a breach is remediable) fail to remedy that breach within thirty (30) days of being notified in writing of the breach.
9.2 Termination of this Agreement shall not affect any rights or liabilities that a Member has accrued under it.
10.1 Each Member warrants to the other Members that it has full power and authority, and has obtained the consent of any person (including its own governing body or executive Steering Group) necessary, to enter into, be bound by and perform this Agreement in accordance with its terms.
11.1 The expression “Confidential Information” means any information:
- which any Member may have or acquire (whether before or after the date of this Agreement) in relation to the customers, patients, business, programmes, products, services, assets or affairs of the Network or another Member, as a consequence of the negotiations relating to this Agreement or the performance of this Agreement; or
- which relates to the contents of this Agreement or the Constitution or any agreement or arrangement entered into pursuant to this Agreement.
11.2 Each Member shall at all times use all reasonable endeavours to keep confidential any Confidential Information and shall not use or disclose any such confidential information
12.1 The Members acknowledge that they are each subject to the requirements of FOIA and, to the extent that any FOIA Request shall relate to the Network, shall assist and co-operate with each other and the Steering Group to enable the relevant Member to comply with any such FOIA Request.
12.2 The Member shall be responsible for determining at its absolute discretion whether any information to be disclosed in the response is information of a commercially sensitive nature which would, if disclosed, cause significant commercial disadvantage or material financial loss to that Member or the Network and, as such, is exempt from disclosure in accordance with the provisions of FOIA.
13 NO PARTNERSHIP OR AGENCY
13.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.
14 DATA PROTECTION
14.1 In the performance of their respective duties under this Agreement and in relation to the Network generally, the Parties agree to comply with the provisions and principles of the Data protection Act 1998.
15.1 No variation of this agreement shall be effective unless it is in writing
16.1 Unless otherwise stated in this Agreement, each Party will bear its own costs, fees and expenses incurred in performing its obligations under this Agreement.
17 DISPUTE RESOLUTION
17.1 If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”) then except as expressly provided in this Agreement the Parties shall follow the dispute resolution procedure set out in this Clause.
17.2 A Party shall give to the other Parties and to the Steering Group written notice of the Dispute, setting out its nature and full particulars together with any relevant supporting documentation. On service of the Dispute Notice, the Steering Group shall attempt in good faith to resolve the Dispute.
17.3 Each Party shall bear its own costs in respect of the determination of any Dispute.
18 GOVERNING LAW AND JURISDICTION
18.1 This Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England.
18.2 The Parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.