TERMS AND CONDITIONS
[24 April 2025]
These Terms and Conditions (“Terms”) apply to your access to and use of all Products and Services available on the Portugal Clinical Studies Platform (“Platform”), owned by AICIB – Agência de Investigação Científica e Inovação Biomédica (“AICIB”), and must be read in conjunction with the Platform’s Privacy Policy.
By accessing the Products and Services advertised or made available on the Platform, you agree to comply with these Terms. If you do not agree with these Terms, you must discontinue browsing this Site.
We reserve the right to modify or update the Terms at any time, at our sole discretion and without prior notice. You should check these Terms periodically to ensure you are aware of any changes. Continued use of the Products constitutes your acceptance of any revised or amended Terms.
The manner in which we collect and use personal data is defined in our Privacy Policy, which is updated periodically. Your use of our Products or Services constitutes acceptance of our Privacy Policy. You must not access or use the Products or Services if you do not agree with the Terms of our Privacy Policy.
2. DEFINITIONS
- “Agreement” means the main contract between AICIB and the Client, including any amendments, annexes, and other appendices.
- “Authorised User” means an employee, agent, consultant, subcontractor or other end user that the Client directly or indirectly authorises to access the Products or Services, even if such end user is not directly controlled by the Client.
- “Client” means the entity through which the Authorised User receives, directly or indirectly, access to the Products or Services.
- “Client Data” means data uploaded (such as study document content) or provided for the purpose of creating an electronic record, including any associated audits, by the Client or its Authorised Users in connection with the Products or Services.
- “Documentation” means the descriptions of the Products and instructions for use that outline the operation and functionality of the Products or Services. Documentation may be updated periodically, provided such updates do not substantially reduce the functionality of the Products or Services for clients in general.
- “Products” means the technology-related products offered on the Portugal Clinical Studies Platform (PCS), including software provided by AICIB or its Partners to the Client and Authorised Users under the Agreement.
- “Services” means the Support Services offered on the Portugal Clinical Studies Platform (PCS), including support for feasibility studies management, quality, recruitment, contracting, regulatory affairs, strategic planning and optimisation, CRF (Case Report Form) data entry, or any other services added in future.
3. PRODUCT SUBSCRIPTION
- The products and services offered on the Platform are subject to the terms and conditions of the specific Agreement for each of them. Some products advertised on the Platform’s marketplace are provided directly by Subcontractors authorised by AICIB on the Platform. In such cases, the contract for the acquisition of the product by the Client is entered into directly with the relevant Subcontractor, with AICIB acting merely as a facilitator of contact.
4. SERVICE SUBSCRIPTION
- AICIB grants the Client a usage licence to allow Authorised Users to access the Services solely for the Client’s internal business purposes. The Client grants AICIB the right to monitor and audit the use of the Services by the Authorised Users to the extent necessary to confirm compliance with this Section.
5. AUTHORISED USER RESPONSIBILITIES
- The Authorised User shall provide, operate, and maintain all equipment necessary to connect to, access, and use the Products and Services. The Authorised User:
(a) shall be responsible for the accuracy, quality, ownership, and legality of the Client Data and personal data of third parties provided by such Authorised User;
(b) shall use reasonable efforts to prevent unauthorised access to or use of the Products and Services; and
(c) shall use the Products and Services only in accordance with these Terms, the law, and applicable regulations.
The Authorised User shall not:
(i) modify, sell, resell, rent or license the Products or Services to third parties not involved in the Study/Studies for which the Product or Service was obtained;
(ii) intentionally use the Products or Services to store or transmit unauthorised, defamatory, or otherwise illegal information, or to store or transmit data in violation of third-party privacy rights or applicable law;
(iii) intentionally interfere with or disrupt the integrity or performance of the Products or Services;
(iv) attempt to destroy, alter, bypass, remove, extract, disable or otherwise circumvent any protection mechanism in the Products or Services;
(v) decompile, disassemble or reverse engineer the Products or Services; or
(vi) allow or assist any other person or entity to engage in any of the above actions.
6. WARRANTIES
- Product Warranty. AICIB warrants that:
(a) the Products supplied directly by AICIB or Services directly provided by AICIB will operate materially in accordance with the Product descriptions contained in the Documentation; and
(b) AICIB shall use commercially reasonable efforts to obtain warranties from its Partners who supply Products directly to the Client, so that those Partners ensure the functionality of their products, including the implementation of commercially available antivirus software and procedures to prevent the introduction of time bombs, trojans, viruses, worms, and other intentionally harmful code or programs into the Products, Client Data or Client systems.
AICIB does not warrant that Products not supplied directly by AICIB will meet the requirements of the Authorised User or that the Products will operate error-free or uninterrupted. AICIB is not responsible for delays, delivery failures, or any other loss or damage resulting from:
(i) data transmission across communication networks and facilities, including the Internet, and the Authorised User acknowledges that the Products may be subject to limitations, delays, and other issues inherent to the use of such communication facilities;
(ii) integration or combination of the Products with any product or service not provided by AICIB;
(iii) use of the Products for purposes other than those intended;
(iv) modification of the Products by any person or entity other than AICIB; or
(v) use of any version or release other than the current, unaltered version of the Products, in each case where the loss or damage would have been avoided in the absence of the circumstances listed in (i) to (v) above. - No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AICIB MAKES NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PRODUCTS PROVIDED BY ANY OF ITS PARTNERS DIRECTLY TO THE CLIENT, AND AICIB SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. CONFIDENTIAL INFORMATION
- “Confidential Information” means any information disclosed by one party (“Discloser”) to the other party (“Recipient”), whether orally or in writing, that is designated as confidential or would reasonably be understood as confidential by its nature.
- Non-Disclosure and Non-Use Obligations. The Recipient shall not use any Confidential Information except as permitted herein, and shall not disseminate, publish, copy, or otherwise disclose any Confidential Information to any person, company, business, or governmental agency, except where such disclosure is expressly permitted under these Terms or required by law or court order. The Recipient shall treat the Discloser’s Confidential Information with the same level of care as it uses to protect its own Confidential Information, but in no case less than reasonable care and as required by law. The Recipient shall promptly notify the Discloser of any unauthorised use or disclosure of the Discloser’s Confidential Information and assist the Discloser in remedying such unauthorised use or disclosure.
8. LIMITATION OF LIABILITY
- AICIB shall not be liable to the Authorised User for any incidental, indirect, special, consequential, or punitive damages, regardless of the nature of the claim, including, without limitation, loss of profits, revenue, goodwill, or business opportunities, even if AICIB has been advised of the possibility of such damages. The above limitation shall not apply to the extent prohibited by applicable law.
9. INTELLECTUAL PROPERTY
- Intellectual Property. The Authorised User acknowledges that AICIB and its licensor Partners retain all rights, title and interest, including all patent rights, copyrights, trade secrets, trademarks, moral rights, integrated circuit topography rights, data and other intellectual property rights (“Intellectual Property Rights”) in the Products, and AICIB expressly reserves all rights not expressly granted to the Authorised User under these Terms. The Authorised User shall not engage in any act or omission that could intentionally harm the Intellectual Property Rights of AICIB and/or its licensor Partners.
- Client Data. Except in relation to Operational Data (as defined below), the Client retains ownership of all rights, title and interests and responsibilities over all Client Data, including expressly protected health information, third-party information, and its own and its Authorised Users’ data.
- Operational Data. “Operational Data” includes information generated by the Products or Services, arising from the use of the Products or Services by Authorised Users. AICIB may use Operational Data as necessary to protect private or sensitive information and to deliver and improve its Services.
- AICIB shall have a royalty-free, worldwide, transferable, irrevocable, and perpetual licence to use or incorporate into the Products any suggestions, enhancement requests, recommendations or other feedback provided by the Authorised User relating to the operation or functionality of the Products (“Feedback”). The Authorised User is not obliged to provide Feedback.
10. GENERAL TERMS
- Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of Portugal, including international instruments to which Portugal is a signatory and all applicable European Union provisions, regardless of conflict of law principles. The parties submit to the jurisdiction of Portuguese courts for any dispute or action related to these Terms, with the competent forum being the courts of Porto.
- Force Majeure. AICIB shall be excused from performance of its obligations under these Terms if such non-performance results from compliance with applicable law, an act of God, fire, strike, embargo, terrorist attack, war, insurrection, riot, or other causes beyond its reasonable control. Any delay resulting from such causes shall extend or excuse performance accordingly, as is reasonable in the circumstances.
- No Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right or any other right.
- Severability. If any provision of these Terms is held to be wholly or partially unenforceable for any reason, such unenforceability shall not affect the remainder of these Terms, which shall remain in full force and effect.
- Miscellaneous. The headings and captions in these Terms are for convenience and reference purposes only, are not part of these Terms, and shall not affect the interpretation of any portion hereof.