Terms of Subscription for Cochrane Interactive Learning (the "Terms") between the subscriber which has purchased a subscription for Cochrane Interactive Learning (“you”, “your”) and The Cochrane Collaboration (“Cochrane”), a company limited by guarantee and charity registered in England and Wales with company number 03044323 and charity number 1045921 whose registered office is at 11-13 Cavendish Square, London, W1G 0AN, United Kingdom.
Please read these Terms and the information on Cochrane’s website at http://training.cochrane.org/interactivelearning carefully before purchasing a subscription for Cochrane Interactive Learning (CIL).
By purchasing a subscription for and allowing Authorised Users to use CIL you agree to comply with these terms and conditions. A log of previous versions of these Terms is available here.
This version of the Terms is effective from: 1 July 2022
‘Authorised User’ means an individual user who has authority to use CIL, either because they are an Individual Subscriber or because an Institutional Subscriber has purchased a Subscription on their behalf.
‘Agreement’ means the contract between Cochrane and you for the purchase and provision of the Subscription, comprising the Order Form and these Terms.
‘Business Day’ means a day in England other than a Saturday, Sunday or public holiday.
‘Data Protection Legislation’ means all applicable laws, regulations and secondary legislation relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including (but not limited to) the UK GDPR.
'Documentation' means all on-line help-files or written manuals regarding the use of CIL.
‘Force Majeure Event’ means an act, event, omission or accident beyond a party’s reasonable control which prevents or delays that party from performing its obligations under the Agreement.
‘Individual Subscriber’ means a subscriber who is an individual and has purchased a Subscription for their own use.
‘Institutional Subscriber’ means a subscriber who is an organisation which has purchased a Subscription for use by multiple individual users.
‘Intellectual Property Rights’ means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
‘Limited User Subscription’ means a Subscription with a limited number of Authorised Users.
‘Malware’ means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
‘Order Form’ means the order form or Purchase Order containing the details of your subscription.
‘Subscription’ means the subscription for the use of CIL purchased by you.
‘Subscription Fee’ means the fee payable by you for the Subscription as set out in the Order Form.
‘Subscription Period’ means the period of the Subscription as set out in the Order Form.
‘Unlimited User Subscription’ means a Subscription with no limit on the number of Authorised Users.
‘User Licence’ means a licence for an Authorised User to use CIL.
2. Subscription Terms
2.1 If you are required to pay a Subscription Fee, you shall pay to Cochrane the Subscription Fee annually in advance, unless specified otherwise in the Order Form. Cochrane will issue invoices to Institutional Subscribers, which the Institutional Subscriber must pay within 30 days of receipt.
2.3 Your Subscription shall last for the Subscription Period, unless:
(a) the parties agree otherwise in the Order Form; or
(b) the Subscription is terminated earlier in accordance with these Terms or extended by written agreement between the parties.
For users who have been granted free access by Cochrane, CIL will remain available at the discretion of Cochrane.
2.4 Subject to:
(i) paying the Subscription Fee (where applicable)
(ii) providing Cochrane with sufficient information to identify and grant access to your Authorised User(s) (where applicable); and
(iii) complying with these Terms;
Cochrane shall grant the Authorised Users a licence to use CIL and the Documentation during the Subscription Period to:
- Search, view, retrieve, display and complete CIL modules.
- Print a copy of individual modules or items of the Documentation for personal use.
2.5 It is Cochrane’s responsibility ensure the provision of the Subscription meets any applicable consumer rights. If you have any concerns in this regard, you can contact Cochrane using the contact details referenced in clause 10.7.
3. Your Obligations
3.1 In relation to the Authorised Users, you shall ensure that:
(a) the maximum number of Authorised Users that you allow to access and use CIL shall not exceed the number of Authorised Users set out in the Order Form;
(b) you will not allow any User Licence to be used by more than one individual Authorised User; and
(c) if you are an Institutional Subscriber, you will provide Cochrane with the email address of each Authorised User and/or such domain name, IP address or other details that Cochrane requires in order to identify the Authorised Users and be able to grant them access to CIL. Before sharing any Authorised Users’ personal data with Cochrane, if required by the Data Protection Legislation, the Institutional Subscriber shall obtain consent from the Authorised Users.
3.2 You acknowledges that:
(a) if you breach clause 3.1(a) or clause 3.1(b), Cochrane shall be entitled to increase the Subscription Fee due proportionate to the actual number of users you have permitted to use CIL;
(c) CIL system administrators will be able to access and edit data held within CIL for the purposes of operating CIL and making it available.
3.3 You acknowledge that, to access CIL, Cochrane requires your Authorised Users to register for a Cochrane Account by creating a username and password. The Authorised User’s Cochrane Account is used to identify their level of access to CIL, and to retain information about their completion of CIL. Setting up a Cochrane Account is free, and no payment will be required unless an Authorised User chooses to purchase a subscription. New users can set up a Cochrane Account by clicking 'Sign up now' at account.cochrane.org and can manage their Cochrane Account at account.cochrane.org.
3.4 You shall not (and shall not permit your Authorised Users to), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms:
(a) Systematically download content from CIL.
(b) Systematically make print or electronic copies of multiple extracts or make multiple copies of any part of CIL for any purpose.
(c) Alter, abridge, adapt or modify CIL, except to the extent necessary to make them perceptible on a computer screen to Authorized Users. For the avoidance of doubt, no alteration of the words or their order is permitted.
(d) Publish, distribute or make available the whole or any part of CIL, works based on the Documentation or works which combine them with any other material.
(e) Use all or any part of CIL for the purposes of monetary reward (whether by or for Cochrane or an Authorised User) by means of sale, resale, loan, transfer, hire or other form of exploitation.
(f) Use text mining technologies to derive information from CIL.
(g) Include any part of CIL on any learning management system.
(h) Remove or alter the authors’ names or Cochrane’s copyright notices or other means of identification or disclaimers as they appear in CIL.
(i) Reverse engineer, decompile, alter, abridge or otherwise modify CIL or any part of them for any purpose.
3.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, CIL and, in the event of becoming aware of any such unauthorised access or use, shall promptly notify Cochrane in writing.
4. Cochrane’s Obligations
4.1 Subject to you paying the Subscription Fee (where applicable) and complying with the Agreement, Cochrane shall use reasonable endeavours to:
(a) make CIL available for use by the Authorised Users in accordance with Cochrane’s target uptime of 95%, save for routine maintenance (which shall be notified to you and/or Authorised Users in advance wherever possible); and
(b) restore access to CIL and the Documentation as soon as possible in the event of an interruption or suspension of the service.
4.2 Cochrane shall make CIL available via the website at http://training.cochrane.org/interactivelearning, access to which is authenticated by password or other form of authentication.
4.3 Cochrane shall not be required to comply with clause 4.1 where any non-conformity is caused by
(a) use of CIL contrary to Cochrane's instructions; and/or
(b) modification or alteration of CIL by any party other than Cochrane or Cochrane's duly authorised contractors or agents.
4.4 Cochrane shall use reasonable endeavours to ensure that the CIL server has adequate capacity and bandwidth to support the usage of Authorized Users at a level commensurate with the standards of availability for information services of similar scope operating via the internet, as such standards evolve from time to time over the term of this Agreement.
4.5 Cochrane aims to ensure that CIL provides good practice guidance relevant to the topics covered in each modules. The assessments provided are designed to demonstrate the Authorised User’s achievement of the course learning objectives, and the certificate issued confirm this achievement. Passing a CIL course and receiving a certificate does not certify that any Authorised User is qualified to author a Cochrane Review or entitled to publish or register for publication a review with Cochrane. Registration and publication of Cochrane Reviews is at the discretion of Cochrane, and may require additional knowledge and experience in an author team. The Cochrane website contains further information on requirements for author teams.
4.6 Cochrane reserves the right at any time to update or withdraw from CIL any content or resource. Cochrane shall give written notice to you of any substantive changes which would materially affect the CIL content or Authorised Users’ access to CIL, in which case you are entitled to terminate this Agreement in accordance with clause 7.4(a).
5. Intellectual property
5.1 You acknowledge and agree that Cochrane and/or its licensors own all Intellectual Property Rights in CIL. Except as expressly stated in the Agreement, the Agreement does not grant you or the Authorised Users any Intellectual Property Rights or other rights to, in or in connection with CIL.
5.2 You must not use (and shall ensure that the Authorised Users do not use) the name, logo or any other marks of Cochrane without Cochrane’s prior written consent.
5.3 Cochrane reserves the right at any time to withdraw from CIL any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Cochrane shall give written notice to you of such withdrawal.
6. Data Protection
6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. You shall not (and shall not permit your Authorised Users to) upload or introduce any personal data into CIL in breach of Data Protection Legislation. You shall indemnify Cochrane against any losses, damages, costs (including legal fees) and expenses incurred or suffered by Cochrane in connection with you breaching this clause.
6.3 Authorised Users can change their preferences on receiving email from Cochrane in their Cochrane Account settings.
6.4 Cochrane will collect and analyse the following data on the usage of CIL by Authorised Users:
(a) Information on their progress through the CIL modules, linked to their Cochrane Account, to enable information on pages completed to remain visible to them on return visits to CIL.
(b) Information on their completion of CIL modules and overall courses, linked to their Cochrane Account, to enable certificates to be generated and downloaded from the CIL website, and information on their learning achievements to be added to their Cochrane ‘My Account’ record.
(c) Detailed information on their interaction with CIL and answers to questions throughout the modules, to enable the internal compilation and analysis of statistical information by Cochrane to evaluate the effectiveness of CIL as a learning tool. Data collected for this purpose will not be shared in an individually identifiable form.
(d) For Authorised Institutional Users only, Cochrane may (at the institution's request) share identifiable data on their usage and completion of CIL modules with you, for your private internal use only.
(e) Any feedback they give Cochrane about CIL.
7. Termination and Expiry
7.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits a material breach of the Agreement and fails to remedy that breach within 10 days of receiving written notification of the breach. For the avoidance of doubt, the failure by you to pay the Subscription Fee on time or at all is a material breach.
7.2 Either party may terminate this Agreement immediately by giving written notice to the other party if a Force Majeure Event persists for 3 months or more. If this termination is due to Cochrane being unable to make CIL available due to a Force Majeure Event, you shall be entitled to a pro rata refund of the Subscription Fee for the period during which CIL was not available.
7.3 Cochrane may terminate the Agreement by giving 90 days’ written notice to you if Cochrane intends to stop making CIL available. If Cochrane terminates under this clause, you shall be entitled to a pro rata refund of the Subscription Fee for any portion of the Subscription Period for which you have paid the Subscription Fee but during which CIL will no longer be available; or
7.4 You may terminate the Agreement by giving notice in writing to Cochrane for any of the following reasons, in which case the Agreement will end immediately and Cochrane will give you a pro rata refund of the Subscription Fee for any part of the Subscription Period during which you will consequently not have access to CIL:
(a) Cochrane has told you about an upcoming significant change to CIL, your subscription or the Agreement to which you do not agree.
(b) Cochrane has told you about an error in the price or description of the subscription you have ordered and you do not wish to proceed.
(c) There is a risk that supply of the subscription may be significantly delayed because of events outside Cochrane’s control.
7.5 Upon the expiry or termination of the Agreement:
(a) the Authorised Users’ access to CIL will be revoked; and
(b) Cochrane shall pay any outstanding refund issued in accordance with clause 7.2, 7.3 or 7.4 within 30 days.
7.6 Cochrane may notify you in advance when your paid subscription is due to expire (where applicable).
7.7 By placing your order for a subscription, you are requesting and agreeing that Cochrane may start your subscription and provide you with access to CIL as soon as possible following our acceptance of your order. You have 14 days after the day Cochrane emails you to confirm that Cochrane accepts the order to change your mind and cancel the Subscription, provided that you have not accessed CIL during that 14 day period, by notifying Cochrane in writing at CILsubscriptions@cochrane.org, in which case Cochrane shall issue a refund of the Subscription Fee. If you do access CIL within the 14-day period, you acknowledge that you are not entitled to a refund if you then change your mind and cancel your subscription.
7.8 Except as specifically provided for in any other provision of the Agreement, your Subscription may only be cancelled by you with effect from the end of your current Subscription Period. You may give Cochrane notice of cancellation in advance of your current Subscription expiring but the cancellation will not take effect until the end of your current Subscription Period.
8.1 Except as expressly provided in this Agreement and subject to clause 8.2:
(a) CIL and the Documentation are supplied on an ‘as is’ basis and all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are (to the fullest extent permitted by applicable law) excluded from the Agreement and you assume sole responsibility for results obtained from the use of CIL by you and your Authorised Users and for conclusions drawn from such use.
(b) Cochrane shall have no liability to you for any damage caused by errors or omissions in any information, instructions or scripts provided to Cochrane by you in connection with CIL, or any actions taken by Cochrane at your direction;
(c) Cochrane shall have no liability to you for a failure to comply with the Agreement due to a Force Majeure Event;
(d) Cochrane shall have no liability to you for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that CIL may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
(e) Cochrane shall have no liability to you for any loss of or corruption to data held within CIL due to causes which are outside of Cochrane’s reasonable control; and
(f) access to and use of CIL may be dependent on third party services, including but not limited to hosting infrastructure services, and Cochrane shall have no liability for interruptions to the availability of CIL caused by such third-parties which are outside of Cochrane’s reasonable control.
8.2 Nothing in this Agreement limits or excludes either party’s liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot by law be limited or excluded.
8.3 Nothing in this Agreement limits or excludes your liability for infringement or unauthorised use of any Intellectual Property Rights in CIL and/or the Documentation.
8.4 Subject to clauses 8.2 and 8.3, under or in connection with this Agreement:
(a) neither party shall have any liability to the other for any indirect or consequential losses; or
(b) each party’s aggregate liability to the other shall be limited to the value of the Subscription Fee for the Subscription Period in which the cause of action arose.
9. Governing Law and Jurisdiction
9.1 The Contract and any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
9.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims). However, if you are an Individual Subscriber, you will benefit from any applicable mandatory provisions of consumer law of the country in which you are resident.
10.1 Variation: Cochrane may vary these Terms from time to time and such variations will become effective upon your acceptance of the updated Terms. You can view a log of changes to these Terms here. The parties may agree to vary the Agreement by agreement in writing signed by or on behalf of both parties.
10.2 Assignment: Cochrane may at any time sub-contract, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under the Agreement, provided Cochrane gives written notice to you. You may only transfer your rights or obligations under the Agreement with Cochrane’s prior written consent. If rights in all or any part of the CIL are assigned to another organisation, Cochrane shall use its best endeavours to ensure that the terms and conditions of this Agreement are maintained.
10.3 No partnership or agency: Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
10.4 Entire Agreement: The Agreement constitutes the entire agreement between the parties and supersedes all prior communications, understandings and agreements relating to the subject matter of the Agreement, whether oral or written, unless otherwise agreed in writing. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
10.5 Severance: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but the invalidity, illegality or un-enforceability shall not affect the continuation or enforceability of the remainder of this Agreement. Either party’s waiver or failure to require performance by the other, of any provision of this Agreement will not affect its full right to require such performance at any subsequent time, or be taken or held to be a waiver of the provision itself.
10.6 Notices. Any notice required to be given under the Agreement shall be sent by email to the parties’ email addresses as set out in the Order Form. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
10.7 Contact and complaints. If you need to speak to Cochrane regarding your Subscription you should refer to the contact details set out in the Order Form or, if no such contact details are provided, contact email@example.com. If you have a complaint about or relating to your Subscription, you should contact CILsubscriptions@cochrane.org.