Terms and Conditions

The following terms and conditions are an integral part of EVERSANA INTOUCH and its affiliates, including but not limited to Healthware (collectively, “EVERSANA INTOUCH”). Purchase Order:

  1. Vendor may not exceed the amount set forth in the Purchase Order or alter any term, condition or description of the services requested without the express written consent of EVERSANA INTOUCH, which consent must be given prior to commencement of the services. EVERSANA INTOUCH shall not be liable for any services provided or amounts due other than as set forth in the Purchase Order if Vendor does not obtain said prior written consent.
  2. All invoices for services rendered under the Purchase Order shall reference the Purchase Order by number and shall include a detailed description of the services provided under the Purchase Order. Unless otherwise directed Vendor shall not include more than one Purchase Order number in an Invoice and shall not issue more than one Invoice per Purchase Order unless the duplicate Invoice is clearly marked as a duplicate Invoice, with reference to the original Invoice. EVERSANA INTOUCH shall not be required to pay any Invoice in less than 30 days after receipt and shall pay each Invoice 30 days after receipt unless the Purchase Order specifically provides otherwise.
  3. In the event EVERSANA INTOUCH disputes any portion of an Invoice, EVERSANA INTOUCH shall pay those sums it does not dispute and the parties shall attempt to resolve the disputed portion. Within fifteen (15) days of resolution of any dispute, EVERSANA INTOUCH shall pay the agreed upon amount, without penalty.
  4. The Purchase Order may be cancelled or terminated at any time for any reason upon no less than 15 days’ notice. Upon termination or cancellation EVERSANA INTOUCH shall be liable for only those services provided prior to Vendor’s receipt of the notice of termination or cancellation.
  5. Vendor shall maintain at all times liability insurance as is normal and customary in the industry generally for vendors similarly situated, and as adequate to satisfy Vendor’s obligations under the Purchase Order. If EVERSANA INTOUCH requires Vendor to maintain a specific amount of liability insurance, EVERSANA INTOUCH will set the amount in the Purchase Order and Vendor agrees to maintain the amount set forth in the Purchase Order. Upon written request, Vendor will provide to EVERSANA INTOUCH a copy of its policies of insurance in that regard, along with any endorsements, schedules or riders thereto.
  6. Vendor shall acknowledge receipt of the Purchase Order and return the Purchase Order with the executed acknowledgement to EVERSANA INTOUCH. No other form of acceptance shall be binding on EVERSANA INTOUCH. EVERSANA INTOUCH expressly limits Vendor’s acceptance to the terms stated herein and any additional or different terms proposed by Vendor shall not be binding on EVERSANA INTOUCH, whether or not they would materially alter the Purchase Order, and are rejected.
  7. EVERSANA INTOUCH  Releases. EVERSANA INTOUCH shall provide any necessary release forms in the event the requested services require the use of models or materials from third-parties. Vendor shall be responsible for delivering the release forms to the appropriate parties and ensuring that the release forms are completed, executed and delivered to EVERSANA INTOUCH before services commence. EVERSANA INTOUCH shall not be liable or responsible for any payment for services provided before or in the absence of execution and delivery of the release forms.
  8. Vendor Releases. Vendor shall be responsible for obtaining any releases required in connection with the use of any item Vendor provides and which appears or may appear in the product provided by Vendor. By way of example only, this shall include, but not be limited to, props, locations, settings and wardrobe. EVERSANA INTOUCH shall not be responsible or held liable for any claims by any party for use of any item for which such a release was or may have been required and not obtained include, but not be limited to, props, locations, settings and wardrobe. EVERSANA INTOUCH shall not be responsible or held liable for any claims by any party for use of any item for which such a release was or may have been required and not obtained.
  9. Confidentiality. Vendor may receive information from EVERSANA INTOUCH which is or may be considered to be confidential information or intellectual property. If requested by EVERSANA INTOUCH Vendor shall execute a confidentiality agreement in the form provided by EVERSANA INTOUCH. In no event shall Vendor use in any other work performed by Vendor for any other party or share with any other party any confidential information or intellectual property received from EVERSANA INTOUCH. The work provided by Vendor is also subject to these restrictions as such work is EVERSANA INTOUCH’s property and, as such, may not be used by Vendor for any purpose other than provision of the requested services to EVERSANA INTOUCH.
  10. Anti-Corruption. Vendor shall not participate in any illegal inducements, including, but not limited to, offering, paying or accepting bribes. Vendor shall conduct its business consistent with fair competition and in compliance with all applicable antitrust laws. Vendor shall comply (and ensure compliance by its Personnel) with all applicable laws and regulations relating to anti-bribery and anti-corruption including the discipline of the “administrative liability of legal entities deriving from offences” (Legislative Decree 8 June 2001 no. 231), on which Healthware’s Model 231 is based.
  11. Equal Employment Opportunity. This  PO is subject, as applicable, to the provisions of (i) Executive Order 11246, (41 CFR Section 60-1.4(a); (ii) Section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), and (iii) Section 4212 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-300.5(a)). Vendor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-741.5(a), 60-741.5(a), and 60-300.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals without regard to race, color, religion, sex, sexual orientation, gender identity/expression, national origin, protected veteran status or disability. This PO is also subject to Executive Order 13496 (29 CFR Part 471.29 CFR Part 471 – Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
  12. Data Protection. Parties warrant that they shall comply with all applicable data protection laws and regulations, including but not limited to the provisions of the EU General Data Protection Regulation 2016/679 (hereinafter the “GDPR”), and any other applicable national data protection law, regulation, applicable code of practice or guidance, in respect of all Personal Data to be Processed under the Agreement, including without limitation the laws of the United Kingdom and Switzerland (together “Data Protection Laws”).
  13. Sub-Contractor. The Vendor shall not subcontract the whole or portions of the Purchase Order without the prior written consent of EVERSANA INTOUCH. Vendor shall be responsible for the acts or defaults of any subcontractor, his agents or employees, as if they were the acts or defaults of Vendor.
  14. Right to Audit. The Vendor must permit EVERSANA INTOUCH or its designated internal / external audit representatives, reasonable access to Vendor’s premises for the purpose of conducting audits of Vendor’s records and/or processes to the extent necessary to verify Vendor’s compliance with the Purchase Order and these terms and conditions.