openEHR Membership Agreement Terms and Conditions

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INTERPRETATION

“ADDITIONAL TERMS” means any additional terms that are imposed by virtue of a Member’s involvement in specific groups or activities of openEHR International that may be required, including but not limited to the involvement of Subscribers in the Board of Governors, the Board, Industry Partners Groups, Program Groups, International Affiliate Organisations etc.

“MEMBER” means the individual, group, commercial entity or organisation, which is named as specified by the payee of the Registration Fee and for whom, following acceptance by openEHR, openEHR has agreed to provide the Benefit, in accordance with these terms.

“MEMBERSHIP” means the period of time when the individual, group, commercial entity or organisation is a Member of openEHR.

“BENEFIT” means the benefits provided by openEHR from time to time and set out at https://www.openehr.org/community/membership/

“OPENEHR” means openEHR CIC (registered number 12022199) trading as openEHR International and whose registered office is at The Network Building, 97 Tottenham Court Road, London, W1T 4TP

“REGISTRATION FEE” means the payment made by the Member to openEHR to cover openEHR activities, administration and costs of Membership.

“PAYMENTS” means the payments due to openEHR at annual intervals throughout the Membership Term and thereafter until the agreement is terminated by either party in accordance with these terms.

“MEMBERSHIP TERM” means the initial 12-month period from the date when the Membership is accepted by openEHR and any subsequent 12-month period after payment of the Registration Fee.

AGREEMENT TO THESE TERMS

When applying for Membership of openEHR, the Member confirms that it has read and agrees to be bound by these openEHR Terms and Conditions and any Additional Terms that are relevant to the Member’s activities in openEHR.

BENEFITS

openEHR shall provide the Benefit to the Member subject to these terms and any Additional Terms.

openEHR may at any time without notifying the Member make any changes to the Benefits which are necessary to comply with any safety or other statutory requirements or its mission.

MEMBERSHIP TERM AND PAYMENTS

Membership of openEHR is for an initial Membership Term of 12-months from the date of application and a Registration Fee is due on that date, followed by continuing payments at the beginning of each 12-month period of the Membership Term.

Following expiry of the Membership Term, Membership and payments will continue until either party terminates in accordance with these terms.

All charges quoted to the Member for the provision of the Benefit are inclusive of VAT, for which the Subscriber is liable at the prevailing rate, and these must be paid without deduction or set-off.

WARRANTIES AND LIABILITY

openEHR makes no representation and gives no warranty or undertaking in relation to the Benefit.

Where openEHR uses the service of any agent or third party (such as speakers at events) openEHR does not give any warranty, guarantee or indemnity in that respect.

Except in cases of death or personal injury caused by openEHR’s negligence, openEHR shall not be liable to the Member by reason of any representation (unless fraudulent or negligent) for any loss of profit or any indirect, special or consequential loss, damage costs, expenses or other claims (whether caused by the negligence of openEHR or its agents or otherwise) which arise out of or in connection with the provision of the Benefit and the entire liability of openEHR under or in connection with the Benefit shall not exceed the Registration Fee.

openEHR shall not be liable to the Member or be deemed to be in breach of these terms by reason of any delay in performing, or any failure to perform, any of openEHR’s obligations in relation to the Benefit, if the delay or failure is due to any cause beyond openEHR’s reasonable control, and time shall not be of the essence.

openEHR takes the privacy of members data seriously and will only use your personal information for club administration purposes, such as communicating with you about your membership, openEHR activities, news and other information that we deem of interest to the membership community.  More information about how we look after your data can be found on our website at https://www.openehr.org/using_the_site/privacy_policy.

MEMBER OBLIGATIONS

The Member shall:

not act in any way which may, in openEHR’s reasonable opinion, adversely affect its goodwill or reputation; and

adhere to all terms, Additional Terms, policies and procedures of openEHR as may be in effect from time to time.

TERMINATION OF MEMBERSHIP

The Member may terminate the membership by giving 3 month’s written notice to openEHR. If notice is given during the Membership Term, no refund will be paid for the remaining period of the Membership Term.

Either party may at any time terminate the Membership by immediate written notice if the other commits any material breach of these terms or goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

Upon termination of this Membership for whatever reason all sums owed by the Member to openEHR shall become due and payable by the Member with immediate effect.

GENERAL

Notices to openEHR are to be sent to comms@openehr.org. Notices to the Member will be sent to the address shown on the application form, unless openEHR is otherwise informed in writing.

No failure or delay by either party in exercising any of its rights under these terms shall be deemed to be a waiver of that right, and no waiver by either party of any breach of these terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.

English law shall apply to this agreement, and the parties agree to submit to the jurisdiction of the English courts.

Membership of openEHR is at the sole discretion of openEHR and it reserves the right to refuse Membership.

MEMBERSHIP CATEGORIES

Subscribing Individual / Professional Member - open to any individual and requires payment of an annual membership fee.

Benefits

With other Subscribing Members, member is able to collectively elect up to 2 Board members;

Is entitled to nominate or be nominated for a Board position;

Can be a member of Program project groups and Committees;

Can vote in open meetings.

Industry Partner - open to any company or commercial organisation and requires payment of annual membership fee. The level of fee is dependent on the size of the company.

Benefits

Right to nominate or be nominated for Board office-holder positions;

Right to collectively elect 2 Board members for a period of two years;

Right to contribute to development of product conformance & certification process;

Clinical Model change requests may be prioritised over those from Individual/Professional members or non-members;

Visibility on openEHR website

Right to post industry news and events

Employees of an Industry Partner can be a member of Program Committees

Right to vote in open meetings.

Organisational Partner - is restricted to jurisdictional, academic or other non-profit organisations. An annual fee is payable at a level decided by mutual arrangement with openEHR International.

Benefits

Right to nominate or be nominated for a Board office-holder positions;

Right to collectively elect 2 Board members for a period of two years;

Visibility on the openEHR website

Right to post industry news and events

Right to contribute to development of the Training accreditation / certification process;

Clinical Model change requests may be prioritised over those from Individual members or non-members, as directed by the Clinical modelling Program leads;

Employees of an Organisational Partner can be a member of Program Committees

Up to 70% of the fees paid by an Organisational Partner may be directed specifically to the openEHR Clinical modelling program. Exact use of that funding will be determined by the openEHR International Board, subject to the advice of the Clinical Modelling Program and the overall funding available.

Right to vote in open meetings.



A Non-Profit Company
Address: c/o UCLB, The Network Building, 97 Tottenham Crt Rd, London WC1T 4TB
Phone: +44 (0)207 679 9000 Email: comms@openehr.org

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