Spend Comparison Service - End User Access Agreement (EUAA)

Please read this EUAA carefully before you start to use the Spend Comparison Environment.

The Spend Comparison Service is a secure platform hosting a database that lists products by supplier, price and volume for every trust in England. It allows Trust and registered Organisations’ procurement managers to evaluate whether supplier-negotiated prices are too high (by volume relative to other trusts), aiming to facilitate better purchasing decisions and therefore provide value for money.

A Request to NHS Digital under section 255 of the Health and Social Care Act 2012 (“HSCA”) – ‘Spend Comparison Scheme’ - was made by NHS Improvement to NHS Digital on behalf of all Trusts and relates to the data used on the platform.

By registering for the Spend Comparison Service your Trust has confirmed:

• that it agrees to NHS Improvement making the section 255 HSCA Request to NHS Digital referred to above on behalf of your Trust and to your Trust being registered by NHS Digital as the joint requestor together with NHS Improvement and other Trusts
• that in accordance with section 255(2) of the HSCA the information which could be obtained by NHS Digital complying with this request is information which it is necessary or expedient for your Trust to have in relation to the exercise of its functions, or of carrying out of activities, in connection with the provision of health care or of adult social care
• that it appoints NHS Improvement to act as your Trust’s agent in relation to the management of this request, including giving it authority to issue notice to NHS Digital to bring this request to an end, and authorises NHS Improvement to enter into a relevant agreement/Memorandum of Understanding with NHS Digital for the purpose of managing the Spend Comparison Service

By using the Spend Comparison Service you are confirming that you are currently authorised by your named trust to access and use the Spend Comparison Environment.

The Spend Comparison Service (SCS) is intended to provide trusts with procurement information retrospectively, that could be used to inform future procurement decisions. For the avoidance of doubt it is in no way an endorsement of a particular product, its quality or the supplier and trusts will need to satisfy themselves that all procurement and clinical governance has been followed before going ahead with any procurement.

This is Version 1.0 of this EUAA, which was most recently updated on 31 July 2019.

The following definitions are used in this EUAA:

Raw data

This means the procurement data, detailing what was bought, from which supplier, by which Trust/group of Trusts, and at what price or prices.

Clean data

This has the meaning given to it in paragraph 11.1.

End User Access Agreement or EUAA

This means this agreement (together with the documents and links referred to in it) set out the terms and conditions on which you may use the Spend Comparison Environment.

Login details

This means the username and password which you use to access the Spend Comparison Environment.

Organisation

This means any organisation within the scope of the request.

Request

This means the Request to NHS Digital made by NHS Improvement in its name and on behalf of all Trusts under section 255 of the Health and Social Care Act 2012 titled ‘Spend Comparison Scheme’.

Spend Comparison Content

This means the material in the Spend Comparison environment, which may include login details and associated information, website and portal designs, commercial data, information, text, standards, images, interactive services, reports, and any other works or materials.

Spend Comparison Service

This means the secure hosted environment, portal and database that collates and analyses Raw Data from NHS trusts and other approved Organisations, providing a way for Trusts to access, upload Raw Data, perform analysis resulting in Clean Data, and save spend comparison analysis.

Trust

This means any NHS trust or NHS foundation trust in England within the scope of the Request.

Virus

This means computer viruses, trojans, or technologically harmful.

We, our, us, and NHS Digital

These are references to the Health and Social Care Information Centre, a non-departmental public body established under Section 252 of the Health and Social Care Act 2012.

You or your

This means the personnel, contractor, agent, or authorised representative of a Trust accessing and using the Spend Comparison Environment.

This EUAA (together with the documents and links referred to in it) sets out the terms and conditions on which you may use the Spend Comparison Service.

You may access and use the Spend Comparison Environment only if you are an authorised user of the Spend Comparison Service of a registered Organisation, and personally agree to comply with the terms of this EUAA every time you access the Spend Comparison Service. If at any time you do not agree, you may not access or use the Spend Comparison Service.

By using the Spend Comparison Service, you are accepting and consenting to the terms described in this EUAA and confirming that you accept this EUAA and that you agree to comply with it.

We may make changes at our discretion to the content and features of the Spend Comparison Service, this EUAA, the terms and conditions applicable to any third party tool, product, or service used to manage, analyse, or model any part of the Spend Comparison Service, Data or Spend Comparison Content, our privacy policy, and any other policies or links applicable to your use of the Spend Comparison Service. Subject to the scope of the Request and any other provisions of the HSCA we may make any such changes at any time and for any reason without providing notice of those changes to you.

Every time you wish to use the Spend Comparison Service, please ensure that you understand and agree to the provisions that apply at the time. The date of the most current version of this EUAA is set out above in paragraph 1.2.

Your access and continued use of the Spend Comparison Service after an update has been made signifies your acceptance of those changes. Depending on the update, you may not be able to use the Spend Comparison Service (or any of its functions, or access Data) unless you have accepted any new or additional terms.

By using the Spend Comparison Service you warrant that all Raw Data provided by you for verification of identity, access and security purposes is accurate.

It is the Organisation’s responsibility to ensure that its registered staff are sufficiently trained, including ensuring that all Raw Data is uploaded as per the current required specification from time to time. You shall ensure that you are sufficiently trained in the Spend Comparison Service. Failure to upload Raw Data in accordance with the current requirements and specification may result in removing your access.

When you access the Spend Comparison Service, we process information about you. We will only use your personal information in accordance with our transparency notices.

NHS Digital services and rights and responsibilities are governed by the Freedom of Information Act 2000, the General Data Protection Regulation 2016/679 and the Data Protection Act 2018. You can read NHS Digital’s policy and other information on this topic.

By using this Spend Comparison Service you confirm that you are an employee of a registered Organisation, and your Organisation has also authorised you to access the Spend Comparison Service.

You acknowledge that where we recognise errors, we may on occasion need to require the deletion, recall and resupply of Raw Data. You and your Organisation shall cooperate with any such request

Our assumption is that your access to the Spend Comparison Service is from within England, and we are not responsible or liable for your compliance with any local laws should you seek to access outside of England. We may limit the availability of the Spend Comparison Service to any person or geographic area at any time at our discretion.

You recognise that the Spend Comparison Service is a service with other users, and that capacity may on occasion be limited. You will comply with any guidance as to fair use that may be given by us from time to time. You recognise that we may need to suspend or throttle usage that is in excess of fair usage or where we consider it may impact other users.

Your use of tools available within the Spend Comparison Service may require you to agree to additional terms and conditions in relation to that feature before it may be used, and will at all times be subject to: (i) us making that feature available to you, and (ii) any controls and/or reasonable use restrictions which we put in place.

A current list of the additional third party terms is set out in Appendix A, and may be updated by us from time to time.

You acknowledge and agree that, with your express and explicit permission, NHS Digital and NHS Improvement have the right to use the Raw Data and analysis with third parties to provide market, group, regional and national level insight or in connection with the exercise of any of their statutory functions. You warrant that you are the owner of all Raw Data you provide to NHS Digital or, if any Raw Data belongs to a third party, that you have that third party’s permission to provide the Raw Data to NHS Digital for the purpose of the Spend Comparison Service and the above stated additional purposes. See also paragraph 10.2 (ii), 11.4 and 12.2.

We aim to make the Spend Comparison Service accessible (subject to the controls) and comply with standards which should work on the majority of browsers in use. However, we offer no warranty for the Spend Comparison Service working in any particular browser or configuration. Please note that you may see inconsistencies in the presentation of pages if you are using an older or deprecated version of a browser, or the Spend Comparison Service may not work at all. Find out more information on accessibility.

In order to use the Spend Comparison Service and/or access certain content, systems, or features of the Spend Comparison Service, your Organisation will first need to register you as an authorised user. You may need to complete an online registration form and create or update login details. These login details will consist of a user identification name and password. You may be asked to provide additional information as required as part of our security procedures.

As a minimum, passwords you use to access the Spend Comparison Service must have a level of complexity which ensures they cannot be easily guessed by hackers or malicious software and are in accordance with Government best practice.

We may ask you to change your login details, or manually enter your login details from time to time as a security measure. We do not recommend using biometric data (such as fingerprints or facial recognition) to store your login details if other people can also access your device using their biometric data.

You agree to provide true, accurate, current and complete information about yourself when registering for and using the Spend Comparison Service and you agree to keep this information up to date and accurate at all times.

Unless directly caused by us, you are responsible for, and agree to hold us harmless from, any unauthorised access or changes made to your login details or account resulting from shared or unauthorised access to your device or other individuals having access to your login details.

You must treat your login details as confidential and you must not disclose it to anyone. If you know or suspect that anyone other than you knows your login details or that your access to the Spend Comparison Service has been compromised, you must promptly: (i) notify the NHS Digital National Service Desk by writing to [email protected] or by calling +44 300 303 5035; and (ii) if possible to do so, change your login details.

If you cease to be authorised by the Organisation at any time then you must cease using your login details and accessing the Spend Comparison Service immediately. Your Organisation is responsible for local administration and shall remove your access.

You may only use the Spend Comparison Service for lawful purposes and in accordance with this EUAA, and agree not to access without authority, interfere with, damage or disrupt:

• any part of the Spend Comparison Service or any of the data found therein
• any equipment or network on which the Spend Comparison Service is stored
• any software or services used in the provision of the Spend Comparison Service
• any equipment or network or software owned or used by any third-party

You may not use the Spend Comparison Service:

• in any way that breaches this EUAA or any applicable local, national, or international law or regulation
• in any way that breaches intellectual property rights, rights to confidentiality or data protection of any third party
• unlawfully, fraudulently, maliciously, or in any way that is harmful to NHS Digital or other users, or has any unlawful, fraudulent, malicious, or harmful purpose or effect
• to send, knowingly receive, upload, download, use or re-use any material which does not comply with this EUAA
• to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam)
• to knowingly send or transmit any data that contains viruses
• with the login details of another user, or permit any unauthorised person to use your login details to use the Spend Comparison Service
• in any way which would change the Spend Comparison Service or infringe on any intellectual property rights in relation to using the Spend Comparison Service
• in any way which attempts to unencrypt or otherwise intercept any transmission of data to or from the Spend Comparison Service or any applicable third parties
• in any way which could disable or compromise the security of the Spend Comparison Service, or that belonging to any third party, or interferes with the use of the Spend Comparison Service by other parties

You acknowledge that any and intellectual property rights subsisting in or used in connection with the Spend Comparison Service environment (excluding the Raw Data and Clean Data) shall be and remain the sole property of NHS Digital.

From the moment the Raw Data is uploaded by you on the Spend Comparison Service’s platform: 

• If the Raw Data belongs to you, you hereby assign, all copyrights, patents, trademarks, database rights, and all other intellectual property rights in the Raw Data to NHS Improvement. This assignment shall also function as a present assignment of future rights in the intellectual property rights to the Data.
• If any Raw Data belongs to a third party, you license this Raw Data to NHS Improvement and NHS Digital for the purpose of the Spend Comparison service and the additional purposes stated in paragraph 7.6 and under the warranty provided for in that paragraph.

You acknowledge that all intellectual property rights in the output data after the Data is analysed by NHS Digital (“Clean Data”) are owned by NHS Improvement but, subject to paragraph 11.2, is licensed by NHS Improvement back to you for the purpose of the Spend Comparison Service and/or in connection with your functions.

Neither your Organisation nor you may share the Clean Data with any third party (save for other registered users of the service). You and your Organisation shall obtain our prior written approval prior to providing the Clean Data to any third party. For the avoidance of doubt, third parties include, but are not limited to:

• management consultancies, audit firms
• outsource providers, data / systems providers, suppliers / wholesalers
• procurement service providers, collaborative procurement hubs, category towers.

The Clean Data is for authorised users only. You are not allowed to extract Clean Data from the service and share it with organisations or individuals outside of the NHS (as shown above). This includes Clean Data exported to Excel and Screenshots of the service.

Your Organisation may use the Raw Data it provides in accordance with its own governance. Any such use is outside the terms of this service.

Your Organisation remains responsible for any breach by it of the intellectual property rights of any third party.

You may only upload content to the Spend Comparison Service which is either owned by your Organisation, or which you are authorised to upload for the purposes set out here on behalf of your Organisation. You and your Organisation shall ensure that any content uploaded by you does not breach any third party’s rights.

We are not responsible for the content or reliability of any external websites we may link to from the Spend Comparison Service and do not endorse the views expressed within them. We aim to replace broken links to websites, but cannot guarantee that these links will always work as we have no control over the availability of those websites.

Due to the very nature of the internet we cannot guarantee the Spend Comparison Service or any websites we link to will always be available to you.

To the extent permitted by law, NHS Digital's liability for the provision of the Spend Comparison Service is limited to £100.

For the avoidance of doubt, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (i) use of, or inability to use, the Spend Comparison Service; or (ii) any loss in connection with any error, omission, defect, virus, or system failure.

We will not be liable for any loss or damage caused by a virus which may infect your device, computer equipment, computer programs, data or other proprietary material due to your use of the Spend Comparison Service or in relation to your downloading any content or data from the Spend Comparison Service, or on or from any third party website linked to the Spend Comparison Service.

We do not assume any responsibility for the content of third party websites which may be linked on the Spend Comparison Service. Such links should not be interpreted as an endorsement of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

To the extent permitted by law, we exclude all other conditions, warranties, representations or other terms which may apply to the Spend Comparison Service or any data or content on it, whether express or implied.

You agree to reimburse us for any direct losses that either incurs as a result of your: (i) breach of, or failure to comply with, this EUAA; or (ii) unauthorised use of the Spend Comparison Service.

We do not guarantee that the Spend Comparison Service will always be available or be uninterrupted. Access to the Spend Comparison Service is permitted on a temporary basis.

We may suspend, withdraw, discontinue or change all or any parts of the Spend Comparison Service without notice and without compensation to you.

We may, at any time, suspend or terminate your login details and/or use of the Spend Comparison Service (in whole or in part) temporarily or permanently. We may do this:

• if we, or a third party which provides some or all of the services related to the Spend Comparison Service, are making repairs, updates, or conducting maintenance on our tools and systems or those related to the third party companies or services
• if we have concerns about the security of the Spend Comparison Service
• if we suspect that your login details have been compromised or used fraudulently or in an unauthorised way
• if we suspect that you may be using the Spend Comparison Service or any data in a fraudulent or unauthorised way or in violation of this EUAA
• if we have to do so in order to meet legal obligations
• if we are prevented from providing the Spend Comparison Service for any reason beyond our reasonable control
• if you have not accessed or used the Spend Comparison Service for a period of 12 months or more
• for any other reasonable cause or factor at our absolute discretion

We will endeavour to give you advance notice of any suspension or termination but may not be able to do so in all circumstances. We will not provide notice to you if providing that notice would compromise our security measures or is unlawful.

You may request the reactivation of your login details if we suspended or terminated your access, but we are under no obligation to do so.

We will not be liable to you if for any reason any part of the Spend Comparison Service is unavailable or inaccessible to you at any time or for any period.

You can terminate your use of the Spend Comparison Service at any time by writing to [email protected] or by calling +44 300 303 5035 and by no longer using your login details. It is your responsibility to remove any saved login details from your device if you wish to terminate your use of the Spend Comparison Service, or if you change your device or otherwise dispose of it, or if you cease to be authorised by your organisation

We do not guarantee or warrant that the Spend Comparison Service will be secure or free from viruses, that the functions of the Spend Comparison Service will be uninterrupted or error free, that defects will be corrected, or represent the full functionality, accuracy, or reliability of the materials or data.

You are responsible for configuring your accessing device in order to access the Spend Comparison Service safely. You should use and maintain your own virus protection software.

You must not misuse the Spend Comparison Service by knowingly introducing viruses. You must not attempt to gain unauthorised access to the Spend Comparison Service, the server on which the Spend Comparison Service or related data is stored, or any server, computer or database connected to the Spend Comparison Service. You must not attack the Spend Comparison Service via a denial-of-service attack or a distributed denial-of service attack.

In using the Spend Comparison Service you are giving us, or an agent or representative appointed on our behalf, permission to: (i) carry out an audit at any time and without notice to you in relation to your use of the Spend Comparison Service; and (ii) share information with your Organisation in relation to that audit and its findings.

By registering to use the Spend Comparison Service and receiving login details, you are giving us permission to contact you or your Organisation from time to time by using any of the methods which you have authorised during the registration process. You may update your preference at any time by making the appropriate selection when logged in on the Spend Comparison Service.

You are responsible for keeping us updated if your contact details change. We are not responsible if we are not able to contact you, or if your contact details are out of date.

If any part of this EUAA becomes or is held by a court to be invalid, illegal, or unenforceable, this will not affect the validity of the remaining provision which will remain in full force and effect.

Ceasing to use the Spend Comparison Service does not affect any provision of this EUAA which is expressly or by implication intended to continue on in effect.

We may transfer our rights and obligations under this EUAA to another organisation at any time and at our discretion. You may not transfer your rights or obligations to anyone else.

No attempt by you to vary this EUAA will be valid.

This EUAA, its subject matter and formation (and any non-contractual disputes or claims), and the use of the website, are governed by English law. We both agree to the exclusive jurisdiction of the courts of England in respect of any disputes or causes of action arising under these terms and conditions or the use of the Spend Comparison Service.

If you have any queries about the Spend Comparison Service or this EUAA please contact us by email or post at:

[email protected]

ref: Spend Comparison Service and your NIC number.

Post: NHS Digital, 7 and 8 Wellington Place, Leeds, West Yorkshire, LS1 4AP.

NHS Digital may make certain third party tools, products, or services available to you from time to time which are used in the management, analysis, and/or modelling of any part of the Spend Comparison Service or Spend Comparison Content. In using the Spend Comparison Service and the Spend Comparison Content, you must comply with the end-user obligations contained in such third-party terms and conditions (an initial list is referenced below). Your use of the Spend Comparison Service indicates your agreement to: (i) be bound to, and to only use the Spend Comparison Service in accordance with the end-user obligations referenced below; and (ii) not use the Spend Comparison Service in a way which would cause NHS Digital to be in breach of its obligations in those third-party terms and conditions

If you have any queries on your obligations under any of these third-party terms and conditions you should contact us as set out in paragraph 19.1 before using the Spend Comparison Service.

Third party entity

Amazon Web Services Inc.

Location of applicable terms and conditions

The Universal Service Terms (applicable to all services), and the specific service terms applicable to any particular product provided by Amazon Web Services Inc. associated with your use of the Spend Comparison Service.

Read the AWS Acceptable Use Policy.