PTP-102 Portal Access and Commercial Terms
The text below is a Base44-ready working draft. Replace every bracketed item and have counsel approve it before publication.
1.Parties and scope
These Portal Access and Commercial Terms (“Terms”) govern access to the PTP-102 portal and any related data room, evaluation environment, licensing workspace, document centre, or term-sheet workflow (together, the “Portal”) made available by [Provider legal name], a company incorporated in [jurisdiction] with registered address at [address] (“Provider”).
The customer is the legal entity identified in the approved application, order form, or reservation record (“Customer”). An individual user may access the Portal only as an authorised representative or approved member of Customer.
These Terms are supplemented by any signed NDA, Data Processing Addendum, order form, reservation schedule, or other written agreement identified in the Portal. If documents conflict, the more specific signed document controls for that subject matter.
2.Eligibility and approval
Portal access is conditional on successful company and user vetting, email verification, administrator approval, acceptance of the applicable Terms and NDA, and any other approval stated in the order form. Provider may refuse, suspend, or revoke access where information is incomplete, inaccurate, misleading, expired, or inconsistent with the approved purpose.
Customer must ensure that each user is authorised, uses a unique account, protects credentials, and immediately reports suspected compromise or unauthorised access. Customer is responsible for its users and representatives.
3.Limited access right
Subject to payment, approval, and continued compliance, Provider grants Customer a limited, non-transferable, non-sublicensable, revocable right to access the specific Portal areas and materials listed in the applicable order form, solely for the approved evaluation, diligence, regulatory, or licensing purpose.
No access right is granted by implication. Customer receives no ownership or general licence to the Portal, software, database, clinical records, regulatory submissions, trade secrets, documents, trademarks, or other intellectual property.
4.Permitted use and prohibited conduct
Customer may use the approved materials only for the stated purpose and only through approved users and representatives with a need to know. Customer must not:
- • copy, download, scrape, bulk-export, index, publish, sell, or redistribute Portal material except where the order form expressly permits it;
- • attempt to identify a pseudonymised patient, owner, investigator, or other person;
- • use the material to compete with Provider or any trial sponsor;
- • reverse engineer, probe, interfere with, or bypass Portal access controls;
- • share access with an unapproved affiliate, adviser, competitor, or third party;
- • use the material to make a clinical, regulatory, investment, or commercial decision without independent professional review; or
- • use the Portal for an unlawful purpose or in breach of any applicable protocol, law, NDA, or third-party right.
5.Confidentiality
All non-public clinical, technical, regulatory, financial, commercial, operational, and intellectual-property information made available through the Portal is Confidential Information. Customer must protect it using at least reasonable technical and organisational measures and must disclose it only to approved representatives who are bound by confidentiality duties no less protective than these Terms or the applicable NDA.
Customer remains responsible for any breach by its users or representatives. Confidentiality obligations survive suspension or termination. Trade secrets remain protected for so long as they qualify as trade secrets under applicable law; other Confidential Information remains protected for [five years / other counsel-approved period] after disclosure or termination.
6.Data protection
Each party must comply with applicable data-protection law. The parties must document whether each party acts as controller, joint controller, or processor for each processing activity. Where Provider processes personal data on Customer’s documented instructions, the parties must execute an appropriate Data Processing Addendum before that processing begins.
Customer must not upload personal data, special-category data, credentials, payment data, or restricted clinical records unless the order form and written instructions expressly permit it and the required legal basis, notices, permissions, security controls, and data-processing agreement are in place.
Provider may process account, identity, access, payment, audit, support, and security data to operate, secure, administer, and improve the Portal, subject to the Privacy Policy and applicable law.
7.Clinical and regulatory disclaimer
The Portal is an information and commercial evaluation environment. It is not a substitute for veterinary care, a clinical decision, a regulatory submission, legal advice, investment advice, or independent due diligence. Unless a written agreement expressly states otherwise, Provider does not warrant that Portal material is complete, current, error-free, suitable for a particular purpose, approved by a regulator, or sufficient to support a licence or transaction.
Customer must make its own legal, scientific, regulatory, financial, and commercial assessment.
8.Intellectual property and database use
Provider and its licensors retain all rights in the Portal and its content. Customer receives only the limited access right expressly stated in the applicable order form. Customer must preserve notices, watermarks, attribution, and access controls and must not extract or reutilise a substantial part of the Portal database or systematically extract/reutilise insubstantial parts in a way that conflicts with the permitted purpose.
9.Fees and payment
Fees, currency, taxes, payment timing, and any included services are stated in the applicable order form. Access may remain suspended until payment has cleared and all approval gates are complete. Customer is responsible for applicable taxes unless the order form states otherwise.
Payment of a fee does not itself create a licence, exclusivity, regulatory approval, ownership right, or obligation to complete a transaction. The Business Access Window in clause 10 and the three-month reservation in clause 11 are separate products with separate fees and separate legal effects.
10.Business Access Window
Where the order form identifies the product as a “Business Access Window”, Provider makes available a paid, controlled, time-limited route by which an eligible Customer may access the PTP-102 clinical trial portal for the approved business-evaluation purpose, for a fee of US$1,020. The Business Access Window is a distinct commercial product from the three-month reservation / term-sheet review described in clause 11: the Business Access Window buys access only, while the reservation buys the review, priority, or negotiation right written in the order form. Neither product confers a licence, ownership, exclusivity, or a guaranteed transaction, and buying one does not include or imply the other.
A Business Access Window may be granted only to a Customer that has completed company registration and vetting, administrator approval, identity verification of its authorised representatives, execution of the applicable NDA, and acceptance of the applicable version of these Terms, as required by clauses 2 and 3. Access remains subject to clauses 4 to 8 in full, including permitted use, confidentiality, data protection, the clinical and regulatory disclaimer, and intellectual-property and database use. Personal data processed in connection with the Business Access Window is handled as described in the Privacy Policy; confidentiality, Portal-use restrictions, NDA obligations, and the commercial access conditions are governed by these Terms and not by that policy.
| # | Item | Term |
|---|
| 1 | Fee | Customer shall pay US$1,020 for one Business Access Window. Currency of charge, tax treatment, and whether the amount is stated inclusive or exclusive of VAT or other taxes are not confirmed by the existing source material. TODO: Counsel or commercial confirmation required. |
| 2 | What the fee buys | The fee buys a limited, conditional, revocable right of access to the authorised Portal areas for the approved business-evaluation purpose. It does not buy ownership, an intellectual-property or commercial licence, exclusivity, an option or right to acquire or commercialise PTP-102, a partnership, a regulatory outcome, a guaranteed transaction, or a right to continued access. |
| 3 | Recurring or one-time | Whether the Business Access Window is a one-time charge or renews, and on what basis, is not confirmed by the existing source material. TODO: Counsel or commercial confirmation required. |
| 4 | Effective date | Access is activated only after payment has cleared, Provider has accepted the order, and the company vetting, identity-verification, NDA, and Terms-acceptance gates in clauses 2 and 3 are complete. The precise commencement trigger recorded in the order form is not confirmed. TODO: Counsel or commercial confirmation required. |
| 5 | Duration | The Business Access Window is time-limited. The length of the window is not confirmed by the existing source material and must be stated in the order form. TODO: Counsel or commercial confirmation required. |
| 6 | Access scope | Access is confined to the Portal areas and materials listed in the applicable order form and to the approved business-evaluation purpose. Any read-only, export, download, or watermark restriction applying to those areas must be stated in the order form. The precise access scope is not confirmed. TODO: Counsel or commercial confirmation required. |
| 7 | Personal to Customer | Access is personal to the approved Customer and its specifically authorised representatives. It may not be transferred, assigned, shared, sublicensed, resold, or exercised by or for an undisclosed third party, affiliate, adviser, or competitor. |
| 8 | Prohibited use | Clause 4 applies in full. Downloading, scraping, bulk extraction, indexing, redistribution, publication, reverse engineering, unauthorised copying, and use of information outside the approved purpose are prohibited. |
| 9 | Suspension and termination | Provider may suspend or terminate a Business Access Window under clause 11, including for a security concern, a breach of these Terms or the NDA, inaccurate or misleading application information, unauthorised use, legal or regulatory necessity, or risk to trial integrity, confidentiality, intellectual property, or data protection. |
| 10 | Cancellation and refunds | Whether the fee is refundable, partially refundable, or non-refundable, and the applicable cancellation route, are not confirmed by the existing source material. TODO: Counsel or commercial confirmation required. |
| 11 | Expiry | Access ends automatically at the end of the window unless extended in writing. Expiry does not create a continuing right of access, exclusivity, licence, or entitlement to a transaction, and does not end the confidentiality obligations in clause 5. |
11.Three-month reservation / term-sheet review schedule
Where the order form identifies the product as a “Three-Month Reservation”. This product is separate from, and is not included in, the Business Access Window in clause 10:
| # | Item | Term |
|---|
| 1 | Fee | Customer shall pay [US$2,500 / other confirmed amount] in the currency shown in the order form. |
| 2 | Effective date | The reservation starts only when payment has cleared, Provider has accepted the order, and the required company, NDA, and legal approval gates are complete. |
| 3 | Term | The reservation lasts three months from the Effective Date, unless ended earlier under these Terms or the order form. |
| 4 | Territory and field | The reserved territory and field of use must be stated precisely as [insert territory] and [insert field of use]. A reservation has no effect outside that description. |
| 5 | Nature of right | The reservation gives Customer only the review, access, priority, or negotiation right expressly written in the order form. It is not a licence, an option to purchase, a transfer of ownership, a guarantee of regulatory approval, or a promise that a definitive agreement will be signed. |
| 6 | Exclusivity | There is no exclusivity unless the order form expressly marks the reservation as “exclusive” and defines the affected territory, field, product, and prohibited competing commitments. Any exclusivity is limited to that definition and duration and is subject to existing rights, mandatory law, and Provider’s ability to perform lawfully. |
| 7 | No automatic transaction | Provider may decline a proposed transaction following legal, regulatory, scientific, technical, commercial, sanctions, diligence, or counterparty review. Customer must not represent that it owns or controls the reserved territory or product. |
| 8 | Refund choice | [Choose one after counsel review: (a) full refund if Provider cannot lawfully provide the stated reservation; (b) pro-rata refund for unused time after Provider breach; (c) no refund after access begins except for Provider’s material breach or mandatory law.] |
| 9 | Credit choice | The fee is [not credited / credited in whole / credited in part] against a later signed licence or transaction only if the later written agreement says so. |
| 10 | Expiry | The reservation ends automatically at the end of the three-month term unless extended in writing. Expiry does not create a continuing exclusivity, licence, or right to a transaction. |
12.Suspension and termination
Provider may suspend or terminate access immediately where necessary to protect security, comply with law, respond to a regulator or rights-holder, address a breach, or prevent unauthorised disclosure. Provider may also terminate for material breach not cured within [ten] business days after notice, unless immediate action is justified.
On termination or expiry, Customer must stop using the Portal, return or securely delete Confidential Information as directed, and ensure that its representatives do the same, subject to legally required archival retention.
13.Liability and exclusions
This section applies only to the extent permitted by applicable law and must be reviewed for each customer type.
Option A — fixed B2B cap
For a Customer acting solely in the course of business, and excluding the Excluded Claims below, Provider’s aggregate liability arising out of or relating to the Portal, access, a Business Access Window, or a reservation shall not exceed [€100 / US$100].
Option B — fee-linked B2B cap
For a Customer acting solely in the course of business, and excluding the Excluded Claims below, Provider’s aggregate liability arising out of or relating to the Portal, access, a Business Access Window, or a reservation shall not exceed the greater of [€100 / US$100] and the fees paid by Customer for the affected service during the twelve months before the event giving rise to the claim.
“Excluded Claims” means liability that cannot lawfully be excluded or limited, including any category that counsel identifies as mandatory under applicable law, and may include fraud or fraudulent misrepresentation, death or personal injury caused by negligence, deliberate misconduct, unpaid refund or payment obligations, and specified breaches of confidentiality, data protection, or intellectual-property rights.
To the extent permitted by law, neither party is liable for indirect or consequential loss, loss of profit, revenue, business opportunity, anticipated savings, goodwill, or reputation. This does not remove a mandatory statutory right or prevent a regulator, court, or competent authority from exercising its powers.
14.Governing law and disputes
Subject to mandatory rights and any different written agreement, these Terms are governed by the laws of Ireland and the parties submit to the courts of Ireland. Counsel must confirm whether this clause is appropriate for each customer’s jurisdiction and whether any mandatory local law applies.
15.Electronic acceptance and version control
Customer accepts these Terms by an affirmative action after being given a reasonable opportunity to read and save them. Provider will retain the accepted version, timestamp, user, company, and related approval records. A later version applies only after the required notice and re-acceptance process.
