Terms and Conditions

Terms of Service:
Digital Usage
Dated: 1st June 2023
IMPORTANT:
BY USING PHARMPLEX LTD TA/ WORLD TRAVEL CLINIC SERVICES, YOU AGREE TO BE
BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS,
YOU SHOULD NOT USE THE SERVICES.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN LEGAL
OBLIGATIONS AND IMPORTANT TERMS WHICH WE WILL RELY UPON.
AGREED TERMS:
1. DEFINITIONS AND INTERPRETATION
Unless otherwise defined in these Terms (the “Agreement”), the following words and
expressions have the following meanings:
1.1 “Additional Services” means any additional services that Pharmplex Ltd Ta/ World
Travel Clinic (henceforth referred to as Pharmplex) shall supply as agreed between
the Parties in writing from time to time.
1.2 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or
is under common control with another entity.
1.3 “Applicable Data Protection Laws” means:
a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part
of the United Kingdom which relates to the protection of Personal Data.
b. To the extent the EU GDPR applies, the law of the law of the European Union
or any member state of the European Union to which Pharmplex is subject,
which relates to the protection of Personal Data.
1.4 “Applicable Laws” shall mean:
a. To the extent the UK GDPR applies, the law of the United Kingdom or of a part
of the United Kingdom.
b. To the extent EU GDPR applies, the law of the European Union or any member
state of the European Union to which Pharmplex is subject.
1.5 “Commencement Date” shall mean the date the Client first accesses the Service.
1.6 “Client” shall mean you, the person or business to whom will provide the Service
and any Additional Services, in accordance with these Terms.
1.7 “Client Data” means the data, including Personal Data, inputted by the Client and
Users or Pharmplex (or Semble) on the Client’s behalf for the purpose of using the
Service or facilitating the Client’s or Users’ use of the Service and any data generated
by, or derived from the Client’s or Users’ use of the Service, whether hosted or
stored within the Semble Service or elsewhere.
1.8 “Documentation” means the documents as provided to you by Semble as located
in the help centre on the Website and as may be updated from time to time which
sets out a description of the Services and user instructions.
1.9 “EU GDPR” means the General Data Protection Regulation ((EU) 2016/679), as it
has effect in EU law.
1.10 “Fees” means the fees payable for the Service and any User Subscription,
Payment Services or Additional Services (as may be agreed between the Parties) in
accordance with clauses 7 and 8.
1.11 “Initial Term” shall mean 1 month beginning on the Commencement Date.
1.12 “Intellectual Property Rights” means all patents, utility models, rights to
inventions, copyright and related rights, trade marks and service marks, trade names
and rights in domain names, rights in get-up, goodwill and the right to sue for passing
off or unfair competition, rights in designs, rights in computer software, database
rights, rights to preserve the confidentiality of information (including know-how and
trade secrets) and any other intellectual property rights, including all applications for
(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.
1.13 “Model Contract Clauses” means the model contractual clauses annexed to
European Commission Decision C(2021) 915.
1.14 “Parties” means the Client and Pharmplex and Party means either one of them.
1.15 “Renewal Period” shall mean an additional 1-month period.
1.16 “Pharmplex” means Pharmplex Limited (company registration number
03438912) with a registered office at Claremont House, 70/72 Alma road, Windsor,
SL43EZ.
1.17 “Service” or “Services” means the use of the online clinical system hosted by
Semble via the Website, the World Travel Clinic website, the User Subscription (as
applicable) and any Additional Services and support services (as applicable) that
Pharmplex supplies to the Client.
1.18 “Software” means any software contained in the Website or otherwise used by
Semble in providing the Service.
1.19 “Term” means the period commencing on the Commencement Date and the
Initial Term and any Renewal Period, ending on the date of termination of these
Terms in accordance with its terms.
1.20 “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by
section 205(4)) of the Data Protection Act 2018.
1.21 “User” means any employee, agent, patient or independent contractor of the
Client (e.g. billing, administrative personnel) who is authorised by the Client that
accesses the Service and Documentation in accordance with these Terms.
1.22 “User Subscription” means a subscription service purchased by the Client
enabling the Users to access and use the Service and Documentation in accordance
with these Terms.
1.23 “Website” means Pharmplex’s website from time to time, currently hosted
at www.worldtravelclinic.co.uk
1.24 Clause, Schedule and paragraph headings shall not affect the interpretation of
these Terms.
1.25 The Client doing or not doing something shall include an obligation on the Client
to ensure the Users do or do not carry out the relevant activity;
1.26 A provision of law is a reference to that provision as amended, extended or re –
enacted from time to time;
1.27 A time of day is a reference to London time;
1.28 A working day is any day which is not a Saturday, a Sunday, a bank holiday or a
public holiday in London; and
1.29 A person includes firms, companies, government entities, trusts and
partnerships.
1.30 The entirety of this agreement corresponding to Pharmplex, extends to software
supplier Semble by extension of sub-licensing usage.
2. DURATION AND RENEWAL
2.1 These Terms shall commence on the Commencement Date for the Initial Term
and shall automatically extend for a Renewal Period unless terminated earlier in
accordance with these Terms.
2.2 Either Party may give written notice to the other Party, not later than 30 days
before the end of the Initial Term or the relevant Renewal Period (if any), to
terminate these Terms at the end of the then-current Initial Term or Renewal Period.
3. GRANT OF RIGHTS TO USE THE SERVICE
3.1 These Services and the Software are intended for business, commercial use only
and not for personal use.
3.2 In consideration of the Fees, and subject to the Client purchasing the User
Subscription, Pharmplex grants the Client and its Users a non-exclusive, nontransferable licence to access and use the Service and Documentation during the
Term subject to these Terms.
3.3 Pharmplex shall provide access to the Service and Documentation to the Client
following the Commencement Date.
3.4 Nothing in these Terms shall prevent Pharmplex from entering into similar
agreements with third parties or developing, licensing or selling similar products or
services.
3.5 If Pharmplex shall provide the Client with any data which derives from third
parties in part or in full, Pharmplex shall not be held responsible for the accuracy of
such data.
4. ACCESS TO THE SERVICE
4.1 In order to access the Service, the Client must become a registered Partner and
provide accurate and complete information on registration. Client must provide an
email address for Pharmplex to contact Client e.g. for Service announcements,
notices under these terms and receipt of Client Data on termination.
4.2 Client must ensure if it is set up as a business or partnership, that the account is
set up in the company name. If Client is a sole trader, the account must be set up in
the name of the individual clinician only.
4.3 Client must keep Pharmplex updated if there are any changes to its details
including email addresses.
4.4 A director of the Client business or the Client clinician must at all times be a n
administrator on the Client account. The same individual must log into the Client
account with their details.
4.5 Use of the Service shall be restricted to use for the purpose of processing the
Client’s Data for the normal business purposes of the Client (which shall not include
allowing the use of the Service by, or for the benefit of, any person other than the
Client and a User).
4.6 Whilst Pharmplex will exercise standard confidentiality measures, it is the Client’s
sole responsibility and liability to keep secure passwords, usernames, account details
and any other login details (“Access Information”) and not disclose them to third
parties.
4.7 The Client is also solely responsible and liable for any activity that occurs under
its Access Information. The Client must use all reasonable endeavours to prevent any
unauthorised access to, or use of, the Service and shall notify Pharmplex immediately
in the event of any unauthorised access or use, or any suspected unauthorised access
or use. Accordingly, Pharmplex accepts no responsibility for misuse of the Client’s
account in any manner due to the Client’s disclosure of Access Information to third
parties. In the event of Access Information being lost, stolen or otherwise disclosed,
a Client may reset the password by following the instructions provided on the
Websites.
5. USERNAMES AND LOGINS
5.1 In consideration for a User Subscription, Pharmplex hereby grants to the Client a
non-exclusive, non-transferable right (without the right to grant sub-licences) to
permit Users to use the Service during the Term solely for the Client’s internal
business operations. Pharmplex reserves the right to monitor usage of the Service for
the purposes of ensuring compliance with these Terms.
5.2 The Client’s subscription package will be based on the number of User
Subscriptions at the rates as notified to the Client by Pharmplex prior to the
Commencement Date. If the Client wishes to add additional Users, any increase is at
Pharmplex’s discretion, and subject to an increase in Fees as described in clause 7.
5.3 In relation to Users (with the exception of medical patients who may not be
required to register to access the Service), the Client undertakes that:
5.3.1 It will not allow or suffer any User Subscription to be used by more than one
individual person unless it has been reassigned in its entirety to another individual, in
which case the prior authorised User shall no longer have any right to access or use
the Service and/or Documentation;
5.3.2 Each User shall keep a secure password for their use of the Service and
Documentation;
5.3.3 It shall keep an updated list of Users and on request by Pharmplex, provide a
copy of the list to Pharmplex within 3 working days;
5.3.4 It shall permit Pharmplex or Pharmplex’s designated auditor to audit the
Client’s use of the Service in order to establish the name and password of each User
and the Client’s data processing facilities to audit compliance with these Terms. Each
such audit may be conducted no more than once per quarter, at Pharmplex’s
expense, and this right shall be exercised with reasonable prior notice, in such a
manner as not to substantially interfere with the Client’s normal conduct of
business;
5.3.5 If any audit referred to in clause 5.3.4 reveals that any password has been
provided to any individual who is not an authorised User, then without prejudice to
Pharmplex’s other rights, the Client shall promptly disable such passwords and
Pharmplex shall not issue any new passwords to any such individual; and
5.3.6 If any audit referred to in clause 5.3.5 reveals that the Client has underpaid
Fees to Pharmplex or such underpayment is otherwise detected, then without
prejudice to Pharmplex‘s other rights, the Client shall pay to Pharmplex an amount
equal to such underpayment as well as the cost of Pharmplex’s audit of the Client
within 10 working days of the date of the relevant audit.
5.3.7 Client will be liable to Pharmplex for all claims, losses, costs and damages
arising from misuse of the Services and/or Software by its Users.
6. CLIENT OBLIGATIONS
6.1 The Client shall:
6.1.1 Grant all necessary access to such information as may be required by
Pharmplex;
6.1.2 Provide all necessary cooperation to Pharmplex in order to provide the Service,
including but not limited to providing information on data, security access
information and configuration services;
6.1.3 Without affecting its other obligations under these Terms, comply with all
applicable laws and regulations with respect to its activities under these Terms;
6.1.4 Carry out all other Client responsibilities set out in these Terms in a timely and
efficient manner. In the event of any delays in the Client’s provision of such
assistance as agreed by the Parties, Pharmplex may adjust any agreed timetable or
delivery schedule as reasonably necessary;
6.1.5 Ensure that the Users use the Service and the Documentation in accordance
with these Terms and shall be responsible for any User’s breach of these Terms;
6.1.6 Obtain and shall maintain all necessary licences, consents, and permissions
necessary for Pharmplex, its contractors and agents to perform their obligations
under these Terms, including without limitation the Service;
6.1.7 Ensure that its network and systems comply with the relevant specifications
provided by Pharmplex from time to time;
6.1.8 Be, to the extent permitted by law and except as otherwise expressly provided
in these Terms, solely responsible for procuring, maintaining and securing its
network connections and telecommunications links from its systems to Pharmplex’s
partner data centres, and for all problems, conditions, delays, delivery failures and all
other loss or damage arising from or relating to the Client’s network connections or
telecommunications links or caused by the internet; and
6.1.9 indemnify Pharmplex against any claims, losses, damages, costs and reasonable
expenses (including reasonable legal expenses) arising from the Client and its Users
use of the Services and/or any breach of these Terms.
6.2 The Client shall not, except as may be allowed by any applicable law or regulation
which is incapable of exclusion by Terms between the Parties and except to the
extent expressly permitted under these Terms:
6.2.1 Attempt to copy, modify, duplicate, create derivative works from, frame,
mirror, republish, download, display, transmit, or distribute all or any portion of the
Software and/or Documentation (as applicable) in any form or media or by any
means;
6.2.2 Attempt to de-compile, reverse compile, disassemble, reverse engineer or
otherwise reduce to human-perceivable form all or any part of the Software;
6.2.3 Access all or any part of the Service and Documentation in order to build a
product or service which competes with the Service and/or the Documentation;
6.2.4 Use the Service and/or Documentation to provide services to third parties;
6.2.5 Use any test accounts for ‘real life’ use or anything other than testing the
Service.
6.2.6 Except as permitted by law, license, sell, rent, lease, transfer, assign, distribute,
display, disclose, or otherwise commercially exploit, or otherwise make the Service
and/or Documentation available to any third party except the Users;
6.2.7 Attempt to obtain, or assist third parties in obtaining, access to the Service
and/or Documentation, other than as provided under these Terms; and
6.2.8 Introduce or permit the introduction, transmission or distribution of, any
malware or virus into Pharmplex and Pharmplex’s Partner’s Website, Software or
network and information systems or otherwise in its use of the Services do so in any
way which is offensive, illegal or causes damage to or injury to any person or
property.
7. FEES AND PAYMENT
7.1 The Client shall pay to Pharmpex the Fees for the Service as communicated to the
Client by Pharmpex prior to the Commencement Date. Fees are due on the invoice
date. The Fees relating to the User Subscription shall be paid monthly in advance, as
instructed by Pharmpex.
7.2 Unless otherwise agreed in writing with Pharmpex, all Fees shall be paid to
Pharmpex’s account as notified to the Client by Pharmpex.
7.3 If Pharmpex has not received payment within 30 days of the due date, and
without prejudice to any other rights and remedies of Pharmpex:
7.3.1 Pharmpex may, without liability to the Client, disable the Client’s password,
account and access to all or part of the Service and Pharmpex shall be under no
obligation to provide any or all of the Service while the invoice(s) concerned remain
unpaid; and
7.3.2 Interest shall accrue on a daily basis on such due amounts at an annual rate
equal to 8% over the then current base lending rate of the Bank of England from time
to time, commencing on the due date and continuing until fully paid, whether before
or after judgment.
7.4 In the event the Client has not paid 3 consecutive invoices and/or the Client is 3
months late in making a payment of Fees, Pharmpex shall have the right without
prejudice to any accrued rights and liabilities to terminate these Terms immediately
on notice to the Client. On termination in this case, Client shall have 30 days to
migrate its Client Data before it is deleted by Pharmpex.
7.5 All amounts and Fees stated or referred to in these Terms:
7.5.1 Shall be payable in Pounds Sterling;
7.5.2 Are non-cancellable and non-refundable;
7.5.3 Are exclusive of value added tax, which if applicable shall be added to
Pharmpex invoice(s) at the appropriate rate.
7.6 Pharmpex, acting in its sole discretion, reserves the right to increase the Fees
payable by the Client for the Service, upon giving 30 days’ written notice to the
Client. This increase shall take effect from the commencement of the next Renewal
Term following expiry of such notice. If the Client is not prepared to accept
the increase, the Client may give notice to terminate the Agreement at the end of the
Initial Term or the then-current Renewal Term (as applicable) by providing at least 15
days’ written notice to Pharmpex, such notice to expire no later than the end of the
Initial Term or the then-current Renewal Term (as applicable). The right for the Client
to terminate the Agreement upon an increase in Fees does not apply to any increase
in Pharmpex Pay fees (where the Client can choose to switch off Pharmpex Pay), or
any fees paid for SMS services. The Fees will not increase during the notice period.
7.7 If the Client wishes to increase the number of User Subscriptions:
7.7.1 Any changes to the number of User Subscriptions and to the Fees will be
applied to the Client’s account immediately.
7.7.2 A Client paying on an annual basis will be presented with an invoice for an
annual subscription at the new rate promptly following the upgrade request. The
Fees payable will be abated pro rata in proportion to the amount of time remaining
on the previous annual subscription and subscription fees already paid in advance.
The changes to the number of User Subscriptions will be applied to the Client’s
account promptly following payment of the relevant invoice in connection with the
upgrade.
7.8 Pharmpex does not provide refunds should the Client wish to reduce the number
of User Subscriptions they have purchased. Such downgrades will take effect at the
next Renewal Period.
8. PAYMENT SERVICES THROUGH SEMBLE
8.1 The Semble Website integrates with third-party payment processor, Stripe, to
permit certain payment processing functionalities as part of our Services. We refer
to these payment services and functionalities as integrated with Stripe as “Semble
Pay.” Whether the Client receives payment services through Semble Pay, or directly
with Stripe, for the purposes of the Agreement these functions are referred to as
“Payment Services.” Payment Services are provided by Stripe and the Client’s use of
Payment Services will be subject to Stripe’s separate Stripe Connected Account
Agreement, available here. The Stripe Connected Account Agreement and Stripe’s
Terms of Service shall be referred to collectively as the “Stripe Services Agreement.”
8.2 If the Client receives Payment Services through the Semble Website, then in
addition to being subject to these Terms, the Client also accepts and agrees to be
bound by the Stripe Services Agreement. As a condition to the Client’s receipt of
Payment Services and enabling this Service, the Client agrees to provide Semble with
complete and accurate information about its business and the Client expressly
authorises Semble to share this information with Stripe, including, as applicable, any
transaction-related information, for the Client’s receipt and use of Payment
Services.
8.3 Semble Pay Fees are as set out here or as described in the Client’s Agreement /
Order Form. All other charges related to a Client’s Semble Pay account (including,
without limitation, fees for chargebacks, collection fees, convenience fees, or
charges incidental to the collection of delinquent accounts) will be charged at cost.
During the Term of the Agreement, if Stripe increases its payment processing fees on
transactions run at your business location (which would normally be the result of
increased fees charged by the major card brand networks), Semble shall have the
right to pass along these fee increases to the Client and adjust Fees for Payment
Services accordingly. In this instance, Semble will use reasonable efforts to notify
Client in writing (email will be sufficient) at least 14 days in advance of such fee
increases taking effect.
8.4 By entering into an Agreement, the Client authorise and expressly permits
Semble to collect any Fees (including Fees related to Payment Services) or other
amounts owed to Semble under the Agreement directly from the funds payable to
the Client as the result of its receipt of Payment Services. If the amount of funds
payable to the Client after payment settlement is insufficient to cover Semble’s Fees
or other amounts owed to Semble under the Agreement, then the Client authorises
Semble to make a charge or debit from the Client’s bank account or credit card
associated with the account, authorises Semble to send instructions to the fina ncial
institution that issued the Client’s card to take payment from your bank account in
accordance with these Terms and/or set off the Fees from any monies Semble owe
the Client or, deduct Fees from another business location where the Client receives
Payment Services through the Platform. This authorisation will remain in full force
and effect irrespective of expiry or termination of the Agreement and shall remain in
place until all Fees are settled.
8.5 All merchants or sub-merchants receiving Payment Services must submit to risk
underwriting prior to receiving Payment Services. As a condition of the Client’s
receipt of Payment Services, the Client consents to and agrees to cooperate with
Semble or Stripe’s standard underwriting process as applicable, including, without
limitation, providing Semble with documentation or information that Semble
reasonably requests. Semble may, as circumstances dictate, require an owner or
principal associated with the Client to sign a personal guarantee for receipt of
Payment Services. The Client consents to receiving communications from Semble, or
our authorised agent for Payment Services, relating to any matter related to its
Payment Services account, including, without limitation, emails or calls seeking to
collect on a delinquent account.
8.6 As a condition of the Client’s receipt of Payment Services, the Client consents and
agrees the following:
8.6.1 To provide to Pharmplex, upon request, any reasonably requested information
or documentation related to the provision of Payment Services;
8.6.2 Semble reserves the right to investigate any claims of non-delivery made by
your Users and the Client agrees to promptly provide such information as required to
assist;
8.6.3 Client acknowledges and agrees that Semble, at its sole discretion, has the right
to maintain a minimum account balance on the Client’s Semble Pay account; and
8.6.4 Client consents that Users accounts can be suspended and/or switched to
manual pay out at the sole discretion of Semble.
8.7 Client must pay, or ensure that Semble is able to collect, Fees and other amounts
owed by Client under this Agreement when due. Pharmplex may deduct, recoup or
setoff Fees and other amounts the Client owes under this Agreement, or under any
other agreements it has with Semble, from Client’s Semble Pay balance, or invoice
Client for those amounts. If Client fails to pay invoiced amounts when due, if Client’s
Semble Pay account balance is negative or does not contain funds sufficient to pay
amounts that Client owes under this Agreement, or under any other agreement with
Semble, or if Semble is unable to collect amounts due from the Client’s Semble Pay
balance, then Semble may, to the extent legally permitted, deduct, recoup or setoff
those amounts from: (a) if established and applicable, each minimum account
balance; (b) funds payable by Semble to Client or Client’s Affiliate; (c) if established,
each Affiliate’s minimum account balance; (d) each Client bank account; and (e) the
Stripe account balance of each Stripe account that Semble determines, acting
reasonably, is associated with Client or Client’s Affiliate. If the currency of the
amount being deducted is different from the currency of the amount Client owes,
Semble may deduct, recoup or setoff an amount equal to the amount owed (using
Stripe’s currency conversion rate) together with any fees Semble incurs in making the
conversion.
9. AVAILABILITY
9.1 The Client acknowledges and agrees that the Service may occasionally be unavailable
during periods of planned or unscheduled maintenance or in order to put in place any
changes, modifications or upgrades to the Service, and that such unavailability will not count
towards the availability calculation in this clause.
9.2 The Client further agrees that to the extent that access to the Service will not be
affected or restricted, Pharmplex may at any time perform such maintenance or put
in place any changes, modifications or upgrades to the Service. In the event that it is
anticipated that access to the Service may be affected or restricted, Pharmplex will
use reasonable endeavours to provide reasonable notice to the Client and will
further use reasonable endeavours to perform such maintenance or put in place any
changes, modifications or upgrades to the Service outside of normal business hours,
in each case where possible.
9.3 The Client further acknowledges and agrees that the Service may occasionally be
unavailable in the event that a third-party infrastructure provider suffers an
interruption in its own service. In such event, Pharmplex will use reasonable
endeavours to work with such third party in order to minimise such interruption. For
the avoidance of doubt, Pharmplex shall not be responsible for any disruption to the
Service in such event. Pharmplex does not warrant that the Service will be error-free
or free from any virus or vulnerability.
9.4 The aforementioned (9.1, 9.2,9.3) will also apply for the use of Semble through
the Pharmplex affiliation.
10. TECHNICAL SUPPORT AND TRAINING
10.1 In the event of any technical problems with the Service and/or Website, the
Client shall use all reasonable endeavours to investigate and diagnose the issue
before contacting Pharmplex.
10.2 After making such investigations, to the extent that the Client still requires
technical assistance, the Client shall email Pharmplex’s client support team
cp@worldtravelclinic.co.uk. Pharmplex shall provide such support during Pharmplex
normal working business days and hours.
10.3 For the avoidance of doubt, technical support provided in accordance with this
clause shall not include the diagnosis and/or rectification of any fault or malfunction
in the Website or Service arising out of or in connection with or following:
10.3.1 The failure by the Client to implement recommendations in respect of or
solutions to faults previously advised by Pharmplex;
10.3.2 Any breach by the Client of any of its obligations under these Terms or any
other contract with Pharmplex relating to the Website and/or Service;
10.3.3 Use by the Client of the Service for a purpose for which it was not designed or
not in accordance with these Terms; or
10.3.4 Any issues caused by hardware, Software or any other system other than the
Website.
11. TERMINATION
11.1 Without prejudice to any other rights or remedies which the Parties may have,
either Party may terminate the use of the Service without liability to the other
immediately on giving notice to the other if:
11.1.1 The Client fails to pay any amount due under these Terms on the due date for
payment and remains in default not less than 7 days after being notified in writing to
make such payment;
11.1.2 The other Party commits a material breach of any of these Terms and (if such
a breach is remediable) fails to remedy that breach within 30 days of that Party being
notified in writing of the breach;
11.1.3 The other Party repeatedly breaches any of these Terms in such a manner as
to reasonably justify the opinion that its conduct is inconsistent with it having the
intention or ability to give effect to these Terms;
11.1.4 The other Party suspends, or threatens to suspend, payment of its debts, is
unable to pay its debts as they fall due, admits inability to pay its debts or (being a
company) is deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either case, within the
meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any
partner to whom any of the foregoing apply;
11.1.5 A petition is filed, a notice is given, a resolution is passed, or an order is made,
for or in connection with the winding up of that other Party;
11.1.6 An application is made to court, or an order is made, for the appointment of
an administrator, a notice of intention to appoint an administrator is given, or an
administrator is appointed over the other Party; or
11.1.7 Any event occurs, or proceeding is taken, with respect to the other Party in
any jurisdiction to which it is subject that has an effect equivalent or similar to any of
the events mentioned in this clause.
11.2 Without prejudice to Pharmplex’s rights under these Terms and otherwise
should any of the circumstances and/or events specified above arise or occur,
Pharmplex may in its absolute discretion suspend the provision of the Service and/or
access to the Website by the Client and its Users on not less than 48 hours’ notice.
All other provisions of this Contract shall remain in full force and effect.
11.3 On termination of the access to the Service for any reason:
11.3.1 The Client shall immediately pay to Pharmplex all of Pharmplex’s outstanding
unpaid invoices and interest and, in respect of the Service supplied but for which no
invoice has been submitted and all payments that would have become due during the
remainder of the Term (assuming that notice had been served in accordance with this
clause 10 whether or not this is the case), Pharmplex may submit an invoice, which
shall be payable immediately on receipt;
11.3.2 Pharmplex shall provide by email to the Client (to the address registered as
the email address for service by the Client) a copy of its Client Data and will delete all
copies of any such data held by Pharmplex (unless Pharmplex is obliged to retain
copies as a matter of law) within 30 days after termination of the Client’s use of the
Service;
11.3.3 The Client and any Users shall immediately stop using the Service and any
licence granted by Pharmplex shall be automatically revoked;
11.3.4 The accrued rights and liabilities of the Parties as at termination and the
continuation of any provision expressly stated to survive or implicitly surviving
termination, shall not be affected; and
11.3.5 Any clause in these terms which is reasonably intended to survive termination
shall remain in force.
11.4 Reinstatement of the provision of Service and/or access to the Website in the
event of suspension or cancellation of the same shall be at the discretion of
Pharmplex and shall render the Client liable to pay such relevant reinstatement
charges as are specified by Pharmplex from time to time.
12. LIABILITY FOR COMMUNICATIONS FAILURES
12.1 The Client acknowledges and agrees that the Service and Documentation are
provided “as is” and, to the extent permitted by law, Pharmplex expressly disclaims
all warranties or representations of any kind, express or implied, including without
limitation any warranty of merchantability, fitness for a particular purpose, noninfringement or bailment of the Client’s data on the servers of Pharmplex. Pharmplex
makes no warranty or representation that the Client’s use of the Service will be
uninterrupted or error-free or regarding the results that may be obtained from the
use of the Service, the security of the Service, or that the Service will meet the
Client’s requirements. Further, Pharmplex is not responsible 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 the Client
acknowledges and agrees that the Service may be subject to limitations, delays and
other problems inherent in the use of such communications facilities.
12.2 Pharmplex expressly excludes any and all liability whatsoever arising from or in
connection with any SMS message or email sent via or through the Service which is
delayed, not sent or corrupted save for any such liability arising directly from a
negligent act or omission of Pharmplex.
13. LIMITATION OF LIABILITY
13.1 Save in respect of fraud, fraudulent misrepresentation, death or personal injury
caused by Pharmplex’s negligence, and to the maximum extent permitted by law, in
no event shall Pharmplex be liable for any indirect, special, incidental, or
consequential damages, loss of use, loss of profits, revenue, interest or business or
loss or corruption of data, wasted expenditure, whether in an action in contract, tort
(including but not limited to negligence and breach of statutory duty), equity or
otherwise in connection with the Service, the Website or any other service provided
by Pharmplex.
13.2 If the Client suffers loss or damage as a result of Pharmplex’s negligence or
failure to comply with these Terms, any claim by the Client against Pharmplex arising
from Pharmplex’s negligence or failure or in connection with these Terms will be
limited in respect of any one incident, or series of connected incidents, to the
maximum Fees payable by the Client during the first 6 months or of the Term (or the
maximum fees paid up to the point of liability arising if the Term is less than 6
months).
13.3 The Parties acknowledge and agree that the limitations contained in this clause
are reasonable in the light of all the circumstances.
13.4 Nothing in these Terms shall exclude or limit liability for fraud, fraudulent
misrepresentation or death or personal injury caused by negligence. Nothing in these
Terms shall exclude any other liability which may not be excluded by law.
13.5 All other conditions, warranties or other terms which might have effect
between the Parties or be implied or incorporated into this agreement or any
collateral contract, whether by statute, common law or otherwise, are hereby
excluded, including the implied conditions, warranties or other terms as to
satisfactory quality, fitness for purpose or the use of reasonable skill and care.
13.6 Pharmplex shall not be liable to the Client, its employees, Users, sub-contractors
or agents to the extent any alleged infringement is based on:
a. a modification to the Services or Documentation by anyone other than
Pharmplex;
b. Client’s or User’s use of the Services or Documentation in a manner contrary
to the instructions given by Pharmplex to the Client; and
c. Client’s or User’s use of the Services and Documentation after notice of
alleged or actual infringement from Pharmplex or any appropriate authority.
13.7 The Client assumes sole responsibility for the results obtained from the use of
the Services and the Documentation and for conclusions drawn from such use.
13.8 Pharmplex shall use all reasonable endeavours to meet the agreed timetable for
migrations of data into and out of Pharmplex’s systems, but does not accept any
liability in this regard.
13.9 It shall be the Client’s sole and exclusive responsibility to prepare the terms and
conditions associated with the sale and provision of its products and services to
Users. Pharmplex will not be liable for any claims or potential claims related to or
arising from the Client’s contracts, agreements and terms with Users. The Client
agrees to defend, indemnify and hold Pharmplex and its Affiliates harmless from any
damages, losses, costs, expenses, damages and liabilities resulting from any actions
or omissions or non-action arising out of the business relationship between the
Client and its Users, including any liability resulting from or arising out of the Client’s
obligations, contracts or other legal documents for its products or services.
13.10 The limitations set out in this clause will apply regardless of the form of action,
whether under statute, in contract or tort including negligence, breach of statutory
duty or any other form of action.
13.11 For the purposes of this clause, ‘Pharmplex’ includes its employees, subcontractors and suppliers who shall all have the benefit of the limits and exclusions
of liability set out above in terms of the Contracts (Rights of Third Parties) Act 1999.
14. INTELLECTUAL PROPERTY
14.1 The Client acknowledges and agrees that Pharmplex owns all rights, copyright,
title and interest in and to the Service, the Website and Documentation, including
without limitation all Intellectual Property Rights, and such rights are protected by
English and international intellectual property laws. The Client expressly
acknowledges and agrees, on behalf of itself and its Users, that it will not copy,
reproduce, alter, modify, or create derivative works from the Service and
Documentation. The Client will have no rights other than the rights in or to the
Software, Service, Website, Documentation or Intellectual Property Rights relating to
the same except to use the Service in accordance with these Terms.
14.2 The Client shall notify Pharmplex immediately if the Client becomes aware of
any claim or action of third-party infringement of Pharmplex’s Intellectual Property
Rights and/or that possession or use of the Service infringes Intellectual Property
Rights of a third party (an “Intellectual Property Infringement”). The Client shall use
all reasonable endeavours to assist Pharmplex in defending and/or taking any such
necessary action in respect of an Intellectual Property Infringement (including
without prejudice to the generality of the foregoing the filing of all pleadings and
other court process and the provision of all relevant documents) and shall act in
accordance with the reasonable instructions of Pharmplex. The Client shall not make
any admission of liability, agreement or compromise in relation to any claim or
potential claim of Intellectual Property Infringement without the prior written
consent of Pharmplex.
14.3 If any claim (including threatened claim) of Intellectual Property Infringement is
made, or in Pharmplex’s reasonable opinion is likely to be made, against the Client,
Pharmplex may at its sole option and expense:
a. procure for the Client the right to continue to use the Service (or any part
thereof) in accordance with these Terms;
b. modify the Service so that it ceases to be infringing;
c. replace the Service with non-infringing software; or
d. terminate the Terms immediately by notice in writing to the Client and refund
a proportionate Fee paid by the Client as at the date of termination.
14.4 This clause shall not apply to claims which attributable to possession or use of
the Service (or any part thereof) by the Client other than in accordance with these
Terms.
15. CONFIDENTIALITY
15.1 Each Party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, patients, clients or
suppliers, strategies, ideas, business plans of the other Party or of any member of the
group of companies to which the other Party belongs, except as permitted by clause
15.2.
15.2 Each Party may disclose the other Party’s confidential information:
15.2.1 To its employees, officers, representatives, contractors, subcontractors or
advisers who need to know such information for the purposes of exercising the
Party’s rights or carrying out its obligations under or in connection with these Terms.
Each Party shall ensure that its employees, officers, representatives, contractors,
subcontractors or advisers to whom it discloses the other Party’s confidential
information comply with this clause;
15.2.2 As may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority; and
15.2.3 As may be necessary for the purposes of securing investment or during due
diligence processes.
15.3 No Party shall use any other Party’s confidential information for any purpose
other than to exercise its rights and perform its obligations under or in connection
with these Terms.
16. CLIENT DATA
16.1 Notwithstanding any particular requirements regarding the Data Protection
Legislation, Pharmplex owns no right in or to Client Data which the Client or User or
any other third party on behalf of any of the above (i) transfers to Pharmplex or
otherwise makes available to Pharmplex through the Services, or (ii) which is
generated by the Client’s or User’s use of the Services.
16.2 Pharmplex may use the Client Data only for the purpose of providing the
Services to the Client and its Users, and/or monitoring the Client’s or any User’s
compliance with this Agreement and/or use of the Service. Notwithstanding the
foregoing, nothing in this Agreement is intended to prevent Pharmplex from
generating and using aggregated and anonymised Client Data for the purposes or
providing, measuring, improving and marketing the Services (such generated data
shall not be Confidential Information for the purposes of this Agreement, provided
that such data is not identifiable for the purposes of the Data Protection Legislation
or capable of being identified as originating from the Client or the data subject).
16.3 Following termination of the Agreement, Pharmplex shall, in accordance with
the Client’s instructions, either delete the Client Data or transfer all such Client Data
to the Client, where instructed, and then delete all existing copies of such Client
Data, except where it has been aggregated and anonymised in accordance with
clause 16.2 and as otherwise required by any Applicable Law. If such instructions are
not received within 30 calendar days of request, Pharmplex may delete the Client
Data at its discretion.
16.4 In the event of loss or damage to Client Data, Client’s sole and exclusive remedy
against Pharmplex shall be for Pharmplex to use reasonable commercial endeavours
to restore the lost Client Data from the latest back-up of such data held by
Pharmplex. Pharmplex shall not be responsible for any loss, destruction, alteration,
or disclosure of Client Data caused by any third party.
17. PRIVACY AND DATA PROTECTION
17.1 The Parties will comply with all applicable requirements of the Applicable Data
Protection Laws. This clause is in addition to, and does not relieve, remove or
replace, a Party’s obligations under the Data Protection Legislation.
17.2 The Parties acknowledge that, for the purposes of the Data Protection
Legislation, the Client is the controller of Personal Data and Pharmplex is the
processor of personal data (“control”, “controller”, “process”, “processor”, “SubProcessor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Special
Category Personal Data” and derived and inflected word forms have the meanings as
defined in UK GDPR).
17.3 Pharmplex processes Personal Data of the Client and Client’s customers (being
medical patients) and such Personal Data includes the Data Subjects’ contact details,
financial data, medical records; and therefore Special Category Personal Data. This
processing is carried out to enable the Client to use the Services (principally being a
patient healthcare and practice management platform).
17.4 Without prejudice to the generality of clause 17.1, the Client will ensure that it
has all necessary appropriate consents and notices in place to enable lawful transfer
of the Personal Data to Pharmplex for the duration and purposes of these Terms and
the provision of the Services by Pharmplex. Further, Pharmplex shall, in relation to
any Personal Data processed in connection with the performance by Pharmplex of
the Services:
17.4.1 process that Client Personal Data only on the documented instructions of the
Client, which shall be to process the Client Personal Data for the purpose set out in
clause 17.5.3, unless Pharmplex is required by Applicable Laws to otherwise process
that Client Personal Data. Where Pharmplex is relying on Applicable Laws as the basis
for processing Client Processor Data, Pharmplex shall notify the Client of this before
performing the processing required by the Applicable Laws unless those Applicable
Laws prohibit Pharmplex from so notifying the Client on important grounds of public
interest. Pharmplex shall inform the Client if, in the opinion of Pharmplex, the
instructions of the Client infringe Applicable Data Protection Legislation.
17.4.2 Ensure that it has in place appropriate technical and organisational measures
to protect against unauthorised or unlawful processing of Personal Data and against
accidental loss or destruction of, or damage to, Personal Data, appropriate to the
harm that might result from the unauthorised or unlawful processing or accidental
loss, destruction or damage and the nature of the data to be protected, having
regard to the state of technological development and the cost of implementing any
measures (those measures may include, where appropriate, pseudonymising and
encrypting Personal Data, ensuring confidentiality, integrity, availability and
resilience of its systems and services, ensuring that availability of and access to
Personal Data can be restored in a timely manner after an incident, and regularly
assessing and evaluating the effectiveness of the technical and organisational
measures adopted by it);
17.4.3 Ensure that all personnel who have access to and/or process Personal Data are
obliged to keep the Personal Data confidential;
17.4.4 Assist the Client, at the Client’s cost, in responding to any request from a Data
Subject and in ensuring compliance with its obligations under the Data Protection
Legislation with respect to security, breach notifications, impact assessments and
consultations with supervisory authorities or regulators;
17.4.5 Notify the Client without undue delay on becoming aware of a Personal Data
Breach;
17.4.6 At the written direction of the Client, delete or return Personal Data and
copies thereof to the Client on termination of the Services unless required by
Applicable Laws to store the Personal Data; and
17.4.7 Maintain complete and accurate records and information to demonstrate its
compliance with this clause and allow for audits (in order to establish compliance
with this clause only) by the Client or the Client’s designated auditor. In carrying out
any audit in accordance with this clause, the Client shall use reasonable endeavours
to avoid (and to ensure that any designated auditor of the Client shall avoid) causing
any damage or disruption to Pharmplex during the audit.
17.5 The Client approves:
17.5.1 Pharmplex transferring Personal Data outside of the UK;
17.5.2 Pharmplex appointing processors to process the Client Personal Data,
including but not limited to for the purposes of data storage, hosting and customer
service support. Pharmplex confirms that it has entered, or (as the case may be) will
enter, into written agreements with each processor incorporating terms which are
similar to those set out in this clause 17. As between the Client and Pharmplex,
Pharmplex shall remain fully liable for all acts or omissions of any processor
appointed by it pursuant to this clause 17.5 and shall inform the Client of any
intended changes concerning the addition or replacement of processors, thereby
giving the Client 14 calendar days to object to such changes (provided the objection
is due to an actual or likely breach of Applicable Data Protection Law).The Client shall
indemnify Pharmplex for any losses, damages, costs (including legal fees) and
expenses suffered by Pharmplex in accommodating the objection; and
17.5.3 The transfer of Client Personal Data outside of the United Kingdom, as
required for the purpose of providing the Service of a healthcare management
system (“Purpose”), provided that Pharmplex shall ensure that all such transfers are
effected in accordance with Applicable Data Protection Laws. For these purposes, the
Client shall promptly comply with any reasonable request of Pharmplex, including
any request to enter into standard data protection clauses adopted by the EU
Commission from time to time (where the EU GDPR applies to the transfer) or
adopted by the UK Information Commissioner from time to time (where the UK GDPR
applies to the transfer).
17.6 If an adequate protection measure for the international transfer of Personal
Data is required under the Data Protection Legislation as contemplated by clause
17.5.3 (and has not otherwise been agreed by the Parties), the Model Contract
Clauses shall be incorporated into these Terms as if they had been set out in full. The
template elements of the Model Contract Clauses are set out in the Schedule.
17.7 If Pharmplex shall provide Client with any GP Data, this is data which is publicly
available and derives from third parties, Pharmplex shall not be held responsible for
the accuracy of such data and makes no warranties in respect of consent from data
subjects for processing of such data.
18. FORCE MAJEURE
18.1 “Force Majeure Event” means any circumstance not within a Party’s reasonable
control including, without limitation:
18.1.1 Acts of God, flood, drought, earthquake or other natural disaster;
18.1.2 Epidemic or pandemic;
18.1.3 Terrorist attack, civil war, civil commotion or riots, war, threat of or
preparation for war, armed conflict, imposition of sanctions, embargo, or breaking
off of diplomatic relations;
18.1.4 Nuclear, chemical or biological contamination or sonic boom;
18.1.5 Any law or any action taken by a government or public authority, including
without limitation imposing an export or import restriction, quota or prohibition, or
failing to grant a necessary licence or consent;
18.1.6 Collapse of buildings, fire, explosion or accident;
18.1.7 Any labour or trade dispute, strikes, industrial action or lockouts;
18.1.8 Non-performance by suppliers or subcontractors; and
18.1.9 Interruption or failure of utility, communications or network service.
18.2 Provided it has complied with clause 18.4, if a Party is prevented, hindered or
delayed in or from performing any of its obligations under these Terms by a Force
Majeure Event (“Affected Party”), the Affected Party shall not be in breach of these
Terms or otherwise liable for any such failure or delay in the performance of such
obligations. The time for performance of such obligations shall be extended
accordingly.
18.3 The corresponding obligations of the other Party will be suspended, and its time
for performance of such obligations extended, to the same extent as those of the
Affected Party.
18.4 The Affected Party shall:
18.4.1 As soon as reasonably practicable after the start of the Force Majeure Event,
notify the other Party in writing of the Force Majeure Event, the date on which it
started, its likely or potential duration, and the effect of the Force Majeure Event on
its ability to perform any of its obligations under the Terms; and
18.4.2 Use all reasonable endeavours to mitigate the effect of the Force Majeure
Event on the performance of its obligations.
18.5 If the Force Majeure Event prevents, hinders or delays the Affected Party’s
performance of its obligations for a continuous period of more than 6 weeks, the
Party not affected by the Force Majeure Event may terminate these Terms by giving 4
weeks’ written notice to the Affected Party.
19. INSURANCE
During these Terms and for a period of one year afterwards Pharmplex shall maintain
in force insurance policies with reputable insurance companies, against all risks that
would normally be insured against by a prudent business in connection with the risks
associated with these Terms, and produce to the Client on request full particulars of
that insurance and the receipt for the then current premium
20. GENERAL
20.1 The Client shall not assign, encumber or otherwise transfer its rights or any
benefit of the Service in whole or in part to any other person. A person who is not a
Party to these Terms has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any provision of these Terms.
20.2 Any notice given under these Terms by either Party to the other must be in
writing by email and will be deemed to have been given on transmission. Notices to
Pharmplex must be sent to cp@worldtravelclinic.co.uk or to any other email address
notified by email to the Client by Semble. Notices to the Client will be sent to the
email address which the Client provided when setting up its access to the Service.
20.3 Failure or neglect by Semble to enforce at any time any of the provisions of
these Terms shall not be construed nor shall be deemed to be a waiver of its rights
nor in any way affect the validity of the whole or any part of these Terms nor
prejudice Semble’s rights to take subsequent action. Further, a waiver by Semble of a
particular default(s) of these Terms shall not constitute a waiver of any subsequent
default(s) of these Terms.
20.4 In the event that any of these Terms shall be determined by any competent
authority to be invalid, unlawful or unenforceable to any extent such Terms shall to
that extent be severed from the remaining Terms which shall continue to be valid to
the fullest extent permitted by law and shall not affect the validity or enforceability
of the remaining provisions.
20.5 Semble may modify these Terms at any time provided that Semble shall provide
the Client with a reasonable period of time for the Client to notify Semble that it
does not agree to the modified Terms and wishes to cease using the Services.
20.6 Nothing in these Terms are intended to, or shall be deemed to, establish any
partnership or joint venture between any of the Parties, constitute any Party the
agent of another Party, or authorise any Party to make or enter into any
commitments for or on behalf of any other Party.
20.7 Each Party confirms it is acting on its own behalf and not for the benefit of any
other person.
20.8 These Terms or other documents otherwise referred to herein contain the
whole agreement between the Parties relating to the subject matter hereof and
supersede all previous and contemporaneous agreements, arrangements and
understandings between them, whether written or oral, relating to that subject
matter.
20.9 These Terms and any dispute or claim arising from or in connection with them
shall be governed by and construed in accordance with the laws of England and
Wales. The Parties irrevocably agree that the courts of the England and Wales shall
have exclusive jurisdiction to settle any dispute or claim that arises out of or in
connection with these Terms or its subject matter or formation (including noncontractual disputes or claims).
SCHEDULE
Model Contract Clauses: main body particulars
Exporter contact details: Those of the Client as set out in these Terms.
Importer contact details: Those of Pharmplex as set out in these Terms.
Governing Law (cl. 9 & 11): England and Wales
Appendix 1 of the Model Contract Clauses:
Data Exporter: The Client
Data Importer: Pharmplex
Data Subjects: As set out in clause 17.3
Categories of data: As set out in clause 17.3
Special categories of data: Yes: medical records
Processing operations: the Service, principally the provision of a patient healthcare
management platform.
Appendix 2 of the Model Contract Clauses:
Physical Access Control
Restriction of access to buildings, data centres and server rooms as necessary,
adequate locks on all doors, monitoring of unauthorised access, and written
procedures for employees, contractors and visitors covering confidentiality and
security of information.
System Security
Restricting access to systems depending on the sensitivity/criticality of such systems,
use of password protection where such functionality is available, maintaining records
of the access granted to which individuals, ensuring prompt deployment of updates,
bug-fixes and security patches for all systems, appropriate security over wireless
networks (802.11x) and remote access tools (including two factor authentication).
Data Processing
Selection of sub-processors based on technical expertise, trustworthiness and
compliance with legislation, ensuring prompt instruction of sub-processors, ensuring
prompt notification of the processor or controller in the event of a data security
breach and, capability of sub-processors to correct and/or erase data upon
instruction.
The illustrative indemnity set out in the Model Contract Clauses is deemed deleted.
Terms of Service – Patient
Group Directions
You or your refers to yourself acting in your role as a Healthcare Professional.
“Pharmplex” means Pharmplex Limited (company registration number 03438912)
with a registered office at Claremont House, 70/72 Alma road, Windsor, SL43EZ
administering the operation of worldtravelclinic.co.uk & partner.worldtravelclinic.co.uk.
We provide private clinical services through our Pharmplex websites. You wish to register
with Pharmplex to obtain Patient Group Directions. This will operate under the terms of this
Agreement.
Commencement Date means the date on which we issue your PGD.
Healthcare Professional refers to a pharmacist or a nurse.
Linked organisation refers to organisation(s) registered with us by a superintendent
Healthcare Professional or Healthcare Professional owner where the superintendent
Healthcare Professional or owner Healthcare Professional has agreed to your use of rights.
Patient group direction(s) refers to directions written by the authorised doctor and
healthcare professional(s) of the Independent Pharmplex Ltd in compliance with the
relevant modifications to the provisions in and under the Medicines Act 1968 for the supply
of specified medicine by Healthcare Professionals to patients at pharmacy premises, or
other premises if an appropriate assessment is successfully completed.
Pharmacist means your manager and or your employee and or your locum and or your relief
pharmacist using our PGD .
Pharmacist owner means a GPhC/PSNI registered pharmacist having overall responsibility
for pharmacy services in a pharmacy or group of pharmacies as a sole trader or in
partnership.
Pharmacy or pharmacies means a GPhC/PSNI registered premises providing dispensing
service.
Pharmplex refers to our websites worldtravelclinic.co.uk & partner.worldtravelclinic.co.uk
RAF means Risk Assessment Form – a digital or paper form used to record PGD authorised
consultations.
Right(s) refers to an entitlement we confer on you or your Healthcare Professionals to
supply medicine(s) to patients using patient group directions for a specified period which
unless otherwise stated is twelve months from the commencement date.
Superintendent Pharmacist means a GPhC/PSNI registered pharmacist having overall
responsibility for pharmacy services in a pharmacy or group of pharmacies owned by a
corporate body.
Termination date means the date twelve months after the commencement date .
User(s) means Superintendent pharmacist(s), Pharmacist(s) or nurse(s).
1. OUR WARRANTIES, UNDERTAKINGS AND
OBLIGATIONS
1.1 We warrant that PGDs supplied by us have been co-authored and authorised by the
medical team of Pharmplex Ltd and comply with all regulatory requirements.
1.2 We warrant that we will update our PGDs as and when best practice guidelines change
and that we will review, audit and update each PGD on a biannual basis.
1.3 We warrant that we will inform you via your secure account login area of any
amendments we make to our PGDs and make the revised PGDs available for you or your
users to download online from partner.worldtravelclinic.co.uk.
1.4 We undertake to give you 20 working days’ notice prior to the termination date to
remind you of your PGD’s expiry.
2. YOUR WARRANTIES, UNDERTAKINGS AND
OBLIGATIONS
You warrant that you will carry out any work under your PGD rights strictly in accordance
with the clinical guidance set out in each individual PGD and training resources provided by
us.
Furthermore:
2.1 You warrant that you will only use our PGDs in GPhC/PSNI/CQC registered premises of
linked organisations except in the case of vaccine PGDs which may be performed off site if
an appropriate premises assessment is successfully completed.
2.2 You warrant that PGD consultations will take place in consultation rooms complying with
the standards set for Advanced Services.
2.3 You warrant that medication is supplied, labelled and recorded in accordance with our
PGD instructions.
2.4 You warrant that you have adequate liability insurance in place to cover all work carried
out by you and or your users under our PGDs.
2.5 You warrant that you will complete an RAF for each PGD consultation and that this form
will be kept for a total of eight years to comply with the MEP legislation.
2.6 You warrant that you will allow us access to your pharmacy to audit your PGD use, and
access to all completed RAFs upon request.
2.7 You warrant you will inform us of any change in your GPhC/PSNI registration details
within 5 working days of any such change.
2.8 You warrant you will inform us of any change in your circumstances including significant
illness or disciplinary matters where these could be reasonably considered to affect your
ability to ensure your responsibilities under the terms of this agreement.
3. VALIDITY AND TERMINATION OF RIGHTS
3.1 Breach of any of your warranties, undertakings and obligations under clause 2 above will
invalidate your PGD rights under the terms of this agreement. In this event, we will
automatically withdraw your rights without further notice and you are required to stop the
use of our PGDs.
3.2 Irrespective of clause 3.1, we reserve the right to terminate your PGD rights at our
discretion by informing you by email and/or letter and you are required to stop the use of
your PGDs
4. LIABILITY
4.1 In the event of a breach by you of any of your warranties, undertakings and obligations,
we shall not be held liable for any loss of profits, loss of business, depletion of goodwill or
similar losses or pure economic loss or for any special, indirect or consequential loss, costs,
damages, charges or expenses however arising.
5. PAYMENT TERMS
5.1 The PGDs are included in your total service package for as long as you are a subscriber to
World Travel Clinic.
5.2 If you cease to continue to use Pharmplex’s services, you will be required to fulfil a
payment of £50 per month pro rata, for as long as your PGDs are still valid under
Pharmplex’s provision.
6. REFUNDS
6.1 No refunds will be paid for periods of PGD unexpired rights no longer being used or no
longer required.
7. CALCULATION OF PAYMENT/RIGHT TO AUDIT
7.1 Each party shall co-operate with the other to ensure the correct calculation of payment
due in accordance with clause 6.
7.2 You shall allow us or our authorised representative at all reasonable times (whether this
Agreement be terminated or not) to inspect copies of such records. We may require a
certified copy of such records from your external auditors confirming their completeness
and accuracy. In the event that we do require such a certified copy from your external
auditors then (a) in the event that such investigation discloses an overpayment to you of
more than 3% then you shall pay the costs associated with obtaining such certificate;
whereas (b) in the event that such investigation discloses that the payments were correct or
you was overpaid by no more than 3% then we shall pay the costs associated with obtaining
such certificate.
7.3 We shall allow you or our authorised representative at all reasonable times (whether
this Agreement be terminated or not) to inspect copies of such records. You may require a
certified copy of such records from our external auditors confirming their completeness and
accuracy. In the event that you do require such a certified copy from our external auditors
then (a) in the event that such investigation discloses an underpayment to you of more than
3% then we shall pay the costs associated with obtaining such certificate; whereas (b) in the
event that such investigation discloses that the payments were correct or we were
underpaid by no more than 3% then you shall pay the costs associated with obtaining such
certificate.
8. CONFIDENTIALITY
8.1. Each party undertakes that it will treat as confidential all information, intellectual
property and know how obtained as a result of entering into or performing this Agreement
which relates to the provisions or subject matter of this Agreement; and that it will not
replicate, distribute or disclose any such information to any other person.
8.2. Notwithstanding Clauses 8.1 a party may disclose any information;
8.2.1 If and to the extent required by law;
8.2.2 If and to the extent required by any securities exchange or governmental body to
which that party is subject;
8.2.3 To our professional advisers, auditors and bankers (subject to a duty of
confidentiality);
8.2.4 If and to the extent the information has come into the public domain through no fault
of that party;
8.2.5 If and to the extent necessary for it to carry out effective marketing and business
operations as anticipated pursuant to this Agreement.
8.3 The restrictions contained in this Clause 8 shall continue to apply after the termination
of this Agreement without limit in time.
9. ASSIGNMENT
9.1 You and us may not assign or charge the whole or any part or any of the benefits derived
from this Agreement without the written agreement of the other party.
10. REMEDIES AND WAIVERS
10.1 No delay or omission by any party in exercising any right, power or remedy provided by
law or under this Agreement shall affect that right, power or remedy or operate as a waiver
of it.
10.2 The single or partial exercise of any right, power or remedy provided by law or under
this Agreement shall not preclude any other or further exercise of it or the exercise of any
other right, power or remedy. The rights, powers and remedies provided in this Agreement
are cumulative and not exclusive of any rights, powers and remedies provided by law.
11. INVALIDITY
11.1 If at any time any provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, that shall not affect or
impair:
11.1.1 The legality, validity or enforceability in that jurisdiction of any other provision of this
Agreement; or
11.1.2 The legality, validity or enforceability under the law of any other jurisdiction of that
or any other provision of this Agreement.
12. NO PARTNERSHIP
12.1 Nothing in this Agreement and no action taken by the parties under this Agreement
shall constitute a partnership, joint venture or other co-operative entity between any of the
parties.
13. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
13.1 The parties do not intend that any term of this Agreement should be enforceable, by
virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not & party.
14. ENTIRE AGREEMENT
14.1 This Agreement and the documents referred to in it constitute the whole and on
Agreement between the parties relating to the subject matter of this Agreement.
14.2 This Agreement may only be varied in writing accepted by each of you and us.
15. COUNTERPARTS
15.1 This Agreement may be executed in any number of counterparts, and by the parties on
separate counterparts, but shall not be effective until each party has executed at least one
counterpart. Each counterpart shall constitute an original of this Agreement, but all the
counterparts shall together constitute but one and the same instrument.
16. DISPUTE RESOLUTION
16.1 This Agreement shall be governed by and construed in accordance with English law, If
any dispute (‘Dispute’} arises related to this Agreement or any transaction governed by this
Agreement then the parties agree to follow a dispute resolution escalation procedure as set
out below:
16.1.1 Senior executives of both parties, vested with authority to settle the Dispute, will first
meet and attempt in good faith to resolve it. The meeting will be held promptly at the
request of either party in the offices of the party requesting the meeting or at such other
location as they may agree.
16.1.2 If the parties are unable to resolve the Dispute by negotiation, the parties agree to
seek a settlement of the dispute by mediation in accordance with the CEDR (Centre for
Dispute Resolution, 7 St. Katharine’s Way, London E110LB) procedures.
16.1.3 The parties shall, within ten (10) working days, select by mutual agreement a
mediator from a list of suitably qualified pharmaceutical services industry mediators
proposed by CEDR for failing mutual agreement, such mediator as shall be selected by
CEDR).
16.1.4 Upon appointment of the mediator:
16.1.4.1 Each party shall promptly make available to the mediator a written précis on the
Dispute; and
16.1.4.2 The mediator shall agree with the parties the date and venue for the
commencement of the mediation process.
16.1.5 The parties undertake to negotiate through the mediator in a spirit of goodwill and to
enter into the process with the objective of settling the dispute.
16.1.6 All negotiations connected with the dispute shall be conducted in strictest confidence
and without prejudice to the rights of the parties in any future legal proceedings.
16.1.7 If, with the assistance of the mediator, the parties reach a settlement such
settlement shall be reduced to writing and, once signed by a duly authorised representative
of each of the parties, shall become binding on the parties and shall be implemented
forthwith by the parties in accordance with our terms. If no settlement is agreed within
thirty
(30) working days from the date on which the mediation commenced the mediation process
shall be terminated, unless the parties agree an extension to the mediation process, and the
arbitration process set out in Clause 15.2 shall be pursued.
16.1.8 Each party shall each bear our own costs arising from the mediation process but the
costs and expenses of the mediation shall be borne by the parties equally.
16.2 If the parties are unable to resolve the dispute through mediation, the dispute may
either be settled by recourse to the English courts or by arbitration conducted in London,
England by a single independent arbitrator appointed by the parties in accordance with the
Arbitration Act 1996 (as subsequently amended), provided that the arbitrator shall be
chosen from a panel of arbitrators knowledgeable in pharmaceutical services and computer
industries. If the parties cannot agree an arbitrator within 14 days, the arbitrator shall be
appointed by the President from time to time of the Law Society of England and Wales on
the request of either party.
16.3 The parties submit to the exclusive jurisdiction of the English courts and nothing in this
clause 15 shall prevent either party seeking injunctive relief or enforcing any right to
payment under this Agreement through the court at any time it considers it appropriate to
do so.