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.
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:
1.4 “Applicable Laws” shall mean:
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.
2.1 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.
2.3 The break clause will require a payment of £699 minus £12 per month completed as a partner. This is to cover the cost for as long as your PGDs are still valid under Pharmplex’s provision.
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, non-transferable 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.
4.1 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 an 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.
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.
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.
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:
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;
Each User shall keep a secure password for their use of the Service and Documentation;
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;
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;
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
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.
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.
The Client shall:
Grant all necessary access to such information as may be required by Pharmplex;
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;
Without affecting its other obligations under these Terms, comply with all applicable laws and regulations with respect to its activities under these Terms;
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;
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;
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;
Ensure that its network and systems comply with the relevant specifications provided by Pharmplex from time to time;
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
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.
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:
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;
Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
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;
Use the Service and/or Documentation to provide services to third parties;
Use any test accounts for ‘real life’ use or anything other than testing the Service.
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;
Attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under these Terms; and
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.
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.”
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.
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.
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 financial 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.
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.
As a condition of the Client’s receipt of Payment Services, the Client consents and agrees the following:
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.
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.
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.
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.
The aforementioned (9.1, 9.2,9.3) will also apply for the use of Semble through the Pharmplex affiliation.
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.
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.
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
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:
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.
On termination of the access to the Service for any reason:
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.
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, non-infringement 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.
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.
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.
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).
The Parties acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.
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.
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.
Pharmplex shall not be liable to the Client, its employees, Users, sub-contractors or agents to the extent any alleged infringement is based on:
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.
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.
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.
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.
For the purposes of this clause, ‘Pharmplex’ includes its employees, sub-contractors 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.
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.
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.
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:
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.
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.
Each Party may disclose the other Party’s confidential information:
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.
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.
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).
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.
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.
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:
The Client approves:
“Force Majeure Event” means any circumstance not within a Party’s reasonable control including, without limitation:
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.
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.
The Affected Party shall:
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.
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.
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.
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.
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.
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.
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.
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
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.
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 non-contractual 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.
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).
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.
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.
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.
We undertake to give you 20 working days’ notice prior to the termination date to remind you of your PGD’s expiry.
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:
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.
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
The PGDs are included in your total service package for as long as you are a subscriber to World Travel Clinic.
If you cease to continue to use Pharmplex’s services, you will be required to fulfil a payment of £699 minus £12 for each month completed as a partner. This is to cover the cost for as long as your PGDs are still valid under Pharmplex’s provision.
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.
Notwithstanding Clauses 8.1 a party may disclose any information;
The restrictions contained in this Clause 8 shall continue to apply after the termination of this Agreement without limit in time.
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.
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.
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.
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:
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:
Upon appointment of the mediator:
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.
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.
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.
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.
