2. Operating System Requirements

2.1
The Clinic may also access the Web App using the following browsers (the version in brackets denotes the minimum version required):
(a) Internet Explorer (v 11);
(b) Microsoft Edge (44.18362.387.0);
(c) Google Chrome (77.0.3865.90); and
(d) Firefox (69.0.1).

3. Updates to the Web App

3.1
Supplier may automatically update the Web App to improve performance, enhance functionality, reflect changes to the operating system or address security issues.
3.2
If the Clinic opts out of automatic updates, the Clinic may not be able to continue using the Web App.

4. Support

4.1
Supplier does not warrant that the use of the Web App will be uninterrupted or error-free or that it will meet any Heightened Cybersecurity Requirements. The Clinic shall back up any content and data used in connection with the Web App to protect itself in case of problems with the Web App.
4.2
Where the Clinic requests any support for the Web App, Supplier shall provide the Clinic with a quote for providing such support.

5. Supply of the Goods

5.1
Each Order for Goods placed by the Patient via the Web App shall be deemed to be an offer by the Patient to purchase the Goods.
5.2
The Supplier is not the manufacturer of the Goods.
5.3
The Supplier is under no obligation to accept any Orders for delivery outside of the UK.

6. Private Prescriptions

6.1
Unless Supplier otherwise notifies the Clinic, Goods supplied by Supplier to a Patient on a private prescription in the UK, will be dispensed within the UK and supplied by Supplier via a home delivery service at the point of delivery in accordance with clause 1.
6.2
The Clinic or their appointed representative may send a copy of the prescription for the Goods to Supplier via Healthxchange online facility known as e-pharmacy™.
6.3
Prescriptions for Goods shall be electronically authorised online by the Clinic via Healthxchange e-pharmacy™ by a bona fide qualified and registered physician, dentist or nurse prescriber and shall meet any and all applicable regulatory and other requirements prescribed by law, rules, regulations and codes of conduct.
6.4
All Goods supplied by Supplier against a named Patient prescription are for the personal use of the named Patient and are not for re-sale or wholesale.
6.5
It is understood and agreed by Clinics, that the supply of prescription Goods is exclusively for the purpose of enabling the Clinic to dispense prescribed Goods upon presentation of a relevant prescription in its capacity and under its retail pharmacy licence, in accordance with applicable laws and regulations.
6.6
Prescribers belonging to the GMC, GDC, NMC, GPhC and HCPC should not self-prescribe or prescribe for anyone with whom they have a close personal or emotional relationship, such as close family members unless the following is met:
(a) There is no other person available with the legal right to assess the individual and prescribe without a delay.
(b) Emergency treatment is immediately necessary to avoid serious deterioration in health or serious harm.

7. Rates and Payment

7.1
All payments for Orders will be processed by Adyen, therefore the Clinic agrees to sign up to use the Adyen payments system. The Patient will pay for the Order using Adyen and Adyen will make payments to Supplier and the Clinic in accordance with this clause 9.
7.2
Unless otherwise agreed in writing by Supplier, the price payable for the Goods shall be stated in Healthxchange e-pharmacy™ price list provided to the Clinic from time to time (or quotation relating to the Goods), but Supplier reserves the right to alter such prices without prior written notice to the Clinic.
7.3
Unless otherwise agreed in writing by Supplier, the price for the Goods is exclusive of the cost of delivery, VAT, customs duties and all other taxes, duties and expenses in respect of the Goods all of which shall be added to the price payable by the Clinic.
7.4
The Clinic shall receive an amount from Ayden equal to the difference between the price at which the Clinic makes the Goods available to purchase on the Web App and the sum of the price payable for the Goods as set out in the price list referred to in clause 9.2 and any other applicable costs as set out in clause 9.3.
7.5
Ayden shall pay the Clinic any due payments resulting from Orders on the Web App to the Clinic's nominated bank account every Tuesday and every Friday at midnight, unless the Friday falls on a UK public holiday, in which case Ayden shall transfer the funds to the Clinic on the following business day.
7.6
The Clinic is responsible for entering its bank account details correctly when completing Ayden's on-boarding process.
7.7
Time of payment shall be of the essence.
7.8
Unless otherwise agreed by Supplier in writing, payment by the Clinic to Supplier shall be made in advance of delivery of the Goods pursuant to this clause 1 to the Clinic.
7.9
No payment shall be deemed to have been received until Supplier has received cleared funds.
7.10
VAT will be applied to all invoices for the Goods except where dispensed against an original prescription in the UK.
7.11
VAT will be applied to postage fees where vatable items are included in an order. VAT is applied to the delivery charge in direct proportion to the value of the vatable items included in the total order.

8. Intellectual Property Rights

8.1
The Clinic acknowledges that any and all Intellectual Property in and relating to the Goods, the Web App and listed products (i.e. excluding any personalisation by the Clinic), Supplier and / or Supplier's business belong solely to Supplier or its licensors (as applicable) and shall remain entirely in the ownership or control of Supplier. Nothing said or done by either party shall constitute the transfer of any such rights.

9. Description

9.1
All samples, drawings, descriptive matter, specifications and advertising issued by Supplier and any descriptions or illustrations contained in Supplier's catalogues, brochures or on the Web App are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Agreement or have any contractual force.

10. Permission

10.1
The Clinic undertakes and warrants that it has obtained, at its own cost, all necessary permissions, certificates, licences, permits and consents required by any and all applicable laws, orders and regulations relating to the Goods.

11. Liability

11.1
This clause 13 sets out the entire financial liability of Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Clinic in respect of any breach of the Agreement; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
11.2
Nothing in these Conditions limits or excludes the liability of Supplier for: death or personal injury resulting from Supplier's negligence; or for any damage or liability incurred by the Clinic as a result of fraud or fraudulent misrepresentation by Supplier; or for any liability that, by law (including, but not limited to, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982), cannot be limited or excluded.
11.3
Except as set out in this Agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
11.4
Subject to clause 13.2:
(a) Supplier shall bear no responsibility and fully excludes all liabilities in respect of how the Patient uses the Goods and/or how the Goods are prescribed;
(b) Supplier shall not be liable, whether in contract, tort (including negligence) breach of statutory duty or otherwise, for any: loss of profits; or loss of business; or depletion of goodwill and/or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or loss of corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and
(c) Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to the price paid or payable for the relevant Goods.

12. Confidentiality & Data Protection

12.1
The Clinic shall at all times keep secret and confidential all Intellectual Property and technical or commercial know-how, specifications, formulas, inventions, processes, initiatives, business and trade secrets, methods of doing business, Clinic lists and all other information of a confidential nature which have been disclosed to the Clinic or the Clinic's agent by Supplier (or any of its subsidiaries) or their respective employees, agents or sub-contractors and any other confidential information concerning Supplier's business or its products which the Clinic may obtain. The Clinic shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Clinic's obligations to Supplier, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Clinic.
12.2
The above clause 14.1 shall not apply to confidential information which is in or subsequently enters the public domain otherwise than as a result of unauthorised disclosure by the Clinic or any other person.
12.3
This clause 14 shall survive termination of the Agreement, however arising.
12.4
Each party agrees to comply with the terms of the Schedule.

13. Termination

13.1
Supplier may (without prejudice to any other rights) terminate the Agreement by written notice to the Clinic:
(a) if the Clinic commits a material breach of any provision of the Agreement which is not capable of remedy;
(b) if the Clinic commits a material breach of any provision of the Agreement which is capable of remedy and fails to remedy such breach within 30 days of receipt of a notice from Supplier specifying the breach; or
(c) if the Clinic becomes bankrupt, insolvent, makes an arrangement or compounds with its creditors or shall have distress or execution levied upon its property or is wound up or goes into liquidation (except for the purposes of a bona fide reconstruction or amalgamation) or shall have a receiver administrative receiver or administrator appointed over the whole or any part of its assets or shall suffer the appointment of any similar person under the laws of its domicile.
13.2
The exercise of the rights granted under clause 15.1 shall not prejudice or affect any right of action or remedy which may have already accrued or may accrue thereafter to Supplier.
13.3
Either party may terminate the Agreement by providing the other party with written notice as follows:
(a) [one month] for the first Year;
(b) [two months] for the second Year;
(c) [three months] for the third Year; and
(d) [three months] if the agreement lasts longer than three Years.
Notice may be given and end on any day of a calendar month.

14. Consequences of termination

14.1
On termination of the Agreement:
(a) if any to the extent that the Commercial Agents (Council Directive) Regulations 1993 (as amended from time to time) apply, and provided that the Clinic gives notice of its intention as required thereunder, the Clinic shall, unless any of the circumstances mentioned in Regulation 18 of those Regulations applies, have the right to be indemnified as provided in Regulation 17 of those Regulations. For the avoidance of doubt, the Clinic shall have no right to any compensation under those Regulations on termination of this Agreement;
(b) the Clinic shall cease to promote, market or advertise the Goods;
(c) the Clinic shall immediately cease to describe itself as an agent of the Supplier and cease to use and sub-license the Web App, all trade marks, trade names and brand names of the Supplier (including without limitation on stationery and vehicles); and
(d) the Clinic shall at its own expense within 30 days return to the Supplier all samples and any advertising, promotional or sales material relating to the Goods then in the possession of the Clinic, or otherwise dispose of the same as the Supplier may instruct.
14.2
On termination of the Agreement, the provisions of clause 9 shall continue in force in relation to all sales of the Goods where the sale has been concluded before the date of termination.

15. General provisions

15.1
Each provision of the Agreement is severable and distinct from the others and if any provision is or at any time becomes to any extent or in any circumstances invalid, illegal or unenforceable for any reason, it shall to that extent or in those circumstances be deemed not to form part of the Agreement, but the validity, legality and enforceability of all other provisions of the Agreement shall not otherwise be affected or impaired, it being the parties' intention that every provision of the Agreement shall be and remain valid and enforceable to the fullest extent permitted by law.
15.2
Supplier shall have no liability to the Clinic under the Agreement if it, or any of its subsidiaries acting on its behalf, is prevented from or delayed in performing any of its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Supplier or any other party), failure of a utility service or transport network, act of God, act of terrorism, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors ("Force Majeure Event(s)").
15.3
No variation of the Agreement shall be effective unless it is in writing, refers specifically to the Agreement and is executed by a duly authorised representative of each party.
15.4
Failure or delay of a party to exercise or enforce any right or remedy under the Agreement shall not be deemed to be a waiver of that right or any other right, nor operate to bar or restrict exercise or enforcement of it or any other right at any time or times thereafter. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
15.5
Each party warrants to the other that:
(a) this Agreement constitutes the entire agreement and understanding between the parties and supersede any previous agreement between them relating to the matters contained in these Conditions (which shall be deemed to have been terminated by mutual consent); and
(b) in entering into these Conditions, it does not rely on any statement, representation, assurance, promise or warranty of any person (whether a party to this agreement or not) other than as expressly set out in these Conditions. Neither party excludes its liability for fraud or fraudulent misrepresentation.
15.6
Supplier may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under these Conditions and the Agreement.
15.7
The Clinic shall not assign, transfer or sub-contract the Agreement or any of its rights, benefits or obligations under it to any other person, firm or supplier, without the prior written consent of Supplier.
15.8
Nothing in the Agreement shall be deemed to constitute a partnership between the parties nor the relationship of employer and employee under a contract of service.
15.9
A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.
15.10
The Agreement and all non-contractual obligations arising from or connected with this Agreement shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction to settle any disputes (contractual or non-contractual) which may arise out of or in connection with the Agreement.
15.11
If any provision or part-provision of these Conditions becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the remaining Conditions.