The Customer's attention is particularly drawn to the provisions of clauses 4, 6, 7, 9, 10, 13 & 14.

1.  INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.

1.1  Definitions:

means a day other than a Saturday or Sunday or public holiday in England when banks in London are open for business.

means the annual subscription charges and other payments in respect of the Services set out in Schedule 3.

means these terms and conditions as amended from time to time in accordance with clause 17.7.

means all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:

(a)  identified as confidential at the time of disclosure; or

(b)  ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

means the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.

means the person, company, firm or business who purchases Services from the Supplier.

means the date on which the Contract comes into existence in accordance with clause 2.4.

means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications 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.

means the content provided to the Supplier by the Customer from time to time for incorporation in the Site, which is including but not limited to the contents of the ‘Site Content’ form completed by the Customer and Submitted to the Supplier via the Supplier’s Site.

means the Customer's order for the Services set out in the online form completed by the Customer and submitted to the Supplier online via the Supplier’s Site.

means the written confirmation from the Supplier to the Customer which confirms:

a)  the Customer’s Order has been accepted;

b)  that all appropriate payments including the Subscription Payment have been received by the Supplier; and

c)  the Materials required in order to be able to provide the Services.

means the provision by the Supplier of the Services as set out in this Contract.

means a computer server administered by the Supplier.

means the design and development services to be provided in accordance with Schedule 2 in all material respects and pursuant to this Contract.

means the date on which the Customer clicks on the button entitled “Form Complete Submit Site Content” on the Supplier’s Site in order to submit the Site Content to the Supplier.

means the first payment of the Charges made by the Customer to the Supplier in accordance with Schedule 3.

means the website to be designed, developed and hosted by the Supplier on behalf of the Customer in accordance with the Site Specification.

means the specification for the Site set out in Schedule 1.

means MEDICINECHEST LIMITED registered in England and Wales with company number 03924354 whose registered office address is c/o Smith Craven, Sidings House, Sidings Court, Doncaster, DN4 5NU, who is trading under the name The Pharmacy Centre and whose trading address is St. Mary’s Court, The Broadway, Amersham, Buckinghamshire, HP7 0UT and who’s VAT number is727491513.

means the Supplier’s policy, as amended from time to time and available to view at:

www.thepharmacycentre.com/index.php?option=com_content&view=article&id=37&Itemid=7.

in accordance with which it supplies its Support Management Service (as defined in Schedule 2).

means the Supplier’s website with website address: www.thepharmacycentre.com

means the White Label E-Commerce service provided by a third party on behalf of the Supplier.

means a visitor to the Site.

1.2  Construction. In these Conditions, the following rules apply:

1.2.1  a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

1.2.2  a reference to a party includes its successors or permitted assigns;

1.2.3  a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

1.2.4  any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

1.2.5  a reference to writing or written includes e-mails; and

1.2.6  a reference to content include any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a Visitor to that website.

2.  BASIS OF CONTRACT

2.1  The Order constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

2.2  The Order shall only be deemed to be accepted when the Supplier issues an Order Acknowledgement to the Customer.

2.3  The Supplier will decide in its absolute discretion whether to issue an Order Acknowledgement to the Customer, but in any event will not issue an Order Acknowledgement unless and until it has received payment in cleared funds of the Subscription Payment as set out in the Charges in accordance with clause 7.

2.4  The Contract shall come into existence at the point at which and on the date at which the Supplier issued the Order Acknowledgement to the Customer.

2.5  The Contract constitutes the entire Contract between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.

2.6  Any descriptive matter issued by the Supplier, and any descriptions or illustrations contained in the Supplier's Site, catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.7  These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3.  SUPPLY OF SERVICES

The Supplier shall:

3.1.1  design, develop and deliver the Site in accordance with the Site Specification in all material respects;

3.1.2  provide the Services; and

3.1.3  host the Site from the Server.

3.2  The Supplier shall use all reasonable endeavours to meet any performance timetable specified in the Contract, but any such performance dates shall be estimates only and time shall not be of the essence for performance of the Services or the delivery of the Site.

3.3  The Supplier shall have the right to make any changes to the Site Specification or the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Site Specification or the Services, and the Supplier shall notify the Customer in any such event.

3.4  The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4.  CUSTOMER OBLIGATIONS

4.1  The Customer acknowledges that the Supplier's ability to provide the Services is dependent upon the full and timely co-operation of the Customer (which the Customer agrees to provide) which will include (but is not limited to):

4.1.1  completing the Supplier’s online ‘Site Content’ form on the Supplier’s Site; and

4.1.2  confirming the accuracy and completeness of the ‘Site Content’ form by saving and submitting the ‘Site Content’ form via the Supplier’s Site to the Supplier; and

4.1.3  confirming the accuracy and completeness of any information and data the Customer provides to the Supplier

by clicking on the button entitled “Form Complete Submit Site Content” on the Supplier’s Site. Accordingly, the Customer shall provide the Supplier with access to, and use of, all information, data and documentation reasonably required by the Supplier for the performance by the Supplier of its obligations under this Contract.

4.2  The Customer warrants that the Materials and all the information it provides to the Supplier in relation to this Contract are accurate and complete. The Customer warrants that it will notify the Supplier of any amendments to that Material or information in order to keep it up-to-date.

4.3  The Customer warrants that it is the sole legal and beneficial owner of, and owns all the rights and interests in:

4.3.1  the name of the pharmacy, business or trading name;

4.3.2  the domain name; and

4.3.3  the photographs or images

they are instructing the Supplier to use in relation to or include on the Site.

4.4  The Customer shall indemnify the Supplier against all liabilities, damages, losses and expenses suffered or incurred by the Supplier arising out of or in connection with any breach of this Contract by the Customer, including (but not limited to) any breach of clause 4.3.

5.  DEVELOPMENT AND SET UP OF SITE

5.1  The Supplier shall use their reasonable endeavours to deliver the Site within 5 working weeks of the Submission Date.

5.2  The Supplier will notify the Customer when the Site is ready to be delivered. If the Customer does not receive such notification from the Supplier within 5 working weeks of the Submission Date it is the Customer’s responsibility to contact the Supplier.

5.3  On receiving notification from the Supplier the Customer will review the Site and provide written (or email) approval and acceptance of the Site to the Supplier, along with any details relating to the domain name as requested by the Supplier. The Supplier will acknowledge receipt of the Customer’s approval via email, at which time and on which date the Site will be published (the “Go Live Date”).

6.  WHITE LABEL E-COMMERCE

Where appropriate, White Label E-Commerce shall be supplied in accordance with the relevant licensor's standard terms as amended from time to time as available at the H I Weldrick Ltd website www.weldricks.co.uk/terms.

7.  CHARGES AND PAYMENT

7.1  The Customer shall pay to the Supplier annually in advance the Charges in full and in cleared funds to a bank account nominated in writing by the Supplier, or via online payment through the Supplier’s Site.

7.2  Where the Supplier has agreed with the Customer in advance of the Charges becoming due to provide a written invoice to the Customer, the Customer shall pay within 14 days of the date of the Supplier's invoice in full and in cleared funds to a bank account nominated in writing by the Supplier, or via online payment through the Supplier’s Site.

7.3  Time for payment shall be of the essence of the Contract.

7.4  All Charges are exclusive of VAT.

7.5  If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment, then, without limiting the Supplier's remedies under clause 13, the Customer shall pay interest on the overdue amount:

7.5.1  at the rate of 5% per annum above Lloyds Bank PLC's base rate from time to time; and in addition to

7.5.2  any claim for interest and statutory compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.6  The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

7.7  The Supplier reserves the right to increase its annual fee rates. The Supplier will give the Customer written notice of any such increase 60 days before the anniversary of the Effective Date. If such increase is not acceptable to the Customer, it shall have the right without limiting its other rights or remedies to terminate the Contract in accordance with clause 13.

7.8.1  The Customer can request a refund from the Supplier up to and including the 14th day after the Effective Date. The Supplier will then provide a refund to the Customer within 14 Business Days. The refund paid to the Customer will be the full amount of the Charges paid by the Customer to the Supplier, less any third party costs already incurred by the Supplier (for example any costs incurred with a third party for Domain Name Registration). Following the 14th day after the Effective Date no refunds will be given by the Supplier. For the avoidance of doubt, no refunds will be given when the Contract renews in accordance with clause 13.

7.8.2 No refunds will be given in the event of the pharmacy and / or company being sold to or bought by another party.  It is the responsibility of the Customer to agree with the new owner what is included in any sale and the responsibility of the new owner to ensure the website, domain name ownership and associated services are agreed as part of any sale.  The services provided by the Supplier will continue under the terms until requested otherwise as detailed under clause 13. 

7.9  It is the responsibility of the Cutomer to ensure the Supplier has the correct contact details and email address so email notifications relating to thier website and / or their subscriptions are received and inform the Supplier of any changes to the Customer's account. 

8.  WARRANTIES

8.1  Each of the parties warrants to the other that it has full power and authority to enter into and perform this Contract.

8.2  The Supplier shall perform the Services with reasonable care and skill.

8.3  The Supplier warrants that the Site, from the Go Live Date for the term of this Contract, will perform substantially in accordance with the Site Specification. If the Site does not so perform, the Supplier shall, for no additional charge, carry out any work necessary in order to ensure that the Site substantially complies with the Site Specification.

8.4  The warranty set out in clause 8.3 shall not apply to the extent that any failure of the Site to perform substantially in accordance with the Site Specification is caused by any Materials.

8.5  This Contract sets out the full extent of the Supplier's obligations and liabilities in respect of the supply of the Services or delivery of the Site. All conditions, warranties or other terms concerning the Services or delivery of the Site which might otherwise be implied into this Contract or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

9.  LIMITATION OF REMEDIES AND LIABILITY

9.1  Nothing in this Contract shall operate to exclude or limit the Supplier's liability for:

9.1.1  death or personal injury caused by its negligence; or

9.1.2  any 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; or

9.1.3  fraud; or

9.1.4  any other liability which cannot be excluded or limited under applicable law.

9.2  The Supplier shall not be liable to the Customer for any damage to software, damage to or loss or corruption of data, damage to or loss of corruption of database, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.

9.3  Subject to clause 9.1, the Supplier's aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this Contract or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Charges payable by the Customer to the Supplier under this Contract in that calendar year.

10.  INTELLECTUAL PROPERTY RIGHTS

10.1  All Intellectual Property Rights in the Site (including in the content of the Site), but excluding the Materials, arising in connection with this Contract shall be the property of the Supplier.

10.2  The Customer hereby grants a non-exclusive licence of all Intellectual Property Rights in the Materials for the purpose of using the Material on the Site.

10.3  The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Site, content or Materials infringe the Intellectual Property Rights of a third party, specifically including but not limited to any infringement relating to:

10.3.1  the name of the pharmacy, business or trading name;

10.3.2  the domain name; and

10.3.3  the photographs or images

the Customer instructs the Supplier to use in relation to or include on the Site.

10.4  The Supplier shall indemnify the Customer against all damages, losses and expenses arising as a result of any action or claim that the content of the Site created by the Supplier infringes any Intellectual Property Rights of a third party in the UK. This indemnity shall not apply to any infringements referred to in clause 10.3 or to the extent that the action or claim arises out of the Supplier's compliance with any designs, specifications or instructions of the Customer.

10.5  The indemnities in clause 10.3, clause 10.4 and clause 11.5 are subject to the following conditions:

10.5.1  the indemnified party promptly notifies the indemnifier in writing of the claim;

10.5.2  the indemnified party makes no admissions or settlements without the indemnifier's prior written consent;

10.5.3  the indemnified party gives the indemnifier all information and assistance that the indemnifier may reasonably require; and

10.5.4  the indemnified party allows the indemnifier complete control over the litigation and settlement of any action or claim.

11.  SITE CONTENT

11.1  if the Customer’s subscription includes such support and the Customer has paid the Charges for such support:

11.1.1  The Supplier shall update the Site with Materials provided from time to time by the Customer; and

11.1.2  The Customer may request an amendment or an update of the Materials on the Site be carried out by the Supplier. The Supplier will use its reasonable endeavours to ensure all requests to amend or update the site are considered promptly. The Supplier will in its absolute discretion decide whether the amendment or update should be accepted, and if so accepted it will use its reasonable endeavours to publish the changes on the Site within 5 Business Days of the request being received.

11.2  The Customer shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (including material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (“Inappropriate Content”).

11.3  The Customer acknowledges that the Supplier has no control over any content placed on the Site by Visitors and does not purport to monitor the content of the Site.

11.4  The Supplier reserves the right to remove content or Materials from the Site where it reasonably suspects such content is Inappropriate Content or it suspects that the content or Materials breach any provision of the Contract. The Supplier shall notify the Customer promptly if it becomes aware of any allegation that any content or Material on the Site may be Inappropriate Content.

11.5  The Customer shall indemnify the Supplier against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content.

11.6  The Supplier will include on the Site footer the Pharmacy Centre logo and the Medicine Chest Limited logo as well as a statement to the effect of "Powered by The Pharmacy Centre and Content by the MedicineChest" on the home page of the Site. The Customer hereby agrees to the inclusion of these logos and statements on the footer of their Site and acknowledges that this content cannot be removed.

11.7  The Customer hereby agrees and acknowledges that the Supplier will in its absolute discretion decide to sell advertising and sponsorship space on the Site to related pharmaceutical or medial related companies, charities, business and organisations. The Supplier confirms that a percentage of the net profit it receives from the advertising or sponsorship space sold on the Site will be paid to the Customer on an annual basis (to be agreed).

11.8  The Customer hereby agrees and acknowledges that the Supplier will in its absolute discretion decide, to include the Site in a list of example websites on the Supplier’s Site in order to advertise the Site and aid search engine optimisation, as well as providing an example of the Supplier’s work.

11.9  The Customer acknowledges that any legal requirements of the content of the Site are its responsibility. In particular the Customer acknowledges and agrees that the standard form legal documentation provided by the Supplier on the Site must be reviewed and amended by the Customer in order to ensure that the Site is legally compliant.

12.  DATA PROTECTION

12.1  In this clause 12, “Personal Data” has the meaning given in the Data Protection Act 1998.

12.2  The Supplier warrants that, to the extent it processes any Personal Data on behalf of the Customer:

12.2.1  it shall act only on instructions from the Customer; and

12.2.2  it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

13.  TERM AND TERMINATION

13.1  The Contract shall commence on the Effective Date and shall continue until the first anniversary of the Effective Date, unless this Contract is terminated earlier in accordance with clause 13.6 (“Initial Term”).

13.2  On the first anniversary of the Effective Date the Contract shall renew automatically for a period of one year (unless notice has been given in accordance with clause 13.4.

13.3  If the contract renews automatically in accordance with clause 13.2, on the second anniversary of the Effective Date the Contract shall renew automatically for a period of three years (unless notice has been given in accordance with clause 13.4).

13.4  If either party does not want the Contract to automatically extend in accordance with clauses 13.2 or 13.3, then that party must give written notice to the other party, not later than 2 weeks before the relevant anniversary of the Effective Date, to terminate this Contract on the relevant anniversary of the Effective Date.

13.5  If, in accordance with clause 13.3 this Contract continues for a period of three years from the second anniversary of the Effective Date (the “Renewal Term”), if either party want to terminate the Contract at the end of Renewal Term either party must give written notice to the other party not later than 2 weeks before the end of the Renewal Term, to terminate this Contract at the end of the Renewal Term. If no such notice to terminate is received by either party the Contract shall renew automatically for a further period of three years and the terms of this clause shall apply to how that term shall either terminate or automatically renew.

13.6  Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

13.6.1  the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;

13.6.2  the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

13.6.3  the Customer harms or, in the reasonable opinion of the Supplier, potentially harms the reputation, the commercial activity or the provision of services to another pharmacy to whom the Supplier or HI Weldrick Limited (the Supplier’s E-Commerce fulfilment provider) also provide services;

13.6.4  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

13.6.5  the other party commences negotiations with all or any class of any of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

13.6.6  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;

13.6.7  an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

13.6.8  the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

13.6.9  a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

13.6.10  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

13.6.11  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 clause 13.6.4 to clause 13.6.9 (inclusive);

13.6.12  the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

13.6.13  any warranty given by the other party in clause 8 of this Contract is found to be untrue or misleading; or

13.6.14  the Customer breaches any term of the Supplier’s Fair Use Policy.

FOR THE AVOIDANCE OF DOUBT THIS CLAUSE DOES NOT AFFECT THE SUPPLIER’S ABILITY TO ALSO BRING A CLAIM WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY LOSS OF PROFIT, OR ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH THE CONTRACT.

14.  CONSEQUENCES OF TERMINATION

14.1  On termination of this Contract by the Supplier under clause 13.6, all licences granted by the Supplier under this Contract shall terminate immediately.

14.2  On expiry or termination of this Contract otherwise than on termination by the Supplier under clause 13.6:

14.2.1  the Supplier shall immediately cease to provide any Services to the Customer;

14.2.2  on request from the Customer, the Supplier shall promptly return all Materials to the Customer, and shall provide to the Customer an electronic copy of the Customer data associated with the Site;

14.2.3  the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt. For the avoidance of doubt the Supplier will not refund or return any payments made by the Customer in advance;

14.2.4  the Customer forfeits any Profit Share payments due to it in accordance with paragraph 2, Schedule 3 after the date of termination and the Supplier will only pay any payments due to the Customer up to the date of termination, provided that the Profit Share accumulated has reached the minimum level of £25 in the 12 month period during which the Contract is terminated. If the Profit Share has not reached the minimum level of £25, the Supplier will retain the total of the Profit Share towards administration costs;

14.2.5  all licences granted by the Supplier under this Contract shall terminate immediately;

14.2.6  the Supplier shall, subject to the payment of the Supplier's expenses reasonably incurred, for a period of no more than one month following termination, provide such assistance as is reasonably requested by the Customer to:

14.2.6.1  transfer the domain name to the Customer or another service provider, on the payment of a £25 administration fee to the Supplier; and

14.2.6.2  provide an email forwarding service (for the avoidance of doubt, the email hosting will not be transferred)

14.2.7  the Supplier shall, maintain Domain Name Registration in accordance with the following:

14.2.7.1  Where the Supplier has provided the Domain Name Registration services to the Customer:

(a)  where the Customer has paid all sums due to the Supplier and has made provisions and arrangements to transfer the domain name at the Customers own cost and expense the domain name will be transferred to the Customer; or

(b)  where the Customer has any outstanding sums due to the Supplier, or where the Customer has not made any provisions or arrangements to transfer the domain name at its own cost and expense, the domain name will be transferred into the name of the Supplier and retained by the Supplier.

14.2.7.2  Where the Supplier has not provided the Domain Name Registration services to the Customer any alterations to the domain name will only be made at the Customers own cost and expense.

14.2.8  the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

14.2.9  clauses which expressly or by implication survive termination shall continue in full force and effect.

15.  FORCE MAJEURE

Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 60 days' written notice to the affected party.

16.  CONFIDENTIALITY

16.1  Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

16.2  Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

16.3  The obligations set out in this clause 16 shall not apply to Confidential Information which the receiving party can demonstrate:

16.3.1  is or has become publicly known other than through breach of this clause 16; or

16.3.2  was in possession of the receiving party prior to disclosure by the other party; or

16.3.3  was received by the receiving party from an independent third party who has full right of disclosure; or

16.3.4  was independently developed by the receiving party; or

16.3.5  was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

16.4  The obligations of confidentiality in this clause 16 shall not be affected by the expiry or termination of this Contract.

17.  GENERAL

17.1  Assignment and other dealings.

17.1.1  The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

17.1.2  The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

17.2  Notices.

17.2.1  Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

17.2.2  A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.2.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.

17.2.3  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.3  Severance.

17.3.1  If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.3.2  If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.4  Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5  No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

17.6  Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

17.7  Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Supplier.

17.8  Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

17.9  Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1

Site Specification

The Supplier will provide and deliver the Site in accordance with the following specification:

1.  The Supplier will create the Site using one of the available templates selected by the Customer (unless providing custom build);

2.  The Supplier will incorporate the Materials into the Site in accordance with the terms of this Contract;

3.  The Site will work with the following web browser technologies:

4.  Multiple exclusive website design template choices pre-loaded;

5.  Integrated MedicineChest pharmacy optimised health content. (All content has “when to consult your pharmacist”) section;

6.  NHS Choices content feed;

7.  Online shopping from up to 15000 products – OTC and Pmeds, health and beauty, toiletries, electricals, pets;

8.  Reserve in-store offers module;

9.  Customer registration and online nomination;

10.  On-line repeat prescription ordering;

11.  Automated prescription reminders;

12.  “White label” E-commerce including:

12.1  Pmed sales;

12.2  Immediate huge range;

12.3  specialist items;

12.4  supermarket/amazon/chemistdirect competitive pricing;

12.5  Registered customer transaction data owned by member pharmacy;

12.6  Use white label solution first to gain customer insight and marketing data at no expense / risk Potential to plug in central fulfilment / your own store when ready;

13.  Health Advice and Pharmacy Leaflet download libraries;

14.  Google map pharmacy locator – includes store directions;

15.  Easily editable About us, Services and other pharmacy content pages;

16.  Optional Multi-branch setup;

17.  Pharmacy and Customer data security backup and SSL encryption;

18.  Optional Website / Intranet multi-user type data infrastructure (public, customer, counter staff and pharmacist views); and

19.  Loggable download libraries (training, SOPS, forms etc)

Schedule 2

Services

1.  Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

1.1  Definitions:

means the services defined in clause 2 of this Schedule.

means the services defined in clause 3 of this Schedule.

means the services defined in clause 4 of this Schedule.

means the services defined in clause 5 of this Schedule.

means the services defined in clause 6 of this Schedule.

means the services defined in clause 7 of this Schedule.

means the services defined in clause 8 of this Schedule.

Means the services defined in clause 9 of this Schedule.

2.  Domain Name Registration

2.1  The Supplier will

2.1.1  Submit an application to register 1 domain name ending in ‘.co.uk’ on behalf of the Customer for use in relation to the Site; and

2.1.2  subject to the payment of additional Charges submit an application to register additional domain names selected by the Customer for use in relation to the Site.

2.2  The following provisions apply to domain names that the Supplier agrees to submit an application to register on behalf of the Customer:

2.2.1  The Supplier may reject in its absolute discretion any request to register a particular domain name;

2.2.2  The Customer will keep the information required for the purposes of a domain name registration up-to-date (changes may be subject to additional Charges); and

2.2.3  The Customer acknowledges that certain information submitted for the purposes of a domain name registration will be published on the internet via “WHOIS” services

3.  Hosting

3.1  The Supplier will host and publish the Site on its Server from the Go Live Date until termination of this Contract in accordance with clause 13.

3.2  The Supplier may suspend some or all of the Services in order to carry out scheduled maintenance or repairs.

3.3  The Supplier will use reasonable endeavours to ensure that the Hosting of the website is not suspended under this clause during the hours of 9:00 – 17:00 on a Business Day.

3.4  From time to time, the Supplier will upgrade, change, remove or amend the Site content and/or functionality in line with advances in technology or functionality, and the Customer acknowledges that it will have no right to be notified of, or object to, such upgrades, changes, removals or amendments.

4.  Backup

The Supplier will back up the Site and user data once in every 24 hour period.

5.  Repeat Prescription Ordering

On-line repeat prescription ordering includes:

5.1  The customer can:

5.1.1  Nominate a surgery;

5.1.2  Edit / Add / Remove exemption;

5.1.3  Securely store list of items by surgery/prescriber;

5.1.4  Schedule automated or manually choose reminders via email;

5.1.5  Order with notes for the pharmacy;

5.1.6  See status of orders;

5.1.7  Receive order status updates via email; and

5.1.8  Syncs with mobile app

5.2  The Pharmacy can:

5.2.1  Sort and view/ print/ edit orders and customer notes;

5.2.2  Corrections to orders correct customer’s stored prescription details;

5.2.3  Print/Export or forward to surgeries NHS email accounts;

5.2.4  Change status of orders;

5.2.5  Automatically send email / push notification order status updates; and

5.2.6  Sort and print ready for delivery orders including driver notes

 

 

6.  Support Management Service

The Supplier will make available, during the hours of 9:00 – 17:00 on a Business Day, a support service via email and, if necessary, telephone providing support to the Customer in relation to the updating of the Materials on the Site. This Support Management Service will be provided in accordance with the Supplier’s Fair Use Policy as amended from time to time and as available at the Supplier’s website at:

www.thepharmacycentre.com/index.php?option=com_content&view=article&id=37&Itemid=7.

7.  Email

The Supplier will provide email functionality via the Site.

8.  Mobile App

8.1  Mobile App includes:

8.1.1  Nominate a surgery;

8.1.2  Edit / Add / Remove exemption;

8.1.3  Securely store list of items by surgery/prescriber;

8.1.4  Schedule automated or manually choose reminders;

8.1.5  Order prescriptions with notes for the pharmacy;

8.1.6  See status of orders;

8.1.7  Receive order status updates via push notifications; and

8.1.8  Syncs with user account on website

9.  White Label E-Commerce

9.1  If the Customer requests the use of the White Label E-Commerce Service the Supplier will maintain the product database and store software on the Customer’s behalf.

9.2  The Supplier will use the data which it processes on the Customer’s behalf in order to provide a competitive and effective service for the Customer or the White Label E-Commerce service fulfilment provider.

9.3  The White Label E-Commerce service can be activated or de-activated by the Supplier, at the Customer’s request at any time.

Schedule 3

Charges

1.  Charges

1.1  The charges in this clause set out the costs to be paid by the Customer to the Supplier for the Services:

1.2  In addition to the charges outlined above, any additional work outside the scope of the Services outlined in clause 1.1 of this schedule shall be charged the Customer as follows:

1.2.1  The Supplier will charge an additional £40 + VAT per hour, or £250 plus VAT per day as appropriate, on a time spent basis, for carrying out any of the Services which are not included;

1.2.2  The Supplier will charge the Customer in accordance with the Supplier’s Fair Use Policy for any Support Management Services; and

1.2.3  Any expenses incurred by the Supplier shall be charged to the Customer.

2.  Payments to Customer

2.1  If the Customer uses the White Label E-Commerce service the Supplier will pay to the Customer 50% (“Profit Share Percentage”) of the profit received from the sale of products (“Profit Share”) made through the White Label E-Commerce service, provided that product sold is not returned due to the fault of the Customer.

2.2  The accumulation of Profit Share will begin on the Effective Date and continues for a period of 12 months thereafter. The Profit Share accumulated does not carry forward into the next period of 12 months.

2.3  If the Profit Share does not reach the minimum level of £25 in the 12 month period from the Effective Date, the Supplier will retain the total of the Profit Share towards its administration costs.

2.4  The Supplier may alter the Profit Share Percentage at any time by giving the Customer 30 days notice.

2.5  Subject to paragraphs 2.3, 2.7 and 2.8 of this Schedule 3, the Supplier will pay the Profit Share to the Customer on the anniversary of the date on which the Customer requests the White Label E-Commerce service.

2.6  In the event of the termination of the Contract in accordance with clause 13 the Customer must invoice the Supplier for the Profit Share they are owed up to the date of termination. The Customer must provide the invoice to the Supplier within 14 days of the date of Termination and the Supplier will discharge any undisputed invoice within 30 days of receipt from the Customer.

2.7  The Customer forfeits any Profit Share payments due to it in accordance with paragraph 2, Schedule 3 after the date of termination and the Supplier will only pay any payments due to the Customer up to the date of termination, provided that the Profit Share accumulated has reached the minimum level of £25.

2.8  The Supplier may retain the total of the Profit Share in order to offset this sum against any sums due or outstanding from the Customer to the Supplier.

2.9  If the product is returned by the customer due to the fault of the Supplier or the White Label E-Commerce service provider the Customer will retain the Profit Share for that returned product. If the product is returned by the customer due to a fault of the Customer the Supplier will retain the Profit Share for that particular returned product.....