Terms of Business

Thank you for choosing the Dispensary System service provided by Pharmacierge Limited ("Pharmacierge"). Pharmacierge is registered as a Pharmacy in London with the General Pharmaceutical Council for Dispensing Medical Dental and Veterinary Prescriptions (premises registration number 9012332). To use the service you must accept these terms which (as amended by Pharmacierge from time to time) govern your use of all services provided by Pharmacierge (these "Terms"). As you will see the Terms provide that no charge is currently levied for use of the Dispensary System (although prescriptions do, of course, need to be paid for in the usual way), the Terms also require that you do not misuse the Dispensary System as well as limiting Pharmacierge’s liability.

Use of any of Pharmacierge’s services constitutes acceptance of the Terms. The current Terms may be viewed from within the Dispensary System. If you wish to discuss any aspect of the Terms, in the first instance please contact us at info@pharmacierge.com.

1 Definitions

1.1 In these Terms, the following definitions apply:

Administrator	a User appointed by a Prescriber to provide administrative assistance to the Prescriber;
Applicable Privacy Law	has the meaning attributed to it in clause 9.2;
Dispensary System	includes all electronic dispensary communication services (and all related documentation and modifications provided by Pharmacierge) which may be accessed by the User (a) using software or apps provided by Pharmacierge, (b) through the secure online prescription generation website provided by Pharmacierge; (c) by sending a prescription to Pharmacierge by fax or email to the fax number or email address notified by Pharmacierge or (d) through API links embedded in a third party’s website or software;
PIN	a personal identification code chosen by the Prescriber to facilitate use of the Dispensary System and electronically sign electronic prescriptions;
Practice	the medical practice which Pharmacierge authorises to use the Dispensary System through which the individual User accepts these Terms;
Prescriber	a User who is a duly authorised medical practitioner who is authorised to prescribe and sign prescriptions;
Privacy Policy	has the meaning attributed to it in clause 9.2; and
User	means you being the person who accepts these Terms for your own use and use by the Practice and, the Practice itself.

1.2 Pharmacierge: References to Pharmacierge in the context of obligations owed to Pharmacierge or other benefits, indemnities, waiver or assurances given to Pharmacierge shall be deemed to include reference also to any company which is a subsidiary undertaking of Pharmacierge Group Limited (company number 09521303) ("subsidiary undertaking" having the meaning given to it in section 1162 of the Companies Act 2006) or a member of the same group as Pharmacierge (within the meaning given to the word "group" by section 1261 of the Companies Act 2006). Without limiting the generality of the provisions of this agreement, entitlements, authorities and rights granted to Pharmacierge to use and work with data and exclusions and limitations expressed to benefit Pharmacierge are deemed given also to each company which is a subsidiary undertaking of Pharmacierge Group Limited (company number 09521303) ("subsidiary undertaking" having the meaning given to it in section 1162 of the Companies Act 2006) or a member of the same group as Pharmacierge (within the meaning given to the word "group" by section 1261 of the Companies Act 2006).

2 Grant of licence

2.1 Licence granted to the Practice: Subject to these Terms Pharmacierge grants the Practice a licence to use the Dispensary System on equipment controlled by the Practice or User. That licence grant is subject to the provisions of these Terms which each User is obliged to accept before being granted access to the Dispensary System. The licence granted by these Terms relates only to the Dispensary System software and documentation, and does not extend to any other programs or materials owned or licensed by Pharmacierge. The Practice may permit properly authorised Users to use the licence granted by these Terms. By using the Dispensary System, and authorising Users, the Practice accepts these Terms.

2.2 Terms of the licence: The licence to use the Dispensary System granted by Pharmacierge is royalty-free (which means that Pharmacierge does not currently charge a royalty for the use of the Dispensary System), non-exclusive (which means that Pharmacierge may allow any other person to use the Dispensary System) and non-transferable (which means that no User may transfer or assign the right to use the Dispensary System). The licence to use the Dispensary System may be terminated by Pharmacierge at any time. Pharmacierge may at its sole discretion decline to grant a licence to any person and reserves the right (after having given reasonable notice) to charge any User for access and use of the Dispensary System at any time.

2.3 Authority to use: You may not access the Dispensary System or be a User unless you are a Prescriber or Administrator.

2.4 Limited use: These Terms do not operate to authorise any person other than a User to use the Dispensary System. Each individual User confirms that:

2.4.1 the Practice has consented to the User using the Dispensary System provided to the Practice;

2.4.2 if the User is also a Prescriber, the User may lawfully issue medical prescriptions and create electronic prescriptions on the Dispensary System that they electronically sign (using their PIN and other security features in the Dispensary System) and send to Pharmacierge;

2.4.3 the User is duly authorised by the Practice to use the Dispensary System for a legitimate and lawful purpose;

2.4.4 the User shall only use the Dispensary System for the legitimate prescription purposes of the Practice (and shall not use it to gain any competitive advantage or insight or otherwise than for the purpose for which it is licensed); and

2.4.5 the User’s use of the Dispensary System is subject to these Terms.

3 Software updates

3.1 The User acknowledges that the licence granted by these Terms is in respect of a service which Pharmacierge may update from time to time.

3.2 Each User agrees to co-operate in testing and feedback processes run by Pharmacierge and acknowledges:

3.2.1 that the product, services, functions and interface offered by the Dispensary System may be amended at any time and without warning (although Pharmacierge agrees to endeavour to minimise interruption and to give notice of interruptions which are within its control); and

3.2.2 Pharmacierge may contact the User to request feedback or confirm a processed prescription or otherwise in connection with the User’s experience of the service.

4 Users’ obligations and accounts

4.1 Registration: Each User agrees to provide Pharmacierge and its agents with such information as they reasonably require in order to verify the identity of the User and (without imposing any obligation or liability on Pharmacierge to verify the accuracy of information purported to be provided by the User and / or Administrator apparently authorised by the User) to seek to validate actions apparently taken by the User. Each User specifically consents to the use of third-party verification systems by Pharmacierge (and that these may be used from time to time to continue to check aspects of the User’s registration). Pharmacierge may decline, suspend of withdraw the use of the Dispensary System from any User if it is unable to secure appropriate comfort in relation to any aspect of verification or other security or reliability checks or enquiries that it undertakes or if it has reason to believe that such checks may be declined, delayed or obstructed. Except to the extent required by law, Pharmacierge shall be under no obligation to make any disclosure of the results of any verification or other security or reliability checks or enquiries that it may make and shall not be obliged to give any explanation for any declination, suspension or withdrawal of use of the Dispensary System at any time.

4.2 Appointment of Administrators: In certain versions of the Dispensary System a User who is a Prescriber may appoint one or more Administrators, and such Administrators will have access to the same information as that to which the Prescriber has access using the Dispensary System. The Prescriber is responsible for all the actions taken by each Administrator appointed by the Prescriber and agrees to ensure that the Administrator adheres to these Terms and does not use the Dispensary System in a way that may breach or infringe any right or entitlement of any individual. A Prescriber may terminate the authorisation of an Administrator, however the Prescriber shall remain responsible and liable in respect of actions of the Administrator until the termination becomes effective.

4.3 Prescriber sharing: In certain versions of the Dispensary System a User who is a Prescriber may invite one or more other Prescribers to share their patient information, and such delegated Prescribers who accept such invitations will have access to the same information and have the same entitlements to prescribe for the patients whose information is so shared as the Prescriber who issued the invitation. If a Prescriber invites a duly authorised medical practitioner who is authorised to prescribe and sign prescriptions but who is not a User, to share their patient information, the Prescriber authorises Pharmacierge to contact the prospective prescriber and invite them to become a User of the Dispensary System. User acknowledges that termination of sharing with any delegated Prescriber may cause information that was previously available to other Users to cease to be available, and whilst certain information including name, address, telephone number, email and date of birth may continue to be available to Users after termination of sharing, it is each User’s responsibility to ensure the User has all necessary information to correctly use and or prescribe using the Dispensary System (and each User agrees that Pharmacierge has no liability for any failure by Users to have all such necessary information).

4.4 Information upload: User agrees to ensure that all information that the User loads (or is responsible for loading) in to any version of the Dispensary System is accurate and sufficiently complete to adhere to all relevant guidelines. Images of prescriptions may be loaded in to certain versions of the Dispensary System. The Dispensary System is designed to convert (if necessary) and store any such image as a PDF file: each User agrees that Pharmacierge has no liability for any failure to accurately and correctly convert any image file to PDF format and that it is the User’s responsibility to ensure the accuracy of each unloaded image accessed through or stored on the Dispensary System and, or when the uploaded image is of a prescription it is the Prescriber’s responsibility to ensure the accuracy of that prescription so that the Prescriber may subsequently validate and electronically sign the uploaded image of the prescription in the Dispensary System (using their PIN and other security features of the Dispensary System) and electronically send the prescription to Pharmacierge. Pharmacierge may remove, suspend or block access to any information or images that are notified to it as potentially being (or appear to it to be) inappropriate or unreliable, and User consents to Pharmacierge reviewing information and images on the Dispensary System for such purposes. User also agrees that Pharmacierge is under no obligation to undertake any such review and/or taking any action in relation to any information or image whether notified to Pharmacierge or not.

4.5 Disclosure of information: The appointment of an Administrator by a Prescriber or acceptance by delegated Prescribers of other Prescribers’ invitations to share information in certain versions of the Dispensary System results in the appointed Administrators or delegated Prescribers who accept the sharing invitations (and any Administrator(s) appointed by those delegated Prescribers) being permitted (i) to amend confidential and sensitive information (such as information relating to individual patients), and (ii) see shared information that has been input into the Dispensary System. During sharing of such confidential and sensitive information delegated Prescribers (who have accepted the invitations of sharing Prescribers), and their appointed Administrators, may add confidential and sensitive information that all who share the information may see. On termination of sharing, each Prescriber (and their appointed Administrators) will however only have access to what they added to the confidential and sensitive information whilst sharing, and will no longer see confidential and sensitive information added by other sharing Prescribers (or their appointed Administrators) which may previously have been accessible during the sharing period. Each User understands that Pharmacierge has no liability or responsibility for any information input to or otherwise made available via the Dispensary System (including information which may be (i) erroneous, corrupted or otherwise unreliable, and (ii) unavailable subsequent to the termination of sharing of confidential and sensitive information, whether input by the User or another User or otherwise generated or corrupted) and that it is the responsibility of each User to verify independently any information provided through the Dispensary System. Each User also understands that Pharmacierge has no liability or responsibility for any use made of any information obtained from the Dispensary System, and that Pharmacierge has not liability or responsibility resulting from inappropriate or improper disclosure of information as a result of any person’s use of the Dispensary System.

4.6 Sharing: Certain versions of the Dispensary System allows Users to share information stored on the Dispensary System with others (whether by email or other means). Pharmacierge assumes no liability or responsibility for any misuse of this function (including misuse following an account being hacked) or as a result of the inaccuracy of any information so shared. User accepts responsibility for ensuring that the Dispensary System is used only to share information to the extent permitted by law and that the information so shared is appropriate and accurate. The Dispensary System also allows Users to upload information to the Dispensary System by email and other means. Pharmacierge assumes no liability or responsibility for any misuse of this function (including misuse following an account being hacked) or as a result of the inaccuracy of any information so uploaded. User accepts responsibility for ensuring that information so uploaded is appropriate and accurate.

4.7 Uploading patient lists: Users may upload patient lists to certain versions of the Dispensary System. If this facility is available to a User, then instructions for uploading details are published in the Dispensary System. Each Practice and User is responsible for ensuring compliance with the instructions provided on the Dispensary System and adherence to applicable laws and regulations (including in particular, but without limiting the generality of this obligation, GDPR and privacy and medical regulations) and agrees to indemnify Pharmacierge in respect of any error in, or misuse of, data uploaded or introduced in to the Dispensary System or resulting from any subsequent modification or corruption of such data.

4.8 Access to equipment: In order to facilitate installation, maintenance and removal of the Dispensary System, each User agrees to give Pharmacierge access (by prior arrangement) at all reasonable times to all equipment on which the Dispensary System operates.

5 Proper usage and intellectual property rights etc.

5.1 Proper use only: Each User agrees to ensure that the Dispensary System to which it has access is not accessed or used by any person who is not properly authorised to have that access or use and that the Dispensary System is not used for any illegal, improper or inappropriate purpose (or, unless authorised by Pharmacierge, for any purpose for which it was not expressly designed). Each User warrants that any PIN (issued only to Prescribers and not to be disclosed to anyone under any circumstances), username password or other security feature provided to that User by Pharmacierge shall not be used by any person who is not lawfully entitled to, either create prescriptions or, where they are also a Prescriber, prescribe and electronically sign prescriptions and send them to Pharmacierge (and shall alert Pharmacierge if the User suspects that the integrity of any security system may have been compromised). The User will be responsible for any loss or damage caused by any misuse of the Dispensary System (including, without limitation, unauthorised local or remote use of any PIN, username or password or other access mechanism or any other User preventable interference or abuse).

5.2 Each Prescriber agrees that their chosen PIN acts as a unique identifier for the individual to whom that PIN was issued and that any communication validated by that PIN shall (unless Pharmacierge has previously acknowledged in writing that the PIN has been compromised and has issued an alternative PIN to the relevant Prescriber) be irrevocable and binding on that Prescriber (and the Prescriber agrees to accept responsibility for any reasonable action taken by Pharmacierge in reliance on the authenticity and security of that PIN);

5.3 Each User agrees not to use a PIN that was not issued to that User and each User also undertakes to indemnify Pharmacierge (and, if Pharmacierge so requires, any person to whom a PIN has been issued) in respect of any misuse of a PIN issued to them (each Administrator also agrees to indemnify Pharmacierge if the Administrator misuses a PIN issued to a Prescriber) and in respect of any other breach of this clause 5 by the User (or an Administrator appointed by the User or other person to whom powers are delegated by that User).

5.4 Prohibition of interference: Unless expressly authorised by Pharmacierge, each User agrees not to (and shall not permit any other person to):

5.4.1 copy, adapt, emulate, reverse engineer, decompile, disassemble or modify any part of the Dispensary System; or

5.4.2 introduce or design any code which may interfere or interact with, or interrupt or disrupt, the normal operating procedures of the Dispensary System (or which may impair the effectiveness or functionality of, or in any other way interferes with or abuses, the Dispensary System); or

5.4.3 seek to access without authority or expropriate or exploit any information related to or resulting from the use of any Dispensary System by any person.

5.5 No exploitation: Each User also agrees not to search for, publish or exploit, directly or otherwise, any loophole or code interrupt or otherwise seek to damage the Dispensary System, make it less efficient, or do anything that may reasonably be expected to affect the operation or security of any software or solution provided by Pharmacierge or to cause unreasonable inconvenience or disruption to Pharmacierge’s services or offence to Pharmacierge’s staff.

5.6 Notification: The Practice and each User agrees to notify Pharmacierge immediately upon becoming aware of any unauthorised or illegal use of the Dispensary System.

5.7 Practice procuration of User compliance: The Practice undertakes to procure that each User who accesses the Dispensary System in connection with providing services to the Practice adheres and complies with these Terms and undertakes to indemnify Pharmacierge (and any other User nominated by Pharmacierge) in respect of any loss suffered by Pharmacierge (or such other User) as a result of the Practice failing to procure compliance with an obligation in this clause 5.

5.8 Indemnity: Each User agrees to indemnify Pharmacierge in respect of any loss caused by the User’s breach of these Terms.

5.9 Discretionary use: Pharmacierge may modify, block or discontinue (permanently or temporarily) the provision of the Dispensary System (or any part of it) generally or to specific groups of Users or any particular User. In most cases, but not always, Pharmacierge will do this in order to update and enhance the Dispensary System or to ensure compliance with regulatory requirements. Pharmacierge has no responsibility to Users for any interruption to any services provided by it or in respect of any error or disruption caused by the use of the Dispensary System (other than in respect of personal injury or death to the extent, in each case, that Pharmacierge may not lawfully exclude liability).

5.10 Intellectual property: Nothing in the licence granted by or pursuant to these Terms operates to transfer any intellectual property rights (including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up, database rights and any applications for the protection or registration or these rights (and all renewals and extensions of any of these) existing in any part of the world whether now known or created in the future) from Pharmacierge to any person. Each User agrees that intellectual property in the Dispensary System and materials accessed by use of the Dispensary System is owned by Pharmacierge or its licensors, and agrees not to use any of those materials in a way that infringes the rights of any owner of intellectual property rights in them.

6 Support

6.1 Technical support: Subject to clause 6.2, Pharmacierge may provide technical support services to authorised Users of the Dispensary System during regular office hours (the times during which this support is available are available on request from Pharmacierge) to assist in providing corrections to technical faults with the Dispensary System. Where the Dispensary System is provided through a third-party provider, Pharmacierge recommends that Users contact the third party provider in the first instance.

6.2 Charges: Pharmacierge may charge Users on a time and materials basis at market rates in respect of support, maintenance or advice given by Pharmacierge.

6.3 Third party costs: Using services offered by the Dispensary System may incur communication and other costs for which Users are responsible.

7 Prescriptions

7.1 Previous prescriptions: The Dispensary System may present frequently or recently prescribed medicines. It is the User’s responsibility to ensure that the correct medicine is prescribed.

7.2 Interaction issues and automated alerts: As a convenience service in certain versions of the Dispensary System, the Dispensary System may review actual or proposed prescriptions and alert Users if it identifies interaction issues or to give guidance for recommended dosages (this may include medications in one or multiple prescriptions, but not custom medications added into the Dispensary System by the User that may not previously have been included in the Dispensary System database, but may not be relied on to include reviews of any other prescriptions or of prescriptions issued otherwise than by the individual Prescriber, so prescriptions issued by or for a delegated Prescriber should not be expected to be reviewed). Pharmacierge may use data provided by third parties (and may also give links to third party providers and sources) to assist with these services, and Pharmacierge assumes no liability of responsibility in relation to (i) the creation of an alert or notification, (ii) the content of any alert or notification, (iii) the content or accuracy of any webpage link provided by the Dispensary System, or (iv) the delivery (or failure of delivery) of an alert or notification to any particular User (or an Administrator appointed by a User, or to a Prescriber if the Prescription was created by an Administrator). User acknowledges and agrees that such alerts and notifications are provided as a “value add” free service provided by Pharmacierge as a part of the Dispensary System, but that Pharmacierge assumes no obligation or liability in relation to the service and that the User should not rely on the service and may not rely on the accuracy of any information provided or the absence of an notification to indicate that no such notification may or should have been produced, and User agrees to hold Pharmacierge harmless in respect of any loss that may be suffered as a result of reliance on any alert or notification (or the fact that no alert or notification was provided).

7.3 Fulfilment updates: The Dispensary System may provide updates to Users as to the progress of any prescription. This service is provided on an “as is” basis and should not be relied on but should be independently verified by the User.

7.4 Status of electronic prescriptions: Each User confirms that electronic prescriptions issued using the Dispensary System may be treated by Pharmacierge as having the same validity as a hard copy prescription properly signed by an appropriately qualified medical practitioner operating from the Practice.

7.5 Provision of original signed prescriptions: Although Users despatching prescriptions using the Dispensary System are not automatically required to furnish Pharmacierge with an original signed prescription, Users agree to do so if so requested by Pharmacierge (and Pharmacierge may decline to fulfil a prescription pending receipt of an original signed prescription following such a request). Pharmacierge does require that in respect of any prescription despatched by the User to Pharmacierge by fax or email and may require, in respect of any electronically signed electronic prescription (as distinct from original signed on hard copy prescriptions) despatched by the User to Pharmacierge through the secure online Pharmacierge prescription generation website or software or apps or API links embedded in any third party software or website, that the original signed on hard copy prescription is provided to Pharmacierge within 48 hours or any period governed by pharmacy regulation and, or notified by Pharmacierge.

7.6 Assurances: Each User agrees:

7.6.1 that if Pharmacierge so requests it shall within 48 hours of transmitting an electronic prescription (or, if later, 24 hours of Pharmacierge’s request) provide Pharmacierge with a printed copy of the relevant prescription duly signed by the User or another appropriately qualified medical practitioner in the Practice; and

7.6.2 if so requested by Pharmacierge, to procure that all (or any specifically identified) elements of the Dispensary System under that User’s direct or indirect control are (as in each case requested by Pharmacierge) removed, deleted or otherwise destroyed or (if so requested) made available for collection.

7.7 Medical qualification: Users represent and warrant that they and their Practices are lawfully entitled to issue prescriptions using the Dispensary System.

7.8 Right to decline: Users agree that Pharmacierge may decline to fulfil any prescription for any reason at any time.

7.9 VAT: Where applicable amounts charged by Pharmacierge will be subject to VAT.

7.10 Practice’s assurance: The Practice agrees to procure that all Users pay amounts that are properly invoiced by Pharmacierge and to indemnify Pharmacierge in respect of all consequential losses incurred as a result of any breach of these Terms by a User.

8 Liability

8.1 Security features: Subject to limitations imposed by any third party through whom the Dispensary System is made available, Pharmacierge is able to provide security features in certain versions of the Dispensary System to enable (a) the Practice and Prescriber to control who may be authorised by it or appointed by them as a User or Administrator, and (b) each authorised User to have a log-on username and password and if they are also a Prescriber a unique PIN. Each User is responsible for ensuring that these security features are properly implemented. Pharmacierge has no liability for loss or damage caused by a failure properly to implement the security features and each User agrees to indemnify Pharmacierge in respect of any usage of the Dispensary System resulting from a breach of security protocol, including the improper or unlawful issuance of any electronic prescriptions. Without assuming any obligation to do so, Pharmacierge may at its discretion require that secondary authorisation is obtained from any User (or, as Pharmacierge requires, the Practice) in respect of any prescription and may decline to fulfil the prescription pending receipt of the requested authorisation. The User agrees that Pharmacierge may undertake its own verification and authorises Pharmacierge to consult third party data sources to verify a User’s identity, integrity and other relevant personal information. The User agrees that whilst Pharmacierge may undertake due diligence checks in relation to Users, it is under no obligation to do so and any such checks it does are entirely for Pharmacierge’s own internal purposes and the User may not rely on Pharmacierge undertaking any such check.

8.2 User acknowledgements: Each User acknowledges and understands that:

8.2.1 Pharmacierge will not be responsible to the User or Practice for any losses, costs, or expenses that the User (or any third party) may suffer as a result of using or otherwise in connection with provision or receipt of the Dispensary System;

8.2.2 whilst Pharmacierge will take reasonable efforts to seek to avoid disruptions to equipment or software as a result of the proper installation and operation of the Dispensary System (whether due to incompatibility or other reasons), Pharmacierge has no liability in respect of any disruptions and Pharmacierge shall not be responsible or liable for any loss or damage or other consequence of any computer malfunction, conflict or software virus in any equipment and Pharmacierge may suspend use of the Dispensary System at any time for any reason;

8.2.3 the Dispensary System may be provided by or through a third party provided or hosted app, software or website and that Pharmacierge has no liability or obligation in respect of any service purported to be provided by, or default by, for any such third party;

8.2.4 the Dispensary System transmits electronic prescriptions over the Internet and public communications systems, and that these communications can be modified or corrupted by technical problems or hackers, and accordingly each User accepts responsibility and liability for any loss or damage or other consequences arising as a result of any modification or corruption of the electronic prescription during transmission over the Internet and communications systems which are not under Pharmacierge’s direct control; and

8.2.5 the limitations contained in this clause 8 are reasonable in the light of all the circumstances.

8.3 Consequential loss: Pharmacierge has no liability in respect of damages resulting from loss of or use, lost profits, loss of anticipated savings, nor for any damages that are an indirect or secondary consequence of any act or omission by Pharmacierge, whether such damages were reasonably foreseeable or actually foreseen. Pharmacierge’s total liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with these Terms and/or these Terms of Business by Pharmacierge’s negligence (or the negligence of Pharmacierge’s employees while acting in the course of their employment) (except in relation to death or personal injury which cannot be excluded by law) shall be limited to £10,000. For the purposes of this clause 8, references to Pharmacierge include, where Pharmacierge so elects, other companies that are members of the same group of companies as Pharmacierge and its and their respective employees, sub-contractors and suppliers (who shall then have all have the benefit of the limits and exclusions of liability set out in this clause). For the purposes of this clause “group” has the meaning attributed to it be section 1261 of the Companies Act 2006.

8.4 Pharmacierge liability: Pharmacierge accepts liability in respect of (and nothing in these Terms operates to exclude or limit liability for) (a) any written fraudulent misrepresentation made to a User by Pharmacierge; and (b) death or personal injury caused by Pharmacierge’s own negligence, (c) other liability which may not lawfully be excluded.

8.5 Waiver of liability: Each User expressly waives all (if any) rights which Users may, but for these Terms have, to seek compensation from Pharmacierge other than in respect of matters in respect of which Pharmacierge accepts liability as stated in paragraph 8.4.

9 Referrals, data protection and confidentiality

9.1 Referral Information: You confirm that you, each User and the Practice (as in each case appropriate) has patients’ consent to share patients’ contact and prescribing information with Pharmacierge in order firstly, to enable the provision of dispensing and delivery services such as those provided by Pharmacierge and secondly, in support of your, the Practice’s and Pharmacierge’s patients’ health and prescription management and to improve the Users’ or the Practice’s prescribing experience within the Dispensary System, to allow Pharmacierge to send automated invitations to patients (by email or mobile text messages, such messages containing your or the Practice’s recommendation of Pharmacierge dispensing services) and follow-up reminders (as necessary), enabling (in each case) patients to nominate Pharmacierge as their preferred pharmacy dispensing provider. User may also authorise Pharmacierge or the Dispensary System to deliver notifications to patients and third parties. User agrees that Pharmacierge may rely on such authorisation as confirmation that the User has the relevant data subject’s consent to issuing the notification and that such notification shall be lawful and appropriate.

9.2 Privacy law compliance: Pharmacierge and each User undertakes to comply with all applicable provisions of applicable data legislation including the provisions of the General Data Protection Regulation (GDPR) (EU) 2016/679, the Data Protection Act 1998 as updated from time to time and any related legislation to the extent they relate to business transacted pursuant to these Terms (each an "Applicable Privacy Law"). Each User agrees and accepts any privacy policy included on the www.pharmarcierge.com website as it is amended from time to time (the "Privacy Policy") (and each User agrees to check that website from time to time). You confirm that if the Practice or any User provides any personal data to Pharmacierge (or gives to Pharmacierge any personal data) (i) the Practice or (as the case may be) User is authorised to provide such personal data to Pharmacierge in accordance with usual prescribing practice to enable Pharmacierge to dispense the patients’ prescriptions, and (ii) Pharmacierge may (subject always to compliance with the Applicable Privacy Law and Privacy Policy) share that personal data with any other User of the Dispensary System and may also disclose the data (and the fact that it was provided by the User and/or Practice) to the relevant data subject. You agree to ensure that nothing you or any other User (or any person authorised or permitted by you or any other User) does or omits to do in connection with use of the Dispensary System will result in a breach of any Applicable Privacy Law of the Privacy Policy.

9.3 Confidentiality: Subject to the provisions of this clause 9, Pharmacierge and each User undertakes keep confidential (and procure that its affiliates keep confidential) all confidential information relating to one another or their respective businesses and dealings and shall use at least the same standard of care in relation to such information as if it were their own confidential information. Each User agrees to use additional care to ensure that information relating to Pharmacierge and the Dispensary System is maintained as confidential and is only disclosed to those of its partners, directors, officers and employees to whom disclosure is necessary for the purposes of the proper operation of the Dispensary System and will ensure that each of its directors, officers and staff to whom the information relating to the Dispensary System is disclosed complies with these Terms and refrains from disclosing such information to any other person. Each User agrees that it shall not permit the use of information relating to the Dispensary System to obtain a commercial advantage or to circumvent the interests of Pharmacierge or to obtain or provide a service in competition with the Dispensary System.

9.4 Permitted Disclosure: Pharmacierge agrees to treat as confidential all information which appears to be confidential and which it receives through the Dispensary System concerning the Practice and (unless a patient otherwise agrees) its patients. Pharmacierge may disclose information to pharmacists and others on a need to know basis for the purpose of the dispensing and delivering of prescriptions and complying with relevant regulations. Each User agrees to treat confidential information concerning Pharmacierge or the Dispensary System as strictly confidential, and agrees not to disclose such information except to professional staff who have a reasonable need to know that information or for complying with relevant regulations. Pharmacierge may offer services to patients by which each patient (or the patient’s legal guardian) may elect to have direct access to information relating to the patient, in these circumstances the parties agree that Pharmacierge may disclose that information.

9.5 Patient contact details: The User agrees to request contact details (comprising all or any of an email address, telephone number, home or office address or other means of communicating with the patient) from each patient for whom a prescription is despatched using the Dispensary System, and to explain to the User that those contact details may be used by Pharmacierge to contact the patient (or the patient’s guardian) in connection with delivery of the prescription and to invite the patient (or the patient’s guardian) to participate in other services offered by Pharmacierge, such as the ability to log in to the patient’s own secure area on a website hosted by Pharmacierge in which the patient is able to review information relating to his personal details (including, for example, preferred delivery and notification options). Entry of a patient’s contact details in to the Dispensary System constitutes a warranty from the User that the patient has agreed to this use of those contact details.

9.6 Notification of breach: Each User agrees promptly to notify Pharmacierge, and Pharmacierge agrees promptly to notify the Practice, upon becoming aware of any breach of confidence by any person to whom confidential information referred to in clause 9.4 is divulged and also agrees to give the party who is obliged or entitled to protect the information all reasonable assistance in connection with any proceedings which may be instituted in relation to that breach of confidence.

9.7 User details: As part of its security, authentication and identification process, Pharmacierge may collect information relating to the User and the User’s computer to validate the User’s identity. This is not intended to breach the User’s own data transmission guidelines. The User consents to the collection and use of this data by Pharmacierge.

9.8 Acceptance of policies: Each User and the Practice agree to adhere to the current terms and conditions and policies as published on the Dispensary System or Pharmacierge’s own website from time to time or which are promulgated by the General Pharmaceutical Council for Dispensing Medical Dental and Veterinary Prescriptions or any other competent regulatory organisation(and if there is a conflict, the provisions of statute shall take priority after which contractual terms stipulated by Pharmacierge shall have precedence).

10 Termination

10.1 Notice period: Pharmacierge or the Practice may terminate these Terms at any time by giving at least 30 days’ prior written notice to the other. References to termination these Terms are to be construed as a revocation by Pharmacierge of all licences granted by it to the relevant User(s) by or pursuant to these Terms.

10.2 Summary termination: Pharmacierge may terminate these Terms immediately on giving notice in writing to the Practice if a User:

10.2.1 commits any serious breach of any term of these Terms and, if capable of being remedied shall have failed within 30 days after the receipt of a written request from Pharmacierge to remedy the breach; or

10.2.2 permanently or temporarily discontinues the use of the Dispensary System.

10.3 Survival: Any termination of these Terms shall automatically terminate all licences granted in or pursuant to it, but shall not affect any person’s accrued rights or liabilities, or any provision which is expressed to survive the ending or termination of these Terms. The provisions of clauses 4 ("Users’ obligations"), 5 ("Proper usage and intellectual property rights etc."), 6.2 ("Support: charges"), 7 ("Prescriptions"), 8 ("Liability") and 9 ("Referrals, data protection and confidentiality"), shall remain in full force and effect after the termination of these Terms for any reason.

10.4 Post termination access: Following termination of these Terms, the Practice shall give Pharmacierge immediate access on request to all relevant premises under the control of a User to ensure that the provisions of clause 7.6.2 has been complied with.

11 General

11.1 Not an agency, partnership, etc.: Nothing in these Terms or the Terms of Business shall constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between you and us other than the contractual relationship expressly provided for in these Terms.

11.2 Assignment: These Terms are personal to the Practice and Pharmacierge and neither these Terms nor any rights, licences or obligations under it may be assigned without Pharmacierge’s prior written approval. To the extent permitted by law, Pharmacierge may assign, transfer or novate all or any of its rights under these Terms at will.

11.3 Promotion: Each User agrees that Pharmacierge may publicise the fact that the individual User and Practice are using the Dispensary System and may also (subject to respecting the confidentiality of each individual patient’s data) use data collected through the User’s and Practice’s usage of the Dispensary System for its own commercial purposes including (without limiting the generality of the permission granted by this clause) presenting data provided by the User or Practice to the User and Practice in such way as Pharmacierge considers to be beneficial.

11.4 Entire agreement: These Terms represents the entire agreement between you and us, and supersedes all and any prior agreements, arrangements and understandings between you and us relating to the same subject matter.

11.5 Notices: Any notice given in respect of these Terms shall be in writing and may be served personally, by registered or recorded delivery mail, or by email or facsimile transmission (confirmed by post). Each party’s address for the service of notice shall be its registered office address of other principal trading address. Notices on a User may be served on the Practice. A notice shall be deemed to have been served, if it was served in person at the time of service; if it was served by post 48 hours after it was posted; and if it was served by email or facsimile transmission, at 09.00 hrs on the first working day after the time of transmission.

11.6 Waiver: A failure by Pharmacierge to enforce (or a delay in enforcing) rights it has under these Terms shall not be a waiver of that term or of the right to enforce that terms (or any other provision).

11.7 Third parties: Pursuant to section 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999, without derogating from the application of clause 1.2 and subject always to clause 8.3, no term of these Terms may be enforced by anyone other than Pharmacierge and a User.

11.8 English law and jurisdiction: These Terms and any dispute or claim arising out of or in connection with them or these Terms or their formation or any matter related to them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 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 these Terms or its subject matter or formation (including non-contractual disputes or claims).