Pharmapod's

Pharmacy Terms of Service

PHARMAPOD’S TERMS OF SERVICE

These Terms of Service (together with the Order Form to which they are attached, the “Agreement”) are entered into as of the Effective Date listed on the Order Form, by and between Pharmapod Limited and the Customer listed on the Order Form. To the extent Customer uses the Service without specifically signing the Order Form, Customer hereby expressly accepts these Terms of Service and acknowledges that its use of the Services is subject to these Terms of Service in their entirety.

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Affiliate” means an entity which controls, is controlled by or is under common control with a party hereto, where “control” means the power to control the composition of the board of directors of the relevant party (whether by contract, corporate law or other means), or the possession of more than half of the voting equity share capital of the relevant party, or the ability to consolidate such company’s financial statements with those of such party in accordance with generally accepted accounting principles.

“Authorised Users” means those employees, agents and independent contractors of the Customer who are located either at the Customer’s site or a Pharmacy Store site (for which Pharmacy Store the Customer has purchased a unique Pharmacy Subscription), and who are authorised by the Customer to use the Service.
“Confidential Information” means all documentation, technical information, software, business information, feedback, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this contract. All information relating to the Service (including pricing) is the Confidential Information of Pharmapod.

“Consumer Application” means any consumer mobile or web application offered by Pharmapod from time to time that permits Patients to provide Personal Information and/or PHI to Customer as part of the Services.
“Customer” means the entity subscribing to the Service, as appears on the Order Form.

“Documentation” means the documents made available to Customer by Pharmapod including without limitation by Pharmapod online via www.Pharmapodhq.com or such other web address notified by Pharmapod.

“Effective Date” means the date appearing on the Order Form.

“Force Majeure Event” means without limitation events which are unpredictable, unforeseeable and beyond the parties’ reasonable control, such as any extremely severe weather, flood, landslide, earthquake, storm, lightning, fire, subsidence, epidemic, sabotage, acts of terrorism, outbreak of military hostilities (whether or not war is declared), riot, explosions, strikes or other labour unrest, civil disturbance, sabotage, expropriation by governmental authorities or other act or any event that is outside the reasonable control of the concerned party.

“Intellectual Property” means intellectual property rights in or related to the Service or the Software of any nature anywhere in the world whether registered, registerable or otherwise, including patents, trademarks, registered designs and domain names, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how, feedback, and any other intellectual property rights which subsist in computer software, computer programs, websites, whether registerable or not.

“Order Form” means (i) an order form duly executed by Pharmapod and Customer or (ii) a webpage, webform, application page, or other technology-mediated acknowledgement or acceptance executed by Customer, in each case ((i) and (ii)) setting forth the terms under which Customer has subscribed to one or more functions within the Service. In the event of conflict between these Terms of Service and the Order Form, these Terms of Service shall prevail.

“Patient” means a customer of a Pharmacy Store.

“Personal Information” or “PI” means any and all Personal Health Information and other information about identifiable individuals that is regulated by applicable laws and which may be used or disclosed by Pharmapod in the performance of its Service under this Agreement whether that data or information is in oral, visual or written form or is recorded in any other medium.

“Pharmacy Store” means a pharmacy store or healthcare clinic which the Customer owns and for which the Customer has purchased a unique Pharmacy Subscription.

“Pharmacy Subscription” means a Pharmacy Subscription purchased by the Customer pursuant to Clause 5 for an individual Pharmacy Store. Each Pharmacy Store with a paid up Pharmacy Subscription is entitled (through Authorised Users) to access and use the Service and the Documentation in accordance with this Agreement.

“Privacy Law” means, to the extent applicable to the provision of any Service under this Agreement, all privacy and data security laws, rules, and regulations of any applicable jurisdiction for the protection of PHI and Personal Information (both as defined herein), including any jurisdiction in which the Service is being provided or the PHI or Personal Information is being accessed, used, disclosed, created or stored and any jurisdiction from which the Pharmapod provides any of the Services.

“Protected Health Information” or “PHI” means personal health information as such term is defined in the Personal Health Information Protection Act (Ontario), as amended (“PHIPA”), collected, used, disclosed or inputted by the Customer, Authorised Users, or Pharmapod on the Customer’s behalf for the purpose of using the Service or facilitating the Customer’s use of the Service.

“Service” means the subscription service provided by Pharmapod to the Customer under this Agreement via www.pharmapodhq.com or any other website notified to the Customer from time to time, as more particularly described in the Documentation, which includes access to the Software, in each case subject to the terms and conditions in this Agreement, as described in the Order Form.

“Software” means the online software applications to which Customer is granted access by Pharmapod as part of the Service.

“Support Services” means the support services set out in Annex B.

“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and e-mail. “Including” shall be read as a term of enlargement (i.e. “including, without limitation”), not a term of limitation.

2. PHARMAPOD’S OBLIGATIONS

2.1 Pharmapod shall, during the term, provide the Service to the Customer on and subject to the terms of this Agreement and shall: (i) perform the Service with reasonable skill, care and diligence; and (ii) render the Service in compliance with applicable laws and regulations. Subject to the Customer purchasing the Pharmacy Subscriptions in accordance with Clause 5, the restrictions set out in Clause 3 and the other terms and conditions of this Agreement, Pharmapod hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Service and the Documentation during the term solely for the Customer’s internal business operations.

2.2 Pharmapod reserves the right to introduce new or enhanced features and functionalities to the Service.

2.3 Pharmapod shall provide Support Services in accordance with Annex B.

3. CUSTOMER’S OBLIGATIONS

3.1 Customer shall (i) provide Pharmapod with all necessary, timely co-operation and access in relation to this Agreement including relevant security access information and configuration service. In the event of any delays attributable to the Customer (and/or any Pharmacy Store), Pharmapod may adjust any agreed timetable or delivery schedule as reasonably necessary; (ii) comply with all applicable laws and regulations with respect to its activities under this Agreement including applicable Privacy Law; (iii) ensure that the Service is used in accordance with the terms and conditions of this Agreement and shall be responsible for any breach by Customer and/or Authorised Users and hold Pharmapod harmless for its acts or omissions as well as those of Authorised Users and its contractors and agents; (iv) obtain and shall maintain all necessary licences, consents, and permissions necessary for Pharmapod, its contractors and agents to perform their obligations under this Agreement; (v) ensure that its network and systems comply with specifications provided by Pharmapod and will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Pharmapod’s data centres and systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by traversing the internet.

3.2 Customer undertakes that each Authorised User shall keep a secure password for his or her account which password shall be treated as confidential. Customer shall not and shall procure that its Authorised Users shall not access, store, distribute or transmit any Virus, or any material during the course of its use of the Service that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other protected class; or any other illegal activity; or causes damage or injury to any person or property.

3.3 Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; (iii) access all or any part of the Service and Documentation in order to build a product or service which competes with the Service; (iv) use the Service to provide services to third parties; (v) subject to Clause 12.5, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Service (vi) otherwise make the Service available to any third party, or (vii) attempt to obtain, or assist third parties in obtaining access to the Service, other than as provided under this Clause 3.

3.4 Pharmapod reserves the right, without liability to Customer, to disable Customer’s or any Authorised Users access to any material that breaches the provisions of this clause or to suspend access to the Service for a breach of any term in this Agreement or Pharmapod’s Acceptable Use Policy (which is located at [URL] and is hereby incorporated into this Agreement by reference) in addition to any other rights Pharmapod has in law or equity. Without limiting the foregoing, Pharmapod reserves the right to unilaterally suspend or terminate Customer’s or any Pharmacy Store’s ability to send SMS or other mobile messages to Patients using information obtained through the Consumer Application (as applicable), in whole or in part, in the event that Pharmapod knows or reasonably suspects a violation of its Acceptable Use Policy or may result in a violation of any applicable law, and upon thirty (30) days’ notice, if there is any use of such SMS or other mobile messaging functions by Customer or any Pharmacy Store that is unreasonable in scope (as determined in Pharmapod’s sole discretion).

3.5 Customer shall be responsible to Pharmapod for the acts and omissions of Pharmacy Stores and Authorised Users as though they were the acts and omissions of the Customer. Customer shall defend and hold Pharmapod harmless against any claim, damages or liability arising from the acts or omissions of the Pharmacy Stores and Authorised Users and their respective subcontractors and agents which are not in compliance with this Agreement.

4. PERSONAL INFORMATION AND PHI

4.1 Customer shall have sole responsibility for ensuring that Customer has the right to disclose Personal Information and PHI for purposes consistent with Pharmapod obligations and rights hereunder, and in utilizing the Services and Customer is solely responsible for the reliability, integrity, accuracy and quality of such information. Customer hereby warrants and represents that it has the right to disclose PHI and Personal Information to Pharmapod (and its subcontractors) for the purposes contemplated by this Agreement.

4.2 In the event of any loss or damage to Personal Information or PHI, Pharmapod shall comply with Privacy Law and applicable data breach notification laws and will use all reasonable endeavours to restore the lost or damaged PHI and Personal Information from the latest daily back-up of such information maintained by Pharmapod. Pharmapod shall not be responsible for any loss, destruction, alteration or disclosure of Personal Information or PHI.

4.3 Pharmapod and Customer agree to comply with Privacy Laws as applicable to each, and in furtherance thereof, have entered into a privacy protection agreement, , which is attached hereto as Annex C (“Privacy Protection Agreement”).

4.4 Pharmapod will enter into a downstream privacy protection agreement with any third party or other agent, contractor or professional adviser to which PI will be disclosed to enable the third party to perform the Services. Such downstream privacy protection agreement will be at least as stringent as Pharmapod’s Privacy Protection Agreement with Customer. Customer acknowledges that the Service is provided on a software-as-a-service, hosted basis with such hosting provided by a third party hosting provider. Pharmapod’s current provider is Amazon Web Services (“AWS”), and Pharmapod has requested for the data hosting to be located in the EEA subject to the terms of the AWS terms of service: http://aws.amazon.com/agreement/.

4.5 Pharmapod shall defend Customer from all third party claims alleging any breach by Pharmapod, its employees, agents and/or sub-contractors of their obligations under this Clause 4. Pharmapod shall indemnify and hold harmless Customer from any amounts actually awarded by a competent court in a final, non-appealable judgment in respect of any claim so defended. Pharmapod’s indemnification above shall not cover Customer to the extent a claim is caused by Customer’s act or omission or is due to Pharmapod, its employees, agents and/or sub-contractors acting on the instructions of the Customer. Pharmapod’s obligation to indemnify is conditioned upon Customer giving Pharmapod prompt notice of the applicable claim, cooperating in the defence at Pharmapod’s request and expense, and not settling the applicable claim without Pharmapod’s prior written consent.

4.6 Pharmapod may create de-identified data such that it is no longer identifiable with an individual and may use such de-identified data for any purpose except as restricted by applicable laws.

5. FEES AND PAYMENT

5.1 Pharmapod will charge fees as set out in the Order Form and Customer shall pay the fees in accordance with the payment terms set out in Clause 5.3.

5.2 Subject to Clause 5.3, the Customer may, from time to time during the term, request to purchase additional Pharmacy Subscriptions or purchase other a la carte or separate add-on functionality in excess of the number of Pharmacy Subscriptions or other Services offerings set out in the Order Form and Pharmapod may grant access to the Service and the Documentation to such new Pharmacy Stores (as applicable) in accordance with the provisions of this Agreement.

5.3 The Customer shall, within thirty (30) days of the date of Pharmapod’s invoice, pay to Pharmapod all invoiced fees for all Pharmacy Subscriptions and other fees due and payable pursuant to any Order Form (such date, the “Due Date”). For clarity, if additional Pharmacy Subscriptions or other subscription-billed Serices are purchased by the Customer part way through a billing term (e.g. a monthly, quarterly or annual billing term), fees shall be pro-rated for the remainder of such billing term.

5.4 If Pharmapod has not received the full amount of any invoiced payment fifteen (15) days after the Due Date, and without prejudice to any other rights and remedies of Pharmapod, Pharmapod may, without liability to Customer, disable Customer’s and all Authorised User’s passwords, accounts and access to all or part of the Service and Pharmapod shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and interest shall accrue on a daily basis on such due amounts at a rate equal to the lower of (i) the highest rate permitted by applicable law, or (ii) 2% per annum above the prevailing base rate of the Bank of England commencing on the Due Date and continuing until fully paid, whether before or after judgment.

5.5 All amounts and fees stated or referred to in this Agreement: (i) shall be payable in such currency as set out in the Order Form; (ii) are non-cancellable and non-refundable under any circumstances (other than a termination of this Agreement by Pharmapod under Clause 10.2(v), after which Pharmapod shall refund pre-paid fees on a pro-rated basis for Services after the termination date); and (iii) are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to Pharmapod’s invoice(s) at the appropriate rate.

5.6 Pharmapod may continually audit, review and verify access Customer’s compliance with the terms of this Agreement, which shall include the right, upon prior written notice to Customer and at Pharmapod’s expense, to access such of Customer’s books, records, personnel, and facilities as are reasonably necessary to permit Pharmapod (or its third party designee) to verify Customer’s compliance with the terms of this Agreement. Customer shall maintain all applicable books and records during the term of this Agreement and for one year thereafter.

6. INTELLECTUAL PROPERTY

6.1 Customer acknowledges and agrees that Pharmapod and/or its licensors own all Intellectual Property in the Service, Software and the Documentation. Except as expressly stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service, Software or the Documentation. To the extent that any modifications or improvements to the Service, Software and/or the Documentation are carried out under or in connection with this Agreement, whether by Pharmapod alone or jointly with Customer, and whether based on ideas or suggestions from Customer, Pharmacy Stores, or Authorised Users, all Intellectual Property rights to such underlying ideas and in any resulting improvement or modifications shall be assigned to and shall vest with and be solely owned by Pharmapod.

6.2 Customer hereby grants to Pharmapod, at no charge, a non- exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Customer’s Intellectual Property rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the Services provided by or on behalf of Customer to Pharmapod, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Services or any other products or services.

6.3 Pharmapod shall defend Customer from all third party claims alleging that the use by the Customer of any intellectual property rights created by Pharmapod or provided for use by the Customer by Pharmapod in accordance with this Agreement infringes such third party’s registered intellectual property rights. Pharmapod shall indemnify and hold harmless Customer from any amounts actually awarded by a competent court in a final, non-appealable judgment in respect of any claim so defended. Pharmapod’s obligation to indemnify is conditioned upon Customer giving Pharmapod prompt notice of the applicable claim, cooperating in the defence at Pharmapod’s request and expense, and not settling the applicable claim without Pharmapod’s prior written consent. Notwithstanding anything to the contrary in this Agreement, Pharmapod shall have no obligations to Customer pursuant to this Clause with respect to any infringement or alleged infringement resulting or arising from (1) any modifications to the Services made by any person or entity other than Pharmapod that is not previously approved by Pharmapod, (2) any use of the Services by Customer or its Authorised Users beyond the scope of the express rights and licenses granted in this Agreement, (3) any use of the Services in combination with other service, software, hardware or data, or (4) Pharmapod’s compliance with Customer’s request for changes to the Services or with Customer’s designs, specifications or instructions.

6.4 In the event of any such third party claim or threat thereof, Pharmapod, at its sole option and expense, may (i) procure for Customer the right to continue to use the allegedly infringing Services, or (ii) replace or modify the Services with functionally equivalent software and/or Services. If neither subpart (i) nor (ii) of this paragraph is commercially reasonable or practical in the reasonable opinion of Pharmapod, Pharmapod may terminate this Agreement with respect to the allegedly infringing Services, and the license thereto granted hereunder, upon fifteen (15) days’ written notice to Customer. In the event of such termination, Pharmapod shall refund to Customer any portion of any fees paid to Pharmapod by Customer for use of the allegedly infringing Services following the date of such termination.

6.5 CLAUSE 6.3 STATES THE ENTIRE LIABILITY OF PHARMAPOD WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE SERVICES OR OTHERWISE, AND CUSTOMER HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF PHARMAPOD WITH RESPECT THERETO.

7. CONFIDENTIALITY

7.1 Each party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other party (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees and agents on a “need-to-know” basis, provided that such employees and agents execute a written agreement with materially the same terms and conditions as this Clause 7 and the Receiving Party remains ultimately liable for any breaches thereof. In the case of Pharmapod, it may make further disclosures to investors or potential investors subject to such investors being aware of and agreeing in writing comply with the terms equivalent to the terms of this Clause 7.

7.2 The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in Clause 7.3.

7.3 This Clause 7 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).

8. WARRANTIES; DISCLAIMERS; INDEMNITY

8.1 Customer warrants that the PHI, Personal Information, material, content or links provided to Pharmapod by or on behalf of Customer: (i) are owned by Customer or are provided with the express consent from the individual to whom the PHI or Personal Information relates and the third party, as applicable, holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Privacy Law and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

8.2 Other than with respect to the express warranties set forth herein, the Service provided by Pharmapod is provided “AS IS” and all implied warranties, including those of non-infringement, merchantability and fitness for a particular purpose, are hereby disclaimed and excluded by Pharmapod. Customer is solely responsible for determining the suitability of the Service for its use in light of any applicable regulations and in compliance with applicable Privacy Law. Customer assumes sole responsibility for results obtained from the use of the Service and the Documentation by the Customer, and for conclusions drawn from such use. Pharmapod shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Pharmapod by the Customer in connection with the Service, or any actions taken by Pharmapod at the Customer’s direction. Without limiting the foregoing, with respect to any Consumer Application, Customer acknowledges and agrees that (i) Pharmapod does not provide medical or legal advice; (ii) Patient information provided through any Consumer Application is self-reported only and Pharmapod disclaims any responsibility as to the accuracy or completeness of such information; (iii) Customer is solely responsible for determining which information to collect from Patients (for example, vis-à-vis Customer’s own requirements or any requirements under applicable law, rule, ordinance, or other standard)

8.3 The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Pharmapod is not responsible for any delays, delivery failures, or other damage resulting from such problems, and Customer hereby releases Pharmapod from any and all claims of causes of action arising from any of the foregoing.

8.4 Customer agrees to indemnify and shall keep Pharmapod fully and effectively indemnified from all direct losses, claims, defence costs (including reasonable legal fees and expenses), fines, agreed settlements (out of court or otherwise) and finally awarded judgments arising out of claims by third parties, including by Patients, arising out of or in connection with any act or omission of Customer or any breach by Customer of this Agreement.

9. LIMITATION OF LIABILITY

9.1 Nothing in these terms and conditions will limit or exclude any liability in a way that is not permitted under applicable law.

9.2 Subject to Clause 9.4, neither party will have any liability to the other party for any indirect, special, incidental, punitive or consequential loss including loss of profits, loss of business, depletion of goodwill or reputation and/or similar losses or loss or corruption of data or information, or pure economic loss, however caused under any theory of liability whether or not such party has been advised of the possibility of such.

9.3 Subject to Clause 9.4, each party’s total aggregate liability arising out of or related to this Agreement or the Service or any third party services under any theory of law (including liability for negligence or breach of statutory duty) shall not exceed the lesser of (i) the aggregate amount of fees paid by Customer to Pharmapod under this Agreement during the twelve (12) month period to the date on which the event giving rise to the liability occurred, and (ii) one hundred and fifty thousand pounds (£150,000).

9.4 Clauses 9.2 and 9.3 shall not apply to either party’s indemnification obligations under this Agreement, with respect to any breach of Clauses 3.1(ii), 3.3, 4.1, or 7, or with respect to any fraudulent misrepresentation.

9.5 Each party acknowledges and agrees that the terms in this Clause 9 are an essential basis of the bargain described in this Agreement. THE LIMITATIONS IN THIS CLAUSE 9 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

10. TERM AND TERMINATION

10.1 This Agreement shall, unless otherwise terminated as provided hereunder, come into force on the Effective Date and shall continue for the term as set out in the Order Form. This Agreement can be extended upon the prior written agreement of the parties.

10.2 Without prejudice to any other rights or remedies to which the parties may be entitled, this Agreement may be terminated by either party as follows: (i) on thirty (30) days written notice to the other if the other has committed an irremediable material breach of this Agreement, specifying the nature of such breach. In the case of any invoiced amount being overdue, Pharmapod may terminate where Customer fails to pay having been given twenty (20) days written notice to pay. Such twenty (20) days is in addition to the fifteen (15) days referred to in Clause 5.4; (ii) with immediate effect by notice in writing if the other has committed a remediable material breach or wilful and repeated non-material breaches and fails to remedy the same within thirty (30) days of receipt from the other of a notice clearly identifying the nature of the breach(es) and requiring such breach(es) to be rectified; (iii) with immediate effect by notice in writing if any Force Majeure Event prevents the performance of the whole or a substantial part of the other party’s obligations for a continuous period of thirty (30) days after the date on which it should have been performed; or (iv) with immediate effect by notice in writing if the other should become insolvent or otherwise unable to pay its debts as and when they fall due, should have appointed to it a liquidator, receiver or administrator, should enter into an arrangement with its creditors or have presented against it a petition for its winding up other than for the purposes of effecting a solvent reorganisation which it does not promptly apply to have set aside, or be ordered to be wound up or liquidated or for any other reason cease or threaten to cease trading or business; or (v) from the beginning of month 14 (calculated from the Effective Date onwards), at any time by providing sixty (60) days’ written notice to terminate.

10.3 On termination of this Agreement: (i) all licences granted under this Agreement and all right to access the Service shall immediately terminate; (ii) each party shall return and make no further use of any Documentation, Confidential Information, and other items (and all copies of them) belonging to the other party; (iii) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; (iv) Pharmapod may destroy or otherwise dispose of any PHI in accordance with the terms of the Privacy Protection Agreement and may dispose of or destroy and Personal Information in accordance with Privacy Law unless Pharmapod receives, no later than twenty eight (28) days after the effective date of the termination of this Agreement, a written request for the delivery to Customer of the then most recent back-up of Personal Information. Pharmapod shall at Customer’s cost, deliver the back-up within thirty (30) days of the request, provided that Customer, at that time, is up to date with all fees and charges due.

11. FORCE MAJEURE

11.1 Except with respect to the obligation to pay fees in full when due, neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. If either party is prevented or delayed in performing its obligations due to a Force Majeure Event for a period in excess of thirty (30) days the other party may terminate this Agreement in accordance with Clause 10.2(iii).

12. MISCELLANEOUS

12.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

12.2 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12.3 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. Pharmapod objects to, and is not bound by, any term or condition that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, that differs from or adds to this Agreement unless specifically agreed to in a signed writing by an authorized officer of Pharmapod. Any proposal, purchase order, attempted acknowledgment of an invoice or similar document containing terms inconsistent with, or in addition to, these terms shall not be binding, and is expressly rejected.

12.4 Each party represents and undertakes that it is entering this Agreement as principal and not as agent for any other party.

12.5 Neither party shall assign, sub-contract or transfer any interest, obligation or right in or under this agreement without the other’s prior written consent, save that the Customer may transfer this agreement or any right or obligation in or under it to any of its Affiliates and Pharmapod may transfer this Agreement or any right or obligation to any entity that acquires Pharmapod by purchase of stock or by merger or otherwise, or by obtaining substantially all of Pharmapod’s assets. Pharmapod may appoint sub-contractors and Pharmapod shall be responsible for all the acts and omissions of its sub-contractors as if Pharmapod had itself carried out the acts and omissions.

12.6 Pharmapod shall not advertise or make any announcement about this Agreement without the Customer’s prior written consent, and Pharmapod will not use the name, logo or other trademarks of the Customer for external advertising or publicity purposes without the Customer’s prior written consent.

12.7 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

12.8 Any notice required to be given under this Agreement shall be in writing and sent to the other party by pre-paid special or recorded delivery at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

12.9 This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of the Province of Ontario, excluding its conflict of laws provisions. The parties hereby submit to the jurisdiction and venue of the state and federal courts located in the Province of Ontario for purposes of all legal proceedings arising out of or relating to this Agreement. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The parties agree and acknowledge that all rights to a trial by jury are hereby irrevocably waived.

12.10 Both parties shall, and shall procure that their agents, directors, employees, officers and subcontractors shall, (i) comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption; (ii) not engage in any form of bribery, corruption, extortion or embezzlement, or other unlawful conduct; and (iii) have, maintain and enforce throughout the term of supply, its own policies and procedures to ensure compliance with the anti-bribery laws.

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