CloudRx Ltd Prescribers Terms and Condition

2. General

2.1    These Terms and Conditions apply to the Prescriber’s use of the Online Prescribing System and the provision by CloudRx of Dispensing Services to Patients.

2.2    We may change these Terms & Conditions from time to time. Any changes made will be published within the Online Prescribing System.

2.3    We may transfer Our rights and obligations under these terms and conditions to another organisation. This will not affect Your rights or the obligations owed to You.

2.4    This contract is between You and Us. No other person shall have any rights to enforce any of its terms.

2.5    Each of the paragraphs of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

2.6    These terms and conditions are governed by English Law

3. Prescriber Warranties, Undertakings and Obligations

3.1    The Prescriber will have prescriptions produced for Patients dispensed at the CloudRx Pharmacy. All prescriptions for dispensing by the CloudRx Pharmacy will be electronic and digitally signed prescriptions created on CloudRx’s Online Prescribing System.

3.2    The Prescriber will ensure that the Patient understands that any prescriptions issued for the Patient will be dispensed by the CloudRx Pharmacy and will be created using the Online Prescribing System, and will further ensure that the Patient consents to this and the fact that data pertaining to the Patient and their treatment will be transferred to and processed by both CloudRx and the CloudRx Pharmacy for the purposes of seeking payment for and dispensing the prescription and maintaining records of that activity

3.3    The Prescriber who authorises the prescription on the Online Prescribing System warrants that they are legally qualified to authorise the supply of Prescription Only Medicines in the UK.

3.4    The Prescriber warrants that their provision of the Consultation Services and any prescribing fully complies with all relevant applicable laws, regulations and ethical guidance, in particular but not limited to:

3.4.1    Prescribers shall act in accordance with the General Medical Councils guidance “Good Medical Practice” (https://www.gmc-uk.org/ethical-guidance/ethical-guidance-for-doctors/good-medical-practice)

3.4.2    Prescribers shall prescribe in accordance with the General Medical Councils guidance “Good Practice in prescribing and managing medicines and devices” (https://www.gmc-uk.org/ethical-guidance/ethical-guidance-for-doctors/prescribing-and-managing-medicines-and-devices )

3.4.3    Treatments prescribed shall be consistent with current guidance in the British National Formulary and from the National Institute for Health and Clinical Excellence (NICE).

3.5    The Prescriber warrants that, in accordance with section 4.2 of the General Pharmaceutical Council April 2019 guidance “Guidance for registered pharmacies providing pharmacy services at a distance, including on the internet” (https://www.pharmacyregulation.org/sites/default/files/document/guidance_for_registered_pharmacies_providing_pharmacy_services_at_a_distance_including_on_the_internet_april_2019.pdf ), they have robust processes in operation to check the identity of the Patient to make sure the medicines prescribed go to the right person.

3.6    On completion of appropriate checks on the status of the Prescriber, CloudRx shall issue a username and password to appropriately qualified and registered Prescribers for use within CloudRx’s Online Prescribing System. The Prescriber will keep their username and password secret to themselves and shall be liable and responsible to the full extent permitted by the law for any consequences resulting from any breach of the secrecy of the username and password.

3.7    Prescribers will indicate within the Online Prescribing System any affiliate fee which they wish to claim for the arrangement of the Dispensing Services for the Patient by the Prescriber (“Prescriber Fee”). The Prescriber Fee will only be due to the Prescriber when the Patient has both paid for and received delivery of the prescribed medication.

3.8    Prescribers will not, or attempt to, copy or reverse engineer or in any other way replicate the Online Prescribing System, or facilitate that it be copied or reverse engineered or in any other way replicated by another party or share any content or processes or screens from the Online Prescribing System with any other party for such a purpose.

4. CloudRx Warranties, Undertakings and Obligations

4.1    CloudRx warrant and will ensure with all due care and attention that

• The CloudRx Pharmacy is duly licensed, duly organized and in good standing under English laws and are sufficiently staffed with professional personnel.
• The products dispensed by the CloudRx Pharmacy are of GMP-quality and are dispensed on a valid medical prescription only in strict and full compliance with all applicable English laws.
• All products dispensed are supplied with English patient information leaflets.
• Its pharmacists will monitor the dispensing of prescription medication so as to professionally ensure the safety and appropriateness of supply.

4.2    the CloudRx Pharmacy will dispense the Patients’ prescriptions, dispatch the medicines to the patients’ chosen delivery addresses and provide order tracking data to the Patient that can be used to track that delivery until it is signed for at the delivery address.

4.3    the CloudRx Pharmacy will use all reasonable endeavours to dispatch 95% of all prescriptions received by 4pm on the same day the prescription is received at the CloudRx Pharmacy.

5. Payment and Payment Terms

5.1    Patients will pay CloudRx for the full value of the medicines dispensed and any associated costs with delivery of these medicines.

5.2    The value of prescription medicines and delivery costs will be displayed to the Prescriber within the Online Prescribing System. These prices will be subject to change from time to time.

5.3    CloudRx will collect from the Patient any Prescriber Fee.

5.4    Each calendar month after the Commencement Date, should any Prescriber Fee have been collected by CloudRx for the Prescriber, CloudRx shall provide the Prescriber with the details of any Prescriber Fee collected via the Online Prescribing System and transfer the Prescriber Fees to the Prescriber within 30 days off the end of the month in which the Prescriber Fee was collected.

6. Calculation of Payment/Right to audit

6.1    Each party shall co-operate with the other to ensure the correct calculation of the transfer due to the Prescriber in accordance with 5.4. CloudRx shall ensure that it keeps its own full and accurate records of all prescription items it dispenses and delivers to Patients.

6.2    CloudRx shall allow the Prescriber or its authorised representative at all reasonable times (whether this Agreement be terminated or not) to inspect copies of such records. The Prescriber may require a certified copy of such records from CloudRx external auditors confirming their completeness and accuracy. In the event that the Prescriber do require such a certified copy from CloudRx’s external auditors then (a) in the event that such investigation discloses an underpayment to the Prescriber of more than 3% then CloudRx shall pay the costs associated with obtaining such certificate; whereas (b) in the event that such investigation discloses that the payments were correct or the Prescriber was underpaid by no more than 3% then the Prescriber shall pay the costs associated with obtaining such certificate.

7. Indemnity

7.1    1 CloudRx are not liable for shipping, exportation and importation of the products after these have been dispensed by the CloudRx Pharmacy and have been despatched, including any claims that could arise from importation by Patients, such as governmental levies and taxes, importation duties or the subsequent loss of any shipment through seizure at customs.

7.2    The Prescriber shall indemnify CloudRx and the CloudRx Pharmacy against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by CloudRx arising out of or in connection with:

• any breach of the warranties contained in clause 3;
• any act, neglect or default giving rise to a breach of this agreement

8. Confidentiality

8.1    The Prescriber undertakes that it will treat as confidential all information, intellectual property and know how obtained as a result of entering into or performing this agreement which relates to the provisions or subject matter of this agreement; and that it will not replicate, distribute or disclose any such information to any other person. or subject matter of this agreement; and that it will not replicate, distribute or disclose any such information to any other person.

8.2    Notwithstanding Clauses 8.1 a party may disclose any information:

• if and to the extent required by law;
• if and to the extent required by law;
• to its professional advisers, auditors and bankers (subject to a duty of confidentiality);
• if and to the extent the information has come into the public domain through no fault of that party;
• if and to the extent necessary for it to carry out effective marketing and business operations as anticipated pursuant to this Agreement;

9. Terms of use, Privacy and Security

9.1    For information pertaining to the usage of data provided online, please refer to the Terms of use, Privacy and Data Security Policies

10. Remedies and Waivers

10.1    No delay or omission by any party in exercising any right, power or remedy provided by law or under this agreement shall affect that right, power or remedy or operate as a waiver of it.

10.2    The single or partial exercise of any right, power or remedy provided by law or under this agreement shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

11. No Partnership

11.1    Nothing in this agreement and no action taken by the parties under this agreement shall constitute a partnership, association, joint venture or other co-operative entity between any of the parties.

12. Dispute Resolution

12.1    If any dispute (‘Dispute’) arises related to this Agreement or any transaction governed by this Agreement then the parties agree to follow a dispute resolution escalation procedure as set out below:

• Either Party shall notify the other of any dispute howsoever arising, in writing
• All negotiations connected with the dispute shall be conducted in strictest confidence and without prejudice to the rights of the parties in any future legal proceedings
• Senior executives of both parties, vested with authority to settle the Dispute, will discuss matters and attempt in good faith to resolve it. The discussions will be held within 10 working days of notification at the request of either party.

12.2    For the avoidance of doubt, the commencement of this dispute resolution process will not prevent the parties from commencing or continuing court proceedings including for the purposes of seeking emergency and/or injunctive relief and nothing arising from such dispute resolution process will be admissible in any litigation.

13. Force Majeure

13.1    No party will be liable to the other for any delay or non-performance of its obligations under this Agreement, arising from any cause or causes beyond its reasonable control including without limitation any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or failure of supply of medicines from pharmaceutical wholesalers or manufacturers.