By registering on this website and using its functions, you agree to the following:

 

 

"You" or "your" refers to yourself acting in your role as a Healthcare Professional. 

"We" or "our" or "us" refers to Voyager Medical Ltd registered in England and Wales 10060958, registered office at 107 The Quant 6 Church Hill, London, England, E17 3AG, as the company administering the operation of the website: hubnet.io.

GPhC Pharmacy Superintendents or CQC Responsible Person(s) (RP), wanting to implement the HubNet.io services within their pharmacy or clinic group must read / fully agree to the health professional terms and conditions listed in this document and agree to its content.

• The Superintendent or RP must understand that the role of the Health Professional and the Superintendent or RP are inextricably linked and by agreeing to this document, the corporation officially recognises that all decisions and processes pertaining to medicinal products must be under the control of the Superintendent or RP and that the healthcare prefessional is accountable and that both accept this responsibility. In addition, it is the Superintendents’ or RPs' responsibility to ensure that the members of the corporation are aware of and understand Superintendent/RP responsibilities in relation to HubNet.io service provision.
• The Superintendent or RP must ensure that the management and administration of the sale and supply of medicinal products is from a GPhC registered retail pharmacy or CQC business within their remit and provision is firmly under the control of a GPhC or CQC registered, senior healthcare profesisonal with a defined minimum level of experience (as per GPhC or CQC current guidance).
• The Superintendent or RP must have a succession plan in place. Voyager Medical Ltd must be notified within 30 days of any Superintendent or RP succession. 
• The Superintendents or RP have overall responsibility for ensuring that ethical and appropriate policies and procedures (including training resources and Standard Operating Procedures) are relevant to practice, in place and implemented within their organisation in order to achieve full compliance with such legislation and to govern every aspect of the sale and supply of medicinal products. They must promote the rational and safe use of medicines in the interests of patients and the public and ensure that the appropriate assessment, information and advice are made available for each individual patient. If mandatory requirements are not met by the superintendent, they may be held accountable for any negative repercussions.
• The Superintendent or RP must make sure all professional activities undertaken by themselves or under their control are covered by adequate professional indemnity cover.
• The Superintendent or RP must ensure that clinicians under their remit have adequate record-keeping mechanisms, as to ensure records are accurate, up to date, confidential and accessible.
• The Superintendent or RP must be satisfied that any advertising and promotional activity for service provision via HubNet is legal, decent and truthful and complies with appropriate advertising codes of practice.
• The Superintendent or RP must ensure every pharmacy must have a robust complaints system in place in the interest of patients and the public. A patient or member of the public may be dissatisfied or concerned with the treatment they have received in a pharmacy, or with the behaviour, conduct, practice or health of a particular pharmacist.
• The Superintendent or RP must ensure that pharmacists under their remit have a method of recording incidents that is accessible and that any clinical incidents are recorded and take appropriate action where necessary. Clinical audits must be conducted to ensure that risks to patients, the public and others are minimised.

• The Superintendent or RP recognises that we work with selected partners, as such we reserve the right to contact any user enetered on our system about any new promotional offers or news items which maybe relevant from third parties.

• In the case that multiple Superintendents work within a single organisation comprising of other pharmacy legal entities, one Superintendent must be elected to be responsible for the clinical governance associated with all pharmacies registered within the HubNet.io.

• The Superintendent or RP understand that by registering an account on HubNet.io and using our services, that persmission is granted to use your company logo on the "Proudly used by" section of the HubNet.io.

We serve Patient Group Directions authorised by Third Space Medical through our website HubNet.io. You wish to register with HubNet.io to undertake training and assessment with a view to obtaining authorised Patient Group Directions. This will operate under the terms of this Agreement. 

 

• "Commencement Date" means the date of your registration and use of our service.
• "Healthcare Professional" refers to a pharmacist or a nurse. 
• "Linked organisation" refers to organisation(s) registered with us by a superintendent Healthcare Professional or Healthcare Professional owner where the superintendent Healthcare Professional or owner Healthcare Professional has agreed to your use of rights.
• "Patient group direction(s) (PGD(s))" refers to directions written by the authorised doctor and Healthcare Professional of the Third Space Medical in compliance with the relevant modifications to the provisions in and under the Medicines Act 1968 for the supply of specified medicine by Healthcare Professionals to patients at pharmacy premises, or other premises if an appropriate assessment is successfully completed. 
• "Paid outright PGD" refers to a type of PGD which allows the user to pay for PGD rights lasting 12 months for a once only, annual fee. 
• "Pharmacist" means your manager and or your employee and or your locum and or your relief pharmacist using our PGD.
• "Pharmacist owner" means a GPhC registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies as a sole trader or in partnership. 
• "Pharmacy or pharmacies" means a GPhC registered premises providing dispensing service. 
• "HubNet.io" refers to our website hubnet.io.
• "RAF" means Risk Assessment Form - a form used to record PGD authorised consultations. 
• "PMR" means Patient Medical Record - a computer system used to record patient medical histories.
• "Right(s)" refers to an entitlement we confer on you or your Healthcare Professionals to supply medicine(s) to patients using patient group directions for a specified period which unless otherwise stated is twelve months from the commencement date. 
• "Superintendent Pharmacist" means a GPhC registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies owned by a corporate body. 
• "Patient(s)" refers to any of your customers who you refer to Voyager Medical and who subsequently order and pay for medication through the use of an authorised PGD.
• "Termination date" means the date twelve months after the commencement date "User(s)" means Superintendent pharmacist(s), Pharmacist(s) or nurse(s). 

 

1.1.1  We warrant that PGDs supplied by us have been co-authored and authorised by the medical team of Third Space Medical, a company registered with the Care Quality Commission and comply with all regulatory requirements.

 

1.1.2  We warrant that we will update our PGDs as and when best practice guidelines change and that we will review, audit and update if necessary each PGD annually.

 

1.1.3  We warrant that we will inform you via our online messaging system of any amendments we make to our PGDs and make the revised PGDs available for you or your users to download online from HubNet.io

 

1.1.4  We undertake to give you 20 working days' notice prior to the termination date to remind you of your PGD's expiry.

 

 

You warrant that you will carry out any work under your PGD rights strictly in accordance with the clinical guidance set out in each individual PGD and training resources provided by us. Furthermore: 

 

1.2.1  You warrant that you will only use our PGDs in GPhC or CQC registered premises which meet best practice standards for the service you will carry out.

 

1.2.2  You warrant that PGD consultations will take place in consultation rooms complying with the standards set for Advanced Services. 

 

1.2.3  You warrant that medication is supplied, labelled and recorded in accordance with our PGD instructions.

 

1.2.4  You warrant that you have adequate liability insurance in place to cover all work carried out by you and or your users under our PGDs.

 

1.2.5  You warrant that you will carry out services as per the associated training provided, in line with the most up to date best practice guidance, including a minimum of 20 hours of basic vaccination training as per HPA guidance and mandatory CPR and Anaphylaxis certification every two years.

 

1.2.6  You warrant that you will complete a RAF for each PGD consultation and that this form will be kept for a total of eight years.

 

1.2.7  You warrant that you will allow Voyager Medical Ltd access to your pharmacy to audit your PGD use, and access to all completed RAFs upon request.

 

1.2.8  You warrant you will inform us of any change in your GPhC registration details within 5 working days of any such change.

 

1.2.9  You warrant you will inform us of any change in your circumstances including significant illness or disciplinary matters where these could be reasonably considered to affect your ability to ensure your responsibilities under the terms of this agreement. 

 

1.2.10  You warrant that you have permission from your Superintendent Pharmacist or CQC Responsible Person to carry our PGD authorised services within your premises.

 

1.2.11 You warrant your subscribed email address to be used as a means of clinical and marketing updates.

 

 

1.3.1  Breach of any of your warranties, undertakings and obligations under clause 1.2 above, will invalidate your PGD rights under the terms of this agreement. In this event, we will automatically withdraw your rights without further notice and you are required to stop the use of our PGDs.

 

1.3.2  Irrespective of clause 1.2, we reserve the right to terminate your PGD rights at our discretion by informing you by email and/or letter and you are required to stop the use of your PGD's.

 

1.4  Liability 

 

1.4.1 In the event of a breach by you of any of your warranties, undertakings and obligations, we shall not be held liable for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

 

 

1.5.1  Refunds will be paid on request for periods of unexpired rights if for reasons within our control, our PGDs become unfit for purpose. Refunds will be calculated on a pro rata basis.

 

1.5.2  No refunds will be paid for periods of PGD unexpired rights no longer being used or no longer required.

 

1.6  Calculation of Payment and Right to audit 

 

1.6.1  Each party shall co-operate with the other to ensure the correct calculation of payment due to you in accordance with 1.5.1 and 1.5.2. You shall ensure that you keep your own full and accurate records of all prescription items you dispenses for the patients. We shall ensure that we keeps our own full and accurate records of all prescriptions written for patients referred to us by you. 

 

1.6.2  You shall allow us or our authorised representative at all reasonable times (whether this Agreement be terminated or not) to inspect copies of such records. We may require a certified copy of such records from your external auditors confirming their completeness and accuracy. In the event that we do require such a certified copy from your external auditors then (a) in the event that such investigation discloses an overpayment to you of more than 3% then you shall pay the costs associated with obtaining such certificate; whereas (b) in the event that such investigation discloses that the payments were correct or you was overpaid by no more than 3% then we shall pay the costs associated with obtaining such certificate.

 

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

We offer online medical consultations through our websites HubNet.io and voyagerhealth.co.uk. You wish to register your pharmacy with us to allow your customers to access our doctor consultation services with a view to them obtaining a private prescription to be dispensed by you. This will operate under the terms of this part of this Agreement.

 

• "Commencement Date" means the date of your registration
• "Superintendent Pharmacist" means a GPhC registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies owned by a corporate body.
• "Pharmacist owner" means a GPhC registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies as a sole trader or in partnership.
• "Pharmacy" or "pharmacies" means a GPhC registered premises providing dispensing service.
• "Register" refers to your completing an online registration form and accepting terms and conditions. 
• "Patient(s)" refers to any of your customers who you refer to Voyager Medical and who subsequently order and pay for medication through Voyager Medical.
• "HubNet.io" refers to our website www.hubnet.io.
• "Voyagerhealth.co.uk" refers to our website www.voyagerhealth.co.uk.
• "Voyager Medical" refers to a trading name of Voyager Medical Ltd.

 

This Agreement shall be effective from the Commencement date and will automatically continue unless terminated by;

 

2.1.1  Us or you giving not less than one month's written notice of termination to the other; or in accordance with the remainder of this clause.

 

2.1.2  This Agreement may be terminated forthwith by written notice:

 

2.1.2.1  by us on giving written notice to you if you commit any material breach of this Agreement if such breach, if it is capable of being remedied, has not been remedied within 30 days of our written request to do so.

 

2.1.2.2  by you on giving written notice to us if we commit any material breach of this Agreement if such breach, if it is capable of being remedied, has not been remedied within 30 days of your written request to do so,

 

2.1.2.3  by you to us or by us to you if:

 

2.1.2.3.a.  the other party is unable to pay our debts (within the meaning of Section 123 or 269 of the Insolvency Act 1996 as appropriate) or ceases to trade or compounds with our creditors;

 

2.1.2.3.b.  a receiver or administrative receiver is appointed in respect of any of the other party's assets;

 

2.1.2.3.c.  a petition for an administration order is presented or made in relation to the other

 

2.1.2.3.d.  a resolution or petition or order to wind up the other party is passed or presented or made or a liquidator is appointed (otherwise than for reconstruction or amalgamation) or an administrator is appointed; or any of these things are threatened by or against the other party.

 

2.2.  The rights to terminate and any termination of this Agreement shall not prejudice any other right or remedy of a party in respect of any breach of the Agreement.

 

2.3  Termination of the Agreement shall not absolve any party of any obligation in the Agreement which is expressed or by implication is intended to come into force or to survive any expiry or termination of the Agreement.

 

 

2.4.1  We will track patients referred to us from you and should those patients register with voyagerhealth.com that patient will be permanently identified as originating from you. Should a prescription for dispensing for a patient who originated from you be produced, we will identify this prescription as being for a patient originating from you in an agreed manner.

 

2.4.2  Any prescriptions generated under this clause above for your patients as a result of an online consultation through voyagerhealth.co.uk will be dispensed by you to the exclusion of all other pharmacies.

 

2.4.3  We undertake not to market any services other than that of voyagermedical.co.uk and hubnet.io to your patients.

 

2.4.4  We undertake to market our services above only to your patients who have opted in to receive marketing material from us.

 

2.4.5  We warrant that all employees or agents who sign prescriptions on our behalf for dispensing by you are fully qualified to authorise the supply of prescription only-medicines and are registered in an EEA country or Switzerland.

 

2.5  Your Warranties, Undertakings and Obligations

 

2.5.1  You will direct to voyagerhealth.co.uk any of your customers wishing to undertake an online consultation for any of the treatments you make available at voyagerhealth.co.uk with the intention that they will undertake an online consultation with us.

 

2.5.2  You will dispense the patients' prescriptions, dispatch the medicines to the patients' chosen delivery addresses and provide order tracking data to us that can be used to track that delivery until it is signed for at the delivery address. You will use all reasonable endeavours to dispatch 100% of all prescriptions received by 3pm on the same day the prescription is received by you.

 

2.5.3  If the parcel is lost in transit (i.e. you and us cannot determine our whereabouts through the tracking codes created at dispatch), you will send a duplicate package free of charge to the patient subject to the conditions in clause 5.6.

 

2.5.4  You will dispatch orders for the patients with accompanying materials which mention only voyagerhealth.co.uk or hubnet.io or our chosen brand name. For the avoidance of doubt, this clause will not exclude the naming of you as the dispensing pharmacy on the dispensing label on the dispatched medicine which is required by law.

 

2.5.5  In the event that you authorise the embedding of our online doctor solution into a website you warrant that you will ensure that your pharmacy website complies with all requirements set out by both the MHRA and GPhC, including inserting the required verified logos.

 

2.6.1  We will pay you for the full value of the medicines dispensed for the patients and any associated costs with delivery of these medicines to the patient. The value of prescription medicines and delivery costs will be as set out by you in the "products" and "delivery" section of the HubNet.io Medical Administration Module.

 

2.6.2  We will pay you a referral fee of 33% of any consultation fees arising from any prescriptions issued. By the end of each week, we will advise you of the number of prescriptions issued and referral fees.

 

2.6.3  At the end of each week after the Commencement Date you shall send us an invoice for the payment due to you in accordance with 2.5.1 and 2.5.2.

 

2.6.4  We will pay all invoices within 7 working days from the date on which the invoice is received. If any sum payable to you is not paid within this time then you reserve the right to charge interest on the overdue sum on a day to day basis from 30 days after the date of the invoice to the date of actual payment (both dates inclusive) at the rate of 3 per cent per annum above the base rate of Nat West Bank plc (or such other London Clearing Bank as you may nominate) from time to time in force. We shall pay such interest to you within 7 days of demand by you.

 

2.6.5  In the event of us incurring a chargeback from an order placed by the patient, we undertake to use all reasonable endeavors to challenge the chargeback. Where we are unable to successfully challenge the chargeback, you will refund the cost of the drugs and accruing referral fee for that chargeback to us within 5 working days upon receipt of written evidence that the challenge has been unsuccessful.

 

2.6.6  In the event that a customer complains that their order has not arrived, we undertake to use all reasonable measures to locate the missing order. In the event that the missing order cannot be traced, we will inform the customer that they must wait for 15 working days from the date on which the order was placed where the order was despatched by Royal Mail Recorded Delivery and 5 working days where the order was despatched by Royal Mail Special Delivery. In the event that the customer's order cannot be traced within this time, the customer's order will be deemed to have been lost and the customer will be given the option of a full refund or a replacement order. Where the customer opts for a replacement order, you will replace the order at no further cost to us or the customer. Where the customer opts for a full refund, you will refund the cost of the drugs and accruing referral fee for that order to us.

 

2.7.1  Each party shall co-operate with the other to ensure the correct calculation of payment due to you in accordance with 2.5.1 and 2.5.2. You shall ensure that you keep your own full and accurate records of all prescription items you dispense for the patients. We shall ensure that we keeps our own full and accurate records of all prescriptions written for patients referred to us by you.

 

2.7.2 You shall allow us or our authorised representative at all reasonable times (whether this Agreement be terminated or not) to inspect copies of such records. We may require a certified copy of such records from your external auditors confirming their completeness and accuracy. In the event that we do require such a certified copy from your external auditors then (a) in the event that such investigation discloses an overpayment to you of more than 3% then you shall pay the costs associated with obtaining such certificate; whereas (b) in the event that such investigation discloses that the payments were correct or you were overpaid by no more than 3% then we shall pay the costs associated with obtaining such certificate.

 

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

We offer a Diagnostics service through our website hubnet.io. This allows you to offer a blood test and results service to your patients. You wish to undertake our training in the use of our test kits so that you can take blood samples and refer your patients to the Voyager Medical results service. This will operate under the terms of this Agreement.

 

• "Commencement Date" means the date of your completed assessment.
• "Superintendent Pharmacist" means a GPhC registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies owned by a corporate body. 
• "Pharmacist owner" means a GPhC registered pharmacist having overall responsibility for pharmacy services in a pharmacy or group of pharmacies as a sole trader or in partnership. 
• "Pharmacy" or "pharmacies" means a GPhC registered premises providing dispensing service.
• "Pharmacist" means your manager and or your employee and or your locum and or your relief pharmacist using our PGD
• "Register" refers to your completing an online registration form and accepting terms and conditions.
• "Patient(s)" refers to any of your customers who you refer to Voyager Medical.
• "Voyager Medical" refers to our website www.voyagermedical.com.

3.1  This Agreement shall be effective from the Commencement Date and will automatically continue unless terminated by;

3.1.1  Us or you giving not less than one month's written notice of termination to the other; or in accordance with the remainder of this clause.

3.1.2  This Agreement may be terminated forthwith by written notice:

3.1.2.1  By us on giving written notice to you if you commit any material breach of this Agreement if such breach if it is capable of being remedied, has not been remedied within 30 days of our written request to do so.

3.1.2.2  By you on giving written notice to us if we commit any material breach of this Agreement if such breach, if it is capable of being remedied, has not been remedied within 30 days of your written request to do so.

 

3.1.2.3  by you to us or by us to you if:

 

3.1.2.3.a.  the other party is unable to pay our debts (within the meaning of Section 123 or 269 of the Insolvency Act 1996 as appropriate) or ceases to trade or compounds with our creditors;

 

3.1.2.3.b.  a receiver or administrative receiver is appointed in respect of any of the other party's assets;

 

3.1.2.3.c.  a petition for an administration order is presented or made in relation to the other

 

3.1.2.3.d.  a resolution or petition or order to wind up the other party is passed or presented or made or a liquidator is appointed (otherwise than for reconstruction or amalgamation) or an administrator is appointed, or any of these things are threatened by or against the other party.

 

3.2  The rights to terminate and any termination of this Agreement shall not prejudice any other right or remedy of a party in respect of any breach of the Agreement.

 

3.2.1  Termination of the Agreement shall not absolve any party of any obligation in the Agreement which is expressed or by implication is intended to come into force or to survive any expiry or termination of the Agreement.

 

 

3.3.1  We will track patients referred to us from you and those patients will be permanently identified as originating from you. Should a prescription for dispensing for a patient who originated from you be produced, we will identify this prescription as being for a patient originating from you in accordance with our standard Online Doctor Terms and Conditions.

 

3.3.2  We warrant to provide your patient with online access to their test results in accordance with the turnaround times for each test which are published from time to time on our website. We do not accept any liability in the event that the results are not available within the turnaround times due to circumstances beyond our control such as the mechanical breakdown of equipment, or transportation issues affecting courier routes, or where our website is inaccessible.

 

3.3.3  We undertake to provide a free of charge medical comment based upon the blood results. In the event that we are unable to make a full assessment of the laboratory results alone, we will inform your patient that a follow-up consultation may be needed with their own GP.

 

3.3.4  We undertake not to market any services other than that of Voyager Medical to your patients.

 

 

You warrant that you will carry out any work using our Diagnostics service strictly in accordance with the clinical guidance set out in our Diagnostics training resources provided by us. Furthermore:

 

3.4.1  You will direct to Voyager Medical any of your patients wishing to obtain the results for any blood test provided through the Voyager Medical Diagnostics Service.

 

3.4.2  You warrant that you will only use our Diagnostics Service in a GPhC registered premises or off site, if an appropriate premises assessment is successfully completed.

 

3.4.3  You warrant that our Diagnostics service will take place in consultation rooms complying with the standards set for Advanced Services.

 

3.4.4  You warrant that the blood sample will be labelled, recorded and stored in accordance with our Diagnostics training instructions.

 

3.4.5  You warrant that you will despatch the blood test to the laboratory on the same day that the test was taken using Royal Mail First Class Delivery. In the event that this not possible, you undertake to post the test within one working day.

3.4.6  You warrant that you have adequate liability insurance in place to cover all work carried out by you and or your users under our Diagnostics Service.

3.4.7  You warrant that you will enter your patient's personal details onto our online Diagnostics register within 1 working day of any blood test being completed by you.

 

3.4.8  You warrant you will inform us of any change in your GPhC registration details within 5 working days of any such change.

 

3.4.9  You warrant you will inform us of any change in your circumstances including significant illness or disciplinary matters where these could be reasonably considered to affect your ability to ensure your responsibilities under the terms of this agreement.

 

3.4.10  You warrant that you have permission from your Superintendent Pharmacists to perform blood tests using our Diagnostics service.

 

3.5.1  We will charge you a fee each time you enter a patient's personal details onto our online Diagnostics register in accordance with our schedule of fees published from time to time on our website.

3.5.2  We reserve the right to amend our fees from time to time.

 

3.5.3  If any sum payable by you is not paid within this time then we reserve the right to charge interest on the overdue sum on a day to day basis from 30 days after the date of the invoice to the date of actual payment (both dates inclusive) at the rate of 3 per cent per annum above the base rate of Barclays Bank (or such other London Clearing Bank as we may nominate) from time to time in force. You shall pay such interest to us within 5 working days of demand by us.

 

3.6.1  Each party shall co-operate with the other to ensure the correct calculation of payment due to you in accordance with 3.5.1 and 3.5.2. You shall ensure that you keep your own full and accurate records of all prescription items you dispenses for the patients.

 

3.6.2  You shall allow us or our authorised representative at all reasonable times (whether this Agreement be terminated or not) to inspect copies of such records. We may require a certified copy of such records from your external auditors confirming their completeness and accuracy. In the event that we do require such a certified copy from your external auditors then (a) in the event that such investigation discloses an overpayment to you of more than 3% then you shall pay the costs associated with obtaining such certificate; whereas (b) in the event that such investigation discloses that the payments were correct or you was overpaid by no more than 3% then we shall pay the costs associated with obtaining such certificate.

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

 

[4] Digital Back Office

 

5.1  Each party 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.

 

5.2  Notwithstanding Clauses 7.1 a party may disclose any information;

 

5.2.1  If and to the extent required by law;

 

5.2.2  If and to the extent required by any securities exchange or governmental body to which that party is subject;

 

5.2.3  To our professional advisers, auditors and bankers (subject to a duty of confidentiality);

 

5.2.4  If and to the extent the information has come into the public domain through no fault of that party;

 

5.2.5  If and to the extent necessary for it to carry out effective marketing and business operations as anticipated pursuant to this Agreement.

 

5.3  The restrictions contained in this Clause 7 shall continue to apply after the termination of this Agreement without limit in time. 

 

6.1  You and us may not assign or charge the whole or any part or any of the benefits derived from this Agreement without the written agreement of the other party. 

 

7.1  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. 

 

7.2  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. 

 

 

8.1  If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair: 

 

8.1.1  The legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

 

8.1.2  The legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement. 

 

9. No Partnership 

 

9.1 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. 

 

10.1 The parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not & party. 

 

 

11.1  This Agreement and the documents referred to in it constitute the whole and on Agreement between the parties relating to the subject matter of this Agreement.

 

11.2  This Agreement may only be varied in writing accepted by each of you and us.

 

12.1 This Agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument. 

 

 

13.1  This Agreement shall be governed by and construed in accordance with English law, 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: 

 

13.1.1  Senior executives of both parties, vested with authority to settle the Dispute, will first meet and attempt in good faith to resolve it. The meeting will be held promptly at the request of either party in the offices of the party requesting the meeting or at such other location as they may agree.

 

13.1.2  If the parties are unable to resolve the Dispute by negotiation, the parties agree to seek a settlement of the dispute by mediation in accordance with the CEDR (Centre for Dispute Resolution, 7 St. Katharine's Way, London E11 0LB) procedures.

 

13.1.3  The parties shall, within ten (10) working days, select by mutual agreement a mediator from a list of suitably qualified pharmaceutical services industry mediators proposed by CEDR for failing mutual agreement, such mediator as shall be selected by CEDR).

 

13.1.4  Upon appointment of the mediator:

13.1.4.1  Each party shall promptly make available to the mediator a written précis on the Dispute; and

 

13.1.4.2  The mediator shall agree with the parties the date and venue for the commencement of the mediation process.

 

13.1.5  The parties undertake to negotiate through the mediator in a spirit of goodwill and to enter into the process with the objective of settling the dispute.

 

13.1.6  All negotiations connected with the dispute shall be conducted in the strictest confidence and without prejudice to the rights of the parties in any future legal proceedings.

 

13.1.7  If, with the assistance of the mediator, the parties reach a settlement such settlement shall be reduced to writing and, once signed by a duly authorised representative of each of the parties, shall become binding on the parties and shall be implemented forthwith by the parties in accordance with our terms. If no settlement is agreed within thirty (30) working days from the date on which the mediation commenced the mediation process shall be terminated, unless the parties agree an extension to the mediation process, and the arbitration process set out in Clause 15.2 shall be pursued.

 

13.1.8  Each party shall each bear our own costs arising from the mediation process but the costs and expenses of the mediation shall be borne by the parties equally.

13.2  If the parties are unable to resolve the dispute through mediation, the dispute may either be settled by recourse to the English courts or by arbitration conducted in London, England by a single independent arbitrator appointed by the parties in accordance with the Arbitration Act 1996 (as subsequently amended), provided that the arbitrator shall be chosen from a panel of arbitrators knowledgeable in pharmaceutical services and computer industries. If the parties cannot agree an arbitrator within 14 days, the arbitrator shall be appointed by the President from time to time of the Law Society of England and Wales on the request of either party.

 

13.3  The parties submit to the exclusive jurisdiction of the English courts and nothing in this clause 15 shall prevent either party seeking injunctive relief or enforcing any right to payment under this Agreement through the court at any time it considers it appropriate to do so.