2. Basis of Contract

• An Order placed by the Customer constitutes an offer to purchase Products and/or Services under these Conditions.
• The Contract is formed only when PillPoint Limited confirms acceptance of the Order in writing.
• Any samples, descriptions, or promotional materials provided by PillPoint Limited are for informational purposes only and do not form part of the Contract.
• These Conditions apply exclusively to the Contract and supersede any conflicting terms from the Customer.
• Quotations are not offers and are valid for 20 Business Days from the date issued.
• These Conditions govern the supply of both Products and Services unless stated otherwise.
• The Customer waives any inconsistent terms in their own documents.

3. Products

• Products are described in the Product Specification on our Website.
• PillPoint Limited will only supply Restricted Products if the Customer complies fully with applicable regulations and our procedures.
• The Customer must ensure that any prescriber placing an order for Restricted Products confirms their compliance with required declarations (see Appendix A).
• We reserve the right to amend Product Specifications to comply with legal or regulatory changes and will notify the Customer of such changes.
• We may notify regulatory authorities if we become aware of breaches of applicable laws or guidelines concerning Product use.
• The Customer warrants that:
  • Products will be used only within the UK and the Republic of Ireland, or other countries agreed in writing;
  • Staff handling Restricted Products have completed all required accredited training;
  • The Customer accepts full responsibility for the use or misuse of any Restricted Products.

4. Delivery of Products

All mainland UK orders placed before the cut-off time on a Business Day will be dispatched via the Supplier’s nominated courier for next Business Day delivery. The cut-off time shall be 5:30pm except for Northern Ireland and parts of Scotland (Outer Delivery Territory), where the cut-off time shall be 2:30pm.

For certain locations (including Scotland and Cornwall), pre-12pm delivery services may be pre-1pm as specified by the nominated courier service for specific postcodes.

For the purposes of this clause 4 only, “Business Day” shall, in relation to mainland UK orders outside the Outer Delivery Territory for Cold Chain Products, include Saturday.

Delivery times for all other orders should be within 3 to 5 Business Days from the date of order.

The Customer acknowledges and agrees that:

• it is responsible for ordering Products in sufficient time to meet its requirements;
• any changes made using the third-party delivery agent’s app on the day of delivery may delay delivery;
• the Supplier is not responsible for any delays caused by third-party delivery agents;
• if the third-party delivery agent is unable to deliver at the time notified to the Customer (unless due to the agent’s own act or omission):
  • the Customer must rearrange delivery with the agent and will be liable for any reasonable administration charges incurred by the Supplier;
  • in respect of Cold Chain Products requiring the Customer’s personal receipt, the Supplier shall not be liable for any loss or damage and shall not be obliged to replace or refund such Products;
• if the Customer or their representative does not take receipt of the Products from the delivery agent, the Supplier shall not be liable for any loss or damage and shall not be obliged to replace or refund the Products.

The Supplier shall deliver the Products to the Delivery Location specified in the Order or such other location as the parties may agree. The Customer shall ensure that it or its representative is available to accept delivery.

Delivery shall be deemed complete once the Products have been received at the Delivery Location.

Except where otherwise stated (such as in clause 4.1), time of delivery is not of the essence.

The Supplier shall not be liable for any delay caused by Force Majeure Events or the Customer’s failure to provide adequate delivery or other relevant instructions.

If delivery fails, the Supplier’s liability is limited to the Customer’s reasonable costs to obtain replacement goods of similar description and quality in the cheapest market available, less the price of the Products. The Customer must notify the Supplier in writing of any failure to deliver within seven days of the Order date.

5. Quality of Products

The Supplier warrants that on delivery the Products shall:

• materially conform to their description and any applicable Product Specification;
• be of satisfactory quality within the meaning of the Sale of Goods Act 1979 (as applicable in Scotland);
• be fit for any purpose expressly made known to the Supplier.

Subject to clause 5.3, if the Customer notifies the Supplier in writing within seven days of discovery that some or all of the Products fail to comply with the warranty in clause 5.1, allows the Supplier reasonable opportunity to examine the Products, and returns the Products to the Supplier’s premises at the Customer’s cost if requested, the Supplier shall at its option repair, replace or refund the defective Products.

The Supplier shall not be liable if:

• the Customer continues to use the Products after notifying the Supplier of a defect;
• the defect arises from failure to follow the Supplier’s instructions or good practice;
• the Products have been altered without the Supplier’s written consent;
• any differences result from changes to comply with statutory or regulatory requirements.

These Conditions apply to any replacement Products supplied.

6. Title and Risk

Risk in the Products passes to the Customer on delivery of the Products.

Title to the Products remains with the Supplier until full payment (in cleared funds) is received.

7. Supply of Services

The Supplier shall provide Services in accordance with the Service Specification.

The Supplier will use reasonable endeavours to meet any agreed performance dates but these are estimates only; time is not of the essence.

The Supplier reserves the right to amend the Service Specification if required by law or regulatory requirements, or if the amendment does not materially affect the Services, with notification to the Customer.

The Supplier warrants that the Services will be performed with reasonable care and skill.

8. Customer’s Obligations

The Customer shall:

• ensure that the terms of the Order and any information it provides are complete and accurate;
• co-operate with the Supplier in all matters relating to the Products and Services, including any product recall;
• provide the Supplier with all information and materials reasonably required to supply the Services, ensuring such information is complete and accurate in all material respects;
• obtain and maintain all necessary licences, permissions and consents required for the Services before they commence;
• comply with all applicable laws, including health and safety legislation applicable in Scotland; and
• comply with any additional obligations set out in the Service Specification and Product Specification.

If the Supplier’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Customer, or by the Customer’s failure to perform any relevant obligation (a “Customer Default”):

• without limiting any other rights or remedies, the Supplier may suspend the Services until the Customer remedies the default and rely on the default to excuse non-performance to the extent affected;
• the Supplier shall not be liable for any costs or losses incurred by the Customer resulting directly or indirectly from the Supplier’s delay or failure to perform due to the Customer Default;
• the Customer shall reimburse the Supplier on written demand for any costs or losses the Supplier incurs arising directly or indirectly from the Customer Default.

9. Charges and Payment

The price for Products and Services shall be as set out in the Order.

The Supplier reserves the right to increase the price of Products by giving notice to the Customer before delivery to reflect any increase in the Supplier’s costs.

The Customer shall pay for Products and Services at the time the Order is placed, via BACS or debit/credit card through the Supplier’s secure Elavon system. With prior written consent, the Customer may pay cash on collection.

All amounts payable exclude VAT. The Customer shall pay VAT on receipt of a valid VAT invoice from the Supplier, at the same time as payment for the Products or Services is due.

All payments must be made in full without any set-off, counterclaim, deduction, or withholding except for any deduction or withholding tax required by law.

10. Intellectual Property Rights

All Intellectual Property Rights in the Products, or arising from or connected with the Services (excluding any rights in materials provided by the Customer), shall be owned by the Supplier or its licensors.

The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer for the duration of the Contract solely for the purpose of providing the Services.

11. Data Protection

Each party shall comply with all applicable data protection and privacy laws in force in the UK, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (as amended). This clause is additional to, and does not replace, any party’s obligations or rights under those laws.

The Supplier shall process the Customer’s personal data in accordance with our privacy policy which can be viewed on our Website.

12. Confidentiality

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party or of any member of the other party’s group of companies, except as permitted by clause 12.2.

Each party may disclose the other party’s confidential information:

• to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that those to whom it discloses confidential information comply with this clause 12; and
• as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.

13. Limitation of Liability

THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

The Supplier has insurance cover for legal liability for individual claims not exceeding £5,000,000 (five million pounds) per claim. The Customer is responsible for insuring any excess loss beyond this.

The Customer acknowledges that the Supplier accepts no liability for the use of the Products.

The restrictions on liability in this clause apply to all liabilities under or in connection with this Contract, including contract, tort (including negligence), misrepresentation, restitution, or otherwise.

Neither party may rely on these limitations or exclusions for any liability arising from deliberate default.

Nothing limits any liability which cannot legally be limited, including liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of title or quiet possession implied by the Sale of Goods Act 1979 or Supply of Goods and Services Act 1982; and
• defective products under the Consumer Protection Act 1987.

Subject to clause 13.5, the Supplier’s total liability to the Customer for Products and/or Services shall not exceed the greater of £2,000 (two thousand pounds) and three times the amount paid by the Customer for those Products and/or Services.

Excluded loss and exceptions:

Subject to clauses 13.4 and 13.5, the following losses are excluded:

• loss of profits;
• loss of sales or business;
• loss of agreements or contracts;
• loss of anticipated savings;
• loss or corruption of software, data, or information;
• loss of or damage to goodwill; and
• indirect or consequential loss.

The following are not excluded:

• sums paid by the Customer to the Supplier for Products or Services not provided as agreed;
• wasted expenditure;
• losses from third party claims against the Customer caused by the Supplier’s act or omission, including claims from subcontractors, Supplier personnel, regulators, or customers.

The Supplier excludes terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4, and 5 of the Supply of Goods and Services Act 1982 to the fullest extent permitted by law.

This clause 13 survives termination of the Contract.

14. Force Majeure

Neither party shall be liable for delay or failure to perform any obligation if caused by events beyond reasonable control (a Force Majeure Event). The affected party may have a reasonable extension of time. If delay exceeds four weeks, the unaffected party may terminate by seven days’ written notice.

15. General

15.1 Assignment and other dealings

• The Supplier may assign, subcontract, or otherwise deal with its rights or obligations under this Contract at any time.
• The Customer may not assign or subcontract without prior written consent of the Supplier.

15.2 Severance

If any provision is invalid or unenforceable, it will be deemed deleted but this does not affect the rest of the Contract. The parties shall negotiate a replacement provision.

15.3 Waiver

No failure or delay in exercising any right or remedy shall waive it. Partial exercise does not prevent further exercise.

15.4 No partnership or agency

This Contract does not create a partnership or agency relationship between the parties.

15.5 Entire agreement

• This Contract is the entire agreement and supersedes all prior agreements or understandings relating to its subject matter.
• Neither party relies on any statement not included in this Contract except in cases of fraud.
• Nothing limits liability for fraud.

15.6 Third party rights

No third party may enforce any term of this Contract unless expressly stated.

15.7 Variation

Any variation must be in writing and signed by both parties.

15.8 Governing law

This Contract shall be governed by and construed in accordance with the law of Scotland.

Jurisdiction

The courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.

Appendix A – Prescriber Declaration

Restricted Products

Each time that an order for a Restricted Product is placed by the Customer, the prescriber (an appropriate authorised representative of the Customer) shall be treated as having made the following Declaration:

I confirm that:

• the items in this prescription are only for the use of the patient named in this order.
• I have the appropriate training and insurance for the prescribing and administration of the treatments in this prescription.
• the patient has nominated PillPoint Limited as their pharmacy for dispensing this prescription.
• the Customer has obtained the informed consent of the patient to the ordering, receiving, storing and paying for the items listed in this prescription and sharing the personal information (including any patient delivery address) in this prescription with PillPoint Limited.
• if I consider it appropriate for a qualified practitioner to administer this prescription to my patient under my direction, the named practitioner has been appropriately trained and insured, and I consider the said practitioner to be competent for such administration.
• I am fully aware of and accept clinical, professional and legal responsibility for prescribing outside the licensed indications of any of the prescribed products (if any);
• I have informed the patient of any storage instructions in relation to the items in the prescription.
• the consultation and diagnosis leading to the treatment prescribed for this patient is based on my clinical judgement and I understand that VAT will not be charged on the prescription solely because it is for the healthcare treatment of this patient.
• I take full responsibility for the items in the prescription on the basis that prescribing them is in the best interests of patient safety and consistent with professional guidelines.

I agree to:

• adhere to the rules set out by all applicable regulatory bodies including but not limited to the GPHC, MHRA, HMRC, CQC associated with my practice and procedures.
• take responsibility for submitting a non-prescription order where the order is not for the healthcare treatment of the patient so that VAT is charged at the standard rate.