Pharmacy Terms and Conditions

(A) PharmAppy Services Limited (Company No: 14407492) of First Floor, Swan Buildings, 20 Swan Street, Manchester, Greater Manchester, England, M4 5JW (Supplier) has developed certain software applications and a platform which it makes available to subscribers via the internet for the purpose of developing mobile devices, web applications and websites, uploading them to the platform and making them and parts of the platform available to end-users.

(B) The Pharmacy (as defined below) wishes to use the Supplier's software application, platform and services in its business operations.

(C) The Supplier has agreed to provide, and the Pharmacy has agreed to take and pay for the Supplier’s software application, platform and services subject to the terms and conditions of this Agreement.

Agreed terms

1. Interpretation

(1.1) The definitions and rules of interpretation in this clause apply in this Agreement.

Acceptable Use Policy: means the Supplier’s policy on acceptable use of the Services as updated from time to time and made available at www.pharmappy.com.

Agreement: a contract for the supply of Services by the Supplier to the Pharmacy under these Terms, and all Order Forms and other documents incorporated into these Terms by reference.

Application(s): the mobile application(s), web application(s) and tools developed by the Supplier and made available on the Platform, including all Intellectual Property Rights in and to the Application(s) and software associated with it (but excluding any Pharmacy Content), and which are provided under this Agreement by the Supplier from time to time as part of the Services, including any updates the Supplier may make to such Application(s) and tools from time to time.

Authorised Users: those employees of the Pharmacy who are authorised by the Pharmacy to use the Services and the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 16.5.

Data Protection Schedule: the data protection schedule attached as Schedule 1.

Documentation: the document made available to the Pharmacy by the Supplier via email from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: means the effective date set out in the Order Form.

End-User: any person the Pharmacy permits access to use the Application(s) who has placed an order via the Application(s) within the past 6 months or interacted with the Application(s) in any other way in the past 3 months.

End-User Account: the account held and maintained by any End-User as a prerequisite to accessing and using the relevant Application(s) on the Platform.

End User Documentation: has the meaning set out in clause 5.3, copies of which are made available to the Pharmacy by the Supplier via email from time to time.

Fee: means as applicable the Subscription Fee, White Label Development Services Fee, Website Design and Development Services Fee and Website Hosting, Maintenance and Support Fee.

Healthcare Legislation: any laws, regulations or mandatory codes applied or enforced by any national or regional medical or healthcare regulatory body.

Initial Term: means 12 months, unless otherwise stated in the Order Form.

Intellectual Property Rights : patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets)

and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.

Marketplace Services: means the marketplace services to be provided by the Supplier to the Pharmacy as further described in and subject to the Marketplace Terms and Conditions.

Marketplace Terms and Conditions : means the terms and conditions applying to the Marketplace Services set out in Schedule 2.

Marks:

(a) any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;

(b) any identifying slogans and symbols;

(c) any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and

(d) the "look and feel", of a party to this Agreement, whether or not registered.

Normal Business Hours: 9.00 am to 6.00 pm local UK time, each Business Day.

Online Order: means an order placed by the Pharmacy via the Website or the Portal for the Services.

Open-Source Software: any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Services or the Software, or with which the Services or the Software is compiled or to which it is linked.

Order Form: means either (a) the order confirmation sent by the Supplier to the Pharmacy on purchase of the Services via the Website or the Portal, or (b) any ordering document, including a Statement of Work, specifying the Services to be provided under this Agreement and entered into between the Supplier and the Pharmacy.

Payment Terms: means the payment terms set out in the Order Form.

Pharmacy: means the legal entity entering into this Agreement as set out in the Order Form.

Pharmacy Account: the Pharmacy's account with the Supplier in respect of the Services.

Pharmacy Content: all text, information, data, software, executable code, images, audio or video material, in whatever medium or form, inputted by the Pharmacy, Authorised Users or the Supplier on the Pharmacy's behalf for the purpose of using, developing or maintaining any Application(s) or using the Services or facilitating the Pharmacy's or any End -User's use of the Services but excluding all authentication information provided in relation to the Pharmacy Account.

Platform: the Supplier's infrastructure and cloud computing platform and runtime environment, as described in the Documentation.

Portal: means the portal developed by the Supplier and made available on the Platform to enable the Pharmacy to manage their business. The Pharmacy can also submit Online Orders via the Portal.

Privacy Policy: means the Supplier’s privacy policy available at www.pharmappy.com.

Purpose: using the Application(s) to record and fulfil prescriptions/repeat prescription requests/orders and orders for other pharmacy services and/or making appointments for an End User.

Renewal Period: a successive period of 12 months commencing on the day following expiry of the Initial Term.

Security Event:

(a) any unauthorised third party access to the Services or the Platform; or

(b) any use of the Service s by the Pharmacy, any Authorised User or any End -User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform, the Services or use of the Services by any other Pharmacy of the Supplier or any of that Pharmacy's users; or

(c) any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through)

the Pharmacy, any Authorised User, or any End-User.

Services: means collectively the delivery of the Documentation, provision of the Marketplace Services, Subscription Services , Website Design and Development Services, White Label Development Services and any additional services agreed between the parties from time to time, as set forth in an Order Form.

Statement of Work or SoW: means a statement of work entered into between the Supplier and the Pharmacy under this Agreement in respect of the Services to be provided by the Supplier for the Pharmacy.

Subscription Fees: the subscription fees payable by the Pharmacy to the Supplier for use and receipt of the Services during the Subscription Term.

Subscription Package: means the subscription package that the Pharmacy selects and purchases in relation to the Subscription Services with an Online Order or as set out in a Statement of Work which entitles Authorised Users, and their End Users, to access and use the Services in accordance with this Agreement.

Subscription Services: means the subscription services provided by the Supplier to the Pharmacy under this Agreement as more particularly described in the Documentation, including:

(a) the provision of access to the Platform, the Application(s) and the Support;

(b) the hosting of any Application(s) on the Platform; and

(c) such other services as the Supplier may decide, at its discretion, to integrate into the Platform from time to time.

Subscription Term: has the meani ng given in clause 18.1 (being the Initial Term together with any subsequent Renewal Periods).

Support Services Policy: the Supplier’s policy for providing support in relation to the Services as made available in the Services website or such other website address as may be notified to the Pharmacy from time to time. The Pharmacy may purchase enhanced support services separately at the Supplier’s then current rates.

Terms: means these terms and conditions or any of them.

Virus: 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 pa rt or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

Website: means www.pharmappy.com Website Design and Development Services: means the website design and development services to be provided by the Supplier to the Pharmacy under this Agreement more particularly referred to at clause 8.7 and Schedule 4 and as set out in the Order Form.

Website Hosting, Maintenance and Support Fee: means the website hosting, maintenance and support fee payable by the Pharmacy to the Supplier, as set out in the Order Form.

White Label Development Services: means the white label development services to be provided by the Supplier to the Pharmacy under this Agreement more particularly referred to at clause 5 and set out in the Order Form.

White Label Development Services Fee: means the white label development services fee payable by the Pharmacy to the Supplier, as set out in the Order Form.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 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.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9 A reference to writing or written includes faxes but not email.

1.10 References to clauses and schedules are to the clauses and schedules of this Agreement;

references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

1.11 If there is an inconsistency between any of the provisions of this Agreement and the terms and conditions located at any URL, the provisions of this Agreement shall prevail. If there is an inconsistency between any of the provisions in the main body of this Agreement and the terms and conditions set out in any schedule to this Agreement, the provisions in the Schedules shall prevail.

1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Purpose and Scope

2.1 These Terms establish the general terms and conditions with respect to the Supplier’s provision of the Services to the Pharmacy.

2.2 The advertising of the Services on the Website and Portal constitutes an “invitation to treat” rather than a contractual offer.

3. Online Order Process

3.1 No Agreement will come into force between the parties unless and until the Supplier accepts the Online Order in accordance with the procedure set out in this clause 3.

3.2 To enter into an Agreement through the Website or Portal to purchase the Subscription Services, the Pharmacy must select the Subscription Package it wishes to purchase and complete and submit an Online Order which must include the following information; first name, email address, telephone number, Pharmacy name, role, password and payment details.

3.3 The Pharmacy must submit the Online Order and tick the relevant box to indicate the Pharmacy’s acceptance to these Terms and the Privacy Policy.

3.4 The Pharmacy will be transferred to the Supplier’s payment service provider’s website and the Supplier’s payment service provider will take payment.

3.5 Once the Supplier has checked whether it is able to meet the Pharmacy’s Online Order it will send the Pharmacy an order confirmation (at which point the Online Order will become a binding Agreement between the parties) or the Supplier will confirm b y email that it is unable to meet the Pharmacy’s Online Order.

3.6 Should the Pharmacy elect to purchase White Label Development Services with a Subscription Package which may include Marketplace Services and/or Website Design and Development Services with an Online Order, the Supplier shall contact the Pharmacy to discuss the Pharmacy’s requirements. The order process shall be governed by the provisions of clause 4.

4. Order Process for Services which include White Label Development Services and/or Website Design and Development Services

4.1 The Services to be provided will be set forth in a Statement of Work, governed by th ese Terms. The Pharmacy’s execution of a Statement of Work constitutes a binding commitment to purchase the Services and items specified in such Statement of Work.

4.2 To the extent any of these Terms conflict with the terms and conditions of a Statement of Work the terms and conditions of the Statement of Work shall control.

5. Right to use the Services

5.1 Subject to the Pharmacy purchasing the Subscription Package the Supplier hereby grants to the Pharmacy a non-exclusive, non-transferable right during the Subscription Term:

(a) to permit the Authorised Users to use the Services (including the Authorised User Account) and the Documentation solely in accordance with this Agreement and specifically to make it available to End -Users for the Purpose, provided the number of End -Users do not exceed the maximum number of End -Users permitted with the Subscription Package purchased by the Pharmacy;

(b) to integrate the Services into any Application (s), to provide the Services, solely as integrated into any Application(s), to End-Users and to permit those Services to be used in association with the Pharmacy's Marks; and

(c) to permit End-Users to use the Application(s) and such of the Services as have been integrated into those Applications for the Purpose, provided the number of End-Users do not exceed the maximum number of End-Users permitted with the Subscription Package purchased by the Pharmacy.

5.2 The Pharmacy shall use its reasonable endeavours to ensure that any End-User Account will not be used by more than one individual End-User.

5.3 The Pharmacy acknowledges that the End -User will require, in order to use the Application(s), to agree to be bound by the Supplier’s Privacy Policy and End User Licence Agreement (“End User Documentation”) and the Supplier reserves the right to suspend or terminate any End Users access to the Application(s) in accordance with such End User Documentation. In the event the Supplier exercises its rights referred to under this clause 5.3, the Supplier shall notify the Pharmacy as soon as reasonably practicable.

For the avoidance of doubt, in the event the Supplier terminates any End User’s access to the Application(s) in accordance with the End User Documentation, such End User shall not be considered as counting towards the permitted amount of End Users within the relevant Subscription Package.

5.4 Notwithstanding any other provision in this Agreement, if there is a Security Event, the Supplier may, without liability or prejudice to its other rights and without prior notice to the Pharmacy or any End -User, remove the relevant Pharmacy Content and disable the Pharmacy Account and/or any End -User Account and access to the relevant Application(s) until the relevant Security Event has been resolved. The Supplier shall give the Pharmacy written notice as soon as is reasonably practicable of the nature of t he relevant Security Event and the obligation to pay the Subscription Fee shall be suspended until access to the relevant Application(s) has been resolved, except where the Security Event is due to the acts or omissions of the Pharmacy.

5.5 The Pharmacy shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application(s) and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application(s);

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

(c) use the Services and/or Documentation to provide services to third parties or;

(d) subject to clause 27.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, provided that the provision of S ervices to End -Users is permitted to the extent necessary to enable them to use the relevant Application(s);

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 5.5; or

(f) introduce, or permit the introduction of, any Virus or Vulnerability into the Platform, Pharmacy Website (as defined in Schedule 4) or the Services.

5.6 The Pharmacy shall:

(a) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier;

(b) keep any password or log in details of its Pharmacy Account confidential; and

(c) comply with any further obligations set out in the Documentation that govern use of the Services or development of Application(s).

5.7 The rights provided under this clause 5 are granted to the Pharmacy only, and shall not be considered granted to any subsidiary or holding company of the Pharmacy.

5.8 Any Open-Source Software provided by the Supplier may be used according to the terms and conditions of the specific licence under which the relevant Open -Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in clause 16.2(c).

Such terms and conditions shall govern such use to the extent that they expressly supersede this Agreement.

6. Additional user subscriptions

6.1 The Subscription Packaged purchased by the Pharmacy as at the Effective Date shall specify the maximum number of End Users permitted under the relevant package. If the number of End Users who have downloaded the Application reach 75% of the maximum number of End Users permitted in the Subscription Package purchased by the Pharmacy under this Agreement, the Portal will send a notification to the Pharmacy. The Supplier may also notify the Pharmacy.

6.2 In the event that the number of End Users exceeds the permitted amount within the Subscription Package purchased by the Pharmacy under this Agreement, the permitted number of End Users and the Subscription Fee shall automatically be adjusted in accordance with the Supplier’s then -current Subscription Package(s) and pricing applicable to the Pharmacy (or such other adjustment mechanism as may be set out in the relevant Order Form), with such adjustment taking effect from the date the maximum threshold of End Users is breached.

6.3 If following the Initial Term, the Pharmacy wishes to downgrade its Subscription Package, it shall notify the Supplier in writing setting out: (i) the level of Subscription package it wishes to downgrade to; and (ii) the date it wishes the new Subscription Package to take effect. The Supplier shall evaluate such request (including the number of End Users using the Application) and respond to the Pharmacy with approval or rejection of the request (such approval not to be unreasonably withheld). Notwithstan ding the foregoing, should the number of End Users who download the Application exceed the permitted maximum number of End users in the Subscription Package the Pharmacy has downgraded to, the provisions of clause 6.2 shall apply.

6.4 If the Supplier approves the Pharmacy’s request under clause 6.3, the Subscription Fee shall be amended accordingly and shall take effect from the date the parties agree the new package is to take effect under clause 6.3 (as relevant).

7. White Label Development Services

7.1 Subject to payment of the White Label Development Services Fee due and payable pursuant to this Agreement, the Supplier will provide the Pharmacy with White Label Development Services for the period agreed between the parties, or if no period is agreed, until the completion of the White Label Development Services, unless otherwise agreed by the Pharmacy and the Supplier, subject to the Pharmacy fulfilling its obligations under this clause 7.

7.2 The Supplier shall perform the White Label Development Services to the Pharmacy in all material respects in accordance with the terms of this Agreement.

7.3 Time shall not be of the essence for the performance of the White Label Development Services and the Supplier shall not be liable for any failure to perform the White Label Development Services by any dates specified or within a reasonable time thereafter.

7.4 The parties will work together to prioritise and agree in writing the scope and estimated period of White Label Development Services prior to the Supplier providing any assistance. The parties may update or vary that scope and/or estimated period of the White Label Development Services by mutual agreement from time to time throughout the provision of the White Label Development Services , however the Pharmacy acknowledges that any such update or variation may result in an increase to the White Label Dev elopment Services Fees , or any estimate of the White Label Development Services Fees payable provided to the Pharmacy by the Supplier.

7.5 The White Label Development Services to be provided by the Supplier to the Pharmacy as at the Effective Date are set out in the Statement of Work.

8. Services

8.1 The Supplier shall, during the Subscription Term:

(a) provide the Services and access to the Platform and make available the Documentation to the Pharmacy on and subject to the terms of this Agreement;

and

(b) enable End-Users to connect via the internet to the Application(s) deployed on the Platform and to use in accordance with this Agreement such of the Services as have been integrated into that Application(s).

8.2 The provision of the Services shall be subject to ongoing provision of the Supplier’s hosting services provider from time to time. The Supplier shall use reasonable endeavours to inform the Pharmacy in advance of any planned service interruption to the Services.

8.3 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Client at least six Normal Business Hours’ notice in advance.

8.4 The Supplier will, as part of the Services and at no additional cost to the Pharmacy, provide the Pharmacy with the Supplier's standard Pharmacy support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

8.5 From time to time the Supplier may:

(a) modify the Services by issuing updates; and

(b) make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Pharmacy's acceptance of further terms and conditions.

8.7 During the Subscription Term, the parties shall meet on a quarterly basis (which may be via telephone or other electronic means) to review and monitor the performance of each party’s obligations under this agreement including reviewing the performance of the Services.

8.8 Where the Services include the supply of Website Design and Development Services the Website Design and Development Terms of Schedule 4 apply.

9. Pharmacy Content, Marks and data protection

9.1 The Pharmacy (or its licensors) shall own all Intellectual Property Rights in and to all of the Pharmacy Content including any End User Content (vis-à-vis the parties) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Pharmacy Content. The Pharmacy warrants that use of the Pharmacy Content (excluding End User Content) by the Supplier under or in relation to this Agreement shall not infringe any third party rights, including Intellectual Property Rights.

9.2 The Pharmacy hereby grants to the Supplier a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of the Intellectual Property Rights in the Pharmacy Content (including for the avoidance doubt applying the Pharmacy’s Mark to the Application) for the sole purpose of enabling the Supplier to provide the Services to the Pharmacy in accordance with this Agreement.

9.3 The Pharmacy acknowledges and agrees that the Application (s) shall display the Supplier’s Mark as set out in the Documentation and the positioning of the Supplier’s Mark on the Application(s) is at the Supplier’s discretion.

9.4 The Supplier shall follow its archiving procedures for Pharmacy Content as set out in its Back-Up Policy, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Pharmacy Content, the Pharmacy's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Pharmacy Content from the latest back-up of such Pharmacy Content maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Pharmacy Content by any third party (except those third parties sub -contracted by the Supplier to perform services related to maintenance and back-up of Pharmacy Content).

9.5 The Pharmacy acknowledges and agrees that:

(a) the Supplier may include the Pharmacy's name or the Pharmacy's Marks in a list of the Supplier's customers in any medium or in any link from the Platform to the Pharmacy's website; and

(b) the Supplier may refer to the Pharmacy, orally or in writing, as a Pharmacy of the Services for promotional, marketing and financial reporting purposes.

9.6 The parties acknowledge that it shall be necessary for the Supplier to process Personal Data under this Agreement for it to provide and for the Pharmacy to use, the Services.

The parties agree to be bound by the terms of the Data Protection Schedule in relation to any data processing or sharing activities by either party under or in relation to this Agreement. In the event that the Data Protection Schedule and the terms of this Agreement conflict the former shall take precedence.

10. Third party providers The Pharmacy acknowledges that the Services may enable or assist it or any of the End- Users to access the website content of, correspond with, and purchase products and services from, third parties via third -party websites and that it does, and the End -Users do, so solely at its own risk. The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third -party website, or any transactions completed, and any contract entered into by the Pharmacy or any End -User (as the case may be), with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Pharmacy or the relevant End -User (as the case may be) and the relevant third party, and not the Supplier. The Supplier recommends that the Pharmacy and End -Users refer to the third party's website terms and conditions and privacy policy prior to using the relevant third -party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

11. Supplier's obligations

11.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

11.2 The undertaking at clause 11.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.

11.3 If the Services do not conform with the foregoing undertaking at clause 11.1, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non - conformance promptly, or provide the Pharmacy with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Pharmacy's sole and exclusive remedy for any breach of the undertaking set out in clause

10.1. Notwithstanding the foregoing, the Supplier:

(a) does not warrant that:

(i) the Pharmacy's use of the Services will be uninterrupted or error-free; or (ii) the Services, Documentation and/or the information obtained by the Pharmacy or any End-User through the Services will meet the Pharmacy's or any End-User's requirements; or (iii) the Platform or the Services will be free from Vulnerabilities; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Pharmacy acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

11.4 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

11.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

12. Pharmacy's obligations

12.1 The Pharmacy shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this Agreement; and (ii) all necessary access to such information as may be required by the Supplier, in order to provide the Services, including Pharmacy Content, security access information and configuration services;

(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under this Agreement;

(c) carry out all other Pharmacy responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Pharmacy's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for breach of this Agreement caused or contributed to by any acts or omissions on the part of any Authorised User;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including provision of the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;

(g) be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Pharmacy's or any End-User's network connections or telecommunications links or caused by the internet;

(h) as between the parties, be responsible for responding to all third party requests concerning the use of the Services by the Pharmacy or any End-User but not the Supplier’s other activities as a Data Controller (as referred to in the Data Protection Schedule); and

(i) not access the Services in a manner intended to avoid incurring fees or unreasonably to reserve names for Application (s), by creating multiple Application(s) or deployments of the same Application or otherwise.

13. Charges and payment

13.1 The Pharmacy agrees to pay the Fees set out in the Order Form at the and in accordance with this clause 13.

13.2 Unless otherwise specified in the Order Form , all payment obligations start from the Effective Date , with payment to be made in accordance with the Payment Terms. Except as otherwise expressly specified in the Order Form, payments shall be made by direct debit or other payment mechanism notified to the Pharmacy by the Supplier from time to time and shall be made in pounds sterling.

13.3 If the Supplier does not receive payment authorisation or any authorisation is subsequently cancelled, the Supplier may immediately terminate or suspend the services.

The Supplier shall not be responsible for any loss, damage, costs or other expenses or other claims of the Pharmacy or any third party resulting from the termination of suspension of the Services.

13.4 If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Pharmacy, disable the Pharmacy Account and password and the Pharmacy's access, to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

13.5 All amounts and fees stated or referred to in this Agreement:

(c) shall be payable in pounds sterling;

(d) are, subject to clause 18.4(b), non-cancellable and non-refundable;

(e) are exclusive of value added tax, which shall be added to the Supplier's invoice(s)

at the appropriate rate.

13.6 The Supplier shall be entitled to increase the Subscription Fees at the start of each Renewal Period based on a fair evaluation of inflation and any additional costs and the agreement shall be deemed to have been amended accordingly.

14. Mobile and Web Application Payment Terms

14.1 The Supplier uses Stripe Connect as its payment processing platform which enables the Pharmacy to receive payments from End -Users for products and services including prescription medication.

14.2 The Pharmacy shall receive payments through a Stripe Connected Account whose usage is governed by the Stripe Connected Account Agreement https://stripe.com/gb/connect- account/legal.

14.3 The Pharmacy shall provide all business information, credentials and valid bank details to Stripe as is necessary to activate its Stripe Connected Account.

14.4 Unless otherwise agreed between the parties, Stripe Connect shall pay out monthly to the Pharmacy’s bank account.

14.5 The Supplier shall be liable for the Pharmacy’s fees pertaining to its Stripe Connected Account including set-up fee, pay-out fees, and account hosting fees.

15. Proprietary rights

15.1 The Pharmacy acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services (whether integrated into an Application or not), the Application(s), Documentation, and the Supplier's Marks. Except as expressly stated in this Agreement, this Agreement does not grant the Pharmacy any rights to, or in, any Intellectual Property Rights or any other rights or licences in respect of the Services, the Application(s), the Documentation or the Supplier's Marks.

15.2 The Supplier confirms that it has all the rights in relation to the Services, the Application(s), the Documentation and the Supplier's Marks that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

15.3 Other than in respect of the Supplier’s Mark already appearing in the Documentation and Application(s) as placed by the Supplier, if the Pharmacy wishes to display the Supplier's Marks in relation to its use of the Services, the Pharmacy shall obtain the Supplier’s prior written consent.

15.4 All uses of a party's Marks u nder this Agreement, including all goodwill arising, shall accrue solely to the benefit of the party owning the Intellectual Property Rights in those Marks.

16. Confidentiality and compliance with policies

16.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

16.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

16.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents (and also, in the case of the Pharmacy only, by the End -Users) in breach of the terms of this Agreement.

16.4 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

16.5 The parties acknowledge that:

(a) the Supplier's Confidential Information includes details of the Services, and the results of any performance tests of the Services; and

(b) the Pharmacy's Confidential Information includes the Pharmacy Content shown on the Application(s).

16.6 The above provisions of this clause 16 shall survive termination of this Agreement, however arising.

16.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

16.8 In performing its obligations under this Agreement the Supplier shall comply with all applicable laws, statutes, regulations from time to time in force.

17. Indemnity

17.1 The Pharmacy shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with the Pharmacy Content; the Pharmacy's Marks; or the Pharmacy's use of the Services and/or Documentation in breach of this Agreement.

17.2 The Supplier shall defend the Pharmacy, its officers, directors and employees against any claim that the use of any of the Services (excluding Pharmacy Content) or the Documentation or any of the Supplier's Marks by the Pharmacy in accordance with this Agreement infringes any third party rights including intellectual property rights of third parties, and shall indemnify the Pharmacy for any amounts awarded against the Pharmacy in judgment or settlement of such claims, provided that this indemnity does not a pply to the extent that any such claim is based on the use of any Open-Source Software.

17.3 The obligations of the Pharmacy and the Supplier under clause 17.1 and clause 17.2 respectively are conditional on:

(a) the indemnifying party being given prompt notice of any relevant claim;

(b) the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense;

and

(c) the indemnifying party being given sole authority to defend or settle such claim.

17.4 Except as specifically provided in this Agreement, the enforcement and protection of a party's Intellectual Property Rights shall be in the sole discretion and control of that party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that party.

17.5 In the defence or settlement of any claim, the Supplier may procure the right for the Pharmacy to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two Business Days' notice to the Pharmacy without any additional liability or obligation to pay liquidated damages or other additional costs to the Pharmacy.

17.6 In no event shall the Supplier, its employees, agents and subcontractors be liable to the Pharmacy to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than the Supplier;

(b) the use of the Services or Documentation by the Pharmacy in combination with any Pharmacy Content;

(c) the use of the Services or Documentation by the Pharmacy in a manner contrary to the instructions given to the Pharmacy by the Supplier; or

(d) the use of the Services or Documentation by the Pharmacy after notice to the Pharmacy of the alleged or actual infringement from the Supplier or any appropriate authority.

17.7 The foregoing states the Pharmacy's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

18. Limitation of liability

18.1 This clause 18 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub -contractors) to the Pharmacy and its Authorised Users:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Pharmacy and its Authorised Users of the Services and Documentation or any part of them; and

(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

18.2 Except as expressly and specifically provided in this Agreement:

(a) the Pharmacy assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Pharmacy or any End -User, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Pharmacy or any End-User in connection with the Services, or any actions taken by the Supplier at the Pharmacy's direction;

(b) the Supplier makes no warranty or representation that the Services or its Platform comply with any Healthcare Legislation and the Pharmacy assumes sole responsibility for compliance with the same;

(c) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;

(d) the Services and the Documentation are provided to the Pharmacy and the End- Users on an "as is" basis.

18.3 Nothing in this Agreement excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

18.4 Subject to clause 18.2 and clause 18.3:

(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information (but excluding any losses of data arising as a result of the Supplier’s failure to comply with the Data Protection Schedule to which the provisions of clause 1 8.4(b) apply), or pure economic loss, or for any special, indi rect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

(b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 17.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for during the 12 months immediately preceding the date on which the claim arose.

19. Term and termination

19.1 This Agreement shall, unless otherwise terminated as provided in this clause 19, be deemed to have commenced on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be automatically renewed after each Renewal Period, unless:

(a) either party notifies the other party of termination, in writing, at least 60 Business Days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

(b) otherwise terminated in accordance with the provisions of this Agreement.

The Initial Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

19.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 19.2(d) to clause 19.2(j) (inclusive);

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

19.3 Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Pharmacy if:

(a) the Supplier discontinues the Application(s) and the Services; or

(b) the Supplier loses the right to provide the Application(s) and/or the Services or the provision of it becomes unlawful in any way.

19.4 If the Supplier terminates this Agreement for any of the reasons set out in clause 1 9.3 it will provide the Pharmacy with a pro rata refund of any Subscription Fees paid in respect of the remaining period of the Subscription Term. Except as provided in this clause 19.4, the Supplier shall have no other liability to the Pharmacy in respect of termination of this Agreement in accordance with clause 19.3.

19.5 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

(c) without limiting the effect of clause 19.5(b), the Supplier may require the Pharmacy immediately to return all copies of the Software, the Documentation, the Supplier's Confidential Information and any other materials or to erase the same from the Pharmacy's computer and communications systems and devices used by the Pharmacy (but not those used by any End -User in relation to any Application), including such systems and data storage services provided by third parties (to the extent technically and legally practicable). The Pharmacy may, at the Supplier's request, be required to confirm in writing that all such copies have been returned or so erased;

(d) the Supplier shall within 30 Business Days of the effective date of termination, at the option of the Pharmacy either destroy or return the then most recent back-up of the Pharmacy Content and Applications, provided that the Pharmacy has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination).

(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced;

(f) any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect; and

(g) any outstanding balance becomes immediately due and payable.

20. Force majeure The Supplier shall have no liability to the Pharmacy under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock -outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the Pharmacy is notified of such an event and its expected duration.

21. Conflict If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the Schedules shall prevail.

22. Variation No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23. Waiver No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

24. Rights and remedies Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

25. Severance

25.1 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.

25.2 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.

26. Entire agreement

26.1 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.

26.2 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.

27. Assignment

27.1 The Pharmacy shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

27.2 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.

28. No partnership or agency 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 a ny way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

29. Third party rights This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns)

pursuant to the Contracts (Rights of Third Parties) Act 1999.

30. Notices

30.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party 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 sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

31. Governing law This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non -contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

32. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 DATA PROTECTION SCHEDULE BACKGROUND

(A) The parties acknowledge it is necessary to share Personal Data between each other for the purposes of the Supplier providing and the Pharmacy using the Services; and

(B) This Data Protection Schedule sets out the additional terms, requirements and conditions on which Personal Data will be processed.

(C) The parties acknowledge that for the purposes of the Data Protection Legislation, their respective roles as Controller and/or Processor in relation to any Personal Data shared between the parties shall be determined by the Data Activity. Depending on the D ata Activity, the parties may act as either: i. Independent Controllers; or ii. as a Controller and a Processor The parties’ roles in relation to each Data Activity contained in this Data Protection Schedule are set out in Annex 1 (Role Matrix).

(D) The parties agree to share Personal Data on the terms set out in this Data Protection Schedule.

1 INTERPRETATION

1.1 Definitions. In this Schedule, the following words and expressions will have the following meanings: Agreed Purposes : means the purpose(s) for which Shared Personal Data can be processed under this Data Protection Schedule and which are:

(i) for the Supplier to host, receive, process and transfer, Special Category of Data and other pharmacy service request data submitted through the Application to the Pharmacy solely for the purpose of providing the Services to the Pharmacy;

(ii) for the Supplier to provide the Services and inform the Pharmacy of the End Users request for a prescription, and/or other request such as making an appointment;

(iii) for the Pharmacy to receive, review and process the End Users request for prescriptions, orders and other pharmacy goods and/or services and to provide pharmacy services to End Users;

(iv) for the Pharmacy and the Supplier each to process registration and account data for their own respective purposes in connection with the operation and use of the Application and Services.

Controller: has the meaning given to it in the Data Protection Legislation.

Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK (including the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018), the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the DPA 2018) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended).

Data Sharing Schedule: means the form attached to this Data Protection Schedule at

Annex 2 as agreed and amended by the parties in writing from time to time.

Data Subject: shall have the meaning as set out in the Data Protection Legislation.

DP Regulator: means the UK Information Commissioner's Office or any successor or replacement body to any such regulator from time to time and any equivalent supervisory or regulatory authority with jurisdiction over either Party from time to time.

DP Regulatory Request: means a request made of, or notice given to, the Supplier under Data Protection Legislation, (including any request made pursuance to Articles 12 to 23 inclusive of the UK GDPR) and/ or any correspondence, complaint, enquiry and/or allegation, in relation to the Processing of Personal Data including from a DP Regulator and/or any Data Subject or organisation.

DSAR: means a request or notice from a Data Subject.

Personal Data: has the meaning given to it in the Data Protection Legislation.

Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Shared Personal Data.

Pharmacy SPoC: as set out in the Order Form.

Processor and processing: have the meaning given to it in the Data Protection Legislation.

Shared Personal Data: means the Personal Data and/or Special Category of Data to be shared between the parties under Paragraph 5.

Special Category of Data: has the meaning set out in the Data Protection Legislation.

SPoC: means single point of contact.

Supplier SPoC: as set out in the Order Form.

Third Party Processor: means a third party that provides services to or on behalf of the Supplier or the Supplier’s Third Party Processors which involve the Processing of Personal Data in connection with the provision of the Services or the performance of the Supplier’s duties under the Agreement.

UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4))

of the DPA 2018.

2 PURPOSE

2.1 This Data Protection Schedule sets out the framework for the sharing of Personal Data when a party (the Data Discloser) discloses Personal Data to the other party (Data Receiver).

2.2 The parties agree to only process Shared Personal Data for the Agreed Purposes.

2.3 The parties shall not process Shared Personal Data in a way that is incompatible with the Agreed Purposes.

2.4 If the Agreed Purposes change, the parties shall review and update prior to commencing any Data Activity relating to those changes.

3 THE SUPPLIER AS DATA PROCESSOR

3.1 This Paragraph 3 applies only to a Data Activity which is identified in the Role Matrix as Controller to Processor.

3.2 For each Data Activity identified in the Role Matrix as Controller to Processor, the Pharmacy will be the Controller and the Supplier will be the Processor.

3.3. For each Data Activity to which this Paragraph 3 applies, the Data Sharing Schedule at

Annex 2 shall apply.

3.4 The Pharmacy and the Supplier agree and acknowledge that for the purpose of the Data Protection Legislation, when the Pharmacy is the Controller and the Supplier is the Processor:

(a) the Pharmacy retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Legislation, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Supplier;

(b) Annex 2 describes the subject matter, duration, nature and purpose of the Processing and the Personal Data categories and Data Subject types in respect of which the Supplier may process the Personal Data to fulfil delivery of the Services for the Agreed Purposes.

3.5 Without prejudice to Paragraph 4.1, the Pharmacy will:

3.5.1 ensure that it has a lawful basis and all necessary consents and notices in place to: a. Process the Personal Data, b. enable the lawful transfer of the Personal Data to the Supplier and/or lawful collection of the Personal Data by the Supplier on behalf of the Pharmacy, and c. permit the Supplier and its Third Party Processors to lawfully Process the Personal Data in accordance with and for the purpose of the Agreement, and

3.5.2 ensure that its instructions comply with Data Protection Legislation and that its instructions relating to the Supplier’s Processing of the Personal Data will not cause the Supplier to violate any applicable law, regulation, or rule, including Data Protection Legislation. The Supplier will inform the Pharmacy if it becomes aware or reasonably believes that the Pharmacy’s data processing instructions violate any applicable law, regulation, or rule, including Data Protection Legislation.

3.6 Where this Paragraph 3 applies, in respect of each relevant Data Activity the Supplier shall:

3.6.1 process that Personal Data only for the Agreed Purpose and to the extent required for properly performing its obligations under the Agreement and not for any other purpose unless the Supplier is acting on or in accordance with the Pharmacy’s documented written instructions or is required by applicable law (in which case the Supplier shall promptly notify the Pharmacy before performing the Processing unless the applicable law prohibits the Supplier from so notifying the Pharmacy)

(additional instructions outside the scope of this Agreement will be agreed between the parties in writing),

3.6.2 take and implement appropriate technical and organisational measures to protect against the unauthorised or unlawful Processing of the Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful Processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after a Personal Data Breach, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it),

3.6.3 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential,

3.6.4 not transfer any Personal Data outside of the UK or European Economic Area unless the following conditions are fulfilled: a. the Pharmacy and the Supplier have provided appropriate safeguards in relation to the transfer, b. the Data Subject has enforceable rights and effective legal remedies, c. the Supplier complies with its obligations under the Data Protection Legislation by providing an appropriate level of protection to any Personal Data that is transferred, and d. the Supplier complies with reasonable instructions notified to it in advance by the Pharmacy with respect to the Processing of the Personal Data unless the Supplier is required to do so by applicable law, provided always that the Supplier informs the Pharmacy of such requirement prior to such transfer, except where such applicable law prevents the Supplier from informing the Pharmacy of the same and in such circumstances, the Supplier agrees to inform the Pharmacy as soon as reasonably practicable following the Supplier being able to do so,

3.6.5 promptly inform the Pharmacy of any DSAR or DP Regulatory Request received directly by the Supplier in connection with Personal Data and provide details of the same to the extent legally permitted

3.6.6 at the Pharmacy’s cost, provide assistance where reasonably requested by the Pharmacy in connection with ensuring compliance with its obligations under the Data Protection Legislation with respect to responding to a DSAR, security, breach notifications, impact assessments, and consultations with the DP Regulator,

3.6.7 notify the Pharmacy without undue delay on becoming aware of a Personal Data Breach,

3.6.8 maintain complete and accurate records and information to demonstrate its compliance with this Paragraph 3.6 and unless prohibited by applicable law, notify the Pharmacy promptly, if in its opinion an instruction given by the Pharmacy infringes the Data Protection Legislation.

3.7 Third Party Processing. The Pharmacy consents to the use of Third Party Processors in connection with the Agreement. The Supplier confirms that prior to providing any Third Party Processor with access to, or allowing the Third Party Processor to process any Personal Data, the Supplier shall enter into a written contract with the Third Party Processor which reflects and will continue to reflect the requirements of the Data Protection Legislation and the Supplier shall restrict Third Party Processor’s access to Personal Data to what is strictly necessary to provide the services to the Supplier.

3.8 Current Third Party Processors. The Supplier shall maintain details of the Third Party Processors appointed by the Supplier involved in the provision of the Services and make such details available to the Pharmacy in [ ].

3.9 Notice of new Third Party Processors. The Pharmacy shall be notified of changes to any details of the Third Party Processors by [ ]. The Supplier will endeavour to give notice as soon as reasonably practicable prior to any change, but in any event will give notice no less than 30 days prior to such change. Such notice shall contain details of the new Third Party Processor, the Service(s) it will relate to, and where the Processing will take place.

3.10 Right to object for new Third Party Processors. The Pharmacy may object to the Supplier’s appointment or replacement of a Third Party Processor, provided that such objection is based on reasonable grounds relating to data protection, by serving written notice on the Supplier to be received within 10 Business Days of the Pharmacy receiving the Supplier’s notification and stating the reasons for such objection.

3.11 In the event of an objection raised in accordance with Paragraph 3.10 above:

3.11.1 the parties shall co-operate in good faith in order to seek to address the Pharmacy’s reasonable objection,

3.11.2 in the event that the parties, having used all reasonable endeavours to do so, have not been able to agree a satisfactory resolution or workaround to the Pharmacy’s objections the Supplier shall be entitled to give 3 months’ notice to cease provision of the affected Service.

3.12 Responsibility for Third Party Processors. The Supplier is and shall remain responsible for any act, errors or omission of any Third Party Processor with respect to the obligations of the Supplier under this Data Protection Schedule.

4 COMPLIANCE WITH NATIONAL DATA PROTECTION LAWS

4.1 Each party must ensure compliance with applicable Data Protection Legislation at all times during the Subscription Term.

4.2 In the event the Data Protection Legislation or approach to compliance of each party conflict, the requirements of the country that necessitates stricter or additional requirements to protect individuals’ privacy and Shared Personal Data shall be applied.

5 SHARED PERSONAL DATA

5.1 The following types of Personal Data and Special Categories of Personal Data will be shared between the parties during the Subscription Term:

(a) Personal details including name, phone number, email address, address, date of birth and account identifiers (including NHS login information) and other registration/account data;

(b) Health/prescription data including prescription information, dosage, dosing schedule, and any other information provided when ordering medication or requesting pharmacy services

(c) Service related data including prescription orders and order history and Pharmacy support interaction data

5.2 The parties agree that they shall cooperate with each other in so far as reasonably necessary to enable each other to perform their obligations under the Data Protection Legislation in respect of any Shared Personal Data collected, held or processed as part of this Data Protection Schedule.

5.3 The Shared Personal Data must not be irrelevant, or excessive with regard to the Agreed Purposes.

5.4 Each party shall appoint a SPoC who will work together to reach an agreement with regards to any issues arising from the data sharing and to actively improve the effectiveness of the data sharing initiative. The parties may replace their designated SPoC by providing written notice to the other party.

6 FAIR AND LAWFUL PROCESSING

6.1 Each Party shall ensure that it processes any Shared Personal Data fairly and lawfully in accordance with Paragraph 6.2 during the Subscription Term.

6.2 Each party shall ensure that it has legitimate grounds under the Data Protection Legislation for the processing of Shared Personal Data and where it acts as Controller, that it has identified and documented an appropriate legal basis under Article 6 UK GDPR, and where applicable, an appropriate condition under Article 9 UK GDPR.

6.3 The Data Discloser shall in respect of Shared Personal Data, ensure that it provides clear and sufficient information to the Data Subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their Personal Data, the legal basis for such purposes and such other information as is required by the Data Protection Legislation including:

(a) if Shared Personal Data will be transferred to a third party, that fact and sufficient information about such transfer and the purpose of such transfer to enable the Data Subject to understand the purpose and risks of such transfer; and

(b) if Shared Personal Data will be transferred outside the UK, that fact and sufficient information about such transfer, the purpose of such transfer and the safeguards put in place by the Controller to enable the Data Subject to understand the purpose and risks of such transfer.

6.4 The Data Receiver shall inform the Data Subjects, in accordance with the Data Protection Legislation, of the purposes for which it will process their Personal Data, the legal basis for such purposes and such other information as is required by the Data Protection Legislation including:

(a) if Shared Personal Data will be transferred to a third party, that fact and sufficient information about such transfer and the purpose of such transfer to enable the Data Subject to understand the purpose and risks of such transfer; and

(b) if Shared Personal Data will be transferred outside the UK that fact and sufficient information about such transfer, the purpose of such transfer and the safeguards put in place by the Controller to enable the Data Subject to understand the purpose and risks of such transfer.

6.5 For any Data Activity identified in the Role Matrix where the Pharmacy is the Controller and the Supplier is the Processor, the Supplier shall process Shared Personal Data only on the instructions of the Pharmacy and shall not be responsible for identifying the Pharmacy’s lawful basis or appropriate condition under Article 9 UK GDPR.

7 DATA QUALITY

7.1 Each party shall ensure, in so far as reasonably practicable that Shared Personal Data is accurate and that it has appropriate internal procedures in place for the Data Receiver to sample Shared Personal Data prior to the Subscription Term and it will update the same if required prior to transferring the Shared Personal Data.

7.2 Shared Personal Data must be limited to the Personal Data described in this Data Protection Schedule or as otherwise agreed in writing by the parties.

8 DATA SUBJECTS’ RIGHTS

8.1 The parties each agree to provide such assistance as is reasonably required to enable the other party to comply with a DSAR within the time limits imposed by the Data Protection Legislation.

8.2 Each party’s SPoC shall be responsible for maintaining a record of DSAR’s, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the request.

8.3 Each party shall cooperate with each other in so far as reasonably necessary to enable each other to perform their obligations under the Data Protection Legislation or other applicable legislation, in respect of any Personal Data collected, held or processed as part of this Data Protection Schedule.

9 DATA RETENTION AND DELETION

9.1 The Data Receiver shall not retain or process Shared Personal Data for longer than is necessary to carry out the Agreed Purposes.

9.2 Notwithstanding Paragraph 9.1, the parties shall continue to retain Shared Personal Data in accordance with any statutory or professional retention periods applicable in their respective countries and / or industry.

9.3 Each party shall ensure that any Shared Personal Data including End User Personal Data is returned to the Data Discloser or destroyed securely in accordance with secure deletion procedures on expiry of the Subscription Term or once processing of the Shared Personal Data is no longer necessary for the Agreed Purposes or the purposes it was originally shared for.

9.4 Following the deletion of Shared Personal Data in accordance with Paragraph 9.3 the Data Receiver shall notify the Data Discloser that the Shared Personal Data in question has been deleted in accordance with the agreed deletion procedures.

10 TRANSFERS

10.1 For the purposes of this Paragraph 10, transfers of Personal Data shall mean any sharing of Personal Data by the Data Receiver with a third party, and shall include, but is not limited to, the following:

(a) storing Shared Personal Data on servers outside the UK;

(b) sub-contracting the processing of Shared Personal Data;

(c) sub-contracting the processing of Shared Personal Data to data processors located outside the UK ; and

(d) granting a third party Controller access to the Shared Personal Data;

(e) granting third parties located outside the UK and where applicable, outside the EEA access rights to the Shared Personal Data.

10.2 If the Data Receiver appoints a third party Processor to Process the Shared Personal Data it shall comply with the relevant provisions of the Data Protection Legislation and shall remain liable to the Data Discloser for the acts and/or omissions of the Processor.

10.3 The Data Receiver shall not disclose or transfer Shared Personal Data to a third party located outside the UK unless it:

(a) complies with the provisions of the Data Protection Legislation;

(b) ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferee otherwise complies with the Data Receiver's obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Shared Personal Data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

11 SECURITY AND TRAINING

11.1 The Data Discloser shall only provide the Shared Personal Data to the other by using secure methods as agreed between the parties.

11.2 The parties agree and confirm, during the Subscription Term, to have in place appropriate technical and organisational security measures in order to:

(a) prevent:

(i) unauthorised or unlawful processing of the Shared Personal Data; and (ii) the accidental loss or destruction of, or damage to, the Shared Personal Data; and

(b) ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing; or accidental loss, destruction or damage; and (ii) the nature of the Shared Personal Data to be protected.

11.3 The level of technical and organisational measures agreed by the parties as appropriate as at the Effective Date having regard to the state of technological development and the cost of implementing such measures parties shall be kept under review and shall carry out such updates as they agree are appropriate throughout the Subscription Term of th e Agreement.

11.4 It is the responsibility of each party to ensure that its staff members are appropriately trained to handle and process the Shared Personal Data in accordance with the technical and organisational security measures as agreed between the parties together with any other applicable Data Protection Legislation and have entered into confidentiality agreements relating to the Processing of Personal Data.

11.5 The level, content and regularity of training referred to in Paragraph 11.4 shall be proportionate to the staff members’ role, responsibility and frequency with respect to their handling and Processing of the Shared Personal Data.

12 PERSONAL DATA BREACHES

12.1 If a Personal Data Breach occurs in relation to the Shared Personal Data Processed by the Receiving Party, the Receiving Party shall:

12.1.1 notify the Disclosing Party of the Personal Data Breach without undue delay, (but in no event later than 24 hours after it becomes aware of the Personal Data Breach);

12.1.2 provide the Disclosing Party without undue delay (wherever possible, no later than 24 hours after becoming aware of the Personal Data Breach) with such details as the Disclosing Party reasonably requires regarding:

(a) the nature of the Personal Data Breach , including the categories and approximate numbers of Data Subjects and Shared Personal Data records concerned;

(b) any investigations into such Personal Data Breach;

(c) the likely consequences of the Personal Data Breach; and

(d) any measures taken, or that the Receiving Party recommends, to address the Personal Data Breach, including to mitigate its possible adverse effects, provided that, (without prejudice to the above obligations) if the Receiving Party cannot provide all these details within the timeframes set out in this Paragraph 12.1.2, it shall (before the end of such timeframes) provide the Disclosing Party with reasons for the delay and when it expects to be able to provide the relevant details (which may be phased), and give the Disclosing Party regular updates on these matters;

12.1.3 do all such things as reasonably necessary to assist the Disclosing Party in mitigating the effects of the Personal Data Breach;

12.1.4 assist the Disclosing Party (as reasonably requested by the Disclosing Party) to make any required notifications to any DP Regulator and affected Data Subjects in accordance with the Data Protection Legislation; and

12.1.5 without prejudice to any other rights or remedies of the Disclosing Party under this Agreement, or at law or otherwise, restore to the last available backup any of the Shared Personal Data that has been lost, damaged or destroyed by the Personal Data Breach.

12.2 The Receiving Party’s obligations under Paragraph 0 shall be performed at the Receiving Party’s cost and expense.

13 RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR DP REGULATOR

13.1 In the event of a dispute or claim brought by a Data Subject or the DP Regulator concerning the processing of Personal Data against either or both parties, the parties will inform each other about any such disputes or claims as soon as reasonably practicable, and will cooperate with a view to settling them amicably in a timely fashion.

13.2 The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the DP Regulator. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

13.3 Each party shall abide by a decision of a competent court in the UK or of the DP Regulator.

14 WARRANTIES

14.1 Each party warrants and undertakes that it has authority to and will :

(a) share and/or transfer the Shared Personal Data to the other party under and in accordance with this Data Protection Schedule;

(b) process the Shared Personal Data in compliance with all applicable Data Protection Legislation that apply to its personal data processing operations;

(c) respond within a reasonable time and as far as reasonably possible to enquiries from the DP Regulator in relation to the Shared Personal Data.

(d) respond to a DSAR in accordance with the Data Protection Legislation, including where necessary (i) advising the other party of any step(s) it should reasonably take in this regard; and (ii) where the legitimate ground relied upon is a Data Subject's consent, the timely operation of an effective procedure if such consent is withdrawn.

(e) where applicable, maintain registration with the DP Regulator to process all Shared Personal Data for the Agreed Purposes.

(f) shall take all appropriate steps to ensure compliance with the security measures set out in in this Data Protection Schedule.

14.2 The Data Discloser warrants and undertakes that it is entitled to provide the Shared Personal Data to the Data Receiver and it will ensure in so far as is reasonably practicable that the Shared Personal Data is accurate.

14.3 Except as expressly stated in this Data Protection Schedule, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law.

ANNEX 1 - ROLE MATRIX Agreed Purpose Reference Data Activity Pharmacy Role Supplier Role Schedule

(i) Supplier receives, stores, processes and transfers special category health data, Pharmacy service request data submitted through the Application to the Pharmacy in order to provide the Services.

Controller Processor Annex 2 (ii) Supplier provides the Services and informs the Pharmacy of the End Users’ requests for prescriptions, appointments and other pharmacy service requests, in each case acting on the Pharmacy’s instructions Controller Processor Annex 2 (iii) Pharmacy to receive, review and process the End Users’ personal details submitted through the Application and related NHS integrations including, but not limited to, name, date of birth, address, phone numbers, email address, password and other NHS login information , chosen GP surgery, special category health data including prescription requests and requests for other Controller N/A Annex 2 goods and/or services to provide pharmacy services to the End User.

(iv) Pharmacy and Supplier each process End User personal data including Personal details submitted through the Application and related NHS integrations including, but not limited to, name, date of birth, address, phone numbers, e-mail address, password and other NHS login information, chosen GP surgery and Pharmacy and other relevant service related data for their own respective purposes in connection with the operation and use of the Application and Services Controller Controller N/A

ANNEX 2 - DATA SHARING SCHEDULE This Annex 2 specifies the types of Personal Data or Special Category Personal Data and the purposes for Processing in order to facilitate the lawful exchange of Personal Data between the parties.

The subject matter and duration of the Processing For the Supplier’s performance of its Services.

The duration of the processing shall be for the Subscription Term, together with any limited period reasonably required for transition, retrieval, return or secure deletion of the Shared Personal Data.

The nature and purpose of the Processing The Supplier may process Shared Personal Data in connection with the performance of its Services for the Pharmacy. This includes, hosting and related processing of End User data submitted through the Application, including storage, retrieval, and transmission to the Pharmacy.

The categories of Personal Data that the Pharmacy shares with the Supplier Personal Data including but not limited to:

(i) Personal details (including, but not limited to, name, address, phone numbers, e-mail addresses and account identifiers (including NHS login information));

(ii) Special category health and medical record data including prescription information, dosage, dosing schedule, and any other information provided when ordering medication (and where applicable the End Users dependants and/or family members)

(iii) Service related data including prescription orders and order history and pharmacy support interaction data (iv) Any other category of personal data which the parties agree in writing is necessary for performance of the Services The categories of Data Subjects End Users of the application (including patients), healthcare professionals and staff, employees, contractors, representatives of the Pharmacy, users of the Pharmacy’s systems or applications, suppliers, and any other individuals whose Personal Data is supplied or otherwise made available to the Supplier in its capacity as Processor.

Schedule 2 Marketplace Terms and Conditions These terms are supplemental to the Pharmacy Terms and Conditions which govern the Pharmacy’s Agreement with PharmAppy Services Limited (“we,” “us,” “our”). Capitalised words used in these terms have the meaning given to them in the Pharmacy Terms and Conditions unless otherwise defined below.

These terms apply to you if you are a Partner Pharmacy (i.e. a white-labelled, fully integrated customer on the Partner Model) and choose to receive the Marketplace Services. These services are available to all pharmacies with an agreement with PharmAppy, but the terms herein apply specifically to Partner Pharmacies.

From time to time, we may make changes to these terms and shall notify you of such changes.

By continuing to access the Marketplace Services following notification of any changes to these terms, you are deemed to have accepted any such changes.

Your existing Agreement with us will continue in full force and effect for your Subscription Term.

What is PharmAppy Marketplace Through PharmAppy Marketplace, we will actively market and match your Pharmacy to existing patients coming onboard the PharmAppy App for a convenient way to obtain: • NHS Repeat Prescriptions by collection or delivery through your own delivery service; • NHS service bookings; and • Private (non-NHS) service bookings.

(collectively “Marketplace Services”)

Receiving the Marketplace Services enables your Pharmacy to be matched to any patients who download the PharmAppy App within your vicinity and who have been invited by a pharmacy.

Whilst you are receiving the Marketplace Services (“Marketplace Pharmacy”), your offerings will continue to be offered exclusively to patients who have already joined your pharmacy with no changes to the service or any additional cost.

As a Marketplace Pharmacy:

1. You will be promoted to patients who are joining the App for their prescriptions who have been invited by a Pharmacy; and

2. You will be promoted to existing patients for service bookings at no additional cost.

Pharmacies that are not Marketplace Pharmacies:

1. Are still able to invite all of their existing patients to connect with their pharmacy on the App.

2. Are available to patients who are looking for the pharmacy which invited them.

3. Are not available to patients who declared they are not invited by a pharmacy.

Terms and conditions of sale You acknowledge and agree that:

1. PharmAppy Marketplace provides an online location for Pharmacies to sell and buyers to purchase products and services;

2. While we may facilitate transactions on behalf of Pharmacies, we are not a party to the transaction between the Pharmacy and the End-User; and

3. A contract for the sale and purchase of a product or service will come into force between you and the End-User upon the End-User’s confirmation of purchase via PharmAppy Marketplace.

Rules about your listings and content We will display product or service listings shared by you (each a "Product Listing") together with any other content, data or information shared by you or on your behalf (together with Product Listings your “Seller Content”) on the App.

Your Seller Content, and the use of the Seller Content by us in accordance with these terms, must be accurate, complete, and truthful. Your Seller Content must be appropriate, civil, and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet, and must not: • be offensive, obscene, indecent, pornographic, lewd, suggestive, or sexually explicit; • depict violence in an explicit, graphic, or gratuitous manner; or • be blasphemous, in breach of racial or religious hatred or discrimination legislation; • be deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; • cause annoyance, inconvenience, or needless anxiety to any person; or • constitute spam.

Your Seller Content must not be illegal or unlawful, infringe any person's legal rights, or be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). Your Seller Content must not infringe or breach: • any copyright, moral right, database right, trademark right, design right, right in passing off or other intellectual property right; • any right of confidence, right of privacy or right under data protection legislation;

• any contractual obligation owed to any person; or • any court order.

You must not submit to the PharmAppy Marketplace any material that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

You must not interfere with a transaction by: (i) contacting another user to buy or sell an item listed on PharmAppy Marketplace outside of PharmAppy Marketplace; or (ii) communicating with an End-User involved in an active or completed transaction to warn them away from a particular buyer, seller or item; or (iii) contacting another End-User with the intent to collect any payments.

We may periodically review your Seller Content and we reserve the right to remove any Seller content in our discretion for any reason whatsoever.

If you learn of any unlawful material or activity on PharmAppy Marketplace, or any material or activity that breaches these terms, you will notify us promptly.

Even if we host and display your Seller Content on the App, you are solely responsible for the contents of your Seller Content. You must ensure that all Seller Content is true, accurate and complete at all times, including, without limitation, the description, price, applicable taxes or fees, delivery information, required legal disclosures and other advertisement, offer or promotional content. You are solely responsible for setting the price of products or services you offer.

You are responsible for displaying, keeping up to date and honouring any sales, returns and/or privacy policies, and all other relevant terms or information or disclosures related to your Product Listings that you want to apply to your interactions with End-Users or that are otherwise required by law. Any such terms, information or disclosures do not bind us and must not conflict with these terms, or our other applicable terms and policies.

Our rights to use your content You grant us a non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide licence to host, use, distribute, modify, run, copy, publicly perform, make available, display, translate and create derivative works of the Seller Content, in connection with the Marketplace Services. You represent and warrant that you have all necessary rights in Seller Content to grant us the licences and rights set forth in these terms.

You grant to us the right to sub-license the rights licensed under section.

Without prejudice to our other rights under our Agreement, if you breach our rules on Seller Content in any way, or if we reasonably suspect that you have breached our rules on Seller Content, we may delete, unpublish or edit any or all of your Seller Content.

Your products and services Your products and services, Seller Content and use of the App must comply at all times with these terms, our other applicable terms and policies, and applicable laws, rules, and regulations. You agree that you are solely responsible for determining that the Marketplace Services are suitable for your intended use.

Without limiting the generality of the policies set forth above, you are expressly prohibited from displaying, promoting, offering, marketing, or selling counterfeit or pirated products or services through the Marketplace Services.

You are responsible for providing, managing, paying for, and fulfilling any sales, warranty, and Pharmacy service, returns or refunds to End-Users in connection with your use of the Marketplace Services.

As between us, you are solely responsible for any defect or non-conformity in any product or service that you offer and for complying with any recall or safety alert, or similar direction or notice, with respect to any product or service related to your Product Listings. You agree to promptly remove any Product Listing upon issuance of any recall or safety alert, or similar direction or notice, or claim of infringement of intellectual property rights with respect to products or services relating to your Product Listings.

We may review your Seller Content to ensure the integrity of our services, but this does not change your obligations to us or to End-Users. These reviews may include automated or other audits of your Seller Content to verify compliance with these terms and applicable law, but do not mean that we assume any responsibility or liability, or otherwise agree to modify your responsibilities and liabilities under our Agreement and applicable law.

Our services If you choose to receive the Marketplace Services, we will:

1. onboard and offboard each Marketplace Pharmacy to the Marketplace;

2. help you monitor the platform for overdue orders and remind Marketplace Pharmacies periodically to stay within their service level agreement You may use third-party service providers only as permitted by these terms. As used in these terms, a "Service Provider" means anyone who directly or indirectly provides services to you or to third parties on your behalf. You may use Service Providers in connection with the Marketplace Services only if you ensure that they comply with these terms. You are solely responsible for the acts or omissions of your Service Providers, and a failure to comply with these terms by any of your Service Providers will be deemed a breach by you.

PharmAppy’s role as a marketplace You acknowledge that: • we do not confirm the identity of all marketplace End-Users, check their credit worthiness or bona fides, or otherwise vet them; • we are not party to any contract for the sale or purchase of products and services advertised on the PharmAppy Marketplace; • we are not involved in any transaction between you and an End-User in any way, save that we facilitate a marketplace for buyers and sellers and process payments on your behalf; • we are not the agents for any buyer or seller, and accordingly, we will not be liable to any person in relation to the offer for sale, sale or purchase of any products and services advertised on PharmAppy Marketplace. Furthermore, we are not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any products and services and will have no obligation to mediate between the parties to any such contract.

We do not guarantee any commercial results concerning the use of the PharmAppy Marketplace.

To the maximum extent permitted by applicable law and subject to clause 15 (Limitation of Liability) of the Pharmacy Terms and Conditions, we exclude all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law to the fullest extent permitted by applicable law, relating to our Agreement, our marketplace and the use of our marketplace.

Charges and payments There are currently no charges applied to Partner Pharmacies in relation to private service bookings made via the PharmAppy App.

For clarity: • We do not take a percentage fee or commission on private service bookings for Partner Pharmacies.

• You retain 100% of any private service booking revenue you generate via the App.

This does not affect our charges (if any) relating to other revenue streams under your Partner Agreement (e.g. per-patient costs, development fees, subscription fees, or additional platform customisation).

Joining and leaving PharmAppy Marketplace Every Pharmacy with an Agreement with PharmAppy is eligible to be a part of PharmAppy Marketplace.

If you do not want to receive the Marketplace Services, you can leave the PharmAppy Marketplace at any point by informing us in writing. Our provision of the Marketplace Services to you will persist until the end of the calendar month on which you give notice, after which the Marketplace Services will terminate.

Schedule 3 These are the terms and conditions relating to the purchase of prescription goods and other NHS and non NHS goods and services by the End-User with the Pharmacy via the App.

Terms relating to the purchase of prescription goods and other NHS and non NHS goods and services from a Pharmacy Please make sure that you read our terms and conditions carefully (including in particular the limitations of liability at clause 15). We encourage for your records, to read and print or save a copy of these terms and keep them in a safe place.

1. These terms

1. What these terms cover These are the terms and conditions on which a Pharmacy (“we”, “us”, “our”) supply prescription goods and NHS and private services to you through any application developed by PharmAppy Services Limited (“Application(s)”). When you make a purchase, the contract is formed between you and the Pharmacy you have chosen to purchase from, whose details can be found within the App.

2. Why you should read them Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide goods and services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.

2. Information about us and how to contact us

1. Who we are Our business name and contact details may be found in the orders page on the App. If you have trouble locating our details please contact PharmAppy at [email protected].

2. How to contact us You can contact us within the App.

3. How we may contact you If we have to contact you we will do so within the App or by telephone or by writing to you at the email address or postal address you provided to us in your order.

4. “Writing” includes emails When we use the words “writing” or “written” in these terms, this includes emails.

3. Our contract with you

1. How we will accept your order Our acceptance of your order will take place when we accept the order on the App, at which point a contract will come into existence between you and us on these terms.

2. If we cannot accept your order If we are unable to accept your order, for example because we are unable to take payment, what you’ve ordered is unavailable, you are under 18 or live outside of the UK, or there has been a mistake regarding the pricing or description of the goods or services, we will email you using the details you provided when you placed the order. We have the right to reject any order for any reason.

3. We only sell to the UK Our website and the App is solely for the promotion of our goods and services in the UK.

Unfortunately, we do not accept orders from or deliver to addresses outside the UK.

Where delivery is chosen, we may not be able to accept an order if the delivery address falls outside of where we can provide delivery. We will communicate this to you and cancel your order if this is the case.

4. Our goods and services

1. We may offer medicines for sale through the App Medicines are sold by us directly and not by PharmAppy. Details of our registrations to sell medicines can be found in the Register of authorised online sellers of medicines at https://medicine-seller-register.mhra.gov.uk.The sale of medicines in the EU is regulated by the Medicines and Healthcare Products Agency, whose contact details in the UK are: Address: MHRA 151 Buckingham Palace Road, London SW1W 9SZ Email: [email protected] Telephone: 020 3080 6000.

2. Goods may vary slightly from their pictures Descriptions of our goods and services are set out on the App. Please read the descriptions carefully. Any pictures and images listed on the App, including of packaging are for illustrations purposes only. Your goods and their packaging may vary slightly from those pictures or images. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the goods. Your goods may vary slightly from those images.

5. Your rights to make changes If you wish to make a change to your order please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the goods or service, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract (see clause 8 - Your rights to end the contract).

6. Listing of goods and services and making changes 1.Listing of goods and services We are entirely responsible for listing our own goods and services and setting our own prices, which may not be the same as its in-store price. All prices include VAT where appropriate and prices may change over time.

2. Minor changes to the goods and services We may change the goods and services or remove goods and services or add new goods and services for commercial reasons or to reflect changes in relevant laws and regulatory requirements.

3. Accuracy of goods and services information We take care to ensure that all goods and services information available from the goods and services listings is accurate. However, these are continually developing and information may be out of date. Medical, commercial and legal practice change frequently and the content on the App, in any newsletters and in other items offering guidance have been prepared for general interest only and are not a substitute for specific medical, legal or other professional advice and should not be read or used as such. For accurate up-to-date information you should contact us and/or your GP directly.

7. Providing the goods

1. Delivery fulfilment is provided by the Pharmacy Where a delivery date or time slot is selected or provided, we will use reasonable endeavours to deliver the order within the time slot and you are obligated to receive the order during the time. Time slots are provided by the Pharmacy and are only estimates.

Neither we nor the Pharmacy guarantee that orders will be delivered within the estimated times. The Pharmacy is not obligated to attempt re-delivery in case you cannot receive the order.

2. Delivery costs The costs of delivery will be as displayed to you on the App.

3. We are not responsible for delays outside our control If our supply of the goods and services is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any goods or services you have paid for but not received.

4. Collection by you If you have asked to collect the goods from our premises, you can collect them from us at any time during our working hours.

5. If you are not at home when the goods are delivered If no one is available at your address to take delivery and the goods cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery.

6. If you do not re-arrange delivery If you do not collect the goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 13.1(c) will apply.

7. When you become responsible for the goods The goods will be your responsibility from the time we deliver the goods to the address you gave us or you collect it from us.

8. When you own goods You own the goods once we have received payment in full.

9. What will happen if you do not give required information to us We may need certain information from you so that we can supply the goods and services to you, for example, a completed clinical questionnaire to sell certain medicines.

If so, this will have been stated in the description of the goods and services on the App.

We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 13.1 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the goods and services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

10. Reasons we may suspend the supply of goods and services to you We may have to suspend the supply of goods and services to:

(a) deal with technical problems or make minor technical changes;

(b) update the goods and services to reflect changes in relevant laws and regulatory requirements;

(c) make changes to the goods and services as requested by you or notified by us to you.

11. We may also suspend supply of the goods and services if you do not pay If you do not pay us for the goods and services when you are supposed to (see clause 13.1(a)) and you still do not make payment within 7 days of us reminding you that payment is due, we may suspend supply of the goods and services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the goods and services. We will not suspend the goods and services where you dispute the unpaid invoice (see clause 14.7). We will not charge you for the goods and services during the period for which they are suspended. As well as suspending the goods and services we can also charge you interest on your overdue payments (see clause 14.6).

8. Your rights to end the contract

1. You can always end your contract with us Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

(a) in respect of orders for goods, you have 14 days from the delivery date to cancel your order; and

(b) in respect of orders for services, you have 14 days from the date of your order confirmation email to cancel your order.

2. When you don’t have the right to change your mind You do not have the right to cancel orders for perishable, bespoke or personalised goods. You also lose your right to cancel in the following circumstances:

(a) products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;

(b) any products which become mixed inseparably with other items after their delivery;

(c) any medicinal products which require storage and handling at certain conditions;

(d) if you requested for us to start providing the services during the 14-day cancellation period and the services are fully performed during this period we have full discretion on whether a product falls into one of these categories.

3. We will not provide services during the 14-day cancellation period We will not provide any services during the 14-day cancellation period unless you request for us to do so by ticking the relevant box when you place your order. We are under no obligation to accept your request.

9. How to end the contract with us (including if you have changed your mind)

1. Tell us you want to end the contract To end the contract with us, please let us know by cancelling through the App.

10. Returning goods if you cancel your order If you cancel an order for goods and you have already received your order, you must return the goods to us within 14 days of telling us that you want to cancel your order.

The deadline is met if you send the goods back to us before the 14-day period has expired.

We strongly recommend that you get proof of postage. We may withhold the refund until we have received the goods back from you or until you have provided us with evidence that you have sent the goods back (whichever is earlier).

Goods must be returned to us in a new and unused condition and, to the extent possible, in their original packaging. You are responsible for the goods while they are in your possession.

Unless the goods are faulty or misdescribed, you are responsible for the cost of returning the goods to us.

11. Refunds if you cancel your order If you exercise your right to cancel under clause 8, we will provide you with a refund (excluding any service charge levied by PharmAppy) as soon as possible.

If you cancel an order for goods and have already received goods, we will issue the refund no later than 14 days after the day we receive the goods back from you or, if earlier, you provide us with evidence that you have sent the goods back. Otherwise, we will issue the refund no later than 14 days after the day on which you told us that you want to cancel.

Your refund will be subject to the following deductions:

(a) if you chose a delivery option that is more expensive than the cost of standard delivery, we will only refund the cost of standard delivery;

(b) if you handled the goods in a way beyond what might reasonably be permitted in a shop and this resulted in a loss in value of the goods, we may make a deduction from the refund for such loss in value; and

(c) if services have been provided during the 14-day cancellation period at your request, we will make deductions from any refund due to you for the services we provided up to the time that you told us that you want to cancel.

We will issue your refund to the same payment method you used when you placed your order.

If the right to cancel does not apply because of one of the circumstances listed in clause 8.2, you will not be entitled to a refund unless the goods or services are faulty. See clause 12 below.

12. Faulty goods or services

1. How to tell us about problems If you have any questions or complaints about the goods and services, please contact us within the App or through email and telephone. Alternatively, please speak to one of our staff in-store.

2. Summary of your legal rights This is a summary of some of your key rights. They are in addition to your cancellation rights set out in clause 8 above. For more detailed information on your rights, visit the Citizens Advice website at www.citizensadvice.org.uk or call 0808 223 1133.

Any goods that we provide to you must be as described, fit for purpose and of satisfactory quality. Any services that we provide to you must be provided with reasonable care and skill.

We are under a legal duty to supply goods and services that are in conformity with our contract with you.

During the expected lifespan of any goods that you have purchased from us, you are entitled to the following: Up to 30 days: If your goods are faulty, you can get an immediate refund.

Up to six months: If the goods cannot be repaired or replaced, then you are entitled to a full refund in most cases.

Up to six years: If the goods do not last a reasonable length of time, you may be entitled to some money back.

If a service is not carried out with reasonable care and skill, you can ask us to repeat the service or to fix it, or get some money back if we cannot fix it.

13. Our rights to end the contract

1. We may end the contract if you break it We may end the contract for goods or services at any time by writing to you if:

(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;

(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the goods or services, for example, personal details;

(c) you do not, within a reasonable time, allow us to deliver the goods to you or collect them from us; or

(d) you do not, within a reasonable time, allow us access to your premises to supply the services.

14. Price and payment

1. Where to find the price for the goods and services Prices for our goods and services (which includes VAT) will be the price indicated on the order pages when you placed your order. PharmAppy reserve the right to charge a service fee, which may be subject to change, for the provision of our services. You will be notified of any applicable service fee and taxes prior to purchase via the App. We take all reasonable care to ensure that the price of the goods and services advised to you is correct. However please see clause 14.3 for what happens if we discover an error in the price of the goods or services you order.

2. We will pass on changes in the rate of VAT If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the goods or services in full before the change in the rate of VAT takes effect.

3. What happens if we got the price wrong It is always possible that, despite our best efforts, some of the goods and services we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the goods and services correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the goods and services correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.

4. When you must pay and how you must pay We accept payment through PharmAppy pay with all payment methods supported by PharmAppy at the time. When you must pay depends on what goods or services you are buying:

(a) for goods, you must pay in advance and in any event before we dispatch them. We will take payment from your card before we send you your order confirmation email.

(b) for services, you must pay in advance and in any event before the service is provided. We will take payment from your preferred payment method before we send you your order confirmation in the App.

5. If we are unable to take payment If we are unable to take payment from your card, we will try to contact you using the contact details you provided when you placed your order. If we are unable to contact you, we will cancel your order and notify you by email.

6. We can charge interest if you pay late If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 5% a year above the base lending rate of NatWest from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

7. What to do if you think an invoice is wrong If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

15. Our responsibility for loss or damage suffered by you

1. We are responsible to you for foreseeable loss and damage caused by us If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable.

Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.

3. When we are liable for damage to your property If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

4. We are not liable for business losses We only supply the goods and services for domestic and private use. If you use the goods for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

16. How we may use your personal information We will only use your personal information as set out in PharmAppy’s privacy policy www.pharmappy.com/privacy-policy

17. Other important terms

1. We may transfer this agreement to someone else We may transfer our rights and obligations under these terms to another organisation.

2. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee)

You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. However, you may transfer any guarantee we provide to a person who has acquired the goods or, where the product is services, any item or property in respect of which we have provided the services.

3. Nobody else has any rights under this contract (except someone you pass your guarantee on to)

This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 15.2 in respect of any guarantee we provide. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

4. If a court finds part of this contract illegal, the rest will continue in force 6.

7. Each of the paragraphs of these terms 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.

5. Even if we delay in enforcing this contract, we can still enforce it later If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the goods and services, we can still require you to make the payment at a later date.

6. Which laws apply to this contract and where you may bring legal proceedings These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

7. Disclaimers by PharmAppy

1. Pharmacy actions and omissions: The legal contract for the supply and purchase of goods and services is between you and the Pharmacy that you place your order with. PharmAppy Services Limited has no control over the actions or omissions of any Pharmacy. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the App:

(a) PharmAppy Services Limited does not give any undertaking that the goods and services ordered from any Pharmacy through the App will be of satisfactory quality or suitable for your purpose and we disclaim any such warranties.

(b) Estimated times for deliveries and collections are provided by the Pharmacy and are only estimates. Neither Pharmappy Services Limited nor the Pharmacies guarantee that orders will be delivered or will be available for collection within the estimated times.

(c) PharmAppy Services Limited encourage all our Pharmacies to accept all orders and to communicate any rejection promptly, and PharmAppy Services Limited will notify you as soon as reasonably practicable if a Pharmacy rejects your order.

However, PharmAppy does not guarantee that a Pharmacy will accept and fulfil all orders, and Pharmacies have the discretion to reject orders at any time because they are too busy, due to weather conditions or for any other reason. Pharmacies will not be obliged to deliver an order to an address outside of their set delivery radius, which may change from time to time.

(d) The foregoing disclaimers do not affect your statutory rights against any Pharmacy.

Schedule 4 - Website Design and Development Services Terms and Conditions

1. Interpretation and Definitions for Website Design and Development Services

1.1 These website design and development terms (Website Design and Development Terms) form an integral part of the Agreement and are incorporated into the Agreement.

1.2 Except as expressly defined in these Website Design and Development Terms, all capitalised terms in these Website Design and Development Terms shall have the meaning given to them in the Agreement.

1.3 In these Website Design and Development Terms, the following terms have the following meanings: Content Management System (CMS) means the content management system which enables publishing, editing, modifying content, organising, deleting and maintaining from a central interface.

Pharmacy Website: means the website to be hosted by the Supplier in accordance with the Website Design and Development Services pursuant to this Agreement as set forth in the Statement of Work.

Website Design and Development Services Fee: means the charges for the Website Design and Development Services set out in the Order Form.

2. Provision of Website Design and Development Services

2.1 In consideration of the Pharmacy’s payment of the Website Design and Development Fee, the Supplier shall perform the Website Design and Development Services to the Pharmacy in all material respects in accordance with this Agreement.

2.2 Time shall not be of the essence for the performance of the Website Design and Development Services and the Supplier shall not be liable for any failure to perform the Website Design and Development Services by any dates specified or within a reasonable time thereafter.

3. Pharmacy Obligations

3.1 The Pharmacy shall:

3.1.1 provide accurate and complete Pharmacy Content to the Supplier at the time and the format required to enable the Supplier to develop the Website and to provide the Website Design and Development Services; and

3.2.2 respond promptly to reasonable requests of the Supplier for relevant information, instructions and assistance, including reasonable access to and cooperation by the Pharmacy personnel, to ensure the successful completion of the project.

3.2 The Pharmacy shall be responsible for the accuracy and completeness of the Pharmacy Content on the Pharmacy Website.

3.3 The Pharmacy guarantees and warrants that any Pharmacy Content supplied to the Supplier for inclusion in the Pharmacy Website is owned by the Pharmacy , or in the instance it is not, the Pharmacy has obtained all appropriate permissions from the rightful owner to use each of the elements.

3.4 The Pharmacy must provide to the Supplier, or procure for the Supplier, such reasonable access to the Pharmacy's computer hardware, software, networks and systems as may be reasonably required by the Supplier to enable the Supplier to perform its obligations under the Agreement.

3.5 If the Supplier’s performance of any of its obligations under the Agreement is prevented or delayed by any act, omission or default of the Pharmacy or any of its representatives, the Supplier shall have the right to suspend performance of its obligations under the Agreement (including the performance of the Website Design and Development Services) and the Supplier shall not be liable for any costs or losses arising from such suspension or otherwise from such act, omission or default of the Pharmacy and/or its representatives.

4. Supplier Obligations

4.1 The Supplier shall respond promptly to the Pharmacy’s reasonable requests for additional information or assistance to ensure the successful completion of the Website Design and Development Services.

4.2 The Supplier warrants that it has all the rights in relation to the Website Design and Development Services and the Pharmacy Website that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

4.3 The Supplier does not warrant that the Pharmacy Website or its functionality will be uninterrupted, error -free, or free from Viruses or Vulnerabilities. However, the Supplier warrants that it maintains appropriate technical and organisational security measures, consistent with good industry practice, to protect the Pharmacy Website and related systems. In the event that any material defect, Virus or known Vulnerability affecting the Pharmacy Website arises, the Supplier shall use commercially reasonable endeavours to remediate such issue promptly.

5. Intellectual Property Rights

5.1 The parties acknowledge and agree that any Intellectual Property Rights of a party (or its licensors) remain the property of that party (or its licensors) and that party (or its licensors)

shall at all times retain exclusive title to and ownership thereof, including as follows:

5.1.1 any existing or future Intellectual Property Rights in the Pharmacy Website (including the Intellectual Property Rights created in connection with the Website Design and Development Services under this Agreement), excluding the Pharmacy Content are and remain the exclusive property of the Supplier (or its licensors, as the case may be),

5.1.2 any Intellectual Property Rights in the Pharmacy Content are any remain the exclusive property of the Pharmacy (or its licensors, as the case may be).

5.2 The Pharmacy hereby grants to the Supplier a royalty -free, non -exclusive, non - transferable licence during the Subscription Term to use any Intellectual Property Rights in the Pharmacy Content to the extent necessary for providing the Website Design and Development Services and otherwise performing its obligations under this Agreement.

5.3 In consideration of payment of the Website Design and Development Services Fees, the Supplier grants the Pharmacy a non -exclusive, non -transferable licence during the Subscription Term:

(a) to permit the Authorised Users to use the use the Website Design and Development Services (including the Authorised User Account) and the Documentation solely in accordance with this agreement and specifically to make it available to End-Users for the Purpose;

(a) to integrate the Website Design and Development Services into any Application(s), to provide the Website Design and Development Services, solely as integrated into any Application(s), to End -Users and to permit those Website Design and Development Services to be used in association with the Pharmacy’s Marks; and

(b) to permit End -Users to use the Application(s) and such of the Website Design and Development Services as have been integrated into those Applications for the Purpose, provided the number of End -Users do not exceed the maximum number of End-Users permitted with the Subscription Package purchased by the Pharmacy.