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 choose to receive the Marketplace
Services, a service that is available to any pharmacy customers with an Agreement
with PharmAppy.
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:
(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:
Pharmacies that are not Marketplace Pharmacies:
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 shall accept binding
sales, 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, and accordingly you commit to selling the relevant product or
service, 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 customer 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:
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
The Charges relating to the Marketplace Services are set out below.
In this section:
·
“Contract”
means the contract between an End-User and a Pharmacy for a Service Booking
made via the App which has been confirmed by the Pharmacy.
·
“Our Fee”
means 10% commission.
·
“Service
Booking” means a booking made by an End-User with a Pharmacy for a private
(non-NHS) service booking via the App.
·
“Service
Booking Cost” means the sum payable by the End-User in respect of a
Service Booking. The Service Booking Cost payment sent to you will be subject
to our Fee.
Each Contract entered into for a Service Booking made via the App is
subject to Our Fee.
You shall receive payment of the Service Booking Cost applicable for
each Contract through a Stripe Connected Account. Payment of the Service
Booking Cost will be subject to Our Fee.
Worked Example:
Service Booking Cost: £100
Our Fee: £10
Payment made to you via Stripe: £90
Joining and leaving PharmAppy Marketplace
Every Customer 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.