These terms and conditions govern the sale of Goods by Pharmace Digital Limited (registered in England and Wales with company number 15098599, registered office: Southtown Farm, Southtown Lane, West Pennard, BA6 8NS) via www.pharmace.co.uk.

In these Conditions the following definitions apply:

• Apps — applications developed by the Supplier for PDA devices, including scan-to-shelf and delivery functionality.
• Business Day — a day other than a Saturday, Sunday or public holiday on which banks in London are open for business.
• Business Hours — 9:00 AM to 5:00 PM on a Business Day.
• Conditions — the terms set out in this document, subject to modification per clause 11.4.
• Contract — the agreement between the Supplier and the Customer for the sale of Goods in accordance with these Conditions.
• Customer — the purchasing entity.
• Force Majeure Event — an event, circumstance or cause beyond a party's reasonable control.
• Goods — the PDA devices as specified.
• Order — the Customer's written acceptance of the Supplier's quotation.
• PDA devices — two brand new personal digital assistant devices onto which the Supplier will have pre-installed and configured the appropriate Apps.
• Warranty Period — a period of 12 months from the date of delivery.
• Website — www.pharmace.co.uk.

Persons include natural persons and corporate bodies; references include successors and permitted assigns; legislation references include amendments and subordinate legislation; words such as "including" and "for example" are illustrative only; and "writing" or "written" includes email.

These Conditions supersede any other terms the Customer attempts to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

An Order constitutes an offer by the Customer to purchase Goods in accordance with these Conditions. The Customer is responsible for ensuring the Order is complete and accurate.

An Order is deemed accepted only when the Supplier issues written acceptance, at which point the Contract comes into existence.

The Customer waives any right it might otherwise have to rely on any inconsistent term in its own documents.

Any samples, drawings, descriptive matter or advertising shall not form part of the Contract nor have any contractual force.

A quotation is not an offer and shall only be valid for a period of 30 Days from its date of issue.

Goods are configured, tested and dispatched by recorded delivery or an alternative method to the Delivery Location.

Delivery is completed on the receipt by the Customer of the Goods at the Delivery Location.

Any dates quoted for delivery are approximate only. The Supplier shall not be liable for any delay in delivery that is caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions.

Where the Supplier fails to deliver, its liability is limited to the costs of obtaining replacement goods less the price of the Goods, save where the failure results from a Force Majeure Event or the Customer’s instructions.

If the Customer fails to take delivery within three Business Days of notification, delivery is deemed completed at 9:00 AM on the third Business Day, and the Supplier may store the Goods and charge all related costs and expenses (including insurance).

The Supplier warrants that on delivery the Goods shall conform in all material respects with their description as set out in the Schedule of Goods, and be free from material defects in design, material and workmanship.

If the Customer gives written notice during the Warranty Period that some or all of the Goods do not comply, the Supplier examines the Goods, the Customer returns them if requested, and the Supplier shall repair or replace the defective Goods, or refund the price.

The Supplier is not liable where the Customer continues to use the Goods after giving notice; where the defect arises because the Customer failed to follow instructions; where the defect arises from a specification supplied by the Customer; where the Customer alters or repairs the Goods without written consent; where the defect arises from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or where the Goods differ as a result of changes made to comply with statutory requirements.

Except as set out in this clause, the Supplier shall have no liability in respect of the Goods’ failure to comply with the warranty. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded.

Risk in the Goods passes to the Customer on completion of delivery.

Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds).

Until title passes, the Customer shall store the Goods separately and identifiable as the Supplier’s property, not remove or obscure identifying marks, maintain the Goods in satisfactory condition and insured for their full price from delivery, notify the Supplier immediately of relevant insolvency events, and provide information about the Goods and its financial position as reasonably required.

The price of the Goods is as set out in the Order.

The Supplier may increase the price up to seven Business Days before delivery to reflect uncontrollable cost factors (including foreign exchange fluctuations, increases in taxes and duties) or changes requested by the Customer to delivery dates, quantities, types or Specifications, or delays caused by the Customer’s instructions or inadequate information.

The price excludes VAT (charged at the prevailing rate against valid invoices) and the costs of packaging, insurance and transport.

The Supplier invoices on or after completion of delivery. The Customer pays invoices upon acceptance, in full and in cleared funds, to the Supplier’s nominated account. Time for payment shall be of the essence.

For late payments the Customer pays interest at 4% a year above the Bank of England's base rate, but at 4% a year for any period when that base rate is below 0%.

All payments are made without set-off, counterclaim, deduction or withholding (other than any tax required by law).

References to liability include every kind of liability arising under or in connection with the Contract.

Nothing limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of section 12 of the Sale of Goods Act 1979; or defective products under the Consumer Protection Act 1987.

Subject to the above, the Supplier’s total liability shall not exceed the value of the Goods supplied.

The Supplier shall not be liable for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of data; loss of goodwill; or any indirect or consequential loss.

This clause survives termination of the Contract.

The Supplier may terminate the Contract immediately on written notice for a material breach not remedied within 7 days; the Customer entering administration, liquidation, a moratorium or winding-up; substantial suspension or cessation of the Customer’s business; or a deterioration in the Customer’s financial position so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

The Supplier may suspend provision of the Goods on the occurrence of an insolvency event, anticipated insolvency, or non-payment, and may terminate immediately for non-payment on the due date.

On termination, the Customer immediately pays all outstanding invoices and interest, and the Supplier may invoice for Goods supplied but not yet invoiced. Termination does not affect accrued rights, and provisions intended to survive termination remain in effect.

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event.

Assignment — the Supplier may assign, transfer or otherwise deal with its rights or obligations; the Customer may not do so without the Supplier’s written consent.

Entire agreement — the Contract constitutes the entire agreement between the parties, who acknowledge that they do not rely on any statement outside the Contract and have no claim for innocent or negligent misrepresentation.

Variation — no variation of the Contract shall be effective unless it is in writing and signed by the parties.

Waiver — a waiver is effective only if in writing and does not imply any subsequent waiver; delay or partial exercise of a right does not waive it.

Severance — an invalid provision is deemed deleted without affecting the validity of the Contract, and the parties shall negotiate in good faith to agree a replacement provision.

Notices — written notices may be delivered by hand, first-class post or email to registered/principal offices or the Website/Order email addresses, and are deemed received on delivery (by hand), at 9:00 AM on the second Business Day after posting (by post), or at transmission, or when Business Hours resume, (by email).

Third party rights — the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.

Governing law and jurisdiction — the Contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction to settle any dispute.

Subscriptions are rolling monthly contracts, cancellable at any time. Payments are made in advance, and cancellation permits use of the software through to the end of the month. Each subscription covers one pharmacy location and includes:

1. Website Access

Access to www.app.pharmace.co.uk through a username and password supplied by Pharmace, available from an unlimited number of devices for pharmacy activities.

2. Scan-to-Shelf App

The app runs on Pharmace-supplied PDA devices, pre-installed and configured. Additional devices may be purchased. Any number of devices may be in use concurrently, provided all the devices are associated with and in use by the pharmacy location holding the subscription.

3. Delivery App

The app runs on iPhones, Android devices, or Pharmace PDA devices, pre-installed, configured and supported by Pharmace. Any number of devices required for the activities of the pharmacy holding the subscription may have the software installed, provided the devices are associated with and in use for the activities of that pharmacy location.

PDA Devices

Devices are configured, tested and dispatched by Royal Mail as brand new units. Pharmace includes telephone support of all of the Pharmace suite of software, and support in the use of the physical devices. For malfunctions not resolved through support, Pharmace dispatches a replacement via first-class post with prepaid return packaging. Within the one-year guarantee period, replacement is free; outside the guarantee period, replacement incurs Pharmace’s current device pricing.

Multiple Locations

Separate subscriptions and startup costs apply per physical pharmacy location, each with dedicated hardware.

Cancellation

On cancellation, customers retain the physical devices. Apps cease functioning at the end of the month. Website access and data remain available for seven years, after which data is permanently erased with advance notice.