Terms & Conditions

Terms & Conditions - Pharmacy

1. DEFINITIONS

1.1  In these General Terms & Conditions, the following terms and phrases shall have the following meanings:

• Agreement: the written contract between Provider and Pharmacy for the provision of Services;
• Affiliate: For any Party, any legal entity controlling, controlled by or under the same control as such Party; where control (including, with correlative meanings, the terms controlled by and controlling) means the possession of the power to direct the management and policies of such Person, whether through ownership interests, by contract or otherwise;
• Confirmed Delivery Date: The estimated date on which Provider plans to make the relevant service available to the Pharmacy;
• Pharmacy: the Party contracting with BidRx for the Services;
• Pharmacy's Equipment: Pharmacy's or End-User's premises Equipment. Any equipment other than BidRx's Equipment that is used/provided by the Pharmacy in connection with the service;
• End-User: means Person or entity entitled to use or access the service provided by the Pharmacy.
• Fees: NRC and MRC together with any additional costs;
• NRC: non-recurring charges, such as installation charges and any other one-off fees set out in a SOF;
• MRC: monthly recurring charges, amounts payable by the Pharmacy to Provider for the service every month during the Term, specified in detail in the SOF for such service;
• Initial Term: Minimum contract period for the service to be provided in twelve (12) months unless defined otherwise in the SOF;
• Party: Pharmacy and Provider individually;
• Parties: Pharmacy and Provider together;
• Personnel: Persons employed, contracted, or subcontracted by each of the Parties;
• Portal: Online portal for Pharmacy to access real-time quotes, progress data, and performance statistics;
• Provider: means BidRx or any of its Affiliates when providing the Services to its Pharmacies.
• Provider's Equipment: Any equipment as part of a Service provided and installed by or on behalf of Provider;
• Renewal Term: Contract period following completion of the Initial Term for which a Service will renew as defined in the SOF;
• RFS: Ready For Service. Status of a Service Order when it is ready to be used by the Pharmacy, and when the billing starts;
• Service(s): The services provided by or on behalf of Provider to the Pharmacy;
• Service Term: Individually and collectively the Initial Term and Renewal Terms, if any;
• SOF: Service Order Form. Standard form (electronic or paper) for the ordering of Services;
• Term: the Initial Term and any Renewal Term(s).

 2. SERVICE,SERVICE DELIVERY

2.1 Providing Quality Services. The Provider will(a) provide Services with due care and the skill of a competent provider of telecommunications services, (b) ensure that the goods supplied as part of the Services are a good fit for the purpose for which they supplied, and (c)endeavor to provide, but not guarantee, the provision of continuous fault free services.

2.2 Delivery Date of the Service. Provider shall use all reasonable endeavors to ensure that the RFS date falls on or before the Confirmed Delivery Date.

2.3 Late Delivery. If the RFS date is delayed due to reasons attributable to the Pharmacy, Provider, in addition to what is stipulated in Clause 2.9, reserves the right to start billing for the service on the Confirmed Delivery Date.

2.4 Problem in the Pharmacy Network. If the Pharmacy requests the Provider to address a problem with a Service, which proves to be caused by issues with the Pharmacy's network, equipment connected directly or indirectly to the Provider's Equipment or Pharmacy's Personnel, Provider reserves the right to charge all reasonable expenses incurred by the Provider in resolving the reported problem.

2.5 Demarcation. Unless agreed in writing between Provider and Pharmacy, Provider shall not be responsible for assessing Pharmacy's or End-User's facilities, computer and transmission capacity needs and the uses to be obtained from that place or for the interoperability of the Services with equipment of Pharmacy's or the End-User, or Pharmacy's services. The Pharmacy is solely responsible for the choices made concerning this situation.

2.6 Safeguarding Network Integrity. To safeguard the integrity of the network or provisioning of the service (s),the Provider may take measures and give instructions to the Pharmacy that Provider considers necessary to prevent or correct deficiencies in the net work or the service. As a result, the Pharmacy agrees to follow all such instructions immediately or allow Provider or its sub-contractors access to any location to prevent or correct deficiencies as aforesaid.

2.7 Local Environmental Conditions and Power Standards. It is the Pharmacy's responsibility to prepare and maintain the local environmental conditions and power standards in line with industry standards, both in preparation for the delivery of the service and for the duration of the service. As part of this responsibility, the Pharmacy needs to provide power on the premises when and where required.

2.8 Returning Provider's Equipment at the end of Service Term. Upon the end of the Service Term, the Pharmacy or End-User shall promptly return to Provider or its suppliers any Provider's Equipment. The Provider is entitled to invoice any costs arising out of or in connection with Pharmacy's or End-User's failure to return the Provider's Equipment to Provider or its suppliers.

2.9 Additional Charges. An additional charge may be added to the NRC if the installation fails due to a responsibility of the Pharmacy, including but not limited to; no access to the premises, incorrect/missing internal cabling or power facilities, and wrong environmental conditions.

2.10 Regulatory Compliance. The Pharmacy is responsible for ensuring that the Pharmacy respectively End-User complies with all local regulatory provisions, mainly but not limited to the use of Services.

2.11 Feasibility. It may be feasible to provide a service order for any Pharmacy, and it may be possible to check to ensure the drug meets with the Providers approval. If not approved, the Provider will notify the Pharmacy in such cases and endeavor to provide an alternative if possible.

2.12 Use of the Service. Pharmacy may use any Service for its purposes, provided that the Pharmacy;

a) complies with applicable legislation for which it holds licensure in the state to dispense medication; and

b) or any End-User does not use the service in any illegal manner; and

c) shall remain responsible for any access and use of the Service by End-Users, all Charges incurred and compliance with all terms and conditions by it and End-Users under the MSA; and

d) ensures that the Pharmacy terminates access immediately for anyone no longer an End-User.

Breach by the Pharmacy of this Clause shall constitute a material breach. Additionally, BidRx reserves the right to suspend service where the Pharmacy violates this Clause.

The obligations and responsibilities of BidRx under the MSA are sole to the Pharmacy and not to any third party, including any other User. The Pharmacy will keep it harmless and will indemnify BidRx, its officers, affiliates, employees, agents, and subcontractors against any liabilities or costs arising from all claims by any third party, including End-Users, in connection with the use or misuse of the service as set out in this.

 3. TAXES,GOVERNMENTAL CHARGES

3.1 Applicable Taxes. Applicable Taxes means all taxes, levies, fees, duties, charges, surcharges, assessments, or withholdings of any kind or nature levied or imposed upon Provider or Pharmacy, arising from or relating to the provision by Provider of the Services to Pharmacy(including, without limitation, sales, excise taxes, universal service fees, together with any penalties, fines or interest(resulting from Pharmacy's failure to pay Applicable Taxes hereunder after being invoiced for such) by any government, state, provincial or local government, public authority, including its agencies, commissions, and tribunals, or their designated agents, having jurisdiction over this transaction. The Provider will specify Applicable Taxes in each invoice.

3.2 Service Charges. Service Charges mentioned in quotes and SOFs, do not include Applicable Taxes, as applicable, in connection with the furnishing of such service.

3.3 Exemption Evidence. Suppose a Pharmacy believes itself to be exempt from payment of or liability for any Applicable Taxes and does not wantto get invoiced for these Applicable Taxes. In that case, it must provide the Provider with the relevant Certificate(s) demonstrating its eligibility for exemption.

3.4 Survival. If applicable, the Pharmacy's obligation to pay Applicable Taxes under Clause 3 will survive the expiration or early termination of these terms and conditions.

3.5 Change in Fees due to Regulatory Changes. Provider shall be entitled to vary the Fees at any time if there is a regulatory change that increases the costs to Provider or any other Provider Affiliate providing the Services to the Pharmacy.

3.6 Indexation. The Provider is entitled to change the service prices (s) annually by the applicable Consumer Price Index (CPI).  

4. BILLING, PAYMENT

4.1 Fees. All service charges shall be exclusive of Applicable Taxes unless explicitly mentioned otherwise. The MR Care is due monthly, in advance of service provision. All Fees must be paid in US Denomination unless stated otherwise.

4.2 Applied Exchange Rates. Exchange rates are not applicable if all transactions provided by the Provider or Pharmacy occur in the United States of America. Any transaction outside the USA will result in an agreed-upon exchange rate before service order fulfillment.

4.3 Billing Principles. The following billing principles shall apply for Services unless otherwise expressly provided for in the Agreement:

i. Non-Recurring Charges shall be invoiced by the Provider on the RFS date;

ii. Recurring charges shall be invoiced monthly in advance; and

iii. Usage-based charges and charges based on times and material rates shall be invoiced monthly in arrears.

4.4 Payment Term. All charges are payable within thirty (30) days of the invoice date by transferring the invoiced sums into the relevant bank account designated on the invoice without any set-off or deduction. BidRx reserves the right to charge:

i. interest of three percent (3%) per month on all invoiced amounts which remain unpaid after such thirty (30) calendar days period; and

ii. all reasonable collection costs, including but not limited to reasonable legal expenses.

4.5  Credit Allowances. All service credit allowances payable to the Pharmacy shall be credited on the invoices for the recurring charges in the month following the Pharmacy's request for such service credit. Any credit allowances shall be credited to Pharmacy if Pharmacy is not in default of the payment obligations set out in this Clause 4.

4.6 Disputes. The Provider may withhold payment of an invoice which Pharmacy disputes in good faith, provided that Provider shall notify the Pharmacy in writing, within thirty (30) days of the invoice date and provided that Provider shall only be entitled to withhold payment up to the amount disputed in good faith by Pharmacy.

5. DURATION, TERMINATION

5.1 Terminating Services.

5.1.1 Cancellation. Unless agreed otherwise, the service may be terminated after RFS, subject to providing written notice of such termination to the other Party at least 30

(thirty) days before the termination date, such termination to be effective at the end of the Initial Term or the end of a Renewal Term. Should the Provider or Pharmacy terminate any part of the Services before the end of the current Term (Initial Term or Renewal Term), then either Party shall be liable for all accrued but unpaid charges incurred or credits received through the date of termination.

Cancellation before Ready for Service. If a Pharmacy chooses to cancel a Service before the RFS date, it shall be liable for a near termination fee being the total sum of the NRC and all MRC for the entire Initial Term.

5.1.2. Cancellation Order Form. Termination is only valid after Parties have signed a Cancellation Order Form specifying precisely (the parts of the Services to be terminated and the details of early termination fees. BidRx shall provide such Cancellation Order Form to the Pharmacy without undue delay upon receiving the termination notice.

5.2 Material Breach. If stated Party fails to remedy such material breach within thirty (30) calendar days after receiving written notice specifying the material breach and requiring it to be fixed, or (ii) by the nature of the material breach, it is incapable of remedy. Either Party shall be entitled to terminate a Service if the other Party materially breaches the Agreement's obligations or SOF.

5.3 Dissolve a SOF and Discontinue Services. Provider shall be authorized, without serving notice of default and without recourse to the court, to dissolve the SOF with immediate effect and to discontinue the service (s) if:

i. Pharmacy has been declared bankrupt or has petitioned for bankruptcy;

ii. Pharmacy or its Affiliates fail to pay any Outstanding Amount owed to BidRx or any of its Affiliates within fifteen(15) days after receipt of written notice requesting the same;

5.4 Suspending Services. Provider shall exercise and take action without prior notice to suspend the provision of part or all of the Services and (where applicable) to disconnect, switch off, block access to or remove BidRx's Equipment, including its data or cables, on the following occasions:

i. if and in so far as the Provider is requested to do so by a governmental or regulatory authority, is required to do so to comply with statutory or regulatory requirements (or enforcement thereof) or is required to do so according to an order of a court;

ii. Pharmacy fails to comply with legal or regulatory requirements concerning the use of Services;

iii. The quality and availability of service(s) provided by the Provider to other Pharmacies is or is threatened to be adversely affected by the conduct of Pharmacy or its Personnel or by its equipment or cables;

iv. if the safety of persons or property is (or is threatened to be) adversely affected by the conduct of Pharmacy or its Personnel;

v. if Pharmacy or its Personnel breach the Acceptable Use Policy; and

vi. in case of an emergency.

Pharmacy shall be obliged to pay all Fees payable throughout suspension as referred to this Clause (except for Sub-Clause i).

5.5 Lifting the Suspension. The suspension referred to in Clause 5.4 shall be lifted within one (1) business day after the grounds giving rise to the rest have ceased to exist. Provider shall then be entitled to claim, and Pharmacy shall pay upon demand any reconnection charges incurred by the Provider when lifting the suspension and resuming the provision of the service (s).

 6.WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION

6.1 Warranties. The Provider expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Provider makes no warranty that the Services will meet the Pharmacy's requirements, nor that the service (s)will be uninterrupted, timely, secure, or error-free. No advice, information, or expectation, whether oral or written, obtained by the Pharmacy through the use of the service shall create any warranty not expressly made herein. The Provider does not monitor and disclaims all liability and responsibility for the content of any communication transmitted by Pharmacy or others via the Services and disclaims all liability and responsibility for unauthorized use or misuse of the Services.

6.2 Limitations of Liability. A Party shall under no circumstances be held liable for any indirect loss, damage or expense, including, without limitation, loss of profits, revenues, goodwill, management time or anticipated savings or any other form of indirect or consequential damages resulting from such Party's failure to perform its contractual obligations or arising from any negligent conduct in connection with such performance or arising from or in connection with any unavailability, delay, interruption, disruption or degradation in or of the Services, nor for any loss, destruction or degradation of information. Parties each waive the right to bring a claim against the other Party arising out of or in any way relating to a Service Order or their Agreement more than six months after the date of the event giving rise to the claim.

6.3 Intentional misconduct and gross negligence. With the sole exception of intentional misconduct and gross negligence and without prejudice to any limitation of liability contained elsewhere in these terms and conditions or any other contractual documents, each Parties' aggregate liability to the other Party arising from any contractual breach or failure is limited to a maximum of 250,000 (two hundred and fifty thousand) US Dollars per incident or a maximum of 500,000 (five hundred thousand) US Dollars per calendar year.

6.4 Indemnification. Pharmacy agrees to defend, indemnify and hold Provider. Its Personnel harmless from any liabilities, costs, and expenses, including reasonable legal expenses, resulting from or relating in any way to third-party claim, demand, action, or proceeding that arises out of this Agreement including by no limited to about:

i. the use of the Services or the placement or transmission of any materials on the Internet by Pharmacy or the End-User;

ii. the acts or omissions of Pharmacy or the End-User, in connection with the installation, maintenance, presence, use, modification or removal of equipment, or software;

iii. any claims by third parties howsoever arising out of services that will be provided by the Pharmacy to such third parties using the Services, or out of any false or misleading representations made by a Pharmacy concerning the Services of Pharmacy's relationship with Provider;

iv. claims for infringement of any third party proprietary right, including copyright, patent, trade secret, and trademark rights, arising from the use of any services, equipment, and software not provided by the Provider or of the improper use of services, equipment, or software provided by Provider;

v. non-compliance with any laws or regulations relating to anti-bribery and corruption, data privacy, confidentiality obligations, communication and exportation of technical data arising out or about the utilization of the Services;

vi. any omission or non-compliance of the Pharmacy with any permit or exemption required for the operation of the Services by the Pharmacy; or

vii. any non-compliance of Pharmacy's Equipment with applicable telecommunication industry standards; or

viii. non-compliance with regulatory requirements concerning the use of Services.

6.5 Reporting. Any alleged failure by Provider to perform its contractual obligations and any damage arising from or in connection with any unavailability, delay, interruption, disruption, degradation of the Services or negligent conduct of Provider shall be reported in writing to the Provider without undue delay, but in any event within thirty(30)calendar days of the Pharmacy becoming aware of it. BidRx shall not be liable for any such failure or damage that the Pharmacy does not report within this period unless the Pharmacy shows that it could not reasonably have known and reported such loss or damage within such period.

 7. INSURANCE

Pharmacy will maintain a licensed insurance company rated A- or better by A.M. Best, a Commercial General Liability insurance in an amount not less than one million(1,000,000) USD's per occurrence, and two million (2,000,000) USD's general aggregate. All insurance carried by the Pharmacy will be primary and non-contributory with any insurance accepted by the Provider.

 8. FORCE MAJEURE

8.1 Force Majeure Events. A Party shall not beheld liable for failure to perform any of its obligations(except the obligation to make payments) under these terms and conditions if such failure is caused by or arises as a result of an event of force majeure, including, but not limited to, the following examples (provided these examples were not caused or made possible due to the negligence of such Party): fire, flood, strike, cable or fiber cuts, lightning, prolonged general power outages, acts of God, changes of the regulatory environment, acts of governmental or military authorities, civil unrest, terrorism, and war.

8.2 Notification. The Party victim of a force majeure event shall, as soon as reasonably possible, notify the other Party about the occurrence of such event and the estimated extent and duration of its inability to perform its obligations under the Agreement.

8.3 Minimizing Effects. In the event of a force majeure event, the Party victim of the force majeure event shall use all reasonable endeavors to minimize the effects of the force majeure event.

 9.CONFIDENTIALITY, PUBLICATIONS

9.1 Confidentiality. Each of the Parties warrants that all of the information received by the other Party, which is marked as confidential or reasonably can be assumed to be confidential (including but not limited to BidRx charges, price books, quotes, and names of BidRx suppliers), in nature shall remain secret for the entire duration of any Agreement and a period of three (3) years after that unless a legal obligation mandates disclosure of that information. The Party receiving the confidential information shall a) only use it for the purpose for which it has been provided; b) restrict disclosure of the confidential information solely to those employees of such Party and its Affiliates, officers, directors, representatives, agents, employees, contractors or consultants, with a 'need to know", and not disclose it to any other person or entity without the prior written consent of the disclosing Party; c) advise all receiving party officers, directors, representatives, agents, employees, contractors or consultants with access to the confidential information of their obligations to protect the confidential information provided hereunder and the receiving Party shall be liable for breaches of the Agreement by such persons. Information shall, in any event, be considered confidential if either of the Parties designates it as such.

9.2 Non-Applicability of Confidentiality. The obligation of secrecy referred to in Clause 9.1 shall not apply to information which:

i. is already in possession of, or which is previously known to, the receiving Party at the time of its receipt from the disclosing Party, other than by breach of the present obligation of secrecy;

ii. is in or comes into the public domain other than by breach of the present obligation of secrecy;

iii. is obtained from a third party who is permitted to disclose such information, or has been generated by the receiving Party without any use of the confidential information received from the disclosing Party;

iv. is required bylaw, regulation or judicial order or the rules of a relevant stock exchange to be disclosed; or

v. is provided to the respective (legal) advisors, auditors, or financiers of the Parties, provided they are obligated to treat such information as confidential.

9.3 Publications. The Provider may publicize the existence of the relationship between the Parties for its marketing activities. Subject to the preceding, neither Party shall make any press announcements concerning this Agreement or publicize this Agreement in any way without the prior written consent of the other Party.

 10.INTELLECTUAL PROPERTY RIGHTS

10.1 Non-exclusive, Non-transferable License. Subject to the restrictions and terms set out in these terms and conditions, Provider grants to Pharmacy a non-exclusive, non-transferable license to use the software, equipment, or other materials provided under or in connection with the Agreement on an 'as-is basis for internal purposes only and in so far as is necessary to utilize the service (s)provided thereunder.

10.2 Property Rights. All intellectual or industrial property rights to any software, equipment, or other materials, including documentation provided to the Pharmacy under or in connection with the Agreement, shall solely be held by the Provider or its suppliers or licensors.

10.3 Infringement of Other Parties Rights. Provider shall use all reasonable endeavors to ensure that the use by the Pharmacy of the software, equipment, or other materials provided by the Provider in connection with the service (s) shall not infringe any third party's property rights or intellectual property rights.

10.4 Infringement. If a court of law establishes that Pharmacy infringes any intellectual property right belonging to a third party as a consequence of an act or an omission of Provider; Provider shall take such measures as to ensure that the infringement is remedied and that Pharmacy's use of service (s) is not affected or, if this, at the sole discretion of the Provider, is not reasonably possible, terminate the service (s) and reimburse the Pharmacy for any charges paid for service (s) not received.

11. Data protection & Privacy

Parties will maintain appropriate administrative, physical, organizational, and technical measures and safeguards for personal data protection, security, confidentiality, and integrity. Furthermore, Parties shall be responsible for ensuring that the processing of personal data is made following the privacy laws as applicable to each Party. Parties are independently responsible for all obligations and responsibilities of the data subjects whose information is being processed.

 12. Compliance

12.1 Parties shall represent and warrant that it is duly organized, validly existing, and in good standing under the laws of the place of its origin, and possesses all the authority and necessary licenses or permits as required under applicable laws to enter into and perform its obligations.

12.2 Parties shall represent and warrant that it fairly conducts its business with good governance and comply with applicable rules regarding ethical & responsible standards, including human rights, environmental protection, sustainable development, bribery, and corruption. Pharmacy shall a) implement appropriate and effective policies to ensure compliance and b) request subcontractors or End-Users to adhere to compatible high standards.

 13. GOVERNINGLAW, JURISDICTION, DISPUTE RESOLUTION

13.1 Governing Law. The United States of America laws shall govern all Agreements between Provider and the Pharmacy.

13.2 Dispute Resolution. The Parties shall endeavor to amicably resolve any dispute concerning the implementation or interpretation of their Agreement. The Parties agree to aim to work out a settlement within thirty (30) days following the day of written notification of the dispute. No later than two weeks after the written notice of the conflict, the Parties' representatives shall meet in Person. In case the Parties' representatives cannot find a solution for the dispute within the 30 days, the dispute shall be escalated to the next management level, and the next level managers shall aim to find a solution within two weeks. Any dispute that cannot be settled amicably between the Parties shall be finally settled by 3(three) arbitrators appointed by the Arbitration Rules of the Chamber of Commerce. The place of arbitration shall be in Phoenix, Arizona, and the arbitration shall be conducted in English. This does not exclude the possibility for either Party to seek preliminary relief or collect any payment due to it and outstanding under any agreement from a competent court of law.

 14. GENERAL TERMS

BidRx End Pharmacy's agent. It may be necessary for certain jurisdictions, e.g., for regulatory or licensing, or tax reasons, for the End Pharmacy to obtain the service, or part of the service, directly from a third-party service provider under a separate agreement. BidRx manages such Agreement on behalf of the End Pharmacy; it will only do so as an agent of the End Pharmacy and will not assume any liability under such Agreement.

The general terms and conditions of the Pharmacy (if any) shall not apply to the Services and the business relationship of Provider and Pharmacy unless they expressly agree otherwise in an agreement. BidRx reserves the right to change these General Terms and Conditions at any time.