Terms of Service - Pharmsmart

Terms and Conditions

What this agreement is about
Who this agreement is between
How you accept this agreement, and when this agreement starts
Setting up an Pharmsmart Account directly with Pharmsmart
Your rights to use Pharmsmart and your obligations
Restrictions on your use of Pharmsmart
Our promises relating to Pharmsmart
Data Protection
Anti-Bribery and Corruption
Anti-slavery
Confidentiality & FOI
Technical support and how we may access your Pharmsmart Account
Intellectual Property Rights
Our liability and responsibility to you if something goes wrong
Pricing for Pharmsmart and the different products and or modules within Pharmsmart
How this agreement may be brought to an end and what happens on termination
What else do you need to know?
Which laws govern this agreement?

1. What this agreement is about

1.1If you are a user of Pharmsmart, this agreement describes how you may use Pharmsmart and is made up of these terms and conditions and our Privacy Notice.

1.2In this agreement, where we say Pharmsmart or Pharmsmart Account '' by this we mean any type of Account held with CDsmart Ltd. (Examples include Branch Account, Personal Account and Head office Account.)

1.3In this agreement

1.3.1“Affiliate”means any entity that directly or indirectly controls, is controlled by, or is under common control of the subject entity, where “control” is the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an Affiliate only so long as such control continues;
1.3.2“Customer Data” shall mean the data, information or material provided, inputted or submitted by you or on your behalf into Pharmsmart, which may include data relating to your customers and/or employees.
1.3.3“Customer Personal Data” has the meaning set out in clause 8.1.
1.3.4“Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
1.3.5“Data Processor” a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller.
1.3.6“Data Protection Laws” means all applicable UK laws and regulations governing the use or processing of Personal Data, including the UKGDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time.
1.3.7“GDPR” means the UK General Data Protection Regulation.
1.3.8 “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
1.3.9“Privacy Notice” means our privacy notice posted on www.pharmsmart.co.uk (or such other URL as we may notify to you) and which may be amended by Pharmsmart from time to time.
1.3.10 “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process”, “Processed” and “Processes” shall be construed accordingly.
1.3.11“Supervisory Authority” means the Information Commissioner's Office (ICO).

1.4We may change the terms and conditions of this agreement and our Privacy Notice at any time. We will make reasonable efforts to communicate any changes to you via a notification on Pharmsmart or by sending an email to you, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this agreement and our Privacy Notice on our website at www.pharmsmart.co.uk as you will be deemed to accept all changes if you continue to use Pharmsmart.

2. Who this agreement is between

2.1This agreement is between: you, the person or organization authorized to use PHARMSMART; and us, CDsmart Ltd, Company number 09639441, VAT number (n/a), registered office: 77-81 Church St. Blackrod, Bolton BL6 5EE United Kingdom.

2.2By entering into this agreement, we both agree to be bound by and keep to it.

3. How you accept this agreement, and when this agreement starts

3.1You accept every term and condition of this agreement, and this agreement starts from the earliest date you tick a box or click on a button (or something similar) when you are asked to confirm that you accept this agreement during sign up to the service, or when you use a Pharmsmart Account (or any part of it). If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use Pharmsmart in the way described in this agreement. You must not use Pharmsmart Accounts in any other way.

3.2This agreement will continue until terminated in accordance with clause 16 or any other clause in this agreement which by its express provisions allows a party to terminate this agreement.

3.3If you don't accept this agreement, you should contact us immediately and you should not use the Pharmsmart Account.

4. Setting up an account directly with Pharmsmart.

4.1We will give you your sign-in details and passwords to enable you to use Pharmsmart Accounts (the “sign-in information”) once you have registered with us. If you wish to redeem a promotion or activation code you must enter this as part of the registration process. You will need to activate your Account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your Account may lead to an inability to access any data which may have been entered into that Account.

4.2You may take advantage of a free trial of Pharmsmart. We will confirm the duration of any applicable free trial period in a confirmatory email following registration.

4.3If you are a new customer to Pharmsmart and elect to buy Pharmsmart immediately without a free trial by signing up and entering your payment details, you will receive such discount as we may from time to time determine off the recommended retail price for 6 calendar months (or such other period as we specify on our website or in our marketing literature) starting with the month in which we accept your valid payment details. You will be charged for access to Pharmsmart from the date you provide your payment details and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for Pharmsmart. After expiry of any Discount the monthly price for your Pharmsmart service will revert automatically without notice to our current list price unless we advise otherwise. Any break in payment resulting in a deactivation and subsequent reactivation of your Pharmsmart Account will result in your monthly subscription being reactivated at our current list price. Once you have purchased your first Pharmsmart Account with any discount, any additional subscriptions by you of an Pharmsmart Account will be at our then-current price list for that Pharmsmart Account (plus VAT or equivalent sales tax) as specified on our website from time to time.

4.4If you continue to use Pharmsmart following your trial period or if you have elected to purchase Pharmsmart without taking a free trial, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 16.

4.5You must pay us by one of the following payment methods: Direct debit, Credit or Debit card, or with our prior agreement and the right to charge an Administration charge not less than £20 +VAT per payment, Cheque or BACS, (30 day payment terms apply.) We do not accept payment in cash.

4.6If at any time during your monthly subscription you want to include additional Pharmsmart components within your subscription you must pay the applicable fees for each additional Pharmsmart component and your subscription fee will be prorated from the date access to the additional Pharmsmart component is made available to you until the commencement of your next monthly subscription payment. If you wish to reduce access to certain Pharmsmart components, you may do so from the commencement of your next monthly subscription when your fees will be calculated to take account of your reduced access to the Pharmsmart components.

4.7If you fail to pay any amount payable by you under this agreement, we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of Lloyds Bank plc if you subscribe to Pharmsmart in the United Kingdom or The Bank of Ireland if you subscribe to Pharmsmart in the Southern Ireland. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.

4.8We may increase the subscription fee for Pharmsmart at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.

5. Your rights to use Pharmsmart Account and your obligations

5.1You must only use then Pharmsmart Account for your internal business purposes and only to input your own information into Pharmsmart.

5.2All Customer Data remains yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Pharmsmart (or generated by it) as we cannot guarantee that your information will not be lost or damaged.

5.3You cannot transfer your Pharmsmart subscription (or your use of Pharmsmart Account for demonstration and evaluation purposes or any free trial, promotion or activation code), to any other person or organization. For example, you cannot sell it if you no longer want to use Pharmsmart, or if you become insolvent an insolvency practitioner may not pass on your Pharmsmart subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 17.4.

5.4You must comply with all applicable laws and legislation in respect of your use of Pharmsmart and for any filing or sharing, you must ensure that the content of any files does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities.

5.5You acknowledge that we are not your advisor in relation to the information you enter into any Pharmsmart Account and we should not be used as a substitute for professional advice.

5.6You agree that if you receive any Pharmsmart Accounts at a special or discounted price you will only be able to receive Pharmsmart at that special or discounted price if your subscription fees for Pharmsmart are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your Pharmsmart Account may result in your monthly subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our website for details of our pricing.

6. Restrictions on your use of Pharmsmart.

6.1The following list gives examples of things you must not do with any Pharmsmart Account:

6.1.1you must take reasonable steps to not introduce any viruses or harmful technology to Pharmsmart;
6.1.2you must not try to gain unauthorized access to Pharmsmart or any underlying technology;
6.1.3you must not try to affect the availability of Pharmsmart to our users (sometimes called ‘a denial-of-service attack’);
6.1.4you must not give anyone else any right (of any kind) to use or benefit from Pharmsmart in any way or provide Pharmsmart to others. For example, you cannot use Pharmsmart with someone else’s information to provide a service to them;
6.1.5you may not use Pharmsmart to help you develop your own software. For example, you must not use or copy all or any part of Pharmsmart's ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law.

6.2It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Pharmsmart. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Pharmsmart or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you which is (or we reasonable deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behavior (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.

7. Our promises relating to Pharmsmart

7.1Whilst we aim to provide uninterrupted use of Pharmsmart, unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure for so long as those circumstances continue.

7.2We do not promise:

7.2.1that Pharmsmart will be compatible with your web browser or computer set-up;
7.2.2that Pharmsmart will meet your own needs;
7.2.3that you will be able to use Pharmsmart in any particular way;
7.2.4that you will get particular outputs from Pharmsmart;
7.2.5the standard of the results you get from using Pharmsmart; or
7.2.6that, where you use our technical support services, we will be able to fix your problem or remedy your issue. The fact that you have told our representative about how you intend to use Pharmsmart will not affect this clause as Pharmsmart has been developed for many different types of users, and you are responsible for setting up and accessing Pharmsmart so that you can use it in the way you need, and as best suits your circumstances.

7.3You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.

7.4We will take reasonable steps to make sure that Pharmsmart is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.

7.5You are responsible for controlling who can access your Pharmsmart Accounts. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals

7.6From time to time we may temporarily suspend access to Pharmsmart, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with Pharmsmart which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonable assistance in helping us remedy that issue.

7.7We promise that we will use our reasonable skill and care to provide any service to you under this agreement.

7.8This agreement describes all of our promises relating to Pharmsmart. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to Pharmsmart would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.

8. Data Protection

8.1For the purposes of this agreement, the parties agree that you are the Data Controller in respect of Personal Data contained within Customer Data (“Customer Personal Data”) and as Data Controller, you have sole responsibility for its legality, reliability, integrity, accuracy and quality.

8.2You warrant and represent that:

8.2.1you will comply with and will ensure that your instructions for the Processing of Customer Personal Data will comply the Data Protection Laws;
8.2.2you are authorized pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us regarding persons other than yourself;
8.2.3you will where necessary, and in accordance with the Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to Data Subjects in order for:
1. 8.2.3.1you to disclose the Customer Personal Data to us;
2. 8.2.3.2us to Process the Customer Personal Data for the purposes set out in this agreement; and
3. 8.2.3.3us to disclose the Customer Personal Data to: (a) our agents, service providers and other companies within the Pharmsmart group of companies; (b) law enforcement agencies; (c) any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and (d) any other person who has a legal right to require disclosure of the information.

9. Anti-Bribery and Corruption

9.1For the purposes of this clause 9, the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

9.2Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that: (a) all of that party’s personnel; (b) all others associated with that party; and (c) all of that party’s subcontractors; involved in performing the Contract so comply.

9.3Without limitation to clause 9.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

10. Anti-slavery

10.1Both parties shall and shall procure that its officers, employees, agents and subcontractors (if any) shall: (a) comply with all Applicable Laws, and codes relating to modern anti-slavery and human trafficking including the Modern Slavery Act 2015 (Relevant Requirements) that are applicable within the United Kingdom; (b) not engage in any activity, practice or conduct which would constitute an offence under Chapter 30 Part 1 sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out either wholly or partially within the UK; and (c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Modern Slavery Act 2015, to ensure compliance with the Relevant Requirements (especially Part 6 section 54), and will enforce them where appropriate.

11. Confidentiality & FOI

11.1Each party shall keep confidential all Confidential Information of the other party (which includes the Confidential Information of Affiliates) and shall only use the same as required to perform the obligations under these Terms. The provisions of this clause shall not apply to: (a) any information which was in the public domain at the date of the Agreement; (b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Agreement; (c) any information which is independently developed by a party without using information supplied by the other party (which includes information supplied by Affiliates); or (d) any disclosure required by law (including FOI Legislation) or a regulatory authority or otherwise by the provisions of the Agreement.

11.2No media releases, public announcements or public disclosures by either of the Parties or the Parties’ employees or agents or subcontractors relating to the Agreement or its subject matter, including but not limited to promotional or marketing material, (but excluding any announcement intended solely for internal distribution by the parties or any disclosure required by legal, accounting or regulatory requirements) may be made without the prior written approval of the other.

11.3Pharmsmart acknowledges that you may be subject to FOI Legislation and agrees to assist and co-operate with you (at our time and expense) to enable you to comply with your obligations under FOI Legislation.

11.4Without prejudice to the generality of clause 11.2, Pharmsmart shall: (a) transfer to you any FOI Legislation information request relevant to the Agreement as soon as practicable and in any event within 2 (two) Business Days of receiving a FOI Request; and (b) in relation to information held by Pharmsmart on your behalf, will provide you with details about and/or copies of all such information that you request and such details and/or copies shall be provided within 5 (five) Business Days of a request from you (or such other period as you may reasonably specify) and in such forms as you may reasonably specify.

11.5You shall be responsible for determining whether information is exempt information under FOI Legislation and for determining what information will be disclosed in response to a FOI Request in accordance with FOI Legislation.

11.6Pharmsmart shall not itself respond to any person making a FOI Request, save to acknowledge receipt, unless expressly authorised to do so by you

12. Technical support and how we may access your Pharmsmart Account

12.1During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Pharmsmart. We may provide this by telephone, email, web-chat, remote assistance (where we will access your Account and data online) or self-help online support as described in the Help Section of Pharmsmart. You grant us the right to access your systems to provide such support (and, in the case of Pharmsmart, you shall ensure that we will have access to your systems for the Lead Business and each Additional Business using Pharmsmart so that we may provide you with support). If we do not have this access we may not be able to provide you with support.

12.2We may release enhancements or provide additional features to Pharmsmart (“Updates”). The frequency and how we provide any Updates to you will be at our discretion. We will tell you when we are going to provide such Updates via a notification in Pharmsmart or by sending an email to you.

12.3We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Pharmsmart.

13. Intellectual Property Rights

13.1Although you have rights to use Pharmsmart as described in this agreement, you do not own any of the intellectual property rights in Pharmsmart or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Pharmsmart and any related logos, including any software we provide to replace all or part of Pharmsmart. The only rights you have to Pharmsmart are as set out in this agreement.

13.2You undertake not to use Pharmsmart’s name or brand in any promotion or marketing or other announcement.

14. Our liability and responsibility to you if something goes wrong

14.1This clause sets out our entire liability to you (including any Lead Business and/or Additional Business) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.

14.2Subject to clauses 14.4 and 14.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Pharmsmart product during the 12 month period immediately preceding the date on which the claim arose (such relevant Pharmsmart product being the product forming the subject matter of the claim).

14.3Subject to clauses 14.4 and 14.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):

14.3.1loss of profit, business or revenue and/or depletion of goodwill or similar losses;
14.3.2loss of use or loss of or damage to data/information inputted by you into Pharmsmart;
14.3.3any interruption to your business or damage to information, however that interruption or damage is caused;
14.3.4losses you suffer as a result of using Pharmsmart other than as described in the relevant documents or instructions; and/or
14.3.5any loss or damage which we could not have reasonable known about at the time you entered into this agreement including, without limitation any special, indirect or consequential loss or damage.

14.4Nothing in this agreement will exclude or limit our liability for:

14.4.1fraud;
14.4.2death of or personal injury to any person as a result of our negligence; or
14.4.3any other matter which cannot be excluded or limited under applicable law.

14.5All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.

14.6Your and our responsibilities under this agreement are reasonable because they reflect that:

14.6.1we cannot control how, and for what purposes, you use Pharmsmart;
14.6.2we have not developed Pharmsmart specifically for you; and
14.6.3although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Pharmsmart is problem or error free.

15. Pricing for Pharmsmart and the different products and or modules within Pharmsmart.

15.1 Pharmsmart reserves the right to charge the Customer (and the Customer shall pay) for each product or module within Pharmsmart. Examples of products include POM register, Temperature log, CD destruction register, CDsmart, Reportsmart, Methsmart, Transfersmart and Head-office.Please note this list is not exhaustive and only includes some of the most common modules / product.

15.2CDsmart Ltd reserves the right to change for product's prices at any time without further notice. However, if you have ordered but not yet paid for a product, we guarantee the price for one month from when the order was placed.

16. How this agreement may be brought to an end and what happens on termination

16.1We may end this agreement:

16.1.1immediately if we do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date; or
16.1.2at any time on giving you at least 30 days' notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.

16.2You may end this agreement at any time by sending us an email to [email protected]. In this event, the agreement and ubscription will end one calendar month from the date of the next payment due date. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period. If you continue to use Pharmsmart after the expiry of any subscription period, we will be entitled to charge you for such use at our then current applicable fees.

16.3 If you choose not to pay the subscription fee to continue to use Pharmsmart at the end of any trial period, your access to Pharmsmart will immediately end.

16.4f you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement immediately upon giving the other notice in writing.

16.5This agreement will automatically (i.e. without Pharmsmart having to tell you or you having to tell Pharmsmart) and immediately end without refund if either of us becomes bankrupt (or something similar happens), is not able to pay outstanding debts, stops trading or becomes insolvent (or something similar happens). In those circumstances any monies due from you will become immediately due and payable and neither of us will have any further obligation to the other under this agreement.

16.6 No matter how this agreement ends, the information you store in Pharmsmart remains your information and you can access it on a read only basis. If you wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.

16.7In addition to our rights to end this agreement, we may also suspend your use of Pharmsmart at any time if we do not receive payment in full when due or if we suspect that you has breached any part of this agreement.

16.8Any suspension of your Pharmsmart Account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Pharmsmart under this clause, we may at our discretion agree to reactivate your Account subject to you paying to us a reactivation fee. In accordance with clause 5.6 above, if you received Pharmsmart at a special or discounted price your monthly subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our Website for details of our pricing.

17. What else do you need to know?

17.1If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

17.2If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.

17.3This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Pharmsmart, and replaces all documents, information and other communications (whether spoken or written) between us for such use.

17.4As specified in clause 5.3, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent, our prior written consent not to be unreasonably withheld. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.

17.5A person who is not a party to this agreement has no right to enforce any term of it.

17.6Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

18. Which laws govern this agreement?

18.1If you subscribe to Pharmsmart in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.

18.2If you subscribe to Pharmsmart in the Southern Ireland this agreement is governed by the laws of Ireland and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims about this agreement.

Privacy Policy

This is our privacy policy, please read it carefully because it explains how we collect and use information about you in the scenarios that are described in paragraph 2 below. By taking any of the actions referred to in paragraph 2 below, you agree that we may collect and use your information in the ways described in this privacy policy.

Who we are
How we collect information
What we use your information for
Sharing your information
Marketing
Your information and your rights
Changes to our privacy notice
Security and Storage of information
Other sites and social media
Cookies, Analytics and Traffic Data
Compliance to the Google API Services User Data Policy
Further information

Please read this privacy notice (“Privacy Notice”) carefully as it describes our collection, use, disclosure, retention and protection of your personal information. This Privacy Notice applies to any website, application or service which references this Privacy Notice. Where you provide us with your personal information in any of the ways described in section 2 below, you agree that we may collect, store and use it: (a) in order to perform our contractual obligations to you; (b) based on our legitimate interests for processing (i.e. for internal administrative purposes, data analytics and benchmarking (see section 3 below for more information), direct marketing, maintaining automated back-up systems or for the detection or prevention of crime); or (c) based on your consent, which you may withdraw at any time, as described in this Privacy Notice.

Who we are

This Privacy Notice applies to all products, applications and services offered by Pharmsmart Ltd. (a company incorporated in England with company registration number 09639441 and whose registered office address is 77-81 Church Street, Blackrod, Bolton BL65EE), and its affiliates, but excludes any products applications or services that have separate privacy notices which do not incorporate this Privacy Notice.

How we collect information

To the extent permissible under applicable law, we collect information about you and any other party whose details you provide to us when you:

register to use our website; this will include your name, address, email address and telephone number. We may ask you to provide additional information about your business and preferences on a voluntary basis;
place an order for products or services on our website, this will include your name (including business name), address, contact details (including telephone number and email address) and your payment details;
complete online forms (including call back requests), take part in surveys, post on our message boards, post any blogs, enter any competitions or prize draws, download information such as white papers or other publications or participate in any other interactive areas that appear on our website or
interact with us using social media;
provide your contact details to us when registering to use or accessing any websites, applications or services we make available or when you update those details; and
contact us offline, for example by telephone, fax, SMS, email or post.

We also collect information about your visit to our website or use of our products or services using cookies or similar technologies (as described in paragraph 6 below).

We will also collect your information where you only partially complete and/or abandon any information inputted into our website and/or other online forms and may use this information to contact you to remind you to complete any outstanding information and/or for marketing purposes.

We also collect information from your devices (including mobile devices) and applications you or your users use to access and use any of our websites, applications or services (for example, we may collect the device identification number and type, location information and connection information such as statistics on your page views, traffic to and from the sites, referral URL, ad data, your IP address, your browsing history and your web log information) and we will ask for your permission before we do so. We may do this using cookies or similar technologies (as described in section 11 below).

We may enhance personal information we collect from you with information we obtain from third parties that are entitled to share that information; for example, information from credit agencies, search information providers or public sources (e.g. for customer due diligence purposes), but in each case as permitted by applicable laws.

How we use your information

To the extent permissible under applicable law, we use your information to:

provide any information and services that you have requested or any applications or services that you have ordered;
compare information for accuracy and to verify it with third parties;
provide, maintain, protect and improve any applications, products, services and information that you have requested from us;
manage and administer your use of applications, products and services you have asked us to provide;
manage our relationship with you (for example, customer services and support activities);
monitor, measure, improve and protect our content, website, applications and services and provide an enhanced, personal, user experience for you;
undertake internal testing of our website, applications, systems and services to test and improve their security, provision and performance, in which case, we would pseudonymised any information used for such purposes, and ensure is it only displayed at aggregated levels which will not be linked back to you or any living individual;
provide you with any information that we are required to send you to comply with our regulatory or legal obligations;
detect, prevent, investigate or remediate, crime, illegal or prohibited activities or to otherwise protect our legal rights (including liaison with regulators and law enforcement agencies for these purposes);
contact you to see if you would like to take part in our customer research (for example, feedback on your use of our applications, products and services);
to monitor, carry out statistical analysis and benchmarking, provided that in such circumstances it is on an aggregated basis which will not be linked back to you or any living individual;
deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of our applications and services;
deliver joint content and services with third parties with whom you have a separate relationship (for example, social media providers); and
provide you with location- based services (for example, advertising and other personalized content), where we collect geo-location data.

To the extent permitted by applicable law, we retain information about you after the closure of your Pharmsmart account, if your application for a Pharmsmart account is declined or if you decide not to proceed. This information will be held and used for as long as permitted for legal, regulatory, fraud prevention and legitimate business purposes.

Our website, applications (including mobile applications) and services may contain technology that enables us to:

check specific information from your device or systems directly relevant to your use of the websites, applications or services against our records to make sure the websites, applications or services are being used in accordance with our end-user agreements and to troubleshoot any problems;
obtain information relating to any technical errors or other issues with our website, applications and services;
collect information about how you and users use the functions of the features of our website, applications and services; and
gather statistical information about the operating system and environment from which you access our applications or services.

You can manage your privacy settings within your browser or our applications and services (where applicable).

In addition to the purposes described in this section 3, we may also use information we gather to deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful, based on your use of the website, applications or services or any other information we have about you (depending on the websites, applications or services, you may able to configure these features to suit your preferences). Sections 5 and 6 of this Privacy Notice provides further details on how we will do this.

We may monitor and record our communications with you, including e-mails and phone conversations. Information which we collect may then be used for training purposes, quality assurance, to record details about our website, applications and services you order from us or ask us about, and in order to meet our legal and regulatory obligations generally.

Mobile data

We may obtain information through mobile applications that you or your users install on their mobile devices to access and use our website, applications or services or which you or your users use to provide other services related to that mobile application (for example, to sync information from our application or service with such mobile application). These mobile applications may be our own mobile applications or those belonging to third parties. Where the mobile application belongs to a third party, you must read that third party’s own privacy notice as it will apply to your use of that third party mobile application. We are not responsible for such third party mobile applications and their use of your personal information.

Mobile applications may provide us with information related to a user’s use of that mobile application and use of our applications and services accessed using that mobile application. We may use such information to provide and improve the mobile application or our own application or services. For example, activity undertaken within a mobile application may be logged.

You can configure our mobile application’s privacy settings on your device but this may affect the performance of that mobile application and the way it interacts with our applications and services.

Data analytics and benchmarking

We may use information generated and stored during your use of our services for our legitimate business interests to enable us to give you the best service and/or solutions and the best experience. These purposes include to:

deliver advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of services;
carry out research and development to improve our services, products and applications;
develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services); and
provide you with location based services (for example location relevant content) where we collect geo-location data to provide a relevant experience.

Whenever we use your information for our legitimate interests, we will ensure that your information is processed on a pseudonymisedd basis and displayed at aggregated levels, which will not be linked back to you or to any living individual.

You have the right to object to processing based on our legitimate interests, and if you wish to do so, please contact us at [email protected] to discuss this further. If you object, this may affect our ability to provide certain services and/or solutions for your benefit.

Sharing your information

We may share your information with:

any company within the Pharmsmart Ltd company, for the purposes set out in this Privacy Notice, (e.g. global information and customer relationship management; software and service compatibility and improvements; and to provide you with any information, applications, products or services that you have requested);
our service providers and agents (including their subcontractors) or third parties which process information on our behalf (e.g. internet service and platform providers, payment processing providers and those organizations we engage to help us send communications to you) so that they may help us to provide you with the applications, products, services and information you have requested or which we believe is of interest to you;
partners, including system implementers, resellers, value-added resellers, independent software vendors and developers that may help us to provide you with the applications, products, services and information you have requested or which we believe is of interest to you;
third parties used to facilitate payment transactions, for example clearing houses, clearing systems, financial institutions and transaction beneficiaries;
third parties where you have a relationship with that third party and you have consented to us sending information (for example social media sites or other third party application providers);
third parties for marketing purposes (e.g. our partners and other third parties with whom we work and whose products or services we think will interest you in the operation of your business activities. For example, financial services organizations (such as banks, insurers, finance providers), payment solutions providers, software and services providers that provide business solutions);
credit reference and fraud prevention agencies;
regulators to meet Pharmsmart’s legal and regulatory obligations;
law enforcement agencies so that they may detect or prevent crime or prosecute offenders;
any third party in the context of actual or threatened legal proceedings, provided we can do so lawfully (for example in response to a court order);
any third party in order to meet our legal and regulatory obligations, including statutory or regulatory reporting or the detection or prevention of unlawful acts;
our own and Pharmsmart professional advisors and auditors for the purpose of seeking professional advice or to meet our audit responsibilities;
another organization if we sell or buy (or negotiate to sell or buy) any business or assets;
another organization to whom we may transfer our agreement with you; and
Government departments where reporting is mandatory under applicable law.

We may share non-personally identifiable information about the use of our website, applications, products or services publicly or with third parties but this will not include information that can be used to identify you.

Marketing

From time to time, we may use your information to contact you with details about our applications, products and services which we feel may be of interest to you. We may also share your information with our group companies and carefully selected third parties so that they (or we) may contact you with information about their products or services which we feel may be of interest to you. We or they may wish to contact you for this purpose by telephone, post, SMS or email. You have the right at any time to stop us from contacting you for marketing purposes. You may also request at any time that we do not share your information with third parties referred to in this paragraph. If you wish to exercise these rights you can do so by selecting your contact preferences at the point where you provide us with your information on our websites, applications or services, by sending us an email to [email protected]. You can also unsubscribe from any email marketing using the links provided in the emails we send to you.

Third party platform advertising

Where you respond to communications we post on third-party platforms (such as Facebook, Google and Twitter), we may also share your information with those third parties in order to serve targeted advertising/content to you via the relevant third party platform based on your profile/interests. Your information is used by the third-party platform provider to identify your account and serve advertisements to you. You can control what advertisements you receive via the privacy settings on the relevant provider’s platform and you should consult the third party’s help/support center for more information.

Your information and your rights

If you are based within the EEA or within another jurisdiction having similar data protection laws, in certain circumstances you have the following rights:

the right to be told how we use your information and obtain access to your information;
the right to have your information rectified or erased or place restrictions on processing your information;
the right to object to the processing of your information e.g. for direct marketing purposes or where the processing is based on our legitimate interests;
the right to have any information you provided to us on an automated basis returned to you in a structured, commonly used and machine-readable format, or sent directly to another company, where technically feasible (“data portability”);
where the processing of your information is based on your consent, the right to withdraw that consent subject to legal or contractual restrictions;
the right to object to any decisions based on the automated processing of your personal data, including profiling; and
the right to lodge a complaint with the supervisory authority responsible for data protection matters (e.g. in the UK, the Information Commissioner’s Office).

If you request a copy of your information you may be required to pay a statutory fee.

If we hold any information about you which is incorrect or if there are any changes to your details, please let us know by so that we can keep our records accurate and up to date.

If you withdraw your consent to the use of your personal information for purposes set out in our Privacy Notice, we may not be able to provide you with access to all or parts of our website, applications, and services.

We will retain your personal information for the duration of our business relationship and afterwards for as long as is necessary and relevant for our legitimate business purposes, in accordance with the Pharmsmart Data Retention, Marking and Destruction Policy or as otherwise permitted by applicable laws and regulations. Where we no longer need your personal information, we will dispose of it in a secure manner (without further notice to you).

Changes to this Privacy Notice

We may change this Privacy Notice from time to time. However we will not reduce your rights under this Privacy Notice. We will always update this Privacy Notice on our website, so please try to read it when you visit the website (the ‘last updated’ reference tells you when we last updated this Privacy Notice).

Security and storage of information

We will keep your information secure by taking appropriate technical and organizational measures against its unauthorized or unlawful processing and against its accidental loss, destruction or damage. We will do our best to protect your personal information but we cannot guarantee the security of your information which is transmitted to our website, applications or services or to other website, applications and services via an internet or similar connection. If we have given you (or you have chosen) a password to access certain areas of our websites, applications or services please keep this password safe – we will not share this password with anyone.

If you believe your account has been compromised, please contact us at
[email protected].

Other sites and social media

If you follow a link from our website, application or service to another site or service, this Privacy Notice will no longer apply. We are not responsible for the information handling practices of third party sites or services and we encourage you to read the privacy notices appearing on those sites or services.

Our websites, applications or services may enable you to share information with social media sites, or use social media sites to create your account or to connect your social media account. Those social media sites may automatically provide us with access to certain personal information retained by them about you (for example any content you have viewed). You should be able to manage your privacy settings from within your own third party social media account(s) to manage what personal information you enable us to access from that account.

Cookies, Analytics and Traffic Data

Cookies are small text files which are transferred from our websites, applications or services and stored on your device. We use cookies to help us provide you with a personalized service, and to help make our websites, applications and services better for you.

Our cookies may be session cookies (temporary cookies that identify and track users within our websites, applications or services which are deleted when you close your browser or leave your session in the application or service) or persistent cookies (cookies which enable our websites, applications or services to “remember” who you are and to remember your preferences within our websites, applications or services and which will stay on your computer or device after you close your browser or leave your session in the application or service).

We use the following different types of cookies:

Strictly necessary cookies

These are cookies which are needed for our websites, applications or services to function properly, for example, these cookies allow you to access secure areas of our website or to remember what you have put into your shopping basket.

Performance cookies and analytics technologies

These cookies collect information about how visitors and users use our websites, applications and services, for instance which functionality visitors use most often, and if they get error messages from areas of the websites, applications or services. These cookies don't collect information that identifies a visitor or user. All information these cookies collect is aggregated and therefore anonymous. We only use these cookies to improve how our website, applications and services work.

Functionality cookies

These cookies allow our websites, applications and services to remember choices you make (such as your user name, language or the region you are in) and provide enhanced, more personal features. These cookies can also be used to remember changes you have made to text size, fonts and other parts of web pages that you can customise. They may also be used to provide services you have asked for. The information these cookies collect may be anonymised and they cannot track your browsing activity on other websites.

Targeting or advertising cookies

These cookies are used to deliver adverts more relevant to you and your interests. They are also used to limit the number of times you see an advertisement as well as help measure the effectiveness of the advertising campaign. They are usually placed by advertising networks with the website operators’ permission. They remember that you have visited a website and this information is shared with other organizations such as advertisers. Quite often targeting or advertising cookies will be linked to site functionality provided by the other organization.

Web beacons and parameter tracking

We also use cookies and similar software known as web beacons to count users who have visited our website after clicking through from one of our advertisements on another website or in emails and to collect details of any products or services purchased. These web beacons collect limited information which does not identify particular individuals. It is not possible to refuse the use of web beacons. However, because they are used in conjunction with cookies, you can effectively disable them by setting your browser to restrict or block cookies.

IP Address and traffic data

We keep a record of traffic data which is logged automatically by our servers, such as your Internet Protocol (IP) address, device information. We also collect some site, application and service statistics such as access rates, page hits and page views. We are not able to identify any individual from traffic data or site statistics

Find out more about the individual cookies and analytics technologies that we use.

Description	Purpose
Cloudflare	Cloudflare merely transmits, routes, switches and caches information on behalf of us through their Anycast Network, to improve performance and security. The type of information stored in our Anycast Network is limited static content that is stored in the cache for short periods of time and certain configuration rules that are propagated to the Anycast Network (e.g., custom WAF rules). Customers have the ability to purge the information in their cache and remove custom configurations such as WAF rules at any time. For more information, please visit - https://www.cloudflare.com/privacypolicy/
Sendgrid	We are using Sendgrid to send out emails from the system for a better performance and to avoid any delays or downtime. Sendgrid by complying with the Privacy Shield Principles, can lawfully collect, receive, and process personal data from the EU and Switzerland in the US and beyond. Additionally, SendGrid’s Security has also been recognized by other third-parties including SSAE 16 (SOC 2 Type 2) certification and PCI-DSS compliance. Our customers’ use of SendGrid’s services will assist with their own GDPR obligations. For more information, please visit https://sendgrid.com/resource/general-data-protection-regulation/
Google analytics	Google Analytics uses "cookies", to help the website analyze how users use the websites, applications or services. The information generated by the cookie about your use of the websites, applications or services (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the websites, applications or services compiling reports on website activity for website operators and providing other services relating to website activity and internet usage. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google's behalf. Google will not associate your IP address with any other data held by Google. You may refuse the use of cookies by selecting the appropriate settings on your browser or within the application, however please note that if you do this you may not be able to use the full functionality of this website. By using our websites, applications or services you consent to the processing of data about you by Google in the manner and for the purposes set out above. To find out more, see “How Google uses data when you use our partners' sites or apps”,(located at https://www.google.com/policies/privacy/partners/, or any other URL Google may provide from time to time). To opt out of being tracked by Google Analytics across all websites visit: http://tools.google.com/dlpage/gaoptout
Stripe	We are using Stripe to process payments through Pharmsmart. Through Stripe we collect payment details which are managed and protected by Secure Sockets Layer implemented on the website. For more information on how Stripe is GDPR compliance, please visit - https://stripe.com/guides/general-data-protection-regulation#stripe-and-the-gdpr

How to disable cookies

You may be able to configure your browser or our website, application or service to restrict cookies or block all cookies if you wish, however if you disable cookies you may find this affects your ability to use certain parts of our website, applications or services. For more information about cookies and instructions on how to adjust your browser settings to accept, delete or reject cookies, see the https://ico.org.uk/for-the-public/online/cookies/ website.

Compliance to the Google API Services User Data Policy

Pharmsmart use and transfer of data to any other app of information received from Google's Accounts will adhere to the Google API Services User Data Policy, including Limited Use requirements.

Further information

if you have any queries about how we treat your information, the contents of this Privacy Notice, your rights under local law, how to update your records or how to obtain a copy of the information that we hold about you, please write to our Data Protection Officer at The Pharmsmart plc, 77-81 Church Street, Blackrod, Bolton BL6 5EE or send an email to [email protected] [email protected]

Cookies Policy

This website uses cookies in order to enhance your user experience. By using this website you are agreeing to the use of cookies from this website.

Cookies are small text files that websites use to remember information about you.

They’re stored on your computer and can only be accessed by the website that created them or your web browser. It is possible to change the cookie settings of your browser to allow or block cookies depending on your preference.

The cookies that are used for Google Analytics in order for us to understand what content people find useful, and for us to then provide better content on the website. This information is collected in anonymous form and includes information such as visits to the site, how you arrived at the site and what pages you visited. If you wish to opt out of this then follow this link https://tools.google.com/dlpage/gaoptout

Blocking the use of cookies may result in this website not functioning properly.