Drug Tariff Pro Licence Agreement & Conditions of Use

This is a legal agreement between the person accessing the Website (you or your) and Drug Tariff Pro (we, us or our) for the use of the Drug Tariff Pro Website, including access to all data and other information and documentation supplied with it.

If you are an organisation or entity which has agreed with us to purchase subscriptions to the Website for use by your employees, officers and/or agents, you must ensure that your employees, officers and agents (and anyone acting on your behalf in accessing and/or using the Website) comply with the terms of this Agreement, and you shall be liable for any act, omission or breach of this Agreement committed by any such persons.

We licence use of the Website to you on the basis of this Agreement. We do not sell the Website to you. We remain the owners of the Website at all times.

The purpose of the Website is to allow you to access certain information within the Drug Tariff Pro system for use in your business (the Services), only where the Drug Tariff Pro Website has been licensed to you to use pursuant to this Agreement.

In this agreement:

a) any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words; and

b) any reference to Clauses are to be construed as references to the clauses of this Agreement.

I. BY CLICKING ON THE "ACCEPT" BUTTON YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU. THE TERMS OF THIS AGREEMENT INCLUDE, IN PARTICULAR, THE PRIVACY POLICY DEFINED IN CLAUSE 1.5 AND LIMITATIONS ON LIABILITY IN CLAUSE 8.

II. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE WILL NOT LICENCE THE WEBSITE TO YOU AND YOU MUST STOP ANY ACCESS TO THE WEBSITE NOW.

1.1. The terms of this Agreement apply to the Website and the Services, including any updates or supplements to the Website and/or any Services, unless such update or supplement comes with separate terms, in which case those terms apply. If any open-source software is included in the Website or any Services, the terms of an open-source licence may override some of the terms of this Agreement.

1.2. We retain the right to unilaterally change the terms of this Agreement at any time. We will notify you of such changes via the most recent email address you have provided to us. You may be required to read and accept them to continue your use of the Website/Services.

1.3. From time to time updates to the Website may be made. Depending on the update, you may not be able to access the Services until you have acquired, downloaded or purchased such software as may be required to run the latest version of the Website and accepted any new terms.

1.4. You will be assumed to have obtained permission from the owner(s) (if you are not the owner) of any devices with which you access/use the Website (Device(s)). You and the owner of any Device(s) may be charged by your and their service providers for internet access on the Devices and we give no warranty or undertaking in relation to such charges. You accept responsibility in accordance with the terms of this Agreement for the use of the Website or any Services on or in relation to any Device, whether or not it is owned by you.

1.5. The terms of our privacy policy from time to time, available at www.drugtariffpro.com/policies/privacy-policy, applies to the Website and to the Services. Additionally, by using the Website or any Services, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send using the Website or any Services may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

1.6. By using the Website or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.

1.7. As set out in Clause 3 herein, the Website and Services are for information purposes only and it is solely your responsibility to check the accuracy of any information provided on or through the Website and the Services before using it. We do not accept liability, subject to Clause 9.2, for your reliance on the contents or accuracy of the information provided on or through the Website.

2.1. In consideration of you agreeing to abide by the terms of this Agreement and paying the Licence Fees, we grant to you a non-transferable, non-exclusive, revocable licence to use the Website on the Devices, subject to these terms, as well as our Privacy Policy and Cookies Policy which are incorporated into this Agreement by reference. We reserve all other rights.

2.2. For the avoidance of doubt in the event of a direct conflict between any terms of this Agreement and any terms of the Privacy Policy the terms of the Privacy Policy shall prevail.

2.3. You may access/use the Website on such Devices as you need to view, use and display the Website for your internal business purposes only.

2.4. You acknowledge and agree that you will access/use the Website in your capacity as a holder of a Drug Tariff Pro licence under the terms of this Agreement.

3.1. You have the option of paying the Licence Fees either annually or monthly (Payment Options) as set out at www.drugtariffpro.com/pricing from time to time, and you agree to pay to us the relevant Licence Fees on the following terms:

3.2. We reserve the right to change the Licence Fees at any time in line with the terms and conditions of this Agreement.

4.1. Drug Tariff Pro warrants that it has and will maintain any necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement during the term of this Agreement.

4.2. Notwithstanding Clause 4.1, Drug Tariff Pro does not warrant that the Website or Services will comply with any specific regulatory requirements which affect your business, will be uninterrupted or error-free, or that the Website or Services (including any data or documentation) and/or the information obtained by you through the Website or Services will meet your requirements or that defects in the Website or Services will be corrected.

4.3. Drug Tariff Pro is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of any data over communication networks and facilities, including the Internet, and you acknowledge that the Website and the Services (and any data or documentation) may be subject to limitations, delays and other problems inherent in the use of such facilities.

4.4. You acknowledge that the Website and/or the Services may enable or assist you to access the website content of, correspond with, access information and services from, third parties via third party websites and systems and that you do so at your own risk.

4.5. Drug Tariff Pro will not be liable for a breach of warranty where you do not notify us in writing of a failure within 14 days of your becoming aware of that failure.

4.6. Drug Tariff Pro specifically does not warrant:

4.7. For the avoidance of doubt, you acknowledge that the information provided within or by the Website or Services should be used as a guide only and it is solely the responsibility of you to check the accuracy of such information before using or relying upon it.

5.1. Except as expressly set out in this Agreement, and as permitted by applicable law, you agree:

You must:

6.1. not use the Website or any Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Website, any Services or any operating system;

6.2. not infringe our intellectual property rights or those of any third party in relation to your use of the Website or any Services, including the submission of any material (to the extent that such use is not licensed by this Agreement);

6.3. not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Website or any Services;

6.4. not use the Website or any Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and

6.5. not collect or harvest any information or data from any Services or our systems or attempt to decipher any transmissions to or from the servers running any Services (excepting such collection and use of information or data as may be expressly permitted under the terms of this Agreement),

together Acceptable Use Restrictions.

7.1. You acknowledge that all intellectual property rights in the Website, the Services and associated technology anywhere in the world belong to us, that rights in the Website are licensed (not sold) to you, and that you have no rights in, or to, the Website, the Services or the technology other than the right to use the same only in accordance with the terms of this Agreement.

7.2. You acknowledge that you have no right to have access to the Website in source-code form.

If you encounter difficulties with the use of the Website please contact us by email at support@drugtariffpro.com and we will use our reasonable endeavours to resolve such difficulties.

9.1. You acknowledge that the Website has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Website meet your requirements.

9.2. Nothing in this Agreement shall limit or exclude our liability for:

9.3. Subject to Clause 9.2, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

9.4. Subject to Clauses 9.2 and 9.3, our total aggregate liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the annual amount of the Licence Fees that you pay to us.

9.5. Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of Clauses 5 and/or 6 (above). Accordingly, without prejudice to any other rights and remedies available to us, we shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of that Clause 5 and/or 6.

10.1. This Agreement continues from year to year or month to month, depending on the selected Payment Options (commencing in each case on the date you accept the terms of this Agreement) unless or until terminated by either party in accordance with its terms.

10.2. Your subscription may be cancelled by selecting the account button located on the bottom left of the menu bar in the app. You will be directed to a payment portal where your subscription can be cancelled. If you cancel your subscription you will not be charged at the end of your then current billing cycle for any further cycle. You will not be entitled to a refund of any payments already made in respect of your then current billing cycle. If you cancel your subscription you will no longer be licensed to use the Website or access the Services and this Agreement shall be deemed terminated at the time your subscription cancellation takes effect (i.e., at the end of the billing cycle in which you request cancellation).

10.3. You may also request deletion of your account should you wish to remove all data associated with it. To delete your account please email support@drugtariffpro.com stating that you wish to delete your account. Your account will be deleted in accordance with the terms of our Privacy Policy.

10.4. We may terminate or suspend your subscription/account (and as a result, this Agreement) immediately at any time:

10.5. On termination or suspension for any reason:

11.1. Any notice given to either party under or in connection with this Agreement shall be in writing, addressed to the relevant party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing (if any), and shall be delivered personally, sent by pre-paid first class post, recorded delivery or commercial courier. Notice shall also be permitted by email if sent to the email address that the relevant party has specified to the other in writing.

11.2. A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 10.1; if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second normal working day after posting; or, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed. A notice shall be deemed to have been received by email at the time of sending except where a bounce-back or error message is received by the sender in which case notice shall not be effective.

11.3. The provisions of this Clause 10 shall not apply to the service of any proceedings or other documents in any legal action.

Subject to Clause 9.2, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control including natural disasters, war, invasion, hostilities, acts of terror, riot or civil unrest, government law or order or actions, embargoes or blockades, national emergencies, epidemic or pandemic, or other “Act of God” (Force Majeure Event). In such circumstances the time for performance shall be extended by such period as the event, circumstance or cause reasonably persists and continues to cause delay/failure in performance, provided that after a continuous period of 30 days the party not affected by such event, circumstance or cause shall have the right to terminate this Agreement on notice to the other party. For the avoidance of doubt, a change to a party’s financial or economic circumstances shall not be considered a Force Majeure Event.

You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with, this Agreement or any right, benefit or interest under it, nor transfer, novate or sub-contract any of your obligations under it, without our prior written consent.

14.1. A waiver of any right or remedy under this Agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

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

A person who is not us or you shall not have any rights under or in connection with this Agreement.

Nothing in this Agreement shall constitute a partnership or employment or agency relationship between the parties.

17.1. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

17.2. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

18.1. This Agreement supersedes all prior understandings or agreements on the subject matter hereof unless otherwise expressly specified in writing in such prior agreement. This Agreement may be varied only in accordance with its terms. For the avoidance of doubt any prior agreement on the subject matter hereof between You and Drug Tariff Pro in its capacity as a sole trader is herein extinguished and replaced entirely by this Agreement between You and Drug Tariff Pro Ltd.

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

19.2. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.