(last updated April 1, 2025)

       1.            Definitions and General Clauses

Applicable Laws means all applicable laws, statutes, regulations and codes from time to time in force in the United Kingdom.

Authorised Users means the employees, agents and independent contractors of the Pharmacy who are authorised by the Pharmacy to use the BeWell Platform Services, as further described in clause 2.2.4.

BeWell Platform Services means the BeWell website (www.bewell.co.uk), the BeWell application (*.bewell.co.uk), and the underlying software and infrastructure that support those Platform Services, including, without limitation, the Website Service, patient mobile applications, BeWell business applications, Pharmacy Pro,  Services Scheduler, and Practice Management tools (collectively, the “Platform Services”).

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours means 09:00 to 17:00 local UK time on each Business Day.

Control shall have the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.

Fees means the Subscription Fees, One-Time Fees, and Usage Fees payable by the Pharmacy for access to and use of the BeWell Platform  Services.

GPhC means the General Pharmaceutical Council.

Initial Term means the initial term of this Agreement, as set out in the Contract Details.

One-Time Fees means any non-recurring fees charged to the Pharmacy as set out in the Order Form or invoice.

Order Form means any Order Form executed by the Pharmacy or Authorized User and BeWell which specify the agreed upon commercial details between the parties.

Patient means an individual who has signed up to the Platform pursuant to BeWell’s terms and conditions to receive Pharmacy Services provided by the Pharmacy.

Permitted Recipients means the parties to this Agreement, their employees, and any third parties engaged to perform obligations in connection with this Agreement.

Pharmacy  Services means the professional services provided by the Pharmacy to its patients and customers, including, but not limited to, the dispensing of prescriptions, over-the-counter medication sales, health consultations, and other healthcare services provided in accordance with Applicable Laws and regulatory requirements.

Purpose means:

•        (i) to enable the Pharmacy to perform its obligations and to provide the Pharmacy  Services; and
 

•        (ii) to enable BeWell to perform its obligations and to provide the Platform Services.

Shared Personal Data means the personal data (as defined in the Data Protection Legislation) to be shared between the parties pursuant to this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

(i) contact details including names, addresses, telephone numbers, and email addresses of the Patients;

(ii) dates of birth relating to Patients; and

(iii) medical history and health information relating to Patients.

Software means the BeWell software application provided as part of the BeWell Platform Services.

Subscription Fees means the subscription licence fees payable by the Pharmacy to BeWell for the use of the Platform Services, as set out in the Order Form.

Subscription Term means the meaning given in Clause 2 (being the Initial Term together with any subsequent Renewal Periods).

UK GDPR means the General Data Protection Regulation as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

Usage Fees means any usage-based fees incurred through use of the Platform Services, including but not limited to:

•        (a) SMS messages: £0.04 per message;
 

•        (b) Video consultations: £0.004 per minute.

Virus means any thing or device (including any software, code, file or program) which may:

•        (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network;
 

•        (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data;
 

•        (iii) adversely affect the user experience, including worms, trojan horses, viruses and similar devices.

General Clauses

             1.1.      Person
A person includes an individual, corporate body, or unincorporated body (whether or not having separate legal personality).

             1.2.      Plural and Singular
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

             1.3.      Statutes and Statutory Provisions
A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement (save where otherwise expressed in this Agreement) and shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

 2.      Effective Date, Subscription Terms, and Renewals

             2.1.      Effective Date
This Agreement shall take effect on the date the Pharmacy clicks "Agree" to these Terms or accessed the Service (the “Effective Date”).

             2.2.      Service Activation Date
The “Service Activation Date” is the date on which BeWell first makes the Platform Services available to the Pharmacy for operational use.

             2.3.      Initial Term
The Initial Term shall commence on the Service Activation Date and continue for a period of twelve (12) months.

              2.4.      Renewals

Subscriptions shall automatically renew for successive twelve (12) month periods (each a “Renewal Term”) unless the Pharmacy provides BeWell with at least thirty (30) days’ prior written notice of non-renewal before the end of the then-current term.

 3.      Fees, Charges and Payment

             3.1.      Fees. The Pharmacy shall pay all applicable Subscription Fees, Usage-Based Fees, and One-Time Fees (collectively, the "Fees") as set out in the relevant Order Form or subsequent invoice issued by BeWell.

             3.2.      Invoicing and Payment. All Subscription and One-Time Fees are payable monthly in advance.  Usage-Based Fees are payable monthly in arrears.  BeWell shall issue invoices on a monthly basis for the Fees in accordance with the Order Form, or as otherwise stipulated.

             3.3.      Payment Information.  On or before the Platform Services Activation Date, the Pharmacy shall provide to BeWell valid, up-to-date, and complete payment and billing information. Whether the Pharmacy provides a payment method by direct debit or credit card, it authorises BeWell to charge the respective account for any Fees on the Platform Services Activation Date, and every subsequent payment period thereafter during each Term.

             3.4.      Usage-Based Fees. In addition to the Subscription Fees, the Pharmacy shall pay any applicable usage-based fees incurred during the applicable billing period, including but not limited to:

•     SMS charges

•     Video Consultation charges

             3.5.         Currency and VAT. All amounts payable are in GBP and exclusive of VAT and any other applicable taxes, which shall be added to the invoice at the prevailing rate.

             3.6.         Overdue Amounts. Without prejudice to any other rights or remedies, BeWell reserves the right to:

•     suspend the Pharmacy's access to the Platform Services until payment is received, if payment is not received within five (5) Business Days of the current period due date;

•     charge interest on overdue amounts at the rate of 4% per annum above the Bank of England base rate from time to time, accruing daily from the due date until payment is made in full; and/or

•     charge statutory interest and recovery costs as provided under the UK Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until payment is made in full.

             3.7.         Disputed Invoices. If the Pharmacy disputes any portion of an invoice in good faith, it shall notify BeWell within ten (10) Business Days of receipt of the invoice, providing details of the dispute. The Pharmacy shall pay the undisputed portion of the invoice while the dispute is resolved.

 4.      Termination

             4.1.      BeWell may terminate this Agreement with immediate effect by written notice (without affecting any other right or remedy available), if the Pharmacy:

•     fails to pay any amount due and remains in default ten (10) Business Days after the payment due date;

•     commits a material breach that is irremediable or fails to remedy a remediable breach within ten (10) Business Days of the breach;

•     suspends or is unable to pay debts, or becomes insolvent under the Insolvency Act 1986;

•     suspends or ceases substantial business operations.

             4.2.      On termination:

•     All licences granted under this Agreement shall immediately terminate and the Pharmacy shall immediately cease all use of the Platform Services.

•     Each party shall return or destroy all property and materials of the other party.

•     BeWell may destroy or dispose of any Shared Personal Data unless the Pharmacy requests, within ten (10) Business Days of termination, a copy of the most recent Shared Personal Data. This will be provided within thirty (30) days subject to all outstanding fees being paid.

•     Termination shall not affect accrued rights or obligations existing prior to termination.

 5.      Eligibility and Authority

             5.1.      By entering into this Agreement, you represent and warrant that:

•     You are a business entity lawfully operating as a pharmacy in the United Kingdom with appropriate General Pharmaceutical Council (GPhC) accreditation.  Pharmacies in Northern Ireland and Ireland will require appropriate PSI accreditation.

•     All pharmacies must remain in good standing with the respective governing bodies of the pharmacy profession.

•     You have full authority to bind the subscribing pharmacy to these terms.

•     You will use the Service solely for business purposes in accordance with applicable laws and regulations.

 6.      Use of the Service

             6.1.      The Pharmacy is granted a non-exclusive, non-transferable licence to access and use the Service during the Term at the following locations: (i) registered pharmacy premises that are explicitly listed as active locations on the Platform Services; and/or (ii) any addresses specified in the Order Forms.

             6.2.      These rights shall not be considered granted to any subsidiary, group or holding company of the Pharmacy or to any pharmacy that is operated or controlled by the Pharmacy (or any third party) from a different address. No right to grant sub-licences is provided.  No implied rights are granted to the Pharmacy beyond those expressly set out in this Agreement.

 7.      User Licences

             7.1.      The Pharmacy is permitted to authorise its staff, employees, and contractors ("Authorised Users") to use the Platform Services during the Subscription Term solely for the Pharmacy’s internal business operations.

             7.2.      The Pharmacy must not:

•     Use the Service for unlawful purposes;

•     Attempt to reverse-engineer, decompile, or otherwise misuse the software;

•     Share login credentials outside its organisation.

 8.      User Management and Responsibility

             8.1.      BeWell provides the Pharmacy with the ability to independently manage staff, create unique user accounts and logins for each Authorised User it wishes to provide access to the Platform Services.  Pharmacies can also remove access to any Authorised User at any time without the assistance of BeWell.  Ultimately, Pharmacies take on full responsibility for its own Authorised Users use of the Platform Services including but not limited to:

•     compliance with all applicable laws with respect to its activities under this Agreement, including but not limited to the Data Protection Legislation and those relating to patient confidentiality;

•     ensuring that the Authorised Users use the Platform Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement; and

•     obtaining and maintaining all necessary licences, consents and permissions necessary for BeWell, its contractors and agents to perform their obligations under this agreement, including without limitation the Platform Services;

             8.2.      Pharmacies are fully responsible for managing access and user activities on the Platform Services, including compliance with applicable laws and regulations.  The Pharmacy is solely responsible for all activities conducted by its Authorised Users. It agrees to ensure that all Authorised Users comply with this Agreement and remain liable for any misuse or unauthorised access arising from their use of the Service.

             8.3.      Each Authorised User must:

•     Use their own unique user account to access the Platform Services

•     Logout after their respective use of the Platform Services to ensure no other person can access the Platform Services without their own respective unique user account

•     Keep a secure password for their use of the Platform Services, which must be changed regularly and kept confidential.

             8.4.      Unauthorized Usage

•     The Pharmacy and its Authorized Users shall not:

•     licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform Services available to any third party except the Authorised Users;

•     Copy, modify, duplicate, or create derivative works of the Platform Services;

•     Attempt to reverse engineer or decompile the Platform Services;

•     Use the Platform Services to develop a competing product or service;

•     Assist, share access or credentials with any third parties in obtaining access to the Platform Services, either directly or indirectly including but not limited to screen sharing, video recordings, screenshots, images or the sharing of proprietary documentation.

•     The Pharmacy shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform Services and, in the event of any such unauthorised access or use, promptly notify BeWell.

•     The Pharmacy shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform Services that: (i) is unlawful, harmful, offensive, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (vi) is otherwise illegal or causes damage or injury to any person or property; and BeWell reserves the right, without liability or prejudice to its other rights to the Pharmacy, to disable the Pharmacy’s access if such material is detected.

       9.            BeWell Obligations

             9.1.      BeWell will provide the Platform Services with reasonable skill and care. If non-conformance occurs, BeWell will use commercially reasonable efforts to remedy it.

             9.2.      BeWell warrants that it has and will maintain all necessary licences, consents, and permissions which are necessary for the performance of the Platform Services and its obligations under this agreement.

             9.3.      BeWell does not warrant uninterrupted or error free service, nor is it liable for issues arising from internet connectivity or third party failures.  BeWell is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Pharmacy acknowledges that the Platform Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

             9.4.      BeWell does not warrant that the Platform Services and/or the information obtained by the Pharmacy through the Platform Services will meet the Pharmacy’s requirements.

             9.5.      BeWell shall use reasonable efforts to make the Platform Services available 24 hours a day, 7 days a week, subject to the following exceptions:

•     planned maintenance, which will typically occur between 00:00 and 04:00 (local time); and

•     unscheduled maintenance outside of Business Hours, provided that at least four (4) hours’ notice is given.

   10.            Pharmacy Obligations

          10.1.      The Pharmacy shall:

•     perform its professional obligations with the highest level of care, skill, and diligence, in accordance with best practices in the pharmacy and healthcare professions;

•     obtain and maintain all necessary licences, consents, and registrations required for the lawful operation of its Pharmacy Services and the performance of its personnel, in accordance with applicable professional standards;

•     adhere to all applicable standard operating procedures and remain compliant with all relevant regulatory and professional governing bodies;

•     ensure that all personnel involved in the provision of Pharmacy Services are suitably qualified, appropriately registered (where required), and comply with the General Pharmaceutical Council (GPhC) code of conduct, ethics, and standards for pharmacies and pharmacists (or any equivalent or successor guidance or acceptable professional practice);

•     confirm that it is authorised and solely responsible for determining whether it is permitted to offer and provide any Pharmacy Services under applicable laws;

•     not do, or omit to do, anything that could reasonably be expected to cause BeWell to lose any licence, authority, consent, or permission upon which BeWell relies for the delivery of the Platform Services;

•     ensure that its systems, network, and/or mobile devices (as applicable) comply with the technical specifications provided by BeWell from time to time; and

•     be solely responsible for procuring and maintaining its network connections and telecommunications links to BeWell’s data centres, and for all issues, delays, delivery failures, or losses arising in connection therewith or caused by the internet.

          10.2.      The Pharmacy further agrees and acknowledges that:

•     it is responsible for any breach of these Terms of Service by its affiliates, Authorised Users, agents, or subcontractors, and shall be liable as if it were its own breach;

•     its use of the Platform Services is at its sole risk, and the Platform Services are provided on an “as is” and “as available” basis, without any warranty or condition, express, implied, or statutory;

•     BeWell does not warrant that the Platform Services will be uninterrupted, timely, secure, or error-free;

•     BeWell does not warrant that the results obtained from use of the Platform Services will be accurate or reliable;

•     BeWell is not responsible for any tax obligations or liabilities incurred by the Pharmacy in connection with its use of the Platform Services; and

•     BeWell does not warrant that the quality of any products, Platform Services, information, or other materials purchased or obtained through the Platform Services will meet the Pharmacy’s expectations, or that any errors in the Platform Services will be corrected.

          10.3.      Pharmacy Change of Control.  In the event of a planned change of control (e.g. sale of a pharmacy location), the Pharmacy must:

•      provide BeWell with thirty (30) days’ prior written notice

•     coordinate a meeting with all three parties

•     ensure that a Change of Control plan is agreed upon regarding the continuity or termination of service, at least ten (10) Business Days prior to the actual Change of Control event

          10.4.      Pharmacy Closure or Dissolution.  The Pharmacy must use commercially reasonable efforts to notify BeWell at least ten (10) Business Days prior to any closure or dissolution.

11.      Data Protection

          11.1.      Each party shall comply with its obligations under the Data Protection Legislation, which includes the Data Protection Act 2018, the GDPR, the UK GDPR and any other data protection legislation applicable in the United Kingdom and/or the European Union from time to time.

          11.2.      The Pharmacy acknowledges and agrees that it is the Data Controller and BeWell is the Data Processor in respect of any personal data processed under this Agreement, and each party shall comply with their respective obligations under the applicable Data Protection Legislation.

          11.3.      The Pharmacy shall ensure that it has all necessary lawful bases and notices in place to enable the lawful processing and transfer of personal data to BeWell, including where necessary obtaining consent from data subjects for the use of the Platform Services.

          11.4.      BeWell shall implement and maintain appropriate technical and organisational measures to safeguard personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

          11.5.      A separate Data Processing Agreement (“DPA”) governs the processing of personal data under this Agreement and is hereby incorporated by reference. In the event of any conflict between this Agreement and the DPA, the terms of the DPA shall prevail to the extent of such conflict.

          11.6.      Shared Personal Data means any Personal Data (as defined under applicable Data Protection Laws) made available or otherwise transferred by the Controller (the Pharmacy) to the Processor (BeWell) in connection with the provision of the Platform Services under this Agreement.

          11.7.      Where the parties share personal data as independent controllers (each a “Data Discloser” or “Data Receiver”, as appropriate), they agree:

•     to process such Shared Personal Data only for the agreed purposes and in accordance with the lawful basis communicated to the relevant data subjects;

•     to not process such Shared Personal Data in a manner incompatible with the original purpose;

•     to ensure all Shared Personal Data disclosed is accurate and up to date;

•     to maintain records of processing and cooperate in responding to data subject rights requests or regulator enquiries.

          11.8.      Each party shall promptly inform the other upon becoming aware of any breach of the Data Protection Legislation relating to this Agreement, and shall cooperate fully with any investigations or mitigation efforts required.

          11.9.      Neither party shall carry out a Restricted Transfer of Shared Personal Data unless:

•     such transfer is subject to an adequacy decision or other appropriate safeguards under the UK GDPR or GDPR;

•      the parties enter into the ICO’s template international data transfer agreement (IDTA), which shall prevail over conflicting terms in this Agreement to the extent required.

      11.10.      If BeWell appoints a sub-processor to process Shared Personal Data on behalf of the Pharmacy, BeWell shall:

•     ensure such appointment is made under a written contract compliant with Article 28 of the UK GDPR;

•     remain liable for the acts and omissions of any such sub-processor.

      11.11.      Each party shall indemnify the other against all direct and indirect losses, liabilities, costs, and expenses (including legal and regulatory penalties and reasonable legal fees) arising out of or in connection with any breach of this clause or the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party notifies the indemnifying party promptly upon becoming aware of the claim and provides reasonable cooperation and sole authority to manage the defence.

      11.12.      This clause shall survive termination or expiry of this Agreement.

12.      Data Usage

          12.1.      Use of Anonymised and Aggregated Data.  Subject to compliance with applicable Data Protection Laws, the Processor may generate, use, and disclose data derived from the Shared Personal Data, provided that such data is anonymised and/or aggregated such that it does not identify any individual or reveal confidential information of the Controller (“Derived Data”). The Processor may use such Derived Data for its own purposes, including but not limited to analytics, benchmarking, product development, and commercial exploitation.

          12.2.      Commercial Use of Data.  The Processor shall process Shared Personal Data solely on the documented instructions of the Controller and in accordance with applicable Data Protection Laws, unless required to do otherwise by applicable law.

          12.3.      Notwithstanding the above, the Processor may use Shared Personal Data for commercial purposes, including but not limited to resale or other commercial endeavors, only to the extent that the Controller has provided its express authorisation to such use (the “Authorised Commercial Use”).

          12.4.      Any Authorised Commercial Use shall be subject to: (a) a separate written agreement or documented instruction specifying the scope, purpose, and limitations of such use;
 (b) continued compliance with applicable Data Protection Laws; and
 (c) appropriate safeguards to ensure that any such use does not compromise the rights and freedoms of Data Subjects.

          12.5.      Nothing in this clause shall be interpreted as granting the Processor any rights in relation to Shared Personal Data beyond those explicitly authorised by the Controller.

   13.            Intellectual Property

          13.1.      "Intellectual Property Rights" includes patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks, service marks, trade names, domain names, rights in get-up and trade dress, logos, goodwill, design rights, rights in software and databases, and rights to protect confidential information (including know-how and trade secrets), whether registered or unregistered and including all applications, renewals or extensions, and rights to claim priority, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

          13.2.      Ownership of all Intellectual Property Rights in the Platform Services (including software, content, features, and trademarks) are owned by or licenced to BeWell. Except for the limited rights expressly granted, no rights are transferred to the Pharmacy.

          13.3.      Licence to Pharmacy.  BeWell grants to the Pharmacy a limited, non-exclusive, non-transferable licence to use the Platform Services during the Subscription Term solely for the purpose of providing Pharmacy Services. The Pharmacy shall not copy, reproduce, modify, distribute, or create derivative works of any component of the Platform Services.

          13.4.      Licence to BeWell.  The Pharmacy grants to BeWell a limited, non-exclusive, irrevocable licence during the Subscription Term to use the Pharmacy’s name, logo, brand, or trademark for the purposes of operating the Platform Services and facilitating access to the Pharmacy Services. The Pharmacy warrants it has the rights to grant this licence.

          13.5.      Rights Assurance.  BeWell confirms that it has all necessary rights to grant the rights granted under this Agreement.

   14.            Feedback

          14.1.      BeWell welcomes any ideas and/or suggestions regarding improvements or additions to the Platform Services. Under no circumstances will any disclosure of any idea, suggestion, feature request or related material or any review of the Platform Services, third party services or any third party provider (collectively, “Feedback”) to BeWell be subject to any obligation of confidentiality or expectation of compensation.

          14.2.      By submitting Feedback to BeWell (whether submitted directly to BeWell verbally or in writing), you waive any and all rights in the Feedback and that BeWell is free to implement and use the Feedback if desired, as provided by you or as modified by BeWell, without obtaining permission or licence from you.

          14.3.      Ownership and Use of Feedback.  By providing Feedback, the Pharmacy acknowledges and agrees that:

•     all Feedback is provided voluntarily and without any obligation of confidentiality or expectation of compensation;

•     BeWell shall have a perpetual, irrevocable, worldwide, royalty-free right to use, copy, modify, sublicense, distribute, and otherwise exploit such Feedback for any purpose, commercial or otherwise, without restriction or obligation to the Pharmacy;

•     BeWell shall exclusively own all rights, title, and interest in and to any improvements or modifications to the Platform Services that result from or incorporate any Feedback; and

•     the Pharmacy hereby irrevocably assigns to BeWell all intellectual property rights in and to such Feedback to the fullest extent permitted by law, and where such assignment is not permitted, grants BeWell an unlimited, non-exclusive, royalty-free, and sublicensable licence to use the Feedback.

   15.            Confidentiality

          15.1.      "Confidential Information" is information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.  

          15.2.      BeWell’s Confidential Information includes all information that you may receive relating to us, or to the Platform Services, that is not known to the general public.  It includes all non-public, proprietary, or confidential information, whether oral, written, electronic, or visual, disclosed by one party to the other, including but not limited to business operations, financial information, trade secrets, patient data, proprietary software, technical designs,  product plans, product and device prototypes, technical designs and specifications, non-publicly sourced data of any kind, business and marketing plans.  All technical and non-technical information in any form disclosed by one party to the other party by any means, if and for so long as the data and information are protectable as trade secrets by the disclosing party under applicable law or are otherwise subject to legal rights that give the disclosing party independent of contract, a right to control use and disclosure of the data and information.

          15.3.      Obligations.  Each party agrees:

•     To use the other party’s Confidential Information only to perform obligations under this Agreement.

•     To protect such Confidential Information with the same level of care used to protect its own confidential information, but in no event less than reasonable care.

•     Not to disclose such Confidential Information to any third party, except to its employees, agents, or subcontractors who need to know the information and are under similar confidentiality obligations, at least as stringent as those contained herein.

          15.4.      Exclusions.  Confidential Information does not include information that:

•     Was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information;

•     Is or becomes publicly known through no breach by the receiving party;

•     Was lawfully in the receiving party’s possession prior to disclosure;

•     Is disclosed lawfully by a third party without restriction and/or is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

•     Is independently developed without reference to the disclosing party’s Confidential Information, which can be shown by written evidence.

          15.5.      Legally Required Disclosure.   If disclosure is required by law, court order, or regulatory authority, the receiving party shall cooperate, and where permitted, provide prompt notice to the disclosing party.  In each case, the receiving party shall use commercially reasonable efforts to ensure that such disclosure is accorded confidential and protective treatment.

          15.6.      Survival.  These confidentiality obligations shall survive the termination of this Agreement.

   16.            Indemnity

          16.1.      Indemnity by the Pharmacy.  The Pharmacy shall indemnify, defend, and hold harmless BeWell, its officers, employees, agents, and affiliates from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable legal and professional fees) arising out of or in connection with any wilful misconduct, gross negligence, or breach of this Agreement (including any incorporated documents, such as the Acceptable Use Policy and Data Processing Agreement) by the Pharmacy, its Authorised Users, affiliates, agents, or subcontractors. This includes, without limitation:

•        any misuse of the Platform Services by the Pharmacy;
 

•        any violation of applicable law or regulation;
 

•        any actual or alleged infringement of third-party rights (including intellectual property rights);
 

•        any communications, advice, or content provided by the Pharmacy to patients via the Platform Services;
 

•        any aspect of the Pharmacy’s relationship, health practice,  or transactions with patients, including but not limited to complaints, refunds, disputes, or alleged regulatory violations; and
 

•        any negligence or failure by the Pharmacy to perform, or delay in performing, the Pharmacy Services or any of its obligations under this Agreement.

          16.2.      Indemnity by BeWell.  BeWell shall indemnify and defend the Pharmacy against any claim that the authorised use of the Platform Services infringes a third party’s intellectual property rights in the United Kingdom, provided that:

•     the Pharmacy notifies BeWell promptly in writing of any such claim;

•     BeWell is given sole control of the defence and settlement of the claim; and

•     the Pharmacy provides all reasonable assistance, at BeWell’s expense.

          16.3.      BeWell shall not be liable to the extent the alleged infringement arises from modifications not authorised by BeWell, use contrary to the documentation, or use after notice of infringement.

          16.4.      In the defence or settlement of any claim, BeWell may procure the right for the Pharmacy to continue using the Platform Services, replace or modify the Platform Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on two (2) Business Days’ written notice to the Pharmacy without any additional liability or obligation to pay liquidated damages or other additional costs to the Pharmacy.

          16.5.      In no event shall BeWell, its employees, agents and sub-contractors be liable to the Pharmacy to the extent that the alleged infringement is based on:

•     a modification of the Platform Services by anyone other than BeWell;

•      the Pharmacy’s use of the Platform Services in a manner contrary to the instructions given to the Pharmacy by BeWell; or

•     the Pharmacy’s use of the Platform Services after notice of the alleged or actual infringement from BeWell or any appropriate authority.

          16.6.      Exclusive Remedy.  The indemnity in this Clause 16 constitutes the Pharmacy’s sole and exclusive rights and remedies, and BeWell’s (including BeWell’s employees’, agents’ and sub-contractors’) entire obligations and liability, for  intellectual property infringement.

   17.            Limitation of Liability

          17.1.      Platform Services Use and Responsibility.  The Pharmacy acknowledges and agrees that:

•     The Pharmacy assumes sole responsibility for: (i) the provision and quality of the Pharmacy Services; and (ii) results obtained from the use of the Platform Services by the Pharmacy, and for conclusions drawn from such use.

•     BeWell is not liable for any damage caused by errors or omissions in any information or instructions provided by BeWell to the Pharmacy in connection with the Platform Services or any actions which are taken by BeWell at the Pharmacy’s direction.

•     all warranties, conditions, and representations implied by statute or common law are excluded to the fullest extent permitted by law; and

•     the Platform Services are provided “as is” and “as available”, without any warranties of reliability, accuracy, fitness for purpose, or uninterrupted availability.

          17.2.      Non-Excludable Liabilities.   Nothing in this Agreement shall limit or exclude either party’s liability for:

•     fraud or fraudulent misrepresentation; or

•     any matter which cannot be lawfully limited or excluded.

          17.3.      Liability Cap – BeWell

•     BeWell shall not be liable for any loss of profits, business, goodwill, data, or for any indirect, incidental, or consequential loss, damages (including loss of profits or data), whether arising in contract, tort, or otherwise;

•     BeWell’s total aggregate liability arising in connection with this Agreement shall not exceed the greater of:
 (i) £5000 (five thousand pounds); or
 (ii) the total Subscription Fees paid in the twelve (12) months prior to the claim.

          17.4.      Regulatory Responsibilities.   BeWell assumes no responsibility and has no liability whatsoever for the Pharmacy’s compliance with applicable laws,  the lawful provision of Pharmacy  Services, or obligations of any kind with respect to the Pharmacy’s provision of the Pharmacy Services.

          17.5.      Medical Disclaimer.  The Pharmacy acknowledges that BeWell is not a registered pharmacy and does not provide any regulated services or give any medical or pharmaceutical advice, recommend treatments, or provide diagnoses or recommendations about health (mental or physical), conditions, illnesses, symptoms, conditions or ailments, and does not supply medicinal products. Any content provided via the Platform Services is provided for general information only and should not be taken as medical or pharmaceutical advice or diagnosis, and the Pharmacy acknowledges it should not rely on any such content.

          17.6.      Pharmacy Content and Communication.  The Pharmacy remains solely responsible for any advice, information, or communications provided to patients, including via the Platform Services.

   18.            General Terms

          18.1.      Force Majeure. Neither party shall be liable for failure or delay in performance (excluding payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, strikes (excluding those involving a party’s own workforce), industrial action, civil commotion, riots, war, governmental restrictions, telecommunications or utilities failures, or hosting or internet outages. The affected party shall notify the other of the event and its anticipated duration.

          18.2.      Amendments.  BeWell may update this Agreement from time to time.  Continued use of the Platform Services following any update shall constitute acceptance of the revised terms.

          18.3.      Entire Agreement / Non-Reliance. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.  This Agreement (including any Order Forms, incorporated policies, and the Data Processing Agreement) constitutes the entire agreement between the parties and supersedes all prior discussions, understandings, or agreements, whether oral or written.

          18.4.      No Waiver.  No failure or delay by either party in exercising any right or remedy shall operate as a waiver of that or any other right or remedy, nor shall any partial or single exercise of any right or remedy preclude any further exercise of that or any other right or remedy.

          18.5.      Severability.  If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

          18.6.      Assignment.  The Pharmacy may not assign, transfer, or sub-contract any of its rights or obligations under this Agreement without BeWell’s prior written consent.

          18.7.      No Partnership.  Nothing in this Agreement is intended to create a partnership or agency relationship between the parties. Neither party has authority to bind the other.

          18.8.      Third Party Rights.  No third party shall have any rights under this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999.

          18.9.      Fees and Price Changes.  BeWell may change its fees and pricing at any time and at its sole discretion.  Fees contracted will be honored through the end of their existing and current term.  Upon a Renewal term, the new fees would apply.  Usage-based fees may be updated at any time with 30 days notice.

      18.10.      Notices.  All notices must be in writing and delivered either via email to info@bewell.uk or sent by pre-paid first-class or recorded delivery post to the recipient’s registered address. Notices shall be deemed received upon delivery or, if outside Business Hours, at 9:00 a.m. on the next business day.

      18.11.      Governing Law and Jurisdiction
This Agreement shall be governed by the laws of England and Wales.  The courts of England and Wales shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.

   19.            Website Services

          19.1.      Website Service.  If you have subscribed to our Website Service or a Website has been provided to you as part of your subscription, the below will apply to you:

•     A Website means the digital product created, hosted, and maintained using BeWell’s Platform Service, consisting of web pages and content made available online, and provided to you as a managed service.

•     BeWell will use reasonable efforts to deliver the Website within 3 Business Weeks of the Materials submission date as long as it is deemed complete by BeWell.

•     Upon notification of readiness, you shall review and provide approval (via email or written confirmation).   If notification is not received, you are responsible for following up with BeWell.

•     You acknowledge that timely co-operation is essential for BeWell to successfully launch your website on our platform.  It is your responsibility to ensure the accuracy and completeness of all submitted Materials and Content; and to provide timely updates and corrections as necessary.

•     You warrant that you own or hold appropriate rights to i) your business name; ii) the domain name(s); and iii) other names included which may belong to another third-party e.g. a right to sell or promote.

•     Except for the Materials, all Intellectual Property Rights in the Website and its Content shall belong to BeWell.

•     You shall indemnify BeWell against any losses arising from a breach of these obligations.

•     You are responsible for ensuring that any legal content (e.g., terms and policies) or health related information provided on your Website complies with applicable laws and healthcare best practices.  Should you request any changes or updates to this content, BeWell will ensure these are made in a timely manner.

          19.2.      Website Themes

•     You can implement our Website Themes to use for your Pharmacy Website. You are free to modify our Themes, but do not infringe upon the intellectual property rights of others. Note that Themes may disappear over time and are subject to change.

•     You may establish the appearance of your Pharmacy Website with a design template from the website platform (a “Theme”). You may modify the Theme to suit your Pharmacy website. BeWell may add or modify the footer in a Theme that refers to BeWell at its discretion. BeWell may modify the Theme where it contains, in our sole discretion, an element that violates the BeWell AUP or other provisions of the Terms of Service, even if you received the Theme in that condition. BeWell may modify the Theme to reflect technical changes and updates as required.

•     The intellectual property rights of the Theme remain the property of BeWell.

•     It is the responsibility of the Authorized User, and not BeWell, to ensure that the installation of a new theme does not overwrite or damage the current or preexisting theme, or UI, of the user.

          19.3.      Website Materials and Content. 

•     References to "Materials" includes any content, text, data, graphics, images, audio, video, or other information provided by you for inclusion on a website and accessed by a visitor.

•     References to "Content" includes any content, text, data, graphics, images, audio, video, or other information provided by BeWell for inclusion on a website and accessed by a visitor.

•     You grant BeWell a non-exclusive licence to use the Materials for the duration of the Term for the purpose of providing the Website Services.

•     You warrant that all submitted Materials are accurate, complete, and lawful and agree to keep them up to date.  You  warrant that the Materials do not breach any laws or third-party rights, including IP or content standards.

•     You shall indemnify BeWell against any claims that the Materials infringe third-party rights, including rights in names, domains, or images.

•     BeWell does not monitor visitor-generated content.

•     BeWell may remove ANY content it suspects to be unlawful, no longer a correct healthcare practice, or in breach of the Agreement or professional practice and will notify you where practicable.

•     Indemnities in this clause are conditional upon the indemnified party:

i)   Promptly notifying the indemnifier of any claim;
ii)  Not making admissions or settlements without consent;

iii) Providing reasonable assistance; and
iv) Allowing the indemnifier control of the defence.

          19.4.      Website Service Termination. For up to one month after termination, BeWell will assist with domain transfers hosted by BeWell as part of its own Registrar account subject to:
 i)  £25 admin fee; and
ii)  All fees being paid in full.

•     If unpaid or unarranged, BeWell may retain the domain.

•     Rights and obligations existing at termination, including IP and indemnity clauses, shall survive expiry or termination.

   20.            Additional Services

          20.1.      Email Services.  By using the Email  Services, you agree that BeWell may use certain tools to ensure the content of the emails sent through the service is safe and compliant with our policies.

•     You may generate or send emails from the Platform Services using the Email Services (the “Email Services”).  In addition to the terms applicable to the Platform Services generally (including BeWell’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access and use of the Email Services:

•     BeWell employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service, or BeWell’s Acceptable Use Policy (collectively, “Threats”). By using the Email Services, you explicitly grant BeWell the right to employ such Content Scanning. BeWell does not warrant that the Email Services will be free from Threats, and each Pharmacy is responsible for all content generated by their respective Authorized Users.

•     BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). BEWELL, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.

•     Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.

•     Your use of the Email Services must comply with BeWell’s Privacy Policy. It is your responsibility to read and understand the Privacy Policy applicable to your use of the Email Services and the emails you generate or send through the Email Services.

•     You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.

•     Your use of the Email Services must follow all applicable guidelines established by BeWell. The guidelines below are examples of practices that may violate the Email Services Requirements when generating, or sending emails through the Email Services:

(i) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);

(ii) using purchased or rented email lists;

(iii) using third party email addresses, domain names, or mail servers without proper permission;

(iv) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com);

(v) sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);

(vi) failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;

(vii) failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;

(viii) failing to include in each email a link to the then-current privacy policy applicable to that email;

(ix) disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;

(x) failing to include in each email your valid physical mailing address or a link to that information; or

(xi) including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the Email to another recipient.

•     If you or a patient knows of or suspects any violations of the EmailServices requirements, please notify BeWell at info@bewell.com. BeWell will determine compliance with the Email Services requirements in its discretion.

•     BeWell’s Email Services utilize Third Party Providers, including SendGrid (a Twilio Company). Your use of the Email Services is subject to SendGrid’s Acceptable Use Policy as it may be amended by SendGrid from time to time.

          20.2.      SMS Services.  When you use our SMS Services, you have to comply with our terms, the acceptable use policies of the SMS providers, and the law.

•     The SMS Services allow you to send certain communications to your patients by short message service (SMS) messaging (for example, sending order confirmation notifications via SMS) (the "SMS Services"). You will only use the SMS  Services in compliance with these Terms of Service, any other applicable terms and the laws of the jurisdiction from which you send messages, and in which your messages are received.

          20.3.      Royal Mail.  If you use Royal Mail Shipping, you must comply with the Shipping Terms of Service.

•     You can purchase shipping labels from within your BeWell console for delivery of goods. In addition to these Terms of Service, your access to and use of Royal Mail Shipping is subject to the Royal Mail Shipping Terms of Service, located at https://www.royalmail.com/terms-and-conditions

          20.4.      Third Party Services.  

•     BeWell may from time to time recommend, provide you with access to, or enable third party software, applications (“Apps”), products, platforms, or website links (collectively, “Third Party Services”) for your consideration or use, including via BeWell Connectors.  Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Service is solely between you and the applicable third party service provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to Third Party Services you purchase from, or that are provided by, Third Party Providers.

•     Any use by you of Third Party Services offered through the Platform Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, BeWell may receive a revenue share from Third Party Providers that BeWell recommends to you or that you otherwise engage through your use of the Platform Services.

•     We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that BeWell has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services or the integration or enabling of such Third Party Services with the Platform Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with BeWell. BeWell does not guarantee the availability of Third Party Services and you acknowledge that BeWell may disable access to any Third Party Services at any time in its sole discretion and without notice to you. BeWell is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. BeWell strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs.

•     If you install or enable a Third Party Service for use with the Platform Services, you grant us permission to allow the applicable Third Party Provider to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Platform Services, and any exchange of data or other Materials or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. BeWell is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or other Materials. Google Maps is a Third Party Service that is used within the Platform Services. Your use of the Platform Services is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, Google Maps and Google Earth Additional Terms of Service and Google Privacy Policy as it may be amended by Google from time to time.

•     The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and BeWell is not obligated to intervene in any dispute arising between you and a Third Party Provider.

•     Under no circumstances will BeWell be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Service or your contractual relationship with any Third Party Provider. These limitations will apply even if BeWell has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

•     You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

          20.5.      Beta Platform Services.  Beta Platform Services may be offered from time to time. They are not a part of the regular Platform Services, and they might have errors or change at any time. You use Beta Platform Services at your own risk, and we are not responsible for any losses or harm that might come from using a Beta Service. You may be required to keep your participation in the Beta Platform Services confidential.

•     From time to time, BeWell may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Platform Services”). Beta Platform Services are not part of the Platform Services, and Beta Platform Services may be subject to additional terms and conditions, which BeWell will provide to you prior to your use of the Beta Platform Services. Such Beta Platform Services and all associated conversations and materials relating thereto will be considered BeWell Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Platform Services without BeWell’s prior written consent. BeWell makes no representations or warranties that the Beta Platform Services will function. BeWell may discontinue the Beta Platform Services at any time in its sole discretion. BeWell will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Platform Services may not work in the same way as a final version. BeWell may change or not release a final or commercial version of a Beta Service at our sole discretion.

          20.6.      BeWell Pixel Manager

•     The BeWell Pixel Manager enables you or a third party to track Patient events by adding pixels to your BeWell Patient Application and Pharmacy Website. If you use the BeWell Pixel Manager, you are responsible for obtaining all necessary consents from visitors and patients whose events you track.

•     BeWell allows you to add pixels to your Pharmacy Website to enable you or a third party to track patient events (the “BeWell Pixel Manager”). You may manage your pixels from within the user interface in the administrative console.

•     In addition to the terms applicable to your use of the Platform Services generally (including these Terms of Service, BeWell’s Acceptable Use Policy, and Privacy Policy), the following terms apply to your access to and use of the BeWell Pixel Manager;

a. You will comply with all applicable laws and obtain all necessary consents from every website visitor and patients whose events you track;

b. If you provide BeWell with any data collected using pixels, including names, email addresses, phone numbers, or other data that personally identifies an individual, you will obtain all necessary rights and consents prior to providing BeWell with the foregoing information;

c. You agree that BeWell may disable any pixels that BeWell identifies as malicious, in BeWell’s sole discretion; and d. You will not, and will not allow any third parties to, use pixels;

i. to engage in or promote any unlawful, infringing, defamatory or otherwise harmful activity; or

ii. to disable, interfere with or circumvent any aspect of the Platform Services.

•     BeWell may collect information associated with the BeWell Pixel Manager, such as how pixels are used, and how and what scripts are added. BeWell may use this data to improve, maintain, protect and develop the BeWell Pixel Manager.