SCRIPT DISPENSE

A. Script Dispense operates a digital platform that supports professionals in the medical, sectors by providing a medication dispatch service.

B. The Clinic provides medical treatments within the United Kingdom.

C. The Clinic would like to use Script Dispense to:

• store and manage patient treatment consents,
• communicate with patients, and
• purchase products for their practice, all in accordance with the terms of this agreement

1. Definitions and Interpretation

1.1 Terms defined in the Contract Details apply. In addition:

• Account: the Clinic’s registered account on the Script Dispense platform.
• Business Day: any day other than Saturday, Sunday, or public holiday in England when banks in London are open.
• Business Hours: 9:00am to 5:00pm on a Business Day.
• Platform User: any third party registered on the platform (e.g., prescribers, Clinics, pharmacies, sellers).
• Control: ownership of more than 50% of voting shares/rights or the ability to direct management of the Clinic.
• Clinic Data: data uploaded by the Clinic (or on their behalf) relating to use of the platform (excluding Patient Data unless stated).
• Clinic Manager: the nominated person responsible for the account under clause 4.5.
• Shop / Marketplace: the area of the platform through which products are listed and purchased.
• Patient: an individual receiving treatment from the Clinic.
• Patient Data: personal data relating to Patients, described further in the Schedule.
• Products: items (including pharmaceuticals and practice supplies) commonly used in medical settings.
• Transaction: a purchase of Products by the Clinic from a third-party seller through the Marketplace.
• Virus: any malicious or harmful code or mechanism designed to disrupt, damage, or interfere with systems, data, networks, or user experience (including trojans, worms, ransomware, etc.).

1.2 Headings do not affect interpretation.

1.3 “Person” includes individuals and legal entities.

1.4 References to companies include any corporate body.

1.5 Words include plural/singular and all genders.

1.6 References to legislation include updates and replacement laws.

1.7 “Writing” includes email.

1.8 Clause and Schedule references refer to this agreement.

1.9 “Including” and similar wording is illustrative and not limiting.

2. Accounts and Platform Use

2.1 The Clinic must register and maintain an Account. During registration, the Clinic must provide information reasonably required by Script Dispense, which may include qualifications, registrations, licences, and insurance evidence.

2.2 The Clinic must notify Script Dispense promptly of:

• any change of Control; and
• any material change to registration, licensing, or professional status.

2.3 The Clinic must keep login details confidential and use strong security practices.

2.4 The Clinic must not upload, store, distribute, or transmit any viruses or content that is unlawful or harmful, including content that is threatening, defamatory, obscene, infringing, harassing, sexually explicit, violence-promoting, discriminatory, or otherwise illegal. Script Dispense may suspend access to content or accounts that breach this clause.

2.5 The Clinic must not:

• copy, modify, reproduce, frame, mirror, republish, download, display, transmit, or distribute the platform (except where expressly permitted by law or this agreement);
• access the platform to create or support a competing product/service;
• sublicense, sell, rent, lease, or commercially exploit the platform or make it available to third parties except as permitted for Platform Users;
• attempt to bypass security, obtain unauthorised access, or help others do so;
• introduce malware into Script Dispense systems.

2.6 The Clinic must take reasonable steps to prevent unauthorised account use and must inform Script Dispense without delay if misuse is suspected.

3. Script Dispense Responsibilities

3.1 Script Dispense is responsible for the development, operation, and maintenance of the platform.

3.2 Script Dispense will:

• store and maintain patient records on behalf of the Clinic;
• provide access to the Marketplace;

3.3 Script Dispense may update or rebrand the platform name without prior notice.

3.4 The Clinic acknowledges that:

• uninterrupted or error-free operation is not guaranteed;
• the platform may not always meet every requirement;
• internet and communications networks can cause delays, interruptions, and data transmission issues outside Script Dispense’s control.

3.5 Script Dispense confirms it holds (and will maintain) the permissions and licences needed to provide the platform services.

3.6 Backups and restoration (example wording)

Script Dispense may use reputable cloud infrastructure providers to store and back up platform data. If data is lost or corrupted, Script Dispense’s responsibility is limited to making reasonable efforts to restore data from the most recent available backup. Script Dispense is not responsible for loss caused by third parties unless they are contracted by Script Dispense to provide hosting/back-up services, in which case Script Dispense remains responsible for their performance.

3.7 This agreement is non-exclusive. Script Dispense may offer similar services to other parties and does not guarantee that other agreements will match these terms.

4. Clinic Responsibilities

4.1 The Clinic must provide cooperation and information reasonably required for Script Dispense to deliver the services.

4.2 The Clinic retains ownership of Clinic Data that is not personal data and is responsible for ensuring the legality, accuracy, completeness, and quality of that information.

4.3 Any intended use of Script Dispense branding (trade marks, logos, domains, etc.) must be submitted for approval in advance. Script Dispense will respond within a reasonable timeframe and will not unreasonably refuse approval.

4.4 The Clinic must keep the platform information they supply current, and support Script Dispense where required to provide services.

4.5 The Clinic must appoint a Clinic Manager with authority to bind the Clinic in relation to this agreement and must use reasonable efforts to maintain continuity of that role.

4.6 The Clinic is not Script Dispense’s agent and must not claim or imply authority to bind Script Dispense or make commitments on its behalf.

4.7 The Clinic must comply with all applicable laws and regulatory requirements, including product supply rules, clinical/medical standards, and data protection obligations.

4.8 If the Clinic delays providing necessary information or assistance, Script Dispense may adjust delivery/performance timelines accordingly.

4.9 Non-solicitation / platform protection

To protect Script Dispense’s legitimate business interests, the Clinic must not, without prior written consent directly market services to Platform Users with the intention of diverting them away from the platform

4.10 The restrictions in clause 4.9 apply during the term and for 12 months after termination.

5. Doctors and Clinician’s Requirements (“Prescriber”)

5.1 The Prescriber or Clinic shall notify Script Dispense forthwith of any change in the Prescriber’s registration or licence status.

5.2 The Prescriber must ensure that their regulatory registration is up to date and valid at all times whilst using Script Dispense and full insurance is in place.

5.3 The Prescriber shall comply with all applicable laws and regulations, including laws relating to the issuing of prescriptions, data protection, with respect to its activities under this agreement and to their practice. The Prescriber remains fully responsible for all clinical reviews and prescription decisions.

6. Refunds and Order Cancellations

6.1 Once a medication has been moved to dispatched on the system no refunds or cancellations are possible. Any faulty item must be returned for review before any replacement or refund is issued. Return shipping costs for faulty or incorrect items will be the Clinic’s responsibility.

7. Delivery Policy

7.1 Patients must be prepared to receive goods at the delivery location. If delivery is attempted and the Patient is not available, the risk and responsibility for the goods transfer to the Patient from that point forward.

7.2 Once medications are accepted by a third party on behalf of the Patient (e.g. concierge, hotel staff, neighbour, or safe place), Script Dispense will no longer be held liable for the storage, condition, or safety of the items. Patients must ensure third parties are aware of delivery and able to store goods appropriately (e.g., cold chain storage if applicable).

7.3 Once medications are marked as delivered per the tracking, Script Dispense has then fulfilled its obligations. If the medication is delivered to the wrong location per the tracking, Script Dispense will arrange a courier claim and resend the parcel. However if the parcel is delivered to the correct location per courier tracking details, it is up to the Clinic to decide whether they wish to arrange a resend (at their own cost) to the patient.

8. Intellectual Property

8.1 All intellectual property rights in the platform, services, branding, and related materials belong to Script Dispense and/or its licensors. No rights are granted other than those expressly set out in this agreement.

9. Confidentiality

9.1 Each party must keep the other party’s confidential information secret during the agreement and for five years after termination, except where disclosure is permitted.

9.2 Confidential information may be shared with employees/advisers who need it to perform obligations, and where disclosure is required by law or regulators.

9.3 Confidential information must only be used for the purposes of this agreement.

9.4 A party is not liable for disclosure caused by third parties beyond its reasonable control.

9.5 This clause survives termination.

10. Data Protection

10.1 Terms such as Controller, Processor, Personal Data, and Personal Data Breach have the meanings set out in UK data protection law.

10.2 Both parties must comply with all applicable UK data protection requirements (including UK GDPR and the Data Protection Act 2018).

10.3 The parties acknowledge:

• each party may be an independent Controller for certain Clinic account data; and
• for Patient Data, the Clinic typically acts as Controller and Script Dispense acts as Processor, as described in the Schedule.

10.4 The Clinic must ensure appropriate patient notices and lawful basis/consents exist to allow Patient Data to be shared with Script Dispense.

10.5 Where Script Dispense processes Patient Data, it will:

• process only on documented instructions (unless required by UK law);
• maintain appropriate security measures;
• ensure personnel confidentiality;
• not transfer Patient Data outside the UK without written consent and appropriate safeguards;
• assist (at Clinic cost where appropriate) with data subject requests and compliance obligations;
• notify the Clinic promptly of data breaches;
• delete/return Patient Data on termination where required, subject to legal retention rules;
• keep records and allow audits where appropriate.

10.6 Sub-processors

Script Dispense may use third-party processors (for example, cloud hosting and analytics providers). Script Dispense will ensure appropriate contractual protections are in place and remains responsible for their processing.

10.7 Partner communications

From time to time, Script Dispense may work with selected partners. Clinics may be contacted by those partners by phone, SMS, WhatsApp, or email where permitted by law and preferences.

10.8 Updates to this clause

Either party may propose updates to this data protection clause to adopt approved standard terms under applicable law on at least 30 days’ notice.

10.9 Indemnity (data protection)

Script Dispense will indemnify the Clinic for costs arising from Script Dispense’s breach of its data protection obligations under this agreement (subject to limitations in the liability clause).

11. Clinic Indemnity

The Clinic agrees to indemnify Script Dispense against losses arising from treatments provided by the Clinic, or any breach (or alleged breach) of this agreement.

12. Limitation of Liability

12.1 This clause sets out Script Dispense’s total financial liability in connection with the agreement.

12.2 All implied warranties are excluded to the fullest extent permitted by law.

12.3 Nothing limits liability for death/personal injury caused by negligence, or fraud.

12.4 Subject to clause 12.3, Script Dispense is not liable for indirect or consequential losses, loss of profits, loss of business, goodwill, or loss/corruption of data.

12.5 Script Dispense’s aggregate liability is capped at £1,000 (or the amount stated in the Contract Details if you want to change it).

1. Processing Purpose

Script Dispense processes Patient Data to:

• store treatment consent records;
• enable product purchasing where this requires sharing necessary details with relevant Marketplace account holders (e.g., prescribers/pharmacies), if applicable.

2. Duration

Processing continues for the term of the agreement (and any required retention period).

3. Data Subjects

Patients of the Clinic.

4. Personal Data Types

Examples include:

• treatment consents and related records
• patient name and contact details