MedicinesComplete Licence Agreement for
Independent Community Pharmacies
Your attention is particularly drawn to the provisions of clause 10 (Limitation of Liability)
1. About Us
1.1 The Royal Pharmaceutical Society of Great Britain is a company registered in England and Wales having a principal business address at 66-68 East Smithfield, London E1W 1AW acting through its publishing division Pharmaceutical Press (“RPSGB”) (Fax: +44 (0) 207 572 2509 Email: email@example.com). We operate the websites www.medicinescomplete.com and www.rpharms.com, among others.
1.2 RPSGB has created a web resource known as MedicinesComplete (www.medicinescomplete.com) which is published under the imprint Pharmaceutical Press and is made up of individual electronic publications either created by it, jointly published with a third party or licensed to it from third parties.
|“Agreement”||means this Licence Agreement, including the Application Form;|
|“Application Form”||Means the online form on the Website in which the Licensee submits their details for the license|
|“Authorised Location”||means the premises of the Licensee’s trading business (whether incorporated or not) offering pharmacy goods and services from physical sites within the United Kingdom which:|
|“Authorised Users”||means those persons specified in the relevant Subscription Particulars who are permitted by the Licensee to access the Publications from the Authorised Location by way of a Secure Network;|
|“Business Day”||means a day which is not a Saturday, Sunday or public holiday in London, England;|
|“Commercial Use”||includes i) copying or downloading any of the Publications or linking to the Publications for further redistribution, sale or licensing, for a fee; ii) copying, downloading or posting of any of the Publications on a site or service that incorporates advertising with such content; iii) the inclusion or incorporation of any of the Publications in other works or services (other than legally permitted quotations with an appropriate citation) that is then available for sale or licensing, for a fee; iv) use of any of the Publications howsoever (other than legally permitted quotations with an appropriate citation) by organisations for any promotional or advertising purposes, whether direct or indirect, whether for a fee or otherwise; v) distribution by or on behalf of pharmaceutical organisations other than where they are the Licensee; and vi) use of the Publications for the purposes of monetary reward by means of sale, resale, licence, loan, hire, transfer or other form of commercial exploitation;|
|“Data Protection Laws”||means the data protection laws applicable to RPSGB in relation to its processing of personal data pursuant to this Agreement, including the following legislation as amended or replaced from time to time:|
(i) The UK’s Data Protection Act 2018 and The Privacy and Electronic Communications (EC Directive) Regulations 2003; and/or
(ii) the General Data Protection Regulation (EU) 2016/679, and/or any corresponding or equivalent national laws or regulations to the extent it applies to this Agreement from time to time;
|“Effective Date”||means the first date of the Subscription Period specified in the initial Subscription;|
|“Eligibility Criteria”||means the following criteria:|
or such other conditions that the Licensee must satisfy in order to be offered the License terms and which RPSGB will make available from time to time on the Website;
|“Email Address”||means either the Licensee Email Address or the RPSGB Email Address;|
|“Licensee”||means the Independent Community Pharmacy whose details are set out in the Application Form|
|“Licensee Email Address”||means the Licensee email address as specified in the Application Form|
|“Number of Concurrent Users”||means the number of Authorised Users specified in the Application Form who are permitted to access the Publications from the Licensee’s premises by way of a Secure Network who are accessing the Publication at the same time;|
|“Publication(s)”||the individual titles comprising MedicinesComplete which are contained within the Website and ordered by the Licensee for which the Licensee has purchased a Subscription, namely the British National Formulary (BNF), the British National Formulary for Children, Martindale: The Complete Drug Reference, Martindale’s Adverse Drug Reactions Checker and Stockleys Drug Interactions;|
|“Renewal”||has the meaning given to it in clause 5.2;|
|“RPSGB Email Address”||means the RPSGB email address as specified on the Website;|
|“Secure Network”||means a network (whether a standalone network or a virtual network within the Internet) which is only accessible to Authorised Users whose identity is authenticated at the time of login via a username and password and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by Licensee;|
|“Subscription”||a subscription to access (via the Website) the Publications (as may be updated by any agreed Renewal) for the Subscription Fee, and in accordance with the Subscription Particulars, and “Subscribe” shall be construed accordingly;|
|“Subscription Fee”||the fee specified in the Subscription Particulars;|
|“Subscription Particulars”||the document which RPSGB provides to Licensee containing details of the Authorised Users, Number of Concurrent Users, Publications, and the Subscription Fee for that Subscription, as may be amended for any Subscription Renewal Period by any Renewal;|
|“Subscription Period”||means the period detailed in the relevant Subscription Particulars and ending on the earlier of the date that this Agreement is terminated in accordance with its terms and the date specified in the Subscription Particulars;|
|“Subscription Renewal Period”||means any extension of the Subscription Period agreed between the Parties and which is indicated in the Renewal, whereupon the Subscription Renewal Period shall be referred to as a Subscription Period;|
|“Term”||means the term of this Agreement as detailed in clause 5.1;|
|“United Kingdom”||means England, Scotland, Northern Ireland and Wales;|
|“Website”||the site at http://www.medicinescomplete.com|
3. Termination of former licence(s)
3.1 The parties agree that any licence existing between the parties prior to the Effective Date which allow Licensee to access any RPSGB publications via the Website (an “Old Licence”) shall terminate with immediate effect from the Effective Date.
3.2 Notwithstanding clause 3.1 above the termination of the Old Licence shall not affect any rights or obligations which have accrued to either Party prior to such termination, or those provisions set out in the Old Licence which are expressed to survive termination.
4. Grant of licence
4.1 You wish to license MedicinesComplete, or part thereof, from RPSGB and RPSGB is willing to grant a licence on these terms and conditions.
4.2 RPSGB grants to the Licensee a non-exclusive and non-transferable licence to allow Authorised Users during the Subscription Period to access the Publications at the Authorised Location via a web-browser on a Subscription basis, subject always to the Licensee fulfilling the Eligibility Criteria and subject to the terms of this Agreement. The Licensee shall not have any rights in or to the Publications other than the rights specifically granted in this Agreement and all rights not expressly granted to the Licensee are reserved by RPSGB.
4.3 The Publications may only be used for the Licensee’s own internal purposes. No Commercial Use is permitted.
4.4 At any given time during the Subscription Period, the Licensee shall not allow more than the Number of Concurrent Users, or any person other than an Authorised User, as specified in the Subscription Particulars to access or use the Publications.
4.5 Except to the extent necessary to exercise the rights expressly granted by this Agreement, the Licensee shall not:
4.5.1 store transiently or permanently on any medium, transfer, transmit, reproduce, rent, sell, lease, sub-license, loan to any third party, copy, publish or otherwise exploit or make Commercial Use of, modify, adapt, merge, translate, reverse, engineer, decompile, disassemble, create derivative works from or based upon, or combine with other material the whole or any part of the Publications; or
4.5.2 distribute or disclose the contents of the Publications to any third party.
4.6 The Licensee may display the Publications on screen and print off single screens: in each case for internal use and non-Commercial Use only. At no stage must copies be made of a substantial part of the Publications.
5.1 The Agreement
This Agreement shall commence on the Effective Date and shall terminate:
5.1.1 by one Party giving the other Party not less than 30 days’ notice, such notice to expire no sooner than the start of a Subscription Renewal Period;
5.1.2 automatically 6 months following the termination or the expiry of the last remaining Subscription.
On termination of the Agreement for any reason, access to the Publications shall automatically cease and each Subscription shall automatically terminate.
5.2.1 The Subscription Period shall be as detailed in the Subscription Particulars.
5.2.2 Where the Parties agree to renew a Subscription at the end of the relevant Subscription Period, the Subscription Particulars for the Subscription for the new Subscription Renewal Period shall be provided in writing by RPSGB to the Licensee (the “Renewal”).
5.2.3 On agreement by the Licensee to the updated Subscription Particulars of the relevant Renewal, and on payment by the Licensee of the Subscription Fees contained therein, the Subscription shall be renewed on the terms of that Renewal.
5.2.4 For the avoidance of doubt, the Subscription Fees contained in the Renewal shall apply from and including the day immediately following the last day of the immediately preceding Subscription Period, regardless of the date on which the relevant Renewal is agreed.
5.2.5 RPSGB reserves the right to immediately terminate the Subscription where the Renewal has not been agreed on expiry of the Subscription Period.
6. Obligations of the Licensee
6.1 The Licensee may not access or use, or permit any person to access or use, any of the Publications or any other publications in the MedicinesComplete database, unless it has agreed to the terms of this Agreement and paid the appropriate Subscription Fee to RPSGB or its representatives, unless otherwise agreed.
6.2 The Licensee shall keep, and shall ensure that each Authorised User shall keep, its subscription number and access details confidential and will not disclose them to any person not entitled to access the Publications pursuant to this Agreement. Failure to meet this obligation shall be deemed a material breach of this Agreement and give rise to the right for RPSGB to immediately suspend and/or terminate the Subscription and/or Agreement pursuant to clause 11 at its sole discretion.
6.3 The Licensee must contact RPSGB or its representative and obtain a supplementary licence (which may contain additional terms and conditions and charges to these) before allowing any additional user to access the Publications, or if the Licensee conducts business at premises other than the Authorised Locations (including operating a virtual or online pharmacy). Failure to meet this obligation shall be deemed a material breach of this Agreement and give rise to the right for RPSGB to immediately suspend and/or terminate the Subscription and/or Agreement pursuant to clause 11 at its sole discretion.
6.4 The Licensee may not store any material from MedicinesComplete on any computer or server, so that it is publicly available to users or any third parties.
6.5 The Licensee shall furnish all assistance reasonably necessary for RPSGB to determine the Licensee’s compliance or the extent of Licensee’s non-compliance with the terms of the Agreement, during the Agreement, and for 12 months following termination thereof including without limitation giving RPSGB all reasonable access to its records (either itself or by its representatives) on reasonable notice and during regular business hours the point or points at which the Publications are or were accessed. In the event that the points where the Publications are or were accessed by the Licensee’s users are situated at different locations, the Licensee shall procure access for such inspection by RPSGB or its representatives to as many of such locations as RPSGB requests and, at RPSGB’s direction, the Licensee shall arrange for all relevant records to be at a single location for access and inspection by RPSGB. RPSGB may take reasonable copies of such records for the purpose of auditing the Licensee’s access to and usage of the Publications.
6.7 The Licensee shall use its best endeavours to ensure that all Authorised Users comply with the terms of this Agreement.
7. RPSGB’s Rights and Obligations
7.1 RPSGB and its co-publishers and licensors shall periodically update the content of the Website and RPSGB will make the updated version available to the Licensee.
7.2 RPSGB or its representatives may suspend or deny access of the Licensee to the Website or part or all of any Publication if the Subscription Fee has not been paid in full or if the Licensee is in breach of this Agreement, including without limitation where access to the Publications occurs from a location other than the Authorised Location, exceeds the Number of Concurrent Users, where the Publications are accessed by persons who are not Authorised Users, or if any of the Authorised Users fails to comply with the terms of this Agreement or the terms and conditions of usage of the Website .
7.3 RPSGB may make or authorise changes to the Publications, or remove a Publication or any part thereof. If RPSGB ceases to make a title within the Publication available, RPSGB or its representatives shall provide notice to the Licensee as soon as reasonably possible, whereupon the Subscription shall terminate as to such title.
7.4 RPSGB or its representatives shall:
7.4.1 ensure that its server or servers have sufficient capacity bandwidth and rate of connectivity to provide the Licensee with a quality of service comparable with the current standards in the world wide web online information provision industry;
7.4.2 promptly on receipt of payment of the Subscription Fee, provide to the Licensee all information, including a subscriber number or name, necessary to access the Publications online; and
7.4.3 use all reasonable endeavours to restore access to the Publications as soon as possible in the event of an interruption or suspension of availability except that RPSGB shall not be responsible for procuring or maintaining the network connections or telecommunications links from the Licensee’s systems to the Website, or any problems, conditions, delays, delivery failures or any loss or damage arising from or relating to the Licensee’s network connections or telecommunications links or caused by the internet.
8. Fees and Payment
8.1 Licensee shall pay RPSGB or its representatives the Subscription Fee due for each Subscription before being granted access to the Publications, unless otherwise agreed.
8.2 Without prejudice to the right of RRPSG to terminate this Agreement under clause 11, if the number of users accessing or using the Publication is more than the Number of Concurrent Users at any time during this Agreement or if the Licensee fails to meet any of the Eligibility Criteria, RPSGB may charge the Licensee additional fees reflecting the excess use and access of the Publications or, in the case of failure to meet any of the Eligibility Criteria, RPSGB may charge the Licensee additional fees reflecting the full undiscounted commercial rates for use and access of the Publications.
8.3 Where Licensee continues accessing Publications following the expiry of the Subscription Period, and refuses to enter into a Renewal, RPSGB may charge the Licensee additional fees on a pro rata basis reflecting the excess use and access of the Publications.
8.4 The Subscription Fee and all other fees under this Agreement are exclusive of applicable state or local sales, ad valorem, personal property taxes or other taxes. The Licensee shall pay any such taxes, unless exempt. However, this section does not apply to, and the Licensee has no obligation under this Agreement or otherwise to pay or reimburse RPSGB for, any taxes imposed on RPSGB’s income imposed on payments from Licensee to RPSGB.
8.5 All amounts hereunder are payable in the currency specified by RPSGB by the due date stated by RPSGB. Any amount not paid when due may be subject to a late payment fee accruing from day to day at equal to the lesser of 1½ % over the base rate for the time being of Barclays Bank Plc of the unpaid amount per month, or the maximum rate allowed by law, unless otherwise advised. Failure to pay the entire amount when due may also result in RPSGB or its representatives denying access to the Publications. RPSGB may use a third party to issue invoices and accept payment on its behalf. In so far as the terms and conditions of that third party apply and conflict with the terms and conditions set out herein, the terms and conditions of this Agreement shall prevail.
9. Intellectual Property
9.1 All intellectual property in the Website and the Publications, including without limitation copyright, database, patent, trade marks and design rights, are and shall remain the property of RPSGB and their co-publishers or third-party licensors. Details of the copyright ownership of each individual Publication can be found in the copyright notices attached to the relevant parts of the Website. The Licensee shall not conceal, modify, remove, destroy or alter in any way any proprietary markings or restrictive legends placed on the Publications.
10. Warranties, Indemnities and Limitation of Liability
Your attention is particularly drawn to this clause
10.1 RPSGB warrants that it is entitled to grant the rights granted herein and that the information contained in the Publications provided by it has been obtained from what it believes are reliable sources.
10.2 The warranty set out in clause 10.1 is in lieu of all other warranties, terms and conditions whether implied by or arising under statute or common law, custom, trade usage, or course of dealing between the parties, or otherwise, all of which are hereby excluded to the fullest extent permitted by law. The Publications are provided on an ‘as is’ and ‘as available’ basis and accordingly RPSGB does not give any warranty express or implied or make any representation:
10.2.1 that the Publications will be suitable for any particular requirement of the Licensee or for any particular use by the Licensee; or
10.2.2 that RPSGB’s online service will operate error free or without interruption or that any errors will be corrected; or
10.2.3 that the Publications are complete, accurate or up to date.
10.3 RPSGB shall indemnify and hold Licensee harmless against any liability incurred by the Licensee in relation to any claim and damages including without limitation reasonable attorneys’ fees which the Licensee incurs as a result that the Publications infringe any copyright or proprietary right of any third party, provided that:
(i) the Licensee notifies RPSGB or its representatives promptly in writing of such claim;
(ii) RPSGB has sole control over the defence or settlement of such claim unless otherwise agreed; and
(iii) use of the Publications has been in accordance with the terms of this Agreement.
Notwithstanding the above, RPSGB shall not be obligated if the infringement occurs as the result of:
(a) a combination with, or the addition of, publications not supplied by RPSGB or its representatives; and/or
(b) a modification of the Publications after access has been granted and for which RPSGB is not responsible
if the infringement would not have occurred without such combination, addition and/or modification.
In the event of a claim for infringement, RPSGB or its representatives may terminate the Licensee’s right to the allegedly infringing Publications and replace such Publications with substantially similar Publications or give Licensee a pro-rated refund of the applicable portion of the Subscription Fees.
10.4 In no event will RPSGB or its representatives be liable (whether in compensation for any breach or pursuant to any indemnity and whether in contract, tort, for breach of statutory duty or arising from or caused by use of, reliance on, or inability to access and use any Publication) for any:
10.4.1 indirect, incidental, special or consequential damages or loss;
10.4.2 loss of anticipated savings;
10.4.3 loss of revenue;
10.4.4 loss of data;
10.4.5 loss of goodwill or reputation;
10.4.6 liability to third parties;
10.4.7 business interruption;
10.4.8 loss of management time;
10.4.9 loss of use of any asset; or
10.4.10 loss which procedures and precautions implemented (or which would generally be implemented) by the Licensee exercising a degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a reasonably and appropriately skilled and experienced person in the same or similar circumstances could have prevented or reduced, even if RPSGB or its representatives has been previously advised of the possibility of such damages or losses.
10.5 In any action against RPSGB arising out of, related to, or in any way connected with this Agreement or with respect to the Publications, services, or any other publications and/or services furnished to the Licensee under this Agreement or otherwise, the Licensee shall not be entitled to recover any sum as damages, reimbursement, contribution, indemnity or otherwise, in excess of the total of all payments made by Licensee to RPSGB or its representatives under this Agreement during the 12 months immediately preceding the date on which the claim arose.
10.6 The Licensee warrants:
10.6.1 at all times within the Subscription Period it meets the Eligibility Criteria;
10.6.2 the signatory signing this Agreement on its behalf has full power to enter into the Agreement and to bind the Licensee;
10.6.3 at all times within the Subscription Period the Licensee’s business is not carried out from more than two (2) physical sites and that the Licensee has entered into a licence in regard to each site;
10.6.4 it will not do anything which may bring RPSGB, the Publications or the services offered by RPSGB, into disrepute or which would adversely affect RPSGB or its products; and
10.7 The Licensee agrees to indemnify RPSGB and hold it harmless against all claims and damages incurred by it including, without limitation, reasonable attorneys’ fees, as a result of the Licensee combining the Publications with, or adding the Publications to, publications or material not supplied by RPSGB or its representatives or modifying the Publications without approval after access has been granted.
11.1 This Agreement may be terminated by either party with immediate effect if the other party commits any material or persistent breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed within 30 days after the receipt of a written request to remedy the same.
11.2 RPSGB may terminate this Agreement with immediate effect by written notice to the Licensee if the Licensee fails to fully meet the Eligible Criteria at all times during the Subscription Period.
11.3 In the event of termination by either party, except as specifically provided otherwise herein, or for breach by RPSGB, no part of the Subscription Fee already paid will be repayable to the Licensee.
11.4 On termination or expiry of a Subscription the Licensee shall immediately delete any downloaded copies of the Publications or part thereof made by the Licensee and if requested by RPSGB shall certify such deletion.
11.5 Termination of this Agreement shall not relieve either party of liability to the other in respect of the rights and remedies of the other party which have accrued prior to termination, and neither shall termination affect any provision of this Agreement which is expressed or intended to survive termination.
12.1 Any notice required or permitted to be given under this Agreement shall not be binding unless in writing and sent to the party to be notified by courier or by pre-paid first class post for contracts in which the Licensee and the Licensor are based in the United Kingdom of Great Britain, or international courier for contracts in which one of the parties is based outside of the United Kingdom of Great Britain, or by electronic mail at its Email Address or as otherwise notified in accordance with this clause.
12.2 Notice sent by courier or international courier shall be deemed given on delivery, by pre-paid first class post shall be deemed given at the commencement of business of the recipient on the second Business Day following its posting.
12.3 Notice sent by electronic mail shall be deemed given at the time of its actual transmission to the recipient’s Email Address provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient.
12.4 In any event, and without affecting the validity of a notice provided in accordance with this clause, the recipient of the notice is required to promptly confirm receipt of the notice using the same method by which the notice was provided.
13.1 RPSGB or its representatives may, from time to time, forward to the Licensee information about other publications. If the Licensee does not wish to receive such information in future it must give notice to RPSGB or its representatives accordingly.
13.2 The Licensee may not assign the benefit or burden of this Agreement or any part thereof without the written permission of RPSGB which shall not be unreasonably withheld or delayed.
13.3 If any part of Agreement is held to be invalid or unenforceable under any applicable statute or rule of law then it will be deemed to be replaced with something as near to the original intent of the clause as is allowable under the applicable law.
13.4 This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes the terms of any purchase order, trial agreement or similar instrument relating to the Publications.
13.5 The failure of either party to give notice of non-performance, breach or termination, or to otherwise enforce any rights hereunder, shall not constitute a waiver of any terms or conditions of this Agreement.
13.6 A party shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (‘Force Majeure’ Event). If the Force Majeure Event prevails for a continuous period of more than 6 months, either party may terminate this agreement by giving not less than 14 days’ written notice to the other party. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.
13.7 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
14. Governing Law and Jurisdiction
14.1 This Agreement is governed by and in accordance with the laws of England, and Wales and the courts of England and Wales shall have exclusive jurisdiction in any dispute which may arise in connection with this Agreement.