1. What this agreement is about

• 1.1.   If you are a user of Pharmsmart, this agreement describes how you may use Pharmsmart and is made up of these terms and conditions and our Privacy Notice.
• 1.2. In this agreement, where we say Pharmsmart or Pharmsmart Account” by this we mean any type of Account held with CDsmart Ltd. (Examples include Pharmacy Account, Personal Account and Head office Account.)
• 1.3.   In this agreement
• 1.3.1  “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control of the subject entity, where “control” is the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an Affiliate only so long as such control continues;
• 1.3.2   “Customer Data” shall mean the data, information or material provided, inputted or submitted by you or on your behalf into Pharmsmart, which may include data relating to your customers and/or employees.
• 1.3.3  “Customer Personal Data” has the meaning set out in clause 13.1.
• 1.3.4  “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; where the purposes and means of such Processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
• 1.3.5  “Data Processor” a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller.
• 1.3.6  “Data Protection Laws” means all applicable EU laws and regulations governing the use or processing of Personal Data, including (where applicable) the European Union Directive 95/46/EC (until and including 24 May 2018), the GDPR (from and including 25 May 2018) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time.
• 1.3.7  “GDPR” means EU General Data Protection Regulation 2016/679.
• 1.3.8   “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• 1.3.9  “Privacy Notice” means our privacy notice posted on www.pharmsmart.co.uk (or such other URL as we may notify to you) and which may be amended by Pharmsmart from time to time.
• 1.3.10  “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process”, “Processed” and “Processes” shall be construed accordingly.
• 1.3.11  “Supervisory Authority” means an independent public authority which is established under applicable Member State law and which concerns itself with the Processing of Personal Data.
• 1.4.   We may change the terms and conditions of this agreement and our Privacy Notice at any time. We will make reasonable efforts to communicate any changes to you via a notification on Pharmsmart or by sending an email to you, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this agreement and our Privacy Notice on our website at www.CDsmartone.com as you will be deemed to accept all changes if you continue to use Pharmsmart.

2. Who this agreement is between

• 2.1.   This agreement is between: you, the person or organisation authorised to use PHARMSMART; and us, CDsmart Ltd, Company number 0638441, VAT number (n/a), registered office: 77-81 Church St. Blackrod, Bolton BL6 5EE United Kingdom.
• 2.2.  By entering into this agreement, we both agree to be bound by and keep to it.

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

• 3.1.  You accept every term and condition of this agreement, and this agreement starts from the earliest date you tick a box or click on a button (or something similar) when you are asked to confirm that you accept this agreement during sign up to the service, or when you use a Pharmsmart Account (or any part of it). If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use Pharmsmart in the way described in this agreement. You must not use Pharmsmart Accounts in any other way.
• 3.2.  This agreement will continue until terminated in accordance with clause 18 or any other clause in this agreement which by its express provisions allows a party to terminate this agreement.
• 3.3.  If you don't accept this agreement, you should contact us immediately and you should not use the Pharmsmart Account.

4. Setting up an account directly with Pharmsmart.

• 4.1.  We will give you your sign-in details and passwords to enable you to use Pharmsmart Accounts (the “sign-in information”) once you have registered with us. If you wish to redeem a promotion or activation code you must enter this as part of the registration process. You will need to activate your Account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your Account may lead to an inability to access any data which may have been entered into that Account.
• 4.2.  You may take advantage of a free trial of Pharmsmart. We will confirm the duration of any applicable free trial period in a confirmatory email following registration.
• 4.3.   If you are a new customer to Pharmsmart and elect to buy Pharmsmart immediately without a free trial by signing up and entering your payment details, you will receive such discount as we may from time to time determine off the recommended retail price for 6 calendar months (or such other period as we specify on our website or in our marketing literature) starting with the month in which we accept your valid payment details. You will be charged for access to Pharmsmart from the date you provide your payment details and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for Pharmsmart. After expiry of any Discount the monthly price for your Pharmsmart service will revert automatically without notice to our current list price unless we advise otherwise. Any break in payment resulting in a deactivation and subsequent reactivation of your Pharmsmart Account will result in your monthly subscription being reactivated at our current list price. Once you have purchased your first Pharmsmart Account with any discount, any additional subscriptions by you of an Pharmsmart Account will be at our then-current price list for that Pharmsmart Account (plus VAT or equivalent sales tax) as specified on our website from time to time.
• 4.4.   If you continue to use Pharmsmart following your trial period or if you have elected to purchase Pharmsmart without taking a free trial, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 18.
• 4.5.  If at any time during your monthly subscription you want to include additional Pharmsmart components within your subscription you must pay the applicable fees for each additional Pharmsmart component and your subscription fee will be pro-rated from the date access to the additional Pharmsmart component is made available to you until the commencement of your next monthly subscription payment. If you wish to reduce access to certain Pharmsmart components, you may do so from the commencement of your next monthly subscription when your fees will be calculated to take account of your reduced access to the Pharmsmart components.
• 4.6.  If you fail to pay any amount payable by you under this agreement, we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of Lloyds Bank plc if you subscribe to Pharmsmart in the United Kingdom or The Bank of Ireland if you subscribe to Pharmsmart in the Republic of Ireland. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.
• 4.7.  We may increase the subscription fee for Pharmsmart at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.

5. Your rights to use Pharmsmart Account and your obligations

• 5.1. You must only use then Pharmsmart Account for your internal business purposes and only to input your own information into Pharmsmart.
• 5.2. All rights of ownership of the information you or any person under your employment, remain yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Pharmsmart (or generated by it) as we cannot guarantee that your information will not be lost or damaged.
• 5.3.  You cannot transfer your Pharmsmart subscription (or your use of Pharmsmart Account for demonstration and evaluation purposes or any free trial, promotion or activation code), to any other person or organisation. For example, you cannot sell it if you no longer want to use Pharmsmart, or if you become insolvent an insolvency practitioner may not pass on your Pharmsmart subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 15.4.
• 5.4.  You must comply with all applicable laws and legislation in respect of your use of Pharmsmart and for any filing or sharing, you must ensure that the content of any files does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities.
• 5.5.  You acknowledge that we are not your advisor in relation to the information you enter into any Pharmsmart Account and we should not be used as a substitute for professional advice.
• 5.6. You agree that if you receive any Pharmsmart Accounts at a special or discounted price you will only be able to receive Pharmsmart at that special or discounted price if your subscription fees for Pharmsmart are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your Pharmsmart Account may result in your monthly subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our website for details of our pricing.

6.Restrictions on your use of Pharmsmart.

• 6.1.   The following list gives examples of things you must not do with any Pharmsmart Account:
• 6.1.1   you must not introduce any viruses or harmful technology to Pharmsmart;
• 6.1.2   you must not try to gain unauthorised access to Pharmsmart or any underlying technology;
• 6.1.3   you must not try to affect the availability of Pharmsmart to our users (sometimes called ‘a denial-of-service attack’);
• 6.1.4  you must not give anyone else any right (of any kind) to use or benefit from Pharmsmart in any way or provide Pharmsmart to others. For example, you cannot use Pharmsmart with someone else’s information to provide a service to them;
• 6.1.5   you may not use Pharmsmart to help you develop your own software. For example, you must not use or copy all or any part of Pharmsmart's ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law.
• 6.2   It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Pharmsmart. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Pharmsmart or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you which is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.

7. Our promises relating to Pharmsmart

• 7.1.  Whilst we aim to provide uninterrupted use of Pharmsmart, unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure for so long as those circumstances continue.
• 7.2 We do not promise:
• 7.2.1.  that Pharmsmart will be compatible with your web browser or computer set-up;
• 7.2.2.  that Pharmsmart will meet your own needs;
• 7.2.3.   that you will be able to use Pharmsmart in any particular way;
• 7.2.4.  that you will get particular outputs from Pharmsmart;
• 7.2.5  the standard of the results you get from using Pharmsmart; or
• 7.2.6  that, where you use our technical support services, we will be able to fix your problem or remedy your issue. The fact that you have told our representative about how you intend to use Pharmsmart will not affect this clause as Pharmsmart has been developed for many different types of users, and you are responsible for setting up and accessing Pharmsmart so that you can use it in the way you need, and as best suits your circumstances.
• 7.3   You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
• 7.4   We will take reasonable steps to make sure that Pharmsmart is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
• 7.5  You are responsible for controlling who can access your Pharmsmart Accounts. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals
• 7.6   From time to time we may temporarily suspend access to Pharmsmart, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with Pharmsmart which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonably assistance in helping us remedy that issue.
• 7.7  We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
• 7.8  This agreement describes all of our promises relating to Pharmsmart. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to Pharmsmart would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.

8. Data Protection

• 8.1.  For the purposes of this agreement, the parties agree that you are the Data Controller in respect of Personal Data contained within Customer Data (“Customer Personal Data”) and as Data Controller, you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
• 8.2.  You warrant and represent that:
• 8.2.1.  you will comply with and will ensure that your instructions for the Processing of Customer Personal Data will comply the Data Protection Laws;
• 8.2.2.  you are authorised pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us regarding persons other than yourself;
• 8.2.3.   you will where necessary, and in accordance with the Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to Data Subjects in order for:
• 8.2.3.1  you to disclose the Customer Personal Data to us;
• 8.2.3.2  . us to Process the Customer Personal Data for the purposes set out in this agreement; and
• 8.2.3.3  us to disclose the Customer Personal Data to: (a) our agents, service providers and other companies within the Pharmsmart group of companies; (b) law enforcement agencies; (c) any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and (d) any other person who has a legal right to require disclosure of the information, including where the recipients of the Customer Personal Data are outside the European Economic Area.
• 8.3.  Where, and to the extent we Process your Personal Data as a Data Controller in accordance with our Privacy Notice, we shall comply with all Data Protection Laws applicable to us as Data Controller.
• 8.4.  You agree that we may record, retain and use Customer Data generated and stored during your use of the Service (including Customer Personal Data, which we shall Process as Data Controller as set out in our Privacy Notice, on the basis of our legitimate business interests), in order to:
• 8.4.1  deliver advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of Pharmsmart;
• 8.4.2  carry out research and development to improve our, and our Affiliates’, services, products and applications;
• 8.4.3  develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services) to you and other Pharmsmart customers;
• 8.4.4   provide you with location based services (for example location relevant content) where we collect geo-location data to provide a relevant experience, provided that Pharmsmart shall only record, retain and use the Customer Data and/or Process Customer Personal Data on a pseudonymised basis, displayed at aggregated levels, which will not be linked back to you or to any living individual. If at any time you do not want us to use Customer Data in the manner described in this clause 8.4, please contact us at the email address set out in the Privacy Notice.

9. Anti-Bribery and Corruption

• 9.1.  Each party will and will procure that persons associated with them:
• 9.1.1.  comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (the “Relevant Requirements”);
• 9.1.2.  not engage in any conduct which would constitute an offence under any of the Relevant Requirements;
• 9.1.3.  not do, or omit to do, any act that may lead the other party to be in breach of any Relevant Requirements;
• 9.1.4.  promptly report to the other party any request or demand for any undue financial or other advantage received by it in connection with this agreement;
• 9.1.5.  have and maintain in place during the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements and will enforce them where appropriate.

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

• 10.1.  During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Pharmsmart. We may provide this by telephone, email, web-chat, remote assistance (where we will access your Account and data online) or self-help online support as described in the Help Section of Pharmsmart. You grant us the right to access your systems to provide such support (and, in the case of Pharmsmart, you shall ensure that we will have access to your systems for the Lead Business and each Additional Business using Pharmsmart so that we may provide you with support). If we do not have this access we may not be able to provide you with support.
• 10.2.  We may release enhancements or provide additional features to Pharmsmart (“Updates”). The frequency and how we provide any Updates to you will be at our discretion. We will tell you when we are going to provide such Updates via a notification in Pharmsmart or by sending an email to you.
• 10.3.  We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Pharmsmart.

11. Intellectual Property Rights

• 11.1.  Although you have rights to use Pharmsmart as described in this agreement, you do not own any of the intellectual property rights in Pharmsmart or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Pharmsmart and any related logos, including any software we provide to replace all or part of Pharmsmart. The only rights you have to Pharmsmart are as set out in this agreement.
• 11.2.  You undertake not to use Pharmsmart’s name or brand in any promotion or marketing or other announcement.

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

• 12.1.  This clause sets out our entire liability to you (including any Lead Business and/or Additional Business) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
• 12.2.  Subject to clauses 12.4 and 12.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Pharmsmart product during the 12 month period immediately preceding the date on which the claim arose (such relevant Pharmsmart product being the product forming the subject matter of the claim).
• 12.3.  Subject to clauses 12.4 and 12.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
• 12.3.1.  loss of profit, business or revenue and/or depletion of goodwill or similar losses;
• 12.3.2.   loss of use or loss of or damage to data/information inputted by you into Pharmsmart;
• 12.3.3.  any interruption to your business or damage to information, however that interruption or damage is caused;
• 12.3.4.  losses you suffer as a result of using Pharmsmart other than as described in the relevant documents or instructions; and/or
• 12.3.5.  any loss or damage which we could not have reasonably known about at the time you entered into this agreement including, without limitation any special, indirect or consequential loss or damage.
• 12.4.  Nothing in this agreement will exclude or limit our liability for:
• 12.4.1.  fraud;
• 12.4.2.  death of or personal injury to any person as a result of our negligence; or
• 12.4.3.  any other matter which cannot be excluded or limited under applicable law.
• 12.5.  All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
• 12.6.  Your and our responsibilities under this agreement are reasonable because they reflect that:
• 12.6.1.  we cannot control how, and for what purposes, you use Pharmsmart;
• 12.6.2.  we have not developed Pharmsmart specifically for you; and
• 12.6.3.  although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Pharmsmart is problem or error free.

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

• 13.1. Pharmsmart reserves the right to charge the Customer (and the Customer shall pay) for each product or module within Pharmsmart. Examples of products include POM register, Fridge log, CD destruction register, CDsmart, Reportsmart, Methsmart, Transfersmart and Head-office.Please note this list is not exhaustive and only includes some of the most common modules / product.
• 13.2. CDsmart Ltd reserves the right to change for product's prices at any time without further notice. However, if you have ordered but not yet paid for a product, we guarantee the price for one month from when the order was placed.

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

• 14.1.  We may end this agreement:
• 14.1.1.  immediately if we do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date; or
• 14.1.2.  at any time on giving you at least 30 days' notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.
• 14.2.  You may end this agreement at any time by sending us an email to [email protected]. If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, unless it falls within 3 months of your first subscription with Pharmsmart and then only if you follow the procedure set out in section 14.3 (Claiming under the money back guarantee) below, and you must immediately pay all amounts you owe to us by the date this agreement ends. If you continue to use Pharmsmart after the expiry of any subscription period, we will be entitled to charge you for such use at our then current applicable fees.
• 14.3.  If you choose not to pay the subscription fee to continue to use Pharmsmart at the end of any trial period, your access to Pharmsmart will immediately end.
• 14.4.  If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.
• 14.5.  This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
• 14.6.  No matter how this agreement ends, the information you store in Pharmsmart remains your information and you can access it on a read only basis. If you wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.
• 14.7.   In addition to our rights to end this agreement, we may also suspend your use of Pharmsmart at any time if we do not receive payment in full when due or if we suspect that you has breached any part of this agreement.
• 14.8.  Any suspension of your Pharmsmart Account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Pharmsmart under this clause, we may at our discretion agree to reactivate your Account subject to you paying to us a reactivation fee. In accordance with clause 5.6 above, if you received Pharmsmart at a special or discounted price your monthly subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our Website for details of our pricing.

15. What else do you need to know?

• 15.1.  If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
• 15.2.  If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
• 15.3.  This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Pharmsmart, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
• 15.4.  As specified in clause 8.3, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
• 15.5.  A person who is not a party to this agreement has no right to enforce any term of it.
• 15.6.  Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

16. Which laws govern this agreement?

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