PRACTITIONER SERVICES AGREEMENT

(A) The Company operates Faces Consent for the purpose of providing resources to the aesthetics and beauty industry.

(B) The Practitioner is a provider of medical and/or aesthetic treatments in the United Kingdom.

• • (C) The Practitioner wishes to store consents to medical treatment on Faces Consent, to use Faces consent to communicate with patients and to order products for tits practice on Faces Consent subject to the terms and conditions of this agreement.

• This agreement is made up of the following:

  • (a) The Contract Details.

    (b) The Conditions.

    (c) The Schedule

• 2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

  This Contract has been entered into on the date stated at the beginning of it.

• THE CONDITIONS

  • 1. INTERPRETATION

    • 1.1 The terms defined in the Contract Details shall apply in this agreement and in addition the following definitions and rules of interpretation shall apply.

      • Account: the Practitioner’s account with the Company.

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

        Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

        Company User: a third party with an account on Faces Consent in the capacity of prescriber, practitioner or seller of Products.

        Consent: a form of consent signed by a patient of the Practitioner in relation to the provision of medical treatment

        Control: the beneficial ownership of more than 50% of the issued share capital of the Practitioner or the legal power to direct or cause the direction of the general management of the Practitioner.

        Practitioner Data: Account data inputted by the Practitioner or the Supplier on the Practitioner’s behalf for the purpose of using Faces Consent.

        Practitioner Manager: the person named in clause 4.5.

        Shop: the marketplace for the purchase of Products on Faces Consent

        Patient: an individual who the Practitioner supplies medical and/or aesthetic treatments.

        Patient Data: personal data of Patients further described in The Schedule. 

        Products: pharmaceutical products mainly but not exclusively used in aesthetic treatments.

        Transaction: a purchase by the Practitioner of any Products offered for sale on Faces Consent by a seller.

        Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices

    • 1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

    • 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

    • 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    • 1.5 Unless the context otherwise requires:

      • (a) words in the singular shall include the plural and in the plural include the singular; and

      • (b) a reference to one gender shall include a reference to the other genders.

    • 1.6 A reference to legislation or a legislative provision:

      • (a) is a reference to it as amended, extended or re-enacted from time to time; and

      • (b) shall include all subordinate legislation made from time to time.

    • 1.7 A reference to writing or written includes fax and email.

    • 1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

    • 1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

    •  

  • 2. THE ACCOUNT

    • 2.1 The Practitioner must have an Account with the Company. To register for an Account the Practitioner must provide to the Company all information (including, but not limited to, details of qualifications, registrations, licences and insurance) that the Company may reasonably require.

    • 2.2 The Practitioner will upload (and at all times during the term of this agreement maintain) a current payment card to its Account.

    • 2.3 The Practitioner shall notify the Company forthwith of any:

      • (a) change of Control the Practitioner; and

      • (b) change in the Practitioner’s registration or licence status.

    • 2.4 The Practitioner undertakes that it shall keep a secure password for its Account.

    • 2.5 The Practitioner shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of Faces Consent that:

      • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

        (b) facilitates illegal activity;

        (c) depicts sexually explicit images;

        (d) promotes unlawful violence;

        (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

        (f) is otherwise illegal or causes damage or injury to any person or property;

        and the Company reserves the right, without liability or prejudice to its other rights to the Practitioner, to disable the Practitioner's access to any material that breaches the provisions of this clause.

    • 2.6 The Practitioner shall not:

      (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Faces Consent in any form or media or by any means.

      (b) access all or any part of Faces Consent in order to build a product or service which competes with Faces Consent; or

      (c) subject to clause 19.1 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the services and/or provided by Faces Consent available to any third party except the Company Users, or

      (d) attempt to obtain, or assist third parties in obtaining, access to Faces Consent, other than as provided under this clause 2; or

      (e) introduce, or permit the introduction of, any Virus into the Company's network and information systems.

    • 2.7 The Practitioner shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Faces Consent and, in the event of any such unauthorised access or use, promptly notify the Company.

  • 3. COMPANY'S OBLIGATIONS

    • 3.1 The Company shall be responsible for developing, operating and maintaining Faces Consent.

    • 3.2 The Company shall:

      • (a)store Consents on behalf of the Practitioner;

        (b) make the Shop available to the Practitioner;

        (c) facilitate communication between the Practitioner and its Patients via Faces Consent.

    • 3.3 The Company may at any time or times without notice to Practitioner change the name of Faces Consent.

    • 3.4 The Company:

      • (a)does not warrant that:

        • (i) the Practitioner's use of Faces Consent will be uninterrupted or error-free;

          (ii) that Faces Consent and/or the information obtained by the Practitioner through Faces Consent will meet the Practitioner's requirements; or

          (iii) Faces Consent will be free from Viruses.

      • (b) 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 Practitioner acknowledges that Faces Consent may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    • 3.5 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

    • 3.6 The Company uses Amazon Web Services (AWS) to back-up all Prescriber Data. In the event of any loss or damage to Prescriber Data, the Prescriber's sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Prescriber Data from the latest back-up of such Prescriber Data maintained by the Company in its AWS account. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Prescriber Data caused by any third party except those third parties sub-contracted by the Company to perform services related to Prescriber Data maintenance and back-up for which it shall remain fully liable.

    • 3.7 This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties. The Company makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

  • 4. PRACTITIONER'S OBLIGATIONS

    • 4.1 The Practitioner shall provide the Company with:

      • (a)All co-operation reasonably required by the Company in relation to this agreement; and

        (b) all access to such information as may be required by the Company,

        as is necessary for the proper performance of the Company’s obligations under this agreement.

    • 4.2 The Practitioner shall own all right, title and interest in and to all of the Practitioner Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Practitioner Data.

    • 4.3 The Practitioner shall submit to the Company for prior approval any proposed use of any Company trade mark, domain name, logo, and other elements of branding that the Practitioner may wish to make. The Company shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.

    • 4.4 The Practitioner shall provide the Company with:

      • (a) all co-operation in relation to this agreement; and

        (b) all access to such information as may be required by the Company,

        as is necessary for the proper performance of the Company's obligations under this agreement.

    • 4.5 The Practitioner shall at all times while this agreement is in force have a Practitioner Manager. The Practitioner Manager shall have the authority to contractually bind the Practitioner on all matters relating to this agreement. The Practitioner shall use reasonable endeavours to ensure as far as reasonably possible the continuity of the Practitioner Manager.

    • 4.6 The Practitioner acknowledges and agrees that it has no authority to legally bind the Company in relation to Company Users, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Practitioner agrees that it shall not make to anyone any representation or commitment about the Company or Faces Consent.

    • 4.7 The Practitioner shall comply with all applicable laws and regulations, including laws relating to the distribution of the Products, data protection, with respect to its activities under this agreement and to its business.

    • 4.8 In the event of any delays in the Practitioner's provision of assistance as agreed by the parties, the Company may adjust any dates for performance or delivery provided to the Practitioner as reasonably necessary.

    • 4.9 In order to protect the legitimate interests of the Company, the Practitioner covenants with the Company that it shall not, except with the prior written consent of the Company:

      • (a) market its services for sale directly to Company Users or solicit or entice away (or attempt to solicit or entice away) any Company User from Faces Consent;

        (b) have any business dealings with, or solicit, entice or attempt to entice away, any prescriber, seller or other practitioners registered with the Company to use Faces Consent if such dealing, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to, the Company, or to vary adversely the terms upon which it conducts business with the Company.

    • 4.10 The Practitioner shall be bound by the covenants set out in clause 4.9 during the Term and for a period of 12 months after termination of this agreement.

  • 5. SALE OF PRODUCTS

    • 5.1 All sales of Products to Practitioners shall be direct sales by the seller to the Practitioner subject to the seller’s terms and conditions of sale and the Practitioner acknowledges that the Company is not a party to any Transaction.

  • 6. CHARGES

    • 6.1 The Company may offer additional services to the Practitioner from time to time including, but not limited to, the collection of deposits from patients. The Company shall notify the Practitioner of its charges for any additional services. All payments for Practitioners shall be managed by the Company’s third-party payment provider.

      6.2 For each deposit collected the Company shall be entitled to a set percentage fee of the deposit collected, Company will take and hold the Practitioner's deposits and will release them within 2 working days directly to the Company's payment partner where Practitioner will need a connected account to receive deposits.  The practitioner will need to turn off automatic deposit collections with faces settings to stop auto deposit collection.  

      6.3 For the duration of this agreement, the Practitioner agrees to the Company invoicing the Practitioner for fees payable under a self-billing arrangement. The Company will issue a self-billing invoice to the Practitioner for all fees due on a weekly basis and the Practitioner will be able to download details of all payments from its Account.

      6.4 On Sunday in each week the Company shall deduct from the Account the fees due to the Company in relation to all additional services in the preceding week.

      6.5 The Practitioner shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement

  • 7. PROPRIETARY RIGHTS

    • 7.1 The Practitioner acknowledges and agrees that the Company and its licensors own all intellectual property rights in Faces Consent and all the Company's products and services. Except as expressly stated herein, this agreement does not grant the Practitioner any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.

  • 8. CONFIDENTIALITY

    • 8.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.

    • 8.2 Each party may disclose the other party's confidential information:

      • (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and

        (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    • 8.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

      8.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

      8.5 This clause 8 shall survive termination of this agreement, however arising.

  • 9. DATA PROTECTION

    • 9.1 Definitions used in this clause:

      • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

        Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);] [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].

        Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

        UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

      9.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

      9.3 The parties acknowledge that for the purposes of the Data Protection Legislation, each party acts as an independent Controller of Practitioner Data and that in all other circumstances, the Practitioner is the Controller and the Company is the Processor of Patient Data. The Schedule sets out the scope, nature and purpose of processing of Patient Data by the Company, the duration of the processing and the types of Personal Data and categories of Data Subject.

      9.4 Without prejudice to the generality of 69.2, the Practitioner will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of Patient Data to the Company for the duration and purposes of this agreement.

      9.5 Without prejudice to the generality of 69.2, the Company shall, in relation to any Patient Data processed in connection with the performance by the Company of its obligations under this agreement:

      • (a) process that Patient Data only on the documented written instructions of the Practitioner which are set out in The Schedule unless the Company is required by Domestic Law to otherwise process that Patient Data. Where the Company is relying on Domestic Law as the basis for processing Patient Data, the Company shall promptly notify the Practitioner of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Company from so notifying the Practitioner;

        (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Patient Data and against accidental loss or destruction of, or damage to, Patient Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Patient Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Patient Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

        (c) ensure that all personnel who have access to and/or process Patient Data are obliged to keep the Patient Data confidential; and

        (d) not transfer any Patient Data outside of the UK unless the prior written consent of the Practitioner has been obtained and the following conditions are fulfilled:

        • (i) the Practitioner or the Company has provided appropriate safeguards in relation to the transfer;

          (ii) the data subject has enforceable rights and effective legal remedies;

          (iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Patient Data that is transferred; and

          (iv) the Company complies with reasonable instructions notified to it in advance by the Practitioner with respect to the processing of the Patient Data;

          (v) assist the Practitioner, at the Practitioner's cost, in responding to any request from a Data Subject and in ensuring compliance with their obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

          (vi) notify the Practitioner without undue delay on becoming aware of a Personal Data Breach;

          (vii) at the written direction of the Practitioner, delete or return Patient Data and copies thereof to the Practitioner on termination of the agreement unless required by Domestic Law to store the Patient Data; and

          (viii) maintain complete and accurate records and information to demonstrate its compliance with this clause 9 and allow for audits by the Practitioner or the Practitioner's designated auditor and immediately inform the Practitioner if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

    • 9.6 The Practitioner consents to the Company appointing the relevant affiliates and/or group companies of the following third-party processors of Patient Data under this agreement: Amazon Web Services and Google Analytics. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business or incorporating terms that are substantially similar to those set out in this clause 9 and in either case which the Company undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Practitioner and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.

    • 9.7 We share your data with our selected third-party partners for the provision of products and services, in return we may receive compensation in return. This allows us to continue offering our app free of charge.  You may well be contacted by phone, sms, Whatsapp, or email.

    • 9.8 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

    • 9.9 The Company agrees to indemnify, keep indemnified and defend at its own expense the Practitioner against all costs, claims, damages or expenses incurred by the Practitioner or for which the Practitioner may become liable due to any failure by the Company or its employees, subcontractors or agents to comply with any of its obligations under this agreement and/or the Data Protection Legislation.

  • 10. INDEMNITY

    • 10.1 The Practitioner shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Company arising from or related to the provision of any treatments by the Practitioner via Faces Consent or any breach or alleged breach of this agreement.

  • 11. LIMITATION OF LIABILITY

    • 11.1 This clause 11.1 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Practitioner:

      • (a) arising under or in connection with this agreement; and

        (b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

    • 11.2 Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

      11.3 Nothing in this agreement excludes the liability of the Company:

      • (a) for death or personal injury caused by the Company's negligence; or

        (b) for fraud or fraudulent misrepresentation.

    • 11.4 Subject to clause 11.3:

      • (a) the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

        (b) the Company's total aggregate liability in tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to £1,000.

  • 12. DURATION AND TERMINATION

    • 12.1 This agreement shall commence on the Commencement Date and shall continue for the Term.

      12.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

      • (a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

        (b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

        (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 or(being a partnership) has any partner to whom any of the foregoing apply;

        (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

        (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

        (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

        (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

        (h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

        (i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party

        (j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

        (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.2(c) to clause 12.2(j) (inclusive).

        (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

        (m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

    • 12.3 The Company may terminate this agreement with immediate effect by giving written notice to the Practitioner if:

      • (a) there is a change of Control of the Practitioner;

        (b) the Practitioner has any registration or licence required for the provision of any treatments offered in the United Kingdom withdrawn;

        (c) (being and individual) is the subject of a bankruptcy petition or order; or

        (d) (being an individual) dies or by reason of incapacity or illness (whether mental or physical) is incapable of managing their own affairs or they become a patient under any mental health legislation.

  • 13. CONSEQUENCES OF TERMINATION

    • 13.1 On termination of this agreement for any reason:

      • (a) all licences and benefits granted under this agreement shall immediately terminate;

        (b) all Consents shall be stored on Faces Consent for a period of 7 years during which time the Practitioner shall be permitted to download the Practitioner’s Consents from Faces Consent;

        (c) for a period of up to 14 days the Practitioner shall be permitted to download all messages and appointments stored in Faces Consent by the Practitioner;

        (d) each party shall return and make no further use of any property, materials and other items (and all copies of them) belonging to the other party; and

        (e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

  • 14. FORCE MAJEURE

    • Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

  • 15. WAIVER

    • 15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

      15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

  • 16. RIGHTS AND REMEDIES

    • The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  • 17. SEVERANCE

    • 17.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

      17.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  • 18. ENTIRE AGREEMENT

    • 18.1 This agreement constitutes the entire agreement between the parties.

      18.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

      18.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a representation shall be for breach of contract.

      18.4 Nothing in this clause shall limit or exclude any liability for fraud.

  • 19. ASSIGNMENT AND OTHER DEALINGS

    • 19.1 The Practitioner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Company.

      19.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

  • 20. NO PARTNERSHIP OR AGENCY

    • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

  • 21. VARIATION

    • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

  • 22. THIRD PARTY RIGHTS

    • This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

  • 23. NOTICES

    • 23.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

      • (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

        (b) sent by email to addresses set out in the Contract Details (or an address substituted in writing by the party to be served):

    • 23.2 Any notice shall be deemed to have been received:

      • (a) if delivered by hand, at the time the notice is left at the proper address

        (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

        (c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

  • 24. GOVERNING LAW

    • This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.

  • 25. JURISDICTION

    • Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

  • The Schedule - Processing, Personal Data and Data Subjects

    • 1. Processing by the Company

    • 1.1 Scope, nature and purpose of processing: the storage of Consents; the provision of messaging services, the facilitation of the purchasing of Products via the Shop to the Practitioner which may include sharing the Patient Data with other types of Shop account holders such as Prescribers and Pharmacies.

    • 1.2 Duration of the processing: the term of this agreement

    • 1.3 Categories of Data Subject: Patients.

    • 1.4 Types of Personal Data: consents to medical treatment given by patients to the Practitioner; names and contact details of patients of the Practitioner

  • Contact Information

  • Questions about the Terms of Service should be sent to our data controller Ben O’Brien at [email protected].

    Faces Consent Limited

    Company Number: 12517819 (a company registered in England and Wales)

    VAT Registered Number:372957261

    Registered Office: Centurion House, 27 Anson Ct, Stafford ST18 0GB, UK

    Email: [email protected]

    Phone: 01785 558018