TERMS OF SERVICE

PRESCRIBER SERVICES AGREEMENT

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

• (B) The Prescriber has legal authority to issue prescriptions in the United Kingdom.

• (C) The Prescriber wishes to store consents to medical treatment 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. Please confirm your acceptance by ticking the box below.

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 Prescriber’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 practitioner or seller of products.

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

    • Patient: an individual to whom the Prescriber issues prescriptions.

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

    • Prescription Cost: the cost charged by a seller to fulfil a prescription.

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

    • Transactions: the issuing of a prescription by the Prescriber at the request of a Company User via Faces Consent .

    • 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 Prescriber must have an Account with the Company. To register for an Account the Prescriber 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 Prescriber shall notify the Company forthwith of any change in the Prescriber’s registration or licence status.

  • 2.3 The Prescriber undertakes that it shall keep a secure password for its Account.

  • 2.4 The Prescriber 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 Prescriber, to disable the Prescriber's access to any material that breaches the provisions of this clause.

  • 2.5 The Prescriber 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 18.1 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.

  • 2.6 The Prescriber 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 store the Consents on behalf of the Prescriber.

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

  • 3.4 The Company:

  • • (a) does not warrant that:

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

      • (ii) that Faces Consent and/or the information obtained by the Prescriber through Faces Consent will meet the Prescriber'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 Prescriber 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. PRESCRIBER'S OBLIGATIONS

• • 4.1 The Prescriber 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 Prescriber acknowledges and agrees that they have no authority to legally bind the Company in relation to Company Users, other users or anyone else and that they have not been appointed and are not the agent of the Company for any purpose. The Prescriber agrees that they shall not make to anyone any representation or commitment about the Company or Faces Consent.

  • 4.3 The Prescriber shall comply with all applicable laws and regulations, including laws relating to the issuing of prescriptions, data protection, with respect to its activities under this agreement and to their practice.

  • 4.4 The Prescriber may, if requested to do so by a Company User issue prescriptions for use by such Company User and its patient. The Prescriber may charge a fee for writing any prescription and any such fee and the payment thereof shall be manged between the Prescriber and the Company User via Faces Consent. Payment shall not be made directly between the Prescriber and the Company User outside of Faces Consent.

  • 4.5 The Prescriber shall not distribute any marketing materials to Company Users.

  • 4.6 In order to protect the legitimate interests of the Company, the Prescriber covenants with the Company that they shall not, except with the prior written consent of the Company:

  • • (a) issue prescriptions at the request of Company Users outside of Faces Consent 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 other prescriber, a seller or practitioner registered with the Company to use Faces Consent if such dealing, solicitation or enticement causes or is reasonably likely to cause such prescriber, practitioner or seller to cease supplying, or to reduce its supply of goods or services using Faces Consent or to vary adversely the terms upon which it conducts business with the Company.

  • 4.7 The Prescriber shall be bound by the covenants set out in clause 4.6 during the term of this agreement and for a period of 12 months after termination of this agreement.

• 5. CHARGES AND PAYMENT

• • 5.1 All payments for prescriptions issues by the Prescriber shall be manged by the Company’s third-party payment provider.

  • 5.2 The Prescriber shall pay Commission to the Company in relation to each Transaction.

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

  • 5.4 On Sunday in each week the Company shall deduct from the Account the Commission due to the Company in relation to all Transactions in the preceding week.

  • 5.5 All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. The Prescriber agrees that:

  • • (a) it is registered for VAT and will, within 14 days of this agreement, provide the Company with its VAT registration number.

    • (b) for so long as the self-billing arrangement is in place, it will not raise VAT invoices for supplies made under this agreement; and

    • (c) it will notify the Company immediately if the Prescriber ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT registration number.

  • 5.6 The Prescriber 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.

• 6.PROPRIETARY RIGHTS

• • 6.1 The Prescriber 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 Prescriber 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.

• 7. CONFIDENTIALITY

• • 7.1 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 17.2.

  • 7.2 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 7; and

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

  • 7.3 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.

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

  • 7.5 This clause 7 shall survive termination of this agreement, however arising.

• 8. DATA PROTECTION

• • 8.1 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.

  • 8.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

  • 8.3 The parties acknowledge that for the purposes of the Data Protection Legislation, each party acts as an independent Controller of Prescriber Data and that in all other circumstances the Prescriber 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.

  • 8.4 Without prejudice to the generality of 58.2, the Prescriber 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.

  • 8.5 Without prejudice to the generality of 58.2, 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 Prescriber 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 Prescriber of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Company from so notifying the Prescriber;

    • (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 Prescriber has been obtained and the following conditions are fulfilled:

    • • (i) the Prescriber 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 Prescriber with respect to the processing of the Patient Data;

      • (v) assist the Prescriber, at the Prescriber'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 Prescriber without undue delay on becoming aware of a Personal Data Breach;

      • (vii) at the written direction of the Prescriber, delete or return Patient Data and copies thereof to the Prescriber 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 8 and allow for audits by the Prescriber or the Prescriber's designated auditor and immediately inform the Prescriber if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

  • 8.6 The Prescriber 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 which are substantially similar to those set out in this clause 8 and in either case which the Company undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Prescriber 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 8.

  • 8.7 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 8 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).

  • 8.8 The Company agrees to indemnify, keep indemnified and defend at its own expense the Prescriber against all costs, claims, damages or expenses incurred by the Prescriber or for which the Prescriber 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.

• 9. INDEMNITY

• • 9.1 The Prescriber 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 writing of prescriptions by the Prescriber via Faces Consent or any breach or alleged breach of this agreement.

• 10. LIMITATION OF LIABILITY

• • 10.1 This clause 10.1 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 Prescriber:

  • • (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.

  • 10.2 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.

  • 10.3 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.

  • 10.4 Subject to clause 10.3:

  • • (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 the amount paid under this agreement by the Prescriber to the Company during the 12 months preceding the date on which the claim arose.

• 11. DURATION AND TERMINATION

• • 11.1 This agreement shall commence on the Commencement Date and shall continue until terminated by either party at any time on written notice to the other party.

• 12. CONSEQUENCES OF TERMINATION

• • 12.1 On termination of this agreement for any reason:

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

    • (b) the Consents shall be returned to the Prescriber on request or, if not returned to the prescriber, stored by the Company for seven years at the end of which period they Consents shall be destroyed;

    • (c) the provisions of clause 5 shall continue in force in relation to all prescriptions issued to Company Users before the date of termination.

    • (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.

• 13. 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.

• 14. WAIVER

• • 14.1 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.

  • 14.2 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.

• 15. 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.

• 16. SEVERANCE

• • 16.1 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.

  • 16.2 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.

• 17. ENTIRE AGREEMENT

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

  • 17.2 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.

  • 17.3 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.

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

• 18. ASSIGNMENT AND OTHER DEALINGS

• • 18.1 The Prescriber 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.

  • 18.2 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.

• 19. 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.

• 20. VARIATION

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

• 21. 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.

• 22. NOTICES

• • 22.1 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):

  • 22.2 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.

• 23. 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.

• 24. 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

• • 1.1 Scope, nature and purpose of processing: the storage of Consents and contact with other Company Users via Faces Consent 

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

  • 1.3 Types of Personal Data: consents to medical treatment, identity and contact details. 

  • 1.4 Categories of Data Subject: Patients

• 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

  
   

SELLER SERVICES AGREEMENT

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

• (B) The Seller is supplier in the United Kingdom.

• (C) The Seller wishes to market its products on Faces Consent subject to the terms and conditions of this agreement so that a user of Faces Consent can clicking directly through from Faces Consent to the Seller Website to place an order to purchase products.

This agreement is made up of the following:

• (a) The Contract Details.

• (b) The Conditions.

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. Please confirm your acceptance by ticking the box below.

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 Seller’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 Trade Mark Guidelines: the written guidelines for use of the Company's Trade Mark, logo and branding made available by the Company to the Seller from time to time.

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

    • Company User Data: personal data of Company Users further described in The Schedule.

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

    • Net Sales: in respect of each Transaction, the sale price of each Product sold exclusive of VAT and any delivery costs.

    • Patient: an individual in whose name the Seller issues prescriptions.

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

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

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

    • Seller Manager: the person named in clause 4.14.

    • Transaction: a purchase of any Products offered for sale on Faces Consent by a Company User who has clicked through directly to the Seller Website from Faces Consent where that purchase is completed during a single browser session.

    • VAT: Value added tax or any equivalent tax chargeable in the UK or elsewhere.

    • 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 Seller must have an Account with the Company. To register for an Account the Seller 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 Seller will upload (and at all times during the term of this agreement maintain) a current payment card to its Account.

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

  • • (a) change of Control the Seller; and

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

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

  • 2.5 The Seller 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 Seller, to disable the Seller's access to any material that breaches the provisions of this clause.

  • 2.6 The Seller 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 Seller 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 If so requested by the Seller and the Seller provides relevant information and images the Company will upload Product Listings on to Faces Consent.

  • 3.3 The Company shall be permitted to use the Seller's logo for the purposes of this agreement solely in accordance with any reasonable written guidelines or instructions provided by the Seller to the Company relating to the Seller's logo.

  • 3.4 The Company may at any time or times without notice to Seller:

  • • (a) change the name of Faces Consent; and

    • (b) change the Company Trade Mark Guidelines.

  • 3.5 The Company:

  • • (a) does not warrant that:

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

      • (ii) that Faces Consent and/or the information obtained by the Seller through Faces Consent will meet the Seller'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 Seller acknowledges that Faces Consent may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  • 3.6 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.

  • 3.7 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.

  • 3.8 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. SELLER'S OBLIGATIONS

• • 4.1 The Seller undertakes to upload, or to provide information and images to the Company to upload, on to Faces Consent Product listings.

  • 4.2 Each Product listing shall contain a link to the Seller’s own terms of sale and all contracts for the sale of Products are entered into directly by the Seller and the Company User.

  • 4.3 The Seller is solely responsible for:

  • • (a) the contents of its Product listings and shall ensure that all Product listings are true, accurate and complete at all times, including, without limitation, the description, price, applicable taxes or fees, delivery information, required legal disclosures and other advertisement, offer or promotional content;

    • (b) reviewing Company Users qualification/registration documentation as uploaded on the Faces dashboard before accepting any order for Products;

    • (c) maintaining accurate stock levels in its Product listings

  • 4.4 The Seller may recommend maximum for Products offered for sale via Faces Consent but in all cases the Seller shall determine its own pricing policy.

  • 4.5 The Seller shall mark all ordered items as fulfilled and label them as applicable.

  • 4.6 If any Product is out of stock the Company User placing an order for such item shall be notified and a refund issued for any payment taken. The Seller shall not issue IOU notes in relation to out of stock Products.

  • 4.7 The Seller agrees that at all times during the Term the price for any Product as listed on Faces Consent shall be no more than the price for such Product on the Seller Website. This includes discounts, promotions and other deals appearing on the Seller Website.

  • 4.8 The Seller shall be responsible for displaying, keeping up to date and honouring any sales, returns and/or privacy policies, and all other relevant terms or information or disclosures related to its Product listings that the Seller wants to apply to interactions with Company Users or that are otherwise required by law. Any such terms, information or disclosures do not bind the Company.

  • 4.9 The Seller shall be responsible for developing, operating and maintaining the Seller Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Seller shall be responsible for:

  • • (a) the proper functioning and maintenance of all hyperlinks to Faces Consent; and

    • (b) compliance with the Company Trade Mark Guidelines.

  • 4.10 The Seller shall:

  • • (a) ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and

    • (b) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Seller's network connections or telecommunications links or caused by the internet.

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

  • 4.12 The Seller 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 Seller 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.

  • 4.13 The Seller 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.

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

  • 4.15 The Seller 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 Seller agrees that it shall not make to anyone any representation or commitment about the Company or Faces Consent.

  • 4.16 The Seller 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.

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

• 5. SALE OF PRODUCTS

• • 5.1 All sales of Products to Company Users shall be direct sales by the Seller to the Company User subject to the Seller’s terms and conditions of sale.

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

  • • (a) market Products 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 or 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.

  • 5.3 The Seller shall be bound by the covenants set out in clause 5.2 during the Term and for a period of 12 months after termination of this agreement.

  • 5.4 The Seller shall not display, promote, offer, market or sell unlicensed, counterfeit or pirated products via Faces Consent.

  • 5.5 The Seller is solely responsible for any defect or non-conformity in any Product listed on Faces Consent and for complying with any recall or safety alert, or similar direction or notice, with respect to any such Product. The Seller shall promptly remove any Product listing upon the issue of any recall or safety alert, or similar direction or notice, or claim of infringement of intellectual property rights with respect to Products listed on Faces Consent.

• 6. CHARGES AND PAYMENTS

• • 6.1 All payments for Products purchased by Company Users shall be manged by the Company’s third party payment provider.

  • 6.2 The Seller shall pay Commission to the Company in relation to each Transaction.

  • 6.3 For the duration of this agreement, the Seller agrees to the Company invoicing the Seller for Commission payable under a self-billing arrangement. The Company will issue a self-billing invoice to the Seller for all Commission due on a weekly basis and the Seller will be able to down load details of all Transactions from its Account.

  • 6.4 On Sunday in each week the Company shall deduct from the Account the Commission due to the Company in relation to all Transactions in the preceding week.

  • 6.5 All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. The Seller agrees that:

  • • (a) it is registered for VAT and will, within 14 days of this agreement, provide the Company with its VAT registration number;

    • (b) for so long as the self-billing arrangement is in place, it will not raise VAT invoices for supplies made under this agreement; and

    • (c) it will notify the Company immediately if the Seller ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT registration number.

  • 6.6 The Seller 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 Seller 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 Seller any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (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 Seller Data and to the extent necessary so that the Seller can use Faces Consent, the Seller is the Controller and the Company is the Processor of Company User Data and Patient Data. The Schedule sets out the scope, nature and purpose of processing of Company User Data and 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 79.2, the Seller will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of Company User Data and Patient Data to the Company for the duration and purposes of this agreement.

  • 9.5 Without prejudice to the generality of 79.2, the Company shall, in relation to any Company User Data and Patient Data processed in connection with the performance by the Company of its obligations under this agreement:

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

    • (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Company User Data and Patient Data and against accidental loss or destruction of, or damage to, Company User Data, and 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 Company User Data and Patient Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Company User Data and 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 Company User Data and Patient Data are obliged to keep the Company User Data and Patient Data confidential; and

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

    • • (i) the Seller 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 Company User Data and Patient Data that is transferred; and

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

      • (v) assist the Seller, at the Seller'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 Seller without undue delay on becoming aware of a Personal Data Breach;

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

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

  • 9.6 The Seller consents to the Company appointing the relevant affiliates and/or group companies of the following third-party processors of Company User Data and 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 which 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 Seller 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 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).

  • 9.8 The Company agrees to indemnify, keep indemnified and defend at its own expense the Seller against all costs, claims, damages or expenses incurred by the Seller or for which the Seller 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 Each party shall indemnify the other party 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 beneficiary of the indemnity arising out of or in connection with the indemnifier's website (being Faces Consent or the Seller's Website as the case may be) provided that:

  • • (a) the indemnifier is given prompt notice of any such claim;

    • (b) the beneficiary provides reasonable co-operation to the indemnifier in the defence and settlement of such claim, at the beneficiary's expense; and

    • (c) the indemnifier is given sole authority to defend or settle the claim.

  • 10.2 The Seller 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 sale of Products by the Seller via Faces Consent, the Products sold 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 Seller:

  • • (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 the amount paid under this agreement by the Seller to the Company during the 12 months preceding the date on which the claim arose.

• 12. DURATION AND TERMINATION

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

  • 12.2 If the Seller is in breach of any of its obligations in clauses 4.3 - 4.6 (inclusive) the Company shall send a formal notification to the Seller requesting that such breach, be rectified as soon as possible. If there is any continued or persistent infringement of these obligations then the Company reserves the right to suspend the Account until such breach is rectified.

  • 12.3 If the Seller is in breach of its obligations under clause 4.7 the Company shall be entitled to update the prices shown on Faces Consent to match the prices on the Seller Website and shall send a formal notification to the Seller reminding the Seller of its obligation sunder clause 4.7. If there is any continued or persistent infringement of this obligation then the Company reserves the right to suspend the Account until such breach is rectified.

  • 12.4 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 12.4(c) to clause 12.4(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.

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

  • • (a) there is a change of Control of the Seller; or

    • (b) the Seller has any registration or licence required for the sale of the Products in the United Kingdom withdrawn.

• 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 Product listings shall be removed from Faces Consent;

    • (c) the provisions of clause 5 shall continue in force in relation to all sales of Products to Company Users where the sale has been concluded before the date of termination.

    • (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 Seller 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.

• 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

• The Schedule - Processing, Personal Data and Data Subjects

• • 1. Processing by the Company

  • 1.1 Scope, nature and purpose of processing: the facilitation of access to Faces Consent by the Seller and the facilitation of the purchasing of Products marketed on Faces Consent to Company Users. 

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

  • 1.3Categories of Data Subject: Company Users and Patients

  • 1.4Types of Personal Data: names and contact details of Company Users, transaction data. Names and contact details of Patients, prescription information.