Terms and Conditions

1. About our terms:

These terms and conditions of use (“Terms”) explain how you may use this website and any of its content (“Site”). These Terms apply between Medicycle and you, the person accessing or using the Site via a Representative (“you”, “You” or “your”, “Your” or the “Participant”).

You should read these Terms carefully before using the Site. By using the Site or otherwise indicating your consent, you agree to be bound by these Terms. If you do not agree with any of these Terms, you should stop using the Site immediately.

2. Definitions:

The following definitions apply to these Terms, in addition to any definition found elsewhere herein:

• “Applicable Laws”: means

  1. Medical Product Law and any law, statute, regulation, by-law, or subordinate legislation in force from time to time, and all subsequent amendments thereto, applicable to the Parties or any part of the Product in any jurisdiction to which performance of a Sales Contract by a User relates;
  2. the common law and laws of equity as applicable to the Parties from time to time;
  3. any binding court order, judgment, or decree;
  4. any applicable industry code, policy, or standard; or
  5. any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any Regulatory Authority having jurisdiction over a Party or any of that Party’s assets, resources or business;

• “Buyer”: means any User that buys a Product through the Site from a Seller, and collectively
“Buyers”;

• “Compliance with Applicable Laws”, or “Compliance” (as applicable): means that no breach of Applicable Laws exists;

• “Documentation” means any descriptions, instructions, manuals, literature, technical details, or other related materials supplied in connection with the Product;

• “Intellectual Property Rights” means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in Confidential Information, rights to the invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case:

  1. whether registered or not;
  2. including any applications to protect or register such rights;
  3. including all renewals and extensions of such rights or applications;
  4. whether vested, contingent, or future;
  5. to which the relevant party is or may be entitled, and
  6. in whichever part of the world exists;
• “Location” means the delivery location of the Product as detailed in the Order associated with a Transaction;

• “Medical Product Law”: means any law, statute, regulation, by-law or subordinate legislation in force from time to time, and all subsequent amendments thereto, that regulates the Product in any jurisdiction in which the Parties or any relevant User operates, including, but not limited to, as applicable and as amended from time to time:

  1. the following EU legislation: Directive 2001/83/EC relating to medicinal products (the “Pharmaceutical Code”), Regulation (EU) 1394/2007 on advanced therapy medicinal products (the “ATMP Regulation”), Regulation (EC) 141/2000 on orphan medicinal products (the “Orphan Regulation”), Directive 2011/62/EU as regards the prevention of the entry into the legal supply chain of falsified medicinal products (the “Falsified Medicines Directive”), Directive 2001/20/EC on clinical trials (the “Clinical Trials Directive”) and Regulation (EU) 536/2014 on clinical trials (the “Clinical Trials Regulation”) which repeals and replaces the Clinical Trials Directive, Directive 90/385/EEC on Active Implantable Medical Devices, Directive 93/42/EEC on Medical Devices and Directive 98/79/EC on In Vitro Diagnostic Medical Devices (together the “Medical Device Directives”) and Regulation (EU) 2017/745 on medical devices and Regulation (EU) 2017/746 on in vitro diagnostic medical devices (together the “Medical Device Regulations”) that repeal and replace the Medical Device Directives, as well as any national implementing legislation;
  2. the following United Kingdom legislation: the Human Medicines Regulations 2012, SI 2012/1916 (“HMR 2012”), the Medicines for Human Use (Clinical Trials) Regulations 2004, SI 2004/1031 (“MHU(CT)R 2004”), the Medical Devices Regulations 2002, SI 2002/618 (“MDR 2002”);
  3. all applicable orders administered or issued by any Regulatory Authority applicable to the Exploitation of the Product;
  4. and to the extent not in conflict with mandatory law of England and Wales, the US Federal Food Drug and Cosmetic Act (the FDCA) and the US Public Health Service Act;

•“Order” means an order to Purchase a Product through the Site in the form made available on the Site;

• “Parties” means each you and Medicycle, and collectively “Parties”;

• “Pharmacy” means a User that is a pharmacy, is registered with the General Pharmaceutical Council (“GPhC”) and has a GPhC number (collectively “Pharmacy Registered”), and does not hold a Wholesale License, it being understood that a User who is Pharmacy Registered and holds a Wholesale License shall be deemed to be a Wholesaler, for the avoidance of doubt;

• “Product” means each and collectively (as applicable) the medicines and Documentation and other physical material set out in the Order or understood by the Users in a Transaction to be included in the Product and to be supplied by the Seller to the Buyer in accordance with the Sales Contract;

• “Purchase”, or “Buying” (as applicable) means a purchase of Product through the Site from a Seller;

• “Regulatory Authority” means the Medicines and Healthcare products Regulatory Agency which regulates medicines, medical devices and blood components for transfusion in the UK, and any other authority that has jurisdiction because of Applicable Laws, including without limitation the GPhC;

• “Representative” means the natural person that interacts with us and/or the Site on your behalf;

• “Sale”, or “Selling” (as applicable) means a sale of Product through the Site to a Buyer;

• “Sales Contract” means the agreement between the Seller and the Buyer for the sale and purchase of the Product, as detailed in section 6 of these terms;

• “Seller” means any User that sells Product through the Site to a Buyer, and collectively
“Sellers”;

• “Services”, or “Marketplace” (as applicable) means the marketplace services available on the Site from Medicycle;

• “Transaction” means a transaction for the Purchase or Sale of a Product through the Site;

• “User” means any user of the Services;

• “Wholesale License” means a WDA(H) license (as the term is understood under Applicable Laws); and

• “Wholesaler” means a User that is a wholesaler and holds a Wholesale License.

3. About us

We are RXARA LTD, a company incorporated in England with the following registered number 10495929 and registered office at 85 Great Portland Street, First Floor, London, England, W1W 7LT, and trading as Medicycle (“we”, “We”, “us”, “our”, or “Medicycle”).

We hold a broker license with the MHRA under the following registration number: BRKR 53844.

If you have any questions about the Site, please contact us by:

Sending an email to: info@medicycle.co.uk; or

Calling us at: +44(0) – 2078714899

Our telephone lines are open Monday to Friday: 9 am to 5 pm.

4. Using the site

The Site is for your use only.

Your use of the Services is subject to our Approval at our absolute discretion.

You agree that you are solely responsible for all costs and expenses you may incur in relation to your use of the Site.

We make no promise that the Site is appropriate or available for use in locations outside of the UK. If you choose to access the Site from locations outside the UK, you acknowledge you do so at your own initiative and are responsible for compliance with local laws where they apply.

We try to make the Site as accessible as possible. If you have any difficulties using the Site, please contact us using the contact details at the top.

You are only entitled to use the Site if you are and remain in Compliance with Applicable Laws.

As a condition of your use of the Site, you agree to comply with our “Acceptable Use Policy” available at medicycle.co.uk/acceptable-use-policy, which is part of this Agreement (for the avoidance of doubt) and agree not to:

misuse or attack our Site by knowingly introducing viruses, trojans, worms, logic bombs, or any other material which is malicious or technologically harmful (such as by way of a denial-of-service attack); or
attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site.

We may prevent or suspend your access to the Site if you do not comply with these Terms or any Applicable Laws.

The Representative herewith warrants that the Representative has the right, power and authority to enter into and execute this Agreement with Medicycle on behalf of the Participant.

Pharmacies

If you are a Pharmacy you are entitled to use the Site for the buying and selling of Products in Compliance with Applicable Laws, including without limitation your compliance with the following,:

  1. the Transaction takes place on an occasional basis;
  2. the quantity of medicines supplied in a Transaction where the Seller is a Pharmacy is small;
  3. the Sale where the Seller is a Pharmacy is made on a not-for-profit basis; and
  4. the Purchase where the Buyer is a Pharmacy is not for onward wholesale distribution.

In addition to your Compliance with Applicable Laws, if you are a Pharmacy you are not entitled to enter into a Transaction as a Seller to sell controlled medicines (as the term is understood under Applicable Laws) or cold chain products (as the term is understood under Applicable Laws).

Returned Product that has been dispensed via the Site cannot be listed for Sale.

Wholesalers

If you are a Wholesaler you are entitled to use the Site for the buying and selling of Products in Compliance with Applicable Laws, including without limitation your compliance with the following,:

  1. Offering to sell to Buyers outside of the Site, including sharing direct contact information to, during or post Sale, is prohibited;
  2. Contacting Buyers to discuss a Purchase outside of the Site is prohibited; and
  3. Wholesalers must not:
  • Engage in any action with a Pharmacy on the Site designed to compete or facilitate a transaction outside of the Site;
  • Request or share direct contact information with a User prior to, during, or post Sale;
  • Use any data to communicate with the other User to promote external websites facilitating sales outside of the Site;
  • Offer material (catalogs etc) that could be used to facilitate an order outside of the Site.

OTC/PPE

It is the Sellers responsibility to ensure that all OTC/PPE Product are listed with 100% accuracy, this includes any claims made within product descriptions and titles. Any queries related to the purchase of OTC/PPE Product should be taken up directly with the Seller.

Commission and Subscription for the Services. In exchange for the use of the Services Medicycle will charge you as follows:

  1. Commission: For every Sale made in a Transaction, Medicycle will charge you a commission of an amount equal to a reasonable percentage of the price of the Sale (excluding VAT, as applicable), which shall be payable monthly on the first day of the month immediately following the month of the Sale, it is understood that the precise percentage will be communicated to you before or at Registration with a notice on the Site (each and collectively the “Commission”); and
  2. Subscription: In addition to the Commission, if you want to enter into a Transaction as a Seller, Medicycle will charge you a reasonable monthly subscription fee before the point of the Sale for as long as you remain a User of the Site (it being understood that the precise percentage will be communicated to you before the Sale with a notice on the Site),

    3. using BACS to the payment details you provided us during Registration.

5. Registration and password security

Use of the Site requires registration by following the steps detailed on the following page of the Site app.medicycle.co.uk, particularly in order to access restricted areas of the Site that make accessible the Marketplace (each and collectively “Registration”).

We are not obliged to permit you to complete Registration on the Site and we may refuse, terminate or suspend the provision of the Site and or the Services to you at any time, it being understood that one possible reason for any such refusal, suspension or termination includes without limitation any actual or potential breach of any Applicable Laws as a direct or indirect result of your Registration and/or use of the Services; and/or our supply of the Services to you (each and collectively “Approval”).

You are responsible for making sure that your password and any other account details are kept secure and confidential.

If we have reason to believe there is likely to be a breach of security or misuse of the Site through your account or the use of your password, we may notify you and require you to change your password, or we may suspend or terminate your account.

Any personal information you provide to us as part of the registration process will be processed in accordance with our “Privacy Policy” available at https://medicycle.co.uk/privacy-policy.

You are entitled to stop using the Services and terminate this Agreement by notifying us that you intend to do so, it being understood that notwithstanding any termination by you any Commission that has become due and payable to Medicycle shall be fully paid by you immediately.

6. Sales Contract.

Clicking on Order by the Buyer will result in the making of an offer to enter into a Sales Contract between the Buyer and the Seller.

If the Seller accepts the offer via the Site a Sales Contract will be executed between the Seller and the Buyer incorporating the Sales Conditions.

If you enter into a Transaction via the Site, the following Sales Contract provisions will apply between you and the other User (the “Sales Conditions”):

The Order forms part of the Sales Contract, and if there is a conflict between the provisions of the Order and the remaining provisions of the Sales Contract, the provisions of the Order shall prevail;

The price for the Product shall be as detailed in the Order and excludes VAT;

Marketing and other promotional material relating to the Product are illustrative only and do not form part of the Sales Contract;
The Prices are exclusive of:

  1. packaging, delivery, insurance, shipping carriage, and all other related charges or taxes or describe relevant elements of the goods which are not included in the standard price which shall be charged in addition at the Seller’s standard rates, and
  2. VAT (or equivalent sales tax);
Delivery

  1. The Product shall be delivered by the Seller, or its nominated carrier, to the Location on the date/s specified in the Order.
  2. The Product shall be deemed delivered by the Seller on arrival only of the Product at the Location or its nominated carrier (as the case may be).
  3. The Product may be delivered in installments if specified in the Order. Any delay in delivery or defect in an installment shall not entitle the Buyer to cancel any other installment.
  4. Delivery of the Product shall be accompanied by a delivery note stating:
  • the date of the Order;
  • the product numbers, type, and quantity of the Product in the consignment; and
  • any special handling instructions.
    • e. Time of delivery is of the essence. The Seller must meet the delivery dates of the Product referenced in the Order (subject to the Order, for the avoidance of doubt).
    • f. Unless the parties agree otherwise, the packaging material is to be promptly returned to the Seller at the Seller’s expense.
    • g. The Seller shall not be liable for any delay in or failure of delivery caused by:
      • i. the Buyer’s failure to make the Location available;
      • ii. the Buyer’s failure to prepare the Location in accordance with the Seller’s instructions;
      • iii. the Buyer’s failure to provide the Seller with adequate instructions for delivery relating to the Product.

      Risk

      Risk in the Product shall pass to the Buyer on delivery.

      Title

      1. Title to the Product shall pass to the Buyer once the Seller has received payment in full and cleared funds for the Product
      2. Until title to the Product has passed to the Buyer, the Buyer shall:
      • i) hold the Product as bailee for the Seller;
      • ii) store the Product separately from all other material in the Buyer’s possession; and
      • iii) take all reasonable care of the Product and keep them in the condition in which they were delivered

Warranty

(a) The Seller warrants that the Product shall, for a period of 14 days from delivery (the “Warranty Period”):

(i) conform in all material respects to the Order;
(ii) be free from material defects in design, material and workmanship; and
(iii) be of satisfactory quality within the meaning of the Sale of Product Act 1979.

(b) As the Buyer’s sole and exclusive remedy, the Seller shall, at the Buyers option, repair, replace, or refund the Price of any of the Product that do not comply with section 6.3.9(a), provided that the Buyer:

(i) serves a written notice on Seller:

• during the Warranty Period in the case of defects discoverable by a physical inspection; or

• in the case of latent defects, within 14 days from the date on which the Buyer became aware (or should reasonably have become aware) of the defect;
(ii) provides the Seller with sufficient information as to the nature and extent of the defects and the uses to which the Product had been put prior to the defect arising;
(iii) gives the Seller a reasonable opportunity to examine the defective Product; and
(iv) returns the defective Product to the Seller at the Buyer’s expense.

(c) The provisions of these Sales Conditions, including the warranties set out in section 6.3.9(a), shall apply to any of the Product that are repaired or replaced with effect from the date of delivery of the repaired or replaced Product.

(d) The Seller shall not be liable for any failure of the Product to comply with
section 6.3.9(a):

(i) where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Product;
(ii) to the extent caused by the Buyer’s failure to comply with the Seller’s instructions in relation to the Product, including any instructions on installation, operation, storage or maintenance;

(iii) to the extent caused by the Seller following any specification, instruction or requirement of or given by the Buyer in relation to the Product;
(iv) where the Buyer modifies any Product without the Seller’s prior written consent or, having received such consent, not in accordance with the Seller’s instructions; or
(v) where the Buyer uses any of the Product after notifying the Seller that they do not comply with section 6.3.9(a).

(e) Except as set out in this section 6.3.9:

(i) the Seller gives no warranties and makes no representations in relation to the Product; and
(ii) shall have no liability for their failure to comply with the warranty in
section 6.3.9(b)
(iii) and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Product Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

Dispute Resolution between Users in a Transaction

(a) If any dispute arises between you and a User out of, or in connection with, the Sales Contract between you and the User, the matter shall be referred to Medicycle who shall use its reasonable endeavors to resolve it.

(b) If the dispute is not resolved within 14 days of the referral being made under section 6.3.10(a) above, the Users may resolve the matter through formal legal proceedings.

7. Infringing content

We will use reasonable efforts to:

delete accounts which are being used in an inappropriate manner or in breach of these Terms; and
identify and remove any content that is inappropriate, defamatory, infringes intellectual property rights or is otherwise in breach of our Acceptable Use Policy

when we are notified, but we cannot be responsible if you have failed to provide us with the relevant information.

If you believe that any content which is distributed or published by the Site is inappropriate, defamatory or infringing on intellectual property rights, you should contact us immediately using the contact details at the top of this page.

8. Your privacy and personal information

Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy available at medicycle.co.uk/privacy-policy, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your

personal information and how to contact us and supervisory authorities in the event you have a query or complaint about the use of your personal information.

9. Ownership, use and intellectual property rights

The intellectual property rights in the Site and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the Site (“Content”) are owned by us and our licensors.

We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners of them and are free to use them as we see fit.

Nothing in these Terms grants you any legal rights in the Site or the Content other than as necessary for you to access it. You agree not to adjust, try to circumvent or delete any notices contained on the Site or the Content (including any intellectual property notices) and in particular, in any digital rights or other security technology embedded or contained within the Site or the Content.

Trade marks: All trade marks used on Site are our trade marks. Other trade marks and trade names of our partners may also be used on the Site or in the Content. Use by you of any trade marks on the Site or in the Content is strictly prohibited unless you have our prior written permission.

10. Submitting information to the site

While we try to make sure that the Site is secure, we do not actively monitor or check whether information supplied to us through the Site is confidential, commercially sensitive or valuable.

Other than any personal information which will be dealt with in accordance with our Privacy Policy, we do not guarantee that information supplied to us through the Site will be kept confidential and we may use it on an unrestricted and free-of-charge basis as we reasonably see fit.

11. Accuracy of information and availability of the site

We try to make sure that the Site is accurate, up-to-date and free from bugs, but we cannot promise that it will be. Furthermore, we cannot promise that the Site will be fit or suitable for any purpose. Any reliance that you may place on the information on the Site is at your own risk.

We may suspend or terminate access or operation of the Site at any time as we see fit.

Any Content is provided for your general information purposes only and to inform you about us and our products and news, features, services and other websites that may be of interest, but has not been tailored to your specific requirements or circumstances. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. You should always use your own independent judgment when using our Site and its Content.

While we try to make sure that the Site is available for your use, we do not promise that the Site will be available at all times or that your use of the Site will be uninterrupted.

12. Hyperlinks and third party sites

The Site may contain hyperlinks or references to third party advertising and websites other than the Site. Any such hyperlinks or references are provided for your convenience only. We have no control over third party advertising or websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website does not mean that we endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third-party site and is at your own risk.

13. Limitation on our liability

The extent of the Medicycle’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this section Error! Reference source not found.3.

Subject to section 13.4:

Medicycle’s total liability shall not exceed the Commission earned by Medicycle from you since your Registration;

Medicycle shall not be liable for any consequential, indirect or special loss; and

Medicycle shall not be liable for any of the following (whether direct or indirect):

  1. loss of profit;
  2. loss of revenue;
  3. loss of use of data;
  4. loss of use;
  5. loss of production;
  6. loss of contract;
  7. loss of commercial opportunity;
  8. loss of savings, discount or rebate (whether actual or anticipated);

    9. (i) harm to reputation or loss of goodwill; and

    (j) loss of business.

Except as expressly stated in this Agreement, and subject to section 13.4, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other losses which cannot be excluded or limited by applicable law.

14. Indemnity

You will, to the extent that a claim does not arise from the negligence or wilful default of Medicycle indemnify and keep indemnified on demand and hold harmless Medicycle from and against all Losses suffered or incurred by it arising out of or in connection with:

any act or omission by you that is in breach of this Agreement;

any third party claim relating to any Transaction you are a party to; and

any third party claim that any Product you sell in a Sale (or any part thereof) infringes or allegedly infringes the Intellectual Property Rights of any third party.

15. Events beyond our control

We are not liable to you if we fail to comply with these Terms because of circumstances beyond our reasonable control, including, but not limited to, strikes, lock-outs or other industrial disputes; breakdown of systems or network access; flood, fire, explosion or accident; or epidemics or pandemics.

16. Rights of third parties

No one other than a party to these Terms has any right to enforce any of these Terms.

17. Variation

No changes to these Terms are valid or have any effect unless agreed by us in writing or made in accordance with this section 14.

We reserve the right to vary these Terms from time to time. Our updated Terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Terms from time to time to verify such variations.

18. Disputes

We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with us, please contact us as soon as possible using the contact details set out at the top of this page.

The laws of England and Wales apply to these Terms, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.

Any disputes are subject to the non-exclusive jurisdiction of the courts of England and Wales. This means that you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.