iEthico General Terms and Conditions

References in this Agreement to "You" and "Your" are references to the person accepting the terms and conditions in this Agreement, references to "We", "Us" and "Our"  are to iEthico Limited a company incorporated in England and Wales with  registered number 13124384 and whose registered office is at Windsor  House, Cornwall Road, Harrogate, North Yorkshire, England, HG1 2PW and  references to "MedSourcing Hub are to the software as a service platform developed and hosted by Us  with the intention of providing Buyers and Sellers with a cost-efficient  and effective marketplace for the lawful dealing in pharmaceutical and  healthcare products ("Pharma Products").

1.         Introduction

1.1       Agreement:  By registering for a MedSourcing Hub account You agree to be bound by  this Agreement, Our privacy, cookie and other policies as it and each of  them are amended from time to time. Your continued use of MedSourcing  Hub after notice of any such amendments acts as your agreement to the  amendments. Amendments will be published on Our website. You may only use MedSourcing Hub if You have completed the registration process (at which point you become a "registered user"). You  represent and warrant to Us and to each other registered user that the  information you provide when completing the registration process is  true, and that You will update the information if it changes (and all  registered users may rely on such representation and warranty even if  they are not party to the same agreement as You are bound by).

1.2       Roles: When You search for or offer to buy (or buy) Pharma Products through MedSourcing Hub You do so in Your capacity as a "Buyer". If You deal through MedSourcing Hub otherwise than as a Buyer then You do so in Your capacity as a "Seller".

1.3       Regulation: We  are regulated as a medicines broker and a medicines wholesaler by the  MHRA and adhere to the following regulations: Directive 2001/83/EC,  Human Medicines Regulation 2012, MHRA Guidance Note 6, Rules and  Guidance for Pharmaceutical Distributers 2022 and EU GDP Guidelines  2013/C 343/01 in relation to brokering. We provide MedSourcing Hub as a  marketplace to facilitate introductions for registered users to buy and  sell Pharma Products and do when required directly purchase and supply  the pharmaceutical products by way of commercial and continuity of  supply reasons for all parties involved.. Sellers pay Us a commission on  sales made through MedSourcing Hub. We operate processes designed to  ensure that registered users are properly licensed to deal in Pharma  Products but it is for You to ensure that You and the counterparty to  any transaction to which You are party may lawfully complete the  relevant transaction. We may, but do not routinely, review or moderate  listings or content made available by users on MedSourcing Hub.

1.4       No liability for website content:  Other than as set out in terms of sale/purchase we expressly exclude  Our liability in respect of any third party content published to or  through MedSourcing Hub or on Our website, and assume no responsibility  for verifying (and, to the fullest extent permitted by law, exclude all  liability in respect of) the accuracy of any description, pricing,  efficacy, availability, authenticity or other attribute of any listing  published on it. For the purposes of this Agreement "third party  content" includes content You or other registered users provide or  otherwise make available or endorse.

1.5       Warranty: We  warrant that We have and will maintain all necessary licences,  consents, and permissions necessary for the performance of Our  obligations under this Agreement. MedSourcing Hub is made available on  an "as is" basis.

2.         Using MedSourcing Hub

2.1       Restrictions: You agree:

2.1.1    to  pay for all Pharma Products purchased by You using MedSourcing Hub  (unless You follow a procedure approved by Us for withdrawing an offer  to buy);

2.1.2    to deliver  all Pharma Products sold by You using MedSourcing Hub (unless You follow  a procedure approved by Us for withdrawing an offer to sell);

2.1.3    that  We do not usually offer exclusive rights to item or service exposure on  MedSourcing Hub (and that We may display third party advertisements on  MedSourcing Hub);

2.1.4    not  to manipulate the price of any Pharma Products offered for sale (or  offer any of them for sale otherwise than at a stated fiat currency  value);

2.1.5     not to use  MedSourcing Hub to offer for sale or communicate anything which may be  unlawful, false, inappropriate, counterfeit, inaccurate, misleading  (whether as to prices, certifications or availability of Pharma Products  or otherwise), offensive, illegal, defamatory, libellous, harmful or in  breach of a third party's rights and (except as expressly agreed by Us  in writing addressed to You) not to use MedSourcing Hub to promote spam  or unsolicited communications;

2.1.6   not  to attempt to gain access to any part of MedSourcing Hub by entering  incorrect information or manipulate any feedback or ranking indicator  provided by MedSourcing Hub (and that We may remove meta-tags, URL links  and similar content that You introduce to MedSourcing Hub);

2.1.7   not  to use any robot, spider, scraper or other automated means to access  information made available through MedSourcing Hub and not re-publish or  re-purpose any information screen produced or presented by MedSourcing  Hub;

2.1.8    not to use  MedSourcing Hub to obtain commercially sensitive information which is  not obviously intended to be available to You or to circumvent the  legitimate commercial interests of any person;

2.1.9   not  to reverse engineer or to attempt to amend, copy or emulate any part of  MedSourcing Hub, not to attempt to gain unauthorised access to  MedSourcing Hub or any connected  system (and to use all reasonable endeavours to prevent any  unauthorised access to, or use of, MedSourcing Hub) and not to seek to  exploit any insecurity, vulnerability or apparent (or suspected) error  or defect in MedSourcing Hub or any third party content;

2.1.10   not  to infringe Our or any other person's industrial, moral or intellectual  property rights or collect information about users without their  express consent or collate, store or use contact information obtained  through the use of MedSourcing Hub without consent of the relevant user  (who may be an individual or corporation);

2.1.11   not  to circumvent any technical measures implemented to prevent access to  any part of MedSourcing Hub or use any service that copies, emulates or  integrates with MedSourcing Hub or seeks to circumvent MedSourcing Hub  or uses any functionality offered by any part of MedSourcing Hub's API  (other than services that We confirm to You in writing have been  developed to integrate with MedSourcing Hub); and

2.1.12   not to onward provide any service facilitated by MedSourcing Hub to any third party.

2.2        Account details: You  are responsible for maintaining the confidentiality of Your account and  password and for restricting access to Your electronic devices, and to  the extent permitted by applicable law, You agree to accept  responsibility for all activities that occur under Your account. You  should take all necessary steps to ensure that Your passwords are kept  secure and should inform Us immediately if You have any reason to  believe that Your password has become known to anyone else, or if the  password is being, or is likely to be used in an unauthorised manner.

2.3              Our marks:  The name "MedSourcing Hub" and other marks, logos, designs and phrases  that We use in connection with Our business are trademarks, service  marks, or trade dress of MedSourcing Hub in the UK and other countries.  They may not be used unless expressly authorised by MedSourcing Hub in  writing.

2.4              Legally binding:  If You are registering with MedSourcing Hub as a business entity or on  behalf of a business entity, You represent that You have the authority  to legally bind that entity.

2.5              Suspension etc: You agree that We may limit, suspend or cancel any account at any time for any reason (and need not give any reason).

3.                 Transactions

3.1              The following conditions apply to the sale and purchase of Pharma Products on MedSourcing Hub.

3.1.1                 Buyers  may use MedSourcing Hub to issue requests to be supplied with Pharma  Products to which Sellers may respond with quotes to supply such Pharma  Products.

3.1.2                 Once the Buyer accepts a quote  from a Seller, a contract is formed between Us and the Buyer for the  sale by Us of the relevant Pharma Products in accordance with Our Terms  and Conditions of Sale  https://iethico.com/terms-and-conditions and a  contract is formed between Us and the Seller for the purchase by Us of  the relevant Pharma Products in accordance with Our Terms and Conditions  of Purchase [https://iethico.com/terms-and-conditions].

3.1.3                 The Seller agrees to pay Us Fees as determined by reference to our commercial terms as set out at [https://iethico.com/commercial-terms] from time to time, plus VAT.

3.2              From  time to time, We may act as a Seller and in such instances it will be  made clear on MedSourcing Hub that We are the Seller. Where we act as  Seller, We may add a mark up to the cost we paid for the Products.

4.                 Seller PROVISIONS

4.1              As  a Seller offering Pharma Products for sale You warrant and represent to  Us and Buyers (throughout the period that the relevant Pharma Products  are indicated on MedSourcing Hub to be available) that:

4.1.1                 You may lawfully offer the relevant Pharma Products for sale;

4.1.2                 the description the relevant Pharma Products given is accurate and not misleading; and 

4.1.3                 You have available stock of the Pharma Products;

4.1.4                 You  shall only list Pharma Products which comply with all applicable  legislation and regulations affecting their manufacture, packaging and  labelling.

4.2              As a Seller You are responsible for  ensuring that Your applicable terms and conditions are made available to  users of MedSourcing Hub who may wish to place an Order for Pharma  Products supplied by You. Sellers accepting an Order represent that the  Pharma Products the subject of the Order, will be despatched as agreed  (or in the absence of specific agreement, as soon as reasonably  practicable).

4.3              All costs and terms stated: Offers  of Pharma Products for sale by Sellers must be stated inclusive of all  costs (such as import/export duties and the cost of shipping) but  excluding VAT which shall be payable in addition. 

4.4              Fees:  As a Seller You are liable to pay Us the Fees on each Order. We may  deduct Fees owed to Us from amounts otherwise payable to You or (to the  extent not so deducted) submit at the end of any month a summary of Fees  then payable by You. You agree that if We submit such summary to You,  You will pay the amount owed within 30 days of receipt of the summary.

5.                 Buyer provisions

5.1              Offer to buy:  When placing an Order You are deemed to give a representation that You  may lawfully buy the Pharma Products the subject of the Order. 

5.2              Responsibility:  As a Buyer You are responsible for reading the full item listing and  making such other enquiries as are appropriate before placing an Order.

5.3              All costs and terms stated: Offers  of Pharma Products for sale on MedSourcing Hub are stated as inclusive  of all costs (such as import/ export duties and the cost of shipping),  but excluding VAT which shall be payable in addition.. 

6.                 Confidentiality, data security and privacy

6.1              Confidentiality: Each  party undertakes that it shall not without the prior written consent of  the other party make the other party’s confidential information or data  that is shared through the use of MedSourcing Hub available to any  other party (or use such confidential information or data to give any  such person a commercial advantage which it would not have had but for  the use of MedSourcing Hub). This undertaking does not operate to  restrict Our use of any information provided by You for what are obvious  and reasonable uses in order to permit Us to provide MedSourcing Hub  and functionality that it advertises, nor does it inhibit Our  collection, use and publication of aggregated anonymised data. We or You  may disclose any information if required to do so by law, regulation or  competent authority.

6.2              Your privacy: For  information regarding the processing of personal data by MedSourcing  Hub, including sharing such data with third parties and Your rights as a  data subject, please see Our Privacy policy.

6.3              Use of data:  You agree that We are free to use any data (other than personal data  and confidential information) that We collect as a result of Your usage  of MedSourcing Hub (or any other interaction You or Your representatives  have with Us). Save in respect of loss of personal data You agree that  Your sole and exclusive remedy resulting from any loss or damage to  data, shall be for Us to use reasonable commercial endeavours to arrange  for lost or damaged data to be restored through any back-up controlled  by Us.

6.4              Controller:  You and We shall process personal data received under and/or in  connection with this Agreement each as a separate and independent  controller. You are individually and separately responsible for  complying with the obligations that apply to You as a controller under  applicable data protection laws. You shall comply with Your obligations  under applicable data protection laws (including but not limited to the  UK GDPR).

7.                 Liability limits

7.1              We  will use reasonable endeavours to ensure that availability of  MedSourcing Hub is uninterrupted and that transmissions will be error  free. Your access to MedSourcing Hub may be occasionally suspended or  restricted to allow for repairs, maintenance, or the introduction of new  facilities or services. We will attempt to limit the frequency and  duration of any such suspension or restriction but accept no liability  for the same.

7.2              Non-excluded liabilities: Nothing in this Agreement excludes Our liability:

7.2.1                 for death or personal injury caused by Our own negligence;

7.2.2                 for loss resulting from Our own fraud or fraudulent misrepresentation; or

7.2.3                 to the extent that law provides that any liability may not be excluded.

7.3              Cap on liability: Subject to clause 7.2:

7.3.1                 We  shall not be liable for loss of profits, loss of business, depletion of  goodwill and/or similar losses or loss or loss arising from corruption  of data or information, or pure economic loss, or for any special,  indirect or consequential loss, costs, damages, charges or expenses  however arising out of or in connection with Your use of MedSourcing Hub  

7.3.2                 We will not be liable to you for  any loss or damage, whether in contract, tort (including negligence),  breach of statutory duty, or otherwise, even if foreseeable, arising  under or in connection with:

(a)       use of, or inability to use, MedSourcing Hub; or

(b)       use of or reliance on any content displayed on MedSourcing Hub,

and our only liability to you will be as set out in a contract for the sale or purchase of Pharma Products.

7.4              Express representations etc only:  You agree that except as expressly and specifically provided in this  Agreement all warranties, representations, conditions and all other  terms of any kind whatsoever which may be implied to Our detriment or  cost (whether by statute, common law or otherwise) are, to the fullest  extent permitted by applicable law, excluded from this Agreement.

7.5              Your liability: You agree to indemnify Us against all liabilities,  damages, fines, expenses and costs (including all interest, penalties,  legal costs (calculated on a full indemnity basis) and professional  costs and expenses)  suffered or  incurred by Us as a result of Your improper use of MedSourcing Hub or  Your breach of any law, rights of a third party, any provision of this  Agreement or as a result of any undertaking, warranty or representation  given or made by You in this Agreement not being true or adhered to.

7.6              Breach by others:  You agree that nothing in this Agreement or the arrangements between  You and Us results in Our having any liability to You in respect of any  offer made or action taken by any other person using MedSourcing Hub or  any content published on MedSourcing Hub or communication completed  through MedSourcing Hub.

8.                 general

8.1              Force majeure, validity and breach:  We shall have no liability to You under this Agreement if We are  prevented from or delayed in performing Our obligations under this  Agreement, or from carrying on business, by events beyond Our reasonable  control. If any provision of this Agreement is held to be invalid, void  or for any reason unenforceable, such provision shall be struck out and  shall not affect the validity and enforceability of the remaining  provisions. Our failure to act with respect to a breach by You or others  does not waive Our right to act with respect to subsequent or similar  breaches. We do not guarantee that We will take action against breaches  of this or any other agreement (and assume no obligation to do so in any  circumstances).

8.2              Variation: We  may amend this Agreement at any time by email, or by posting the  amended terms on MedSourcing Hub. All amended terms shall automatically  be effective 30 days after they are initially posted. Your continued use  of MedSourcing Hub after that effective date constitutes Your  acceptance of them. The policies and our terms of sale and purchase  posted on Our sites may be changed from time to time (and such notified  changes shall have immediate effect as soon as posted). Changes take  effect when We post them on MedSourcing Hub or Our website. Save as  provided in this Agreement, no variation of this Agreement shall be  effective unless it is in writing and approved by the parties.

8.3              Publicity: You  may not without Our prior written consent make any public comment about  this Agreement or Your dealings with Us. We may announce that We  provide services to You.

8.4              Entire agreement: This  Agreement constitutes the whole agreement between You and Us in  relation to Your use of MedSourcing Hub and supersedes any previous  agreement between You and Us relating to the same subject matter. You  acknowledge and agree that in entering into this Agreement You do not  rely on any undertaking, promise, assurance, statement, representation,  warranty or understanding (whether in writing or not) of any person  (whether party to this Agreement or not) relating to the subject matter  of this Agreement, other than as expressly set out in this Agreement.

8.5              Assignment:  You shall not, without Our prior written consent, assign, transfer,  charge, sub-contract or deal in any other manner with all or any of Your  rights or obligations under this Agreement. We may assign Our rights or  obligations under this Agreement.

8.6              No partnership or agency:  Nothing in this Agreement is intended to or shall operate to create a  partnership between the parties, or authorise either party to act as  agent for the other, and neither party shall have the authority to act  in the name or on behalf of or otherwise to bind the other in any way  (including, but not limited to, the making of any representation or  warranty, the assumption of any obligation or liability and the exercise  of any right or power).

8.7              No IP transfer: Nothing in this Agreement operates to transfer any intellectual property rights between the parties.

8.8              Severability:  If any term of this Agreement is deemed invalid, void or for any reason  unenforceable, that term will be deemed severable and will not affect  the validity and enforceability of any remaining terms

8.9              Third party rights: Save  as provided in paragraphs 1.1 and 8.10, this Agreement does not confer  any rights on any person or party (other than the parties to this  Agreement and, where applicable, their successors and permitted assigns)  pursuant to the Contracts (Rights of Third Parties) Act 1999.

8.10           Notices: We  may give You notice by alert notification through MedSourcing Hub. Any  other notice required to be given by You under this Agreement shall be  in writing and sent to debra@iethico.com.

8.11           Policies:  By accepting this Agreement You accept Our policies and other terms and  conditions notified to You (whether through MedSourcing Hub, Our  website or otherwise) from time to time. These polices include Our  privacy policy as well as Our anti-fraud polices, use of MedSourcing Hub  guidelines and the scope of the right to access and use MedSourcing Hub  granted by the terms and conditions in this Agreement.

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

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