AAH Pharmaceuticals Limited, Sapphire Court, Walsgrave Triangle, Coventry CV2 2TX (“Supplier”) agrees to provide the Careway Services Modules (“Modules”) set out in the Order Form attached (or, in the case of Modules requested after the Commencement Date, the Order Form subsequently entered into between the parties) (“Order Form”) and supporting Module Summary (“Module Summary”) (along with any related equipment (“Equipment”) set out therein ( together “the Services”) to be used by the Customer upon the Terms and Conditions set out below. By signing this Agreement the Customer agrees to such terms.
The Supplier shall as soon as reasonably practicable after the date of the Customer signing this Agreement commence delivery of the Services to the Customer using reasonable skill and care. Subject to each party’s rights to terminate provision of the Services under this Agreement, the Supplier shall continue to provide the Services in accordance with this Clause 1.1 and as set out in the Module Summary.
2.1 The Supplier will use reasonable endeavours to ensure that the Services operate as set out in the Module Summary however the Supplier does not warrant that the Services will achieve any particular performance criteria.
2.2 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded (save for s2 Supply of Goods and Services Act 1982) to the fullest extent permitted by law.
3.1 The Agreement shall commence on the date set out on the attached Order
Form (“Commencement Date”) and shall remain in force for an initial period of 12 months (“Term”) unless and until terminated in accordance with these Terms and Conditions or extended in accordance with Clause 3.2.
3.2 Each Module shall remain in force for a minimum period of 12 months from the Module Commencement Date (as stated on the relevant Order Form) unless terminated or extended as set out in this Agreement (“Module Minimum Term”).
Any additional Modules requested by the Customer after the Commencement Date shall also remain in force for the applicable Module Minimum Term. If the Module Minimum Term has an expiry date which falls after the expiry of the Term of the Agreement under Clause 3.1, the Term of the Agreement shall be deemed to have been extended by such additional period. All relevant details will be set out in the relevant Order Form and Module Summary signed by the parties at the relevant time.
3.3 If this Agreement is terminated or expires, all Modules then in force shall terminate at the same time as this Agreement.
4.1 The Supplier shall charge the fees for the Services as detailed in the Order Form or as otherwise provided by this Agreement (“Charges”) by auto charge to the Customer’s AAH Customer Account Number (specified below) with effect from the Commencement Date and every month thereafter.
4.2 The Supplier shall be entitled to increase the Charges with effect from 1 January each year by a rate not exceeding the percentage increase in the Retail Prices Index from the level in place on the 1 January of the previous year.
4.3 Notwithstanding Clause 4.2, the Supplier shall be entitled at any time after the date of this Agreement to vary the Charges by giving to the Customer reasonable prior written notice of not less than 30 days.
4.4 If the Customer fails to comply with its obligations under Clause 5.4, below, (and for the duration of its failure to comply), the Supplier shall be entitled, at its option, to charge its standard customer rates for the Services in force from time to time in lieu of the Charges or to terminate this Agreement in accordance with the provisions of Clause 6.1(b).
4.5 All Charges payable under this Agreement are exclusive of Value Added Tax which shall be paid by the Customer at the prevailing rate.
5.1 The Customer warrants that all of the information on the Order Form is true and accurate and that it shall inform the Supplier of any changes or amendments thereto as soon as reasonably practicable and in any event within ten business days of the relevant change or amendment.
5.2 The www.careway.co.uk website (“Website”), and any and all intellectual property rights subsisting at any time in the Website and any names, logos, websites or branding owned or licensed by the Supplier or any other companies within the Supplier’s group of companies (including, but not limited to, the AAH and Careway name, logo and/or branding) (together, “the Intellectual Property”), is and shall remain the Supplier’s property. The Customer agrees not to use the Intellectual Property for any purpose or in any format other than expressly set out in the relevant Module Summary or as otherwise authorised by the Supplier in writing.
5.3 Without prejudice to the generality of Clause 5.2, the Customer shall not do anything or cause anything to be done that is reasonably likely to adversely affect the reputation of the Supplier or any of its brands or which is reasonably likely to prejudice the Supplier’s right, title and interest in the Intellectual Property including copying, publishing, disclosing, transferring, transmitting or in any way making it available to any third party except as set out in the relevant Module Summary or with the prior written consent of the Supplier.
5.4 The Customer shall, at all times during the Term, remain a First Line Customer of the Supplier. The Supplier shall use data obtained from external third party sources (including, but not limited to, IMS) from time to time in order to verify that the Customer is a First Line Customer and the Customer shall permit the Supplier to obtain and use such data for such purpose. In addition (where stated on the Order Form), the Customer shall ensure that it has entered into, maintains in force and complies in full with the terms of its agreement with the Supplier in relation to the Supplier’s Complete Generics Programme (including, but not limited to, its monthly Spend Target; as defined in such agreement) for the duration of the Term. If the Customer is in breach of any aspect of this Clause 5.4, the provisions of Clause 4.4 shall apply.
5.5 The Customer shall comply in full with its obligations in relation to individual modules comprising the Services; as set out in all applicable Module Summaries.
5.6 The following definitions shall apply for the purposes of Clause 5.4: “First Line Customer”: shall mean a customer who, in each calendar month of the Term, purchases or has supplied to it a minimum of 51% (by volume) of its total requirements for Branded Ethical Products from or by the Supplier. For the avoidance of doubt any Branded Ethical Products that have been returned to the Supplier by the Customer in the relevant month shall not count towards the minimum purchase amount.
“Branded Ethical Products”: shall mean branded ethical Pharmaceutical Products manufactured by any licensed company holding a patent for such products or licensed to use a patent for such product but excluding the Excluded Products;
“Complete Generics Programme”: shall mean the Supplier’s bespoke solution from time to time for the supply of Generic Products (being Pharmaceutical Products manufactured by any licensed company after the period of patent has expired on the equivalent Branded Ethical Product);
“Excluded Products”: shall mean (i) Parallel Imports plus (ii) any Pharmaceutical Products from time to time which are not available for sale or distribution by the Supplier and which are only available in the relevant month for purchase or supply from pharmaceutical wholesalers other than the Supplier.
“IMS” shall mean IMS Health Limited.
“Pharmaceutical Products”: means PMed Products, GSL Products, and Prescription
“PMed Products”: means products identified with a “P mark” that are sold by Pharmacists over the counter without prescription;
“GSL Products”: means products from the Supplier’s Product Price List from time to time, but excludes PMed Products and Prescription Products;
“Prescription Products”: means products which can only be dispensed by a pharmacist upon receipt of a prescription;
“Parallel Imports”: means Pharmaceutical Products imported into one European Union member state from another and placed on the market in the destination European Union member state outside the manufacturer’s (or its licensed distributor’s) formal channels;
6.1 This Agreement may be terminated by the Supplier
(a) with immediate effect if the Customer fails to pay any sum due under this Agreement or any other agreement between the Customer and the Supplier and such sum remains unpaid 14 days after the date of the Supplier’s written notice requiring such sum to be paid; or
(b) upon 28 days’ notice if the Customer is in breach of Clause 5.4; or
(c) in whole or in part if the Customer is in material breach of any of its other obligations under this Agreement and, where such breach is capable of remedy, it has failed to remedy the same within 14 days of written notification from the Supplier specifying the breach and requiring its remedy.
6.2 This Agreement may be terminated by either party with immediate effect if the other party:
(a) being a company presents a petition or has a petition presented for its windingup or convenes a meeting to pass a resolution for voluntary winding-up or has an administrative receiver appointed of all or any part of its assets or undertaking or has a petition presented for an administration order to be made in relation to it or calls a meeting of, or enters into a composition or arrangement with, its creditors or ceases to carry on business; or
(b) being an individual dies or being a partnership or firm is dissolved or in either case has a bankruptcy petition issued or bankruptcy order made against the other party or negotiates for or enters into any composition or arrangement with or assignment for the benefit of creditors of the other party.
6.3 The Supplier shall be entitled to terminate this Agreement by serving a minimum of three (3) months’ prior written notice on the Supplier; such notice to expire on or after the expiry of the Term.
6.4 Either party shall be entitled to terminate a Module by serving a minimum of three (3) months’ prior written notice on the other party; such notice to expire on or after the expiry of the relevant Module Minimum Term.
7.1 Upon termination or expiry of this Agreement:
(a) the Supplier’s obligation to provide and (without prejudice to the Customer’s obligation to settle any outstanding invoice(s) in accordance with this Agreement) the Customer’s obligation to pay for the Services shall cease; and
(b) the Customer shall promptly and permanently delete any reference to the
Services and the Website from its website and from its premises; and
(c) shall cease to use (or permit the use of) any Intellectual Property (as detailed in Clause 5.2) and shall certify to the Supplier that it has done so and the Supplier shall delete all references to the Customer from the Website.
(d) If this Agreement ends during part of a month, any remaining sums due to the Supplier under this Agreement shall be charged to the Customer on a pro rata basis.
(e) The terms of this Agreement which by their nature are intended to continue to have effect after termination of this Agreement (including, but not limited to Clauses 5.2, 5.3,and 7) shall continue to apply.
7.2 The provisions of Clause 7.1 shall also apply to the extent relevant in the case of any part termination or expiry of a Module or Modules.
8.1 Neither party shall be liable for any delay in performing any of its obligations
(other than obligations to pay money) hereunder if such delay is caused by circumstances beyond the reasonable control of the party so delaying and such party shall be entitled to a reasonable extension of time for the performance of such obligations.
9.1 Except as otherwise provided in this Agreement, the Supplier’s total liability to the Customer (whether in contract, tort (including negligence) or otherwise) arising out of or in connection with this Agreement shall in each year commencing on the date of this Agreement or any subsequent anniversary of such date not in the aggregate exceed the Charges payable by the Customer under this Agreement during such year.
9.2 The Supplier shall have no liability to the Customer under or in connection with this Agreement, howsoever arising, for any loss of profits or contracts or for special, indirect or consequential loss or damage.
9.3 Nothing in this clause limits the liability of the Supplier for fraud or in respect of death or personal injury caused by its negligence.
10.1 Except as expressly set out herein, this Agreement shall not be varied except by written agreement of the Supplier and the Customer.
10.2 For the avoidance of doubt, where the Supplier and the Customer agree to add or remove Modules from the scope of this Agreement, any additional Modules shall be covered by this Agreement in its entirety.
On a quarterly basis and on reasonable prior notice, the Supplier shall be entitled (either itself or through its appointed agent(s)) to carry out audits at the Customer’s premises to ascertain compliance with this Agreement.
12.1 The Supplier and the Customer shall each keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, documentation or initiatives relating to the other which are of a confidential nature and have been disclosed to the receiving party by the disclosing party, its employees, agents, consultants or subcontractors, and any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain except as expressly authorised in writing by the disclosing party or to the extent that the same is or becomes public knowledge through no fault of the receiving party or as required by law. Any such information shall be returned to the disclosing party immediately after use.
13.1 The Supplier is a member of the Celesio UK group of companies, which includes Lloyds Pharmacy Limited (“Group”).
13.2 Information that the Customer provides or which the Supplier obtains about the Customer, its business or its Directors/Members will be held in the Supplier’s computer and manual systems and used for credit scoring; administration of the Customer’s account; customer and product analysis; market research and to improve the products and services offered by the Supplier and its Group. Telephone calls received by the Supplier’s order processing and customer support departments may be monitored for quality control, staff training and service improvement purposes.
13.3 Unless the Customer contacts the Supplier to say otherwise, the Supplier will provide the Customer’s business name and address, details (including dates of supply) of the products and services the Customer receives from the Group (“Account Information”) to manufacturers (either directly or through a data services provider) to enable the manufacturers to understand preferences, ensure satisfactory stock levels and improve products and services.
13.4 Unless the Customer contacts the Supplier to say otherwise, the Supplier may from time to time send the Customer information about products and services from the Supplier by email and post.
13.5 The Group may carry out credit checks with licensed credit agencies on guarantors. The Group and the agencies may keep a record of the search. By completing and submitting the application form, the Customer confirms that the guarantor has been notified of this and that he or she does not object.
13.6 The Supplier may share the information it holds about the Customer (including Account Information) with other Group companies. The Supplier and other Group companies may, with the Customer’s consent, contact the Customer by email, phone or post about other products and services (including those from other organisations) in which the Customer may be interested.
Failure by the Supplier to exercise or enforce any of its rights or remedies under this
Agreement shall not constitute a waiver of any such right or remedy, nor shall it prevent the exercise or enforcement of the right or remedy at any time.
This Agreement constitutes the entire agreement between the Customer and the Supplier with respect to its subject matter and supersedes any and all previous agreements, promises, representations, warranties or other statements whether written or oral by any person.
The Customer is not permitted to assign, charge or transfer this Agreement or any of its rights and/or obligations under this Agreement without the Supplier’s consent.
17.1 All notices that are required to be given under this Agreement shall be in writing, signed and dated and sent to the address of the intended recipient set out in this Agreement or such other address as has been notified to the other party in accordance with this clause. Notices addressed to the Supplier must quote the Customer’s account number and be sent to: FAO: Careway Administration, Sapphire Court, Walsgrave Triangle, Coventry, CV2 2TX.
17.2 Hand delivered notices shall be deemed to have been delivered immediately upon receipt. Notices sent by first class post shall be deemed to have been delivered 48 hours after posting.
This Agreement shall be governed by and construed in accordance with English law and the Supplier and the Customer agree to submit to the exclusive jurisdiction of the English courts.
If any part of this Agreement is found by any court to be invalid, unlawful or unenforceable, then such part shall be severed from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by law, and each of the parties shall use its reasonable endeavours to replace any such severed provision with valid, lawful and enforceable substitute provision the effect of which is as close as possible to the intended effect of the severed provision.
20.1 Except as set out in Clause 20.2, below, the parties confirm that they do not intend to confer any rights on third parties by virtue of this Agreement and accordingly, the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement.
20.2 Any company which is a holding company of the Supplier (or a subsidiary of any such holding company) shall be entitled to bring a claim under and/or otherwise enforce the terms of this Agreement as if it were a party to it.
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, or authorise any party to make or enter into any commitments of or on behalf of any other party.
The Careway Safeguarding Policy and Procedure allows you to build on the requirements of the Quality Payments Scheme by helping you to create a Safeguarding Policy that reflects both your pharmacy’s beliefs and the legal obligations you have as healthcare professionals in safeguarding.
The mandatory Community Pharmacy Patient Questionnaire is now part of the Quality Payments Scheme. The Careway CPPQ Module enables you to concentrate on supporting customers, while we take the hassle out of your annual survey for you.
To find out more please speak to your dedicated AAH Account Manager.
More information coming soon
In this pack you will find the tools that will enable you to meet the requirements of the Summary Care Record Quality Criteria.
You can claim a Quality Payment by simply making sure that your pharmacy’s NHS111 Directory of Services entry is up to date at each review point. This simple ‘how to guide’ will help to ensure that your entry is up to date.
The Clinical Effectiveness Criteria provides an opportunity for you to deliver an excellent pharmacy experience to asthma patients in your community, so that they can live life to the fullest. The Careway Quality Payments Asthma Referral Pack will support you to identify patients with uncontrolled asthma who need further support.
Find out how to qualify for the Workforce criterion and claim your Quality Payment