"Agreement": the contract between the Company and the Client for the supply of the Service in accordance with these T&Cs.
"Client": the person or organisation who purchases the Service or Vouchers from the Company.
"Clinic": a temporary clinic to be run by a Pharmacist and Support onsite at the Client’s premises for the purposes of administering Vaccinations to the Client’s Representatives. “Commencement Date”: the date calculated in accordance with clause 2.2.
"Company": Bestway National Chemists Limited trading as Well (company number 09225457) with registered office at Merchants Warehouse, Castle Street, Manchester, M3 4LZ.
"Consent Forms": forms to be completed and signed by all representatives requiring the Service, blank copies of which shall be supplied to the Client by the Company in advance of the Service Date.
"Order Form": is defined in clause 2.1.
"Pharmacist": the professional registrant who administers the Vaccinations.
"Pharmacy": one of the Company’s registered premises that the Service is provided from.
"Quota": the total number of Vouchers and (as part of the Service) Vaccinations purchased by the Client
"Rate Card": the fees published by the Company from time to time, a copy of which has been provided to the Client "Representative": an employee or contractor of the Client who the Client has decided to provide with a Voucher or arrange the Service for.
"Service": the provision by the Company of a Clinic and administration of Vaccinations at that Clinic, in accordance with these T&Cs.
"Service Date": the date on which the Service is to be provided, ascertained in accordance with clause 5.1.
"Support": trained colleague provided by the Company to support the Pharmacist with administrative duties and welfare checks provided to the Representative post Service provision.
"T&Cs": these terms and conditions as amended from time to time in accordance with clause 13.
"Vaccination(s)": a flu vaccination administered by the Pharmacist.
"Voucher": a pre-paid coupon purchased by the Client that can be exchanged by the Representative in exchange for a free Service.
"Working Day": every week day apart from Saturday, Sunday or statutory holidays.
2.1 When the Client wishes to purchase the Service or Vouchers from the Company it will complete and supply an order form provided to it by the Company (Order Form). The completed Order Form constitutes an offer by the Client to purchase the Service or Vouchers in accordance with these T&Cs.
2.2 The order shall only be deemed to be accepted when the Company issues written acceptance of the order at which point, and on which date the Agreement shall come into existence (Commencement Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by the Company, and any descriptions or illustrations contained in the Company’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Service described in them. They shall not form part of the Agreement or have any contractual force. The Company may make reasonable variations to the Service without notice, and the Service so varied shall be accepted as complying with the Agreement.
2.4 These T&Cs apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and the Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2.5 Any quotation given by the Company shall not constitute an offer and is only valid for a period of 20 Working Days from its date of issue.
3.1 In addition to the Order Form the Client will provide an account mandate and provide any other information requested by the Company.
3.2 The Company may undertake a credit check prior to provision of the Service or supply of Vouchers.
3.3 All Client orders are subject to (in the case of Vouchers) a minimum of 10 Vouchers.
3.4 Representatives aged 65 years and over will require a different vaccine. When placing an order, the Client must make clear the number of Representative aged 65 years and over.
3.5 The Client must inform the Company within 3 Working Days of any amendments/corrections needed to any order. The Company makes no guarantee that amendments/corrections can be accommodated once an order has been accepted by the Company.
3.6 Both the Client and Company will provide a key contact for arranging the provision of the Service/Vouchers.
3.7 Once a Client order is accepted a reference number will be provided by the Company and must be used by the Client on all future correspondence relating to that booking.
4.1 Vaccinations are available to Representatives aged 16 and over, subject to eligibility and Pharmacist consultation. The Pharmacist will assess suitability.
4.2 Representatives aged 65 years and over, in target NHS groups will fall within NHS eligibility for a free flu vaccination at the Pharmacy/GP. An NHS flu vaccine cannot be provided by the Pharmacist on the Clients premises, due to NHS Terms and Conditions.
4.3 No Representative can receive a Vaccination until they sign a Consent Form.
4.4 The Pharmacist shall assess the suitability of Representatives to receive the Service and their decision as to whether a Representative is suitable shall be final.
4.5 No refund of fees (whether in respect of Vouchers or the Service) shall be made if on attendance by the relevant Representative to receive their Vaccination the pharmacist determines that the Representative is not eligible for receipt of the Vaccination.
5.1 As soon as practicable following the Commencement Date the Company shall confirm a Service Date. Confirmation of the Service Date may take 5-7 working days so that the Pharmacist and Support cover can be secured. The Client shall use all reasonable endeavours to accommodate the Service Date suggested by the Company for performance of the Service (if applicable) but if this is not possible the parties shall discuss in good faith alternate dates for the Service Date.
5.2 The Client will:
5.2.1 be responsible for managing diaries and making appointments for Representatives who require the use of the Service;
5.2.2 make a room available on the Service Date for use for the Clinic. This must be a room with two chairs, small table, access to a phone (if mobile reception is poor), power sockets, curtains or blinds on windows for privacy, bin for waste paper and a waiting area with chairs outside;
5.2.3 provide the Company with appropriate arrangements for parking and access to the Clinic; and
5.2.4 co-operate with the Company in all matters relating to the provision of the Service.
5.3 If the Company’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
5.3.1 without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Service until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; and
5.3.2 the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations under the Agreement as a result of the Client Default.
5.4 The Company will:
5.4.1 provide the Client with Consent Forms in advance. These should be distributed, printed, completed and brought by the Representative to the Clinic; and
5.4.2 provide the Client with contact details for the Pharmacist and Support delivering the Service.
5.5 Clinic lengths will vary based on the number of vaccinations required. Please refer to the table below.
|Number of hours||Max number of vaccinations|
*with 30 min break for the pharmacist.
6.1 The Company will deliver the Vouchers to the requested delivery address as specified on the Order Form.
6.2 The Client must notify the Company within 3 working days of receipt of the Vouchers any discrepancies in the Vouchers supplied.
6.3 The Client will be responsible for distribution of any Vouchers to its Representatives.
6.4 It is the responsibility of the Representatives to check the opening times for their chosen Pharmacy before travelling to present a Voucher for redemption. Provision of the Service is subject to Pharmacy opening times and Pharmacist and stock availability.
6.5 Vouchers can only be redeemed at Well Pharmacy (store locator available at finder.well.co.uk/).
6.6 The original Voucher must be presented. Scanned and copied versions are not acceptable.
6.7 The Company will provide the Client with Consent Forms. These should be distributed to relevant Representatives, printed, completed and brought by the Representative to the Pharmacy on the day of their appointment to receive the Service.
6.8 Vouchers are valid until 31st March 2021.
7.1 The table below sets out the fees applicable to the Service and the Vouchers. The fees payable by the Client for the provision of the Service are comprised of the Clinic fee (dependent on the number of hours for which the clinic is to run; see clause 5.5) and the cost of the vaccinations, with a discount where 80 or more vouchers are ordered. The cost of Vouchers are also discounted where 80 or more are ordered.
|Number of hours||Price|
|Order quantity||Price (each)|
7.2 The Service is exempt from VAT and therefore VAT cannot be claimed on a Voucher/Service.
8.1 The Company shall be entitled to invoice for the Service and/or Vouchers at any time following acceptance of an order by the Company.
8.2 Except where otherwise agreed in writing all fees for the provision of the Service and or Vouchers shall be due and payable by the Client within 30 days of invoice.
8.3 The Client shall quote the reference number provided pursuant to clause 3.7 on all payments made to the Company in order to facilitate accurate account reconciliation.
8.4 If the Client fails to make a payment due to the Company under the Agreement by the due date, then, without limiting the Company's alternate remedies, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
8.5 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9.1 All correspondence to the Company (save for notices, which shall be subject to the provisions of clause 17.8) will be sent to the shared mailbox email@example.com. No personal mailbox shall be used. The subject header of any email must contain the reference number supplied pursuant to clause 3.7.
9.2 For any urgent matters (impacting within the next 5 working days) the subject header must read: “URGENT – [Flu clinic/ vouchers] [Customer reference number] [Name of client]” and follow up by calling 0161 259 9135 or 0161 259 9136.
10.1 The Client can make increase the number of Vaccinations required as part of the Service by giving the Company up to 5 days prior to the date of the Clinic provided that all additional fees in connection with the increase shall be immediately payable on making such amendment.
10.2 If the Representative fails to attend the Clinic charges will be made as per the fees listed in clause 7.
10.3 A Voucher is not transferable to another Client.
10.4 Once purchased a Voucher is not refundable.
10.5 A Voucher cannot be redeemed for cash and has no cash value.
10.6 The Company cannot replace a lost, stolen or damaged voucher.
11.1 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach (including but not limited to failure to make a payment on the date it is due) of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 10 Working Days of that party being notified in writing to do so;
11.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
11.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
11.1.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
11.2 Without affecting any other right or remedy available to it, the Company may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Agreement on the due date for payment.
11.3 Without affecting any other right or remedy available to it, the Company may suspend the supply of the Service under the Agreement or any other contract between the Client and the Company if the Client fails to pay any amount due under the Agreement on the due date for payment, the Client becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.4, or the Company reasonably believes that the Client is about to become subject to any of them.
11.4 On termination of the Agreement the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Service or Vouchers supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
11.5 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
12.1 Each party warrants and represents that, as at the date of this Agreement, it has full capacity and authority to enter into this Agreement.
12.2 If requested, the Company may help the Client to choose the provision of the Service, but the Company does not provide any warranties that such Service will be fit for the Client's purpose and assessment and selection of the Service remains the Client's sole responsibility.
12.3 No statement, description, information, condition or recommendation contained in any Company catalogue, Rate Card, website, advertisement or communication or made verbally by representatives of the Company shall be construed to vary in any way any of the terms of this Agreement. All other warranties (express or implied) are hereby excluded to maximum extent permitted by applicable law.
13.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
13.1.1 death or personal injury caused by negligence;
13.1.2 fraud or fraudulent misrepresentation; and
13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
13.2 Subject to clause 13.1, the Companies total liability to the Client shall not exceed the amount of fees paid to the Company by the Client pursuant to the Order Form to which the alleged liability relates. The Company’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.
13.3 The following types of loss are wholly excluded:
13.3.1 Loss of profits
13.3.2 Loss of sales or business
13.3.3 Loss of agreements or contracts
13.3.4 Loss of anticipated savings
13.3.5 Loss of use or corruption of software, data or information
13.3.6 Loss of or damage to goodwill
13.3.7 Indirect or consequential loss.
14.1 The Company reserves the right to vary these T&Cs without prior notice. When changes are made the Company will post them on its website (www.well.co.uk). No variation sought to be made by the Client shall be valid and binding unless it is made in writing and signed by authorised representatives of both parties.
15.1 If you have any feedback about the Service please notify firstname.lastname@example.org If you need to escalate this further please contact email@example.com
15.2 The Agreement shall be governed by English Law. Any dispute under this Agreement shall be submitted to the exclusive jurisdiction of English courts.
16.1 By entering into the Agreement with Bestway National Chemists Limited, you are agreeing to receive general contact from the Company. This includes information such as your booking confirmations and contact relating to the Service. This does not include unrelated promotions or marketing.
16.2 The Company's privacy statement at www.well.co.uk/about-us/policies/privacy will apply.
16.3 Due to patient confidentiality we are unable to provide specific details about the Representatives to whom we provide Vaccinations. On request we will provide the total number of Representatives to whom we provide Vaccinations, if more than 20 Vouchers or (as part of the Services) 20 Vaccinations are purchased.
16.4 The Pharmacist will need to make a clinical record which will be retained within the Pharmacy.
17.1 Force majeure: The Company shall be entitled to delay or cancel the Service or to reduce the amount of Vaccinations delivered as part of the Service delivered if it is prevented from or hindered in or delayed in the provision of the Service through any circumstances beyond its reasonable control including strike, lock-out, accident, war, government action, national emergency, act of terrorism, protest, riot, civil commotion, explosion, flood, epidemic, fire, batch failure of vaccine or shortage of vaccine in the market.
17.2 Assignment: The Company may assign or sub-contract its obligations or rights under this Agreement to a competent third party in whole or in part to deliver the Service. The Client may not assign or otherwise transfer its rights and obligations under this Agreement to a third party.
17.3 Intellectual Property Rights: All intellectual property rights in or arising out of or in connection with the Service (other than intellectual property rights in any materials provided by the Client) shall be owned by the Company.
17.4 Confidentiality: Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, save that each party may disclose the other party's confidential information:
17.4.1 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.4; and
17.4.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.5 Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.
17.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
17.7 Severance. If any provision or part-provision of the Contract 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 the Contract.
17.8 Notices: Any notice given to a party under or in connection with the Agreement shall be in writing and shall be 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) and any notice shall be deemed to have been received:
17.8.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
17.8.2 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 at the time recorded by the delivery service.
but this clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
17.9 Third party rights: Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.