SIGNATURE HEALTHCARE SERVICES LIMITED
SIGNATURE RX TERMS & CONDITIONS
FOR E-PRESCRIPTION SERVICES
AGREED TERMS
Your attention is particularly drawn to the provisions of clause 11(Limitation of liability).
1. ABOUT US
1.1 Company details. Signature Healthcare Services Limited (trading as SignatureRx) (company number 10279084) (we and us) is a company registered in England and Wales and our registered office is at Unit 9 Concord Business Centre, Concord Road, London, England, W3 0TJ. Our main trading address is Unit 9 Concord Business Centre, Concord Road, London, England, W3 0TJ. Our VAT number is 255252120. We operate the website www.signaturerx.co.uk.
1.2 Contacting us. To contact us, telephone our customer service team at 0333 355 5990 or email us at [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 16.2.
2. OUR CONTRACT WITH YOU
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of E-Prescription Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Registering on the Platform. In order to use our E-Prescription Services you will need to register on our website to enable you to have access to our secure, digital system for generating, signing and transmitting private prescriptions (Platform).
3.2 Placing your order. To use the service, follow onscreen prompts in the billing section to purchase tokens or arrange for the automatic loading of tokens. These tokens are used to buy the electronic prescription services submitted via the Platform (Prescriptions). You may only purchase tokens or sign Prescriptions using the method set out on the site. Each purchase of tokens or signing of Prescriptions is an offer by you to buy the Prescriptions (E-Prescription Services) subject to these Terms. Purchased tokens are always none refundable no matter how they are acquired.
3.3 Correcting input errors. Our process allows you to check and amend any errors before submitting your prescription to us. Please check the prescription carefully before submitting it. You are responsible for ensuring that your prescription is complete and accurate. If you discover any errors after the prescription has been submitted, our Platform does not allow for changes to be made and so the prescription will need to be voided and reissued. Voided prescriptions are not eligible for refund or credit.
3.4 Accepting your order. Our acceptance of your order takes place when we send you an e-signature/unique code and prescription ID (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those E-Prescription Services confirmed in the Order Confirmation.
4. OUR E-PRESCRIPTION SERVICES
4.1 Licence. We grant you a non-exclusive, non-transferable right and licence, to use the E-Prescription Services solely for your internal business operations.
4.2 Reasonable care and skill. We warrant to you that the E-Prescription Services will be provided using reasonable care and skill.
4.3 Time for performance. We aim to ensure continuous availability of the Platform; however, access may occasionally be interrupted for maintenance, updates, or unforeseen issues.
5. YOUR OBLIGATIONS
5.1 Our E-Prescription Services are to be used strictly for lawful medical and pharmaceutical purposes. You must not and must ensure that any individual authorised by you to use the Platform or who otherwise uses your log-in credentials to access the Platform (User) does not:
(a) use our E-Prescription Services for any illegal, misleading, or unethical purpose; or
(b) submit false or misleading information.
5.2 It is your responsibility to ensure:
(a) all Users:
(i) are at least 18 years old;
(ii) are duly authorised to use the Platform for clinical or business purposes; and
(iii) have read, understood and agree to these Terms;
(b) only registered and licensed healthcare professionals authorised to issue prescriptions (Prescribers) issue Prescriptions on our Platform within the scope of their legal authority;
(c) all Prescribers are appropriately qualified, registered and authorised;
(d) the terms of your order are complete and accurate;
(e) you cooperate with us in all matters relating to the E-Prescription Services;
(f) you are registering for our E-Prescription Services in good-faith and are legally allowed to prescribe within the UK throughout the term of this Contract;
(g) you provide us with such information and materials we may reasonably require in order to supply the E-Prescription Services, and ensure that such information is complete and accurate in all material respects;
(h) you obtain and maintain all necessary licences, permissions and consents which may be required for the E-Prescription Services before the date on which the E-Prescription Services are to start (including without limitation, proper fitness to practice and appropriate insurance policies);
(i) you comply with all applicable laws, including health and safety laws;
(j) (if you or your Prescriber are using third party software or APIs to generate prescriptions) that the set-up of the software ensures compliance with the regulations on advanced electronic signatures in The Human Medicine Regulation 2012;
(k) you maintain confidentiality of your login credentials and notify us immediately if you suspect unauthorised access;
(l) all Prescriptions are:
(i) issued in accordance with applicable UK laws and professional standards;
(ii) based on a legitimate clinical assessment; and
(iii) signed using the digital signature functionality provided by the Platform;
(m) all Prescribers are registered with the relevant professional body (e.g., GMC, GPhC, NMC);
(n) you maintain appropriate professional indemnity insurance;
(o) compliance with all data protection and clinical governance requirements;
(p) Prescribers verify the identity of all individuals for whom a Prescription is issued (Patient) and ensure the clinical appropriateness of all Prescriptions issued.
5.3 If our ability to perform the E-Prescription Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 or clause 5.2 (Your Default):
(a) we will be entitled to suspend performance of the E-Prescription Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the E-Prescription Services, in each case to the extent Your Default prevents or delays performance of the E-Prescription Services. In certain circumstances Your Default may entitle us to terminate the Contract under clause 14 (Termination);
(b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the E-Prescription Services; and
(c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
6. E-PRESCRIPTION SERVICES IN UK ONLY
6.1 Unfortunately, we are unable to perform the E-Prescription Services outside the UK.
6.2 You may place an order for the E-Prescription Services from an address outside the UK, but the order must be for fully compliant E-Prescription Services in relation to UK prescriptions.
7. CHARGES
7.1 In consideration of us providing the E-Prescription Services you must pay our charges (Charges) in accordance with this clause 7 and the terms of your order.
7.2 The Charges are the prices quoted on our site or communicated to you at the time you submit your order.
7.3 We take all reasonable care to ensure that the prices stated for the E-Prescription Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.6 for what happens if we discover an error in the price of the E-Prescription Services you ordered.
7.4 Our Charges may change from time to time, but changes will not affect any order you have already placed. We may at our sole discretion review any promotional Charges we have agreed with you if agreed minimum volumes are not being achieved. We will provide written notice to you in the event of a change in Charges. You can terminate the contract with 30 days’ notice if you do not agree to any change in our Charges.
7.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the E-Prescription Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
7.6 It is always possible that, despite our reasonable efforts, some of the E-Prescription Services on our site may be incorrectly priced. If the correct price for the E-Prescription Services is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will refund the difference. Should the price for the E-Prescription Services be lower than the price stated on the site, you agree to pay the difference as dictated on the correcting invoice you will be sent.
8. HOW TO PAY
8.1 Payment for the E-Prescription Services will be as specified in your order. All payments must be made as soon as possible and in any event within the time frames specified to you during the order process.
8.2 If you dispute any invoice or other statement of monies due, you shall immediately notify us in writing and in any event within 72 hours of the invoice or similar having been issued to you.
8.3 We may at our sole discretion require a direct debit from you or store your card details to secure payment.
8.4 Without prejudice to other remedies, failure to pay when due will incur interest at 8% per annum above the Bank of England base rate, and at 8% per day for any period when that base rate is below 0%.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights in the Platform and its content belong to us or our licensors.
9.2 Users are granted a limited, non-exclusive, non-transferable licence to use the Platform for legitimate professional purposes only.
9.3 Users must not copy, modify, reverse-engineer, or distribute any part of the Platform without our prior written consent.
10. HOW WE MAY USE YOUR PERSONAL INFORMATION
10.1 We will use any personal information you provide to us to:
(a) provide the E-Prescription Services; and
(b) process your payment for the E-Prescription Services.
10.2 We process data in compliance with the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.
10.3 Personal data shared via the Platform will be used only for legitimate healthcare and administrative purposes as set out in our Privacy Policy, the terms of which are incorporated into this Contract.
10.4 You must not export, share, or otherwise misuse patient or Prescription data obtained from the Platform.
11. LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 The Platform and all related E-Prescription Services are provided on an “as is” and “as available” basis. We do not warrant that the Platform will be uninterrupted, error-free, secure, or free from defects, viruses, or vulnerabilities.
11.2 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the E-Prescription Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
11.3 We do not verify or approve the clinical content of Prescriptions. We act as a digital facilitator between prescribers, clinics, and partner pharmacies.
11.4 We are unable to guarantee the acceptance of any E-Prescriptions at third party pharmacies, including the use of click and collect services or similar. It is at the sole discretion of that pharmacy to accept such prescriptions generated via the Platform.
11.5 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and E-Prescription Services Act 1982 (title and quiet possession).
11.6 Subject to clause 11.5, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any downtime, interruption, or temporary unavailability of the Platform;
(b) any technical errors, bugs, cyber incidents, or other security breaches beyond our reasonable control;
(c) any loss arising from your failure to comply with applicable prescription, clinical, or regulatory requirements;
(d) any clinical decisions or prescriptions made by Users;
(e) the Prescriptions being accepted at pharmacies;
(f) loss of profits, revenue or anticipated savings;
(g) loss of sales or business;
(h) loss of agreements or contracts;
(i) loss of use or corruption of software, data or information;
(j) loss of or damage to goodwill; and
(k) any indirect, incidental or consequential loss or damages or any kind.
11.7 Subject to clause 11.5, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed £5,000 or the total fees paid by you for use of the Platform in the 12 months preceding the claim, whichever is greater.
11.8 The terms implied by sections 3 and 5 of the Supply of Goods and E-Prescription Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.9 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
11.10 This clause 11 will survive termination of the Contract.
12. CONFIDENTIALITY
12.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers and the pricing, discounts and other commercial terms of the Contract, except as permitted by clause 12.2.
12.2 We each may disclose the other’s confidential information:
(a) to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 12; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
13. EXCLUSIVITY
13.1 During the Term, where the Client receives preferential or agreed pricing for use of the SignatureRx platform, the Client shall use SignatureRx exclusively as its electronic prescription generation and signing platform for all private prescriptions within the scope of the Services.
13.2 This obligation applies irrespective of whether SignatureRx is accessed:
(a) directly via the SignatureRx web application;
(b) via SignatureRx application programming interfaces (APIs); or
(c) (c) through any third-party platform or software integrated with SignatureRx.
13.3 Except as expressly permitted under this Agreement, the Client shall not, during the Term:
(a) engage, contract with, or route prescriptions to any alternative prescription platform, pharmacy, wholesaler, or fulfilment provider for services or medications subject to exclusivity under this Agreement; or
(b) design, structure, or operate its services in a manner intended to circumvent, undermine, or dilute the exclusivity obligations arising from preferential pricing.
13.4 The Client shall not generate, sign, or route prescriptions within scope through any alternative prescription signing platform without the prior written consent of Signature.
13.5 Notwithstanding the exclusivity provisions above, exclusivity shall not apply where, acting reasonably and in good faith:
(a) Signature Pharmacy is unable to supply a medication due to clinical, legal, regulatory, or stock availability reasons;
(b) use of an alternative supplier is strictly required to comply with applicable law, regulatory requirements, or professional or clinical guidance; or
(c) in exceptional and clinically justified circumstances, it is necessary to provide a prescription directly to a patient (or their nominated representative) to protect patient welfare or ensure continuity of care, and Signature Pharmacy is unable to fulfil the prescription within a clinically appropriate timeframe.
13.6 Any such use of an alternative provider shall:
(a) be limited strictly to what is necessary to address the specific patient need;
(b) be non-routine and last-resort in nature;
(c) not constitute a waiver of, or reduction in, the Client’s ongoing exclusivity obligations;
(d) be appropriately documented by the Client; and
(e) be notified to Signature in writing as soon as reasonably practicable where reliance is material or recurring.
13.7 Any breach of the exclusivity obligations set out in this Agreement shall constitute a material breach.
13.8 Without prejudice to any other rights or remedies available to it, Signature may:
(a) suspend the Services;
(b) withdraw any preferential pricing or discounts;
(c) re-invoice affected services or medications at standard list prices to recover any pricing advantage previously granted; and/or
(d) terminate this Agreement in accordance with its termination provisions.
14. TERMINATION, CONSEQUENCES OF TERMINATION AND SURVIVAL
14.1 Termination. Without limiting any of our other rights, we may suspend the performance of the E-Prescription Services, or terminate the Contract with immediate effect by giving written notice to you if:
(a) you commit a material breach of any term of the Contract;
(b) you fail to pay any amount due under the Contract on the due date for payment;
(c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 your assets or ceasing to carry on business;
(d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(e) your continued use of our Platform would pose any legal, regulatory or reputational risk to us; or
(f) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
14.2 Consequences of termination.
(a) On termination of the Contract all User access rights to the Platform will cease.
(b) Subject to clause 14.2(a), termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3 Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15. EVENTS OUTSIDE OUR CONTROL
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the E-Prescription Services with you after the Event Outside Our Control is over.
15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the E-Prescription Services up to the date of the occurrence of the Event Outside Our Control.
16. COMMUNICATIONS BETWEEN US
16.1 When we refer to “in writing” in these Terms, this includes email.
16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
(a) if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00am on the second working day after posting; or
(c) if sent by email, at 9.00am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17. GENERAL
17.1 Assignment and transfer
(a) We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
(b) You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. We amend these Terms from time to time. Every time you wish to make an order, please check these terms to ensure you understand the terms that apply at that time.
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by laws of England and Wales and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the courts of England and Wales.
Please see Signature Pharmacy Ts & Cs https://www.signaturepharmacy.co.uk/terms-conditions/
if you use us to dispense prescriptions.
18. CUSTOM DEVELOPMENT AND PROFESSIONAL SERVICES
18.1 Scope of Custom Development. Where SignatureRx agrees to provide bespoke development, configuration, integration, consultancy, or other professional services (Custom Development), such services shall be provided strictly in accordance with the written scope, specification, statement of work, or order form agreed between the parties (Order Form). SignatureRx shall have no obligation to deliver any work, functionality, feature, or outcome not expressly set out in the applicable Order Form.
18.2 Change Control and Additional Work. Any request by the Client for changes, enhancements, revisions, extensions, or additions to the agreed scope (Change Request) shall:
(a) be assessed by SignatureRx in its sole discretion;
(b) be subject to additional Charges unless expressly agreed otherwise in writing; and
(c) not commence until confirmed in writing by SignatureRx.
If SignatureRx reasonably determines that the Custom Development has been completed in accordance with the Order Form, any further changes or revisions requested by the Client shall constitute additional work and be chargeable at SignatureRx’s prevailing rates.
18.3 Delivery and Acceptance. Custom Development shall be deemed delivered and accepted when:
(a) the work has been made available to the Client;
(b) the Client uses the deliverables in a live, production, or operational environment; or
(c) SignatureRx notifies the Client in writing that the work is complete.
Unless otherwise stated in the Order Form, the Client shall notify SignatureRx in writing of any material defects within 10 Business Days of delivery. Failure to do so shall constitute acceptance.
18.4 Bugs, Defects and Remedial Work. Where a material bug or defect is identified in Custom Development that materially prevents it from operating in accordance with the agreed specification, SignatureRx shall use reasonable efforts to correct such bug or defect within a reasonable timeframe.
For the avoidance of doubt:
(a) SignatureRx does not warrant that Custom Development will be error free;
(b) bugs that do not materially impact functionality shall not constitute a failure of delivery; and
(c) SignatureRx shall not be liable for any losses, damages, or claims arising from bugs, defects, or errors in Custom Development.
18.5 Exclusions from Bug Fixing. Bug fixing obligations shall not apply where the issue arises from:
(a) misuse or improper use of the Platform or deliverables;
(b) third party software, APIs, hosting providers, or integrations;
(c) changes made by the Client or any third party without SignatureRx’s prior written consent;
(d) inaccurate, incomplete, or late information supplied by the Client; or
(e) changes in law, regulation, or third party technical requirements.
Any remediation work falling within the above shall be chargeable as additional work.
18.6 Client Responsibilities. The Client acknowledges that timely delivery of Custom Development is dependent on the Client:
(a) providing accurate and complete requirements, feedback, approvals, and information;
(b) responding promptly to requests from SignatureRx; and
(c) ensuring availability of relevant technical, clinical, or operational stakeholders.
SignatureRx shall not be responsible for delays or failures caused by the Client’s failure to meet these obligations.
18.7 Charges and Payment. Charges for Custom Development shall be as set out in the applicable Order Form or invoice. Unless otherwise agreed in writing:
(a) one off and recurring invoices shall be payable in accordance with clause 8;
(b) time and materials work shall be charged based on actual time spent; and
(c) SignatureRx may suspend work where payment is overdue.
All Charges for Custom Development are non refundable once work has commenced.
18.8 Intellectual Property. Unless otherwise agreed in writing:
(a) all intellectual property rights in any Custom Development, deliverables, code, documentation, configurations, or materials created by SignatureRx shall remain the property of SignatureRx;
(b) the Client is granted a non exclusive, non transferable licence to use the deliverables solely for its internal business purposes; and
(c) SignatureRx retains the right to reuse non client specific knowledge, techniques, components, and experience gained during the Custom Development.
18.9 Termination of Custom Development. If the Contract or any Custom Development is terminated for any reason:
(a) the Client shall pay SignatureRx for all work completed up to the termination date;
(b) SignatureRx shall have no obligation to complete or hand over partially completed work; and
(c) any prepaid amounts shall be non refundable.
18.10 Liability. Custom Development is subject to the limitation of liability set out in clause 11. For the avoidance of doubt, SignatureRx shall not be liable for:
(a) loss of profits, revenue, data, business, or anticipated savings arising from Custom Development;
(b) delays caused by Client dependencies or third parties; or
(c) any use of Custom Development in a clinical, operational, or commercial environment.
18.11 No Guarantee of Outcome. SignatureRx does not guarantee that Custom Development will:
(a) meet all Client expectations;
(b) integrate with all third party systems; or
(c) achieve any specific commercial, clinical, or operational outcome unless expressly stated in the Order Form.
