TERMS & CONDITIONS OF USE

This is a legal document which sets out your rights and obligations, and those of Clockwork Retail Limited in relation to your use of the Clockwork Pharmacy website (as defined below) and the services offered through that website.

As such it is important that you carefully read the terms appearing below in order to ensure that you understand them prior to your application for membership of the Clockwork Pharmacy website. By applying for membership you will be agreeing to enter into a contract with Clockwork Retail Limited pursuant to the terms appearing below.

The information provided on the website is not in any way an invitation or recommendation to buy any products or services featured and you should seek appropriate independent advice.

The Clockwork Pharmacy website fully complies with the Royal Pharmaceutical Society of Great Britain’s guidelines on internet pharmacies. These guidelines have been implemented to ensure that patient safety is maintained at all times.

The information contained on this website is not intended to be a substitute for professional medical advice. You should always read the labels before use and ask a doctor or pharmacist if you have any questions.

In addition, visitors to the Clockwork Pharmacy website who do not wish to apply for membership but who merely wish to browse the website also affirm that they are bound by the terms below (to the extent that they apply).

1                         Definitions and interpretation

1.1                  In these terms:

“Confirmation”               means an email or other communication to the Member sent by CRL confirming CRL’s receipt of the Registration Form, confirming the opening of the CRL Account and containing relevant details of the Services;

“Contract”                     means the contract for the provision of the Service and consisting of the Registration Form, the Confirmation, the CRL Privacy Policy and these Terms;

“CRL”                          means Clockwork Retail Limited (registered in England under number 04702895) whose registered office is 334-336 Goswell Road, London, EC1V 7RP, which can be contacted by clicking here;

“CRL Account”              means the account that CRL will set up on the Member’s behalf following receipt of a completed Registration Form, which will be accessed by the Member using an email address and password;

“CRL Privacy Policy”      means the on-line privacy policy that applies to the Website which can be found by clicking here;

“Discount Code”             means a code supplied by CRL to a Member which can be used by the Member to reduce the Sale Price in accordance with clause 8;

“Force Majeure”             means, in relation to either party, any cause affecting performance of these Terms arising from or attributable to acts, events, omissions or accidents beyond the reasonable contract of such party including, inter alia, acts of God, war, riot, strike, lock out or other labour dispute, fire, flood, storm (electrical or otherwise), drought, legislation, the inability to secure labour;

“Gift Certificate”             means a voucher that can be purchased by a Member and redeemed to purchase Products in accordance with clause 8;

“Material”                      means any text or other data uploaded or posted on the Website by a Member, including but not limited to reviews of Products;

“Medical Advice”            means a direct telephone consultation with a private doctor registered with the General Medical Council (“GMC”);

“Member”                      means a User who has completed a Registration Form for whom CRL has subsequently agreed to provide the Service in accordance with these Terms by sending to the Member a Confirmation;

“Products”                     means the goods offered for sale on the Website (including any instalment of the goods or any parts for them);

“Registration Form”        means the on-line form which is completed by the Member and submitted to CRL to open a CRL Account, which can be found by clicking here;

“ Sale Price”                    means the price payable for a Product or Medical Advice by the Member, as shown on the Website;

“Services”or “Service”      means the ability to purchase Products from the Website and/or obtain Medical Advice;

“Standard Delivery”        means Royal Mail First Class Recorded Delivery;

“Terms”                         means these terms and conditions;

“Transaction”                 means any sale of a Product to a Member achieved through the Website;

“User”                           means any person, firm or company visiting the Website;

“Website”                       means the website located at www.clockworkpharmacy.com, which is owned and operated by CRL.

1.2                  The headings in these Terms are for convenience only and shall not affect their interpretation.

1.3                  Where there are two or more parties to these Terms as Member their liability hereunder shall be joint and several.

1.4                  In these Terms and where the context so admits or requires the masculine gender shall include the feminine or neuter (and vice versa) and expressions in the singular shall include the plural.

2                         Opening a CRL Account

2.1                  A User may open a CRL Account by completing and submitting the Registration Form.

2.2                  The CRL Account shall not be opened unless and until the User has sent the Registration Form to CRL.

2.3                  A CRL Account shall be opened for a User at CRL’s sole discretion.

2.4                  Upon receipt of a Confirmation the User shall become a Member and shall have access to the Service.

3                         The Service

3.1                  CRL shall provide the Service to the Member (unless and until ter minated in accordance with clause 13 below) subject to these Terms.

3.2                  Where sums are payable to CRL under these Terms all such sums shall be paid in full before CRL shall be under any obligation to provide the Service and CRL shall be under no obligation to provide or perform the Service if and for so long as any sums remain owing and unpaid by the Member.

3.3                  No agent, employee or person engaged or employed by CRL has any authority to vary in any way these Terms save in writing signed by director.

3.4                  CRL may at its sole discretion:

3.4.1            modify these Terms at any time and the new terms will come into effect as soon as they appear on the Website and any subsequent provision of the Service to the Member and acceptance of the Service by the Member shall be subject to and governed by the new terms;

3.4.2            establish limits on the Service as a whole, including but not limited to limiting the type of Material uploaded and the maximum number of times and duration that the Service may be accessed by a Member in a given period of time;

3.4.3            correct any typographical or any other error or omission appearing on the Website relating to the provision of the Service without any liability to the Member;

3.4.4            remove, or refuse to display, any Material on the Website if CRL considers that the Material is not of a sufficiently high quality or that to display the Material would be in bad taste or would offend moral decency or the Member is otherwise in breach of any warranty in clause 10 below or CRL receives a complaint in respect of the Material and in such event CRL shall not be obliged to give the Member prior notice before removing or refusing to display the Material (nor shall CRL be obliged to investigate any complaint);

3.4.5            refuse to accept a User as a Member, and in such event CRL shall not be obliged to give the User prior notice before refusing to set up a CRL Account;

3.4.6            sub-contract any part of the Service to third parties who shall include but not be limited to delivery companies;

3.4.7            change and/or modify the format and the content of the Service and may temporarily suspend the Service for support and maintenance reasons at any time and without giving notice to the Member;

3.4.8            change, modify, withdraw, temporarily suspend or ter minate any of the Service for any reason at  any time without giving notice to the Member.

3.5                  CRL may with the Member’s consent, such consent not to be unreasonably withheld, assign the benefit and burden of its rights and obligations hereunder to any other entity.

3.6                  The Member hereby grants CRL a worldwide, royalty free, non-exclusive licence to reproduce, modify, adapt and publish Material on the Website solely for the purpose for which the Material was uploaded onto the Website.

3.7                  The licence referred to in clause 3.6 above shall continue to exist while the Material remains on the Website and shall be ter minated when the Material is removed or deleted from the Website.

3.8                  The Member acknowledges and agrees that the CRL Privacy Policy forms part of this Contract and that by agreeing to this Contract the Member gives their consent to CRL using and handling their personal data in accordance with the CRL Privacy Policy.

3.9                  The Member shall direct any complaint about the Service to info@clockworkpharmacy.com.  

4                         Ordering Products

4.1                  CRL must receive payment of the whole of the price for the Product that the Member orders, before that order can be accepted. Once payment has been received by CRL, CRL will notify the Member that the order has been received, by sending an email to the Member. However, a legally binding contract will only be brought into existence at the point CRL dispatches the order to the Member.

Prescription orders

4.2                   No order submitted by the Member shall be deemed to be accepted as a potential order by CRL unless and until the Member has complied with clauses 4.3 and 4.4 below, and the order has been confirmed by CRL by email. That email or subsequent emails may set out the quantity and description of the Product ordered and any special terms relating to the Contract. However, a legally binding contract will only be brought into existence at the point CRL dispatches the order to the Member.

4.3                  All prescription orders placed by the Member must be accompanied by a hard copy, original, valid UK prescription signed by a UK prescriber, together with the order number provided to the Member by CRL or allocated by the Website at the time of placing the order. The Member acknowledges that any failure to do so may impact on CRL’s ability to dispatch the order.

4.4                  No prescription orders shall be processed or dispatched until the Member sends the valid UK prescription in hard copy to CRL, at Clockwork Pharmacy (Prescription orders), 398-400 Mare Street, London, E8 1HP, and such has been received by CRL’s pharmacy team.

4.5                  When a prescription order is placed by a Member and CRL is not in receipt of a hard copy, original, valid UK prescription within 5 working days of the date that the order is received by CRL, CRL reserves the right to charge to the Member an administration fee of £5.

4.6                  Under English law CRL can only, and shall only, dispense prescriptions written by practitioners registered in the UK.

4.7                  CRL shall not be liable if an incorrect Product is supplied, including but not limited to such being due to illegible handwriting on a prescription.

4.8                  The Member agrees that any prescribed Products shall be for the exclusive and sole use of the person named on the prescription, and that the Member shall not allow any other person to have access to those prescribed Products.

Non-prescription orders

4.9                  No order submitted by the Member shall be deemed to be accepted as a potential order by CRL unless and until confirmed by CRL by email. That email or subsequent emails may set out the quantity and description of the Product ordered and any special terms relating to the Contract. However, a legally binding contract will only be brought into existence at the point CRL dispatches the order to the Member.

4.10              When placing an order for pharmacy medicines, the Member may be presented with a few short questions for each medicinal Product that requires the pharmacist’s supervision before being dispensed. The Member shall answer those questions truthfully and accurately before the order is accepted by CRL.

4.11              CRL may ask the Member the same questions in respect of each Product added to the shopping basket.

4.12              A CRL pharmacist shall review the answers given to such questions before any Products are dispatched, to ensure that the medicine is suitable for the end user.

4.13              In the event that CRL is unsure as to the suitability of any order for a Member, CRL may contact the Member to require the Member to amend or abandon the order.

4.14              CRL reserves the right to ask further questions, refuse medication or withhold orders until they are completely satisfied that medicinal Products are not being ordered excessively, or that Products are not being misused by patients.

5                         Delivery of Products

5.1                  All Products sold shall be delivered, where possible, in generic cardboard boxes or jiffy bags to ensure confidentiality for CRL’s customers.

5.2                  All orders shall be signed for by the Member upon delivery. CRL shall not be liable in the event that a third party signs for a Product on delivery, yet fails for whatever reason to deliver that Product to the Member.

5.3                  CRL shall not be liable for the Member failing to collect a Product that is waiting for collection from a Post Office.

5.4                  Delivery charges within the UK shall be subject to a maximum charge of £2.95 if the Standard Delivery option is chosen, subject to a maximum weight limit of 2kg.

5.5                  Any order that exceeds 2kg in weight may be subject to an additional delivery charge. The Member will be informed by CRL of any additional delivery charge that may be applicable in advance of the order being processed.

5.6                  UK mainland NHS prescription orders shall be dispatched by Standard Delivery without a delivery charge (unless another delivery option is chosen for which there may be a delivery charge).

5.7                  All other orders to UK mainland destinations with a total Sale Price of £29 or more shall be dispatched by Standard Delivery without a delivery charge (unless another delivery option is chosen for which there may be a delivery charge). This offer may be varied by CRL at any time.

5.8                  Delivery to European destinations shall be charged at £6.99 on orders of all sizes, and delivery time is aimed to be between 3-6 working days.

5.9                  Delivery to US destinations shall be charged at £14.99 on orders of all sizes, and delivery time is aimed to be between 5-10 working days. VAT will be deducted from all orders where applicable. Due to Food and Drug Administration (“FDA”) regulations and US Customs, CRL cannot guarantee the supply of any medicines to the US or Canada.

5.10              Delivery times may vary depending on the type of Product ordered. CRL endeavours to dispatch all orders within 2 working days of the receipt by CRL of that order (subject to availability), but delays may occur. The highest Priority products are medicinal and pharmacy line Products. The Products most likely to be delayed are electrical, fragrance and beauty Products. Any such delay is unlikely to exceed 48 hours. In the event that a delay is likely to exceed this period CRL shall contact you to inform you of any additional delays. 95% of orders are delivered between 1-3 working days. 

5.11              In the event that a Member needs medical Products to be dispatched urgently, they can contact CRL at info@clockworkpharmacy.com or on 0845-680-6845 to discuss their requirements.

5.12              CRL will endeavour to send to the Member a confirmatory email once their order has been dispatched.

5.13              In the event that CRL sends an email to the Member confirming that an order has been dispatched and either delivery of that order has not been made, or attempted to be made, within 7 days of that email, then the Member should contact CRL at info@clockworkpharmacy.com or on 0845-680-6845.

5.14              On delivery of any order, the Member shall check the Products delivered. If an Product is missing then the Member shall contact CRL at info@clockworkpharmacy.com with their order number, Product number and name of the Product missing within 24 hours of delivery. If it appears from CRL’s records that the Product was not dispatched, then CRL shall send the missing Product with no further delivery charge being applied.

5.15              On delivery of any order, the Member shall check the Product delivered. If a Product has been included that was not ordered by the Member, then the Member shall inform CRL at info@clockworkpharmacy.com, supplying the Member’s order number, and the Product number of the Product received in error. If it appears from CRL’s records that the Product was dispatched in error, CRL shall supply to the Member a returns authorization code and a pre-paid postage authorization for the Member to use to return the Product.

5.16              The Member shall send any returned Product to: Clockwork Pharmacy (Returns), 398-400 Mare Street, London, E8 1HP.

5.17              The Member shall send any returned Product in its original packaging, using bubble wrap or loose-fill where necessary to protect the Product. The Member shall include with the Product the applicable return authorization code issued by CRL, the date of the order, the Member’s name, address and the order number.

5.18               If one or more Products from an order consisting of multiple Products is out of stock, CRL shall be entitled to delay dispatch of that order until all Products are available. If the Member would prefer to have the Products ordered dispatched separately, the Member should notify CRL by stating this in the comment box on the checkout screen, and CRL may at its sole discretion dispatch the Products in multiple deliveries at no extra cost.  

5.19              Members shall have access to CRL’s order tracking facility.

6                         Returns and refunds policy

6.1                  The Member may return any damaged or incorrect Products within 30 days of receipt. On receipt of any returned Products, CRL shall refund the cost of that Product to the Member, less any sum applicable linked to damage sustained to the Product. Delivery charges shall not be refunded.

6.2                  A refund will not be given in cases where the Product has been opened, or lost, delayed or damaged because the customer provided an inaccurate delivery address. 

6.3                  The Member shall contact CRL at info@clockworkpharmacy.com or on 0845-680-6845 to inform CRL of the Member’s wish to return a Product, before doing so.

6.4                  A legally binding contract for the supply of goods between the Member and CRL will only be brought into existence at the point CRL dispatches the order to the Member. In the event that CRL decides in its sole discretion not to process an order for whatever reason, prior to the point of dispatch, the Member shall be entitled to a full refund of the Sale Price paid, or the reinstatement of any Gift Certificate used.

7                         Ordering Medical Advice

7.1                   No order for Medical Advice submitted by the Member shall be deemed to be accepted as a potential order by CRL unless and until confirmed by CRL by email, which will set out and confirm the details supplied by the Member, together with any special terms relating to the Contract.

7.2                  All orders for Medical Advice placed by the Member must be accompanied by details of the Member’s preferred contact dates and times for the telephone consultation to take place. The Member acknowledges that any failure to do so may impact on CRL’s ability to arrange the Medical Advice.

7.3                   When placing an order for Medical Advice, the Member shall be presented with a short questionnaire in the secure account area, which the Member must complete and submit to CRL. The Member shall answer those questions truthfully and accurately, and will provide all reasonable information that could be potentially relevant.

7.4                   This questionnaire will then be sent directly to the doctor giving the Medical Advice, who upon reviewing the information will contact the Member as close as possible to the date and/or time requested by the Member at the time of placing the order.

7.5                  In arranging the Medical Advice for the Member, CRL is providing an introduction service only, and therefore CRL shall neither be liable for actions taken by the Member as a result of the advice given, nor for the advice supplied during the telephone consultation, including but not limited to such being due to incorrect or false answers being given by the Member on the questionnaire.

7.6                  The Member acknowledges that CRL advises the Member to keep the Member’s own General Practitioner informed of any treatment advised or prescribed as a result of the Member obtaining the Medical Advice.

8                         Payment and availability

8.1                  Subject to any special terms agreed in writing between CRL and the Member, the Member shall pay the Sale Price for any Product or Medical Advice ordered.

8.2                  Subject to any special terms agreed in writing between CRL and the Member, the Member shall pay the Sale Price by:

8.2.1            entering their credit or debit card details in CRL’s secure payment page and submitting their order; or

8.2.2            telephoning a CRL customer service representative and providing their credit or debit card details; or

8.2.3            by redeeming a valid Gift Certificate.

8.3                  Sale Prices are payable in the currencies indicated on the Website (in the absence of any indication the currency shall be pounds sterling) and shall, where applicable, be inclusive of any Value Added Tax (if applicable) at the applicable rate from time to time.

8.4                  VAT shall not be payable on prescription Products.

8.5                  CRL may from time to time, and at its sole discretion, apply Discount Codes to Sale Prices; only one such Discount Code shall be applied at any given time.

8.6                  CRL shall be entitled to vary the Sale Price from time to time by posting details of the proposed changes on the Website or by emailing the Member.

8.7                  Where orders are paid by debit or credit cards, prescription drugs shall only be delivered by CRL to the billing address where that card is registered (such address not being a PO BOX address).

8.8                  Any sale of Products from the Website shall be subject to availability.

8.9                  Gift Certificates, once ordered, shall be supplied to the Member by email.

8.10              On ordering a Gift Certificate, the Member shall notify CRL of the name of the one person that shall be entitled to redeem that Gift Certificate.

8.11              Once purchased, Gift Certificates cannot be returned and no refunds shall be given under any circumstances.

8.12              Once a Gift Certificate has been redeemed CRL shall be entitled to assume that it has been redeemed by the recipient it was intended for. CRL shall not be liable if a third party obtains and redeems a Gift Certificate.

8.13              Each Gift Certificate purchased shall only be used once on the Website.

8.14              Gift Certificates shall be non-transferable. Only the person named on the Gift Certificate (the name supplied by the Member at the time of ordering the Gift Certificate) shall be entitled to redeem it.

8.15              Gift Certificates shall not be used to buy other Gift Certificates.

8.16              If an order exceeds the amount of the Gift Certificate then the Member placing the order shall have to pay the additional amount.

8.17              If an order is less in value than the value of the Gift Certificate, no change will be given by CRL and the difference in value will be lost.

8.18              Discount Codes shall be non-transferable from Member to Member, or from Member to a third party.

8.19              Each Discount Code shall only be used once on the Website by the Member to whom it is issued.

8.20              Discount Codes shall only be valid for the promotional period for which they have been set; Discount Codes shall not be redeemable after that period has expired under any circumstances.

9                         Intellectual property rights

9.1                  The Member acknowledges and agrees that the Service and associated software used in connection with the Service contains proprietary and confidential information that is protected by intellectual property rights and the Member agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the software used in connection with the Service.

9.2                  The Member acknowledges and agrees that the Clockwork Pharmacy logo at Annex 1 is a registered trade mark of CRL. Other product and company names mentioned on the Website may be the trademarks or registered trademarks of third parties.

9.3                  The Member acknowledges and agrees that copyright in the literary, artistic and typographical content of the Website, belongs to CRL or the providers of such information. None of this content may be reproduced or redistributed without the written permission of the author of the copyright work in question.

10                     Warranties and liability: the Member

The Member warrants that:

10.1              the Material is not and shall not be unlawful, harmful, threatening, abusive, harassing, defamatory, libellous, obscene, pornographic, blasphemous, invasive of another's privacy, hateful, racist, objectionable or which depicts or describes any cri minal act;

10.2              the Material does not and shall not infringe any patent, trade mark, trade secret, copyright, moral rights, rights of privacy or publicity or other proprietary rights of any party and has not been created within the scope of any employment or other contractual duties;

10.3              the Material does not and shall not contain viruses or other computer code designed to damage, interrupt the operation and functionality of computer software or hardware, including telecommunications equipment or which interferes with or disrupts the operation of the Services, or CRL’s servers or networks;

10.4              the Member shall not use the Services to harm other persons (including minors) or cause harm to be done to other persons, copy, distribute, alter or tamper with any Material in any way, conduct any financial or commercial transaction other than those with CRL, remove, alter or tamper with any copyright, trademark or any other intellectual property notices appearing on the Website or in any way generally misuse the Services;

10.5              the Member is not under the age of 18 years;

10.6              the Member is free to enter into this Contract and grant to CRL the rights granted in it and the Member is not under any disability restriction or prohibition which might prevent the Member from performing or observing any of the Member’s obligations under this Contract;

10.7              the Member is the sole absolute unencumbered legal and beneficial owner of all rights granted to CRL and shall be the sole “author” of the Material as defined by the Copyright, Designs and Patents Act 1988;

10.8              the Member shall not without the prior written consent of CRL incur any expenditure or costs on behalf of CRL;

10.9              the Member is and shall remain a ‘qualifying person’ within the meaning of the Copyright Designs and Patents Act 1988 Section 154 and any equivalent legislation in all jurisdictions throughout the world;

10.10          the Member shall at all times throughout the term of the Contract use reasonable endeavours to keep their password secure and confidential and to keep CRL informed of their current email address and any other relevant personal data;

10.11          the Member shall change their password immediately and notify CRL if they suspect that a third party has knowledge of that password;

10.12          the Member shall be responsible at all times for all orders submitted using their CRL Account;

10.13          the Member shall be liable at all times for any damage that is caused to Products from the point of delivery to the Member to the receipt of that Product by CRL if returned in accordance with clause 6;

10.14          the Member has read and fully understood all of the provisions of these Terms;

10.15          the Member shall not seek to assign, novate or otherwise dispose of these Terms or any part thereof without the previous consent in writing of CRL, such consent not to be unreasonably withheld; and

10.16          any information supplied to CRL is and shall continue to be accurate, current, complete and true.

11                     Warranties and liability: CRL

11.1              CRL warrants to the Member that the Service will be provided using reasonable care and, as far as reasonably possible, in accordance with the terms of the Contract.

11.2              Subject to clause 11.1 above, CRL provides the Service and the contents of the Website on an “as is” basis and makes no representations or warranties of any kind, express or implied, with respect to the Service and/or the Website or its operation, contents, products or services or in respect of any goods and or services supplied by third parties whose details (including web-site addresses) are found on the Website, save in so far as any such may be required by or implied by operation of the laws in effect in the jurisdiction in which the delivery address is located.

11.3              CRL does not warrant that the Service will be timely, uninterrupted or error-free or free of bugs, viruses, errors or any other problems that could cause system failures, or that the Service will reach the intended recipient (including the receipt of messages sent via the internal messaging facility) or that messages sent by CRL shall be received by the Member.

11.4              CRL is not liable to the Member if any hardware or software used in conjunction with the Service malfunctions, fails or is otherwise unable to communicate with other systems or internet users (including where computer viruses have caused such failures) such that the use of the Service and/or the Website is hindered or impeded.

11.5              CRL does not warrant that pictures of Products on the Website are completely accurate; given technical limitations, there may be slight variations in colour and texture between the pictures on the Website and the Products delivered.

11.6              CRL does not warrant that any descriptions of Products as shown on the Website are completely accurate or constitute medical advice. Any such descriptions are merely impartial and factual, being based on descriptions derived from the manufacturer literature, product leaflets, medicines compendium, the British National Formulary, and the Consumer Drug Guide to Over-The-Counter Medicines. Such information is for informational purposes only.

11.7               CRL does not warrant that any recommended retail price (“RRP”) displayed on the Website is completely accurate; the RRP displayed reflects general high street prices from surveys conducted by CRL on an ad hoc basis from time to time, but are not reflective of an average market RRP. 

11.8              CRL has no control over or responsibility for the truth or accuracy of any Material submitted by other Members to the Website and nor does CRL endorse or have any responsibility for any third party websites that are linked from the Website, in which case the Member accesses such other websites entirely at its own risk.

11.9              CRL shall have no liability to the Member for any loss, damage, costs, expenses or other claims for compensation arising from any Material supplied by Members which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form.

11.10          Except in respect of death or personal injury caused by CRL’s negligence, or as expressly provided in these Terms or as may exist by operation of Statute or may exist by operation of the laws of any jurisdiction in which the delivery address is located, CRL shall not be liable to the Member by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of CRL, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or its use by the Member, and in the event that any exclusion contained herein shall be held to be invalid for any reason, CRL’s aggregate liability to the Member for any occurrence or series of occurrences of loss, damage, costs, expenses or other claims whatsoever or howsoever caused arising directly or indirectly in connection with this Contract shall be limited to the sum of any Sale Price paid by the Member as at the relevant date (and for the avoidance of doubt where no Sale Price has been paid then such sum shall be nil). This clause shall survive ter mination of the Contract, however arising.

12                     Indemnity

The Member shall indemnify CRL and keep CRL at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this provision legal costs of CRL on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Member of any of the Member’s undertakings warranties or obligations under these Terms. This clause shall survive ter mination of the Contract, however arising.

13                     Ter mination

13.1              CRL shall have the right to ter minate the Contract and the provision of the Services without cause at any time, immediately, by providing notice in writing or by email to the Member.

13.2              The Member shall have the right to ter minate the Contract and close its CRL Account without cause at any time, immediately, by providing notice in writing or by email (to info@clockworkpharmacy.com) to CRL.

13.3              Ter mination shall not affect or prejudice the accrued rights of the parties as at ter mination (including but not limited to any sums owing to CRL by the Member), or the continuation after ter mination of any provision expressly stated to survive or implicitly surviving ter mination.

14                     No set-off

The Member hereby waives all and any future claims and rights of set off against any payment due hereunder and agrees to pay such sums due regardless of any equity, set-off or cross-claim on the part of the Member against CRL.

15                     Waiver
No waiver, forbearance indulgence or relaxation on the part of CRL shown or granted to the Member in respect of any of the provisions of these Terms shall in any way affect diminish restrict or prejudice the rights or powers of CRL under these Terms or operate as or be deemed to be a waiver or any breach by the Member of the terms and conditions of these Terms.

16                     Concurrent remedies

No right or remedy herein conferred upon or reserved to CRL is exclusive of any other right or remedy herein or by law or equity provided or permitted but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing and may be enforced concurrently therewith or from time to time.

17                     Notices
Any notice hereunder shall be in writing and may be served by sending it by pre-paid first class letter post or delivery if (in the case of a limited company) to the address stated herein, and in any other case, to the last known address of the addressee. In proving service of any notice it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Service shall be deemed to be effective at noon of the second business day following the day of posting and any notice delivered to an address by hand shall be deemed to be effective from the date of such delivery.

18                     Entire agreement

These Terms (together with the terms set out in the Registration Form or the Confirmation or the CRL Privacy Policy) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.  All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

19                     Distance Selling Regulations

Under the Distance Selling Regulations, a Member has the right to cancel the Contract without cause during a 7-day cooling-off period.

20                     Invalidity
If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

21           
Force majeure

If either party shall be prevented or delayed from performing their obligations (excluding the payment terms) by an event of Force Majeure then such party shall be excused from performing their obligations for so long as such cause or prevention shall continue.

22                     Contracts (Rights of Third Parties) Act 1999

A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

23                     Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the courts of England in respect of any dispute in connection with the Contract. 

ANNEX 1

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