Terms & Conditions

SIGNATURE HEALTHCARE SERVICES LIMITED

SIGNATURE PHARMACY TERMS & CONDITIONS
FOR MEDICATION SUPPLY AND DELIVERY

AGREED TERMS

1. ABOUT US

1.1 Company details. Signature Healthcare Services Limited (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 https://signaturepharmacy.co.uk.

1.2 Contacting us. To contact us telephone our customer service team at 0333 355 5990 or email [email protected]. How to give us formal notice of any matter under the Contract is set out in clause 19.2.

2. OUR CONTRACT WITH YOU

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you and/or your patients (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between 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 Placing your order. To place an order you will send us a prescription via SignatureRx, by email or by post. Each order is an offer by you to buy the goods specified in the order (Medication) subject to these Terms.

3.2 Correcting input errors. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Accepting your order. Our acceptance of your order takes place when we dispatch the Medication and notify you/the patient of dispatch via email, courier notification or otherwise, at which point the Contract between you and us will come into existence. The Contract between you and us will also be formed if you enrol in the prescribing of weight loss medication (including Mounjaro, Wegovy and other related medicines) via SignatureRx, with supply and delivery fulfilled by Signature Pharmacy (Weight Loss Service).

3.4 If we cannot accept your order. We will use all reasonable endeavours to fulfil your order, even if for example this results in a slight delay to delivery. However, if we are unable to supply you with the Medication for any reason, we will inform you of this by email or otherwise and we will not process your order. If you have already paid for the Medication, we will refund you the full amount including any delivery costs charged as soon as possible. Please note we reserve the right to reject orders at our discretion.

3.5 Stock levels. We shall use reasonable efforts to maintain the availability of stock, however, availability cannot be guaranteed at all times. In the event of stock unavailability, we shall not be liable for any loss, cost, or claim arising.

4. MEDICATION

4.1 We reserve the right to substitute Medication where we are clinically able at our discretion (for example by supplying a different brand or dosage e.g. double the medication at half-strength).

4.2 The packaging of your Medication may vary from that shown on images on our site or otherwise.

5. YOUR OBLIGATIONS

5.1 You shall:

  1. ensure that the terms of your order are complete and accurate;
  2. co-operate with us in all matters relating to the Medication;
  3. provide us with such information and materials as we may reasonably require in order to supply the Medication, and ensure that such information is complete and accurate in all material respects;
  4. comply with all applicable laws and regulations, including without limitation, health and safety laws and safe prescribing protocols;
  5. ensure that CQC registration is obtained (where required);
  6. ensure that only registered and licensed healthcare professionals authorised to issue prescriptions within the UK (Prescribers) issue prescriptions within the scope of their legal authority for the Medication;
  7. ensure that your Prescribers all have valid registration and prescribing authority;
  8. provide us with evidence of the prescribing status of all your Prescribers and any necessary registrations as set out in this clause or otherwise and notify us immediately of any changes in any prescribing status;
  9. ensure that all prescriptions in relation to the Medication are:
    1. issued in accordance with applicable UK laws and professional standards;
    2. based on a legitimate clinical assessment; and
    3. properly and correctly signed (whether using the digital signature functionality provided by our Platform or otherwise);
  10. verify that all Prescribers are registered with the relevant professional body (e.g., GMC, GPhC, NMC);
  11. maintain appropriate professional indemnity insurance;
  12. ensure compliance with all data protection and clinical governance requirements;
  13. ensure that in relation to ADHD and controlled drugs:
    1. prescriptions are written on FP10PCD, FP10 paper or via NHS EPS as defined in The Human Medicine Regulation 2012;
    2. we are in receipt of the original ink signed prescription (unless EPS) before we can dispense.

5.2 You are solely responsible for:

  1. verifying patient identity and weight (weight is only in relation to the Weight Loss Service);
  2. informing patients’ GPs of treatment;
  3. ensuring safe and appropriate prescribing practices;
  4. conducting assessments via telephone, video call, or in-person consultation;
  5. professional indemnity insurance;
  6. registration with relevant body that covers weight loss prescribing (in relation to the Weight Loss Service).

5.3 Our Medication is to be used strictly for lawful medical and pharmaceutical purposes. You must not and must ensure that any individual authorised by you to prescribe the Medication does not:

  1. issue prescriptions outside the scope of your legal authority;
  2. use any of our services for any illegal, misleading, or unethical purpose;
  3. submit false or misleading information.

5.4 If our performance of any of our obligations under the Contract is prevented or delayed by any act or omission of you or failure by you to perform any relevant obligation (Your Default):

  1. without limiting or affecting any other right or remedy available to you, we may suspend performance of the Services until you remedy Your Default, and rely on Your Default to relieve you from the performance of any of your obligations in each case to the extent Your Default prevents or delays our performance of any of our obligations;
  2. we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause; and
  3. you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Default.

6. RETURNS AND REFUND

6.1 Unless otherwise agreed at our discretion and in exceptional circumstances, we are unable to accept refunds and/or returns of Medication or other healthcare products.

7. DELIVERY, TRANSFER OF RISK AND TITLE

7.1 We will contact you with an estimated delivery date, as soon as reasonably practicable after the date on which we email you to confirm our acceptance of your order. Occasionally our delivery may be affected by an Event Outside Our Control. See clause 18 for our responsibilities when this happens.

7.2 Delivery is complete once the Medication has been unloaded at the address for delivery set out in your order (and we deem this to be successful delivery) and the Medication will be at your/the patient’s risk from that time.

7.3 You/the patient own the Medication once we have received payment in full, including of all applicable delivery charges.

7.4 If we fail to deliver the Medication, our liability is limited to the cost of obtaining replacement medication of a similar description and quality, less the price of the Medication. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of medication.

8. INTERNATIONAL DELIVERY

8.1 We deliver to a selected list of countries as varied by us from time to time (International Delivery Destinations). However, there are restrictions on some Medication for certain International Delivery Destinations e.g. they should be for personal patient use only, so please review the information on that page carefully before ordering Medication.

8.2 If you order Medication from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

8.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

8.4 You must comply with all applicable laws and regulations of the country for which the Medication are destined. We will not be liable or responsible if you break any such law.

9. PRICE OF MEDICATION AND DELIVERY CHARGES

9.1 The prices of the Medication will be as quoted on the applicable order form and/or on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Medication are correct at the time when the relevant information was entered onto the system. However, please see clause 9.6 for what happens if we discover an error in the price of Medication you ordered.

9.2 Prices for our Medication may change from time to time, but changes will not affect any order you have already placed. However, we may adjust pricing to reflect changes in UK wholesale prices or other supplier increases without notice.

9.3 The price of Medication excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Medication in full before the change in VAT takes effect.

9.4 We may at our sole discretion review any discounted pricing offered to you, based on monthly order volume tiers (Preferential Rates) if minimum volumes (as agreed with you) are not being achieved. We will provide written notice to you in the event of a price change. If the new pricing is unsuitable, you can terminate the contract with 30 days’ notice.

9.5 For delivery within the UK, the price stated for Medication will include any delivery charges, unless specified otherwise. For delivery to one of our International Delivery Destinations, the price of Medication does not include delivery charges, unless specified otherwise. Our delivery charges (if applicable) are as advised to you before you confirm your order.

9.6 We sell a large number of Medication through our site. It is always possible that, despite our reasonable efforts, some of the Medication on our site may be incorrectly priced. If we discover an error in the price of the Medication you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the Medication at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we reserve the right to request payment for the difference which you must pay within 14 days.

9.7 Where prescriptions are routed via a third-party integration approved by Signature, Signature reserves the right to increase the applicable pricing by up to five per cent (5%), as notified to the Client in writing.

10. HOW TO PAY

10.1 The Client shall pay all invoices issued under this agreement in full, without deduction, set-off, or counterclaim, in accordance with the payment terms set out in the order form.

10.2 Time for payment (a) shall be of the essence.

10.3 The method of payment will be advised at the time of placing an order for Medication. All payments must be made as soon as possible and in any event within the time frames specified to you during the order process.

10.4 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.

10.5 We may at our sole discretion require a direct debit from you or store your card details to secure payment.

10.6 Without prejudice to other remedies, failure to pay when due will:

  1. 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%;
  2. result in removal of any applied discounts; and
  3. trigger re-invoicing for the difference between Preferential Rates and standard pricing tiers.

11. COMMISSION

11.1 Subject to you using us exclusively for all prescription supply and fulfilment, you may be entitled to commission as agreed with us in advance. The amount of commission payable shall be agreed with you during the Order process.

11.2 Payment of commission is at our discretion and based on an eligible spend on patients within a given month.

11.3 You will be required to invoice us for the commission owed and subject to clause 11.4 below any commission due will be payable within five working days of the next month.

11.4 We will not pay commission where there are any outstanding or disputed payments owed by you or any associated companies/clinics.

11.5 We reserve the right to make any changes to commission with written notice if the qualifying criteria for that commission is not met.

11.6 We are not liable for delays, delays to payment or delays in sending through figures

11.7 If there are any discrepancies in the figures, this will be rectified in future payments.

12. MANUFACTURER’S GUARANTEE, PRODUCT ISSUES AND REPLACEMENTS

12.1 Some of the Medication we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Medication.

12.2 We have a joint responsibility along with you/the patient to report any issues or defects with the Medication in line with the Yellow Card scheme set out by the Medicines and Healthcare products Regulatory Agency (MHRA).

12.3 We are not liable for pens or Medication lost, stolen, or damaged after delivery including when left in a “safe place”.

13. WEIGHT LOSS SERVICE

Term and Exclusivity

13.1 If you enrol on the Weight Loss Service these Terms apply for a minimum fixed period of twelve months from the Effective Date (Initial Term). After the Initial Term, the Terms shall automatically continue on a rolling basis unless terminated by either party by giving not less than thirty days’ written notice.

13.2 During the Term, you agree exclusively to use SignatureRx for weight loss prescriptions and Signature Pharmacy for all weight loss medication supply and fulfilment.

13.3 If we reasonably believe you have engaged another supplier for the supply of weight loss medication during the Term, we may request written clarification. If you do not provide a satisfactory explanation within seven days, we may treat this as a breach.

13.4 In the event of breach, we may terminate your access to the Weight Loss Service and withdraw Preferential Rates. Discounts previously applied may be re-invoiced, provided such recovery reflects the value of benefits actually received by you.

13.5 You may only terminate these Terms prior to expiry of the Initial Term in the event of a material breach by us that remains unremedied for thirty days following written notice.

Scope of Service

13.6 We will supply the following under the Weight Loss Service at Preferential Rates:

  1. weight loss medication, including Mounjaro, Wegovy and any other clinically approved medicines made available by us from time to time;
  2. sharps bin (if prescribed with weight loss pen);
  3. needle pack and alcohol swabs (when required); and
  4. cold chain packaging.

13.7 We are willing to accommodate the use of custom packaging provided by you, subject to a minimum monthly order volume.

13.8 You must supply the packaging directly to us. Storage of custom packaging will be provided free of charge while you maintain the minimum order threshold.

13.9 If your monthly order volume falls below the agreed minimum, a storage fee will be calculated per pallet per month and invoiced as appropriate.

13.10 This arrangement may require a separate written agreement and will incur an administrative fee per item to cover handling and processing costs.

13.11 Should the manufacturer recommend a replacement – we will not replace the pen or Medication until we have received the credit note from the manufacturer for this transaction.

Manufacturer’s guarantee, product issues and replacements

13.12 Patients reporting damaged or defective pens or Medication must be referred directly to the manufacturer by you.

13.13 We do not process patient complaints, refunds, or replacements. The Manufacturer will contact us directly if a refund or replacement is warranted.

13.14 Replacement needle packs are available in packs of 5 for £6 (including delivery).

13.15 Sharps bins are free when prescribed with a pen, otherwise charged at £5 including postage.

14. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.2 We only supply the Medication for internal use by your business to fulfil prescriptions and other patient orders, and you agree not to use the Medication for any resale purposes.

14.3 We accept no liability for your clinical decisions, prescribing conduct, or regulatory compliance.

14.4 We dispense medication strictly on the assumption that you adhere to all applicable prescribing protocols and clinical standards. We reserve the right to audit your protocols and practices at any time to ensure compliance.

14.5 We may, at our sole discretion, suspend dispensing services or void prescriptions without notice if we reasonably believe that prescribing is unsafe, non-compliant, or in breach of accepted protocols.

14.6 Nothing in these Terms limits or excludes our liability for:

  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation;
  3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
  4. any other liability that cannot be limited or excluded by law.

14.7 Subject to clause 14.6, we will under no circumstances be liable to you for:

  1. any loss of profits, sales, business, or revenue;
  2. loss or corruption of data, information or software;
  3. loss of business opportunity;
  4. loss of goodwill;
  5. any indirect or consequential loss;
  6. any harm caused by viruses, malware, or other malicious code, except where arising from our wilful misconduct;
  7. any clinical error, mis-prescribing, regulatory breach, or professional negligence by you or your personnel;
  8. any delay in the dispensing or delivery of Medication, loss or misrouting of parcels, reduction in service levels, system downtime, or any resulting impact on patient care or operations; or
  9. any reputational damage, commercial disruption, or financial loss arising from any of the above.

14.8 Subject to clause 14.6, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed £5,000 or the total fees paid by you in the 12 months preceding the claim, whichever is greater.

14.9 This clause 14 will survive termination of the Contract.

15. MEDICAL SUPPLY EXCLUSIVITY

15.1 During the Term, where Signature provides preferential or agreed pricing for any medication, the Client shall use Signature Pharmacy exclusively for the dispensing, fulfilment, and delivery of that medication when prescribed within the scope of this Agreement.

15.2 The Client shall not route prescriptions for such medications to any alternative pharmacy, wholesaler, or fulfilment provider without the prior written consent of Signature or design, structure, or operate its services in a manner intended to circumvent, undermine, or dilute the exclusivity obligations arising from preferential pricing.

15.3 Notwithstanding the exclusivity provisions above, exclusivity shall not apply where, acting reasonably and in good faith:

  1. Signature Pharmacy is unable to supply a medication due to clinical, legal, regulatory, or stock availability reasons;
  2. use of an alternative supplier is strictly required to comply with applicable law, regulatory requirements, or professional or clinical guidance; or
  3. 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.

15.4 Any such use of an alternative provider shall:

  1. be limited strictly to what is necessary to address the specific patient need;
  2. be non-routine and last-resort in nature;
  3. not constitute a waiver of, or reduction in, the Client’s ongoing exclusivity obligations;
  4. be appropriately documented by the Client; and
  5. be notified to Signature in writing as soon as reasonably practicable where reliance is material or recurring.

15.5 Any breach of the exclusivity obligations set out in this Agreement shall constitute a material breach.

15.6 Without prejudice to any other rights or remedies available to it, Signature may:

  1. suspend the Services;
  2. withdraw any preferential pricing or discounts;
  3. re-invoice affected services or medications at standard list prices to recover any pricing advantage previously granted; and/or
  4. terminate this Agreement in accordance with its termination provisions in clause 17.

16. CONFIDENTIALITY

16.1 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 16.2.

16.2 We each may disclose the other’s confidential information:

  1. 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 16; and
  2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.

16.4 All pricing provided under this Agreement, including any preferential or non-standard pricing, is confidential and shall not be disclosed to any third party except as required by law or with Signature’s prior written consent.

16.5 Unauthorised disclosure of pricing information may result in withdrawal of preferential pricing and re-invoicing at standard rates.

17. TERMINATION

17.1 Without affecting any of our other rights, we may suspend the supply or delivery of the Medication to you, or terminate the Contract with immediate effect by giving written notice to you if:

  1. you commit a material breach of any term of the Contract;
  2. you fail to pay any amount due under the Contract on the due date for payment;
  3. you fail to maintain valid prescribing registration;
  4. you breach the confidentiality obligations in clause 16;
  5. if you are enrolled on the Weight Loss Service and you breach the exclusivity obligations in clause 13;
  6. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
  7. your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

17.2 On termination of the Contract as a result of clause 17.1 we reserve the right to retrospectively charge our standard pricing and remove all discounts (including any Preferential Rates) on orders already placed.

17.3 Subject to clause 17.2, termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

17.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

18. EVENTS OUTSIDE OUR CONTROL

18.1 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).

18.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

  1. we will contact you as soon as reasonably possible to notify you; and
  2. 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. Where the Event Outside Our Control affects our delivery of Medication to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.

18.3 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, you will return (at our cost) any relevant Medication you have already received and we will refund the price you have paid, including any delivery charges.

19. COMMUNICATIONS BETWEEN US

19.1 When we refer to “in writing” in these Terms, this includes email.

19.2 Any notice given by one of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.

19.3 A notice is deemed to have been received:

  1. if delivered by hand, at the time the notice is left at the proper address;
  2. 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
  3. if sent by email, at 9.00am the next working day after transmission.

19.4 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.

19.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20. GENERAL

20.1 Assignment and transfer.

  1. 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 the company webpage if this happens.
  2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

20.2 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.

20.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.

20.4 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.

20.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

20.6 Governing law and jurisdiction. The Contract is governed by the laws of England and Wales and you 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 Rx Ts & Cs if you use our E-Prescription Services.