These Terms and Conditions shall govern the supply of Services by TOTAL DELIVERY PHARMA SERVICES to the exclusion of all other terms, conditions and representations, including any terms or conditions which You purport to apply under any document whatsoever and whenever. No variation of these Terms and Conditions shall be valid unless agreed in writing by TOTAL DELIVERY PHARMA SERVICES.

1. Definitions

“Arising IP” means Intellectual Property Rights arising from the performance of the Services; 

“Charges” means the fees payable in respect of TOTAL DELIVERY PHARMA SERVICES’s performance of the Services; 

“Client” or “You” means the legal person to whom a Quotation is addressed or who otherwise submits materials for analysis by TOTAL DELIVERY PHARMA SERVICES; 

“Close of business” means 23:59 on the day listed, however TOTAL DELIVERY PHARMA SERVICES will use reasonable endeavours to provide results by 18:00 on the day listed

“Confidential Information” means the terms of the Contract and any information marked secret or confidential or commercial, financial, marketing, technical or other information that is of value in any form or medium whether disclosed orally or in writing before or after the date of the Contract, together with any reproductions of such information in any form or medium or any part of such information and the work which is the product of the Services (with the exception of Reports) 

“Contract” means any contract for the supply of Services between TOTAL DELIVERY PHARMA SERVICES and You, formed as set out in Condition 2 a) incorporating these Terms and Conditions;

“Materials” means materials provided by or on behalf of TOTAL DELIVERY PHARMA SERVICES in connection with any training and/or courses including documents, articles, online and digitals content, audio, graphics or any other materials in all formats; 

“Data” means the raw data generated in the performance of the Services relating specifically to the materials submitted by You; 

“Emergency Response Service” means subscription service that, dependent on membership level, provides enhanced access to TOTAL DELIVERY PHARMA SERVICES up to a 24/7 service;

“Expenses” means travel, accommodation, packing, transport, materials, customs and courier fees, equipment hire and any other costs incidental to the performance of the Services which will be charged at cost; 

“GMP” means Good Manufacturing Practice for Medicinal Products as laid down in Directive 2003/94/EC;

“Intellectual Property Rights” means all forms of intellectual property rights including but not limited to patents, registered and unregistered designs, trademarks and service marks, database rights, copyright and any application or entitlement to make application for intellectual property rights in any part of the world; 

“Purchase Order (PO)” means an official order from You requesting TOTAL DELIVERY PHARMA SERVICES to carry out services in line with a Quotation;

“Quality or Technical Agreement” means quality and/or technical agreements entered into between the parties from time to time in relation to Quality Matters. 

“Quality matters” means the applicable quality standards and processes that exclusively relate to the delivery of the Services;

“Quotation” means a written communication from TOTAL DELIVERY PHARMA SERVICES to the Client setting out details of the Services to be performed and the charging basis therefore;

“Report” means any report, certificate of analysis, presentation or other summary (in whatever form) of results or findings generated in the performance of the Services, prepared by TOTAL DELIVERY PHARMA SERVICES for You;

“Services” means: 

1. Scientific/Quality/Technical and or Regulatory consultancy services;    

2. Digital assets or downloaded templates and electronic media and materials  

3. Quality, Technical, Scientific analysis or review services; 

4. and/or any other services in each case, supplied to You by TOTAL DELIVERY PHARMA SERVICES.

2. Quotation, Charges and Expenses 

a) A Quotation issued by TOTAL DELIVERY PHARMA SERVICES shall be deemed to be an offer by TOTAL DELIVERY PHARMA SERVICES to provide the Services subject to the terms therein and to these Terms and Conditions. A Contract will be formed upon acceptance of the Quotation by You (by countersigning and returning the same to TOTAL DELIVERY PHARMA SERVICES, or by submitting materials, data or information for analysis or review to TOTAL DELIVERY PHARMA SERVICES) within the period of validity stated therein. In addition, a separate Contract shall be formed whenever you submit materials to TOTAL DELIVERY PHARMA SERVICES for analysis in respect of which no Quotation has been given (your delivery of such materials to TOTAL DELIVERY PHARMA SERVICES constituting the offer and TOTAL DELIVERY PHARMA SERVICES’s commencement of performance of the requested Services constituting acceptance). The Contract shall constitute the entire agreement between us for the supply of the Services and You acknowledge you have not relied on any representation, agreement or understanding which is not set out therein.  

b) A Quotation may specify that the Services will be charged at a fixed fee or on a time and materials basis. The Charges will be as specified in the Quotation or otherwise communicated in writing by TOTAL DELIVERY PHARMA SERVICES to You. Charges set out in the Quotation (or other written communication) include consumables unless specified otherwise but do not include Expenses which will be charged in addition. 

 c) All Charges referred to in the Quotation (or other written communication) are exclusive of VAT. VAT, where applicable, shall be listed as a line item within the invoice. 

3. Payment Terms and Settlement 

a) You shall pay the Charges for the Services and related Expenses (and any other charges for separately quoted consumables or courier or storage charges referred to in Condition 4.c), together with the VAT thereon, upon receipt of TOTAL DELIVERY PHARMA SERVICES’s invoice. All invoices are due for payment immediately, and payable within 7 days of the date of the invoice unless otherwise agreed in writing by TOTAL DELIVERY PHARMA SERVICES. 

b) The Charges and Expenses shall be invoiced to you in accordance with the invoicing schedule set out in the Quotation, or, if no schedule is specified (or Services are not based on a Quotation), upon completion of the Services (as determined by TOTAL DELIVERY PHARMA SERVICES). Any other charges referred to in Condition 3. a) shall be invoiced as and when incurred. 

c) Except where otherwise agreed with TOTAL DELIVERY PHARMA SERVICES, payment should be made by the method specified on the invoice or remittance advice. 

d) If You fail to make any payment within 7 days of the date of invoice TOTAL DELIVERY PHARMA SERVICES reserves the right, without prejudice to its other rights and remedies: (i) upon not less than 7 days written notice to You, to cease to provide the Services; and (ii) to charge interest (both before and after judgement) on any sum outstanding after the due date for payment from the due date to the date of actual payment, together with all expenses, including legal fees, which TOTAL DELIVERY PHARMA SERVICES may incur in recovering the outstanding sums. 

e) You shall make all payments due without any deduction by way of set off, counter claim, discount, abatement or otherwise. 

f) TOTAL DELIVERY PHARMA SERVICES may set off any sums due from You for Services supplied against any sums which TOTAL DELIVERY PHARMA SERVICES may otherwise owe to You. 

g) If a payment from You is not stated to refer to a particular invoice, TOTAL DELIVERY PHARMA SERVICES may appropriate such payment to any outstanding invoice addressed to You from TOTAL DELIVERY PHARMA SERVICES. 

 4. Provision of the Services – obligations of TOTAL DELIVERY PHARMA SERVICES 

a) TOTAL DELIVERY PHARMA SERVICES warrants that in performing the Services it shall exercise all reasonable skill and care. 

b) TOTAL DELIVERY PHARMA SERVICES will use reasonable endeavors, but cannot guarantee, to provide the Services within any estimated timescales set out in the Quotation. Time shall not be of the essence in respect of the provision of the Services and TOTAL DELIVERY PHARMA SERVICES shall not be liable for any delay in meeting the said timescales. 

c) TOTAL DELIVERY PHARMA SERVICES shall use any materials provided by You only in connection with the provision of the services to be rendered. 

d) TOTAL DELIVERY PHARMA SERVICES may, in the performance of the Services, make statements about or recommendations of third-party equipment or services. No warranty shall be attributable to TOTAL DELIVERY PHARMA SERVICES in respect of such statement's equipment or services. 

e) TOTAL DELIVERY PHARMA SERVICES shall provide a project Report only on receipt of a PO from You, or a signed letter on Client letterhead from a statutory director committing to pay in line with the Quotation provided. For the avoidance of doubt, if you do not provide a PO or letter on Client letterhead, TOTAL DELIVERY PHARMA SERVICES reserve the right not to issue the Report, materials or documentation, or attend on or to the commitment and matter that has been requested of TOTAL DELIVERY PHARMA SERVICES  with, the exception of Emergency Response Service work and works requested on a seven-day turnaround or less. 

5. Provision of the Services – Your obligations 

a) You warrant that any information provided to TOTAL DELIVERY PHARMA SERVICES pursuant to a Contract is complete, accurate and not misleading. You acknowledge that, in performing its obligations under the Contract, TOTAL DELIVERY PHARMA SERVICES will be relying upon information supplied directly or indirectly by You. 

b) You shall provide all relevant safety data and information relating to any hazards that our staff may encounter or be exposed to while working with you. You shall comply with all relevant legislation. Where Equipment or briefing are needed you will provide this and TOTAL DELIVERY PHARMA shall be entitled to charge for the time and any expenses incurred in relation to these activities. You agree to fully indemnify and keep indemnified TOTAL DELIVERY PHARMA SERVICES against all losses, claims, liabilities, damages, costs (including legal costs) and expenses incurred by TOTAL DELIVERY PHARMA SERVICES as a result of any failure on your part to identify or provide relevant training or briefing or safety equipment to comply with the relevant legislation. 

c) You further acknowledge that the evaluation, use and application of the results of Services provided by TOTAL DELIVERY PHARMA SERVICES are in your sole discretion and that You shall be solely responsible for such evaluation, use or application and the consequences thereof. 

d) You shall co-operate with TOTAL DELIVERY PHARMA SERVICES by promptly responding to requests for such further information or materials in your possession as TOTAL DELIVERY PHARMA SERVICES may reasonably require to enable it to perform the Services. 

e) In relation to GMP Services provided by TOTAL DELIVERY PHARMA SERVICES, You are ultimately responsible to ensure a Technical Agreement is in place 

f) You shall deliver any samples and/or materials to the address stated in the Quotation or otherwise to any other address communicated by TOTAL DELIVERY PHARMA SERVICES. You acknowledge and agree that TOTAL DELIVERY PHARMA SERVICES shall bear no responsibility in relation to any breach or delay that arises out of or is contributed by delivery to an address other than the one provided by TOTAL DELIVERY PHARMA SERVICES. 

6. Data, Intellectual Property Rights and Confidentiality 

a) Intellectual Property Rights owned by either party as at the date the relevant Contract is entered into shall remain the property of that party (and shall be referred to as that party’s “Existing IPR”). 

b) You hereby grant TOTAL DELIVERY PHARMA SERVICES a royalty-free non-exclusive license to use Your Existing IPR as necessary to enable TOTAL DELIVERY PHARMA SERVICES to perform the Services under that Contract. 

c) Subject only to Condition 6(a) and unless otherwise agreed in writing between the parties, all copyright subsisting in any Report shall vest in TOTAL DELIVERY PHARMA SERVICES upon creation and is hereby assigned to You, by way of assignment of future copyright as of the date upon which You shall have paid in cleared funds all Charges and Expenses relating to the Services performed under the Contract in question. 

d) Subject to Condition 6(c), all Arising IP including, but not limited to, any rights in any methodologies generated or adapted in or for such performance, and all other rights in, or relating to, the Data, shall vest in and belong to TOTAL DELIVERY PHARMA SERVICES. 

e) You and TOTAL DELIVERY PHARMA SERVICES shall do all such things and execute such documents as shall be necessary to ensure that ownership of all Arising IP is vested in the relevant party in accordance with Conditions 6. (c) and 6. (d). 

f) Unless otherwise agreed in writing, TOTAL DELIVERY PHARMA SERVICES Limited will keep all Data securely for a minimum period of three years from completion of the Services to which it relates. Thereafter it will be destroyed unless otherwise defined in the Technical Agreement. If You require a further copy of the Data, you must request the same in writing before expiry of the three-year period. 

g) Notwithstanding anything to the contrary contained herein, all Course Materials, including any intellectual property rights contained therein, are owned by TOTAL DELIVERY PHARMA SERVICES and subject to copyright. No content, in whole or in part, of the Course Materials may be copied, reproduced, uploaded, posted, displayed, linked to, shared or used in any way without the prior written permission of TOTAL DELIVERY PHARMA SERVICES. Any such use is strictly prohibited and will constitute an infringement of the copyright and other intellectual property rights of TOTAL DELIVERY PHARMA SERVICES. 

h) TOTAL DELIVERY PHARMA SERVICES shall keep confidential and shall not, without Your prior written consent, disclose to any person any Confidential Information acquired from You in connection with the Services or Your identity as a TOTAL DELIVERY PHARMA SERVICES client. TOTAL DELIVERY PHARMA SERVICES shall be entitled to disclose such information to employees of TOTAL DELIVERY PHARMA SERVICES or other members of the TOTAL DELIVERY PHARMA SERVICES group of companies, sub-contractors and/or other agents involved in providing the Services and to its professional advisors. 

i) You shall keep confidential and shall not without TOTAL DELIVERY PHARMA SERVICES’s prior written consent, disclose to any person (save to Your employees, sub-contractors, regulators or professional advisors with a need to know) any Confidential Information acquired from TOTAL DELIVERY PHARMA SERVICES in connection with the Services, including but not limited to any of the Arising 

IP referred to in Condition 6. d) and the fact of TOTAL DELIVERY PHARMA SERVICES’s engagement to provide Services to You. 

j) The obligations of confidentiality in sub-clauses (h) and (i) above will not apply to information: - 

(1) which was already in the public domain at the time of disclosure or subsequently comes into the public domain otherwise than through a breach of the obligations hereunder; 

(2) which was legally in the possession of the receiving party prior to the disclosure by the disclosing party; or 

(3) which the receiving party can demonstrate by written records was independently developed by the receiving party without reference to the disclosing party’s information; or 

(4) where disclosure is required by law or regulations or by a binding order of a court or regulatory body or agent thereof. 

7. Liability 

Your attention is in particular drawn to the provisions of this Condition. 

a) The warranty set out in Condition 4 a) is the only warranty given by TOTAL DELIVERY PHARMA SERVICES in relation to the Services and shall apply to the exclusion of all other warranties conditions and other terms implied by statute or common law to the fullest extent permitted by law. 

b) If the Services do not conform to the above warranty, then TOTAL DELIVERY PHARMA SERVICES may at its option (and in full discharge of its liability under the warranty) either 

1. rectify the defect or re-perform the defective Services free of charge; or 

2. if in TOTAL DELIVERY PHARMA SERVICES's reasonable opinion rectification or reperformance are not possible, refund to You (or issue a credit note in respect of) any amount of Charges already paid by you under that Contract. Provided that You give written notice of any alleged defect to TOTAL DELIVERY PHARMA SERVICES within 14 days of completion of the Services. 
    
   

c) Without prejudice to condition 7b) TOTAL DELIVERY PHARMA SERVICES's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance of each Contract shall be limited to 100% of the Charges paid or payable by You for the Services supplied thereunder up to a maximum cap of £50,000 (fifty thousand pounds sterling). 

d) TOTAL DELIVERY PHARMA SERVICES shall not be liable to You for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage whatsoever and howsoever arising. 

e) Nothing in these Terms and Conditions shall operate to exclude or limit TOTAL DELIVERY PHARMA SERVICES's liability for (i) death or personal injury arising out of the negligence of TOTAL DELIVERY PHARMA SERVICES or (ii) fraudulent misrepresentation. 

f) TOTAL DELIVERY PHARMA SERVICES shall have no liability for any inaccuracies in a Report prepared in performance of the Services which are attributable to incorrect information provided by You. 

g) You agree to fully indemnify and keep indemnified TOTAL DELIVERY PHARMA SERVICES in respect of any claim brought against TOTAL DELIVERY PHARMA SERVICES by any third party arising out of the evaluation, use or application of the results of the Services or any Report, save to the extent that any loss or damage claimed by the third party was caused by TOTAL DELIVERY PHARMA SERVICES's negligence and was in the reasonable contemplation of the parties at the time the Contract was entered into. 

h) Any Report prepared by TOTAL DELIVERY PHARMA SERVICES is intended for Your use only and TOTAL DELIVERY PHARMA SERVICES shall have no liability in respect of any reliance placed on such Report by a third party. Any recommendations contained in a Report are made in good faith based on information available at the time and are not a representation as to outcome or achievable results. 

8. Termination of a Contract 

a) If (i) You enter into a voluntary arrangement with Your creditors or become subject to an administration order or (being an individual or firm) become bankrupt or (being a company) go into liquidation (otherwise than for the purpose of amalgamation or re-construction) or a receiver is appointed in respect of any Your property or assets or You cease or threaten to cease to carry on business; or (ii) TOTAL DELIVERY PHARMA SERVICES reasonably apprehends that any of the events mentioned in (i) is about to happen and notifies You; or (iii) You fail to remedy a breach of Contract by You within 14 days of receiving notice to do so, then without prejudice to any other right or remedy available to it, TOTAL DELIVERY PHARMA SERVICES shall be entitled to terminate the Contract immediately and/or suspend any further performance of Services under the Contract without any liability to You. 

b) You may terminate a Contract if TOTAL DELIVERY PHARMA SERVICES fails to remedy a breach of Contract by it within 14 days of receiving notification from You to do so. 

c) In the event of any termination of a Contract, all Charges, Expenses and any other sums payable by You shall be invoiced and together with unpaid invoices, shall become immediately due and payable. 

9. General 

a) You shall not be entitled to assign or otherwise transfer any rights or obligations under a Contract or any part of it without the prior consent in writing of TOTAL DELIVERY PHARMA SERVICES. 

b) No person who is not a party to a Contract shall have the right, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, to enforce any term of a Contract which expressly or by implication confers a benefit on that person.

c) Nothing in a Contract shall be deemed to create any joint venture, partnership or relationship of principal and agent between the parties. 

d) The waiver by either party of any breach of a Contract shall not prevent the subsequent enforcement of that breach and shall not be deemed to be a waiver of any subsequent breach of that or any other provision. 

e) The invalidity or unenforceability of any provisions of a Contract shall not invalidate or render unenforceable the remainder. 

f) Each Contract shall be governed by English law and any disputes in relation thereto shall be subject to the exclusive jurisdiction of the English courts. 

g) Unless expressly provided otherwise in the Quotation, in the event of conflict between a Quotation and these Terms & Conditions, these Terms and Conditions shall prevail. 

h) Unless expressly provided otherwise in the PO, in the event of a conflict between the PO and these Terms & Conditions, these Terms and Conditions shall prevail. 

i) You shall not either during or for a period of 12 months following completion of a Contract, solicit, entice away or offer employment to any employee of TOTAL DELIVERY PHARMA SERVICES directly involved in the performance of the Services. 

j) TOTAL DELIVERY PHARMA SERVICES shall not be liable in respect of any failure to perform or delay in performing its obligations under a Contract if the failure or delay is due to causes outside its reasonable control. 

 k) All notices to be served pursuant to a Contract must be served on the relevant party at its business address stated on its letterhead by registered first class post, facsimile, e-mail or by hand.

Total Delivery Pharma Services Ltd. is registered in England & Wales, company number 15054793.  

Registered Office Address: Everdene House, Deansleigh Road, Bournemouth, United Kingdom, BH7 7DU 

Thomas@totaldeliverypharma.com

 AFFILIATIONS