Welcome to the Terms & Conditions (these “Terms”) for all Uniphar Pharma websites (the “Websites”) operated by Uniphar Commercial (E4H) UK Limited (“Uniphar Commercial”, “we”, “our” or “us”). We are registered in England under company number 06237925, and with our registered office at 3 Waterloo Farm Courtyard, Stotfold Road, Arlesey, Bedfordshire SG15 6XP.
Please read these Terms carefully before you start to use any of the Uniphar Pharma Websites. By using the Websites, you indicated that you accept these Terms, our Privacy Statement, and our Cookies Policy and that you agree to abide by them. If you do not agree to these Terms, please do not use the Websites.
1. These Terms
1.1 In order to become a Customer (“Customer” or “you”) of the Websites and to enjoy the service provided and features available on the Websites (“Uniphar Pharma Services”), you must read and accept all these Terms and the Privacy Statement. By browsing, accessing, or using the Websites or by using any facilities or services made available through them or by transacting through or on them, you are agreeing to these Terms. Uniphar Pharma may require that you agree to additional terms and conditions as part of any registration process and/or for particular service/product offerings, which Uniphar Pharma may make available to you from time to time. Nothing in these Terms shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by these Terms, you may not use the Uniphar Pharma Services.
1.2 Uniphar Pharma may modify these Terms from time to time without notice to reflect changes in market conditions affecting our business, changes in payment methods, changes in technology, changes in relevant laws and regulatory requirements and changes in our system. Such modification shall be effective upon posting by Uniphar Pharma on the Websites. You agree to be bound by any changes to these Terms when you use the Uniphar Pharma Services after any such modification is posted on the Websites. It is therefore important that you review these Terms regularly to ensure you are updated as to any changes.
2. Use of Uniphar Pharma Services
2.1 Your use of all the Uniphar Pharma Services is governed by these Terms. Uniphar Pharma may at its absolute discretion refuse you access to the Websites or the Uniphar Pharma Services and/or cancel/terminate your registration without prior notice for any reason and you shall not be entitled to any compensation in respect of cancellation/termination of your registration.
2.2 You must be 18 years of age or over to use the Websites and/or the Uniphar Pharma Services.
2.3 Use of the Websites or Uniphar Pharma Services requires a connection to the Internet and appropriate telecommunication infrastructure. We are not liable for any costs you may incur from use of such.
2.4 The Websites may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by Uniphar Pharma. Illegal and/or unauthorised use of the Uniphar Pharma Services is prohibited. Unauthorised commercial advertisements, affiliate links and other forms of solicitation may be removed from Customer accounts without notice and may result in termination of Customer privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Uniphar Pharma Services. You are prohibited from selling, trading or otherwise transferring your Uniphar Pharma account to another party.
2.5 You will need to register to use the online information platform of the Websites by creating an account with Uniphar Pharma using a valid email address. This is so that we can provide you with easy access to your personal section of the Website. You can register either directly with us by contacting email@example.com. If you choose to create an account with us, you agree to provide only accurate, complete registration information, and you will keep that information up to date if it changes. When you register to become a Customer, you need to submit your name and a valid email address. You are solely responsible for maintaining the confidentiality of your account, and you are fully responsible for all activities that occur under your account. You agree to notify Uniphar Pharma immediately if you suspect any unauthorized use of your account or any other breach of security. You shall be responsible for all activity occurring under your registration details and account. Uniphar Pharma cannot and will not be liable for any loss or damage arising from your failure to comply with this section. Any accounts which have been registered with another person’s email address or with temporary email addresses may be closed without notice. We may require users to re-validate their accounts if we suspect use of an invalid email address.
2.6 Uniphar Pharma disclaims any and all responsibility in relation to any offers made available on the Websites and any goods or services supplied in relation to it to the maximum extent permissible by law. Neither Uniphar Pharma nor its officers, employees or Affiliates may be held liable whether in relation to contract, warranty, tort (including negligence), product liability, tax matters or any other form of liability for any claim, damage, or loss, arising from or relating to the provision of all or any goods or services sold or agreed to be supplied in connection with the Websites.
3. Customer Responsibility
3.1 You warrant that all information you provide on registration and contained as part of your account on these Websites is true, complete, and accurate and that you will promptly inform us of any changes to such information by updating the details in your account.
3.2 It is your responsibility to ensure that any services, content, or information available through the Websites or the Uniphar Pharma Services meet your specific requirements.
3.3 You agree to be bound, where applicable, by the Merchants’ own applicable terms and conditions, in relation to their own supply of their goods and services.
3.4 You agree to act in a responsible and legal manner when using the Uniphar Pharma Services. You shall comply with all applicable laws, regulations and rules and undertake not to use the Uniphar Pharma Services for any unlawful purpose, for the commission of any offense or crime under the laws of any jurisdiction to which access is obtained through the Websites or in a manner which is likely to cause harm, offense, or nuisance to any other Internet user.
3.5 You agree not to use the Websites to:
3.5.1 post content that is patently offensive and promotes racism, bigotry, hatred or harm of any kind against any group or individual.
3.5.2 post content that contains violence, or offensive subject matter.
3.5.3 post or promote information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libellous.
3.5.4 post content or initiate communications which are unlawful, libellous, abusive, obscene, discriminatory, or otherwise objectionable.
3.5.5 post content that furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities.
3.5.6 create a false identity on the Websites, impersonate any person or entity or falsely state or otherwise misrepresent yourself, your name, your age or your affiliation with any person or entity.
3.5.7 use the Websites for any illegal purpose, criminal or tortious activity, including but not limited to, fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement or theft of trade secrets.
3.5.8 upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or other relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or which infringes any intellectual property rights.
3.5.9 upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation.
3.5.10 upload, post, email, transmit or otherwise make available any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programmes or similar computer code, files or programs designed to interrupt, destroy, limit, or adversely affect the functionality of any computer software or hardware or telecommunications equipment.
3.5.11 attempt to gain unauthorised access to the Websites, in particular the non-public areas, the server on which the Websites are stored, or any server, computer or database connected to the Websites.
3.5.12 attack the Websites via a denial-of-service attack or a distributed denial-of-service attack.
3.5.13 interfere with or disrupt the Uniphar Pharma Services or servers or networks connected to these Websites, or disobey any requirements, procedures, policies, or regulations of networks connected to these Websites.
3.5.14 display on the Websites or use in connection with the Websites any pirated software or any copyrighted materials or counterfeit materials without the permission of the copyright holder.
3.5.15 display on the Websites or use in connection with the Websites any materials which in any way infringe the copyright, other intellectual property rights or proprietary rights of a third party or which may otherwise render Uniphar Pharma liable to the payment of damages to any third party.
3.6 Uniphar Pharma reserves the right to investigate and take appropriate legal action against anyone who, in our opinion, violates this provision, including, without limitation, reporting you to appropriate law enforcement authorities.
3.7 We reserve the right to remove or suspend any material posted which is, in its sole opinion, in breach of this clause, or which it suspects to be in breach of this clause at its absolute discretion. Uniphar Pharma shall be entitled to terminate your registration for breach of this clause.
4.2 You understand that by posting materials and/or information on the Websites or otherwise providing materials to Uniphar Pharma via any media, you are granting us an irrevocable non-exclusive license to use such materials and information for any purpose in the course of offering the Uniphar Pharma Services.
4.3 You represent and warrant that: (i) you own the materials and/or information posted by you on or through the Uniphar Pharma Services or otherwise have the right to grant the license set forth in this section 4, and (ii) the posting of your materials and/or information on or through the Uniphar Pharma Services does not violate the privacy rights, publicity rights, copyrights, contract rights, moral rights, intellectual property rights or any other rights of any person. You agree to pay for all royalties, fees and any other monies owing to any person by reason of any content posted by you to or through the Uniphar Pharma Services.
4.4 You are permitted to print and download limited extracts from the Websites for your own personal use provided that:
4.4.1 No documents or related graphics on the Websites are modified in any way.
4.4.2 No graphics on the Websites are used separately from corresponding text; and
4.5 Uniphar Pharma’s copyright and trademark notices and this permission notice appear in all copies. Our status (and that of any identifying contributors) as the authors of any material on the Websites must always be acknowledged.
4.6 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
4.7 You must not use any part of the materials on the Websites for commercial purposes without obtaining prior written consent to do so from us or our licensors.
4.8 If you print off, copy, or download any part of the Websites in breach of these Terms, your right to use the Websites will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
5. Intellectual Property
5.2 Subject to these Terms, we grant you a non-exclusive, non-transferable, limited, revocable right to access and use the Websites and the material displayed thereon. However, no right, title, or interest in any such materials will be granted or transferred to you as a result of any permitted use of such materials.
5.3 All materials incorporated in or accessible through the Websites, including, without limitation, text, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software and other content, and the compilation, collection, arrangement and assembly thereof (including the look and feel of the Websites), are owned, controlled or licensed by Uniphar Pharma, or by the original creators of such materials or their permitted licensors. Such materials may be used only for viewing the Websites in the ordinary course or as a resource for using the Uniphar Pharma Services through the Websites. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-use, transmission, republication, downloading, display, posting, performance or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited.
5.4 In respect of all content or material that you submit or post on the Websites:
5.4.1 you grant us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate, and distribute such material in any media, together with the right to sub-license such rights; and
5.4.2 you confirm that you have obtained the consent of any individual identified in such material to the posting of the material on the Websites.
5.5 The Uniphar Pharma IP is provided by Uniphar Pharma on an “as is” basis, and Uniphar Pharma expressly disclaims, to the extent permitted by applicable law, any or all warranties, express or implied, including without limitation warranties of merchantability and fitness for a particular purpose, with respect to any Uniphar Pharma IP. To the extent permitted by applicable law, Uniphar Pharma excludes any or all responsibility and /or liability for any damages or loss of any kind whatsoever with respect to the Uniphar Pharma IP whether any of the foregoing are, without limitation, indirect, incidental, special, punitive, consequential or of any other kind whatsoever.
6. Suspension and Termination
6.2 You agree that Uniphar Pharma may, with or without cause and/or prior notice, immediately terminate your Uniphar Pharma account and/or your access to any Uniphar Pharma Services, or take any or all of the following actions:
6.2.1 immediate, temporary, or permanent withdrawal of your right to use the Websites.
6.2.2 refusal to post or publish any material provided by you on the Websites.
6.2.3 immediate, temporary, or permanent removal of any contribution, posting or material uploaded by you to the Websites.
6.2.4 issue a warning to you.
6.2.5 legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to, reasonable administrative and legal costs resulting from the breach).
6.2.6 further legal action against you; and/or
6.2.7 disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
6.3 Without limiting the foregoing, the following will lead to a termination by Uniphar Pharma of your use of the Uniphar Pharma Services: (a) breaches or violations of these Terms or other incorporated Uniphar Pharma agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) an express request by you, (d) suspicion of fraud or (e) unexpected technical issues or problems.
6.4 Termination of your Uniphar Pharma account includes removal of access to all offerings within the Uniphar Pharma Services and may also exclude you from further use of the Uniphar Pharma Services. Furthermore, you agree that all terminations shall be made at Uniphar Pharma ’s sole discretion and that Uniphar Pharma shall not be liable to you nor any third party for any termination of your account or access to the Uniphar Pharma Services.
6.5 We exclude liability for actions taken in response to breaches of these Terms. The responses described in these Terms are not limited and we may take any other action we reasonably deem appropriate.
7.1 By accepting these Terms, you agree to indemnify, keep us indemnified and otherwise hold harmless Uniphar Pharma, its officers, employees, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages, and all other losses, costs, changes, demands, proceedings, and actions, howsoever incurred by Uniphar Pharma arising from any claims or legal proceedings which are brought to your use of the Uniphar Pharma Services; (ii) unauthorized access to the Uniphar Pharma Services or (iii) any breach of these Terms by you or any other matter relating to the Uniphar Pharma Services.
7.2 In the event that your contributions to the Website infringe any rights of any third party, you shall, at your own expense and at our discretion, either obtain the right to use such contribution or render such contribution free from infringement.
8. Disclaimers and Limitations of Liability – IMPORTANT – YOUR ATTENTION IS DRAWN TO THIS SECTION
8.1 Unless otherwise agreed by us in writing, the material and content displayed on the Websites is provided “as is” without any guarantees, conditions, or warrantees as to its accuracy or other terms of any kind. To the extent permitted by law, we, other members of our group of companies, our offers, and directors and third parties connected to us hereby exclude:
8.1.1 all conditions, warranties and other terms which may otherwise be implied by statute, common law, or the law of equity, including without limitation:
(a) that the Websites and Uniphar Pharma Services are of satisfactory quality, accurate, timely, fit for a particular purpose or need, or non-infringing.
(b) that the Websites will meet your requirements, is error-free, without interruption or available at all times.
(c) that the results obtained from using the Websites, including any services or deals, will be effective reliable accurate or meet your requirements.
(e) that you will be able to access or use the Website or Uniphar Pharma Services at times or locations of your choosing; and
(f) any warranties on the basis of oral or written information given by a Uniphar Pharma representative.
8.1.2 any liability for any direct, indirect, consequential, special, incidental, or exemplary loss or damage incurred by any user in connection with the Websites or in connection with the use, or results of the use of the Websites, any websites linked to them, and any materials posted on them, including without limitation any liability for:
(a) loss of income or revenue.
(b) loss of business.
(c) loss of profits or contracts.
(d) loss of anticipated savings, the use of money or opportunity.
(e) loss of data.
(f) loss of goodwill or reputation.
(g) wasted management, office time or personnel time.
(h) work stoppage, computer failure or malfunction, or
(i) any other loss or damage of any kind, howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
8.2 Nothing in this section 8 affects our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.
8.3 While Uniphar Pharma endeavours to ensure that the Websites are normally available 24 hours a day, Uniphar Pharma is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet or on any of the Uniphar Pharma Services or combination thereof, including any injury or damage to your or to any person’s computer related to or resulting from participation in connection with the Uniphar Pharma Services. Access to the Websites may be suspended temporarily and without notice in the case of system failure, maintenance, or repair or for reasons beyond Uniphar Pharma’s control.
8.4 Uniphar Pharma will use reasonable endeavours to correct any errors or omissions as soon as practicable upon notification of them. However, we do not guarantee that the Uniphar Pharma Services or the Websites will be free of faults, and we do not accept liability for any errors or omissions. In the event of an error or fault, you should report it by email to:firstname.lastname@example.org.
8.5 Uniphar Pharma reserves the right at any time to modify or discontinue, temporarily or permanently, the Websites with or without notice. You agree that Uniphar Pharma shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Uniphar Pharma Services.
9. Governing Law
These Websites may contain links to other websites. If you use these links, you leave the Websites. Uniphar Pharma is not responsible for the content, intellectual property rights, accuracy or opinions expressed on such websites. Inclusion of any linked website on the Websites does not imply approval or endorsement of the linked website by Uniphar Pharma. When you access these third-party sites, you do so at your own risk.
11. Linking to the Websites
11.1 You may link to the websites homepage provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in anyway so as to suggest any form of association, approval, or endorsement on our part where none exists.
11.2 You may not mirror, screen scrape, or otherwise reproduce all or any part of the websites on any other site. Unless otherwise authorised in writing by us, you may not suggest any form of association, approval, or endorsement of any website on our part.
11.3 If you wish to make use of material on the Websites other than set out above, please address your request to email@example.com.
12. General Terms
12.2 The failure of Uniphar Pharma to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.
12.3 We may revise these Terms at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we have made, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on the Websites.
12.4 These Terms operate to the fullest extent permissible by law. If any provision of these Terms is unlawful, void, or unenforceable, that provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. These Terms are personal to Uniphar Pharma and you.
12.5 You may not assign, novate, sub-contract or otherwise transfer its part or all of these Terms, without the prior written consent of Uniphar Pharma.
12.6 Nothing in these Terms shall create or be deemed to create a partnership, joint venture agency or employment relationship of any kind between you and Uniphar Pharma.
12.7 Uniphar Pharma shall not be liable for delay or failure to perform any of its obligations under these Terms where and to the extent that such delay or failure results from any circumstances beyond its reasonable control.
12.8 Unless otherwise stated in these Terms, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail (other than, if you are sending a notice to us for the purpose of legal process) sent by fax or by pre-paid post, to you at the address you supplied to us or to us at our registered office.
13. Contacting Uniphar Pharma
Please contact us at firstname.lastname@example.org with any questions regarding these Terms or material which appears on our Websites.