CONFIDENTIAL

This SERVICES AGREEMENT (“this Agreement”) is made by and between PAN-MALAYAN PHARMACEUTICALS PTE LTD (UEN: 199804358M), a company incorporated in Singapore with its registered address at 16 Tai Seng Street, #04-01, Singapore 534138 (“PMP“), and the party whose name and other details are as set out below (“Client”):

WHEREAS:

  1. PMP is a licensed pharmacy which has been approved by the relevant authorities in Singapore to carry out e-pharmacy operations (“e-Pharmacy Services”) through its electronic platform located at www.wellaway.com.sg (“Platform”).
  2. Client is a licensed medical clinic in Singapore with qualified medical practitioners who are licensed and authorised to prescribe drugs (each, a “Prescribing Doctor”).
  3. Client wishes for all its Prescribing Doctors and authorised clinic assistants to have access to the Platform and use the e-Pharmacy Services subject to the terms and conditions of this Agreement and such other rules and regulations specified by PMP from time to time.

NOW, THEREFORE, in consideration of the mutual promises, representations and warranties set forth in this Agreement, the parties hereto agree as follows:

1.      Grant of License

Subject to the terms and conditions of this Agreement, PMP shall grant Client and its Prescribing Doctors and authorised clinic assistants a limited, non-exclusive and non-transferable licence to access the Platform and use the e-Pharmacy Services during the term of this Agreement.

 

2.      Client Obligations

2.1    By entering into this Agreement, Client is simultaneously applying to PMP for a user account to be created under Client’s name (“Master Account”), and grant the relevant authority to its Prescribing Doctors and authorised clinic assistants to open their own accounts with a unique set of user name and password in order to access the Platform and use the e-Pharmacy Services. Client remains liable and responsible for all activities occurring under the accounts of all its Prescribing Doctors and authorised clinic assistants. Client shall notify PMP immediately if Client becomes aware of any unauthorised use, and/or any other breach of security, of the Master Account and/or any account of its Prescribing Doctors and authorised clinic assistants.

2.2    Client shall:

  1. obtain and maintain at all times during the validity of this Agreement all licences, permits and approvals required for it and all its Prescribing Doctors (who must each be qualified and registered to practise under applicable laws of Singapore) to provide medical services (including telemedicine) under applicable laws of Singapore;
  2. ensure that:
    1. the Prescribing Doctors shall use the e-Pharmacy Services only in respect of patients who have expressly agreed, or in the Prescribing Doctor’s professional opinion are suitable, to obtain prescription drugs via the e-Pharmacy Services (each, a “Eligible Patient”);
    2. all authorised clinic assistants are trained to upload correct and complete data of the Eligible Patients and medication prescriptions (which shall exclude controlled drugs, psychotropic substances and drugs containing addictive substances but which may include non-prescription healthcare products and supplements) (each, a “Prescription”), and thereafter, arrange for all Prescriptions to be sent to the Prescribing Doctors for confirmation and posting on the Platform;
    3. the Prescribing Doctors shall check and electronically confirm each Prescription before posting it on the Platform; and
    4. the Prescribing Doctors shall be made aware that none of the Prescriptions posted on the Platform shall include controlled drugs, psychotropic substances and drugs containing addictive substances.
  3. collect payments from Eligible Patients for all Prescriptions;
  4. use the Platform and the e-Pharmacy Services with reasonable safeguards by its Prescribing Doctors and authorised clinic assistants because Client understands that new technology, software upgrades and routine maintenance, among other items, can create new and unknown security exposures, and that the transfer or transmission of data over the Internet may be subject to limitations, delays and/or other problems inherent in the use of communications networks facilities or as a result of the availability of Client’s own systems; and
  5. not (i) transfer, assign or otherwise deal with its rights and obligations under this Agreement without PMP’s prior written consent; (ii) undertake any action to undermine the integrity of the computer systems or networks of PMP or to gain unauthorised access to such computer systems or networks; (iii) copy, reproduce, disassemble, de-compile, reverse engineer, create derivative works, sell, distribute, resell or otherwise use the Platform for the purposes of operating a business that competes with PMP or otherwise commercially exploiting the Platform and the e-Pharmacy Services; (iv) use the Platform and the e-Pharmacy Services for any unlawful activities or purpose; (v) impersonate any person or entity, misrepresent itself or its affiliation with any person or entity; or (vi) engage in spamming or phishing.

2.3    Client agrees that once the prescribed drugs under a Prescription has been packed and confirmed by a Dispensing Pharmacist (as defined in Clause 3.1(c)), title in, and risks of loss over, the prescribed drugs under the Prescription shall pass to Client. Client shall bear the risk of rejection, non-delivery (due to wrong address or unavailability of recipient), return or exchange of any Prescription, including any cancellation charge or reverse logistic fee at such rate as may be imposed by PMP from time to time unless otherwise caused by PMP’s fault or negligence.

2.4    Client warrants to PMP that Client has full power and authority to enter into this Agreement and to perform the obligations hereunder; and all information and material whether submitted during the registration process or thereafter throughout the term of this Agreement shall be true, accurate, current and complete.

 

3.      PMP Obligations

3.1    PMP warrants to Client that its provision of the e-Pharmacy Services under this Agreement shall comply at all times with applicable laws of Singapore governing the supply of all prescribed products (which shall exclude controlled drugs, psychotropic substances and drugs containing addictive substances but may include non-prescription healthcare products and supplements) supplied by PMP under the Prescriptions.

3.2    PMP shall:

  1. use commercially reasonable efforts to establish and maintain an effective system with adequate safeguards suitable for the delivery of the e-Pharmacy Services and protection of the Platform;
  2. ensure that all prescribed products supplied by PMP under the Prescriptions (i) are registered with HSA and obtained through licensed manufacturers and dealers; and (b) shall not be adulterated, unwholesome and substandard or falsified that can harm the Eligible Patients;
  3. appoint competent pharmacists who are registered in accordance with applicable laws of Singapore (each, a “Dispensing Pharmacist”) and who will (i) check the authenticity of the Prescriptions; (ii) ensure prescribed products to be dispensed under the Prescriptions are packed and labelled properly; and (iii) conduct due professional review of each Eligible Patient’s condition and provide appropriate medication counselling to the Eligible Patient;
  4. ensure that the prescribed products shall be securely delivered, on behalf of Client, to the Eligible Patients in the manner agreed with the Eligible Patients, and obtain the Eligible Patients’ signed receipt of delivery;
  5. collect, use, store, access and transfer any data posted on the Platform which contains personal data of Eligible Patients in accordance with applicable laws of Singapore; and
  6. obtain and maintain at all times during the validity of this Agreement all licences, permits, authorities and approvals required for it to provide pharmacy services, including the e-Pharmacy Services, in accordance with applicable laws of Singapore.

3.3    PMP is entitled to change or make enhancements to the Platform, whether or not such change or enhancement causes a temporary disruption of the e-Pharmacy Services or affects Client’s connection to the Platform, provided that (i) PMP shall give Client reasonable prior notice before any change or enhancement is made; and (ii) any change or enhancement shall not materially diminish the functionality of the e-Pharmacy Services and the Platform. PMP shall not be responsible for any losses, damages or other additional expenditures incurred by Client in connection with such changes or enhancements.

3.4     PMP may monitor, review and/or audit the usage under Client’s account to ensure compliance with this Agreement or other purposes reasonably required by PMP. In the event of any breach if PMP believes that such action is advisable for the protection of the Platform, PMP may suspend Client’s account and thereafter notify Client of the suspension when it becomes practical to do so. Suspension, at no liability to PMP, shall continue until PMP is satisfied that the security failure has been remedied.

 

4.      Compensation

Within 21 days from the close of a calendar month (each, a “Billing Month”), PMP shall invoice in arrear the consolidated costs of all prescribed drugs dispensed by PMP for all Prescriptions during the Billing Month, including delivery surcharges and cancellation charges, if any. Client shall settle all invoices issued by PMP in accordance with Clause 4.1 above within the payment terms specified in the invoices.

 

5.      Intellectual Property Rights

Client acknowledges that PMP owns all right, title and interest in and over the Platform (including the “look”, “feel”, “appearance” and “graphic/audio function”) and all documentation and deliverables in relation thereto and the e-Pharmacy Services, including any upgrades, modifications and improvements of whatsoever nature (“PMP IPR”). Client’s use of the Platform and the e-Pharmacy Services does not confer upon Client and its Prescribing Doctors any licence or permission to use the PMP IPR (or any third party’s intellectual property right) except as otherwise provided hereunder.

 

6.      Disclaimers

6.1    The Platform and the e-Pharmacy Services are provided on an “as is” and “as available” basis. PMP expressly disclaims to the fullest extent permitted by law all express, implied and statutory warranties, including implied warranties as to quality, merchantability, satisfactory quality, non-infringement and fitness for a particular purpose. Whilst PMP shall use commercially reasonable efforts to establish and maintain an effective system with adequate safeguards suitable for the delivery of the e-Pharmacy Services and protection of the Platform, PMP does not warrant that (a) the Platform and the e-Pharmacy Services meet Client’s requirements, is error-free, or virus-free; or (b) any information transmitted over the Internet is totally secure.

6.2    Neither party shall be liable to each other or any other party for any damages, loss, cost or expense, including for indirect, incidental, consequential, special, exemplary, and punitive damages, and whether such claim is based on breach of warranty, contract, tort (including negligence) or otherwise suffered by it or any other party as a result of (a) an action brought by a third party, even if such loss was reasonably foreseeable; (b) reliance on or use of the Platform and the e-Pharmacy Services, or the accuracy, correctness or completeness thereof; or (c) any error, interruption or other occurrence arising out of any form of communications or other facilities not covered under this Agreement. If, notwithstanding the foregoing, either party incurs any liability which cannot be excluded by law, such party’s aggregate liability, whether in contract, warranty, tort (including negligence), strict liability or other theory, arising out of or relating to the use of the Platform and the e-Pharmacy Services shall not exceed the compensation payable in respect of the transaction that is the subject matter of any claim.

7.      Terms and Termination

7.1    This Agreement takes effect when Client signs this Agreement, and continues in effect until terminated by:

  1. either party upon serving 30 days’ prior notice on the other Party; or
  2. either party (“Non-Defaulting Party”) may immediately terminate this Agreement at any time by written notice to the other party (“Defaulting Party”) if the Defaulting Party:
    1. commits a breach of or is in default under any of the terms of this Agreement and that breach and default, if capable of being remedied, is not remedied within 30 days after receipt of written notice from the Non-Defaulting Party, specifying the breach or default and requiring that the breach or default be remedied;
    2. passes a resolution for winding up or liquidation, becomes insolvent or is placed under receivership or liquidation (voluntarily or compulsory) or is subject to the appointment of a receiver or judicial manager or makes an assignment of all or a major part of its assets for its creditors’ benefit.

7.2    Upon termination of this Agreement, the Master Account shall automatically terminate, and Client, its Prescribing Doctors and authorised clinic assistants shall no longer be able to access the Platform or use the e-Pharmacy Services.

8.      Confidentiality

8.1     Each party agrees to maintain as confidential and shall not disclose to any third party any Confidential Information, and shall not use any Confidential Information other than in connection with the performance of its obligations under this Agreement. The term “Confidential Information” means any information which relates in any way to the business or affairs of either party, including the terms of, and discussions between them relating to, this Agreement, but excludes information in the public domain other than by a breach of confidentiality obligations owed to the disclosing party. The duty of confidentiality under this Clause shall not apply to information which (a) is lawfully in the possession of a party prior to such disclosure and which was not acquired subject to a confidentiality obligation; (b) is required to be disclosed by reason of law or applicable regulatory requirements; or (c) is required to be disclosed to a party’s professional advisors to the extent necessary to enable such party to perform its obligations under this Agreement.

8.2     Each party further agrees that the other may use and provide to third parties drug and related medical data obtained by it in performing this Agreement for research, cost analysis, cost comparison, or other business purposes as long as individual Eligible Patients cannot be identified by such information, and such use is in accordance with applicable laws of Singapore.

8.3     The obligations under this Clause shall survive the termination of this Agreement for any reason.

 

9.       General Terms

9.1    If either PMP or Client is unable to carry out the whole or any part of its obligations under this Agreement for any reason beyond its control, including but not limited to decrees or restraints by governmental authorities, acts of God, strikes, war, fire, flood, riot and any other causes of such nature, the performance of the obligations hereunder of such party or all the parties, as the case may be, and as they are affected by such cause, shall be excused during the continuance of any inability so caused, but such inability shall as far as possible be remedied with all reasonable despatch.

9.2     Each party shall bear its own costs and expenses incurred in connection with the preparation and execution of this Agreement.

9.3     This Agreement (including the Prescription and any terms, guidelines and policies on the use of the Platform and the e-Pharmacy services) shall constitute the entire agreement between the parties hereto with respect to the subject matters of this Agreement, and supersede all prior or contemporaneous proposals, agreements and communications (written or oral, express or implied) entered into between them in respect of the subject matters dealt with in it.

9.4     If any provision of this Agreement is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired as a result.

9.5     No failure or delay by either party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same, nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege.

9.6     A person who is not a party hereto has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any provisions of this Agreement.

9.7     This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

9.8     This Agreement is governed by and to be construed in accordance with the laws of Singapore and the parties hereto agree to submit to the exclusive jurisdiction of the Courts of Singapore.