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1. Alliance Healthcare agrees to provide the Rebate to the Customer in return for various obligations on the part of the Customer (such obligations as are more particularly set out in Schedule 1 to this Agreement).
2. The Customer agrees to comply with the terms of this Agreement in relation to the Participating Pharmacies.
3. The terms of this Agreement are supplemental to the Terms and Conditions. Alliance Healthcare will deal with your information in accordance with these terms. In the event of a conflict between the Terms and Conditions and this Agreement, the terms of this Agreement shall prevail.

1. Alliance Healthcare will pay the Rebate to the Customer on its purchases of those Approved Brands utilised for fulfilling NHS prescriptions dispensed to retail customers in accordance with the Dispensary Formulary during the term of this Agreement. The value of the Rebate will be based on the terms Alliance Healthcare has negotiated from time to time with suppliers of the Approved Brands, or their intermediaries. Such terms between Alliance Healthcare and a supplier are confidential and the Customer acknowledges the details of such terms will not be disclosed to the Customer. The Rebate will be adjusted by Alliance Healthcare to take into account the Customer’s recent history of prescribing levels and brand, generic and unapproved brand pricing, by such amount as Alliance Healthcare deems appropriate in its absolute discretion and Alliance Healthcare reserves the right to withhold payment of the Rebate in part or in full if after the Customer has sold through its existing stockholding as in place on the Effective Date of this Agreement, the Customer has not complied with the Dispensary Formulary in respect of at least 90% of NHS prescriptions for retail customers in any period where an Approved Brand may have been dispensed. In the event that an Approved Brand is temporarily unavailable, such unavailability will be taken into account by Alliance Healthcare when monitoring and assessing the Customer’s compliance.
2. Alliance Healthcare will account to the Customer for the Rebate each month during the term of this Agreement with accounting statements containing details of quantities of Approved Brands purchased and amount of total Rebate due for the month.
3. The Customer’s existing stock at commencement of this Agreement will not qualify for Rebate. Any stock remaining with the Customer on termination of this Agreement will be adjusted retrospectively so as to grant the Customer the Rebate only for stock utilised for fulfilling NHS prescriptions dispensed to retail customers in accordance with the Dispensary Formulary, prior to the date of termination of this Agreement.
4. Alliance Healthcare will at all times maintain the Dispensary Formulary, and make it freely available to the Customer.
5. Alliance Healthcare reserves the right to add or remove Approved Brands to the current Dispensary Formulary at any time, and whilst it will give the Customer, whenever possible, four weeks’ notice of such changes or of a requirement to substitute a new Approved Brand, the Customer acknowledges that such changes may be outside Alliance Healthcare’s control.

1. This Agreement will take effect on the Effective Date and subject to clause 4.2 will continue in force for twelve calendar months from the Effective Date. Thereafter, subject to clause 4.2, it will continue in force until terminated by Alliance Healthcare for any reason upon one month’s prior written notice of termination or by the Customer for any reason upon one months prior written notice such notice to take effect on the last day of the relevant calendar month.
2. Without prejudice to any other rights to which it may be entitled, Alliance Healthcare may give notice in writing to the Customer terminating this Agreement with immediate effect if:

• 4.2.1 the Customer commits a persistent breach of any of the terms of this Agreement or commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of being notified of the breach. For the avoidance of doubt, failure by a Customer to comply at least 90% with the Dispensary Formulary pursuant to clause 3.1 above in any three calendar months in a Compliance Period constitutes an irremediable material breach; 
• 4.2.2 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or 
• 4.2.3 the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; 
• 4.2.4 if the Customer ceases to practice as a pharmacist or (where the Customer is a company) ceases to employ a registered superintendent pharmacist; 
• 4.2.5 there is any change in the beneficial ownership or of the de facto control of the Customer and in such circumstances any and all Rebate paid by Alliance Healthcare since the effective date of such change in the beneficial ownership or de facto control shall be repaid to Alliance Healthcare forthwith. 

1. Expiry or termination of this Agreement will be without prejudice to the rights of indemnity contained in this Agreement and to the accrued rights of the parties.
2. Subject to the provisions of clause 5.1, the effect of expiry or termination of this Agreement will be that: 

• 5.2.1 no further sums (other than payments for Rebate already due subject to Alliance Healthcare’s right to withhold payment of Rebate pursuant to clause 3.1 and schedule 1 clause 2 (d)) will be paid to the Customer; 
• 5.2.2 the Customer will cease all use of materials and documents which may have been supplied by Alliance Healthcare for the purpose of this Agreement and the Customer shall return all such materials and documents to Alliance Healthcare forthwith; 
• 5.2.3 the Customer will continue to be bound by the confidentiality obligations contained in this Agreement; 
• 5.2.4 the obligations of Alliance Healthcare and the Customer set out in this Agreement (other than the confidentiality obligations) will cease.

1. Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep strictly confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party any Confidential Information unless such information is public knowledge or already known to that party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of that party from a third party. 
2. To the extent necessary to implement the provisions of this Agreement, each party may disclose the Confidential Information to those of its employees as may be reasonably necessary or desirable provided that before any such disclosure the Customer shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them. 

The Customer will indemnify and keep Alliance Healthcare indemnified against all losses, damages, claims and expenses (including without limitation legal and other professional expenses) arising directly or indirectly out of any breach by the Customer of the terms of this Agreement, negligence or wilful default, or arising out of the death of or injury to any person to the extent that such death or injury is as a result of any negligence, breach of contract or any other wrongful act or default on the part of the Customer, its employees, agents, representatives or contractors. 

8.1 Where more than one person has signed this Agreement their liability, obligations, agreements, warranties and indemnities shall be joint and several.

8.2 This Agreement is personal to the Customer, who or which may not without the written consent of Alliance Healthcare, assign, transfer, mortgage, charge or dispose of any of its rights under it, or sub-contract or otherwise delegate any of the Customer’s obligations. 

8.3 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent, or employer and employee, between the parties. 

8.4 Alliance Healthcare shall have the unfettered right to assign its interest in this Agreement to any affiliate company of Alliance Healthcare. 

8.5 This Agreement contains the entire agreement between Alliance Healthcare and the Customer with respect to the provision of the Rebate, and supersedes all previous agreements and understandings concerning the Rebate. It may not be modified except by a written amendment, signed by a duly authorised representative of Alliance Healthcare. 

8.6 The Schedules attached to this Agreement form part of this Agreement. In the event of any conflict between the Schedules and the operative terms of this Agreement, the operative terms of this Agreement will prevail. 

8.7 The Customer acknowledges that this Agreement is not entered into on the basis of or in reliance on, anything not expressly contained in this Agreement. The Customer further acknowledges that Alliance Healthcare does not guarantee that the Customer will receive a minimum or guaranteed amount of Rebate during the term of this Agreement. All conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 8.8 If any provision or part-provision of this Agreement is held by any court, or other competent authority, to be invalid, illegal, void or unenforceable in whole or part, or if any government agency or relevant professional body requires any amendment to its terms, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

8.9 Failure or delay by Alliance Healthcare in enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement. Any waiver by Alliance Healthcare of any breach of, or any default under, any provision of this Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

8.10 The parties do not intend that any term of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

8.11 All communications between the parties about this Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission:

• 8.11.1 in case of communications to Alliance Healthcare to its head office or such changed address as shall be notified to the Customer by Alliance Healthcare;
• 8.11.2 in case of communications with the Customer to its registered office address (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of this Agreement or such other address as shall be notified to Alliance Healthcare by the Customer. 

8.12 Communications shall be deemed to have been received:- 

• 8.12.1 if sent by pre-paid first class post, 2 working days after posting (exclusive of the day of posting); 
• 8.12.2 if delivered by hand, on the day of delivery so long as delivery occurs on a normal working day during normal working hours; 
• 8.12.3 if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.

8.13 Communications addressed to Alliance Healthcare shall be marked for the attention of the Pharmacy One manager.

8.14 This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the Courts in England and Wales. 

9.1 The details, including personal information, in this form are solely used to facilitate the Brand Equalisation offer. 

9.2 The data will be shared with PMR providers and manufacturers in accordance with that agreement as required in order to facilitate the offer. 

9.3 These details will be retained in accordance with UK Law for 6 years after the termination of the Brand Equalisation agreement.

9.4 More information can be found at alliance-healthcare.co.uk/privacy-and-security.

(a) The Customer confirms that it already holds a licence for an Approved IT System and agrees to use only the Approved IT System for maintenance of the PMR and recording and storing the Data. The Customer will provide all access required by Alliance Healthcare in order for Alliance Healthcare to verify that such an IT system meets all criteria in order to qualify as an Approved IT System. 

(b) The Customer grants Alliance Healthcare from the Effective Date the right of extraction of Data from the Customer’s Approved IT System. Every day of each week at a time mutually agreed with the Customer, the Customer will run the Extraction Procedure and will, at Alliance Healthcare’s election, either provide the Data to Alliance Healthcare on computer disk or permit Alliance Healthcare to access the Approved IT System via remote link for purposes of Data download. The Customer acknowledges that timely delivery is essential to Alliance Healthcare. In the event of delay in delivery of the Data for whatever reason the Customer will contact Alliance Healthcare by telephone and comply with all reasonable instructions from Alliance Healthcare. 

(c) The customer agrees to maintain accuracy and correct formatting of data at all times and not to allow any of the data to be corrupted or changed. 

(d) The Customer acknowledges that the Data will be used by Alliance Healthcare for verifying compliance by the Customer of its obligations under this Agreement and Alliance Healthcare reserves the right to withhold payment of the Rebate in the event that Data is not properly provided by the Customer in accordance with this clause.

(e) The Customer agrees to maintain a stable telephone line connection to the Approved IT System at its own cost (Alliance Healthcare paying all call charges when dialling in for Data download). 

(f) The Customer and Alliance Healthcare will each maintain registration with the Registrar for Data Protection to cover all their respective uses of the Data, and will comply with the Data Protection Act 1998 and the Computer Misuse Act 1990 as amended.