Terms and Conditions

Last updated: 15 June 2026

A1. About Us

These terms and conditions (the “Terms”) govern your use of our platforms and the services we provide through them. Our platforms are: (a) the Charac platform — our website at charac.co.uk and our Charac web and smartphone apps; and (b) Pro Delivery Manager (“PDM”) — our website at prodeliverymanager.com and our PDM web and smartphone apps. In these Terms, the “Site”, the “App” and “our Platform” mean whichever of these platforms you access or use, together with the Services and Products (as defined below) made available through them. The Charac platform connects patients with pharmacies and supports the delivery of pharmacy and healthcare services. PDM is order, fulfilment and delivery management software used both by pharmacies and by other businesses. Some provisions of these Terms apply only where you use our Platform to provide pharmacy or healthcare services; section A2 sets out which provisions apply to you. We are Charac Ltd, a company registered in England and Wales with company number 12504326 and our registered office at 6 Mendip Way, Corby, Northamptonshire, United Kingdom, NN18 8GJ (“we” or “us”). Charac is a technology company. We provide a digital platform that connects patients with pharmacies and their staff (referred to in these Terms as “Pharmacy Users”). We are not a healthcare provider, do not employ medical professionals in a clinical capacity, and do not provide medical advice, diagnosis, or treatment of any kind. All healthcare services accessed through our Platform are provided by the relevant Pharmacy and its Pharmacy Users, not by Charac. We own and operate a digital platform that facilitates your access to selected pharmacies that are registered with the General Pharmaceutical Council (“GPhC”), who have signed up to our service (each a “Pharmacy” and together the “Pharmacies”), to enable you to book certain clinical services through the Platform which are made available and provided by the Pharmacy or Pharmacies for which you have registered on our Platform. We may also facilitate the ordering of certain pharmaceutical products (“Products”) via the Platform, which are dispensed and supplied directly by the relevant Pharmacy. We are not a pharmacy, nor are we regulated by the GPhC. We do not dispense, sell, or supply Products, nor do we provide pharmacy services. Pharmacy services are provided solely by the relevant Pharmacy under its own regulatory obligations and clinical governance arrangements. Please read these Terms carefully. By using or accessing our Platform, or by creating a Patient Account or Pharmacy Account, or by logging in to the Platform as a Pharmacy User, you confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not use our Platform.

A2. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

• “Patient” means any individual who creates a Patient Account on the Platform to access Pharmacy Services and/or Products.
• “Pharmacy” means a pharmacy registered with the GPhC that has entered into an agreement with Charac to provide services and/or products through the Platform.
• “Pro Delivery Manager” or “PDM” means our order, fulfilment and delivery management product, including the website at prodeliverymanager.com and the associated web and smartphone apps.
• “Customer” means the pharmacy, business or other organisation that registers for, or enters into an agreement with Charac to use, the Services, whether or not it is a Pharmacy. A Pharmacy is one type of Customer.
• “Customer Personal Data” means personal data that Charac processes as a processor on behalf of a Customer in connection with the Customer’s use of the Platform.
• “Pharmacy Services” means any clinical or professional services offered by a Pharmacy through the Platform.
• “Products” means any pharmaceutical products offered for sale by a Pharmacy through the Platform.
• “Services” means the technology services provided by Charac via the Platform, including facilitating access to Pharmacies, Pharmacy Services, and Products.
• “Patient Account” means an account created by a Patient on the Platform.
• “Pharmacy Account” means an account created by or on behalf of a Pharmacy on the Platform.
• “Pharmacy User” means any individual who holds a login to the Platform on behalf of a Pharmacy, including but not limited to pharmacists, clinicians, dispensers, healthcare assistants, pharmacy technicians, administrative staff, and any other staff member granted access to the Platform by the Pharmacy.
• “Health Content” means any health-related articles, blogs, guides, educational materials, or other content published on the Platform by or on behalf of Pharmacies or third parties.

References to “you” and “your” mean the individual or entity accessing or using the Platform, whether as a Patient, a Pharmacy, or a Pharmacy User. Where a term applies specifically to one group, this is stated expressly. Which of these Terms apply to you Not all of these Terms apply to every Customer. In summary:

• Part A (General Terms) and Part D (Data Processing Addendum) apply to all Customers and users.
• Part B (Patient Terms) applies to Patients using the Charac patient-facing services.
• Part C (Pharmacy Terms) applies to Pharmacies and Pharmacy Users, except that sections C13 (Data Protection Relationship), the general security measures in C14, C16 (Service Availability) and C17 (Data Extraction and Deletion) apply to all Customers.
• Provisions concerning pharmacy regulation, NHS data, or clinical or healthcare matters — including Part B, the pharmacy-specific obligations in Part C, the NHS DSPT provisions in C14, and the clinical safety provisions in C15 — apply only where you use the Platform to provide pharmacy or healthcare services. They do not apply to Customers using the Platform solely for non-healthcare purposes.
• Where you are a Customer that is not a Pharmacy, references in Parts C and D to “the Pharmacy” and “Pharmacy Personal Data” are to be read as references to “the Customer” and “Customer Personal Data” respectively.

A3. Platform Role and Medical Advice Disclaimer

Charac provides a technology platform only. Our role is limited to providing and maintaining the digital infrastructure that connects Patients with Pharmacies and their staff (Pharmacy Users) and facilitates access to Pharmacy Services, Products, and Health Content. Charac does not provide medical advice, clinical recommendations, diagnosis, or treatment. No information, content, or communication provided by Charac or displayed on the Platform (other than content expressly attributed to a named Pharmacy or healthcare professional) should be interpreted as medical advice. If you are a Patient and have any medical query, whether routine or urgent, you must contact your GP, pharmacist, or other qualified healthcare professional directly. In an emergency, call 999 or attend your nearest Accident and Emergency department. NHS 111 is also available for urgent non-emergency advice. Charac’s customer support team is available to assist with technical issues relating to the Platform only. We are not able to respond to medical or clinical queries under any circumstances, and any such queries received will be redirected to the appropriate healthcare professional. By using the Platform to access Pharmacy Services delivered remotely, you acknowledge the inherent risks of telehealth, including but not limited to: (i) transmitted information (such as images or video) may be of insufficient quality to support clinical decision-making; (ii) delays in evaluation or treatment may occur due to failures of electronic equipment or connectivity; (iii) where you decline to share, or your Pharmacy is unable to access, your relevant medical records, there is an increased risk of adverse interactions, allergic reactions, or other clinical errors; and (iv) although the Platform employs network and software security measures, no system is wholly immune to security incidents. You accept these risks as a condition of using remote Pharmacy Services through the Platform.

A4. Access to Our Platform

Access to our Platform is permitted on a temporary basis. We reserve the right to withdraw or amend the service we provide on our Platform without notice. We will not be liable if for any reason our Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of our Platform, or our entire Platform. If you choose, or you are provided with, a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. You are responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms and that they comply with them. We may use your personal data in connection with the administration and management of your account and may pass your information to third parties as described in our Privacy Policy.

A5. Availability of Services

Our Platform and the Services are only available for service users who are domiciled in the UK. The Services are not available to service users who are located outside of the UK. Accessing our Platform or Services from jurisdictions where our Platform content is illegal, or where we do not offer the Services, is prohibited.

A6. Privacy

You agree that all personal information which is provided by you in connection with the Services, the Products and our Platform shall be governed by our Privacy Policy (available at charac.co.uk/privacy-policy), which is hereby incorporated and made a part of these Terms by reference.

A7. Electronic Communications

When you visit our Platform, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail, via the Platform, or by posting notices on our Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

A8. Intellectual Property and Ownership

All pages within our Platform and any material that is made available for download are the property of us, or our licensors or suppliers, as applicable. Our Platform is protected by applicable national and international copyright and trademark laws. Subject to these Terms and the payment of all applicable fees, we grant you a revocable, non-transferable (except as provided below), personal, non-exclusive licence to use the object code version of the Site. All rights that are not expressly granted to you in these Terms are reserved and retained by us or our licensors, suppliers, publishers, rights holders, or other content providers. Neither our Platform and Services, nor any part of our Platform and Services, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of ours without our express written consent. You may not use any meta tags or any other “hidden text” utilising our name or trademarks without our express written consent. You shall not modify, translate, adapt, reformat, decompile, disassemble, reverse engineer, or create derivate works of any of our copyrighted material or proprietary information. You shall not use any robot, spider, scraper, or other unauthorised automated means to access our Platform for any purpose. Nothing contained on our Platform should be construed as granting, by implication, estoppel, waiver, or otherwise, any licence or right to use any trademark, service mark, or logo that is displayed on our Platform without the written grant thereof by us, or the third party owner of such trademark, service mark, or logo. Copyright © Charac Limited. All rights reserved. All trademarks, logos, and service marks that are displayed on our Platform are our property or the property of other third parties. You are not permitted to use these without our prior written consent or the consent of such third party which may own the relevant mark.

A9. Links to Other Sites

Our Platform may contain links to third party websites. We have no control over the contents of those sites or resources. We accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any third party websites linked from our Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. You may link to our Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice.

A10. Accuracy of Information

We attempt to be as accurate as possible. However, we do not warrant that the descriptions of the Pharmacy Services, Products, or other content available on our Platform are accurate, complete, reliable, current, or error-free. From time to time there may be information on our Platform that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We are not responsible for any content provided by third parties (including Pharmacies and pharmaceutical companies) that is displayed on the Platform. The accuracy and regulatory compliance of such content is the sole responsibility of the party that provided it.

A11. Disclaimer of Warranties

We do not warrant that access to or use of our Platform will be uninterrupted or error-free or that defects in our Platform will be corrected. Our Platform, including any content or information contained within it or any platform-related service, is provided “as is”, with no representation or warranty of any kind, either express or implied. You assume total responsibility and risk for your use of our Platform, platform-related services, and linked websites. You are responsible for implementing procedures that are sufficient to satisfy your needs for data backup and security. Warranties relating to Products or Pharmacy Services which are offered, sold, and distributed via our Platform are subject to separate warranty terms and conditions, if any, provided by us or third parties (including your Pharmacy) with or in connection with the applicable Products or Pharmacy Services. You acknowledge and understand that the use or misuse of the Products that are obtained through the use of our Platform is your sole responsibility. You are advised to seek the advice of a pharmacist or other medical professional before using any Products.

A12. Limitation of Liability

To the fullest extent permissible by applicable law, we, our officers, directors, employees, agents, and any third-party information providers, licensors, suppliers, or contractors shall not be liable for any loss, costs, damage, or liability of any kind, including without limitation any direct, indirect, special, punitive, incidental, or consequential damages arising out of, in connection with, or relating to:

• your use of, or inability to use, our Platform;
• any content made available via the Platform;
• any Products or Pharmacy Services obtained through the Platform;
• any action taken in connection with an investigation by us or law enforcement authorities regarding your use of the Platform;
• unauthorised access to or alteration of your transmissions or data;
• any other matter relating to the Platform.

In no event shall our total aggregate liability for claims arising from or relating to your use of the Platform exceed the greater of (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one thousand pounds (£1,000). Nothing in these Terms shall exclude or limit our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other matter for which it would be illegal for us to exclude or limit our liability.

A13. No Third Party Rights

These Terms are for the benefit of and are binding on you and us. No other person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

A14. Assignment

We may assign, transfer, sub-contract, or otherwise deal with our rights and/or obligations under these Terms without your prior written consent. You may not assign, transfer, sub-contract, or otherwise deal with your rights and/or obligations under these Terms without our prior written consent.

A15. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales.

A16. Dispute Resolution

If you have a complaint, please contact us using the details set out in the “How to Contact Us” section of these Terms. We will endeavour to resolve any complaint as quickly as possible. If a dispute arises out of or in connection with these Terms or the use of our Platform, you and we shall first attempt in good faith to settle the dispute through negotiation. If the dispute is not settled within thirty (30) days, the parties shall submit the dispute to the exclusive jurisdiction of the courts of England and Wales.

A17. Force Majeure

We shall not be liable for any delay or failure to perform our obligations under these Terms if such delay or failure results from circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, pandemic, epidemic, civil unrest, acts of terrorism, strikes, labour disputes, government restrictions, internet failures, or power failures.

A18. Termination

We may terminate or suspend your access to our Platform and Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use our Platform will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including without limitation ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

A19. Indemnification

You agree to defend, indemnify, and hold harmless Charac Ltd, its officers, directors, employees, agents, licensors, and suppliers from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from:

• your violation of these Terms;
• your use of our Platform and Services;
• any content you submit, post, or transmit through the Platform;
• your violation of any law or the rights of any third party.

A20. Revisions of the Terms

These Terms are a living document. We may revise, update, or amend these Terms at any time and without prior notice to reflect changes in our services, applicable law, or business practices. Changes will become effective immediately upon being posted on the Platform. It is your responsibility to review these Terms regularly to ensure you are aware of any changes. We recommend checking this page each time you access the Platform. The date these Terms were last revised is clearly identified at the top of this document. By continuing to access or use the Platform after any revisions have been posted, you confirm your acceptance of the updated Terms. If you do not agree with any changes, you must immediately stop using the Platform and, if applicable, delete or deactivate your account. Charac accepts no responsibility for any failure by you to review the latest version of these Terms. Your continued use of the Platform constitutes your binding acceptance of the Terms as they stand at the time of use, regardless of whether you have read them.

A21. General

In the event that any of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. These Terms constitute the entire agreement between us regarding the subject matter hereof. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages within our Platform.

A22. How to Contact Us

If you have any questions about these Terms, please contact us by:

• Email: support@charac.co.uk
• Address: 6 Mendip Way, Corby, Northamptonshire, NN18 8GJ

If you have a complaint, you may also write to us at the above address marking your correspondence for the attention of the Legal Team.

B1. Introduction

This Part B sets out additional terms and conditions that apply specifically to you if you are a Patient using the Platform to access Pharmacy Services, Products, or Health Content. These terms are in addition to the General Terms set out in Part A, which also apply to you. In the event of any conflict between Part A and Part B, Part B shall take precedence for Patient-related matters. These Terms are updated regularly. It is your responsibility to review them each time you use the Platform. Please see Section A20 for full details.

B2. Services

Our Platform provides you with access to selected Pharmacies to enable you to:

• book and manage appointments for clinical services provided by your Pharmacy;
• order and purchase Products dispensed and supplied by your Pharmacy;
• receive communications from your Pharmacy regarding your care and services;
• access Health Content published on the Platform.

The Pharmacy Services are provided by the relevant Pharmacy, not by Charac. We facilitate your access to these services through the Platform. The nature, scope, and availability of Pharmacy Services may vary between Pharmacies. We reserve the right to make changes to the Services, Pharmacy Services, Products, pricing, and availability at any time without notice. Any advice or recommendations provided through the Platform in connection with Pharmacy Services or Products are provided by the relevant Pharmacy or its qualified pharmacists and healthcare professionals, and not by Charac.

B3. Patient Account Registration and Eligibility

To use certain features of the Platform, you must create a Patient Account. When creating your account, you agree that:

• you are at least 18 years of age;
• all information you provide is accurate, complete, and up to date;
• you will maintain the security of your account credentials and not share them with any third party;
• you will notify us immediately of any unauthorised use of your account;
• you are responsible for all activity that occurs under your account.

We reserve the right to refuse registration, suspend, or terminate any Patient Account at our sole discretion if we believe you have breached these Terms.

B4. Ordering and Purchasing Pharmacy Services

Charac is not the seller, supplier, or shipper of any Product or Pharmacy Service. All Products and Pharmacy Services made available through the Platform are sold, supplied, dispatched, and provided directly by the relevant Pharmacy. Charac operates the Platform and, where applicable, collects payment from you as agent on behalf of the relevant Pharmacy; any payment you make through the Platform discharges your obligation to the Pharmacy to that extent. Your contract for the supply of any Product or Pharmacy Service is with the Pharmacy, not with Charac.

B4.1 Subscriptions

If you purchase a subscription with your Pharmacy in relation to certain Pharmacy Services and Products, your subscription is with the Pharmacy (not Charac). Such subscriptions are continuous and will be automatically renewed at the end of the applicable subscription period, unless you pause your subscription before the end of the then-current subscription period by clicking pause in your patient profile. The price for your subscription may change from time to time and, in such circumstances, we will use reasonable endeavours to communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Pharmacy Services or to accept the Products after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing prior to the price change taking effect.

B4.2 Typographical Errors

In the event any information (including any pricing of Products and Pharmacy Services) on our Platform is inaccurate due to typographical error, we shall have the right to refuse or cancel any orders placed for Products or Pharmacy Services listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your payment method charged. If your payment method has already been charged for the purchase and your order is cancelled, we shall promptly issue a credit to your payment method account in the amount of the charge.

B4.3 Payments

All payments are processed through our third-party payment processor. Where Charac collects payment from you in connection with a Product or Pharmacy Service, Charac does so as agent on behalf of the relevant Pharmacy. By placing an order, you represent and warrant that:

• any payment information that you supply is true, correct, and complete;
• charges incurred by you will be honoured by the relevant institution;
• you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes; and
• you are the person in whose name the payment method was issued and you are authorised to make a purchase or other transaction with the relevant payment method.

You will be given the option to add several payment methods to your Patient Account as payment options, with one of them as your default option. If payment from your default option is not authorised or fails, we will automatically attempt to take payment from one of the other payment methods that you have registered with your Patient Account.

B4.4 Recurring Charges

You agree and authorise the payment method to be billed automatically for the Pharmacy Services and Products, according to the published pricing on our Platform, which is subject to change at any time.

B4.5 Refunds

Pharmacy Services and Products purchased through the Platform are sold and provided by the relevant Pharmacy. Refund entitlements depend on the nature of the service or product and the applicable consumer protection laws, and any refund is funded by, and at the discretion of, the relevant Pharmacy. Refund requests may be submitted through the Platform; where they are, Charac processes such requests as agent on behalf of the Pharmacy and does not fund refunds out of its own resources. If you are dissatisfied with a Pharmacy Service or Product, please contact the relevant Pharmacy in the first instance. If you are unable to resolve the matter with the Pharmacy, you may contact us for assistance.

B5. Consent to Receive Communications

By creating a Patient Account, you consent to receive communications from us and from your Pharmacy by electronic means, including email, SMS text messages, push notifications, and in-app messages. These communications may include:

• appointment reminders and confirmations;
• prescription and order notifications;
• service updates and Platform notifications;
• health and wellbeing content (see Section B6 below).

You can manage your communication preferences through your Patient Account settings at any time. If you opt out of certain communications, please be aware that this may affect the services available to you. You consent to any telephone call or video consultation being recorded for quality assurance and training purposes. The recording will be stored in accordance with our Privacy Policy.

B6. Health Content and Sponsored Material

Our Platform may display Health Content, including health and wellbeing articles, blogs, guides, and educational materials. This content is provided by Pharmacies, pharmaceutical companies, or other qualified third parties — not by Charac. Some Health Content may be sponsored by or produced on behalf of pharmaceutical companies or other third parties. Where content is sponsored, this will be clearly indicated. Health Content is provided for general informational and educational purposes only. It does not constitute medical advice, diagnosis, or treatment. You should not rely on Health Content as a substitute for professional medical advice. Always consult your GP, pharmacist, or other qualified healthcare professional before making any healthcare decisions. Charac does not review, verify, or endorse the clinical accuracy of Health Content published by Pharmacies or third parties. The accuracy, suitability, and regulatory compliance of Health Content is the sole responsibility of the party that provided it.

B7. User Information and Conduct

You agree not to:

• access our Platform or use the Services in any unlawful way or for any unlawful purpose;
• post or transmit any message under a false name or any data, materials, content, or information which is libellous, defamatory, obscene, fraudulent, false, or contrary to the ownership of intellectual property rights of any other person;
• post or transmit any content that contains or promotes any virus, worm, Trojan horse, malware, or other computer code designed to interrupt, destroy, or limit the functionality of any computer resource;
• use our Platform to send unsolicited email, telephone calls, mailings, or any other method of communication;
• reproduce, duplicate, copy, sell, resell, or exploit any part of the Platform without our express written consent.

You represent and warrant that you have the legal right and authorisation to provide all information to us and your Pharmacy for use as set forth herein. You agree that information provided by you in connection with the Services and our Platform shall be governed by our Privacy Policy.

B8. Prescription Policy

B8.1 We do not endorse any specific Prescription-Only Medicine (a “POM Product”). B8.2 If a POM Product is prescribed for you by your GP or a pharmacist independent prescriber who is employed or engaged by your Pharmacy, he or she will limit its supply based on relevant law and guidance and will only prescribe a POM Product as determined in his or her own clinical discretion and professional judgement. B8.3 We give no guarantee that any prescription that you order via our Platform will be issued to you. B8.4 We reserve the right to deny you access to the Pharmacy Services and the Products if your GP or Pharmacy considers, in its sole clinical discretion, that there is actual or potential misuse of the Pharmacy Services or the Products. B8.5 You acknowledge and agree that any prescriptions you acquire from your Pharmacy which you have ordered via our Platform will be solely for your personal use. B8.6 You agree to fully and carefully read all Product information and labels provided to you, and to contact your GP or Pharmacy if you have any questions regarding the prescription.

C1. Introduction

This Part C sets out additional terms and conditions that apply specifically to you if you are a Pharmacy User — that is, any individual who holds a login to the Platform on behalf of a Pharmacy. This includes, but is not limited to, pharmacists, clinicians, dispensers, healthcare assistants, pharmacy technicians, and administrative or support staff. If you have been granted access to the Platform by a Pharmacy, these terms apply to you regardless of your role within the Pharmacy. These terms are in addition to the General Terms set out in Part A, which also apply to you. In the event of any conflict between Part A and Part C, Part C shall take precedence for Pharmacy-related matters. Where these terms refer to obligations of the “Pharmacy”, these obligations are binding on the Pharmacy as an organisation and on each Pharmacy User individually to the extent relevant to their role and access. These Terms are updated regularly. It is your responsibility to review them each time you use the Platform. Please see Section A20 for full details.

C2. Pharmacy Obligations

As a Pharmacy and as individual Pharmacy Users, you acknowledge and agree that:

• you are solely responsible for all clinical services, advice, and Products provided to Patients through the Platform;
• you are and shall remain registered with the GPhC and shall comply with all applicable laws, regulations, and professional standards governing the provision of pharmacy services in the United Kingdom;
• you shall verify and maintain the current GPhC (or PSNI, as applicable) registration of each Pharmacy User who uses clinical features of the Platform, and shall notify Charac promptly (and in any event within five (5) business days) if any Pharmacy User is suspended, removed, or otherwise becomes subject to fitness-to-practise proceedings by the GPhC, PSNI, or other relevant regulatory body;
• you shall ensure that all Pharmacy Services and Products offered through the Platform are provided by suitably qualified and registered professionals;
• you shall maintain adequate professional indemnity insurance in respect of the services you provide through the Platform;
• you shall keep all Patient information confidential and handle personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018;
• you shall not hold Charac liable for any clinical decisions, treatment outcomes, or adverse events arising from the Pharmacy Services or Products you provide.

Charac’s role is limited to providing and maintaining the technology platform. We do not supervise, direct, or control the clinical services provided by the Pharmacy. All clinical governance, regulatory compliance, and patient safety obligations remain with you.

C3. Communications Consent

By using the platform, you consent to Charac communicating directly with you digitally or otherwise including hosting of clinical and commercial communications through the platform. This includes sponsored content from 3rd parties including (but not limited to) Pharmaceutical companies. You may manage your communication preferences by contacting us at any time. However, certain communications relating to the operation of the Platform and your obligations under these Terms cannot be opted out of.

C4. Health Content and Sponsored Material Responsibilities

The Platform may be used to publish Health Content, including health and wellbeing articles, blogs, guides, and educational materials, on behalf of Pharmacies and third parties (including pharmaceutical companies). If you (as a Pharmacy or Pharmacy User) or any third party publishes Health Content through the Platform, you acknowledge and agree that:

• you are solely responsible for the accuracy, completeness, and clinical appropriateness of any Health Content you provide or approve for publication;
• all Health Content must comply with applicable laws, regulations, and industry codes, including (where relevant) the ABPI Code of Practice and PAGB guidelines;
• sponsored content must be clearly identified as such and must comply with the Committee of Advertising Practice (CAP) Code and all applicable advertising regulations;
• you shall not publish any Health Content that is misleading, inaccurate, or that could cause harm to Patients;
• Charac facilitates the distribution of Health Content through the Platform but does not review, endorse, or take responsibility for its clinical accuracy or regulatory compliance.

You agree to indemnify and hold Charac harmless from any claims, losses, or liabilities arising from Health Content that you provide or approve for publication on the Platform.

C5. Confidentiality

As a Pharmacy User, you may have access to confidential information through the Platform, including but not limited to Patient personal data, medical records, prescription information, clinical notes, and other sensitive health-related data. You agree to:

• treat all Patient information accessed through the Platform as strictly confidential;
• use Patient information only for the purposes for which it was provided and in connection with the delivery of Pharmacy Services;
• not disclose, copy, or share Patient information with any third party except as required by law, regulation, or professional duty;
• comply with all applicable confidentiality obligations under the common law duty of confidence, the NHS Confidentiality Code of Practice, and any professional standards set by the GPhC or other relevant regulatory body;
• immediately notify both the Pharmacy and Charac if you become aware of any actual or suspected breach of confidentiality or unauthorised access to Patient information.

These confidentiality obligations survive the termination of your access to the Platform and remain in effect indefinitely. Charac implements appropriate technical and organisational security measures to protect data processed through the Platform, but responsibility for the appropriate handling of Patient information by Pharmacy Users rests with the Pharmacy and its staff.

C6. Acceptable Use and Account Responsibility

Each Pharmacy User must have their own individual login credentials. Sharing login credentials between staff members is strictly prohibited. The Pharmacy is responsible for ensuring that each member of staff who accesses the Platform is provided with their own account. As a Pharmacy User, you agree to:

• keep your login credentials secure and not share them with any other person;
• log out of the Platform when your session is complete, particularly on shared or public devices;
• not attempt to access the account of any other Pharmacy User or Patient;
• not use the Platform for any purpose other than the delivery of Pharmacy Services and related administrative functions;
• not introduce any virus, malware, or other harmful code to the Platform;
• not attempt to circumvent, disable, or interfere with any security features of the Platform;
• notify Charac and your Pharmacy immediately if you suspect any unauthorised use of your account.

The Pharmacy is responsible for promptly deactivating the accounts of any staff members who leave the organisation or who no longer require access to the Platform. We reserve the right to suspend or terminate any Pharmacy User account at any time if we reasonably believe these acceptable use terms have been breached.

C7. Fees and Commercial Terms

Fees payable by the Pharmacy for use of the Platform and related services are as set out in the separate commercial agreement or order form entered into between the Pharmacy and Charac (the “Commercial Agreement”). Unless otherwise specified in the Commercial Agreement:

• all fees are exclusive of VAT, which shall be charged at the applicable rate;
• invoices are payable within thirty (30) days of the date of invoice;
• Charac reserves the right to suspend access to the Platform in the event of non-payment of any undisputed fees that remain outstanding for more than thirty (30) days after the due date;
• Charac may adjust fees from time to time. Any such changes will take effect once published on the Platform or otherwise made available to the Pharmacy through its account. It is the Pharmacy’s responsibility to monitor these Terms and the published pricing for changes. Continued use of the Platform after a change has taken effect constitutes acceptance of the revised fees.

In the event of any conflict between these Terms and the Commercial Agreement regarding fees and commercial matters, the Commercial Agreement shall take precedence.

C8. Content Licensing

Any content that you (as a Pharmacy or Pharmacy User) or any third party acting on your behalf uploads, submits, or publishes to the Platform (including but not limited to Health Content, text, images, branding, logos, and promotional materials) remains the intellectual property of the original owner. By uploading or publishing content to the Platform, you grant Charac a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, distribute, and store that content solely for the purpose of operating and providing the Platform and related services. This licence continues for as long as the content remains on the Platform and for a reasonable period thereafter to allow for archiving and backup. You represent and warrant that you have all necessary rights, licences, and permissions to publish the content on the Platform and to grant the licence described above. You shall not upload any content that infringes the intellectual property rights of any third party. Charac may remove any content from the Platform at any time and without notice if we reasonably believe it infringes third-party rights, breaches these Terms, or is otherwise inappropriate.

C9. SMS Messaging Services

If you use Charac’s SMS messaging features (whether via a SIM card or the Charac SMS Gateway) to send text messages to Patients, separate SMS Messaging Terms apply in addition to these Terms. The SMS Messaging Terms set out your obligations regarding the use of the messaging service, including permitted message types, compliance with data protection legislation, and acceptable sending practices. A copy of the SMS Messaging Terms is available on request and will be provided to you when you activate the messaging service. By activating or using the SMS messaging features, you confirm your acceptance of the SMS Messaging Terms. In the event of any conflict between these Terms and the SMS Messaging Terms regarding messaging-related matters, the SMS Messaging Terms shall take precedence.

C10. PGD and ePGD

Where an Electronic Patient Group Direction (“ePGD”) or Patient Group Direction (“PGD”) is made available to you, either directly or through a third party provider (including but not limited to ECG Training), the following terms apply: The PGD or ePGD is licensed to you for use solely in connection with the Pharmacy Services offered through the Platform and strictly in accordance with these Terms, any relevant clinical governance framework, and the requirements of the authorising body. You shall ensure that any pharmacist or healthcare professional who operates under a PGD or ePGD is appropriately qualified, competent, and authorised to do so, and that all use of the PGD or ePGD complies with the relevant legislation, including the Human Medicines Regulations 2012 (as amended). The PGD or ePGD must not be copied, shared, distributed, or made available to any third party without the prior written consent of the PGD or ePGD provider. In the event of termination of your agreement with us, or where instructed by the PGD or ePGD provider, you are required to immediately stop using the PGD or ePGD. Communication relating to PGD or ePGD matters will be by email and letter. In the event of a breach by you of any of your warranties, undertakings, and obligations relating to PGDs or ePGDs, neither the PGD/ePGD provider nor Charac shall be held liable for any loss of profits, loss of business, economic loss, medicines supply issues, or consequential loss, costs, damages, charges, or expenses however arising. PGD’s and ePGD’s are only valid if invoices are paid within 30 days. PGD and ePGD purchases are non-refundable. Before purchasing, you should verify your eligibility and complete any required training. No refund will be issued where you are subsequently unable to use, or choose not to use, a PGD or ePGD. A PGD or ePGD is valid only where the entire process, including patient bookings and clinical notes, is managed through the Charac Platform. Use of a PGD or ePGD outside the Platform invalidates the PGD or ePGD and constitutes a material breach of these Terms. PGDs and ePGDs may be operated only within premises registered with the General Pharmaceutical Council (GPhC), the Pharmaceutical Society of Northern Ireland (PSNI), or the Care Quality Commission (CQC), or at offsite locations that have been assessed and approved for that purpose, and only where the Pharmacy and each operating healthcare professional hold appropriate professional indemnity insurance covering the relevant clinical activity.

C11. Royal Mail Integration

Charac provides a technical integration with Royal Mail via an Application Programming Interface (“API”), enabling your system to connect with Royal Mail’s delivery and shipping services. Charac’s responsibility is strictly limited to maintaining the proper functionality of this integration and providing reasonable technical support relating to the connection between your system and Royal Mail’s platform. All aspects of the delivery service itself, including, but not limited to, shipment handling, collection, delivery times, parcel tracking, delays, loss, damage, or any delivery-related complaints, are solely the responsibility of Royal Mail. Charac has no control over and accepts no liability for these matters. Any service agreement, terms of use, or contractual arrangements governing the delivery service are between you and Royal Mail. Charac is not a party to, nor a guarantor of, any such agreements. Charac shall not be liable for any direct, indirect, incidental, consequential, or special losses or damages arising from or related to the performance, non-performance, or disruption of Royal Mail’s delivery services, including delays, lost parcels, or service suspensions. You acknowledge that Royal Mail may change, restrict, or discontinue certain services at any time, and Charac shall not be held responsible for any such changes. Charac will make reasonable efforts to update its integration in response to changes to Royal Mail’s API but does not guarantee uninterrupted or error-free service. Any complaints regarding the delivery service should be directed to Royal Mail in accordance with their complaints procedure. Charac will, where possible, assist with technical queries relating to the integration but is not responsible for resolving delivery-related disputes.

C12. Training and Onboarding

Charac may provide onboarding and training services to assist Pharmacies in using the Platform effectively. These services may be provided remotely or in person, as agreed between the parties. Each Pharmacy is entitled to one (1) initial training session free of charge to support onboarding. Any additional training sessions requested after the free initial session shall be chargeable at a rate of £30 per hour (exclusive of VAT) and must be scheduled subject to trainer availability. Charac may amend this rate from time to time; it is the Pharmacy’s responsibility to review these Terms for the rate in effect at the time an additional session is requested. If you are unable to attend an allocated training slot, you must notify Charac at least twenty-four (24) hours in advance so that the session can be rescheduled. Where no prior notice is given, the session will be considered used. All training materials provided by Charac are for internal use by the Pharmacy and its staff only and must not be copied, shared, or distributed to third parties without our prior written consent. Training services are provided on a reasonable endeavours basis. While we aim to ensure that training is comprehensive and accurate, we do not guarantee that it will cover all aspects of the Platform or all possible use cases. Any clinical or regulatory training required for the provision of Pharmacy Services (including PGD training) is the responsibility of the Pharmacy and is outside the scope of Charac’s training services.

C13. Data Protection Relationship

This section applies to all Customers (see section A2). Where the Customer is not a pharmacy, references in this section to “the Pharmacy” mean the Customer, and the provisions below concerning NHS pharmacy nomination apply only to pharmacies. The data protection relationship between Charac and the Pharmacy depends on the type of deployment the Pharmacy uses. (a) Dedicated Infrastructure. Where the Pharmacy (or Pharmacy group) has agreed in writing with Charac to operate on dedicated, single-tenant infrastructure (a “Dedicated Deployment”), Charac acts as a data processor and the Pharmacy acts as the sole data controller in respect of all personal data processed through that Dedicated Deployment. The terms of Part D (Data Processing Addendum) apply, save where superseded by a separate written data processing agreement executed between Charac and the Pharmacy. (b) Shared Infrastructure. Where the Pharmacy uses Charac’s standard, multi-tenant Platform (a “Shared Deployment”), Charac and the Pharmacy each act as separate and independent data controllers in respect of personal data they process for their own respective purposes; and Charac additionally acts as a data processor on behalf of the Pharmacy in respect of personal data that Charac processes on the Pharmacy’s documented instructions in connection with the Pharmacy’s provision of Pharmacy Services and supply of Products (such as clinical notes, prescription records, and patient communications sent on behalf of the Pharmacy). In respect of Charac’s processor role under this clause, the terms of Part D (Data Processing Addendum) apply. The Pharmacy acknowledges that, in accordance with applicable NHS rules (including the Electronic Prescription Service nomination process), a Patient may nominate or change their nominated pharmacy at any time. A Pharmacy’s controllership applies to the personal data it processes during the period in which it is nominated by, or otherwise providing Pharmacy Services to, the Patient. Each Pharmacy shall cooperate with Charac and with any successor or predecessor pharmacy as reasonably necessary to give effect to such nominations and to ensure continuity of care.

C14. Information Security and NHS DSPT

Charac shall implement and maintain appropriate technical and organisational measures (TOMs) designed to protect personal data and other Customer data processed through the Platform from unauthorised access, accidental loss, alteration, or destruction. These measures include encryption of data in transit and at rest, access controls based on least privilege, regular security testing, secure software development practices, and physical and environmental security at hosting facilities. Charac holds Cyber Essentials certification, which is independently verifiable on the IASME register (search “Charac Limited”), and on reasonable request will provide evidence of its current certification status. Where the Customer is a pharmacy or otherwise processes NHS or health data, Charac maintains registration under, and complies with, the NHS Data Security and Protection Toolkit (DSPT) — verifiable on the NHS DSPT register (organisation code 8KL69) — and on reasonable request will provide evidence of its current DSPT submission status. Charac will notify the Customer without undue delay (and in any event within seventy-two (72) hours of becoming aware) of any confirmed personal data breach affecting the Customer’s data, and will provide such information and assistance as the Customer reasonably requires to meet its own statutory notification obligations. Charac will maintain audit logs of user activity on the Platform. Where the Customer is a pharmacy or otherwise subject to NHS clinical record retention guidance, such logs will be retained for a period consistent with that guidance (currently a minimum of seven (7) years), and made available to the Customer on reasonable request for clinical governance, incident investigation, or regulatory inquiry purposes.

C15. Clinical Safety (DCB0129 / DCB0160)

This section applies only where the Customer uses the Platform to provide clinical or healthcare services (for example, a Pharmacy). It does not apply to Customers using the Platform solely for non-healthcare purposes. Charac, as the manufacturer of the Platform, maintains a clinical safety case in accordance with NHS Digital standard DCB0129 (Clinical Risk Management: its Application in the Manufacture of Health IT Systems). On reasonable request, Charac will share with the Pharmacy a summary of the current clinical safety case and the name of its appointed Clinical Safety Officer. The Pharmacy, as the deploying organisation, is responsible for performing its own clinical risk assessment in accordance with NHS Digital standard DCB0160 (Clinical Risk Management: its Application in the Deployment and Use of Health IT Systems) before and during its use of the Platform, and shall cooperate with Charac in identifying, reporting, and mitigating any clinical safety risks arising from the Pharmacy’s use of the Platform.

C16. Service Availability

Charac will use reasonable endeavours to maintain availability of the Platform at or above 99.5% in each calendar month, measured outside of Planned Maintenance and Force Majeure events. “Planned Maintenance” means scheduled maintenance of the Platform of which Charac has given the Customer at least forty-eight (48) hours’ prior notice (which may be given via the Platform itself). Charac will use reasonable endeavours to schedule Planned Maintenance outside UK business hours where practicable. The availability target in this section is a target only and does not give rise to service credits or other financial remedies, save where expressly agreed in the Commercial Agreement.

C17. Data Extraction and Deletion on Termination

On termination of the Customer’s access to the Platform (for any reason), the Customer may request a copy of its data and the personal data Charac processes on its behalf, in a structured, commonly used, and machine-readable format. Such request must be made within thirty (30) days of termination. Charac will provide the data within thirty (30) days of receiving a valid request. Following the expiry of the thirty (30) day data extraction period, Charac will delete or anonymise the Customer’s data and the personal data processed on its behalf, save where Charac is required by law to retain copies (in which case Charac will continue to apply appropriate confidentiality and security measures to such retained data for so long as it is held). This clause is without prejudice to NHS clinical record retention requirements applicable to a Pharmacy as data controller, which the Pharmacy must satisfy independently.

D1. Definitions and Scope

In this Part D, “Data Protection Laws” means the UK General Data Protection Regulation, the Data Protection Act 2018, and any other applicable law relating to the processing of personal data. The terms “personal data”, “processing”, “controller”, “processor”, “data subject”, “sub-processor”, and “personal data breach” have the meanings given to them in the Data Protection Laws. “Pharmacy Personal Data” means personal data processed by Charac as processor on behalf of the Pharmacy under these Terms. The subject-matter, duration, nature and purpose of the processing, the types of personal data, and the categories of data subjects are set out in section D9 (Details of Processing) below. References in this Part D to “the Pharmacy” and “Pharmacy Personal Data” include any Customer and that Customer’s Customer Personal Data where the Customer is not a Pharmacy.

D2. Charac’s Obligations as Processor

Charac shall:

• process Pharmacy Personal Data only on documented instructions from the Pharmacy, including with regard to transfers of personal data to a third country, unless required to do so by law (in which case Charac shall inform the Pharmacy of that legal requirement before processing, unless that law prohibits such notification on important grounds of public interest);
• ensure that persons authorised to process Pharmacy Personal Data are bound by appropriate obligations of confidentiality;
• implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as further described in section C14 (Information Security and NHS DSPT);
• taking into account the nature of the processing, assist the Pharmacy by appropriate technical and organisational measures, insofar as is reasonably possible, for the fulfilment of the Pharmacy’s obligation to respond to requests from data subjects exercising their rights under the Data Protection Laws;
• assist the Pharmacy in ensuring compliance with its obligations under Articles 32 to 36 UK GDPR (security, breach notification, data protection impact assessments, and prior consultation), taking into account the nature of the processing and the information available to Charac;
• at the choice of the Pharmacy, delete or return all Pharmacy Personal Data after the end of the provision of services relating to processing, and delete existing copies, in accordance with section C17 (Data Extraction and Deletion on Termination), unless retention is required by law; and
• make available to the Pharmacy all information necessary to demonstrate compliance with Article 28 UK GDPR and the obligations in this Part D, and allow for and contribute to audits, including inspections, conducted by the Pharmacy or another auditor mandated by the Pharmacy, subject to section D7 (Audit) below.

The Pharmacy’s documented instructions are constituted by these Terms (including this Part D), the Pharmacy’s configuration and use of the Platform, and any further instructions the parties agree in writing. Charac will promptly inform the Pharmacy if, in Charac’s opinion, an instruction infringes the Data Protection Laws.

D3. Sub-processors

The Pharmacy provides general written authorisation for Charac to engage sub-processors to process Pharmacy Personal Data, subject to the conditions in this section. A current list of Charac’s sub-processors is maintained at charac.co.uk/sub-processors (the “Sub-processor List”). Charac shall give the Pharmacy at least thirty (30) days’ prior notice of any intended addition or replacement of a sub-processor by updating the Sub-processor List and, where the Pharmacy has subscribed to such notifications, by email. The Pharmacy may object to such addition or replacement on reasonable grounds relating to data protection within that period. If the Pharmacy reasonably objects and the parties cannot in good faith agree a resolution, the Pharmacy may terminate its use of the affected services without penalty as its sole remedy. Charac shall impose on each sub-processor data protection obligations no less protective than those set out in this Part D, and shall remain liable to the Pharmacy for the performance of each sub-processor’s obligations.

D4. Personal Data Breach

Charac shall notify the Pharmacy without undue delay (and in any event within seventy-two (72) hours) after becoming aware of a personal data breach affecting Pharmacy Personal Data. Such notification shall include, to the extent then known, the nature of the breach, the categories and approximate numbers of data subjects and records concerned, the likely consequences, and the measures taken or proposed to address the breach and mitigate its effects.

D5. Data Subject Rights

If Charac receives a request from a data subject relating to Pharmacy Personal Data, Charac shall, without undue delay, forward the request to the Pharmacy and shall not respond to the request itself except on the documented instructions of the Pharmacy or as required by law.

D6. International Transfers

Pharmacy Personal Data is hosted within the United Kingdom. Where Charac transfers Pharmacy Personal Data outside the United Kingdom, Charac shall ensure that an appropriate transfer mechanism is in place under the Data Protection Laws, including (as applicable) reliance on an adequacy decision, the UK International Data Transfer Agreement, or the UK Addendum to the EU Standard Contractual Clauses.

D7. Audit

Charac will satisfy its audit obligations under Article 28(3)(h) UK GDPR primarily through provision of its current NHS DSPT submission, its Cyber Essentials certification, summaries of third-party security assessments (such as penetration test summaries) where held, and written responses to reasonable security questionnaires. Where, after review of the materials referred to above, the Pharmacy reasonably considers that an on-site audit is necessary, the parties shall agree the scope, timing, and conduct of the audit in advance. On-site audits shall be conducted no more than once in any twelve (12) month period (save where required by a regulator or following a confirmed personal data breach), during normal business hours, on reasonable prior notice (not less than thirty (30) days), and subject to confidentiality undertakings. The Pharmacy shall bear the costs of any audit it conducts under this section.

D8. Deletion and Return of Data

On termination or expiry of the Pharmacy’s access to the Platform, Charac shall delete or return Pharmacy Personal Data in accordance with section C17 (Data Extraction and Deletion on Termination).

D9. Details of Processing

Subject-matter: provision of the Platform and related services to the Customer. Duration: for so long as the Customer has access to the Platform, plus the retention periods set out in sections C14 (audit logs, where applicable) and C17 (data extraction and deletion). Nature and purpose: storage, transmission, display, and processing of personal data as required for the Customer to use the Platform and, where applicable, to deliver services and supply products to its own patients or customers. The types of personal data and categories of data subjects depend on how the Customer uses the Platform:

• Pharmacy and healthcare use: contact details, identifiers, prescription and medication records, clinical notes, appointment data, communications content, payment metadata, and special category data concerning health. Data subjects: Patients of the Pharmacy and Pharmacy Users.
• Other (non-healthcare) use, such as order and delivery management via PDM: contact details, delivery addresses, order and fulfilment data, and communications content. Data subjects: the Customer’s own customers and the Customer’s authorised users. This does not include special category data unless the Customer chooses to process it through the Platform.

D10. Liability and Order of Precedence

The limitations and exclusions of liability set out in section A12 apply to this Part D. In the event of any conflict between this Part D and any other part of these Terms in respect of the processing of Pharmacy Personal Data, this Part D shall prevail. Where the Pharmacy and Charac have executed a separate written data processing agreement, that agreement shall prevail over this Part D in respect of the deployment it covers. End of Terms and Conditions — Charac Ltd