BusyMed Pharmacy Terms of Service Agreement

  1. INTRODUCTION

      1.1. We are BusyMed (Proprietary) Limited, registration number: 2016/532550/07 (each hereinafter referred to as BusyMed). BusyMed was founded on the belief that everyone should be able to access quality healthcare. In pursuance of this objective, BusyMed developed a mobile application (“the BusyMed App”) enabling communities (“BusyMed App Users”) to connect with pharmacies via the BusyMed App.
      1.2. The BusyMed App enables BusyMed App Users to search for, compare and purchase the products and/or services of pharmacies who have registered with us for this purpose.
      1.3. This BusyMed Pharmacy Terms of Service (“the Agreement”), as amended, from time to time, applies to all the Services provided by BusyMed to the BusyMed Pharmacy. The Agreement once accepted by the Pharmacy shall be binding and enforceable against such Pharmacy and will govern the relationship between the Parties.
  2. DEFINITIONS AND INTERPRETATION

    1. In this Agreement, unless the context indicates a contrary intention –
      1. “the Agreement” means the BusyMed Pharmacy Terms of Service.
      2. “BusyMed” means BusyMed (Proprietary) Limited, registration number: 2016/532550/07, a company registered in terms of the company laws of the Republic of South Africa with its principal address at 58 Roosevelt Road, Glendinningvale, Port Elizabeth, 6210.
      3. “BusyMed App” means the mobile application developed by BusyMed enabling a user to connect with pharmacies.
      4. “BusyMed App Users” means users of the BusyMed App and who have been successfully registered for a user account.
      5. “BusyMed Bank Account” means the bank account held by and in the name of BusyMed (Proprietary) Limited.
      6. “BusyMed Delivery Services” means the delivery of Pharmacy Products to BusyMed App Users effected directly by BusyMed alternatively by BusyMed’s affiliated driver companies.
      7. "BusyMed Pharmacy Dashboard" means the platform offered by BusyMed enabling Pharmacy’s to sell their Pharmacy Products direct to BusyMed App Users.
      8. “BusyMed Pharmacy” means the Pharmacy registered on the BusyMed Pharmacy Dashboard.
      9. “BusyMed Pharmacy Account” means the account opened in the name of the BusyMed Pharmacy on completion and finalisation of the registration process.
      10. “BusyMed Pharmacy Bank Account” means the bank account held by and in the name of BusyMed Pharmacy.
      11. “BusyMed Pharmacy Delivery Service” means delivery of the Pharmacy Products effected directly by the BusyMed Pharmacy to BusyMed App Users.
      12. "BusyMed Pharmacy Marks” means registered or unregistered trademarks, trade names and / or logos owned by or licensed to the BusyMed Pharmacy.
      13. "BusyMed Pharmacy Transaction" means any sale of Pharmacy Product(s) through the BusyMed App or related promotion sites.
      14. "BusyMed Transaction Information" means any Order Information, data or information acquired by the BusyMed Pharmacy or BusyMed and / or their affiliates or otherwise as a result of this Agreement, and the transactions contemplated hereby or the parties' performance hereunder.
      15. “Delivery Information” means the delivery address provided and the delivery option selected by the BusyMed App User.
      16. "Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and / or sale that the BusyMed Pharmacy have attempted to make available through the BusyMed Pharmacy Dashboard but which BusyMed does not honour or support.
      17. “Feed” means the details of all Pharmacy Products for sale of the BusyMed Pharmacy, via a comma-separated value file, and uploaded to the BusyMed Pharmacy Dashboard.
      18. "Order Information" means the Order Information and the Delivery Information, if necessary, supplied by the Busymed App User to BusyMed and made available to the BusyMed Pharmacy regarding the BusyMed Pharmacy’s Products sold.
      19. “Party / Parties” means BusyMed (Proprietary) Limited and the BusyMed Pharmacy registered on the BusyMed Pharmacy Dashboard.
      20. "Pharmacy Materials" means all Pharmacy Trademarks, Content, Pharmacy Product information, data, materials, and other items provided or made available by the Pharmacy or their affiliates to BusyMed or its affiliates.
      21. "Pharmacy Products" means any product, appearing on the listing and made available for sale, or sold by the BusyMed Pharmacy through the BusyMed Pharmacy Dashboard which includes non-prescribed and Prescribed Medication.
      22. “Prescribed Medication” means any schedule 3, 4, 5 and / or 6 medication as defined in the Medicines and Related Substances Act 101 of 1965, as amended, requiring a valid prescription for the dispensing of such medication by pharmacists.
      23. "Purchase Price" means the total amount payable or paid for a Pharmacy’s Product.
      24. "Release Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g. medicine) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
      25. "Sales Channels" means any website operated by or on the BusyMed Pharmacy’s behalf that is primarily branded the same as any pharmacy shop’ on the BusyMed App and any successor or replacement of any of the foregoing.
      26. "Sales Proceeds" means the gross sales proceeds from any of the BusyMed Pharmacy transactions, including all delivery and other
        charges with respect thereto, including taxes only to the extent applicable.
      27. “Services” means the listing, merchandising and promotion of the Pharmacy Products by BusyMed.
      28. "Service Fee" means the applicable flat rate fee added to the Sales Proceeds from the Busymed Pharmacy Transaction through the BusyMed App.
  3. REGISTRATION AND PHARMACY ELIGIBILITY

    1. Requirements for Registration
      1. Only lawfully registered pharmacies may register as a BusyMed Pharmacy;
      2. The Pharmacy must own and operate and have complete right, title, and authority to deal in and offer their own products and / or services ("Products") for sale targeting the South African market;
      3. The Pharmacy must conduct their business from a physical address;
      4. The Pharmacy must provide BusyMed with the following:
        1. Copy of Companies, Co-operatives, and Intellectual Property Rights (“CIPC”) documentation confirming registered business name and registration number;
        2. Copy of South African Pharmacy Council (“SAPC”) licence certificate;
        3. Owners proof of identification;
        4. Physical address of the Pharmacy and proof thereof by way of a utility account or rental agreement;
        5. Contact details for the Pharmacy i.e. telephone number and e-mail address; and
        6. Confirmation letter of account from the Pharmacy bank.
    2. Upon the successful registration of the Pharmacy a BusyMed Pharmacy Account will be opened, by BusyMed, enabling the BusyMed Pharmacy to access the Services on the BusyMed Pharmacy Dashboard.
    3. BusyMed is under no obligation to accept the pharmacy’s registration application and further reserves the right not to open a BusyMed Pharmacy Account.
    4. By accepting this Agreement, the BusyMed Pharmacy hereby authorises BusyMed to, including but not limited to:
      1. verify and validate, either directly or through third parties, all information provided and shall provide BusyMed with written confirmation of such authorisation; and / or
      2. obtain credit reports on the BusyMed Pharmacy Bank Account, from time to time;
    5. Upon the successful completion of the registration process the BusyMed Pharmacy is thereby deemed to have read and agreed to the contents contained in this Agreement, including the Disclaimer clause below.
  4. COMMENCEMENT & DURATION

    1. This Agreement shall commence upon BusyMed’s acceptance of the BusyMed Pharmacy’s registration application and will endure indefinitely, subject to the provisions set out in the Termination clause below.
    2. The BusyMed Pharmacy hereby acknowledges that it will remain bound by this Agreement, as may be amended from time to time, for so long as the Busymed Pharmacy makes use of the Services as set out in this Agreement.
    3. Should the Agreement terminate, for any reason, as set out in the Suspension and Termination clause below, such termination will be automatic and occur simultaneously with the termination of the Services provided to the BusyMed Pharmacy by BusyMed.
    4. Either party is entitled to terminate this Agreement on 1 (one) calendar month, written notice, to the other party.
  5. THE SERVICES

    1. The BusyMed services shall include the following:
      1. Upload to the BusyMed Pharmacy Dashboard and within the existing listed categories, the Feed supplied by the BusyMed Pharmacy via a comma-separated values file (“csv”) as specified by BusyMed from time to time ("the Feed") containing the Pharmacy Products for sale;
      2. Host the Pharmacy Products marketed or offered for sale by the BusyMed Pharmacy by inclusion of its Feed on the BusyMed App;
      3. Host and maintain the Feed application program interface (API) at its own cost and as part of the BusyMed App;
      4. List, merchandise and promote the Pharmacy Products for sale as determined by BusyMed;
      5. Provide Order Information to the BusyMed Pharmacy upon the sale of the BusyMed Pharmacy’s Products through the BusyMed Pharmacy Dashboard;
      6. Collect all Sales Proceeds as the payment-processing agent of the BusyMed Pharmacy for each sale transaction and have exclusive rights to do so and shall remit them to the BusyMed Pharmacy in accordance with this Agreement;
      7. Provide for the review by registered BusyMed App Users of Pharmacy Products and performance and posting of comments in relation to the Pharmacy Products and performance in the form of text, photographs and / or otherwise) and the BusyMed Pharmacy acknowledges that such reviews and comments could be positive or negative, but that such reviews and comments are those of our registered BusyMed App Users, submitted by them directly, and are not the reflection of BusyMed’s views;
      8. Provide for rating submissions made by Busymed’s registered BusyMed App Users given on any BusyMed Pharmacy on its Pharmacy Products and / or performance. These rating submissions are those of our registered BusyMed App Users and submitted by them directly for which BusyMed will not be liable;
      9. Provide the BusyMed Pharmacy with analytics in the form of reports as well as number of total clicks both monthly and annually on its popular Pharmacy Products which analytics can be viewed at any time on the BusyMed Pharmacy Dashboard;
      10. For an additional fee to the BusyMed Pharmacy:
        1. BusyMed will provide 'featured offer' advertising space on its BusyMed App for one or more of its BusyMed Pharmacies; or
        2. BusyMed will place the BusyMed Pharmacy as a premium listing in its BusyMed Top Spot Listing service.
      11. BusyMed will provide a more detailed report showing views, clicks, store performance data and product popularity, on a monthly basis, via email to those BusyMed Pharmacies who have selected the Premium Service;
      12. BusyMed provides no warranties regarding the rank, location and prominence of the BusyMed Pharmacy listed anywhere on the BusyMed App.
    2. In accordance with the requirements of section 22 of the Medicines and Related Substances Act 101 of 1965, as amended, BusyMed shall provide delivery services for any Schedule Medication upon the receipt of a valid prescription for such medication.
  6. ORDERING PROCESS

    1. Orders for Pharmacy Products without a prescription made on the BusyMed App:
      1. Registered BusyMed App Users will place their order(s) with the BusyMed Pharmacy on the BusyMed App;
      2. Registered BusyMed App Users will select the preferred delivery option;
      3. The Registered BusyMed App User will make the required payment method via the BusyMed App;
      4. The BusyMed Pharmacy will retrieve the Order Information and will thereafter process the order for delivery, as the BusyMed Pharmacy sees fit;
      5. Any BusyMed Pharmacy who has rejected Order Information received must provide reasons for such rejection through the BusyMed Pharmacy Dashboard, with immediate effect upon rejecting the Order Information received.
    2. Orders for Prescribed Medication made on the BusyMed App:
      1. Registered BusyMed App Users will place their order(s) with the BusyMed Pharmacy on the BusyMed App;
      2. Registered BusyMed App Users will upload an image of the valid prescription to the BusyMed App;
      3. Registered BusyMed App Users will select the preferred delivery option;
      4. The Registered User will select the preferred payment option to BusyMed;
      5. The BusyMed Pharmacy will retrieve the Order Information and will thereafter process the order as the BusyMed Pharmacy sees fit;
      6. Upon delivery of the Prescribed Medication the BusyMed App User is required to hand to the delivery agent the original valid prescription prior to the delivery agent handing over the Prescribed Medication;
      7. No Prescribed Medication may be left with a BusyMed App User without the original valid prescription being provided to the delivery agent.
  7. DELIVERY

    1. Delivery of Pharmacy Products may be effected by:
      1. the BusyMed Delivery Services being the BusyMed delivery driver or the BusyMed affiliated delivery companies; or
      2. the BusyMed Pharmacy Delivery Service.
    2. The BusyMed Pharmacy may elect to use the BusyMed Delivery Services or the BusyMed Pharmacy Delivery Service.
    3. The elected delivery service will collect the Pharmacy Products from the BusyMed Pharmacy and deliver to the User.
    4. Only where the BusyMed Pharmacy elects to utilise its own delivery service will it be able to determine its own delivery fee, which delivery fee shall be displayed on the BusyMed Pharmacy Dashboard.
    5. Where the BusyMed Pharmacy elects to utilise an affiliated delivery service, it may opt to purchase the services of a dedicated delivery driver, for an additional rate paid for by the BusyMed Pharmacy.
    6. The BusyMed App User shall select a delivery option and accept the relevant charges as payment in full for the delivery and handling of such Pharmacy Products.
    7. Delivery of Prescribed Medication will not be effected unless all the requirements in terms of the Medicines and Related Substances Act 101 of 1965, as amended, have been adhered to.
    8. Delivery fees charged by BusyMed Delivery Services cannot be changed, controlled or discounted by the BusyMed Pharmacy.
    9. BusyMed shall not accept the delivery of any Pharmacy Products nor will BusyMed be held liable for payment of any delivery costs, except as set out in this Delivery clause.
  8. RETURNS AND REFUNDS

    1. The BusyMed Pharmacy shall comply with BusyMed returns policy as published on the BusyMed App at the time the order was placed.
    2. The Busymed Pharmacy will be able to review and accept all return requests pertaining to their Pharmacy Products, except returns due to damaged or defective items or if the incorrect item was delivered, provided the return requests is submitted within 24 (twenty-four) hours from date of delivery.
    3. In the event that the Pharmacy Products were damaged before being placed in the possession of the affiliated driver then the BusyMed Pharmacy will be responsible for the refund.
    4. In the event that the Pharmacy Products were damaged en route to the BusyMed App User by the BusyMed Delivery Services then BusyMed will be responsible for the refund.
    5. The BusyMed Pharmacy shall determine the return delivery charge options in the event that delivery took place by their own delivery service, except where the BusyMed Pharmacy has elected the BusyMed Delivery Services.
    6. The BusyMed Pharmacy shall arrange the return of the Pharmacy Products, by scheduling the collection and return provided these return requests are
      submitted within 24 (twenty-four) hours of the date of delivery and are accepted by the BusyMed Pharmacy.
    7. The BusyMed Pharmacy shall provide any such refund payments to the BusyMed App User which may be in the same payment form originally used to purchase a Pharmacy Product, except in the event of it being a cash payment.
    8. Transactions and payments conducted through the BusyMed Pharmacy payment gateway will be refunded by BusyMed to the BusyMed App User.
    9. BusyMed may offset such payments against any amounts to be remitted or paid by BusyMed or its affiliates to the BusyMed Pharmacy under this Agreement or seek reimbursement from the BusyMed Pharmacy.
    10. Where these return requests are submitted after 24 (twenty-four) hours from the date of delivery and accepted by the BusyMed Pharmacy, who shall determine and calculate the amount of all refunds and adjustments which include any taxes and handling or other charges except in instances where the BusyMed Delivery Services have been used.
    11. The BusyMed Pharmacy will promptly provide refunds and adjustments that it is obligated to provide and as required by law, and in no case later than 24 (twenty-four) hours after the obligation arises.
    12. The returns must be in the original packaging and in the original state and condition as when purchased and received, except in cases where a product is counterfeit or defective and / or materially different from the one ordered by the BusyMed App User.
    13. The BusyMed Pharmacy will arrange with the BusyMed App User the return of Pharmacy Products by either requesting the BusyMed App User to bring them personally into its pharmacy for assessment, alternatively, by arranging collection thereof via a delivery service.
    14. The BusyMed Pharmacy may accept the returned Pharmacy Products which are in accordance with this Agreement.
    15. BusyMed will not be held liable for any fees where the BusyMed Pharmacy elects and utilises the services of a BusyMed affiliated delivery service, outside the scope of this Agreement.
  9. RECALLS

    1. BusyMed shall only be responsible for recalls which apply to deliveries conducted by the BusyMed Delivery Services, in the event of non-deliveries, mis-deliveries, theft or other mistakes or acts in connection with the delivery of those of the Pharmacy Products.
    2. The BusyMed Pharmacy shall be responsible for any recall by manufacturers or governmental driven recall of Pharmacy Products.
    3. The BusyMed Pharmacy shall notify BusyMed immediately and as soon as it has knowledge of any recalls whatsoever of its Pharmacy Products.
  10. PARITY WITH THE BUSYMED PHARMACY’S SALES CHANNELS

    1. The BusyMed Pharmacy is free to determine which of the Pharmacy Products it wishes to list for sale on the BusyMed App.
    2. The BusyMed Pharmacy shall maintain parity between the Pharmacy Products it offers through its Sales Channels and the Pharmacy Products it lists on the BusyMed Pharmacy Dashboard by ensuring that:
      1. the Purchase Price and every other term of offer and/or sale of the Pharmacy Products is at least as favourable to BusyMed App Users
        as the most favourable terms upon which a product is offered and/or sold via its Sales Channels (excluding consideration of Excluded Offers);
      2. The customer service for the Pharmacy Products is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of the Busymed Pharmacy’s Sales Channels (this requirement does not apply to customer service for payment-related issues on the Pharmacy Transactions, which we shall provide); and
      3. the content, product information and other information regarding the Pharmacy Products that the BusyMed Pharmacy provides to BusyMed is of at least the same level of quality as the highest quality information displayed or used in its Sales Channels;
      4. If the BusyMed Pharmacy becomes aware of any disparity, in terms of this Agreement, it shall promptly compensate adversely affected BusyMed App Users by making appropriate refunds to them in accordance with the terms of this Agreement;
      5. BusyMed acknowledges that delivery and handling charges together with the Pharmacy Product price associated with the sale and delivery of any of the Pharmacy Products listed for sale on the BusyMed App, whether separately or inclusively stated, being favourable to the BusyMed App Users to which the Pharmacy Product is offered and / or sold via any of the BusyMed Pharmacy’s Sales Channels, other than the BusyMed App, then the parity obligation shall be satisfied in terms of this Agreement.
  11. OBLIGATIONS OF THE BUSYMED PHARMACY

    1. The BusyMed Pharmacy shall:
      1. ensure that information on each Pharmacy Product listed for sale through the BusyMed App shall be updated as necessary to ensure its accuracy and completeness;
      2. ensure that it supplies BusyMed with details of all their Pharmacy Products for sale via a comma-separated values file (“csv”) as specified by BusyMed from time to time. The Feed must either be dynamically generated (typical of a normal server-side script) or if static, be generated when there are changes;
      3. guarantee that the Pharmacy Product content of the Feed remains legal, accurate, relevant, comprehensive, and up to date, at all times;
      4. ensure that all content contained in the BusyMed Pharmacy Feed or otherwise posts and / or uploads to the BusyMed App, via its chat channel or otherwise, will be strictly relevant to the BusyMed Pharmacy or its Pharmacy Products, and in accordance with the terms of this Agreement;
      5. warrant that the content of the BusyMed Pharmacy Feed will not contain any material which is contrary to any statutory laws or could have a negative impact on BusyMed’s rights or reputation or infringe upon any third parties' rights, which include but is not limited to intellectual property rights, rights to privacy, rights of ownership of names, copyright, brand names and all other rights relevant to competition, and to the use of any domain names protected by law), whatsoever;
      6. guarantee that its Pharmacy Product pricing and Pharmacy Product availability shall be updated on the BusyMed Pharmacy Dashboard with immediate effect to ensure its accuracy and completeness;
      7. review and amend, from time to time, its contact information on the BusyMed Pharmacy Dashboard;
      8. ensure that all its Pharmacy Materials and Pharmacy Products (including packaging) and the offer and subsequent sale thereof will comply with all applicable Laws;
      9. retrieve all Order Information timeously and in the form it was sent;
      10. source and sell the Pharmacy Products, on the BusyMed App, in accordance with the Order Information, the terms contained in this Agreement, and be solely responsible for and bear all risk for such sourcing and selling;
      11. not cancel any order except as may be permitted pursuant to the terms and conditions of this Agreement;
      12. not send BusyMed App Users emails confirming orders or deliveries of the Pharmacy Products;
      13. notwithstanding any other provision of this Agreement ensure the BusyMed Pharmacy is the authorised seller of all Pharmacy Products made available for listing for sale hereunder;
      14. identify itself as the seller of the Pharmacy Product on all information relating to the Pharmacy Products;
      15. ensure that the Pharmacy Products listed by the BusyMed Pharmacy are at all times legal to sell and that the BusyMed Pharmacy shall not provide any information for, or otherwise seek to list for sale on the BusyMed App, any products deemed unsuitable for sale as per BusyMed’s discretion;
      16. comply with all Release Date instructions;
      17. accept, and process returns, refunds and adjustments in accordance with this Agreement. The return policies published on the BusyMed App at the time of the applicable order, will apply and the BusyMed Pharmacy will comply with them. BusyMed may inform BusyMed App Users that different policies apply to scheduled medication while other policies will apply to all other Pharmacy Products;
      18. recognise that once a User has placed an order with the BusyMed Pharmacy, the User becomes BusyMed Pharmacy’s potential customer to whom BusyMed Pharmacy shall be obligated to perform all follow-up action with the User, which includes responding to all queries and accepting orders placed on the BusyMed Pharmacy Dashboard;
      19. ensure that the Pharmacy Product prices in the Feed is expressed in ZAR and inclusive of value added tax (“VAT”);
      20. contact BusyMed should the BusyMed Pharmacy feel that any rating submissions, comments or reviews are false or unduly prejudicial in which case BusyMed may, but shall not be obliged to, investigate the matter and take such action as BusyMed may deem fit;
      21. contact BusyMed should the BusyMed Pharmacy have any complaints relating to the Services or the BusyMed App or any other BusyMed Pharmacy or BusyMed App Users, as well as report any malfunctions and errors;
      22. report to BusyMed should the BusyMed Pharmacy suspect that any User is conducting fraudulent activity or otherwise misleading other
        BusyMed App Users in any way, so that appropriate measures can be taken by BusyMed as deemed appropriate;
      23. where, during the tenure of this Agreement, the BusyMed Pharmacy makes any improvements and / or advancements to any aspect of their intellectual property, the BusyMed Pharmacy will notify BusyMed thereof, in writing;
      24. allow BusyMed the use of its intellectual property for the furtherance of promoting the BusyMed Pharmacy’s products.
  12. OBLIGATIONS OF BUSYMED

    1. BusyMed shall:
      1. within 48 (forty-eight) hours of receipt of the Busymed Pharmacy’s feed, upload such feed to the BusyMed Pharmacy Dashboard;
      2. be responsible for providing the BusyMed Pharmacy Dashboard, through which the BusyMed Pharmacy can promote and sell its Pharmacy Products to BusyMed App Users;
      3. remit to the BusyMed Pharmacy Account, the proceeds from the sale of the Pharmacy Products received less any Service Fees, chargebacks, or reversal due and owing to BusyMed, in accordance with the terms of this Agreement;
      4. be responsible for and have discretion regarding all customer service issues and will furnish such information regarding customer service on the BusyMed App;
      5. where the wrong item was delivered or the item was damaged, be responsible for all costs associated with any replacement or return and refund provided the delivery was conducted by BusyMed Delivery Services;
      6. wherever possible, provide advance warning on the BusyMed Pharmacy Dashboard of any known or planned interruptions and will try to ensure any interruption is kept as brief as possible.
  13. FEES, CHARGES AND PAYMENTS

    1. There are no upfront fees for registering as a BusyMed Pharmacy.
    2. Subscription fees, in terms of accessing the Premium Services on the BusyMed Pharmacy Dashboard, are payable monthly, in advance, in accordance with the subscriptions fees listed on the BusyMed Pharmacy Dashboard.
    3. Should you fail to pay the amount for the Premium Service Fees on the due date BusyMed reserves the right, without prejudice to any of its other rights in law or under this Agreement to deactivate your Premium Services and / or terminate the links from the BusyMed App to your BusyMed Pharmacy Dashboard.
    4. All Premium Service subscription fees are payable on the first day of each month, in accordance with the payment policy in place on the BusyMed Pharmacy Dashboard.
    5. An additional fee will be levied to BusyMed Pharmacies who elect to use the BusyMed Pharmacy Top Spot Listing service, available on request and payable in advance via an electronic funds transfer upon presentation of the invoice from BusyMed.
    6. BusyMed Service Fees:
      1. BusyMed adds an additional flat fee of R5-00 (five rand) to all orders paid for by BusyMed App Users on the BusyMed App (“the Service Fee”);
      2. The Service Fee is an amount due to BusyMed and will be deducted from the total amount payable to the BusyMed Pharmacy for the BusyMed Pharmacy Transaction;
      3. The BusyMed Pharmacy will not be liable for any taxes owed to the South African Revenue Service (“SARS”) on the Service Fee;
      4. Unless otherwise stated, all fees shall be quoted in ZAR.
    7. BusyMed may choose to temporarily change the Service Fees for its services for promotional events or new services, and such temporary changes are effective in accordance with this Agreement when posted on the BusyMed App.
    8. BusyMed reserves the right to amend prices, features, and benefits from time to time, provided notification via the BusyMed Pharmacy Dashboard of at least 30 (thirty) days prior to the fee adjustment being implemented, has been sent to the BusyMed Pharmacy.
    9. BusyMed will levy a 10% (ten percentum) annual increase on the fees upon the anniversary date of each Agreement.
    10. BusyMed is entitled to vary any of its fees from time to time, provided notification, via email and via the BusyMed Pharmacy Dashboard of at least
      30 (thirty) days, of the fee adjustment being implemented, has been sent to the BusyMed Pharmacy.
  14. SERVICE FEE PAYMENTS AND RECEIPT OF SALES PROCEEDS

    1. Unless this Agreement provides otherwise, the BusyMed Pharmacy is responsible for all expenses incurred in connection with the Services.
    2. The BusyMed Pharmacy must furnish details of a valid South African bank account in the BusyMed Pharmacy's name, supported by the BusyMed standard functionality, and enabled for the BusyMed Pharmacy Account.
    3. For any amounts owed to BusyMed by the BusyMed Pharmacy, BusyMed, may:-
      1. set off any amounts payable by the BusyMed Pharmacy to BusyMed against any payments due to BusyMed, at the discretion of BusyMed;
      2. invoice the BusyMed Pharmacy for amounts due to BusyMed under this Agreement, in which case the BusyMed Pharmacy shall pay the invoiced amounts upon receipt;
      3. seek such payment or reimbursement from the BusyMed Pharmacy by any other lawful means.
    4. In the case of erroneous or duplicate transactions, BusyMed reserves the right to deduct the amount paid erroneously from future payments owed to the BusyMed Pharmacy or to use other lawful means to seek reimbursement.
    5. BusyMed shall not be liable to the BusyMed Pharmacy in the following instances:
      1. if BusyMed does not proceed with a BusyMed Pharmacy transaction or disbursement that would exceed any limit established by BusyMed for security reasons; and / or
      2. if BusyMed permits a User to withdraw from a BusyMed Pharmacy transaction because the BusyMed App or the Services are unavailable following the commencement of a transaction.
    6. BusyMed’s receipt of the Order Information on behalf of the BusyMed Pharmacy shall satisfy the obligations owed to the BusyMed Pharmacy by BusyMed App Users for their BusyMed Pharmacy Transaction(s).
    7. Upon payment of the Sales Proceeds, a notification indicating that payment has been received shall be furnished to the BusyMed Pharmacy.
    8. BusyMed’s obligation to remit funds collected by them on behalf of the BusyMed Pharmacy is limited to funds that BusyMed has actually received and that are not subject to chargeback or reversal.
  15. SET OFF OR DEDUCTIONS

    1. The BusyMed Pharmacy is not entitled to withhold any payment of any fees due to BusyMed by reason of any alleged breach of this Agreement or for any other reason whatsoever.
    2. The BusyMed Pharmacy may not apply set-off to or demand any discount, rebate, or reduction in respect of any fees owed to BusyMed.
  16. CERTIFICATE OF INDEBTEDNESS

    1. A certificate signed by either the Managing Director or Financial Manager of BusyMed, whose appointment, qualification and authority need not be proved,
      as to the existence and the amount of the BusyMed’s Pharmacy’s indebtedness to BusyMed as well as the amount of interest accrued thereon, and as to any other fact, matter or thing relating to the BusyMed’s Pharmacy’s indebtedness to BusyMed shall be accepted as prima facie proof of the amount in Premium Service Fees due and payable by the BusyMed Pharmacy at any time.
  17. REMITTANCE OF SALES PROCEEDS AND REFUNDS

    1. Except as otherwise stated in this Agreement, BusyMed shall remit to the BusyMed Pharmacy Account, on a weekly basis any Sales Proceeds collected by BusyMed or BusyMed affiliates, less Service Fees and any taxes applicable, not previously remitted to the BusyMed Pharmacy.
    2. The weekly business activity will run from Monday am 00:00 – Sunday 23:59:59.
    3. An automatic notice of remittance, together with the remittance calculation, will be sent on the first working day, by 10h00, following the closing of the business activity recorded for the previous working week to the BusyMed Pharmacy, who will accept such amounts as payment for sale and delivery of its Pharmacy Products, less the Service Fees, delivery fee and any refund amounts due.
    4. Any change to the BusyMed Pharmacy’s Pharmacy Bank Account information, may result in a delay of remittance by up to thirty (30) days.
    5. In the event of any actions and / or performance by the BusyMed Pharmacy, in connection with this Agreement, results in BusyMed App User disputes, chargebacks or other claims, BusyMed may delay and / or withhold any remittances, in respect of the transaction under dispute, to be made or that are otherwise due to the BusyMed Pharmacy under this Agreement pending the completion of any investigation(s) regarding the actions and / or performance
      of the BusyMed Pharmacy but for a period of not more than 90 (ninety) days following the initial date of suspension.
    6. BusyMed shall remit any amounts to be refunded by it pursuant to this Agreement, from time to time, together with the next remittance to be made by BusyMed to the BusyMed Pharmacy.
  18. TAXES

    1. BusyMed is not a registered vendor for value-added tax (“VAT”).
    2. The BusyMed Pharmacy is responsible for paying all taxes and levies associated with the Pharmacy Transaction.
  19. THE RIGHTS OF BUSYMED

    1. BusyMed shall have the right to:
      1. reject any content that is illegal, offensive, or otherwise in breach of this Agreement;
      2. remove any content deemed objectionable by BusyMed and may terminate the Service without further notification should the BusyMed Pharmacy refuse to remove its content upon request, and the BusyMed Pharmacy shall be liable for any fees and charges up to the date of such termination;
      3. as a security measure, impose transaction limits on some or all BusyMed App Users and BusyMed Pharmacy’s relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time;
      4. remove any listing, including the BusyMed Top Spot Listing service, on the BusyMed App paid for by the BusyMed Pharmacy (or any part thereof) at any time, on reasonable grounds, for any breach of this Agreement or infringement of any third party rights;
      5. to the temporary reduction in any fees for the purposes of promotion, promotional events and / or introduction of new services. Such temporary changes are effective in terms of this Agreement when BusyMed uploads the changes on the BusyMed App and the BusyMed Pharmacy DashBoard;
      6. take all reasonable steps to ensure the integrity and security of the BusyMed App. BusyMed Pharmacy Dashboard and / or any back-office applications;
      7. use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner of any suggestions, comments, ideas, improvements, or other feedback or materials provided by the BusyMed Pharmacy or its affiliates;
      8. retain, access and disclose any information it considers necessary or appropriate, including but not limited to, the BusyMed App User’s contact details, traffic information, usage history and posted content, in order to protect its systems and the BusyMed App Users and to ensure the integrity and operation of its business and systems and in order to co-operate with Governmental requests.
    2. BusyMed reserves the right to exclude the BusyMed Pharmacy from any protection of the BusyMed insurances in the event of a BusyMed Pharmacy having cancelled a BusyMed Pharmacy Transaction and instead, conducted the transaction as if it had been initiated directly with the BusyMed Pharmacy.
  20. BREACH AND CONSEQUENCES

    1. In the event that the BusyMed Pharmacy defaults in any of its payment obligations or otherwise breach any provision of this Agreement and fails to remedy such breach within seven (7) days of BusyMed having provided written notification thereof to the BusyMed Pharmacy, BusyMed shall be entitled, without prejudice to any of its other remedies in law or under the Agreement to:
      1. claim damages;
      2. suspend or limit the BusyMed Pharmacy’s access to the BusyMed App and Services;
      3. suspend or limit the BusyMed Pharmacy’s access to its BusyMed Pharmacy Account;

      until such time as you have remedied your breach.

    2. BusyMed reserves the right to charge the BusyMed Pharmacy a reconnection fee in order to re-connect the BusyMed Pharmacy to the Services.
    3. Depending on the nature of the breach BusyMed reserves the right to terminate the BusyMed Pharmacy’s access to the BusyMed Pharmacy Dashboard, including access to the BusyMed Pharmacy Account.
  21. RELATIONSHIP WITH PARTIES

    1. BusyMed and the BusyMed Pharmacies will always remain independent contractors, and nothing in this Agreement shall create any partnership, joint
      venture, agency, franchise, sales representative, or employment relationship between us.
    2. Neither party shall have any authority to make or accept any offers or representations on the other party’s behalf.
    3. BusyMed is not an agent of any User and does not make any warranties in relation to such persons, and neither BusyMed nor its affiliates shall be liable for any damage, loss or liability of whatsoever nature arising in relation to any User.
  22. SECURITY & RISKS

    1. The BusyMed Pharmacy is solely responsible:
      1. for securing all data in its possession and / or under its control;
      2. for the safekeeping of your username and password, which is to be kept secure and confidential at all times;
      3. for using its own username and password for its own personal use;
      4. for not disclosing its username and password to any other persons;
      5. not enabling any other persons to access its BusyMed Pharmacy Account.
    2. The BusyMed Pharmacy must further ensure that the persons authorised within their environment to access the BusyMed Pharmacy Account do so within the scope of their authority and do not disclose the BusyMed Pharmacy’s username and password to any unauthorised person or enable
      any unauthorised person to otherwise access your BusyMed Pharmacy Account.
    3. All passwords provided by BusyMed to the BusyMed Pharmacy may only be used for the duration of this Agreement to access the BusyMed Pharmacy Account as well as any other access to tools which enable the use of the BusyMed Service and the management of your BusyMed Pharmacy Dashboard.
    4. BusyMed shall take all appropriate legal action against any BusyMed Pharmacy agent who has access to the BusyMed App and who delivers or attempts to deliver any damaging code to the BusyMed App or attempts to gain unauthorised access to any page on the BusyMed App.
  23. CHANGES TO THIS AGREEMENT AND / OR THE SERVICES

    1. BusyMed may change, upon reasonable notice, to the BusyMed Pharmacy, the contents of this Agreement or any of its policies or documents referred to herein.
    2. In addition, any changes to this Agreement or any of its policies or documents referred to herein will be posted on the BusyMed App thirty (30) days prior to the change becoming effective.
    3. Should any BusyMed Pharmacy not be in agreement with the changes to be made or already made, the BusyMed Pharmacy will be entitled to cancel the Agreement and the Services subscribed for by giving written notice to BusyMed to that effect.
  24. INTELLECTUAL PROPERTY RIGHTS

    1. BusyMed has the right to use the BusyMed’s Pharmacy Information, content, and BusyMed Pharmacy Marks.
    2. the BusyMed Pharmacy hereby grants to BusyMed, which BusyMed accepts, on a non-exclusive basis, a royalty free, non-transferable (except as provided herein), world-wide and fully sub-licensable, license to:
      1. use, reproduce and represent the registered or unregistered trademarks, trade names and / or logos owned by or licensed to the BusyMed Pharmacy ("BusyMed Pharmacy Marks") for the limited purposes of enabling BusyMed to exercise its rights or to fulfil its obligations under this Agreement;
      2. use, reproduce, distribute, display, and transmit the BusyMed Pharmacy Information in connection with, across and through BusyMed property, in the Republic of South Africa, and to permit BusyMed App Users of such BusyMed property to use the BusyMed Pharmacy Information;
      3. use, reproduce, distribute, display, and transmit the BusyMed Pharmacy Information in connection with the marketing and promotion of any respective BusyMed property; and
      4. generally, to do all things with the BusyMed Pharmacy Information to provide the means and rights of access to the BusyMed Pharmacy Information to our BusyMed App Users.
    3. The BusyMed Pharmacy grants BusyMed a royalty-free, perpetual, world-wide, irrevocable, non-exclusive and fully sub-licensable right and license to use, modify, adapt, reproduce, publish, translate, create derivative works from, distribute, perform and display the content of the BusyMed Pharmacy
      Information, in whole or in part. Therefore, BusyMed will be entitled to, inter alia:

      1. organize, reproduce, display and otherwise use the content of the BusyMed Pharmacy Information as well as adapted and translated versions thereof (alone or in combination with other links and works) whether via the internet, via wired or wireless communication networks, simultaneously or successively and in locations and at times of its choice and to transfer such content on demand, via email, text message and other channels or media, as well as to duplicate the content for the abovementioned purposes;
      2. reproduce, transmit, publicly display, and / or distribute the BusyMed Pharmacy Information content as well as adapted and translated versions thereof via any medium;
      3. develop and operate hyperlinks that permit BusyMed App Users to access the BusyMed Pharmacy Dashboard;
      4. use, reproduce, organize, and publicly display the BusyMed Pharmacy Marks;
      5. edit, adapt, abbreviate, or translate in any languages the BusyMed Pharmacy Information, to add new or altered content / or works;
      6. to catalogue and archive the BusyMed Pharmacy Information, wholly or partly, in any technical form whatsoever and to transfer it into electronic databases and / or data networks. BusyMed does not grant third parties access to these databases;
      7. exploit advertising in online and offline media, in particular to grant access to the content of the BusyMed Pharmacy Information to
        advertising companies and to combine it with the content of other BusyMed Pharmacy Information and to incorporate it in print advertisements, brochures, advertisement films and advertising banners distributed by BusyMed or any authorised advertising company; and
      8. if the BusyMed Pharmacy authorizes BusyMed to do so, BusyMed can automatically produce Product lists or, if the Pharmacy Information contains image URLs, the right to exploit the BusyMed Pharmacy Site with web crawlers.
    4. All the content, trademarks and data on the BusyMed App are the property of or licensed to BusyMed and are protected from copying and infringement by legislation and treaties and may not be reproduced or copied by any means, whether electronically or otherwise, without our prior written permission.
    5. The BusyMed Apps contains images, names, codes, or other content that constitute the trademarks, logos, or copyrighted material owned by BusyMed Pharmacy’s and / or third parties and may not be copied or used without their express permission.
    6. For the purposes of this Agreement, BusyMed’s “Intellectual Property Rights" shall mean any Content, the Services, this Agreement, logos or otherwise, whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term, developed by or on behalf of us subsisting now or in the future in any part of the world, vests in BusyMed and all rights not expressly granted are reserved.
    7. The BusyMed Pharmacy shall have no claim of any nature in and to the Intellectual Property Rights, during or after termination or cancellation of this Agreement and shall not:
      1. dispute the validity or enforceability of such rights;
      2. cause to be done any act or thing contesting or in any way impairing or tending to impair any part of any of the Intellectual Property Rights;
        and shall not counsel or assist any other person to do so.
    8. The BusyMed Pharmacy may not use or alter any of BusyMed’s trademarks, trade or business names, designs or logos forming part of the Intellectual Property Rights, including but not limited to trade marks incorporating the terms "BusyMed" or do, or fail to do, anything that could adversely affect BusyMed’s Intellectual Property Rights or the value therein.
    9. BusyMed Pharmacy agrees to fully reimburse BusyMed for any loss or damage that BusyMed suffers as a result of any unauthorised use by the BusyMed Pharmacy of BusyMed’s Intellectual Property and which is in contravention with the terms of this Agreement.
    10. Content from the BusyMed App may only be downloaded, viewed, and printed for private and non-commercial purposes, and with permission, which permission must be obtained directly from BusyMed.
    11. Except as expressly stated in this Agreement, nothing in this Agreement shall grant or be deemed to grant either party any right, title or interest in any intellectual property rights of any kind (including copyright, trademarks, utility marks, domain names, trade and business names, designs and inventions) owned by the other party and except as expressly stated herein nothing in this Agreement shall entitle either party to use the other party's logos or trademarks or any other intellectual property rights in any way whatsoever without the prior written consent of the other party.
  25. INDEMNITY

    1. The BusyMed Pharmacy hereby indemnifies and hold BusyMed harmless, its parent, subsidiaries, affiliates, officers, directors and employees, against any and all loss, expense or damage they may suffer, or third party claims which may be made against them, including legal fees, which arise, directly or indirectly, from or in relation to:
      1. any breach of this Agreement, including any documents it incorporates by reference, by the BusyMed Pharmacy, its affiliates, or any of its employees or agents;
      2. any violation of any law or the rights of a third party relating to the BusyMed Pharmacy’s use of the BusyMed Services, by it, its affiliates, or any of its employees or agents;
      3. any of the BusyMed Pharmacy Products and / or Services offered or sold by it;
      4. any content and / or inaccurate information supplied by the BusyMed Pharmacy;
      5. any breach by the BusyMed Pharmacy in terms of its warranties;
      6. any breach of BusyMed’s security processes implemented for the security of the BusyMed Services and its e-commerce network infrastructure, other than where due to our gross negligence.
    2. The process of user identification is difficult and BusyMed does not and cannot guarantee any BusyMed Pharmacy or BusyMed App User identity and the BusyMed Pharmacy hereby indemnifies and hold BusyMed harmless, its parent, subsidiaries, affiliates, officers, directors and employees, against any and all loss, expense or damage they may suffer, or third party claims which
      may be made against them, including legal fees, which arise, directly or indirectly, from or in relation thereto.
  26. WARRANTIES

    1. BusyMed makes no warranties or guarantees regarding the success or increased Product sales the BusyMed Pharmacy may achieve from subscribing to the Premium Services and / or the BusyMed Top Spot Listing service, including no warranty that any Busymed App User will click through to the BusyMed Pharmacy’s Site and thereby purchase any BusyMed Pharmacy Products.
    2. The BusyMed Pharmacy warrants that it shall bear all risks of fraud or loss; in the processing and delivery of Busymed Pharmacy Transactions, as well as the risk of credit card fraud in respect of the fulfillment of these transactions.
    3. The BusyMed Pharmacy warrants to and in favour of, and in order to protect BusyMed's reputation, that it will, at all times, conduct itself and perform in terms of its obligations under this Agreement.
    4. The BusyMed Pharmacy warrants that it will at all times comply with the Consumer Protection Act 68 of 2008, Electronic Communications and Transactions Act 25 of 2002, and any other laws which may be applicable, as may be amended from time to time.
    5. The BusyMed Pharmacy warrants that, by uploading any media / content to the BusyMed App via the BusyMed Pharmacy’s Feed or otherwise, it has ownership to the copyright therein or has the permission of the copyright owner to publish such content on the BusyMed App and that such content does not otherwise violate this Agreement.
  27. COMPLIANCE WITH LAWS

    1. This Agreement, in its entirety, shall be interpreted and governed in all respects by the laws of the Republic of South Africa as well the policies of the South Africa Pharmacy Council (“SAPC”).
    2. Both parties to this Agreement are responsible for ensuring absolute compliance with all general and consumer legislation, as amended from time to time, including but not limited to the NCA, CPA, POPIA, and POCA.
    3. The BusyMed Pharmacy is further obliged to comply with all laws applicable to any intellectual property rights (including without limitation trade secrets, copyright, trademarks, registered designs and patents) in respect of any data, files and/or information accessed, retrieved or stored by the BusyMed Pharmacy through its use of any of the Services.
  28. PRIVACY

    1. The terms of the BusyMed Privacy Policy are specifically incorporated herein, and it is the responsibility of the BusyMed Pharmacy to ensure that they are made aware of the contents of the Privacy Policy.
    2. BusyMed is committed to protecting and respecting the privacy of the BusyMed Pharmacy.
    3. BusyMed will not disclose nor grant the personal information of the BusyMed Pharmacy to third parties for marketing purposes if you have requested us not to do so.
    4. BusyMed will collect your information to record and support your participation in the activities you select and may use your information:
      1. as part of our effort to keep the BusyMed Pharmacy informed about updates and other products or services offered by BusyMed;
      2. for record keeping purposes;
      3. to improve the quality of the BusyMed Services;
      4. for market research;
      5. to measure and improve activity on the BusyMed App; and
      6. to understand your preferences so that we can improve the features offered by BusyMed.
  29. PROHIBITED CONDUCT AND CONTENT

    1. Prohibited Conduct
      1. The BusyMed Pharmacy will not utilise the Services nor the BusyMed Pharmacy Dashboard for unlawful or fraudulent activity and any such behaviour will result in the BusyMed Pharmacy’s access to the Services being suspended or terminated, as described in the Suspension and Termination clause;
      2. The BusyMed Pharmacy undertakes not to engage in any prohibited conduct whilst using the BusyMed App or Services, as follows:
        1. Marketing and / or sale of counterfeit, stolen, or otherwise illegal items;
        2. threatening, stalking harassing, or advocating the harassment of another person;
        3. defrauding, inciting, or interfering with another person's use of the BusyMed App or Services;
        4. submitting false, inaccurate, or misleading information on the BusyMed Pharmacy Dashboard;
        5. conducting yourself in a false, inaccurate or misleading fashion or conducting fraudulent activities (including but not limited to impersonating a BusyMed App User or representative and / or requesting a BusyMed App User to provide you with their password or other information so as to access their account;
        6. deliver or attempting to deliver any damaging code to the BusyMed Pharmacy Dashboard or BusyMed App or attempting to gain unauthorised access to any page on the BusyMed Pharmacy Dashboard by whatever means; or
        7. causing harm to the security or functionality of the BusyMed App, Services, BusyMed Pharmacy Accounts, BusyMed App Users accounts, computer systems or networks connected to the BusyMed App by whatever means;
        8. conduct pertaining to mass messaging, in whatever form;
        9. keyword spamming or otherwise attempting to manipulate search results; violating any right of third-parties;
        10. being defamatory, trade libelous, unlawfully threatening or unlawfully harassing or promoting bigotry or discrimination;
        11. transmitting or posting profanity, adult content, or illegal content, such as child pornography;
        12. soliciting personal information from minors or harming or threatening to cause harm to minors;
        13. violating the Agreement or any applicable law (including those governing financial services, consumer protection, unfair competition, anti-discrimination, or false advertising);
        14. modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, selling, trading, or in any way exploiting BusyMed’s App content, other than the BusyMed Pharmacy’s information, except as expressly authorised by BusyMed in the Agreement;
        15. reverse engineering any portion of the BusyMed App or Services;
        16. reformatting or framing any portion of the BusyMed App;
        17. removing or modifying any copyright, trademark or other proprietary rights notice and any materials, printed, or copied, off the BusyMed App;
        18. recording, processing, or mining information about BusyMed App Users or other BusyMed Pharmacy’s;
        19. accessing, retrieving, or indexing the BusyMed App to construct or populate a searchable database of business listings or reviews; or
        20. using any robot, spider, site search or retrieval application, or other automated device, process or means to access,
          retrieve, scrape, or index the BusyMed App or any content thereon;
        21. making excessive traffic demands, and/or taking any action (such as stress testing) that exceeds the load advised by BusyMed, from time to time, or that imposes, or may impose in BusyMed’s sole discretion an unreasonable or disproportionately large load on BusyMed’s technology infrastructure after having received a request from BusyMed to reduce the load and the BusyMed Pharmacy has failed to do so;
        22. using the BusyMed App or Services or any BusyMed App content to transmit any items of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; using any device, software or routine that interferes with the proper working of the BusyMed App or Services, or otherwise attempting to interfere with the proper working of the BusyMed App or Services;
        23. removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of the BusyMed App, features that prevent or restrict the use or copying of the BusyMed App content, or features that enforce limitations on the use of the BusyMed App;
        24. doing anything which may render BusyMed liable to anyone, or cause BusyMed to lose, in whole or in part, the services of its internet service providers or other suppliers after having received a request from BusyMed not to engage in such activities, or after having received a request
          from BusyMed to remedy such act and the BusyMed Pharmacy has failed to do so.
    2. Prohibited Content
      30.2.1 The BusyMed Pharmacy will not post or upload any content that is unlawful, obscene, abusive, harassing, vulgar, offensive, intimidating, pornographic, defamatory, or which constitutes bait marketing, or which does or reasonably, including but not limited to intellectual property rights, rights to privacy, rights of ownership of names, copyright, brand names and all other rights relevant to competition, and to the use of any domain names protected by law;
      30.2.2 The BusyMed Pharmacy shall further not post, publish, sell any pornographic or offensive material, or material which it does not have the right to distribute.
    3. The BusyMed Pharmacy acknowledges its use of the BusyMed Pharmacy Dashboard and / or Services in any manner that violates the aforegoing provisions, BusyMed may incur substantial liability and / or suffer significant damages, including, without limitation to, fines and other related expenses from its payment processors and service providers and accordingly in the event of any such violation the BusyMed Pharmacy Account will be subject to limitation, suspension or immediate termination, as stated in the Suspension and Termination clause.
    4. The BusyMed Pharmacy will be subject to damages and other penalties, including criminal prosecution where applicable.
    5. The BusyMed Pharmacy will be held liable to BusyMed for any and all damages suffered by BusyMed and, without limiting the generality of the aforegoing, the BusyMed Pharmacy shall reimburse BusyMed for any and all
      costs, expenses, and fines levied on it by third parties such as its payment processors and / or service providers as a result of your activities.
    6. The BusyMed Pharmacy agrees that if it or BusyMed commence litigation or arbitration in connection with this clause, the prevailing party will be entitled to recover attorneys' fees and any other costs incurred in such proceeding on the attorney and own-client scale in addition to any other relief to which the prevailing party may be entitled.
    7. BusyMed will only host BusyMed Pharmacies who sell legal and registered products.
    8. BusyMed will not host a Busymed Pharmacy who sells tobacco and tobacco related products.
    9. BusyMed will not host a BusyMed Pharmacy who sells Tetrahydrocannabinol (THC) products or derivatives of THC products unless the BusyMed Pharmacy have obtained the license to do so.
  30. CONFIDENTIALITY

    1. For the duration of the Agreement the Busymed Pharmacy may receive, through the use of the BusyMed Pharmacy Dashboard and Services, information relating to BusyMed which is not known to the general public ("Confidential Information").
    2. The BusyMed Pharmacy agrees that all Confidential Information:
      1. shall remain BusyMed's exclusive property;
      2. shall be used only as is reasonably necessary for the BusyMed Pharmacy’s participation in the Services;
      3. shall not be disclosed to any individual, company, or other third party;
      4. shall be protected by taking all reasonable measures against any use or disclosure that is not expressly permitted in this Agreement;
      5. of the BusyMed App and BusyMed Pharmacy Dashboard, which includes our services and features, will not be reproduced, or replicated in any part.
    3. The BusyMed Pharmacy may not issue any press release or make any public statement related to the Services, or use the BusyMed name, trademark(s) or logo, in any way, including in promotional material, without the prior written consent of BusyMed, or misrepresent or embellish the relationship between the parties in any way.
    4. This Confidentiality clause extends to all information contained in the BusyMed Pharmacy Transaction Information and the BusyMed Pharmacy is prohibited from using information therein contained for any other purpose as set out in this Agreement.
  31. SUSPENSION & TERMINATION

    1. BusyMed shall, at its own discretion, suspend or terminate its Services to the Busymed Pharmacy and / or the BusyMed Pharmacy Account, in the following circumstances:
      1. Pending remedy of any breach committed;
      2. the unauthentic and / or inaccurate submittal of information;
      3. any act of breach;
      4. the posting of negative User reviews in relation to the BusyMed Pharmacy and the service of the BusyMed Pharmacy;
      5. Any receipt of complaints in respect of the BusyMed Pharmacy’s business practices.
    2. All property belonging to BusyMed in the possession of the BusyMed Pharmacy, for whatever reason, at the time of termination, shall be immediately returned to BusyMed and the BusyMed Pharmacy shall not be entitled to retain such property.
    3. The BusyMed Pharmacy will remove any reference to BusyMed and its logos, its content, and Services from all the BusyMed Pharmacy’s promotional and corporate materials, including all its electronic communications and websites.
    4. The following clauses in this Agreement will survive the suspension, termination, or expiration of the Agreement:
      1. Obligations of BusyMed;
      2. Obligations of the BusyMed Pharmacy;
      3. Fees, Charges and Payments;
      4. Rights of BusyMed;
      5. Intellectual Property Rights;
      6. Disclaimer;
      7. Disputes; and
      8. Domicilium.
  32. DISCLAIMER

    1. The BusyMed Pharmacy agrees that the BusyMed Pharmacy Dashboard and the BusyMed Services are supplied "as is" and "as available", and have not been compiled or supplied to meet the BusyMed Pharmacy’s individual requirements and therefore it is impossible for BusyMed to exhaustively test all software that supports the BusyMed Services.
    2. The BusyMed Pharmacy will use the BusyMed Pharmacy Dashboard and the BusyMed Services at its own discretion and risk.
    3. It is the BusyMed Pharmacy’s sole responsibility to ensure that the BusyMed App and the BusyMed Services will meet its specific requirements and be compatible with its hardware and/or software prior to accepting this Agreement.
    4. BusyMed will use reasonable care and diligence to ensure that the BusyMed Pharmacy Dashboard and the BusyMed Services are available, accurate, complete, correct, error-free, secure, up-to-date and / or reliable, it makes no representations or warranties, implied or otherwise, that, amongst others, the Services, the content and technology available from the BusyMed Pharmacy Data or information provided by BusyMed via email or other means will be available, timely, accurate, complete, correct, error-free, virus-free, secure, uninterrupted, up-to-date and/or reliable.
    5. BusyMed will not be liable for any failure to perform its obligations under this Agreement due to the occurrence of events beyond BusyMed’s control.
    6. Nothing in this Agreement will prevent or limit either BusyMed’s or BusyMed Pharmacy’s liability for fraud or willful misconduct; death or personal injury arising out of negligence; or gross negligence.
  33. LIMITATION OF LIABILITY

    1. BusyMed shall not be liable for any actual or contingent loss, liability, expense, costs (including legal costs on the scale as between attorney and own client and any additional legal costs), or damage of whatsoever nature (whether direct, indirect, consequential or otherwise) suffered by the BusyMed Pharmacy proven to be as a result of, or which may be proven to be attributable to or caused by:
      1. the breach by the BusyMed Pharmacy of any of its obligations as set out in the Agreement;
      2. any mistake, error, or omission in the information, including mistakes, errors and omissions originating from information submitted to BusyMed by the BusyMed Pharmacy or any other third party;
      3. the downtime of any telecommunications line and / or infrastructure and / or facilities;
      4. BusyMed does not accept any liability for illegal, defamatory or obscene content on or connected to the BusyMed App, other than loss or damage arising as a result of BusyMed’s gross negligence in respect of screening content on its App as BusyMed cannot screen or edit all the content available from its App;
      5. BusyMed does not necessarily agree with, edit, or sponsor the content on hyperlinks provided on the BusyMed App to other websites or mobi-sites, as the case may be. The BusyMed Pharmacy is encouraged to inform BusyMed of any such content that may be offensive or illegal.
    2. Any liability of BusyMed shall be limited to an amount equal to the preceding twelve (12) months fees paid in terms of this Agreement, by the BusyMed Pharmacy.
  34. DISPUTES

    1. In the event of a dispute, of any nature whatsoever, arising between the BusyMed Pharmacy and BusyMed on any matter provided for in or arising out of this Agreement and such dispute is not resolved through the BusyMed Customer Relations Department then, save for urgent or interim relief which may be granted by a competent court, such a dispute may be submitted to confidential arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa (“AFSA”).
    2. Arbitration proceedings shall be conducted in Cape Town in English.
    3. In the event of a dispute, of any nature whatsoever, arising between the BusyMed Pharmacy and another BusyMed Pharmacy or BusyMed App User, the BusyMed Pharmacy acknowledges that BusyMed are not and will not be a party to such dispute. BusyMed does not act as an agent of any of its BusyMed Pharmacies or BusyMed App Users and will not be responsible for resolving such disputes. BusyMed may however in its sole discretion elect, but shall not be obliged, to assist in the resolution of such dispute.
  35. NOTICES AND DOMICILIA

    1. The Parties hereby elect their respective addresses below for purposes of notices and correspondence to be given in terms of this Agreement and they respectively elect said addresses as their domicilium citandi et executandi (“domicilium”), as follows:
      BusyMed: 58 Roosevelt Road,
      Page 48 of 52
      Glendinningvale
      Port Elizabeth
      6210
      South Africa
      Email: pharmacy@busymed.com
      BusyMed Pharmacy: Physical Address and email address BusyMed has on record for the BusyMed Pharmacy, as provided by the BusyMed Pharmacy, from time to time.
    2. Each of the parties shall be entitled from time to time, by written notice to the others, to amend its domicilium to any other address which is not a post office box or poste restante.
    3. Any notice to be given to a party in terms of this agreement shall be valid and effective only if it is given in writing, delivered by hand, or by e-mail.
    4. Any notice which is delivered by hand shall be deemed to have been received on the date of delivery provided it was delivered to a responsible person during normal business hours.
    5. Any notice by e-mail shall, unless the contrary is proved, be deemed to have been received by the addressee on the Business Day following the date of transmission.
  36. GENERAL

    1. Cession & Transfer of rights
      1. Busymed is entitled to cede or assign any of its rights or obligations under this Agreement to any third party;
      2. for security reasons, the BusyMed Pharmacy shall not be entitled to cede, assign, transfer or otherwise dispose any of its rights and obligations under this Agreement to any other person, without the prior written consent of BusyMed;
      3. more specifically, should the BusyMed Pharmacy wish to sell or otherwise dispose of its business to which its pharmacy site, pharmacy shop and / or the BusyMed Pharmacy Transaction Information relates, the BusyMed Pharmacy and the prospective purchaser must notify BusyMed thereof, requesting either that this Agreement be ceded and assigned to such purchaser, or that this Agreement be terminated in accordance with its terms.
    2. Electronic Communications
      1. The BusyMed Pharmacy consents to the electronic delivery of this Agreement or any part thereof, any other agreements, notices or other communications ("Communications") from BusyMed regarding its BusyMed Pharmacy Account and / or its use of the BusyMed Services, to the fullest extent permitted by applicable law;
      2. Electronic Communications may be uploaded / posted on or to the BusyMed Pharmacy Dashboard and / or sent to the e-mail address BusyMed has on record for the BusyMed Pharmacy should be printed and retained for its records and BusyMed reserves the right, but assumes no obligation, to provide Communications in paper format;
      3. BusyMed Pharmacy agrees that in the event of a dispute between Busymed and the BusyMed Pharmacy or between the BusyMed
        Pharmacy and any other BusyMed Pharmacy or BusyMed App User, the electronic records of transactions, this Agreement, any identity verification information provided in a paper format and subsequently scanned or otherwise converted into an electronic format, and any other information stored or created electronically shall be admissible in a court of law or in relation to a law enforcement or regulatory investigation or prosecution.
    3. Governing Law & Jurisdiction
      1. The BusyMed App is hosted, controlled, and operated from the Republic of South Africa and therefore it, and the Agreement, are governed by the laws of the Republic of South Africa;
      2. Subject to the Disputes clause of this Agreement, BusyMed and the BusyMed Pharmacy submit to the jurisdiction of the courts within the Republic of South African.
    4. Non-waiver
      1. If either BusyMed or the BusyMed Pharmacy fails or delays to exercise any of its rights or remedies contained in this Agreement, they will not have been deemed to have waived any of those rights or remedies in any way.
    5. Severability
      1. Should any of the terms and conditions of this Agreement be held to be invalid, unlawful, or unenforceable, such terms and conditions shall be severable from the remaining terms and conditions which shall continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, BusyMed and
        the BusyMed Pharmacy agree to negotiate an amendment to remove the invalidity.
    6. Whole Agreement
      1. The Agreement, including the Privacy Policy and other documents, agreements or policies incorporated into these General Terms or the relevant Service Terms, is the entire Agreement between BusyMed and the BusyMed Pharmacy with respect to its use of the BusyMed App and BusyMed Services, and supersedes all documentation, information and other communications, whether spoken or written, between BusyMed and the BusyMed Pharmacy with respect to such access and use.
    7. BusyMed Corporate Information
      1. Full name: BusyMed (Proprietary) Limited, a company incorporated and registered in South Africa;
      2. Registration number 2016/532550/07;
      3. Business Activity: Online Pharmacy Marketplace;
      4. Website: http://www.busymed.co.za;
      5. Office bearer: M Jezile;
      6. Contact telephone number: +27 (0)41 373 0738;
      7. Physical Address: 58 Roosevelt Road
        Glendinningvale
        Port Elizabeth
        6210
        South Africa;

      8. Official email address: info@busymed.com;
      9. Billing Complaints: accounts@busymed.com;
      10. BusyMed Pharmacy Complaints: pharmacy@busymed.com;
      11. Download content: pharmacy@busymed.com;
      12. Customer Relations: pharmacy@busymed.com;
      13. Reporting Fraudulent Activity: pharmacy@busymed.com.