SCRIPT provides its Services (as defined below) to the Partner through the App, subject to these General Terms. These General Terms apply to all use of the Services by the Partner and shall remain in force for the duration of the relationship between the Partner and SCRIPT. No terms other than: (i) these General Terms, and (ii) any Special Terms that are separately agreed to in writing between SCRIPT and the Partner, are implied and shall not be applicable to the Agreement unless the Parties have explicitly agreed to their application in writing. The Partner acknowledges that it has not relied on any statement, promise, representation, assurance or warranty that is not set out in this document.

 

By signing or otherwise accepting the Agreement or by accepting the Agreement as part of the account registration process (e.g., by clicking “I accept”) you, the Partner, hereby confirm that you have read and understood, and accept all of the terms and conditions contained herein and warrant and confirm to have read SCRIPT’s Partner Privacy Notice in full and understood its contents.

 

These General Terms incorporate within them, as though it were fully set out herein, SCRIPT’s Partner Privacy Notice (addressed and applicable to each of its Partners). That policy may be accessed at http://script.mt/privacy-policy and applies as well to the Partner’s use of the App and its related Services.

 

 

1.1 SUPER APPS LTD (“SCRIPT”) is a private limited liability company registered in Malta with company registration number C 101360 and its registered office situated at 125, Triq Anici, Qormi, Malta. SCRIPT has launched and is the owner of the App which, amongst other things, enables medical professionals including clinicians, dentists and physicians to transmit electronically prescriptions to their patients (“e-prescriptions”), provided they are registered to practice in Malta and have a registered account on the App.

 

1.2 These General Terms are addressed to those medical and related professionals who have registered an account with the App (termed our “Partners”) and regulates the legal relationship between them and SCRIPT in respect of their use of the App and the Services. Separate terms apply to end-users (such as patients). The Partner should read these General Terms, and any document referred to in them, very carefully. If there is anything which the Partner does not understand, the Partner should discuss this with SCRIPT and seek the necessary clarification.

 

1.3 SCRIPT makes available a number of services through its App, most particularly an e-prescription service which enables Partners to create, issue and receive requests for prescriptions made by end-users. In such case, the end-user’s payment for the prescription will also be affected over the App and then received by SCRIPT and released by it, net of any applicable commission, to the Partner. The App includes other available services, such as allowing the Partner to schedule and manage appointments with end-users, as further set out in the Special Terms. The Partner is required to meet strict eligibility requirements to be able use the App and Services, including being registered with the Malta Medical Council and suitably licensed to practice as a medical practitioner or (as applicable to the Partner) dental surgeon in Malta. SCRIPT reserves at all times the right to request appropriate documentation evidencing such matters and valid registration or licensing.

 

 

2.1 The following definitions shall apply in these General Terms:

 

(i) “Agreement” means both these General Terms and the Special Terms;

(ii) “App” means a digital application named Script and operated by Super Apps Ltd (Company Number C 101360) in order to make available and provide the Services;

(iii) “end-user” means a person using the services offered via the App but not in the capacity of a Partner, for example a person requesting an e-prescription from a Partner;

(iv) “Medical Professional” means medical practitioners and dental surgeons, both terms as set out in the Health Care Professions Act, Chapter 464 of the laws of Malta;

(v) “Partner” means any Medical Professional who has either signed the Agreement or otherwise been accepted by SCRIPT for registration on the App as a “Partner”;

(vi) “Services” means the services provided by SCRIPT to the Partner as per the Special Terms and includes collection of payments from end-users on behalf of the Partner; and

(vii) “Special Terms” means the special terms, additional to these General Terms, concluded between SCRIPT and the particular Partner.

 

2.2 In these General Terms, unless the context requires otherwise:

 

(i) headings are inserted for convenience only and will not affect the construction or interpretation of these General Terms;

(ii) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

(iii) words in the singular shall include the plural and vice-versa;

(iv) a reference to one gender shall include a reference to the other genders; and

(v) references to “writing” or “written” includes email.

 

 

3.1 The Partner registers and warrants to SCRIPT (at time of signature of this Agreement and account registration and on a continuing basis throughout the duration of this Agreement) that:

 

(i) the Partner is not under any legal disability with respect to, and is not subject to any law, regulation or court order, that prevents the Partner from entering into this Agreement and/or his performance of (a) the Agreement according to these General Terms; or (b) any transaction contemplated or otherwise created by the use of the App or Services;

(ii) the Partner: (a) has all the qualifications required, and is currently and fully licensed, to practice in Malta as a medical practitioner or (as applicable) dental surgeon and more particularly, the “Specialty” set out in the Special Terms; (b) is appropriately registered with the Malta Medical Council and this registration is in full and valid effect; and (c) is not the subject of any regulatory, investigative and/or disciplinary proceedings.

 

3.2 The Partner further represents and warrants that he: (a) has not previously been removed or suspended from using the App; (b) has full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which the Partner is a party or else subject; and (c) is not subject to any freezing order or other interdiction or restriction of any kind under applicable law from entering into transactions or owning and disposing of assets.

 

3.3 The Services are only available to health care professionals licensed to practice as a medical practitioner or dental surgeon in Malta and who are registered with the Malta Medical Council.

 

3.4 The Partner agrees and warrants that all of the foregoing representations and warranties given by him in this Clause 3 shall be true and accurate throughout the duration of this Agreement with reference to the facts and circumstances subsisting from time to time. The Partner shall immediately inform SCRIPT if there any facts or circumstances which could prevent or otherwise jeopardise his ability to comply with them. If, at any time after the date of execution of this Agreement, it should transpire that any of those representations or warranties is untrue or incorrect, or has been breached, then (without prejudice to any other rights or remedies available to it) SCRIPT shall entitled to, at is discretion, immediately terminate this Agreement.

 

 

4.1 In order to use the App and its Services, the Partner must create an account (the “Account”) and provide such information that SCRIPT may request. The account shall be accessible through the App using the Partner’s selected username and password.

 

4.2 No one shall have an automatic right to become a registered account holder. SCRIPT reserves the exclusive right to deny or refuse any account registration at its discretion, without obligation to provide reasons. The Services are only available to registered account holders.

 

4.3 When the Partner creates an Account, the Partner undertakes and agrees to:

 

(i) create a strong password (of sufficient complexity) that the Partner does not use for any other mobile application, website or online service;

(ii) maintain the security of the Partner’s Account by protecting the Partner’s password and restricting access to the Partner’s Account;

(iii) promptly notify SCRIPT as applicable if the Partner discovers or otherwise suspects any security breaches related to his Account; and

(iv) take responsibility for all activities that occur under his Account and accept all risks of any authorised or unauthorised access, to the maximum extent permitted by law.

 

4.4 The Partner must contact SCRIPT immediately if he suspects that his username or password details may have been disclosed to, or obtained by, a third party and/or that the security of those details have been compromised or may be in jeopardy.  SCRIPT will not be liable for any disclosures made by the Partner of its Account information (including its password) or for any weak or insecure password selected by the Partner, or for any resulting consequences.

 

4.5 The Partner’s Account is not sub-licensable or transferable and may only be used by the Partner personally. Creation of a new account following termination by SCRIPT is not permitted. SCRIPT reserves the right to, at any time and at its discretion, disable, suspend or delete the Partner’s Account if the Partner fails to comply with or fulfil any of these terms.

 

4.6 The Partner shall be responsible for obtaining and maintaining any devices or equipment (such as telephones) and connections needed for access to and use of the App and its Services and all charges related thereto. SCRIPT may also from time to time automatically update the App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the App for these reasons.  If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and Services.

 

4.7 The End-User must comply with applicable third-party terms of agreement (including those of any relevant AppStore) when using the App or any of its respective Services.

 

 

5.1. SCIPT licenses the use of the App to the Partner and provides it to the Partner to allow him to use the Services in the form offered by us from time to time solely for the purposes set out in these Terms. In the case of e-prescriptions, this entails enabling the Partner to inter alia: (a) receive renewal prescription requests from end-users, (b) accept or reject such requests, and (c) create e-prescriptions within the App and issue them to end-users. Further detail on each of the Services and their functions may be found within the App. This licence is non-exclusive and non-transferrable and does not include the right to sub-license and shall automatically terminate upon the termination of the Agreement, howsoever occurring or arising.

 

5.2. The Partner hereby authorises SCRIPT to receive payments on behalf of the Partner from end-users and to charge end-users on behalf of the Partner in the context of the Services. SCRIPT shall collect payments made to the Partner by end-users through the App on behalf of and for the account of the Partner. For clarity, SCRIPT does not act as a payment service provider and the Partner shall only be able to charge SCRIPT for the price and not the end-user.

 

5.3. SCRIPT shall deliver a sales report to the Partner electronically and the Partner hereby agrees to this. The Partner shall notify SCRIPT of any possible shortcomings or errors in the report within one (1) week after the delivery of the report. Absence of notification within said period shall be deemed the Partner’s final and unconditional acceptance of the report.

 

 

6.1. The Services enable the Partner to inter alia issue and/or renew prescriptions electronically and view appointments requested by end-users through the App. A full list of the Services available through the App is set out in the Special Terms and further detail on each of those Services can be found in the App itself. The Partner acknowledges and understands that: (a) the Partner is the qualified and registered medical practitioner or dental surgeon in these circumstances; (b) SCRIPT’s role is only that of an intermediary who connects the Partner with end-users and receives fee payments on behalf of the Partner; and (c) SCRIPT does not under any circumstance advise on or participate in, and has no involvement in, the requests made by end-users and/or the Partner’s medical advice or decisions, including any decision on whether to accept or reject a prescription request or to create, renew or modify a prescription.

 

6.2. The Partner accepts and assumes sole responsibility for all prescriptions, medical advice, treatment and decisions that are furnished or otherwise recommended by the Partner to end-users through or whilst using the App or which otherwise arise from the Partner’s use of the Services. In particular, it is the sole and exclusive responsibility of each Partner to:

 

(i) review and assess each and every single request which they receive from end-users;

(ii) identify whether the requesting end-user is an existing patient or not and of legal age;

(iii) determine whether the request is valid and genuinely made by the end-user (including whether there is any need to contact the end-user directly to verify that is in fact genuine and has not, for instance, been made by another person purporting to be that end-user);

(iv) report fraudulent requests to SCRIPT and the relevant authorities;

(v) assess and determine whether a consultation with the end-user is required before acting on the request (for example, whether to change the dose of the relevant medication);

(vi) in the case of prescriptions, decide whether to accept or reject a prescription request or, as applicable, renew or modify the end-user’s prescription. This includes establishing that the end-user does meet requirements under applicable law and regulation (if any) for being prescribed the particular product (such as in the case of birth control pills); and

(vii) follow up with the end-users and, where applicable, report any adverse reactions or medication errors to the appropriate authorities, including the Medicines Authority.

 

6.3. The Partner acknowledges and agrees that the end-users serviced or otherwise handled by it within the App are under that Partner’s care, responsibility and treatment, and that SCRIPT is not responsible for or involved in any way in the end-users’ medical care or treatment. The Partner further recognises and agrees that SCRIPT does not provide medical services or assistance as part of the Services or the App and that SCRIPT shall not be construed, or held out to be, as acting jointly with the Partner in any of the latter’s medical advice, decisions or treatment, including for any prescriptions issued, confirmed or renewed by the Partner.

 

6.4. In addition, SCRIPT shall have no responsibility, whether to the Partner or end-users, for any advice, actions, omissions or inactions (including lack of prompt action) by the Partner concerning end-users, including for any prescriptions that are issued, renewed, rejected or else modified, or any prescription requests that are ignored or not acted upon, by the Partner.

 

6.5. The Partner guarantees that the information provided for his account is and will remain correct. The Partner undertakes to keep its contact details and bank account details up to date. SCRIPT has the right to request further information (such as a bank statement) from the Partner prior to acting on a request to change his bank account details used for payments. In case SCRIPT suspects that the Partner’s account is being misused or has been compromised, SCRIPT has the right to deny any bank account change request at its sole discretion.

 

6.6. The Partner shall be solely and fully responsible for all damages, claims and complaints, including for actual, suspected or alleged adverse reactions or adverse drug events or change in health conditions suffered, by end-users which relate to or are connected with the Partner’s: (a) prescriptions or any other medical advice or decisions (including any decision, or refusal, to issue or renew a prescription); or (b) use of the App or Services. SCRIPT shall have no liability or responsibility with respect to the Partner’s interactions with any end-user through or whilst using the App or Services. SCRIPT does not, and assumes no responsibility or duty, for monitoring or reviewing any medical decisions, advice or recommendations of the Partner.

 

6.7. The Partner is responsible, to the exclusion of SCRIPT, for taking his own patient notes (including case history) and for keeping all patients records which he may be required to retain as part of his particular statutory or regulatory obligations or practices, and for providing such patient history or information to the relevant authorities and bodies in the manner as required.

 

6.8. The Partner shall keep all his account information confidential and is responsible for all activities that occur under his Account. SCRIPT shall have the right to, at the Partner’s request, access his Account in order to provide technical support and/or updates.

 

6.9. The Partner shall comply with: (i) all applicable laws, rules, regulations, enactments and codes relating to the profession of health care professionals and separately, the provision of medical or other health care services (including professional codes of ethics and standards of professional conduct) in all of the Partner’s actions and communications whilst using the App or Services, including but not limited to all rules applicable in Malta regulating the issuance of medical prescriptions; and (ii) all applicable professional secrecy rules, patient confidentiality privileges and requirements, and data protection rules and regulations. The Partner is also responsible for answering any questions which an end-user may have in relation to any prescription issued to him by the Partner, such as the possible side-effects and any such information that may be required to be given to patients under applicable laws and regulations.

 

 

7.1. The Partner agrees and undertakes not to:

 

(i) access or use the App for any purpose unrelated to the Services;

(ii) violate, or assist any party in violating, through the App or otherwise, any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organisation;

(iii) use or attempt to use another person’s personal SCRIPT account and/or access another person’s personal payment data through the Services or use another person’s personal payment cards when using the Services, without consent of that other person

(iv) provide false, inaccurate, incomplete or misleading information to SCRIPT;

(v) distribute (through the App or Services) any unsolicited or unauthorised advertising, promotional or marketing material or any junk mail, spam, or chain letters;

(vi) directly or indirectly (including by permitting others to) reverse engineer or disassemble any aspect of the App or Services for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas or algorithms;

(vii) take any action that imposes, or could impose, an unreasonable or disproportionately large burden or load on SCRIPT’s infrastructure (including, but not limited to, the App, its servers, networks, data centres and related or like equipment), or detrimentally interfere with, intercept, or appropriate or expropriate any system, data, or information of SCRIPT;

(viii) transmit or upload any material onto the App or its Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

(ix) harvest, mine, scrape or otherwise exfiltrate any user information from the App (regardless of whether it relates to SCRIPT, an end-user or any other Partner);

(x) share its account with any third party, particularly any competitor of SCRIPT;

(xi) attempt to gain, or assist any person with obtaining, unauthorised access to: (a) the App, the Services or systems of SCRIPT or the account of another Partner or any end-user; or (b) the computer systems or networks connected to the App or the Services, including through password mining, external or internal hacking or any other means;

(xii) access all or any part of the App or the Services in order to build a product or service which either competes with the App or such services or with SCRIPT generally;

(xiii) use bots or other automated methods to use the Services;

(xiv) create a SCRIPT account using a fake identity or an identity of another person or

(xv) use or otherwise access the Services other than through the interfaces expressly provided by SCRIPT, namely the App.

 

 

8.1 SCRIPT charges the Partner a commission for the Services (the “Commission”) in the manner set out in the Special Terms. The Commission is calculated on the professional fee (VAT inclusive) charged by the Partner in respect of the end-user.

 

8.2 Provided that the Partner has submitted to SCRIPT its bank account details and other information (such as a bank statement) required by SCRIPT to make the relevant payments, SCRIPT shall pay to the Partner a sum equalling the payments made by end-users for the Partner’s professional services during a calendar month to the Partner’s bank account by the last banking day of the following week, having first deducted all Commissions due and other applicable deductions defined in these General Terms. To this end, the Partner is appointing SCRIPT as its agent limitedly to receiving and holding the payments made by the end-user and releasing them, net of the commission due, to the Partner in accordance with these terms.

 

8.3 SCRIPT reserves the right to vary the Commission. SCRIPT will provide notice of the change in an email to the Partner two (2) weeks in advance before the amended Commission enters into force. If the Partner does not accept the change, it may terminate the Agreement provided it informs SCRIPT thereof in writing within that two (2) week notice period. If, however, the Partner continues to use the App or Services following the lapse of the given notice period, this shall constitute the Partner’s unconditional agreement to the amended Commission.

 

8.4 The Partner shall be solely responsible and liable for all taxes, levies and other costs associated with its professional services, including settling any VAT due to the relevant authorities. The VAT specifications of the Partner’s services in SCRIPT’s sales report, if any, are for convenience only and not to be used as a basis for the Partner’s VAT declarations. The Partner is not entitled to set-off or deduct any amounts from the amount payable to SCRIPT.

 

 

9.1 The Parties agree to have a 1-month trial period from the signing of the Agreement, during which the Agreement can be terminated by either Party with immediate effect. After the expiry of the trial-period, the Agreement shall stay in force until terminated in accordance with this clause 9. Thereafter, both SCRIPT and the Partner shall individually be entitled to terminate the Agreement at any time without need for cause on giving thirty (30) days’ written notice. The Partner may cancel his Account, and thus terminate this Agreement, by emailing info@script.mt

 

9.2 SCRIPT may: (a) suspend or restrict the Partner’s access to the App or any of the Services; and/or (b) terminate the Agreement and deactivate and cancel the Partner’s Account with immediate effect for any legitimate reason, including but not limited to where:

 

(i) SCRIPT is, in its reasonable opinion, required to do so by applicable law or any court, tribunal or other authority to which it is subject in any jurisdiction;

(ii) SCRIPT establishes or reasonably suspects that the Partner has acted in breach of the Agreement, or any applicable law or regulation relating to his profession or affecting his ability to practice as a health care professional, or has committed any criminal offence;

(iii) SCRIPT suspects that any prescriptions issued by the Partner are false or fraudulent;

(iv) SCRIPT has concerns about the security of the Partner’s Account or suspects the Services are being used in a criminal (including fraudulent) or unauthorised manner;

(v) the Partner’s Account, or any activity carried out under it, is subject to any litigation, investigation or government proceeding or where SCRIPT perceives a heightened risk of legal or regulatory non-compliance associated with the Partner’s Account activity;

(vi) the Partner has outstanding dues owed to SCRIPT;

(vii) the Partner ceases to be registered with the Malta Medical Council, or his licence to practice in Malta is revoked, surrendered or becomes suspended or if the Partner becomes the subject of any investigation or proceedings, including disciplinary proceedings, by any competent regulatory, governmental or professional body

(viii) the Partner’s activity becomes the subject of a material complaint by an end-user;

(ix) SCRIPT is ordered or directed to remove the Partner from the App by any competent authority or any court or tribunal of competent jurisdiction; and/or

(x) the Partner takes any action that may circumvent SCRIPT’s controls or security measures, such as opening multiple or duplicate accounts.

 

9.3 Termination shall be without prejudice to any other rights or remedies to which SCRIPT or, as the case may be, the Partner may be entitled under this Agreement or at law and shall not affect the coming into or the continuance in force of any provision of these General Terms which is expressly or by implication to come into effect or to continue in effect after such termination. All accrued rights to payment shall survive the termination of this Agreement.

 

9.4 Upon termination, the Partner shall cease to have the right to use, and shall immediately desist from using, the App and the Services.

 

 

10.1. Nothing in these General Terms limits or excludes a party’s liability for:

 

(i) death or personal injury caused by that party’s negligence;

(ii) fraud or fraudulent misrepresentation; or

(iii) any other liability that cannot be limited or excluded by law.

 

10.2. Subject to the foregoing, SCRIPT shall not be liable to the Partner for:

 

(i) any indirect, moral, consequential, special, punitive or exemplary damages, whether in contract, tort (including negligence) or otherwise (including, without limitation, (a) damages to the Partner’s device or that device’s software; (b) damages to the Partner’s computer equipment; (c) damages for loss of profits, revenue, goodwill, business or reputation; (d) loss or corruption of data or information; or (e) damages, including fines and administrative penalties, for non-compliance with regulatory or professional duties), that may be suffered or incurred by the Partner, or for which he becomes liable, as a result of or in connection with the Partner’s use, inability to use or non-use of the App or Services or SCRIPT’s breach of its obligations under the Agreement (each a “Loss”); or

 

(ii) any Loss due to actions taken by SCRIPT according to its rights under the Agreement.

 

10.3. SCRIPT is not responsible to the Partner for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or which otherwise arise due to any failure or disruption of any internet services, and the Partner hereby acknowledges and accepts that both the App and its Services may be subject to limitations, delays and other problems inherent in the use of such communications networks and/or facilities and/or reliance on internet services.

 

10.4. In addition to Clause 10.1, SCRIPT shall only have liability to the Partner for those direct damages that are actually sustained by the Partner as a result of SCRIPT’s breach or non-performance of its obligations in the Agreement. In the case of such direct damages, SCRIPT’s liability to the Partner shall in no circumstance exceed the amount of SCRIPT’s accrued Commission over the two (2) months which directly precede the event giving rise to the claim or, if no Commission applies, then the amount of €200 (two hundred Euros) per claim. In case the agreed limitation of liability is not permitted by applicable law, the liability of SCRIPT shall in such case always be limited to the greatest extent permitted by that law.

 

10.5. Except as expressly stated in these terms, SCRIPT does not give any representation, warranty or undertaking in relation to the App or Services. Any representation, condition or warranty which might be implied or incorporated into the Agreement by statute or otherwise is excluded to the fullest extent permitted by law. SCRIPT shall not be responsible for ensuring that the App or the Services are suitable for the Partner’s purposes, including professional purposes.

 

10.6. SCRIPT shall use its reasonable efforts to observe the care of a prudent service provider. The Partner however understands that the App and/or all or any one of the Services may, from time to time, become inaccessible, interrupted or temporarily unavailable as a result of communication failures, breakdown, or other malfunction, including inadequacy of or defect in any underlying internet or communication services or for scheduled maintenance or unscheduled emergency maintenance, either by SCRIPT or third-party providers, or because of causes beyond the reasonable control of SCRIPT. SCRIPT shall not bear any liability to the Partner for any such inaccessibility, interruption, downtime, unavailability or failure.

 

10.7. SCRIPT may, from time to time, need to interrupt, suspend or discontinue the App or Services to carry out maintenance or implement updates or to protect its interest or those of other users. Do not use the Services for backing up any data. SCRIPT shall not be liable for any Loss that may be suffered as a result of such interruption, suspension or discontinuance.

 

10.8. Both the App and the Services are provided on a strictly “AS IS” and “AS AVAILABLE” basis. SCRIPT does not warrant that the App or the Services will be uninterrupted, timely, secure, error-free (including vulnerabilities) or virus-free, or that they will run or operate properly on all or any particular hardware or computer systems, and nor does SCRIPT make any warranty as to the results or other information, including patient information and data, that may be obtained by the Partner from his use of the App and/or the Services. The Partner understands and accepts that SCRIPT may develop the App to include new features, and/or that the existing features or services may develop during the time the Agreement is valid.

 

10.9. The Parties each agree that the warranties contained in this Clause 10 are in lieu of and fully exclude, to the fullest extent permitted by law, all other terms, conditions or warranties that may be implied by statute, law or otherwise as to the merchantability, title, custom, non-infringement, accuracy or informational content or results or system integration, fitness for any particular purpose or satisfactory quality, of the App and the Services.

 

10.10. The exclusions and limitations of liability in this Clause 10 shall survive the termination of this Agreement and shall apply, with full force and effect, in perpetuity between the Parties and any other entity that is or becomes the owner of the App or the Partner’s Account, whether such occurs through a sale, merger, other transaction or by the operation of law.

 

 

11.1. The Partner shall defend, indemnify and hold SCRIPT harmless, on a full indemnity basis, from and against all claims, losses, damages and expenses (including reasonable attorneys’ fees, legal expenses and court costs) asserted against SCRIPT by any third party, or which are otherwise suffered or incurred by SCRIPT, as a result of or in connection with:

 

(i) the Partner’s breach of the Agreement, including these General Terms;

(ii) the Partner’s breach of any representations or warranties provided to SCRIPT;

(iii) any negligent or fraudulent act or omission or wilful misconduct on the Partner’s part; or

(iv) any third-party claim arising from or connected with any act or omission of the Partner.

 

 

12.1. SCRIPT will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement, caused by any act or event beyond its reasonable control (Force Majeure Event). If a Force Majeure Event takes place that hinders, delays, or otherwise affects the performance of SCRIPT’s obligations to the Partner:

 

(i) SCRIPT will contact the Partner as soon as reasonably possible; and

(ii) SCRIPT’s obligations will be suspended and the time for performance of its obligations will be extended for the duration of that Force Majeure Event.

12.2. In all cases, SCRIPT shall not be liable for any loss or damage incurred or suffered by the Partner which arises as a result of SCRIPT being prevented from performing any of its obligations by reason of any such Force Majeure Event (including, without limitation to the generality of the aforesaid, for any acts of God, government restriction, wars, act of terrorism, strikes, fire, failure of any telecommunication or internet service, energy failure, cyber-attacks, viruses or hacking, embargos, or any other event beyond the reasonable control of SCRIPT).

 

 

13.1. The Partner should refer to SCRIPT’s Partner Privacy Policy for information about how SCRIPT collects, uses, and shares the Partner’s information.

 

13.2. In this clause:

(i) the terms “controller”, “data subject”, “joint controller”, “personal data”, “personal data breach”, “process”, “processing”, “processor”, “special categories of personal data”, “supervisory authority”, “technical and organisational measures” and “third country” shall, unless otherwise defined herein, have the meanings given to those terms in the GDPR and their cognate terms shall be construed accordingly;

(ii) “Data Protection Laws” means all Maltese Data Protection Laws and all other data protection or privacy laws applicable to the Parties in connection with this Agreement;

(iii) “Maltese Data Protection Laws” means all applicable data protection and privacy legislation in force in Malta, including (i) the Data Protection Act, Chapter 586 of the Laws of Malta; (ii) Regulation (EU) 2016/679 (the General Data Protection Regulation or GDPR) and (iii) all national implementing laws, regulations and secondary or secondary legislation applicable in Malta which relate to the processing of personal data, in each case as may be amended, supplemented, or replaced from time to time.

 

13.3. The Parties acknowledge that, in the course of their relationship, they each act as a controller in respect of, and may share with the other Party, personal data relating to end-users in connection with the Partner’s receipt or use of the Services (“End-User Data”).

 

13.4. The Parties have determined that they are joint controllers of such End-User Data (as pertaining to the Services), and hereby acknowledge and agree that the following arrangements shall apply between them, including for the purposes of article 26 of the GDPR:

 

(i) SCRIPT shall be responsible for notifying the data subjects, as relevant to the End-User Data, of the matters specified in articles 13 and 14, GDPR;

 

(ii) where an end-user exercises his rights under Data Protection Laws (including in respect of any rights provided for under Chapter III of the GDPR) (a “data subject request”), SCRIPT shall (unless the parties agree otherwise) be responsible for responding to that request and the Partner shall cooperate with SCRIPT insofar as is reasonable in order to enable SCRIPT to assess and respond to that request in conformity with Data Protection Laws. The Partner shall forward all such data subject requests which it receives to SCRIPT to the following contact details: info@script.mt

 

(iii) where a Party becomes aware of any personal data breach impacting, affecting or otherwise relating to any End-User Data, that Party shall promptly inform the other Party so as to allow both Parties, as joint controllers, to investigate that breach and determine its cause. Each Party shall be bound to inform the other Party of any such personal data breach irrespective of whether there is a requirement to notify any supervisory authority or data subject(s) and, in all cases, shall do so by no later than twenty-four (24) hours after having become aware of the existence of that personal data breach. The Party with whom the personal data breach was committed or from whom the cause or reason for the breach originates shall be responsible for, as required at law, notifying that personal data breach to the supervisory authority and the affected data subject(s). The other Party must receive a copy of the notification and be kept informed of all developments relating to it. If the reason for the breach is not immediately attributable to any one of the Parties, then SCRIPT shall take lead on, and be responsible for, ensuring compliance with all data breach reporting or notification obligations (including those set out in article 32 and 33 of the GDPR); and

 

(iv) where a Party appoints a data processor, such Party shall ensure that the data processor agrees to be bound by enforceable contractual obligations relating to the matters set out in article 28, GDPR and, if required, that Party shall also enter into the Standard Contractual Clauses (Controller-Processor) with such processor. Each Party remains responsible for the data processors whom it has appointed.

 

13.5. Each Party shall comply with its obligations under article 26, GDPR and:

 

(i) acknowledges that, irrespective of the arrangements set out herein, the relevant data subjects may exercise their rights under the GDPR in respect of and against either Party in accordance with article 26(3), GDPR; and

 

(ii) agrees to provide the other Party with such cooperation as may reasonably be required to assist that other Party with complying with its obligations as a controller.

 

13.6. Each Party undertakes to use, in respect of End-User Data, technical and organizational measures that are appropriate and sufficient to comply with the obligations imposed on a controller under Data Protection Laws and shall take reasonable steps to ensure the reliability of any staff or other personnel who have or are given access to any End-User Data.

 

13.7. Where a Party is served with an order, or enforcement notice or information notice, or written request (each referred to herein as a “Notice”) in relation to any End-User Data made by any person or body having regulatory authority or competence over that Party or its processing activities or data protection responsibilities (including any competent supervisory authority), the other Party shall: (i) be informed about that Notice; and (ii) provide such assistance and take those steps within such time as the Party served with the Notice may in writing reasonably require in order to enable it to respond to and/or comply with the Notice.

 

13.8. Each Party will cooperate with the other Party in dealing with any enquiry made, or any investigation or proceeding initiated by any competent authority or regulatory body, which relates to or involves processing of End-User Data, including its disclosure.

 

13.9. Each Party acknowledges and undertakes to ensure that any transfer of End-User Data made by it to a third country complies with the requirements of Chapter V of GDPR.

 

13.10. Notwithstanding the provisions of this Clause 13, if and to the extent the parties determine in respect of any processing of End-User Data that the relationship between them is not one of joint controllers, either because it is between separate controllers or between controllers and processors or otherwise, they shall cooperate in agreeing and documenting new arrangements for that other relationship or those other relationships.

 

13.11. If during this Agreement, the Data Protection Laws change in a way that this clause 13 is no longer adequate for the purpose of governing their data protection relationship, the Parties will negotiate in good faith to review the Agreement in the light of the new legislation.

 

 

14.1. Unless otherwise stated by SCRIPT, all copyright and other intellectual property rights in or to the App and all content and other materials contained in the App or provided in connection with the Services, or which otherwise result from the provision of the Services, including, without limitation, all logos and all designs, text, graphics, pictures, information, documents, reports software, sound files and other files included in the App and the selection and arrangement thereof (collectively, the “Materials”) are and shall at all times be the property of SCRIPT or its licensors or suppliers and are protected by Maltese and international copyright laws and other intellectual property rights laws. This provision shall be without prejudice to: (a) End-User Data (as defined above), for which the Parties act as joint controllers; and (b) the Partner’s right to create, generate and retain patient records and history in connection with the results and information obtained from the Partner’s use of the App and Services.

 

14.2. SCRIPT hereby grants the Partner a limited, revocable, non-exclusive and non-transferrable license to access and use the Materials limitedly for the purpose of using the App and Services. Such license is subject to these General Terms and does not permit: (a) any resale of the Materials; or (b) distribution, public performance, communication to the public (including online) or public display of any Materials; or (c) modification of any Materials or creation or otherwise of any derivative works from the Materials or any portion thereof; or (d) any use of the Materials other than for their intended purposes. The license granted under this Clause 14 is personal to the Partner and cannot be sub-licensed, whether in whole or in part. Moreover, this licence shall automatically terminate if the Agreement is terminated or if SCRIPT otherwise suspends or terminates the Partner’s Account or access to the App or Services.

 

14.3. All rights in and to the App, the Services and their components are reserved by, and shall remain, with SCRIPT. The Partner shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, or sell, assign, trade, sublicense or otherwise transfer any rights, in or the App or the Services (including in respect of any software). The Partner shall comply with any notices on the use of the App and Services provided or published by SCRIPT. The Partner shall not use the App or the Services if the Partner is a competitor of SCRIPT, or if he intends to use them for the purpose of developing a competing product or service.

 

14.4. In this section, the term “Intellectual Property Rights” shall mean copyright and related rights, patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.

 

 

15.1. All trademarks and all other product and service names, logos and slogans that appear on the App or the Services belong to and are owned by SCRIPT, in Malta and in other countries, and may not be copied, imitated, or used, in whole or in part, without SCRIPT’s prior written content. The Partner may not use any trademark, product or service name of SCRIPT without SCRIPT’s prior written permission, including without limitation, any metatags or other “hidden text” utilising any trademark, product or service name of SCRIPT. In addition, the look and feel of the App and the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of SCRIPT and may not be copied, imitated or used, in whole or in part, without its prior written permission.

 

15.2. All other trademarks, product or company names mentioned through the App or Services are the property of their respective owners.  Reference to any third-party products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by SCRIPT.

 

 

16.1. In using the App or the Services, the Partner may view content provided by third parties, including links to web pages of such parties (the “Third-Party Content”). SCRIPT does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable.

 

 

17.1. SCRIPT shall be entitled to amend these General Terms at any time, by giving notice to the Partner two (2) weeks in advance. The Partner shall be responsible for reviewing and familiarising itself with any changes made to these General Terms. In the event that the Partner does not accept such changes, the Partner must without delay and in any case prior to the lapse of the two-week notice period, notify SCRIPT in writing that it does not accept them and proceed to cancel its Account. In the absence of notification within that timeframe, those amendments shall be deemed to have been unconditionally accepted by the Partner.

 

 

18.1. The Agreement is only enforceable by the Partner and SCRIPT, and no other person shall have any right to enforce any of its terms or provisions.

 

18.2. The Partner may not assign, transfer, dispose of or grant security over any of his rights and obligations under the Agreement without SCRIPT’s prior consent.

 

18.3. SCRIPT may however assign or transfer any of its rights or obligations under these Terms or delegate all or any of its functions to a third party, whether in whole or in part, without the Partner’s prior consent, provided that the Partner is given notice thereof.

 

 

19.1. Confidentiality. The terms and conditions of this Agreement, including but not limited to the Commission, are confidential between the Parties and shall not be disclosed to anyone else, except as may be necessary to give effect to its terms or after prior written approval of the other Party or if subject to a lawful order of a competent authority, court or tribunal.

 

19.2. Compliance with laws. Each Party shall be responsible for its own compliance with those laws, regulations, and other legal requirements applicable to the conduct of its business or profession. The Partner warrants and represents that it will use the App and the Services in full compliance with applicable laws and required professional conduct.

 

19.3. Disclosure. The Partner hereby appoints and authorises SCRIPT to receive confidential end-user information intended for the Partner (including patient information) and further authorises SCRIPT to disclose and transmit such information from the relevant end-user to the Partner and vice-versa (including for professional secrecy or patient confidentiality purposes).

 

This authorisation shall apply to all aspects of the Services, including prescription requests, renewals and issuances as well as patient appointments and records. SCRIPT shall be entitled to rely on this authorisation from the Partner in all of its dealings with End-Users.

 

19.4. Waiver. SCRIPT’s failure or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof. A waiver is only effective if given in writing.

 

19.5. Severance. Each paragraph of these General Terms operates separately. If any court, tribunal or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

 

19.6. Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the Parties and their successors in title and permitted assigns, and references to any Party shall include that party’s successors in title and permitted assigns.

 

19.7. Independent Contractors. No agency, partnership, joint venture or employment is created as a result of this Agreement and Partner shall not have any authority of any kind to bind SCRIPT in any respect. SCRIPT has the right to use subcontractors for the provision of the Services.

 

19.8. Survival. Clause 2, 6, 9, 10, 11, 12, 13, 14, 15, 19 and 20 shall, to the extent applicable, survive the termination of the Agreement.

 

19.9. Investigations. The Partner shall cooperate with and assist SCRIPT in connection with any investigation, examination or enquiry by any governmental, public or regulatory authority. The Partner shall promptly provide SCRIPT with any documents, certification, record or other materials they may request in connection with such investigation, examination or enquiry.

 

19.10. Entire Agreement. Save as otherwise expressly provided herein, these Terms constitute the entire agreement between SCRIPT and the End-User in relation to its subject-matter and SCRIPT shall not be liable to the End-User for loss arising from or in connection with any agreement, representation, statement or undertaking made prior to the coming into effect of these Terms other than those agreements, representations, statements or undertakings which are expressly incorporated or referred to in these Terms.

 

 

20.1. This Agreement between SCRIPT and the Partner (including its construction, validity and performance) shall be governed and construed in all respects by the laws of Malta.

 

20.2. Any dispute, controversy or claim, whether contractual or non-contractual, arising out of, or relating to, or concerning, this Agreement, or the breach, termination or invalidity thereof, shall be referred to and settled exclusively by arbitration in Malta in accordance with the Malta Arbitration Act, Chapter 387 of the laws of Malta and the Arbitration Rules of the Malta Arbitration Centre as at present in force, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The place of arbitration shall be Malta. The language to be used in the proceedings shall be English. The applicable substantive law shall be the laws of Malta. The arbitral award shall be final and binding upon the Parties, and no appeal shall lie thereto.