Terms and Conditions - Buyers

Background

(A) The parties intend to enter into discussions relating to the Purpose which will involve the disclosure of confidential information from Alpharize to You.

(B) The parties have agreed to comply with these Terms in connection with the disclosure and use of Confidential Information.

Agreed Terms

1. INTERPRETATION

1.1 Definitions:

Alpharize: being Alpharize Limited, incorporated and registered in England and Wales with company number 15106978 whose registered office is at 3 Hurst Place, Northwood, HA6 2JS.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: has the meaning given in clause 2.

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.

Group Company: in relation to a company, any member of its Group.

Holding company: has the meaning give in clause 1.2.5.

Purpose: the provision of Confidential Information including, but not limited to, particulars of sale, regarding the sale of pharmacy businesses in the United Kingdom.

Representative(s): in relation to each party and any member of its Group:

(a) its officers and employees that need to know the Confidential Information for the Purpose;
(b) its professional advisers or consultants who are engaged to advise that party and/or any member of its Group in connection with the Purpose;
(c) its contractors and sub-contractors engaged by that party and/or any member of its Group in connection with the Purpose; and
(d) any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the

Purpose.

Subsidiary: has the meaning given in clause 1.2.5.

Terms: being these terms comprising the confidentiality obligations of the parties.

You/Your: being a natural person, or such company including any company, corporation or other body corporate, wherever and however incorporated or established who agrees to these Terms.

1.2 Interpretation

1.2.1 A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time. A reference to legislation or a legislative provision includes all subordinate legislation made from time to time under that legislation or legislative provision.
1.2.2 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.
1.2.3 A reference to writing or written excludes fax but includes email.
1.2.4 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:
1.2.4.1 another person (or its nominee) by way of security or in connection with the taking of security; or
1.2.4.2 its nominee.
1.2.5 For the purposes of determining whether a limited liability partnership is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be interpreted so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.
1.2.6 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. CONFIDENTIAL INFORMATION

2.1 Confidential Information means all confidential information relating to the Purpose which Alpharize or its Representatives or any of its Group Companies, or their Representatives directly or indirectly discloses, or makes available, to You or its Representatives or any of its Group Companies, or their Representatives, before, on or after the date of these Terms. This includes:

2.1.1 the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;
2.1.2 the existence and terms of these Terms;
2.1.3 all confidential or proprietary information relating to:
2.1.3.1 the business, assets, affairs, customers, clients, suppliers, plans, intentions, or sale or market opportunities of Alpharize, any of Alpharize's Group Companies or any of Alpharize’s customers or clients; and
2.1.3.2 the operations, processes, know-how, technical information, trade secrets or software of Alpharize, or of any of Alpharize's Group Companies;
2.1.4 any information, findings, data or analysis derived from Confidential Information; and
2.1.5 any other information that is identified as being of a confidential or proprietary nature,
but excludes any information referred to in clause 2.2.

2.2 Information is not Confidential Information if:

2.2.1 it is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by You or your Representatives or by any of Your Group Companies or their Representatives in breach of these Terms (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);
2.2.2 it was available to You on a non-confidential basis prior to disclosure by Alpharize;
2.2.3 it was, is, or becomes available to You on a non-confidential basis from a person who, to Your knowledge, is not under any confidentiality obligation in respect of that information;
2.2.4 it was lawfully in Your possession before the information was disclosed by Alpharize; and
2.2.5 it is developed by or for You independently of the information disclosed by Alpharize and You provide documentary evidence of such independence to Alpharize’s reasonable satisfaction; and
2.2.6 the parties agree in writing that the information is not confidential.

3. CONFIDENTIALITY OBLIGATIONS

3.1 In consideration of the mutual obligations between the parties and Alpharize making Confidential Information available to You, You undertake to Alpharize that You shall:
3.1.1 keep the Confidential Information secret and confidential;
3.1.2 not use or exploit the Confidential Information in any way except for the Purpose;
3.1.3 not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with these Terms;
3.1.4 not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of Alpharize;
3.1.5 not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business;
3.1.6 apply the same security measures and degree of care to the Confidential Information as You apply to Your own confidential information, which You warrant as providing adequate protection from unauthorised disclosure, copying or use;
3.1.7 keep a written record of:
3.1.7.1 any document or Confidential Information received from Alpharize in tangible form; and
3.1.7.2 any copies made of the Confidential Information; and
3.1.8 ensure that any document or other records containing Confidential Information shall be kept at its registered office premises and shall not remove or allow those documents and records to be moved from those premises.

3.2 You shall establish and maintain adequate security measures (including any reasonable security measures proposed by Alpharize from time to time) to safeguard the Confidential Information from unauthorised access or use.

4. PERMITTED DISCLOSURE

4.1 You may disclose the Confidential Information to Your Representatives, any of Your Group Companies, or their Representatives on the basis that You:
4.1.1 inform those Representatives, Group Companies, or their Representatives of the confidential nature of the Confidential Information before it is disclosed; and
4.1.2 procures that those Representatives, Group Companies, or their Representatives comply with the confidentiality obligations in clause 3.1 as if they were You and if Alpharize so requests, procure that any of them enters into a confidentiality agreement with Alpharize on terms equivalent to those contained in these Terms; and
4.1.3 keeps a written record of those persons.

4.2 You shall be liable for the actions or omissions of Your Representatives, any of Your Group Companies, or their Representatives in relation to the Confidential Information as if they were Your actions or omissions.

5. MANDATORY DISCLOSURE

5.1 Subject to the provisions of this clause 5, You may disclose Confidential Information to the minimum extent required by:
5.1.1 an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
5.1.2 the rules of any listing authority or stock exchange on which its shares are listed or traded; or
5.1.3 the laws or regulations of any country to which its affairs are subject.

5.2 Before You disclose any Confidential Information pursuant to clause 5.1 it shall, to the extent permitted by law, give Alpharize as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2, You shall take into account Alpharize's requests in relation to the content of this disclosure.

5.3 If You are unable to inform Alpharize before Confidential Information is disclosed pursuant to clause 5.1 it shall, to the extent permitted by law, inform Alpharize of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

6.1 If so requested by Alpharize at any time by notice in writing to You, You shall promptly:
6.1.1 destroy or return to Alpharize or permanently erase (including, to the extent legally and technically practicable, from its computer(s) and communications systems and devices or from systems and data storage services provided by third parties) all documents and materials (and any copies) containing, reflecting, incorporating or based on any Confidential Information; and
6.1.2 certify in writing to Alpharize that it has complied with the requirements of this clause 6.1.

6.2 Nothing in clause 6.1 shall require You to return or destroy any documents and materials containing or based on the Confidential Information that You are required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of these Terms shall continue to apply to any documents and materials retained by You pursuant to this clause 6.2.

7. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT

7.1 Alpharize reserves all rights in its Confidential Information. The disclosure of Confidential Information by Alpharize to You does not give You or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in these Terms.

7.2 Except as expressly stated in these terms, Alpharize makes no express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.

7.3 The disclosure of Confidential Information by Alpharize shall not form any offer by, or representation or warranty on the part of, Alpharize to enter into any further agreement with You in relation to the Purpose or the development or supply of any services to which the Confidential Information relates to.

8. INDEMNITY

8.1 You shall indemnify Alpharize, its agents, officers, employees and each member of its Group (each an Indemnified Person) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by each Indemnified Person arising out of or in connection with any breach of these Terms by You, including as a result of the actions or omissions of any of its Representatives in accordance with clause 4.2.

8.2 If a payment due from You under clause 8.1 is subject to tax (whether by way of direct assessment or withholding at its source), Indemnified Person shall be entitled to receive from You such amount as shall ensure that the net receipt, after tax, of Indemnified Person in respect of the payment is the same as it would have been were the payment not subject to tax.

9. INADEQUACY OF DAMAGES

Without prejudice to any other rights or remedies that Alpharize may have, You acknowledge and agree that damages alone would not be an adequate remedy for any breach of the terms of these Terms. Accordingly, Alpharize shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of these Terms by You.

10. NO OBLIGATION TO CONTINUE DISCUSSIONS

Nothing in these Terms shall impose an obligation on Alpharize to continue discussions or negotiations in connection with the Purpose, or an obligation on Alpharize, or any of its Group Companies, to disclose any information (whether Confidential Information or otherwise) to You.

11. ENDING DISCUSSIONS AND DURATION OF CONFIDENTIALITY OBLIGATIONS

11.1 If Alpharize decides not to continue to be involved in the Purpose with You, it shall notify You in writing immediately.

11.2 Notwithstanding the end of discussions between the parties in relation to the Purpose pursuant to clause 11.1, each party's obligations under these Terms shall continue in full force and effect for a period of 3 years from the date of these Terms.

11.3 The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.

12. GENERAL OBLIGATIONS

12.1 Pursuant to The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the “Regulations”), Alpharize are required to undertake relevant due diligence including, but not limited to, any intended buyer, pursuant to the Purpose.

12.2 In accordance with the Regulations, Alpharize are required to verify Your identity, permanent address and any beneficial owners of a company, corporation or other body corporate (as applicable). If You fail to provide such information to Alpharize, we shall follow the reporting requirements contained within the Regulations and shall end discussions with you, pursuant to clause 11.

12.3 You shall:

12.3.1 co-operate with and comply with Alpharize’s reasonable instructions including, but not limited, all matters relating to the Purpose; and
12.3.2 provide to Alpharize in a timely manner all information, documents, items and such other materials in any form as reasonably required by Alpharize in connection with the Purpose, or otherwise, and ensure that they are accurate and complete.

13. NO PARTNERSHIP OR AGENCY

13.1 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14. GENERAL

14.1 Assignment and other dealings.

14.1.1 Alpharize may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms.
14.1.2 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms.

14.2 Entire agreement.

14.2.1 These Terms constitute the entire agreement between the parties.
14.2.2 Each party acknowledges that in entering into these Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.

14.3 Variation. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.4 Waiver.

14.4.1 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
14.4.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

14.5 Severance

14.5.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
14.5.2 If any provision or part-provision of these Terms is deemed deleted under clause 14.5.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.6 Notices

14.6.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:
14.6.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
14.6.1.2 sent by email to as notified by each party in writing.

14.6.2 Any notice shall be deemed to have been received:

14.6.2.1 if delivered by hand, at the time the notice is left at the proper address; or
14.6.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
14.6.2.3 if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

14.6.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.7 Third party rights.

14.7.1 Unless it expressly states otherwise, these Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
14.7.2 The rights of the parties to rescind or vary these Terms are not subject to the consent of any other person.

14.8 Electronic Signature. You agree to sign these Terms by electronic signature (whatever form the electronic signature takes) and that this method of signature is as conclusive of your intention to be bound by these Terms as if signed by manuscript signature.

14.9 Governing law. This Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

Last Updated: 27 Nov, 2024