Terms and Conditions

• PRESCRIBER SERVICES AGREEMENT

  • (A) The Company operates Faces Consent for the purpose of providing resources to the aesthetics and beauty industry.

  • (B) The Prescriber has legal authority to issue prescriptions in the United Kingdom.

  • (C) The Prescriber wishes to store consents to medical treatment on Faces Consent subject to the terms and conditions of this agreement.

• This agreement is made up of the following:

  • (a) The Contract Details.

    (b) The Conditions.

    (c) The Schedule

• 2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.

• This Contract has been entered into on the date stated at the beginning of it. Please confirm your acceptance by ticking the box below.

• THE CONDITIONS

  • 1. INTERPRETATION

    • 1.1 The terms defined in the Contract Details shall apply in this agreement and in addition the following definitions and rules of interpretation shall apply.

      • Account: the Prescriber’s account with the Company.

      • Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

      • Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

      • Company User: a third party with an account on Faces Consent in the capacity of practitioner or seller of products.

      • Consent: a form of consent signed by a patient of the Prescriber in relation to the provision of medical treatment.

      • Patient: an individual to whom the Prescriber issues prescriptions.

      • Patient Data: personal data of Patients further described in The Schedule. 

      • Prescription Cost: the cost charged by a seller to fulfil a prescription.

      • Prescriber Data: Account data inputted by the Prescriber or the Supplier on the Prescriber’s behalf for the purpose of using Faces Consent.

      • Transactions: the issuing of a prescription by the Prescriber at the request of a Company User via Faces Consent .

      • Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices

    • 1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

    • 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

    • 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

    • 1.5 Unless the context otherwise requires:

      • (a) words in the singular shall include the plural and in the plural include the singular; and

        (b)a reference to one gender shall include a reference to the other genders.

    • 1.6 A reference to legislation or a legislative provision:

      • (a) is a reference to it as amended, extended or re-enacted from time to time; and

        (b) shall include all subordinate legislation made from time to time.

    • 1.7 A reference to writing or written includes fax and email.

    • 1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

    • 1.9 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

  • 2. THE ACCOUNT

    • 2.1 The Prescriber must have an Account with the Company. To register for an Account the Prescriber must provide to the Company all information (including, but not limited to, details of qualifications, registrations, licences and insurance) that the Company may reasonably require.

    • 2.2 The Prescriber shall notify the Company forthwith of any change in the Prescriber’s registration or licence status.

    • 2.3 The Prescriber undertakes that it shall keep a secure password for its Account.

    • 2.4 The Prescriber shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of Faces Consent that:

      • (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

      • (b) facilitates illegal activity;

      • (c) depicts sexually explicit images;

      • (d) promotes unlawful violence;

      • (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

      • (f) is otherwise illegal or causes damage or injury to any person or property;

      • and the Company reserves the right, without liability or prejudice to its other rights to the Prescriber, to disable the Prescriber's access to any material that breaches the provisions of this clause.

    • 2.5 The Prescriber shall not:

      • (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Faces Consent in any form or media or by any means.

      • (b) access all or any part of Faces Consent in order to build a product or service which competes with Faces Consent; or

      • (c) subject to clause 18.1 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the services and/or provided by Faces Consent available to any third party except the Company Users, or

      • (d) attempt to obtain, or assist third parties in obtaining, access to Faces Consent, other than as provided under this clause 2; or

      • (e) introduce, or permit the introduction of, any Virus into the Company's network and information systems.

    • 2.6 The Prescriber shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Faces Consent and, in the event of any such unauthorised access or use, promptly notify the Company.

  • 3. COMPANY'S OBLIGATIONS

    • 3.1 The Company shall be responsible for developing, operating and maintaining Faces Consent.

    • 3.2 The Company shall store the Consents on behalf of the Prescriber.

    • 3.3 The Company may at any time or times without notice to Prescriber change the name of Faces Consent.

    • 3.4 The Company:

      • (a) does not warrant that:

        • (i) the Prescriber's use of Faces Consent will be uninterrupted or error-free;

        • (ii) that Faces Consent and/or the information obtained by the Prescriber through Faces Consent will meet the Prescriber's requirements; or

        • (iii) Faces Consent will be free from Viruses.

      • (b) is not responsible 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, and the Prescriber acknowledges that Faces Consent may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

    • 3.5 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

    • 3.6 The Company uses Amazon Web Services (AWS) to back-up all Prescriber Data. In the event of any loss or damage to Prescriber Data, the Prescriber's sole and exclusive remedy against the Company shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged Prescriber Data from the latest back-up of such Prescriber Data maintained by the Company in its AWS account. The Company shall not be responsible for any loss, destruction, alteration or disclosure of Prescriber Data caused by any third party except those third parties sub-contracted by the Company to perform services related to Prescriber Data maintenance and back-up for which it shall remain fully liable.

    • 3.7 This agreement is non-exclusive and does not prevent or restrict the Company from entering into similar or different agreements with third parties. The Company makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.

  • 4. PRESCRIBER'S OBLIGATIONS

    • 4.1 The Prescriber shall provide the Company with:

      • (a) all co-operation reasonably required by the Company in relation to this agreement; and

      • (b) all access to such information as may be required by the Company,

        as is necessary for the proper performance of the Company's obligations under this agreement.

    • 4.2 The Prescriber acknowledges and agrees that they have no authority to legally bind the Company in relation to Company Users, other users or anyone else and that they have not been appointed and are not the agent of the Company for any purpose. The Prescriber agrees that they shall not make to anyone any representation or commitment about the Company or Faces Consent.

    • 4.3 The Prescriber shall comply with all applicable laws and regulations, including laws relating to the issuing of prescriptions, data protection, with respect to its activities under this agreement and to their practice.

    • 4.4 The Prescriber may, if requested to do so by a Company User issue prescriptions for use by such Company User and its patient. The Prescriber may charge a fee for writing any prescription and any such fee and the payment thereof shall be manged between the Prescriber and the Company User via Faces Consent. Payment shall not be made directly between the Prescriber and the Company User outside of Faces Consent.

    • 4.5 The Prescriber shall not distribute any marketing materials to Company Users.

    • 4.6 In order to protect the legitimate interests of the Company, the Prescriber covenants with the Company that they shall not, except with the prior written consent of the Company:

      • (a) issue prescriptions at the request of Company Users outside of Faces Consent or solicit or entice away (or attempt to solicit or entice away) any Company User from Faces Consent;

      • (b) have any business dealings with, or solicit, entice or attempt to entice away, any other prescriber, a seller or practitioner registered with the Company to use Faces Consent if such dealing, solicitation or enticement causes or is reasonably likely to cause such prescriber, practitioner or seller to cease supplying, or to reduce its supply of goods or services using Faces Consent or to vary adversely the terms upon which it conducts business with the Company.

    • 4.7 The Prescriber shall be bound by the covenants set out in clause 4.6 during the term of this agreement and for a period of 12 months after termination of this agreement.

    • 4.8 Bank Details and Payment Processing

      It is the responsibility of the user to ensure that all bank account details and related payment information provided to Faces are accurate and up to date. Faces, including its payment partners, shall not be held liable for any delays, failed transactions, or financial losses resulting from incorrect or incomplete information submitted by the user.

      Users acknowledge that providing inaccurate details may affect their ability to receive payments or refunds, and agree that any resulting issues are their sole responsibility.

  • 5. TEAMS AND SHARED ACCESS

    • 5.1 Overview

      • Where the Prescriber uses the Teams and Shared Access functions within Faces Consent, this clause applies in addition to all other terms of this agreement.

      • These features allow Prescribers to collaborate with Practitioners and Business Owners under a shared business account to manage bookings, prescriptions, communications, and payments.

    • 5.2 Definitions

      • For the purposes of this clause:
      • (a) Business Owner means the clinic owner who created the primary business account and holds full control over the business profile, locations, Team settings, calendars, and payout configurations.
      • (b) Team Member means any individual authorised by the Business Owner to access or assist in managing the business account.
      • This includes:
        • (i) a Prescriber, providing prescription services within the Team;
        • (ii) an Admin, managing bookings, patient records, or payments on behalf of the Business Owner; or
        • (iii) a Team Viewer, with limited or view-only permissions for administrative purposes.
      • All Team Members act under the authority of the Business Owner, who remains responsible for ensuring that all invited users comply with this agreement and applicable law.

    • 5.3 Roles and Responsibilities

      • (a) The Business Owner is responsible for:
        • (i) creating and managing Team accounts, assigning roles and permissions, and configuring payout settings;
        • (ii) ensuring that all invited Prescribers are properly registered and qualified to issue prescriptions within the United Kingdom; and
        • (iii) ensuring that the Team’s use of the platform complies with this agreement and all relevant healthcare regulations.
      • (b) Prescribers must act only within the permissions granted by the Business Owner and are responsible for all prescriptions issued and clinical activities undertaken through Faces Consent.
      • (c) Faces Consent provides only the digital infrastructure for connection, scheduling, and prescription management and is not a party to any employment, agency, or professional arrangement between the Business Owner and Prescriber.
      • (d) Where a Business Owner invites an individual who is not yet a registered Faces Consent user (“Invitee”), that individual shall have no access to the platform until registration and verification are complete. Any information, data, or access shared with such an Invitee prior to registration is the sole responsibility of the Business Owner. Faces Consent bears no liability for actions or disclosures by unregistered individuals invited through the Teams feature.

    • 5.4 Shared Data and Access

      • (a) When working within a Team, the Prescriber may view or process patient and practitioner information strictly for the purpose of prescribing or reviewing clinical suitability.
      • (b) All data accessed within a Team must remain confidential and be handled in accordance with Clause 9 (Data Protection).
      • (c) The Business Owner cannot access or modify the Prescriber’s independent prescription records or patient data outside of the shared bookings visible in the business calendar.
      • (d) Once a Prescriber is removed from a Team, access to the Team’s shared calendar, payments, and business-related patient data is revoked immediately. The Prescriber’s independent records, calendar, and patient data remain private to their own account.

    • 5.4A Booking Links Within Teams

      • (a) Each Prescriber may generate and share their own booking link when connected to a clinic or Team through Faces Consent.
      • (b) Bookings made through a Prescriber’s link are attributed to that Prescriber but appear within the Business Owner’s shared calendar for visibility and scheduling purposes.
      • (c) The Prescriber remains fully responsible for all clinical reviews, prescription decisions, and communication arising from such bookings, while related payments and deposits are managed under the Business Owner’s payout configuration.
      • (d) If a Prescriber shares a personal booking link not connected to the clinic or Team, any related bookings, payments, or communications are considered independent and fall outside the scope of this agreement.
      • (e) When a Prescriber is removed from a Team, any future bookings made through their Team-linked booking link are automatically cancelled or reassigned to another Prescriber within the clinic at the Business Owner’s discretion. The Prescriber’s private booking link remains active under their individual account.

    • 5.5 Payments, Payouts, and Refunds

      • (a) All payments collected through Teams follow the payout configuration set by the Business Owner for bookings made through their business account.
      • (b) Deposits or partial payments made before a Prescriber’s removal remain allocated to that Prescriber unless refunded or reallocated by the Business Owner.
      • (c) Faces Consent acts only as a payment facilitator and is not responsible for internal payment-sharing disputes or incorrect payout configurations.
      • (d) All payments collected through Faces Pay, Finance, or any other payment feature within Faces Consent must be processed on-platform. Payments accepted outside these methods are the sole responsibility of the Business Owner and the Prescriber.
      • (e) Refunds. Where a refund is requested by a patient for an appointment or prescription booked under a business account:
        • (i) the Business Owner is responsible for reviewing and approving the refund through Faces Consent;
        • (ii) refunds follow the same payout configuration as the original transaction;
        • (iii) if the refund relates to a Prescriber’s service, the refunded amount shall be charged to the Prescriber through their saved card on file, and the corresponding transaction adjusted accordingly; and
        • (iv) Faces Consent bears no responsibility for refund delays or financial disputes between Business Owners and Prescribers.

    • 5.6 Data Confidentiality and Ownership

      • (a) Patient and practitioner data accessible to the Prescriber within a Team must only be used for clinical assessment and prescribing purposes.
      • (b) The Business Owner remains the data controller for all information accessed within the Team environment.
      • (c) The Prescriber acts as an independent controller for their own prescription records and medical notes created under their personal account.
      • (d) Any unauthorised downloading, sharing, or exporting of patient or prescription data by a Prescriber may result in termination of Team access and potential legal action.

    • 5.7 Compliance and Termination

      • (a) Prescribers must ensure that all activities within a Team comply with professional, clinical, and regulatory standards under UK law.
      • (b) Faces Consent reserves the right to remove or restrict Team functionality if misuse, data breaches, or non-compliance are identified.
      • (c) Removal of a Prescriber from a Team does not terminate this agreement and does not affect the validity of previous prescriptions issued by that Prescriber.

  • 6. CHARGES AND PAYMENT

    • 6.1 All payments for prescriptions issues by the Prescriber shall be manged by the Company’s third-party payment provider.

    • 6.2 The Prescriber shall pay Commission to the Company in relation to each Transaction.

    • 6.3 For the duration of this agreement, the Prescriber agrees to the Company invoicing the Prescriber for Commission payable under a self-billing arrangement. The Company will issue a self-billing invoice to the Prescriber for all Commission due on a weekly basis and the Prescriber will be able to download details of all Transactions from its Account.

    • 6.4 On Sunday in each week the Company shall deduct from the Account the Commission due to the Company in relation to all Transactions in the preceding week.

    • 6.5 All sums payable under this agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition. The Prescriber agrees that:

      • (a) it is registered for VAT and will, within 14 days of this agreement, provide the Company with its VAT registration number.

      • (b) for so long as the self-billing arrangement is in place, it will not raise VAT invoices for supplies made under this agreement; and

      • (c) it will notify the Company immediately if the Prescriber ceases to be registered for VAT, transfers its business as a going concern or becomes registered for VAT under another VAT registration number.

    • 6.6 The Prescriber shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement.

  • 7. Refer and Earn Program

    The following terms outline the structure and conditions of Faces Consent's Referral and Earn program. By participating in this program, you agree to abide by these rules and guidelines. This program is designed to reward our users for referring businesses for sign-up on Faces Consent, product purchases on the Faces Marketplace, and appointment referral. Please note that Faces Consent reserves the right to modify, suspend, or terminate the referral program at any time, and any suspected abuse or fraudulent activities will result in the refusal of credits and possible account suspension. Below are the key elements of the Referral and Earn program:

    7.1 Referral Link

    • Users can share referral links for products and registrations. When a client makes a purchase or signs up using the user's referral link, the user earns a commission.

    7.2 Multiple Referral Types

    • Product Referral: Earn 1% commission of the product price for every purchase made through the user's unique referral link. Referral rewards are calculated only on the product price, excluding shipping or other charges.
    • Appointment Referral: When a client who booked an appointment with the clinic buys a product through Faces Marketplace, the user earns a commission on any product purchased.
    • Registration Referral: Users can share a registration referral link, earning £20 credit for each new users who registers and completes their business profile.

    7.3 Referral Priority

    • Last Event Wins: If a user shares a referral link and the same client clicks on another user's link later, the second user will receive the commission for future purchases from that client. This means that the most recent referral link clicked by the client takes priority.
    • Ongoing Referrals: Once a user has been "claimed" by the client (via their referral link), they will earn the commission on that client’s purchases going forward, as long as the client continues purchasing the same product.
    • Appointment referrals: When a client who has booked an appointment with the clinic buys a product through Faces Marketplace, the user earns a commission on any product purchased. However, if the client later booked an appointment through a different business, and buys a product through Faces Marketplace the last event wins logic applies, and the second user will receive the commission for all future purchases made by that client

    7.4 Cash-Out Process

    • Referral Wallet: Registration, Product and appointment referral earnings are stored in the user's Faces referral wallet. With Registration and Product referral credits, users can choose to cash out up to 80% of their referral earnings, with a minimum amount of £50 to cash out, or spend the full amount in the Faces shop.
    • Minimum Cash-Out: A minimum £50 in referral earnings is required before a user can cash out their referral wallet. If the referral amount is below £50, the user can still use the balance in the shop.

    7.5 Referral Link Sharing:

    • Link Sharing: Users can share their product referral links via social media, email, or direct messaging. The link will only work when clicked by the user’s client; if the client clicks on another user's link later, the referral will be transferred to that new user.
    • Unique Links: Each product has a unique referral link tied to the user's account. Users must use these links for sharing to earn.

    7.6 Referral Earnings and Exclusions:

    • Non-Referral Purchases: If a client purchases a product without using a referral link, no referral commission will be paid to any user. This applies to prescription-based products and other purchases outside of the retail (B2C) product category.
    • No Referral on Prescription Products: Referral rewards will not be offered on prescription products or services related to prescriptions.

    7.7 Program Modifications:

    • Changes to the Referral System: Faces Consent reserves the right to modify the Referral and Earn program at any time without prior notice, including adjusting commission rates, cash-out rules, and eligible product categories.

    7.8 Right to Refuse Referral Credits:

    • Faces consent can refuse payouts at their dismissal and do not need to prove or provide evidence of reasons why payouts are held back.

    • 8. PROPRIETARY RIGHTS

      • 8.1 The Prescriber acknowledges and agrees that the Company and its licensors own all intellectual property rights in Faces Consent and all the Company's products and services. Except as expressly stated herein, this agreement does not grant the Prescriber any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences belonging to the Company. All such rights are reserved to the Company.

    • 9. CONFIDENTIALITY

      • 9.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.

      • 9.2 Each party may disclose the other party's confidential information:

        • (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 9; and

        • (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      • 9.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

      • 9.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

      • 9.5 This clause 9 shall survive termination of this agreement, however arising.

    • 10. DATA PROTECTION

      • 10.1 Definitions used in this clause:

      • Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

        Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);] [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].

        Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

        UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

      • 10.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

      • 10.3 The parties acknowledge that for the purposes of the Data Protection Legislation, each party acts as an independent Controller of Prescriber Data and that in all other circumstances the Prescriber is the Controller and the Company is the Processor of Patient Data. The Schedule sets out the scope, nature and purpose of processing of Patient Data by the Company, the duration of the processing and the types of Personal Data and categories of Data Subject.

      • 10.4 Without prejudice to the generality of 58.2, the Prescriber will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of Patient Data to the Company for the duration and purposes of this agreement.

      • 10.5 Without prejudice to the generality of 58.2, the Prescriber will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of Patient Data to the Company for the duration and purposes of this agreement.

      • 10.6 Without prejudice to the generality of 58.2, the Company shall, in relation to any Patient Data processed in connection with the performance by the Company of its obligations under this agreement:

        • (a) process that Patient Data only on the documented written instructions of the Prescriber which are set out in The Schedule unless the Company is required by Domestic Law to otherwise process that Patient Data. Where the Company is relying on Domestic Law as the basis for processing Patient Data, the Company shall promptly notify the Prescriber of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Company from so notifying the Prescriber;

        • (b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Patient Data and against accidental loss or destruction of, or damage to, Patient Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Patient Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Patient Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

        • (c) ensure that all personnel who have access to and/or process Patient Data are obliged to keep the Patient Data confidential; and

        • (d) not transfer any Patient Data outside of the UK unless the prior written consent of the Prescriber has been obtained and the following conditions are fulfilled:

          • (i) the Prescriber or the Company has provided appropriate safeguards in relation to the transfer;

          • (ii) the data subject has enforceable rights and effective legal remedies;

          • (iii) the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Patient Data that is transferred; and

          • (iv) the Company complies with reasonable instructions notified to it in advance by the Prescriber with respect to the processing of the Patient Data;

          • (v) assist the Prescriber, at the Prescriber's cost, in responding to any request from a Data Subject and in ensuring compliance with their obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

          • (vi) notify the Prescriber without undue delay on becoming aware of a Personal Data Breach;

          • (vii) at the written direction of the Prescriber, delete or return Patient Data and copies thereof to the Prescriber on termination of the agreement unless required by Domestic Law to store the Patient Data; and

          • (viii) maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and allow for audits by the Prescriber or the Prescriber's designated auditor and immediately inform the Prescriber if, in the opinion of the Company, an instruction infringes the Data Protection Legislation.

      • 10.6 The Prescriber consents to the Company appointing the relevant affiliates and/or group companies of the following third-party processors of Patient Data under this agreement: Amazon Web Services and Google Analytics. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business or incorporating terms which are substantially similar to those set out in this clause 9 and in either case which the Company undertakes reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Prescriber and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 9.

      • 10.7 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).

      • 10.8 The Company agrees to indemnify, keep indemnified and defend at its own expense the Prescriber against all costs, claims, damages or expenses incurred by the Prescriber or for which the Prescriber may become liable due to any failure by the Company or its employees, subcontractors or agents to comply with any of its obligations under this agreement and/or the Data Protection Legislation.

    • 11. INDEMNITY

      • 11.1 The Prescriber shall indemnify the Company 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 reasonable professional costs and expenses) suffered or incurred by the Company arising from or related to the writing of prescriptions by the Prescriber via Faces Consent or any breach or alleged breach of this agreement.

    • 12. LIMITATION OF LIABILITY

      • 12.1 This clause 12.1 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Prescriber:

        • (a) arising under or in connection with this agreement; and

        • (b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

      • 12.2 Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

      • 12.3 Nothing in this agreement excludes the liability of the Company:

        • (a) for death or personal injury caused by the Company's negligence; or

        • (b) for fraud or fraudulent misrepresentation.

      • 12.4 Subject to clause 12.3:

        • (a) the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

        • (b) the Company's total aggregate liability in tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by the Prescriber to the Company during the 12 months preceding the date on which the claim arose.

    • 13. DURATION AND TERMINATION

      • 13.1 This agreement shall commence on the Commencement Date and shall continue until terminated by either party at any time on written notice to the other party.

    • 14. CONSEQUENCES OF TERMINATION

      • 14.1 On termination of this agreement for any reason:

        • (a) all licences and benefits granted under this agreement shall immediately terminate;

        • (b) the Consents shall be returned to the Prescriber on request or, if not returned to the prescriber, stored by the Company for seven years at the end of which period they Consents shall be destroyed;

        • (c) the provisions of clause 5 shall continue in force in relation to all prescriptions issued to Company Users before the date of termination.

        • (d) each party shall return and make no further use of any property, materials and other items (and all copies of them) belonging to the other party; and

        • (e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

    • 15. FORCE MAJEURE

      • Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

    • 16. WAIVER

      • 16.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

      • 16.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

    • 17. RIGHTS AND REMEDIES

      • The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

    • 18. SEVERANCE

      • 18.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

      • 18.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

    • 19. ENTIRE AGREEMENT

      • 19.1 This agreement constitutes the entire agreement between the parties.

      • 19.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

      • 19.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a representation shall be for breach of contract.

      • 19.4 Nothing in this clause shall limit or exclude any liability for fraud.

    • 20. ASSIGNMENT AND OTHER DEALINGS

      • 20.1 The Prescriber shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of the Company.

      • 20.2 The Company may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

    • 21. NO PARTNERSHIP OR AGENCY

      • Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

    • 22. VARIATION

      • No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    • 23. THIRD PARTY RIGHTS

      • This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

    • 24. NOTICES

      • 24.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

        • (a) 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

        • (b) sent by email to addresses set out in the Contract Details (or an address substituted in writing by the party to be served):

      • 24.2 Any notice shall be deemed to have been received:

        • (a) if delivered by hand, at the time the notice is left at the proper address

        • (b) 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

        • (c) 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.

    • 25. GOVERNING LAW

      • This agreement 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.

    • 26. 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 this agreement or its subject matter or formation.

    • The Schedule - Processing, Personal Data and Data Subjects

      • 1.1 Scope, nature and purpose of processing: the storage of Consents and contact with other Company Users via Faces Consent 

      • 1.2 Duration of the processing: the term of this agreement

      • 1.3 Types of Personal Data: consents to medical treatment, identity and contact details. 

      • 1.4 Categories of Data Subject: Patients

  • • Prohibition on Sharing Information for Transactions Outside Faces:

      Sharing Prohibition: The Prescriber acknowledges and agrees that they shall not, under any circumstances, share contact details, bank details, or any other information that could facilitate transactions outside of Faces Consent platform.

      Transactional Integrity: The Prescriber shall refrain from engaging in any activity that could lead to transactions being conducted outside of Faces Consent, including but not limited to sharing contact details, bank details, or other information enabling direct transactions between the Prescriber and Practitioners.

      Breach Consequences: Any attempt to circumvent the transactional framework provided by Faces Consent by sharing such information shall be considered a breach of this agreement.

      Usage of Information:

      Authorised Usage: The Prescriber shall only use information provided by Practitioners or obtained through Faces Consent for the sole purpose of conducting legitimate transactions and providing medical services within the scope of this agreement.

      Confidentiality Obligation: Information shared within Faces Consent shall not be used for any unauthorised or illicit purposes, including but not limited to facilitating transactions outside of the platform.

      Confidentiality and Data Protection:

      Adherence to Provisions: The Prescriber shall adhere to all confidentiality and data protection provisions outlined in this agreement, including but not limited to Clause 9 (Confidentiality) and Clause 10 (Data Protection).

      Protection Measures: The Prescriber shall take all necessary measures to ensure that information shared within Faces Consent is kept confidential and is not disclosed to unauthorised parties, particularly for the purpose of conducting transactions outside of the platform.

      Consequences of Violation:

      Termination and Liability: Any violation of the prohibition on sharing contact details, bank details, or other transactional information outside Faces Consent shall result in immediate termination of this agreement. The Prescriber shall be liable for any damages, losses, or legal consequences arising from such violations, and the Company reserves the right to pursue legal action to seek remedies for breach of contract.

      Indemnification:

      Liability Coverage: The Prescriber shall indemnify and hold harmless the Company against any claims, liabilities, costs, or expenses incurred as a result of the Prescriber's violation of the prohibition on sharing transactional information outside Faces Consent.

      
      By accepting these terms and conditions, the Prescriber agrees to abide by the prohibition on sharing contact details, bank details, or other information that could facilitate transactions outside of Faces Consent platform. Failure to comply with these terms may result in termination of this agreement and legal consequences.

  • • Contact Information

    • Questions about the Terms of Service should be sent to our data controller Ben O’Brien at [email protected].

      Faces Consent Limited

      Company Number: 12517819 (a company registered in England and Wales)

      VAT Registered Number:372957261

      Registered Office: Centurion House, 27 Anson Ct, Stafford ST18 0GB, UK

      Email: [email protected]</a >

      Phone: 01785 558018

      
       

Seller and pharmacy services agreement

• 1. Definitions

  1.1 “Agreement” means this Seller and Pharmacy Services Agreement, including any schedules, written order forms, integration documents, data sharing addenda, or agreed operational service levels.

  1.2 “API” means any application programming interface, webhook, token-based connection, automated data exchange, or other technical integration approved by Faces in writing.

  1.3 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England.

  1.4 “Customer” means a customer, practitioner, prescriber, clinic, purchaser, patient, or other Platform user introduced to the Seller by or through Faces or whose details are made available through the Platform.

  1.5 “External System” means any system, website, ecommerce platform, inventory system, Shopify store, app, plugin, fulfilment system, payment tool, courier integration, or third-party technology environment used by the Seller in connection with Platform orders.

  1.6 “Faces” means Faces Consent Platform, including its owners, operators, affiliates, directors, employees, agents, and representatives, as applicable.

  1.7 “Faces Data” means all data, information, records, content, personal data, order data, prescription-related data, Customer data, practitioner data, prescriber data, pharmacy data, pricing data, transaction data, API payloads, technical logs, commercial information, and other information made available to the Seller by or through Faces, whether accessed through the Platform, API, External System, Shopify integration, email, export, dashboard, or any other method.

  1.8 “Immediate Suspension Grounds” means circumstances where Faces has reasonable grounds to believe that continued access may create a patient or public safety risk, regulatory risk, data protection or cyber security risk, material non-circumvention risk, fraud risk, unauthorised access risk, serious reputational risk, or material harm to Platform integrity

  1.9 “Order” means an order, prescription-related transaction, supply request, fulfilment request, or other transaction generated through, introduced by, or processed via the Platform.

  1.10 “Platform” means the Faces digital infrastructure, including mobile applications, web systems, software, APIs, integrations, dashboards, order management systems, e-prescribing systems, and associated services

  1.11 “Platform-Caused Failure” means a failure, outage, error, misrouting, duplicated instruction, lost instruction, or incorrect data transmission that is directly caused by the Platform or by Faces' systems and is not caused by the Seller, the Seller's External System, courier, staff, subcontractors, customers, prescribers, or other third parties outside Faces' reasonable control.

  1.12 “POM” means prescription-only medicines as defined under applicable UK legislation.

  1.13 “Seller / Pharmacy / User” means any individual, company, organisation, pharmacy, seller, or other provider approved to sell, supply, dispense, or fulfil products via the Platform.

  1.14 “Service Levels” means the operational service levels, dispatch targets, delivery promises, support arrangements, integration workflows or other operational positions agreed in writing between Faces and the Seller, configured within the Platform where reasonably practical, or displayed to Customers for a particular Seller, product, order type, delivery option or integration workflow. Service Levels should reflect the Seller’s actual operational model and capacity, rather than imposing a one-size-fits-all operational standard.

• 2. Agreement, acceptance and amendments

  2.1 The Seller may access and use the Platform only after it has accepted this Agreement in writing, electronically, or through another acceptance process expressly approved by Faces.

  2.2 By accepting this Agreement, the Seller confirms that it has authority to bind the relevant business, has read and understood this Agreement, and will comply with all applicable laws, regulations, professional obligations, and data protection requirements.

  2.3 Faces may propose amendments to this Agreement by giving the Seller written notice of the proposed changes and the proposed effective date. Except for urgent changes required by law, regulation, security, patient safety, or Platform integrity, Faces will provide not less than 30 days' notice of material amendments.

  2.4 Material amendments will not bind the Seller unless accepted by the Seller in writing or by another affirmative acceptance process made available by Faces. Continued use alone shall not constitute acceptance of a material amendment.

  2.5 If the Seller does not accept a proposed material amendment, either party may terminate this Agreement on written notice, without penalty, subject to completion of any existing Orders and payment of undisputed amounts properly due.

• 3. Purpose and regulatory compliance

  3.1 Faces is a digital platform designed to connect qualified aesthetic practitioners, licensed prescribers, pharmacy partners, and approved sellers through secure e-prescribing, order management, product fulfilment, and related digital infrastructure.

  3.2 Faces acts as a broker, marketplace and technology facilitator. Faces introduces Customers and Orders to Sellers and provides technical infrastructure, but Sellers remain independent businesses responsible for their own products, supply, fulfilment, regulatory compliance, customer service obligations, and operational performance.

  3.3 All Users must comply with the standards and guidance of relevant UK regulatory bodies, including where applicable the MHRA, GMC, GDC, NMC, GPhC, and any other competent regulator or professional body.

  3.4 Sellers must ensure that all medicines supplied are authorised under UK law, all licences, approvals and registrations are valid and maintained, and all relevant activities comply with the Human Medicines Regulations 2012 and any other applicable regulatory requirements.

  3.5 All POMs must be supplied only against valid prescriptions and processed and recorded through the Faces e-prescribing system or such other compliant process as Faces may approve in writing.

  3.6 Faces may request reasonable evidence of regulatory compliance. Where evidence is not provided within a reasonable time, or where Faces has reasonable concerns about compliance, Faces may take proportionate action under clause 24.

• 4. Nature of the platform and allocation of responsibilities

  4.1 Faces provides infrastructure including e-prescribing systems, order tracking, secure communications, APIs, integrations, dashboards, and related technical services.

  4.2 Faces does not provide medical or clinical advice, does not control prescribing decisions, and does not validate or guarantee treatment outcomes.

  4.3 The Seller is responsible for its clinical, professional, commercial, regulatory, stock, fulfilment, dispatch, courier, delivery, refund, customer-service, product-quality and External System obligations, except to the extent a problem is directly caused by a Platform-Caused Failure.

  4.4 Faces is responsible for operating the Platform with reasonable skill and care, processing Platform data made available through Faces' systems in accordance with this Agreement, and taking reasonable steps to support Sellers where a Platform-Caused Failure affects an Order.

  4.5 The parties will act reasonably and cooperate in good faith to investigate and resolve operational, customer, technical, integration, payment, data, or regulatory issues affecting Orders or Platform operation.

• 5. Pharmacy and seller obligations

  5.1 Sellers offering POMs must be appropriately licensed and must comply fully with MHRA, GPhC, Human Medicines Regulations 2012 and other applicable professional, legal, and regulatory requirements.

  5.2 Sellers must ensure that all POM transactions are linked to valid prescriptions and that prescriptions are processed and stored through the Platform or through another compliant method approved by Faces in writing.

  5.3 Sellers are responsible for safe handling, storage, supply and dispatch of all products, including appropriate storage conditions, cold-chain requirements, packaging, labelling, courier selection, courier instructions and lawful supply.

  5.4 Sellers must fulfil Orders in accordance with the Service Levels applicable to that Seller, product, delivery option or Order type. Faces will use reasonable endeavours to accommodate Seller-specific operational requirements within the Platform so that displayed Customer promises reflect the Seller’s actual operations, including cut-off times, dispatch windows, courier options, cold-chain requirements and integration limitations. Where 24-hour delivery or dispatch is offered or charged to a Customer, the Seller must use all reasonable endeavours to meet that promise. Where a different operational timeframe has been agreed, configured or displayed to Customers, that agreed, configured or displayed timeframe will apply.

  5.5 The Seller is responsible for delivery performance and courier-related issues for Orders it fulfils, except to the extent the issue is directly caused by a Platform-Caused Failure.

  5.6 The Seller must maintain accurate, up-to-date operational information, including order cut-off times, delivery options, dispatch windows, stock availability, product availability, and any limitations that should be made clear to Customers before purchase.

  5.7 Where the Seller uses an External System to receive or fulfil Platform Orders, the Seller remains responsible for the accuracy, security, configuration, permissions, lawful operation, and performance of that External System as it relates to Orders and Faces Data, except to the extent an issue is directly caused by Faces or a Platform-Caused Failure. Where an issue is caused by a third party and is not directly caused by either Faces or the Seller, the parties will cooperate in good faith and use their respective teams and reasonable resources in a mutually beneficial way to identify, mitigate and resolve the issue. No contractual fines, penalties, liquidated damages or automatic service credits will be sought by either party in respect of such third-party issue. Faces will resolve as much of the issue independently as it is reasonably capable of resolving, and may request reasonable assistance from the Seller where applicable.

  5.8 Where a Seller-specific operational requirement cannot reasonably be accommodated within the Platform, Faces will work with the Seller in good faith to identify an alternative practical solution, which may include revised Customer-facing wording, a different workflow, manual handling, adjusted dispatch settings, a phased implementation, or removal of an unsupported delivery option. Faces will not seek to terminate this Agreement solely because a requested Service Level, integration workflow or operational setting cannot be accommodated, provided the Seller cooperates in good faith, keeps Customers and Faces accurately informed, and the issue does not create a patient safety, regulatory, data protection, fraud or serious Platform-integrity risk.

• 6. API access, external systems and integration incidents

  6.1 A Seller may connect an External System to the Platform, or access Platform data through an API, only where Faces has approved the integration in writing.

  6.2 The Seller may access, receive, process, store, transmit, or use Faces Data through the API or other integration method only as expressly approved by Faces and only for the purposes permitted by this Agreement.

  6.3 The Seller must keep all API keys, tokens, credentials, webhooks, secrets and integration endpoints confidential and secure, and must not share, hard-code, expose, reuse, transfer or disclose API credentials to any unauthorised person or third party.

  6.4 The Seller must notify Faces without undue delay if it becomes aware of, or reasonably suspects, any compromise, misuse, unauthorised access, integration error, webhook error, Shopify issue, plugin issue, credential exposure, or External System problem affecting the Platform, Orders, or Faces Data.

  6.5 Faces may rotate, suspend, limit or revoke API access where it reasonably considers this necessary to protect the Platform, Faces Data, Customers, users, regulatory compliance, security, or Platform integrity. Where the issue is not urgent, Faces will wherever practical provide notice and a reasonable opportunity to resolve the issue before access is suspended.

  6.6 Where an integration, API, Shopify, External System, payment, inventory or order-flow problem occurs, the parties will work together promptly to identify root cause, mitigate customer impact, and allocate responsibility according to whose systems, staff, contractors, data or instructions caused or materially contributed to the problem.

  6.7 Faces will not hold the Seller responsible for losses, refunds, customer service failures, duplicated orders, missed orders, or incorrect instructions to the extent they are directly caused by a Platform-Caused Failure. The Seller will remain responsible for matters caused by its own systems, staff, contractors, fulfilment providers, couriers, data inputs, configuration choices, or instructions.

  6.8 Each party must provide reasonable technical information, logs, screenshots, timestamps, order references and staff contacts needed to investigate an integration or operational incident, subject to confidentiality and data protection obligations.

• 7. Faces data, customer relationship and permitted data use

  7.1 The parties acknowledge that Faces' business model depends on introducing Customers, prescribers, practitioners and Orders to Sellers through the Platform. Faces must retain practical control of the Platform customer relationship and the commercial relationship generated through the Platform.

  7.2 The Seller may use Faces Data only to fulfil Orders, manage stock availability, process refunds, handle authorised customer-service issues, comply with applicable law or regulation, reconcile payments, support audit requirements, and otherwise perform its obligations under this Agreement.

  7.3 The Seller must not use Faces Data for its own marketing, customer acquisition, retargeting, abandoned basket flows, profiling, remarketing audiences, loyalty schemes, CRM enrichment, direct sales, commercial benchmarking, product development, or any purpose outside the fulfilment and support of Platform transactions, unless Faces gives prior written consent. This restriction applies to the use of Faces Data and does not prevent the Seller from using data or relationships that the Seller can demonstrate were lawfully obtained independently of Faces and without using Faces Data.

  7.4 The Seller must not contact, market to, advertise to, retarget, solicit, or otherwise communicate with any Customer, practitioner, prescriber, or Platform user using Faces Data except where strictly necessary to fulfil an Order, resolve an authorised customer-service issue, comply with law or regulation, manage a recall, address a pharmacovigilance or patient-safety matter, or protect patient safety.

  7.5 The Seller must not add any Customer, practitioner, prescriber, or Platform user to mailing lists, CRM systems, remarketing audiences, loyalty schemes, Shopify marketing tools, segmentation tools, or similar databases using Faces Data without Faces' prior written consent.

  7.6 The Seller may retain records to the extent required by law, regulation, professional standards, audit requirements, tax, accounting, pharmacovigilance, product recall, prescription record-keeping, or legitimate dispute management, provided that such records are not used for marketing, circumvention or purposes prohibited by this Agreement.

  7.7 The Seller may use aggregated, anonymised operational data that cannot identify or target Faces, Customers, practitioners, prescribers, Platform users, or Platform transactions for internal operational improvement, provided that such use does not circumvent the Platform, compete unfairly with Faces, or disclose Faces' confidential information.

  7.8 Nothing in this Agreement prevents the Seller from maintaining ordinary commercial relationships with customers, practitioners, prescribers, pharmacies, clinics or other contacts that were already known to the Seller, or are later obtained independently of Faces, provided that the Seller does not use Faces Data, Platform access, API access, order information or prescription-related data to target, divert or circumvent Platform transactions.

  7.9 Where there is a dispute about whether a customer or relationship was independently obtained, the parties will act reasonably and consider available evidence, including pre-existing CRM records, historic communications, previous order history, marketing source data, consent records and timing of the relevant Platform introduction.

• 8. Professional conduct and non-circumvention

  8.1 The Seller must not contact prescribers directly to solicit prescribing arrangements outside the Platform, contact Customers directly to divert purchases away from the Platform, or use Faces Data, Platform access, API access, External System data, order information, prescription data or customer details to bypass, undermine, or compete unfairly with the Platform’s commercial model. This does not restrict genuinely independent relationships or general non-targeted marketing that is not based on Faces Data and is not intended to divert a specific Platform-introduced transaction.

  8.2 The Seller must not encourage, facilitate, incentivise or knowingly permit any Customer, prescriber, practitioner, clinic, staff member, subcontractor, courier, third-party technology provider, or affiliated business to bypass the Platform for transactions that arise from Faces introductions, Faces Data, or Platform activity.

  8.3 The parties acknowledge that non-circumvention is a core commercial requirement. Faces does not intend to remove Sellers arbitrarily and recognises that Sellers are valuable to the Platform, but Faces must retain effective protection against deliberate or bad-faith circumvention, misuse of Faces Data, and conduct that makes the Platform commercially unsustainable.

  8.4 The Seller must act professionally, ethically, and in a manner that does not knowingly harm the reputation, goodwill, regulatory standing, or business of Faces, other Platform users, Customers, practitioners, prescribers, or pharmacy partners.

  8.5 Without limiting the generality of this clause, the following conduct constitutes a serious breach of this Agreement and will be treated as grounds for immediate action under clause 14. Examples of conduct treated as offences or policy violations include, but are not limited to:

  • • Supplying prescription-only medicines without a valid, Platform-linked prescription, including backdating, forging, or accepting fraudulent prescriptions.

  • • Using Faces Data, Platform access, or API credentials to solicit or accept orders from Platform-introduced Customers outside the Platform, whether directly or through an affiliated website, third-party storefront, or private arrangement.

  • • Deliberately misrepresenting product availability, expiry status, batch information, or regulatory certification to Faces, Customers, or regulators.

  • • Accessing, copying, exporting, or sharing Faces Data beyond what is strictly required to fulfil an Order, including bulk exports, scraping, or transferring data to external CRM or marketing systems without prior written consent.

  • • Knowingly dispatching expired, recalled, counterfeit, or improperly stored products, including those requiring cold-chain conditions that were not maintained.

  • • Harassment, abuse, intimidation, or threatening conduct directed at Faces staff, Customers, prescribers, practitioners, or other Sellers on or through the Platform.

  • • Fraudulent or misleading claims submitted in connection with refund requests, chargeback disputes, insurance claims, or regulatory submissions.

  • • Encouraging or facilitating a Customer, prescriber, or practitioner to make a purchase or enter a clinical arrangement that bypasses the Platform’s safeguards, consent processes, or e-prescribing requirements.

  • • Sharing, publishing, or exploiting Platform technical documentation, API specifications, pricing data, or integration credentials with a competitor or unauthorised third party.

  • • Creating or operating multiple Seller accounts on the Platform without prior written approval from Faces, including for the purpose of circumventing a suspension, restriction, or termination.

  This list is illustrative and non-exhaustive. Faces reserves the right to treat other conduct as a serious breach where it creates a material risk to patient safety, regulatory compliance, Platform integrity, or Faces’ commercial model.

• 9. Customer experience, complaints and refunds

  9.1 Sellers must communicate in a professional, respectful, and courteous manner, respond promptly and efficiently to Faces customer-service communications, and work collaboratively with Faces to resolve Customer issues.

  9.2 The Seller must take reasonable ownership of Customer issues connected with products, supply, dispatch, delivery, courier performance, fulfilment, product quality, returns, substitutions, stock, or Seller-controlled External Systems.

  9.3 Faces may coordinate, monitor, or support customer-service communications to protect Customer experience and Platform reputation, but this does not transfer Seller responsibilities to Faces except to the extent a matter is directly caused by a Platform-Caused Failure.

  9.4 Where a Customer complaint, missing parcel, failed delivery, damaged goods issue, incorrect item issue, suspected fraud, chargeback or courier dispute arises, the Seller must investigate promptly and keep Faces reasonably updated. The Seller may carry out a reasonable courier or fraud investigation before issuing a refund where there is an objective basis for doing so.

  9.5 The Seller must not use courier investigations or third-party processes to create unreasonable delay. Unless there is a genuine fraud concern, regulatory issue, customer non-cooperation, or objective evidence that further investigation is required, the Seller should provide a practical resolution within a reasonable timeframe and, wherever practicable, within 10 Business Days of receiving the relevant evidence or complaint details.

  9.6 Where a refund, replacement or other remedy is properly due because of the Seller’s product, fulfilment, dispatch, delivery, courier or External System issue, the Seller will be responsible for that remedy. Where a refund or remedy is properly due because of a Platform-Caused Failure, Faces will take reasonable steps to support the operational resolution and will refund or credit the Faces commission relating to the affected refunded amount in accordance with clause 9.7, subject to clause 27. Faces will not be required to pay contractual fines, penalties, liquidated damages or automatic service credits unless expressly agreed in writing.

  9.7 Where an Order is refunded in whole or in part, Faces will refund or credit the Faces commission relating to the refunded amount, so that Faces does not retain commission on a failed or refunded transaction. Third-party payment processing fees will be dealt with in accordance with clause 11 and any applicable payment processor rules.

  9.8 The remedies under this Agreement are intended to be corrective and customer-focused. Except for refunds, credits, chargebacks, reimbursement obligations or payment adjustments expressly described in this Agreement or agreed in writing, neither party will impose contractual fines, penalty charges, liquidated damages or automatic service credits on the other party.

• 10. Product listings, stock and content standards

  10.1 Sellers must upload and maintain accurate, clear, high-quality, professional, lawful and compliant product content.

  10.2 Sellers must ensure that product catalogues, stock availability, product information, order cut-off times, pricing, delivery information and fulfilment options are accurate and up to date, whether managed directly through the Platform or through an approved External System.

  10.3 Sellers must remove, disable or update products that are unavailable, delayed, discontinued, restricted, recalled, suspended, or otherwise not capable of lawful and timely supply.

  10.4 Where stock availability or product information is supplied by API or External System integration, the Seller remains responsible for the accuracy and timeliness of the information it supplies, except to the extent an error is directly caused by a Platform-Caused Failure.

  10.5 Faces may remove, amend, suspend or restrict listings that are inaccurate, misleading, unavailable, technically unreliable, non-compliant, unsafe, subject to regulatory concern, or inconsistent with Customer-facing information.

• 11. Fees, payouts, reconciliation and charges

  11.1 Unless otherwise agreed in writing, commissions and charges due to Faces will be calculated and reconciled weekly. Faces may deduct agreed commissions and charges from payouts or invoice the Seller for amounts properly due.

  11.2 Faces will provide reasonable transaction reporting or reconciliation information showing Orders, refunds, commissions, fees, deductions and net settlement amounts relevant to the Seller.

  11.3 Unless otherwise agreed in writing, undisputed net amounts payable to the Seller will be paid within 5 Business Days after the applicable weekly reconciliation is completed, subject to payment processor timelines, anti-fraud checks, chargebacks, refunds, regulatory holds, or other reasonable withholding grounds.

  11.4 The Seller must raise any good-faith dispute about a reconciliation, commission, fee, refund, deduction, payout or invoice within 10 Business Days after receiving the relevant reconciliation information. The parties will work together promptly and in good faith to resolve any disputed amount.

  11.5 Faces may withhold only those amounts reasonably connected with a bona fide dispute, suspected fraud, chargeback, refund, regulatory concern, customer complaint, or material breach. Undisputed amounts should not be withheld merely because another amount is disputed. Any payment hold should be proportionate, linked to the relevant affected Orders or risk, and reviewed in good faith as further information becomes available.

  11.6 Unless otherwise agreed in writing, the Seller is responsible for payment processing and gateway-related fees associated with transactions conducted through the Platform, including a 2.3% payment processing fee applied to successful transactions and a 1.2% fee on refunds, to the extent such fees are charged to Faces or apply to the relevant payment flow. Such fees are payment-flow charges only and are not fines, penalties, service credits or damages.

  11.7 Faces will use reasonable endeavours to explain the practical treatment of payment processing fees, refund fees, chargebacks, partial refunds and failed transactions in the applicable order form, reconciliation statement, help documentation or other written operational guidance, so that Sellers can understand the likely commercial effect of refunds and payment adjustments.

• 12. Service availability and support

  12.1 Faces will use commercially reasonable efforts to maintain Platform availability, API stability, order processing, and core Platform functions, subject to maintenance, third-party provider issues, security incidents, regulatory requirements, force majeure, and matters outside Faces' reasonable control.

  12.2 Faces will use reasonable endeavours to notify Sellers of planned maintenance or material Platform changes likely to affect Orders or integrations, where it is practical and safe to do so.

  12.3 Faces will provide a reasonable support route for operational, order, payment, API, integration, data or customer-service issues. Priority will be given to issues affecting patient safety, regulatory compliance, live Orders, payments, data protection, security, or Platform integrity.

  12.4 Faces does not guarantee uninterrupted or error-free Platform availability. However, where a Platform-Caused Failure materially affects an Order, Faces will take reasonable steps to assist with investigation, mitigation, customer communication and resolution.

  12.5 The parties may agree Seller-specific Service Levels, support contacts, escalation points, cut-off times, fulfilment rules, API support arrangements, and maintenance windows within the Platform configuration or in another written operational document. Faces will use reasonable endeavours to accommodate agreed Seller-specific operational settings within the Platform where reasonably practical, and where this is not possible the parties will work together to identify a workable alternative.

• 13. Reporting and misconduct

  13.1 Users are encouraged to report illegal activity, regulatory breaches, unprofessional behaviour, unsafe behaviour, suspected misuse of Platform access, API access or Faces Data, security incidents, fraud, or suspected circumvention.

  13.2 Reports may be submitted anonymously where appropriate and may be escalated to regulatory, professional, payment, courier, insurance, or enforcement authorities where legally required or reasonably necessary.

  13.3 Faces operates a zero-tolerance policy towards abuse, bullying, harassment, discrimination, unethical conduct, deliberate data misuse, unauthorised access, fraud, deliberate non-circumvention, and conduct creating patient or public safety risk.

• 14. Intellectual property

  14.1 As between the parties, Faces owns all rights in the Platform, including all software, algorithms, interfaces, APIs, technical documentation, visual design, brand assets, data structures, and associated intellectual property. Nothing in this Agreement transfers any ownership of Platform intellectual property to the Seller.

  14.2 The Seller grants Faces a non-exclusive, royalty-free, worldwide licence to display, publish, reproduce, and use product content, images, descriptions, pricing, and other material uploaded by the Seller to the Platform, solely for the purpose of operating the Platform, processing Orders, and displaying Seller listings to Customers and prescribers.

  14.3 The Seller warrants that all content it uploads to the Platform is owned by the Seller, or that the Seller has all necessary licences and consents to use and grant the licence in clause 14.2, and that such content does not infringe any third-party intellectual property rights.

  14.4 The Seller must not reverse engineer, decompile, disassemble, reproduce, or attempt to derive the source code, underlying logic, algorithms, or data structures of the Platform or any API. The Seller must not create derivative works based on the Platform or its technical specifications without Faces’ prior written consent.

  14.5 Faces’ name, logos, trademarks, and brand identifiers may be used by the Seller only with Faces’ prior written consent and in accordance with any brand guidelines Faces may provide. No other rights in Faces’ brand assets are granted by this Agreement.

  14.6 Where a third party claims that the Seller’s product content, images, or listings infringe their intellectual property rights, the Seller will indemnify Faces against reasonable costs, claims, and damages arising from that infringement claim to the extent caused by the Seller’s content, subject to the liability provisions in clause 18.

• 15. Staff training and competency

  15.1 The Seller must ensure that all staff, contractors, and representatives involved in receiving, processing, dispensing, or fulfilling Platform Orders have the qualifications, training, and competency required by applicable law, professional regulation, and good industry practice.

  15.2 Where staff have access to the Platform, Faces Data, or the Seller’s External Systems in connection with Platform Orders, the Seller must ensure that such individuals receive adequate training on: (a) the Seller’s obligations under this Agreement, including data use restrictions and confidentiality requirements; (b) secure handling of API credentials, login access, and Faces Data; (c) applicable regulatory requirements for handling POMs, prescription data, and patient information; and (d) the Seller’s internal incident reporting and data breach procedures.

  15.3 The Seller must maintain reasonable records of training completed and must make such records available to Faces on reasonable request, including in connection with an audit or regulatory inquiry.

  15.4 The Seller must promptly remove Platform access and revoke permissions for any member of staff or contractor who leaves the Seller’s organisation or whose role no longer requires access to the Platform or Faces Data.

  15.5 Faces may from time to time provide Seller-facing training materials, onboarding guides, or product documentation. Where Faces notifies the Seller that completion of a training module is a condition of continued access, the Seller must ensure relevant staff complete the module within the timeframe specified by Faces.

• 16. Suspension, cure process, appeal and termination

  16.1 Faces’ preferred approach is to keep approved Sellers on the Platform and to resolve issues collaboratively. Suspension or termination should ordinarily be a last resort and should be proportionate to the risk, breach, evidence, and commercial impact involved. A failure to agree or technically accommodate a particular Service Level, integration workflow or operational setting will not by itself be grounds for termination where the Seller is acting in good faith and the parties are working towards an alternative practical solution.

  16.2 For ordinary breaches that are capable of remedy and do not involve Immediate Suspension Grounds, Faces will provide written notice describing the issue and a reasonable opportunity to remedy it. The cure period will ordinarily be not less than 10 Business Days unless the nature of the breach reasonably requires a shorter period.

  16.3 For repeated ordinary breaches of the same or materially similar obligation, Faces will ordinarily provide at least three written breach notices or remedy opportunities before terminating the Seller's access for that issue, provided that the breach is capable of remedy, does not involve bad faith, and does not create Immediate Suspension Grounds.

  16.4 Faces may suspend, restrict, remove listings, revoke API access, disconnect integrations, pause payments, or take other proportionate protective action immediately where Immediate Suspension Grounds apply. Any immediate action should be limited so far as reasonably practical to what is necessary to protect Customers, patients, Platform integrity, data, regulatory compliance, payment integrity, or Faces’ commercial model, and should wherever practical be limited to the affected listing, Order, integration, payment flow or operational area rather than the Seller’s entire account.

  16.5 Where Faces takes immediate action, Faces will provide the Seller with a written explanation of the main reasons as soon as reasonably practical, subject to legal, regulatory, security, fraud, confidentiality or investigation constraints.

  16.6 In suspected non-circumvention, deliberate data misuse, bad-faith diversion, fraud or similar cases, Faces may rely on reasonable grounds, patterns of conduct, Customer evidence, order data, communications, technical logs, or other information available to it, even where direct proof is difficult to obtain. Faces will not act arbitrarily and will consider evidence provided by the Seller.

  16.7 The Seller may appeal a suspension, restriction, API revocation, listing removal or termination by providing written reasons and supporting evidence within 5 Business Days of receiving Faces' explanation, or such longer period as Faces may reasonably allow. In any appeal relating to suspected bad-faith circumvention or misuse of Faces Data, the Seller should provide evidence explaining why the conduct was accidental, authorised, unrelated to Platform activity, or otherwise not a breach.

  16.8 Faces will review any appeal in good faith, and wherever practical the review will be carried out or overseen by someone not directly involved in the original decision. Faces may maintain protective restrictions while an appeal is pending where it reasonably considers this necessary.

  16.9 After considering the appeal, Faces may reinstate access, vary the restriction, require additional controls, issue a final warning, agree a remediation plan, or confirm suspension or termination. Faces retains final discretion to protect the Platform, Customers, data, regulatory compliance and its commercial model, provided it acts in good faith and on reasonable grounds. Where the issue relates only to Service Level accommodation or Platform configuration, Faces will prioritise remediation, alternative workflows or revised Customer-facing settings over termination.

  16.10 Either party may terminate this Agreement on 30 days' written notice for convenience, subject to completion or orderly transfer of live Orders, reconciliation of payments, return or deletion of data as applicable, and survival of accrued rights and continuing obligations.

  16.11 Termination or suspension does not affect obligations relating to payment, refunds, data protection, confidentiality, regulatory compliance, records, non-circumvention, dispute resolution, liability, indemnities, or any other provision intended to survive.

• 17. Liability and indemnity

  17.1 Nothing in this Agreement limits or excludes liability that cannot lawfully be limited or excluded, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.

  17.2 Faces is not responsible for clinical decisions, prescribing practices or outcomes, product use or misuse, adverse effects, product quality, stock availability, Seller fulfilment failures, Seller dispatch failures, courier failures, delivery issues, Seller External System failures, Seller Shopify failures, Seller integration configuration issues, Seller staff errors, or disputes between Customers and the Seller, except to the extent directly caused by a Platform-Caused Failure or Faces' breach of this Agreement.

  17.3 Faces will not provide contractual fines, penalties, liquidated damages or automatic service credits for Platform-Caused Failures or service interruptions. Subject to clauses 17.1, 17.5, 17.6 and 17.8, Faces will be responsible only for direct losses suffered by the Seller to the extent they are directly caused by Faces’ proven breach of this Agreement, negligence, wilful misconduct, breach of confidentiality, breach of data protection obligations, or a Platform-Caused Failure, and only to the extent the loss is not caused or contributed to by the Seller, the Seller’s External System, courier, staff, subcontractors, Customers, prescribers or other third parties outside Faces’ reasonable control.

  17.4 The Seller will be responsible for direct losses suffered by Faces to the extent they are directly caused by the Seller's breach of this Agreement, negligence, wilful misconduct, breach of confidentiality, breach of data protection obligations, regulatory non-compliance, product issue, fulfilment failure, courier issue, External System issue, API misuse, or non-circumvention breach, subject to the exclusions and cap in this clause 17.

  17.5 Neither party shall be liable to the other for indirect, special, incidental, punitive or consequential losses, or for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, loss of business opportunity, or reputational loss, except to the extent such losses arise from fraud, deliberate non-circumvention, deliberate misuse of Faces Data, wilful misconduct, or any liability that cannot lawfully be limited or excluded.

  17.6 Subject to clauses 17.1 and 17.8, each party’s aggregate liability arising out of or in connection with this Agreement shall be capped at the total commissions and fees paid or payable to Faces in respect of the relevant Seller during the 12 months preceding the event giving rise to the claim, unless a different cap is expressly agreed in writing in an order form or other signed commercial document.

  17.7 Any indemnity under this Agreement is limited to losses, claims, damages, reasonable costs and reasonable expenses that are finally awarded by a court, agreed in settlement with the indemnifying party’s prior written consent, or otherwise reasonably incurred as a direct result of the indemnifying party’s breach, negligence, wilful misconduct, regulatory non-compliance, data breach, confidentiality breach, API misuse, unauthorised use of data, product issue, fulfilment failure, or non-circumvention breach. No indemnity applies to the extent the relevant loss is caused by the other party’s breach, negligence, wilful misconduct or failure to mitigate. This clause does not create any contractual fine, penalty, liquidated damages regime or automatic service-credit regime between the parties.

  17.8 The liability cap in clause 15.6 shall not apply to fraud, fraudulent misrepresentation, deliberate non-circumvention, deliberate misuse or unauthorised exploitation of Faces Data, deliberate breach of confidentiality, unpaid undisputed commissions or fees, or any liability that cannot lawfully be limited or excluded. Except for those uncapped categories, the cap applies to claims arising from data protection, regulatory, cyber security, confidentiality, operational and Platform-related incidents to the fullest extent permitted by law.

  17.9 Each party must take reasonable steps to mitigate its losses. A party seeking indemnity must promptly notify the other party, provide reasonable information, allow reasonable cooperation in defence or settlement, and not settle a third-party claim without the indemnifying party's prior written consent, not to be unreasonably withheld or delayed.

• 18. Data protection and security

  18.1 Each party must comply with UK GDPR, the Data Protection Act 2018, and all other applicable data protection and privacy laws.

  18.2 The parties acknowledge that the data protection roles may differ depending on the processing activity. Unless otherwise agreed in writing, each party acts as an independent controller for personal data it processes for its own lawful purposes.

  18.3 The Seller must process Faces Data lawfully, fairly, securely and only for the permitted purposes described in this Agreement. The Seller must protect confidentiality and implement appropriate technical and organisational measures proportionate to the nature of the data and the risks involved.

  18.4 Users handling Faces Data must maintain appropriate measures, which may include role-based access controls, multi-factor authentication for administrative accounts, encryption in transit where technically available, secure API key management, logging and monitoring of access to Faces Data, prompt access removal for leavers or changed roles, regular review of External System apps and permissions, account-compromise protections, staff training, and documented incident response procedures.

  18.5 The Seller must not share, sell, disclose or permit access to Faces Data except where strictly necessary, lawful, subject to appropriate confidentiality and data protection obligations, and limited to fulfilment, support, regulatory, legal, audit, courier, payment, professional, or technical purposes authorised by this Agreement.

  18.6 Data breaches and security incidents affecting Faces Data must be reported to Faces without undue delay and, where reasonably practicable, within 24 hours of the Seller becoming aware of any actual or suspected personal data breach, unauthorised access, loss, disclosure, alteration, corruption, misuse, phishing compromise, API compromise, Shopify compromise, or External System compromise affecting Faces Data. The initial notice may be preliminary and should not be delayed merely because full details are not yet available.

  18.7 A breach notification should include, so far as known at the time, the nature of the incident, affected data, affected individuals, likely consequences, remedial steps taken, proposed mitigation, and a named contact responsible for incident management. The Seller must provide updates as further information becomes available and must cooperate reasonably with Faces in meeting any legal, regulatory, Customer, patient-safety or Platform-security response requirements.

  18.8 Where the parties need further detail on data governance, the applicable written data sharing or processing arrangement may specify permitted purposes, lawful basis, special category data conditions, retention periods, deletion or return requirements, security measures, subprocessors or authorised recipients, subject access handling, complaint handling, breach cooperation, audit support and responsibility for regulatory communications.

• 19. Cooperation with authorities and public safety

  19.1 Faces may cooperate with regulatory investigations, professional body inquiries, payment provider investigations, law enforcement agencies, insurers, couriers, and other competent authorities where legally required or reasonably necessary.

  19.2 Information may be disclosed where legally required, where needed to protect patient or public safety, where necessary to address fraud or security risks, or where otherwise permitted by law and this Agreement.

  19.3 Faces is committed to patient safety, ethical practice, transparency in treatment and prescribing, and collaboration with regulators and industry stakeholders.

• 20. Force majeure

  20.1 Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control.

  20.2 Such events may include natural disasters, pandemics, war or civil unrest, industrial action, infrastructure or network failures, government restrictions, third-party service outages, payment network failures, courier network disruption, regulatory action, and similar events beyond reasonable control.

  20.3 Affected obligations are suspended during the relevant event to the extent performance is prevented or delayed. The affected party must use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practical.

• 21. Dispute resolution and governing law

  21.1 The parties will first attempt to resolve disputes through good-faith commercial discussion between their nominated operational contacts.

  21.2 If a dispute is not resolved within 10 Business Days, either party may escalate it to a senior representative of each party, who will attempt to resolve the dispute within a further 10 Business Days.

  21.3 If the dispute remains unresolved, the parties will consider mediation in good faith before commencing court proceedings, except where urgent injunctive or protective relief is reasonably required.

  21.4 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

  21.5 Subject to the escalation process above and any urgent relief required, the courts of England and Wales shall have exclusive jurisdiction. Arbitration will apply only if the parties expressly agree to arbitration in writing after the dispute has arisen.

• 22. Insurance requirements

  22.1 The Seller must maintain insurance appropriate to its activities, which may include professional indemnity insurance, public liability insurance, product liability insurance, cyber insurance, and any other insurance required by law, regulation, professional rules, or good industry practice. Faces may request evidence of insurance appropriate to the Seller’s role, but this Agreement does not require the Seller to purchase a particular policy limit unless expressly agreed in writing or required by law, regulation or professional rules.

  22.2 Insurance must be UK-valid and appropriate to the Seller's products, services, licences, External Systems, customer activities, and fulfilment obligations.

  22.3 Proof of relevant insurance must be provided upon reasonable request. Failure to maintain appropriate insurance may be handled under clause 14.

• 23. Confidentiality

  23.1 Each party must keep the other party's confidential information confidential and must not use or disclose it except as necessary to perform this Agreement, comply with law or regulation, obtain professional advice, resolve disputes, or as otherwise permitted in writing.

  23.2 Faces Data, API credentials, Platform technical information, commercial information, pricing information, customer information, prescriber information, practitioner information, transaction data, security information and integration documentation are confidential information of Faces unless otherwise agreed in writing.

  23.3 Confidentiality obligations do not apply to information that is public other than through breach, already lawfully known, independently developed without use of confidential information, or lawfully received from a third party without confidentiality restriction.

• 24. Entire agreement

  24.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes prior discussions, drafts, correspondence or understandings relating to that subject matter, except for any written terms expressly incorporated by reference.

• 25. Severability

  25.1 If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the remainder of the Agreement shall remain in force. The parties will negotiate in good faith to replace the affected provision with a valid provision that most closely reflects the original commercial intention.

• 26. No partnership or agency

  26.1 Nothing in this Agreement creates a partnership, employment relationship, joint venture, agency, fiduciary relationship, or authority for one party to bind the other, except to the extent expressly agreed in writing.

• 27. Assignment

  27.1 Faces may assign or transfer its rights and obligations under this Agreement as part of a business transfer, corporate reorganisation, financing, sale, merger, or transfer of the Platform, provided that the assignment does not materially reduce the Seller's rights under this Agreement.

  27.2 The Seller may not assign or transfer its rights or obligations without Faces' prior written consent, not to be unreasonably withheld or delayed where the proposed assignee is appropriately licensed, insured, compliant, and able to meet the Seller obligations under this Agreement.

• 28. Third party rights

  28.1 Except as expressly stated, no person other than a party to this Agreement has any right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

• 29. Notices

  29.1 Notices may be provided via the Platform, email, or other notified methods. Formal legal notices must be sent to the address or email address most recently notified by the receiving party for that purpose.

  29.2 Notices sent by email will be treated as received on the next Business Day after sending, unless the sender receives a bounce-back or other delivery failure notice.

• PRESCRIPTION SERVICES

  • Exclusive Platform Use

    • All prescriptions must be processed exclusively within the Faces platform. Our partnered pharmacies operate solely within this ecosystem to ensure safety and compliance.

  • Safeguarding Procedures

    • This policy aims to prevent over-prescribing and the misuse of prescription medicines. By centralizing prescriptions on our platform, we can effectively monitor and manage patient safety.

  • Cross-Referencing and Data Security

    • Patient details are not to be shared or reused across multiple pharmacies. Our system allows for secure cross-referencing within the Faces platform, ensuring data protection and patient confidentiality.

  • Ecosystem Integrity

    • Faces provides a secure and private pharmacy service. 5.Contacting prescribers or creating prescriptions outside of our partnered network or platform is strictly prohibited.

  • Emergency Protocols and Confidentiality

    • In emergencies, patient details and confidentiality must remain within Faces. This ensures encryption, data protection, and patient safety. Necessary details can be shared within Faces through secure calls or messaging on the app.

  • Prohibition of External Prescribing

    • Prescribers are not permitted to use contacts made through the Faces platform for prescribing outside of our network. This includes prescribing for pharmacies within the Faces platform but outside of the network service provided.

  • Financial Conduct and Bribes

    • Prescribers must not accept financial gains or bribes for services rendered outside the Faces platform. Any such actions are against our ethical standards.

  • Violation Consequences

    • Non-compliance with these terms may result in immediate removal from the Faces platform.

  • Private Prescriptions

    • Private prescriptions are dispensed by faces pharmacy and other pharmacies on the faces consent marketplace, Faces pharmacy trades under faces pharmacy limited, all prescriptions are dispensed in the UK. The customer may send a copy of the prescription via email however this must be followed by the original within 72hrs. All prescriptions must comply with all UK law and regulations and be signed by a registered healthcare professional who is either a pharmacist, doctor, dentist, nurse or a qualified non-medical prescriber who has performed a face to face consultation with the patient. Faces consent only partners with UK-based prescribers, who are registered with a UK healthcare regulator and who follow the UK prescribing guidelines. The products are to be used by the named patient solely and are not for onward sale.

    • Prescription dispensing is classed as a retail supply whereby the named patient on the prescription can be the buyer of the products on the prescription, also, prescriptions received from a patient’s representative can be the buyer (i.e., patient’s practitioner, carer, legal guardian, etc.) may be accepted subject to the patient’s representative confirming with the patient that they are authorised to act on behalf of the patient to help carry out the processing of the prescription including but not limited to submitting the prescription to the pharmacy, arranging payment for the products on the prescription, arrange for safe delivery and temporary safe keeping of the products, and other dispensing related activities, all on behalf of the patient.

    • Prescription dispensing is classed as a retail supply whereby the named patient on the prescription can be the buyer of the products on the prescription, also, prescriptions received from a patient’s representative can be the buyer (i.e., patient’s practitioner, carer, legal guardian, etc.) may be accepted subject to the patient’s representative confirming with the patient that they are authorised to act on behalf of the patient to help carry out the processing of the prescription including but not limited to submitting the prescription to the pharmacy, arranging payment for the products on the prescription, arrange for safe delivery and temporary safe keeping of the products, and other dispensing related activities, all on behalf of the patient.

      • By submitting prescriptions to the pharmacy on behalf of a patient, the patient’s representative (i.e., practitioner, carer, legal guardian) agrees to abide by the terms and conditions set out by Faces Consent Ltd, including but not limited to ensuring the patient on the prescription has consented to allowing the patient’s representative to act on behalf of the patient for helping to process the prescription. The pharmacy will dispense the prescription in accordance with the prescription signed by the appropriate practitioner, subject to the pharmacist’s clinical checks. The pharmacist reserves the right to contact the practitioner and/or the patient directly for any clinical queries and clinical interventions.

      • The term “Dispense” is not only related to the processing of a prescription within the pharmacy dispensary but also related to the whole process of supplying the prescription goods, for example receiving the prescription from the patient (or patient’s representative), carrying out appropriate legal checks including pharmacist clinical checks, arranging payment and delivery, etc.

      • Goods supplied against a prescription must be for the use of the named patient only. Prescription goods will be dispatched to the address nominated by the patient or the patient’s representative. Patient agents in terms of representation of patients, including but not limited to submitting prescriptions to pharmacy, receiving, storing and paying for goods on the patient’s behalf, must do so with the patient’s permission. Practitioners should consider patient choice and patient convenience when helping to process prescriptions on their behalf, on what is the best approach for the patient’s safety.

      • By agreeing to these Terms and Conditions, the Buyer accepts that they will inform the named patient (if the buyer is acting for the patient) and obtain informed consent from the patient that they are the patient’s nominated representative acting on the named patient’s behalf in regard to ordering, receiving, storing, and paying for the prescription goods on the named patient’s behalf and must do so with the named patient’s explicit consent based on patient choice.

    • All prescriptions signed by the practitioner agree to Faces Consent Limited terms and conditions, including that consent has been received from the patient in accordance with the prescription and the declarations set out in our terms and conditions. The following must be agreed to in order to use Faces Consent platform to dispense medications and place orders: I agree the named patient on each prescription has consented for the items to be delivered on this prescription to the patient’s agent/address provided. I can also confirm the items on this prescription are only for the patient named on this prescription.

      • I agree to adhere to the rules set out by the regulatory bodies such as the GPHC, MHRA, HMRC, and all other relevant regulatory bodies associated with my practice and procedures.

      • I agree that I have the appropriate training and insurance for the treatments for the named patient.

      • I hereby declare that the above statements are true. By using the services of Faces Consent Limited, I agree to the general terms and conditions set out and take full responsibility for the items I am ordering, and I am doing so in the best interest of patient safety and professional conduct.

      • I will check the practitioners I partner with have had the relevant training to administer these products.

      • I confirm that any practitioner that I partner up with will be administering these products under my supervision.

      • I confirm I will be carrying out Face to Face consultations with patients.

    • The consultation and diagnosis leading to the generation of the named patient prescription and patient treatment is based on the judgement of the prescriber for the named patient; if the prescriber chooses to issue and sign a prescription this prescription will be exempt from VAT as per the Value Added Tax Order 1994 as it is for the health care treatment of a named patient. The prescriber is responsible for ensuring that if the order is not for the health care treatment of the patient, the prescriber should submit a non-prescription order (i.e., signed order or stock order) where VAT will be charged at a standard rate.

    • By submitting a prescription on Faces Consent, the patient or their representative has confirmed all the following statements in order to use Faces Consent:

      • I confirm that all the products listed in the prescription will only be used for the named patient.

      • I confirm I have the patient's consent to receive delivery (if the delivery address differs from the patient's address).

      • Products supplied against a prescription must be for the personal use of the named patient only; such products are not to be used for resale.

      • Faces Consent is a pharmacy platform and shall bear no responsibility and zero liability with respect to how the customer and/or the patient uses the goods.

      • Faces Consent is a pharmacy platform and shall bear no responsibility and zero liability for how the goods have been prescribed.

      • All goods are subject to VAT except where dispensed against a valid prescription in the UK.

      • We will accept prescriptions either from the customer or their appointed representative.

• PROMOTIONS AND FACES MONEY

Faces money refers to the wallet credit provided to users within the Faces platform. It can be used towards purchases on Faces shop and is typically applied in installments over a set period. Faces money is subject to specific terms and conditions, including expiration dates and minimum transaction requirements.

1. Faces verified £50 Faces money

• Practitioners will receive a total of £50 Faces money, with £10 Faces money per month for 5 months under the Faces verified promotion.
• Faces money can be used on Faces shop.
• To apply the £50 Faces money, a minimum checkout amount of £150 per transaction on Faces shop is required.
• Each £10 Faces money must be used within 30 days of being credited.
  
  

2. Faces money for onboarding completion

• Practitioners will receive a total of £100 Faces money, with £25 Faces money per month for 4 months upon completion of the onboarding process.
• Faces money can be used on Faces shop.
• To apply the £25 Faces money, a minimum checkout amount of £150 per transaction on Faces shop is required.
• Each £25 Faces money must be used within 30 days of being credited.
  
  

3. Additional terms

• Combined credits: If a practitioner joins both promotions, they can use the combined Faces money as long as the minimum checkout amount of £150 per transaction is met.
• Exclusions: Faces money cannot be used for shipping costs.
• VAT: Faces money are excluded from VAT calculations.

Schedule Purchases via Faces Consent Platform

Applies To: All purchases of training schedules, digital downloads, and educational resources via Faces Shop.

1. Introduction

• 1.1. These Terms and Conditions apply to all purchases of schedules, training programs, or downloadable materials made through the Faces platform.
• 1.2. By placing an order through Faces, you confirm that you have read, understood, and agreed to be bound by these Terms and Conditions.

2. Ordering Process

• 2.1. Orders must be submitted through our official Faces interface. To place an order, you must select your desired schedule, provide accurate contact details, and complete the payment process.
• 2.2. Once submitted, your order will be acknowledged via email confirmation. This does not constitute acceptance. We reserve the right to accept or decline orders at our discretion.
• 2.3. You are responsible for ensuring the information you provide is correct. Faces is not liable for missed communications or access issues caused by incorrect contact details.

3. Payment & Pricing

• 3.1. All product prices are displayed in the currency relevant to your location or as specified at checkout.
• 3.2. Payment must be made in full using one of the accepted payment methods displayed on the Faces Shop.
• 3.3. Orders are only confirmed once full payment has been received.
• 3.4. We reserve the right to amend pricing at any time. The price you pay will be the amount displayed at the time of your completed purchase.

4. Intellectual Property Rights

• 4.1. All schedules, course materials, digital content, and associated media provided via Faces Shop are protected by copyright and intellectual property law.
• 4.2. Purchase of a schedule grants you a non-exclusive, non-transferable license to use the content for personal or internal business use only.
• 4.3. You must not copy, reproduce, distribute, alter, share, or resell the content in any form without prior written consent from Faces. Legal action may be taken for misuse or unauthorised reproduction.

5. Disclaimer & Limitation of Liability

• 5.1. All content provided in schedules is intended for general informational and educational purposes. It is not a substitute for professional advice or legal/regulatory instruction.
• 5.2. While Faces strives to ensure the accuracy and quality of all material, we make no guarantees—express or implied—about its completeness, reliability, or suitability for your specific circumstances.
• 5.3. To the fullest extent permitted by law, Faces shall not be held liable for any direct, indirect, incidental, or consequential damages arising from the use, misuse, or interpretation of any Faces schedule or related content.

6. Governing Law & Jurisdiction

• 6.1. These Terms shall be governed by and interpreted in accordance with the laws of England and Wales, unless stated otherwise.
• 6.2. Any disputes or claims arising in relation to these Terms shall be subject to the exclusive jurisdiction of the courts located in the United Kingdom, where our training academy is based.

7. Modifications to Terms

• 7.1. Faces reserves the right to revise, update, or amend these Terms at any time without prior notice.
• 7.2. The latest version will always be accessible via the Faces. Continued use of the platform or purchase of materials following any changes constitutes acceptance of those changes.

Returns, Refunds And Cancellations 

Applies to: Buyers and Sellers (Vendors) on the Faces platform

Returns, Refunds And Cancellations 

Applies to: Buyers and Sellers (Vendors) on the Faces platform

Delivery & Fulfilment Policy – Faces Merchant Centre 

Applies to: All Sellers (“Vendors”) and Buyers on the Faces platform

Faces Pharmacy Marketplace & Prescribing Terms of Use

Applies to: All Prescribers, Practitioners, Pharmacies, and Sellers on the Faces Platform

Code of Conduct for Prescribers & Practitioners

Scope: Applies to all licensed prescribers and qualified practitioners using the Faces platform for e-prescribing, clinical services, or ordering of prescription products.