Clinic Direct Scheme Rules

  1. Scheme Introduction

    1. These rules explain how You can earn and receive Commission with the Clinic Direct Scheme. 

    2. In these rules:

      1. Us/We/Our means Clarity Pharma Limited;

      2. You/Your means the company who has accepted these Rules;

      3. Scheme means this Clinic Direct Scheme as detailed in these Rules;

      4. Rules means these rules of membership of the Scheme along with any future change to these rules;

      5. Product means a product supplied by Us to a Customer in connection with this Scheme;

      6. Customer means any purchaser of a Product supplied by Us in connection with this Scheme;

      7. Code means the unique code allocated to each member of the Scheme;

      8. Online Portal means Our online portal at the URL notified by Us to You where Product can be purchased by a Customer; 

      9. Commission means the amount You are entitled to receive from Us for each order of Product placed and paid for through the Online Portal by a Customer other than You entering Your Code subject to the provisions of these Rules; and

      10. Working Day/Working Days means a day other than Saturday, Sunday or a public holiday in England when banks in London are open for business.

  2. Membership

    1. Membership of the Scheme is only open to private clinics. 

    2. To indicate You wish to be a member of the Scheme You must provide all details requested by Us and accept the Rules.

    3. You will only become a member of the Scheme if We explicitly accept Your membership and allocate You with a Code.

    4. Our decision on whether You are eligible for the Scheme and whether We wish to accept You as a member is final and We reserve the right to refuse You membership of the Scheme even if You have indicated that You accept these Rules.

    5. Membership of the Scheme does not establish any joint venture, trust, fiduciary, agency or other relationship between You and Us.

    6. Other than You or Us or as otherwise provided for in these Rules, no other person shall have any right to enforce any of Our respective rights which arise out of Your membership of the Scheme.

  3. Earning Commission

    1. Upon You being accepted as a member of the Scheme, You will be allocated a Code for use in Our Online Portal.

    2. No Customer will be able to place an order in Our Online Portal without entering a valid Code. 

    3. Each time an order for Product is placed and paid for through Our Online Portal by a Customer other than You entering Your Code, You will earn the right to Commission of 25% of the price paid for the Product including VAT and any additional fees for delivery etc. paid by the Customer. 

    4. We will notify You within 10 Working Days of the end of the calendar month the number of units of each Product paid for in the previous calendar month, how much Commission You are entitled to for those orders and request a valid VAT invoice from You so that We can pay You the Commission. 

    5. Any Commission You are entitled to will be paid within 10 Working Days of Us receiving from You a valid VAT invoice for the amount of Commission You are entitled to.

    6. If any Product ordered is returned or rejected by a Customer, or it is necessary for any other reason for Us to refund any amount of the price paid by the Customer for the Product, then You will not be entitled to Commission on that Product or amount. If this happens prior to Us receiving or paying the invoice received from You, We shall notify You of the revised amount of Commission and ask You to provide a revised invoice. If this happens after We have already paid Commission to You on that Product ordered, then We shall be entitled to deduct that amount from the Commission earned by You in the following month. If You have not earned any Commission in the following month, then You will reimburse that amount within 5 Working Days of a demand from Us for that amount.

    7. Each time an order for Product is placed and paid for through Our Online Portal by You entering Your Code, We will charge You a trade price for the Product which will be lower than the Price paid by any other Customer entering Your Code with an order. 

    8. It is Your responsibility to ensure You provide Us with the correct bank details for the payment of Commission, the correct contact details and to notify Us of any change to any of these details. 

    9. You will forfeit Your right to Commission on any eligible sale if:

      1. We do not receive from You a valid VAT invoice for the Commission within 3 months of the end of the calendar month in which You earned it;

      2. We are unsuccessful in making a Commission payment to the bank details provided by You because they are invalid or Your bank returns/refuses the payment; 

      3. We make payment to an account which You did not intend Us to because You have provided Us with the incorrect details or have not provided Us with updated details following a change;

      4. The account which You request payment to is not in Your name;

      5. You are in breach of any of the Rules;

      6. We have reasonable grounds for suspecting that You have acted fraudulently;

      7. We consider that the amount of Product ordered by a Customer other than You using Your Code in a single order, or in a series of orders, is more than that Customer would require for normal use of the Product;

      8. We consider that the amount of Product ordered by You in a single order or series of orders appears unusual to Us; 

      9. We have grounds for suspecting that You have been, may have been, may be or are, manipulating or using the Scheme in a way which We consider to be in bad faith and/or not within the spirit of the Scheme; and/or

      10. Your member ship of the Scheme is terminated for any reason other than You providing Us notice in accordance with clause 8.1. 

    10. If Your right to Commission has been forfeited and that Commission has already been paid to You, You will upon receipt of a demand for payment from Us repay the amount of that Commission within 5 Working Days.

    11. If Your membership of the Scheme ends as a result of notice being provided in accordance with rule 10.1, You will as long as We still operate the Scheme continue to earn the right to Commission for 1 year from the date Your membership of the Scheme ends subject to You complying with all the Rules of the Scheme.    


  1. Liability

    1. Our liability to You (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) under or in connection with the Scheme including but not limited to Us choosing to end the Scheme or no longer providing the Online Portal  shall not exceed the amount of any Commission earned by You but which has not been paid by Us in breach of these Rules.

    2. We shall not be liable:

      1. for any consequential, indirect or special losses; 

      2. directly or indirectly for any loss of profit; loss or corruption of data; loss of use; or

      3. for any loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill.

    3. Regardless of any of the limitations of liability above, Our liability shall not be limited in any way in respect of death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law.

    4. Except as expressly stated in these Rules, and subject to rule 4.3 above, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

  2. Confidentiality

    1. You will keep any information that is confidential in nature concerning Us, Our business, Our suppliers, Our plans or Our strategy confidential and You shall not use such information other than to perform any of Your obligations under the Rules or disclose such information to any person, except:

      1. to those of Your employees, officers, advisers, agents or representatives who need to know such information for the purposes of the performance of Your obligations under this Agreement and You shall ensure that each of these people to whom You disclose such information  is aware of its confidential nature and agrees to comply with this clause as if they were a member of the Scheme subject to the Rules; and

      2. as may be required by any law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction.

  3. Data protection

    1. You agree that You consent to any personal data provided being processed by Us as data controller and data processor in accordance with this Privacy Policy: [insert link]

  4. Dispute

    1. If You have any dispute with Us in relation to this Scheme You will notify Us in writing at clinicdirect@medicomhealthcare.com providing Us with reasonable information as to the nature of the dispute.

    2. If the dispute has not been resolved within 15 working days of providing reasonable information, then You may take further action as you see fit. 

  5. Ending Your Membership of the Scheme

    1. Your membership of the Scheme once accepted by Us will continue until either You or We provide the other with a minimum of 30 days’ written notice.

    2. We shall also be entitled to suspend or terminate Your membership of the Scheme immediately upon written notice to You if:

      1. You are in breach of any of the Rules;

      2. We have reasonable grounds for suspecting that You have acted fraudulently; or

      3. We have grounds for suspecting that You have been, or are, manipulating or using the Scheme in a way which We consider to be in bad faith and/or not within the spirit of the Scheme;

      4. You are unable to pay Your debts either within the meaning of section 123 of the Insolvency Act 1986 or We reasonably believe that to be the case; You become subject to a moratorium under Part A1 of the Insolvency Act 1986; You become the subject of a company voluntary arrangement under the Insolvency Act 1986; You become subject to a restructuring plan under Part 26A Companies Act 2006; You become subject to a scheme of arrangement under Part 26 Companies Act 2006; You have a receiver, manager, administrator or administrative receiver appointed over all or any part of Your undertaking, assets or income; a resolution is passed for Your winding up; a petition is presented to any court for Your winding up or an application is made for an administration order, or any winding-up or administration order is made against You; You are subject to any procedure for the taking control of Your goods that is not withdrawn or discharged within 7 days of that procedure being commenced; You have a freezing order made against You; You are subject to any recovery or attempted recovery of items supplied to You by a supplier retaining title to those items; You are subject to any events or circumstances analogous to those the insolvency events/processes outlined in this clause in any jurisdiction; and/or You take any steps in anticipation of, or have no realistic prospect of avoiding, any of the events or procedures described above including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

    3. If Your membership of the Scheme is suspended, You will not be entitled to Commission whilst You are suspended. You will be entitled to Commission which would have been paid but for the suspension if the suspension is subsequently withdrawn or rescinded but not if Your membership is terminated whilst You are suspended.

  6. Change to the Rules and Operator of the Scheme

    1. We may change these Rules including how We calculate the Commission earned by giving You a minimum of 30 days’ notice in writing or within 30 days of Us announcing a change to the Rules and publishing a copy of the Rules at the Online Portal. 

    2. However, if the change to these Rules is to Your advantage, instead of giving You such notice, We will be entitled to make the change and then inform You afterwards by notice in writing or publishing a copy of the new Rules at the Online Portal.

    3. We may assign any of Our rights and obligations or transfer by novation any of Our rights and obligations under these Rules to another party which is willing to operate the Scheme. You agree and acknowledge that Your consent is not required for an assignment or transfer by Us to another party and that we may disclose any information we hold about You to that party. The assignment or transfer will be effective when We receive from that other party confirmation in writing that it will assume our rights and obligations under the Rules and operate the Scheme. 

  7. Entire agreement

    1. These Rules constitute the entire agreement between Us and You in relation to the Scheme and supersede all previous agreements, understandings and arrangements between You and Us, whether in writing or oral in respect of the Scheme.

    2. You acknowledge that You have not entered into this Scheme in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in these Rules. You shall have any claim for innocent or negligent misrepresentation on the basis of any statement in these Rules.

  8. Notice

    1. Any notice given by Us to You in connection with these Rules shall be in writing, given and deemed received:

      1. by email upon being sent to the email address provided by You when accepted these Rules or any other email subsequently notified by You to Us as a replacement email address; or

      2. by next day delivery post on the second Business Day after sending to Your registered office address or the last address provided by You in connection with Your membership of the Scheme.

    2. Any notice given by You to Us in connection with these Rules shall be in writing, given and deemed received by email upon being sent to clinicdirect@medicomhealthcare.com or any other email subsequently notified by Us to You as a replacement email address.

  9. Governing law & Jurisdiction

    1. Any dispute or claim arising out of or in connection with Your membership of the Scheme and or acceptance of these Rules (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. 

    2. You and Us irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, Your membership of the Scheme and or acceptance of these Rules.

Version 1.0 – 25 June 2025