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Partner Portal Terms of Use

Boots UK Limited (or âBootsâ, âweâ or âusâ) are pleased to provide this Boots Partner Portal (the âPortalâ) for use by our authorised suppliers. 

The Portal is subject to these terms and conditions of Use (âTOUâ).  References to âYouâ or âYourâ is a reference to the individual who is authorised to use this Portal on behalf of a Boots supplier.  An individual will be authorised to use the Portal if they are acting on behalf of an organisation that has entered into an agreement with Boots for the delivery of goods and/or provision of services (who will be referred to as the âSupplierâ in these TOU).

YOU SHOULD ONLY ACCESS AND USE THIS PORTAL IF YOU HAVE BEEN AUTHORISED TO DO SO BY AND ON BEHALF OF A SUPPLIER. 

BY USING THE PORTAL, BOTH YOU AND THE SUPPLIER AGREE TO BE BOUND BY THESE TOU. YOU FURTHER AGREE THAT YOU ARE AUTHORISED TO ENTER INTO THESE TOU FOR AND ON BEHALF OF THE SUPPLIER, AND TO BIND THE SUPPLIER TO THESE TOU. If You do not agree to these TOU, you must not use the Portal. We recommend that You print a copy of these terms for future reference.

Boots may amend these TOU from time to time without notice to You or the Supplier by posting the amended TOU on the Portal. The most current version of the TOU can be reviewed at any time at:            xxxxxxxxxx

This Portal is intended by Boots to be a tool to provide and manage Supplier account information including (without limitation) contact details,information) between Boots and Supplier. The Portal is an online platform to enable Supplier to access applications that enable greater collaboration between Boots and the Supplier. In addition but without limitation, it will form a central repository for information relevant to trading with Boots. Neither the content nor use of this Portal will replace, modify or amend the terms and conditions of any existing agreement between Boots and Supplier, or any of Boots or Supplierâs respective affiliates, for the purchase of goods and services (âPurchasesâ), and all Purchases transactions will remain subject to any such existing agreement.

Some applications of the Portal may be subject to additional posted terms, conditions and guidelines applicable to such areas, including (without limitation) the Copyright, Disclaimer and Privacy Policy notices linked from the bottom of each web page. All such terms, conditions and guidelines are incorporated by reference into the TOU and may be amended from time to time (without notice to You or Supplier) by posting the amended terms, conditions or guidelines on the Portal or on the relevant application page. In the event of a conflict between the terms of use of such applications and these TOU, these TOU shall prevail. The most current versions of these terms of use for other applications can be viewed at any time at:  xxxxxxxxxxxxxxx

Portal Use 

You and Supplier agree: 

  1. to use the Portal only as permitted by these TOU;
  2. not to interrupt or attempt to interrupt the operation of the Portal in any way or to attempt to gain unauthorised access to the Portal or any part of it, using the identity generated through this Portal;  
  3. not to use the Portal in any manner that could damage, disable, overburden, or impair it or interfere with Boots or any other partyâs use and enjoyment of the Portal; 
  4. not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Portal;
  5. to only use the Portal for Supplierâs own internal business use and not to duplicate, download, publish, modify, or otherwise distribute Portal material for any purpose other than to review and/or enter information related to trading with Boots. Any information accessed or received through the Portal is solely for Supplierâs internal use and may not be re-distributed, resold or otherwise transmitted outside of the Supplierâs organisation; and
  6. not to make any unauthorized use of the Portal, including (without limitation) unauthorized marketing, sales, use or disclosure of Confidential Information (as described below), unauthorized framing of (or linking to) the Portal. 

Unauthorised use of the Portal, including (without limitation) unauthorised entry or attempted entry, misuse of passwords, misuse of any information available in or through the Portal, or illegal conduct, is strictly prohibited. 

Boots reserves the right to prohibit access to anyone which Boots determines to be violating or attempting to violate these TOU. 

Account and Password 

When You register through the Portal, You are doing so as an authorised representative on behalf of the Supplier.  Any account granted will be for use by You only on behalf of the Supplier. 

Your account will have an assigned username and password that You should not share with any other person, including any other person working for the Supplier. You are responsible for maintaining the confidentiality of Your username and password at all times. 

You and the Supplier are solely responsible for all transactions, communications and acts or omissions that occur through the use of Your user name and password by You or any person or entity using a password provided to You, whether or not such access or use has been authorised by You or Supplier.

Both You and the Supplier are responsible for notifying Boots and requesting deactivation of Your account upon Your leaving the Supplier organization to which the account was provisioned.

Boots will not be responsible or liable for any loss or damage arising from Your failure to comply with the provisions of this section. If You believe that someone has used Your account to access the Portal, You must contact us immediately. 

Availability

Access to the Portal may be unavailable without notice at certain times, including (without limitation) when systems require maintenance or upgrades, or in the case of unforeseen circumstances. Boots will not be responsible for the lack of availability of the Portal or for any damages that may result from such lack of availability.

Data Protection  

Boots will process Your personal information in accordance with these TOU and our Privacy Notice.

Confidential information

You and the Supplier acknowledge and agree that the Portal contains information that is confidential to Boots, therefore You and the Supplier agree not to disclose such information to any person outside of the Supplier without Boots prior written consent.

Representations and Warranties 

You and the Supplier agree that: 

  1. these TOU constitute a valid, binding obligation between You, the Supplier and Boots; 
  2. You are authorized to provide the information You submit to the Portal on behalf of the Supplier;
  3. You have full power, authority and legal capacity to enter into these TOU and comply with its obligations;
  4. in respect of any Purchases, or communications with Boots (via the Portal) regarding any Purchases, or any information submitted to the Portal on behalf of the Supplier, that You have the authority to bind and represent Supplier as your employing organisation or, if You are not an employee, as the Supplier You represent;
  1. any information You enter and transmit to Boots through this Portal is true and accurate, complete and comprehensive, including (without limitation) any contact details.
  1. both You and the Supplier are responsible for any errors or omissions in any information supplied through the Portal, and for keeping such information current and relevant at all times. We rely upon You and the Supplier to ensure any information supplied is accurate and up to date.  We will have no liability for any inaccuracies in any information provided to us via the Portal and we will have no obligation to confirm the accuracy or completeness of any information that is provided to us via the Portal; 

Intellectual Property Rights 

The Portal may contain copyrighted works, trademarks and other proprietary material owned by Boots licensors and/or third party service providers (âProprietary Materialsâ), who reserve all intellectual property rights and any other proprietary rights in such Proprietary Materials. You are granted a non-exclusive, non-assignable, non-transferable, limited and revocable licence to use such Proprietary Materials available on the Portal only for the purposes described in both these TOU and/or in the additional terms, conditions and guidelines applicable to specific areas of the Portal.  No other rights are granted to You or the Supplier except as expressly set out in this section.

Neither You nor the Supplier may copy, reproduce, modify, create derivative works of, publish, transmit, display, sub-license or distribute material or images from the Portal except as provided in these TOU or with Boots express written permission. 

When You upload or post content to the Portal, You grant Us the following rights to use that content: a worldwide, non-exclusive, royalty-free, transferable, sub-licensable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the Portal and across different media or Purchases.

Should You provide any feedback or other information via the Portal, such as questions, comments, suggestions or similar (collectively Feedbackâ), such Feedback will be deemed to be non-confidential and Boots will have no obligation of any kind with respect to such Feedback and will be free to reproduce, use, disclose and distribute the Feedback to others without limitation or payment to You or the Supplier. Boots will be free to use any ideas, concepts, know-how or techniques contained in the Feedback for any purpose whatsoever including (without limitation) to develop, manufacture and market products incorporating such Feedback. 

Modifications to the Portal 

Boots may terminate, change, suspend or discontinue any aspect of the Portal, including (without limitation) to content, features or hours of availability. Boots may also impose limits on certain features of the Portal or systems, or restrict Your access to the whole or a part of the Portal or systems without notice. 

Warranty and Limitation of Liability 

Boots provides the Portal to facilitate communications regarding the commercial relationship. All warranties unless expressly set out herein are hereby excluded, whether express or implied, including (without limitation) the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to You/Supplier depending on the jurisdiction. We will not be liable to You and/or the Supplier for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, the Portal; or use of or reliance on any content displayed on the Portal. IN PARTICULAR  BOOTS WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING OF PROPERTY VALUE, LOSS OF PROFITS, OR DOWN TIME) RESULTING FROM USE OF THE PORTAL, WHETHER BASED IN CONTRACT OR TORT (INCLUDING (WITHOUT LIMITATION) NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.,

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND/OR SUPPLIER DEPENDING ON THE JURISDICTION. However, You and the Supplier agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, or related to, use of the Portal or these TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred. 

Termination 

Boots may terminate these TOU and Your use of the Portal at any time immediately and without prior notice if You or the Supplier violate any provision of these TOU or Boots is unable to verify or authenticate the information You provide to Boots. Boots may terminate these TOU and Your use of the Portal for any other reason it deems appropriate upon giving You reasonable notice in writing.

All provisions of these TOU that by their nature are intended to survive termination will remain in effect.

Non-Transferable 

Your right to use the Portal is not transferable, may not be assigned without Boots express written consent and is subject to any limits established by Boots and all applicable agreements between Supplier and Boots. 

GENERAL PROVISIONS 

Force Majeure 

Neither Boots nor the Supplier will be responsible for delays or failures in performing its obligations under these TOU due to any cause which could not have been contemplated by the parties and is beyond its reasonable control, including (without limitation) strike or other labour disturbance, fire, flood, earthquake, storm or governmental action. 

Entire TOU 

These TOU constitute the entire terms of use between You, Supplier and Boots with respect to the Portal, provided that if any conflict should arise between the terms of these TOU and any written agreement between Supplier and Boots, the terms in the written agreement will control. 

Severability 

If any section of these TOU are found to be invalid or unenforceable in any jurisdiction in which such section is performed, the validity, legality and enforceability of the remaining provisions contained in these TOU will not in any way be affected or impaired as a result, so long as the economic or legal substance of these TOU and the transactions it contemplates are not affected in any manner adverse to You, Supplier or Boots. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these TOU so as to give effect to the original intent as closely as possible in an acceptable manner so that the transactions contemplated under this TOU are fulfilled to the greatest extent possible. 

Binding Effect 

These TOU will be binding upon and enforceable by You, the Supplier and Boots and their permitted successors. 

Non-Waiver 

The failure of Boots to enforce or require enforcement of any provisions of these TOU will not constitute, or be construed to be, a waiver of the TOU's provisions, nor will it affect Boots right to enforce all or any provision(s) of these TOU thereafter.

Applicable Law

These TOU will be governed by and construed in accordance with English law and be subject to the exclusive jurisdiction of the courts of England and Wales. Updated On:20/04/2023