1. Terminology & Scope

• “Software”: The PharmCare SaaS solution and any associated modules or APIs provided by the Provider.

• “Services”: Provision of access to the Software, hosting, and standard system support.

• “Subscription Period”: One year from the Effective Date, automatically renewing for successive one-year terms unless terminated in accordance with this Agreement.

2. Subscription Fees & Payment

2.1 Payment Terms: Subscription fees are billed annually in advance. Access to the Services is subject to the receipt of full payment of the invoice.

2.2 New/Renewed Licenses: Fees apply to both initial subscriptions and subsequent renewals. The Provider reserves the right to modify fees for any renewal period by providing at least 30 days’ notice prior to the end of the current term.

3. Refund Policy

3.1 Termination by Subscriber: The Subscriber may terminate the Service at any time. However, no refund of pre-paid fees shall be granted for the remaining duration of the Subscription Period.

3.2 Termination by PharmCare: If PharmCare terminates this Agreement for convenience (without cause), PharmCare shall provide a pro-rata refund of the unused portion of the annual license fee.

3.3 Termination for Cause: No refund will be issued if the Agreement is terminated by the Provider due to the Subscriber’s breach (e.g., non-payment, violation of laws, or unauthorized reverse engineering).

4. Warranties

4.1 Provider Warranty: PharmCare warrants that the Services will perform substantially in accordance with the standard documentation provided at https://www.pharmcare.app/system-support/.

4.2 Subscriber Warranty: The Subscriber warrants that they possess all necessary licenses to practice pharmacy or healthcare in Hong Kong and that their use of the data complies with the Personal Data (Privacy) Ordinance.

5. Disclaimers

5.1 “As-Is” Basis: To the maximum extent permitted by law, the Services are provided “as is” and “as available” without warranties of any kind, either express or implied.

5.2 Professional Responsibility: PharmCare is a clinical management and administrative tool. It is not a substitute for professional medical judgment. The Subscriber remains solely responsible for the verification of drug interactions, dosages, and patient clinical outcomes.

6. Limitation of Liability

6.1 Indirect Damages: PharmCare shall not be liable for any indirect, incidental, or consequential damages, including loss of data, loss of profits, or business interruption.

6.2 Liability Cap: PharmCare’s total aggregate liability for all claims arising out of this Agreement shall be limited to the total amount paid by the Subscriber for the Services during the 12 months immediately preceding the claim.

7. Data Ownership & Privacy

7.1 Ownership: The Subscriber remains the sole owner of all data and content uploaded to the Service (“Subscriber Data”).

7.2 Retrieval Period: Upon termination, the Subscriber shall have 30 days to export their Subscriber Data. Following this window, PharmCare reserves the right to delete the data to comply with security and privacy protocols.

8. Force Majeure

8.1 Neither party shall be held liable for any delay or failure in performance due to events beyond their reasonable control, including but not limited to: natural disasters, pandemics, government-mandated lockdowns, strikes, or failures of third-party telecommunications/internet infrastructure.

9. Dispute Resolution

9.1 Mediation: Any dispute arising from this Agreement shall first be referred to mediation at the Hong Kong International Arbitration Centre (HKIAC) in accordance with its Mediation Rules.

9.2 Arbitration: If the dispute is not settled by mediation within 30 days, it shall be finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules. The seat of arbitration shall be Hong Kong, and the language of proceedings shall be English.

10. Governing Law

10.1 This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.