POSITIVE IMPACT (SALES) LIMITED

Updated: January 2025

DEFINITIONS AND INTERPRETATIONS

**Definitions:**

• Positive Impact: (registered in England & Wales; registered office: Swallow House, Theaklen Drive, St Leonards on Sea, East Sussex, TN38 9AZ; registered number: 06484873) with a place of business at Swallow House, Theaklen Drive, St Leonards on Sea, East Sussex, TN38 9AZ
• Business Day: A day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.
• Conditions: These terms and conditions are detailed from Condition 1 to Condition 15 (inclusive).
• Contract: The agreement between Positive Impact and the Customer for the sale and purchase of Products incorporates these Conditions.
• Delivery Date: The date specified for the delivery of an Order under Condition 5.
• Delivery Location: The address where the Products will be delivered within the UK and/or Ireland to the Customer’s place of business or another agreed location as per Condition 5.
• Force Majeure Event: Events, circumstances, or causes beyond a party’s reasonable control.
• Incident: Any serious public health threat, serious adverse event, or other safety-related information, including device errors, malfunctions, and abnormal usage.
• Intellectual Property Rights: Includes patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights related to trade dress, goodwill, the ability to sue for passing off or unfair competition, design rights, software rights, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered.
• Legal Manufacturer: Any person or entity responsible for the design, manufacture, packaging, and labelling of a medical device before it is marketed, irrespective of whether these operations are performed directly by that entity or by a third party on its behalf.
• MD Regulations: Refers to relevant EU Medical Devices Directive (93/42/EEC) (MDD), Medical Devices Regulation ((EU) 2017/745) (EU MDR), UK Medical Devices Regulations 2002 (UK MDR), and any applicable mandatory national implementation legislation related to MDD and/or EU MDR or UK MDR.
• Order: An order for any Products the Customer places by Condition 3.
• Price: The cost of the Products as specified in the authorised Price List.
• Price List: Positive Impact’s published product price list is updated periodically and communicated to the Customer.
• Products: The products (or any part of them) listed in the Price List or any other document forming part of the Contract.
• Product Complaint: Any written, electronic, or oral communication that raises concerns regarding deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of a Product after it has been released for distribution.
• Recall: The removal of a Product from the market or wholesalers or action taken by a legal manufacturer to mitigate the risk of death or severe health deterioration associated with using a medical device already available.
• Relevant Parties: Positive Impact, the Legal Manufacturer of the Product, the Customer, the Legal Manufacturer’s Authorized Representative in the EU and/or UK, and/or the Importer of the Products into the EU/UK.

1: INTERPRETATION:

(a) References to statutes or statutory provisions should be interpreted as references to those statutes or provisions as amended or re-enacted. A reference to a statute or statutory provision also includes any subordinate legislation made under that statute or provision, as amended or re-enacted.

(b) Any phrase introduced by terms such as “including,” “include,” “in particular,” or similar expressions should be construed as illustrative and will not limit the meaning of the words preceding those terms.

2: APPLICATION OF THESE CONDITIONS

2.1. These Conditions are part of the Contract between Positive Impact and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification, or other documents shall form part of the Contract except to the extent that Positive Impact agrees otherwise in writing, signed by a duly authorised officer.

2.3. This Contract embodies the entire agreement between Positive Impact and the Customer. Any promises, negotiations, or understandings not expressed herein shall have no effect.

2.4. No variation of these Conditions, an Order, or the Contract shall be binding unless expressly agreed to in writing and executed by a duly authorised signatory on behalf of Positive Impact.

2.5. Positive Impact’s employees or agents are not authorised to make any representations concerning the Products unless confirmed in writing by Positive Impact.

2.6. Any advice or recommendation given by Positive Impact or any of its employees or agents to the Customer, its employees, or agents regarding the storage, application, or use of the Products—which is not confirmed in writing by Positive Impact —is followed or acted upon entirely at the Customer’s own risk. Consequently, Positive Impact shall not be liable for such unconfirmed advice or recommendation.

3: ORDERS

3.1. Orders must be submitted in writing using Positive Impact’s sales order form or any other format that Positive Impact agrees to accept from time to time. Positive Impact reserves the right to accept or decline orders or amendments to orders at its sole discretion.

3.2. The quantity and description of the Products shall be as specified in Positive Impact’s quotation (if accepted by the Customer) or in the Customer’s order (if accepted by Positive Impact).

3.3. Each order submitted by the Customer to Positive Impact—whether by telephone, email, fax, online (through orders or sales @positiveimpact.co.uk ), EDI, or other approved electronic ordering systems—constitutes an offer to purchase the Products subject to the Contract.

3.4. After confirming an order, Positive Impact will inform the Customer of the estimated delivery date as soon as practicable.

3.5. The Customer is responsible for ensuring that orders and applicable specifications are complete and accurate.

3.6. Positive Impact may cancel an order at any time before the Products are delivered by providing written notice to the Customer. Positive Impact shall not be liable for any loss or damage resulting from such cancellations. Orders not delivered within six (6) months for any reason will be automatically cancelled.

4: PRODUCTS AND SAMPLES

4.1. The description of the products is outlined in the Price List.  All drawings, descriptive materials, specifications, and advertising issued by Positive Impact and any descriptions or illustrations found in its catalogues, brochures, or websites are provided solely to offer an approximate idea of the described products. These materials do not form part of this contract. The legal manufacturer reserves the right to amend the product specifications as required by any applicable statutory or regulatory requirements, provided that such amendments do not materially affect the quality or performance of the products.

4.3. Positive Impact and the legal manufacturer reserve the right to change the specifications of the Product Regulatory Compliance and Delivery Terms.

4.4. Before making the products available in the European Economic Area (EEA), the UK,  the customer must ensure that all applicable regulatory requirements are met. This includes:

 (a) ensuring the products are CE marked (or have an equivalent under UK MDR) and that a relevant declaration of conformity has been prepared;

1. b) including the information provided by Positive Impact regarding labelling and instructions for use; and

(c) assigning a unique device identifier to the products, if applicable, as mandated by Positive Impact. To fulfil these requirements, the customer may utilise a sampling method representative of the products supplied to them.

4.5. For clarity, any products provided by Positive Impact free of charge (referred to as “Samples”), such as lenses used by the customer to determine the appropriate contact lens for their patient (also referred to as “Trial Lenses”), shall be subject to these conditions where applicable. Trial Lenses are provided at the sole discretion of Positive Impact in compliance with applicable laws, regulations, codes, and internal company policies.

4.6. The customer is prohibited from selling any Samples to third parties or using Samples as replacements for products purchased by their customers.

4.7. Except as permitted for compliance with applicable laws or regulations, the customer shall not remove, cover, or alter any packaging, labelling, notices, or user instructions placed on or accompanying the products.

5. DELIVERY & RETURNS

5.1 The Price List will specify delivery pricing and terms for the products or as otherwise notified by Positive Impact to the Customer. Delivery shall occur at the designated Delivery Location.

5.2 The Customer is not entitled to reject any delivery of products based on an incorrect volume supplied, provided the volumes are within the tolerances set out in the order.

5.3 Products may be delivered in instalments, and any delay in delivery or defect in one instalment does not entitle the Customer to cancel other instalments.

5.4 Positive Impact will make reasonable efforts to meet the specified delivery dates; however, these dates are approximate, and timely delivery is not of the essence. Positive Impact shall not be liable for any delays or failures in delivery caused by the Customer’s actions or faults.

5.5 The Customer must report any discrepancies between the products delivered and those ordered within five (5) business days of receipt at the agreed Delivery Location. After this period, the products will be deemed accepted.

5.6 Positive Impact’s liability for non-delivery of products is limited to either replacing the products within a reasonable time or issuing a credit note at the pro-rata contract rate against any invoice for such products.

5.7 Products delivered under the contract cannot be returned without prior written approval from Positive Impact. The terms for return will be determined at Positive Impact’s discretion, as outlined in Positive Impact’s Return Policy, which may change occasionally.

5.8 Any product suspected of a manufacturing fault must be retained. If requested, it should be returned to Positive Impact for analysis.

5.9 We do not provide refunds for opened boxes or products that cannot be resold. Partial returns without prior authorisation will not be accepted.

5.10 We will refund the cost of any authorised return at the price paid on the original invoice, excluding the original delivery charges.

5.11 For automatic shipments and recurring orders: It is the customer’s responsibility to notify Positive Impact customer service of any changes to the prescription. If the order is not cancelled or amended and is shipped, we reserve the right to retain the original shipping fee from the credit value.

5.12 Unless otherwise stated, shipping costs are as listed on our price list.

6. TITLE & RISK

6.1 Risk in the products transfers to the Customer upon delivery.

6.2 Title to the products will pass to the Customer only when Positive Impact has received full payment (in cash or cleared funds) for the products.

6.3 Despite the above, the Customer may use or resell the products in the ordinary course of business until they become aware or should reasonably have become aware that an event specified in Condition 14.1(b) has occurred or is likely to occur.

6.4 If the Customer resells the products as permitted in Condition 6.3, the title will pass to the Customer immediately before the resale.

7. DATA PRIVACY

7.1 **Definitions** 

• Data Protection Laws refer to the General Data Protection Regulation (Regulation (EU) 2016/679), the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and any national laws, related laws, or regulations that implement these laws. This also includes any laws that replace, extend, re-enact, consolidate, or amend any earlier laws that apply to the processing, privacy, and/or using Personal Data in the European Economic Area (EAA), the UK, and Switzerland.
• Personal Data has the meaning given in the applicable Data Protection Laws, as they may be updated occasionally.

7.2 **Compliance** 

Both Parties are responsible for complying with all applicable requirements of the Data Protection Laws concerning any Personal Data shared with Positive Impact under the Contract.

7.3 **Provision of Personal Data** 

The Customer will only provide Positive Impact with Personal Data if it is required by the Contract or requested explicitly by Positive Impact. The Customer must ensure they have the appropriate authority for Positive Impact to use and transfer the Personal Data by the Contract. Additionally, the Customer must confirm that data subjects have been informed about using their data through the necessary notice or by obtaining the required consent.

7.4 **Data Processing** 

Where Positive Impact  acts as a data controller, it may process Personal Data for the following purposes: 

(i) providing services. 

(ii) administering, managing, and developing its business and services. 

(iii) conducting security, quality, and risk management activities. 

(iv) Provide the customer with information about Positive Impact and its range of services. 

(v) complying with any legal, regulatory, or professional requirements of which Positive Impact is a member.

7.5 **Data Transfers** 

Positive Impact may share the personal data you provide with their affiliates, subcontractors, and IT service providers as outlined in Condition 7. Some recipients may be outside the UK or the European Economic Area (EEA). Positive Impact will only make these transfers when they have a lawful basis for doing so. This includes transferring data to recipients in countries that offer adequate protection for personal data or under agreements that meet UK and EU requirements for transferring personal data to processors outside of the UK or EU.

7.6 **Home Delivery** 

When Positive Impact provides a home delivery service, the Data Protection – Joint Controllership Protocol Schedule will apply to such services.

7.7 **Customer Service Calls** 

Please note that calls to Customer Services may be recorded for training purposes.

7.8 **Incidents or Product Complaints** 

The Parties will collect, use, and disclose Personal Data under this contract for regulatory reporting purposes, including incidents or product complaints, in compliance with all applicable Data Protection Laws and the terms of the Contract.

7.9 **Technical & Security Measures** 

The Parties shall implement reasonable physical, technical, and administrative safeguards to protect Personal Data from loss, misuse, unauthorised access, disclosure, alteration, or destruction. Each Party must promptly notify the other of: 

(i) any unauthorised uses or disclosures of Personal Data. 

(ii) any security incidents involving Personal Data of which they become aware; and 

(iii) any investigations by competent Supervisory Authorities regarding data protection related to Personal Data.

7.10 **Product Recall and Safety**

The Customer must promptly notify Positive Impact of any non-conformity if they believe or have reason to believe that any Products do not meet the requirements of the Medical Device Regulations. The Customer is prohibited from placing such Products on the market in the Territory until they are brought into conformity. The Customer will work with Positive Impact to ensure that corrective actions are taken to confirm the Product or withdraw, return, or recall it as appropriate. The Customer shall take no action regarding any potential withdrawal, return, or recall without instructions from Positive Impact except as required by applicable law.

8: RECALL AND COMPLIANCE PROCEDURES

8.1. Positive Impact will make all decisions regarding the product recall and notify the Customer once a decision has been reached (“Recall Notice”).

8.2. The Customer must comply with any Recall Notice and reasonably assist Positive Impact in effectively recalling or withdrawing the product. The Customer must also follow Positive Impact’s instructions for implementing the recall or withdrawal process.

8.3. Unless mandated by law, the Customer may not initiate any recall or withdrawal without obtaining written permission from Positive Impact. If permission is granted, the Customer must strictly adhere to Positive Impact’s instructions regarding the withdrawal process.

8.4. If the Customer receives a request, court order, or any directive from a governmental or regulatory authority to withdraw any Products from the market, the Customer must immediately inform Positive Impact in writing and include a copy of the recall notice.

8.5. The Customer shall maintain a register of complaints, non-conforming Products, recalls, and withdrawals. The Customer must keep Positive Impact and other relevant parties informed of these records and provide any information requested by Positive Impact or relevant parties.

8.6. The Customer must notify Positive Impact of any incident or Product Complaint it becomes aware of within 24 hours. This notification should be sent to info@positiveimpact.co.uk through the contact details found at www.positiveimpact.co.uk or to any other contact address communicated by Positive Impact.

8.7. The Customer shall document each incident or Product Complaint using all necessary forms required by applicable laws or regulations. Copies of these reports must be provided to Positive Impact and, where appropriate, other relevant parties. The Customer must also assist Positive Impact in complying with all applicable laws and regulations related to the incident or Product Complaint.

8.8. The Customer must seek to recover individual Products related to Product Complaints or incidents without conducting any investigations on those Products and return them promptly to Positive Impact.

8.9. The Customer shall ensure that while the Products are in its possession, all storage or transport conditions comply with the specifications provided for the Products, the requirements set by Positive Impact, the Legal Manufacturer, and applicable laws, including obligations under the Medical Device Regulations.

8.10. The Customer must comply with Product traceability obligations by the Medical Device Regulations. This includes maintaining records to identify Positive Impact, other relevant parties, or competent authorities for at least 10 years after the last Product covered by the EU Declaration of Conformity has been placed on the market. The records must include:

(a) The Products supplied to the Customer by Positive Impact or other relevant parties, including product identity, batch/lot number, quantity, and date of supply.

(b) Any health institution or healthcare professional to whom the Customer has directly supplied the Products.

(c) Any other person to whom the Customer has directly supplied the Products.

8.11. If the Customer is required by any competent authority to provide information documentation or samples of the Products, the Customer must:

(a) Immediately inform Positive Impact and, where applicable, other Relevant Parties.

(b) Provide Positive Impact and, where applicable, other Relevant Parties with all relevant information regarding the request.

9. PRICE AND PAYMENT TERMS

9.1. Pricing Agreement: Unless otherwise agreed in writing and subject to Condition 9.2, the price will be as listed in the current Price List at the time of acceptance of Positive Impact’s offer. Positive Impact reserves the right to change the Price List without prior notification. The listed price does not include value-added tax (VAT), other sales taxes, or delivery charges, which the Customer will be liable to pay additionally. If a Recommended Retail Price (RRP) is provided, it will consist of VAT.

9.2. Price Increases. Positive Impact may increase the product price by notifying the Customer up to 15 business days before delivery. This increase may reflect any rise in product costs due to factors beyond Positive Impact’s control (such as fluctuations in foreign exchange rates, increased taxes and duties, or rising costs of labour and manufacturing materials) or changes requested by the Customer regarding delivery dates, quantities, or specifications. Additionally, an increase may result from delays caused by the Customer’s instructions or their failure to provide accurate information.

9.3. Payment Terms. The Customer must pay invoices in full and clear funds by the due date specified on the invoice. If no due date is provided, payment must be made within 30 days from the invoice date. Payments should be directed to the bank account designated in writing by Positive Impact.

9.4. Late Payments. Suppose the Customer fails to pay Positive Impact by the due date. In that case, as amended, they will incur interest on the overdue amount stipulated under the Late Payment of Commercial Debts (Interest) Act 1998. This is without limiting Positive Impact’s other remedies mentioned in Condition 14. Furthermore, Positive Impact may suspend all future product deliveries until payment is received.

9.5. Payment Obligations. The Customer must pay all amounts due under the Contract in full, without any set-off, counterclaim, deduction, or withholding, unless required by law. Positive Impact retains the right to offset any amount owed against any amount due to the Customer.

9.6. Credit Limit. Positive Impact may establish and adjust credit limits as necessary and withhold further supplies if the Customer exceeds the established credit limit.

10.  LIMITATION OF LIABILITY  

10.1: To the fullest extent permitted by applicable law, Positive Impact shall not be liable to the Customer for any loss of profit, loss of business, depletion of goodwill, or any indirect or consequential losses arising under or in connection with the Contract. Positive Impact’s total liability to the Customer for all other losses arising under or in connection with the Contract—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—shall be limited to the total sums paid and/or payable by the Customer for Products under the Contract or any series of Contracts that involve multiple orders for Products accepted by Positive Impact.

11. COMPLIANCE WITH RELEVANT LAWS & POLICIES INCLUDING SANCTIONS & EXPORT CONTROL

In fulfilling its obligations under the Contract, the Customer agrees to the following:

1. Comply with all applicable laws, including, but not limited to, Medical Device Regulations (MD Regulations), Bribery Laws, Data Protection Laws, trade and economic sanctions, and export control laws. The Customer will indemnify Positive Impact against any losses or liabilities arising from any breach of these laws.
2. When applicable, the relevant MD Regulations will market products as medical devices with a CE mark (or its equivalent under UK MDR). The Customer shall exercise due diligence to ensure compliance with these MD Regulations.
3. Positive Impact may terminate the Contract immediately if the Customer breaches this section.
4. The Customer agrees to comply with all applicable:

 (a) economic and trade sanctions laws, regulations, orders, and directives enforced by relevant sanctions authorities, such as the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, and the European Union or its Member States, including those imposed by Her Majesty’s Treasury of the United Kingdom (collectively referred to as “Sanctions”); and

 (b) export control laws, regulations, orders, and directives, including the U.S. Export Administration Regulations (15 C.F.R. Parts 730-774), as well as EU and EU Member State export controls governed by Council Regulation (EC) 428/2009 and various national export control laws and regulations of Member States (collectively referred to as “Export Control Laws”).

 The customer represents and agrees that:

 (a) It is not and is not (i) 50% or more owned, directly or indirectly, by any person or entity that is a Sanctions Target, nor (ii) controlled by a person or entity that is a Sanctions Target.

 (b) It will notify Positive Impact in writing within one business day if it becomes aware of any information indicating that it has become a Sanctions Target.

 (c) It will not act on behalf of any Sanctions Target regarding the items and/or services provided under this Contract.

 (d) It will provide any information and/or records requested by Positive Impact and its affiliates about the sale, export, re-export, or transfer of items and/or services under this Contract for compliance with applicable Sanctions and Export Control Laws.

 (e) Any payments made to Positive Impact and its affiliates by or on behalf of the Customer will not be processed through any financial institution or money services business that is a Sanctions Target or would violate applicable Sanctions and Export Control Laws.

12. INTELLECTUAL PROPERTY

12.1. The Intellectual Property Rights associated with the Products will remain the property of Positive Impact (or its licensors). Nothing in this Contract is intended to transfer ownership of these rights to the Customer. 

12.2.This Contract does not grant the Customer any license regarding Intellectual Property Rights related to the Products, except as necessary for the Customer to possess and use the Products.

12.3. The use of Positive Impact’s trademarks in connection with the Products must comply with this Contract and with Positive Impact’s (or its licensors) brand guidelines, if applicable. 

 (b) Any goodwill from using these trademarks will benefit Positive Impact (or its licensors). Upon Positive Impact’s request, the Customer shall, at their own expense, sign all necessary documents and take action to assign this goodwill to Positive Impact or its licensors. 

(c) The Customer will not apply for, register, or assist others in registering the same trademark or any confusingly similar trademark. 

 (d) Except as authorised in writing by Positive Impact from time to time, the Customer will not alter or remove these trademarks from the Products.

13. MARKETING

13.1  The Customer agrees to try their best to introduce, promote, and resell the Products. Additionally, the Customer will collaborate with Positive Impact on activities designed to encourage and resell the Products. This may include developing and implementing a calendar of joint sales promotion activities.

13.2  The Customer will always display, demonstrate, and represent the Products fairly compared to competitive offerings from other manufacturers. The Customer shall not make any false or misleading claims about the Products or Positive Impact inconsistent with the literature provided by Positive Impact.

14. TERMINATION

14.1 Without limiting any other rights or remedies, either party may immediately terminate this Contract by providing written notice to the other party if any of the following occur:

(a) The other party commits a material breach of any term of the Contract. If the breach can be remedied, the other party fails to do so within 30 days of receiving written notice.

(b) The other party takes steps to enter administration, provisional liquidation, or any composition or arrangement with creditors (excluding solvent restructuring); is wound up (unless for solvent restructuring); has a receiver appointed for its assets; or ceases to operate its business.

(c) The other party suspends, threatens to suspend, ceases, or threatens to cease all or a substantial part of its business operations.

(d) The other party’s financial position deteriorates to the extent that its ability to fulfil its obligation under the Contract is at risk.

14.2 Positive Impact may terminate the Contract immediately if the Customer fails to pay any amount due under the Contract by the payment due date and remains in default for 14 days after being notified in writing.

14.3 Termination of the Contract shall not affect the parties’ rights and remedies accumulated as of the termination date.

15. GENERAL

15.1 **Force Majeure**: Neither party shall be considered in breach of this Contract or liable for delays in performance or failure to perform any of its obligations due to a Force Majeure Event. If the delay or failure continues for three (3) months, the unaffected party may terminate this Contract by providing 14 days written notice to the other party.

15.2 **Assignment and Other Dealings**: The Customer shall not assign, transfer, charge, subcontract, declare a trust over, or otherwise deal with any or all of its rights or obligations under this Contract without prior written consent from Positive Impact. Positive Impact, on the other hand, may assign, transfer, charge, subcontract, or deal with any or all of its rights under this Contract at any time.

15.3 **Confidentiality**: 

(a) Each party agrees not to disclose confidential information related to the business, affairs, customers, clients, or suppliers of the other party or any member of the group to which the other party belongs, except as allowed under clause 15.3(b). In this clause, “group” refers to a party, any subsidiary or holding company of that party, and any subsidiary of such holding company. 

(b) Each party may disclose the other party’s confidential information: 

(i) to its employees, officers, representatives, or advisors who need such information to exercise the party’s rights or fulfil its obligations under this contract. Each party must ensure that these individuals comply with this confidentiality obligation and 

(ii) as required by law, a court of competent jurisdiction, or any governmental or regulatory authority. 

(c) No party shall use the confidential information of any other party for any purpose other than to exercise its rights and fulfil its obligations under this contract. 

15.4 **Entire Agreement**: This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter. 

15.5 **Variation**: No contract variation shall be effective unless it is in writing and signed by the parties or their authorised representatives. 

15.6 **Waiver**: A party’s failure or delay in exercising any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy. Additionally, no single or partial exercise of such right or remedy shall prevent or restrict further exercise of that or any other right or remedy. 

15.7 **Severance**: If any provision or part of this Contract is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, its relevant provision or part shall be deemed deleted. Any modification or deletion will not affect the validity and enforceability of the remaining provisions of the Contract. 

15.8 **Notices**: Any notice or communication given to a party under or in connection with this Contract shall be in writing and addressed to that party at its registered office or any other address specified in writing. Notices may be delivered personally, sent via pre-paid first-class post, or through other next-working-day delivery services, commercial couriers, or email. 

15.9 **Survival**: Any clauses or conditions in this Contract that are expressly stated or implied to apply after its expiry or termination shall remain in full force and effect following such expiry or termination. 

15.10 **Third Parties**: The parties to this Contract do not intend for any term of this Contract to be enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999, except for the Relevant Parties whose rights are explicitly referenced herein. 

15.11 **Special Conditions**: Positive Impact may, in addition to these Conditions, include additional terms within the Price List, Contract details, or other documents that incorporate these Conditions, which will apply to the purchase of the Product and will be deemed part of the Contract. 

15.12 **Governing Law & Jurisdiction**: This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter, or its formation, shall be governed by and construed by the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to resolve any disputes or claims (including non-contractual disputes or claims) arising out of or relating to this Contract or its subject matter or formation.

**DATA PROTECTION – JOINT CONTROLLERSHIP PROTOCOL SCHEDULE**

**Definitions:**

• **Personal Information:** Any information relating to an identified or identifiable natural person may include Health Information, Patient Data, or Customer Data.
• **Data Subject:** An identified or identifiable natural person.
• **Health Information:** Health data is a special category of Personal Information under Article 9, EU GDPR (and the equivalent provisions under UK GDPR).
• **Data Controller:** A party that determines the purposes and means of processing Personal Information.
• **Joint Controllers:** Two or more controllers jointly determining the purposes and means of processing; in this arrangement, they are Positive Impact and individual Eye Care Practices.
• **Processing:** Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction of Personal Data.
• **Personal Data Breach:** A breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Information transmitted, stored, or otherwise processed.
• **Patient:** The individual to whom the Eye Care Practice consults and/or prescribes Positive Impact products.
• **Patient Data:** Includes Patient Personal Information and Health Information provided by the Customer to Positive Impact Online for a Home Delivery order.
• **Home Delivery Order:** An order made by an Eye Care Practice on behalf of the Patient through the Positive Impact Online system, enabling Positive Impact to deliver a product directly to the Patient’s address.
• **Customer:** The Eye Care Practice: Personal Information is needed to register in the Positive Impact online platform and order through the Positive Impact Online system.
• **Joint Control of Patient Data**: Positive Impact and each Customer are joint controllers under Article 26 of the EU General Data Protection Regulation (GDPR) and the equivalent provisions of the UK GDPR for the Patient Data processed about a Home Delivery Order. This arrangement fulfils a contract between the Patient and the Customer to deliver products to the Patient’s address.
• **Customer as Data Controller**: Each Customer acts as the Data Controller for Health Information and special categories of Personal Information collected under this arrangement to prescribe the product associated with any Home Delivery Order.
• **Positive Impact as Data Controller**: Positive Impact is the sole Data Controller for Customer Data related to the ordering process and contractual customer interactions. Positive Impact processes Personal Information to fulfil orders placed by Customers based on the contract established between the Patient and their Customer for the supply and, if requested, the delivery of Positive Impact Health products directly to the Patient’s address.
• **Patient Consent**: The Customer ensures that Patients have explicitly consented to processing their Health Information for a Home Delivery Order. The Joint Controllers commit to managing the Personal Information for which they are responsible in compliance with applicable Data Protection Laws. They also agree to provide information to Data Subjects as outlined in EU GDPR Articles 13 and 14 (and the equivalent provisions under UK GDPR) regarding processing Personal Information for their respective purposes.
• **Upholding Data Subject Rights**: The Joint Controllers pledge to uphold Data Subject Rights as established in EU GDPR Articles 15 to 22 (and the equivalent provisions under UK GDPR). They will comply with accountability obligations and all other requirements, including Personal Data Breaches, Security of Processing, and Retention Requirements, by applicable Data Protection Laws and other relevant legislation.
• **Inquiries and Contact Points**: All inquiries regarding Positive Impact’s data processing should be directed to sales@positiveimpact.co.uk. The Customer must designate a contact point for Data Subjects and the processing of Health Information.
• **Data Management by Data Processors**: The Joint Controllers will independently manage their commercial activities and the data management of their respective Data Processors, providing them only with the Personal Information necessary for the Data Processors to deliver services on behalf of the contracted Data Controllers.
• **Compliance and Contracts**: The instructions for data management given by the Joint Controllers to their respective Data Processors will always comply with applicable Data Protection Laws and will be formalised in a written contract. Patient Data entered into Positive Impact Online or any other relevant ordering system may be shared with other Positive Impact entities, where different levels of privacy protection may apply. Positive Impact has established contractual protections to ensure appropriate protection for Personal Information as required by law.
• Please read the Instructions for Use (IFU) for significant product usage and safety information for Positive Impact contact lenses and solutions. All other product and brand names and/or logos are trademarks of their respective owners.