Terms and Conditions

Terms and Conditions (Services) — Global MedTech Limited

These Terms and Conditions (“Terms”) govern the provision of services (“Services”) by Global MedTech Limited (“we”, “us”, “our”) to the client (“you”, “your”). By engaging our Services, you agree to these Terms. Where a separate engagement letter, proposal, statement of work or contract is agreed, that document will take precedence in the event of any conflict.

1. Scope of Services

1.1. Global MedTech Limited provides services which may include (without limitation):

• UK and EU market access support and stakeholder engagement 
• Commercial representation and agency support (where agreed) 
• Partnership development, reseller/distributor identification and introductions 
• Market research, positioning, and sales enablement collateral support 
• Supplier readiness and assurance support (e.g., governance, security and evidence expectations)
• Facilitation of meetings, demonstrations, pilot discussions and commercial pathway planning
   

1.2. The scope, deliverables, timelines, assumptions and responsibilities will be detailed in a separate engagement document (e.g., proposal, engagement letter, statement of work or contract).

1.3. Any change to scope must be agreed in writing (including email) and may result in changes to timelines and fees.

2. Engagement and Service Standards

2.1. We will work with you to confirm the scope, deliverables and timelines before commencing Services.

2.2. We will provide the Services with reasonable skill, care and diligence, consistent with good industry practice.

2.3. Unless explicitly stated in writing, we do not provide legal advice, regulatory certification, clinical advice, or financial/tax advice. Any regulatory readiness support is provided as general guidance and does not replace specialist legal or regulatory counsel.

3. Fees, Expenses and Payment Terms

3.1. Fees will be set out in the engagement document (proposal, statement of work or contract) and may be fixed, time-and-materials, retainer-based, commission-based, or a combination.

3.2. Invoicing schedules and payment due dates will be stated in the engagement document. Unless otherwise agreed, invoices are payable within 14 days of the invoice date.

3.3. Reasonable pre-agreed expenses (for example, travel, accommodation, event fees, or third-party costs) may be invoiced separately. We will seek your written approval before incurring material expenses.

3.4. Late payments may result in suspension of Services until accounts are brought up to date, and we may charge statutory interest and recovery costs in accordance with applicable law.

4. Confidentiality

4.1. Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Services (“Confidential Information”) and to use it only for the purposes of performing or receiving the Services.

4.2. Confidential Information does not include information that: (a) is or becomes publicly available other than through breach; (b) was lawfully known before disclosure; (c) is received lawfully from a third party without restriction; or (d) is independently developed without reference to the Confidential Information.

4.3. Each party will take reasonable steps to ensure its employees, agents and subcontractors comply with this clause.

4.4. Confidential Information may be disclosed where required by law or regulatory authority, provided (where lawful) the disclosing party is notified in advance.

5. Intellectual Property

5.1. Unless otherwise agreed in writing, we retain all intellectual property rights in our pre-existing materials, methods, tools, templates and know-how.

5.2. Subject to payment in full, you are granted a non-exclusive, non-transferable licence to use deliverables produced under the engagement for your internal business purposes, only in connection with the purpose for which they were provided.

5.3. You are responsible for ensuring you have the necessary rights to any content you provide to us (e.g., logos, trademarks, product information, marketing assets).

6. Client Responsibilities

6.1. You will provide timely access to information, personnel and materials reasonably required for us to deliver the Services.

6.2. You confirm that information provided to us is accurate and not misleading to the best of your knowledge. You will notify us promptly of any changes that may affect the Services or accuracy of materials used.

6.3. Delays in providing information, approvals or access may impact timelines and may result in additional fees.

7. Introductions, Third Parties and No Guaranteed Outcomes

7.1. Where Services include introductions to third parties (e.g., buyers, NHS organisations, EU providers, partners, distributors), you acknowledge that:

• third parties remain independent and may decide not to proceed; and 
• we do not guarantee commercial outcomes, sales, contracts, procurement awards, pilots, or investment.
   

7.2. Any agreement with a third party is between you and the third party. We are not responsible for third-party acts, omissions, performance, pricing, delivery, or contractual terms unless explicitly agreed.

7.3. Where we support you to develop proposals, responses or materials, you remain responsible for final review, accuracy and approval before use.

8. Conflicts of Interest

8.1. We will act in good faith and may work with multiple clients in the healthcare technology sector.

8.2. If a material conflict of interest arises in relation to a specific engagement, we will disclose it and agree an appropriate mitigation plan (which may include information barriers or withdrawal from part of the engagement).

9. Termination

9.1. Either party may terminate the engagement by providing 30 days’ written notice, unless the engagement document specifies otherwise.

9.2. We may terminate immediately if:

• you fail to pay undisputed invoices within the agreed payment period; 
• you materially breach these Terms and (where capable of remedy) fail to remedy within 14 days of notice; or 
• continuing the engagement would expose us to legal, regulatory or reputational risk. 

9.3. On termination, you must pay all fees and approved expenses for Services delivered up to the termination date. Where applicable, we will deliver any completed work paid for up to that date.

10. Liability and Indemnity

10.1. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under law.

10.2. Subject to clause 10.1, we shall not be liable for indirect or consequential losses, including loss of profit, revenue, goodwill, anticipated savings or business opportunity.

10.3. Our total aggregate liability arising out of or in connection with the Services (whether in contract, tort or otherwise) shall not exceed the fees paid by you to us under the relevant engagement in the three (3) months preceding the event giving rise to the claim, unless a different cap is agreed in writing.

10.4. You agree to indemnify us against claims arising from:

• your use of deliverables outside the intended purpose; 
• inaccurate, misleading or unlawful information supplied by you; or 
• your breach of applicable laws and regulations in marketing, selling, distributing or deploying your products.
   

11. Compliance with Laws and Regulations

11.1. Each party shall comply with applicable laws and regulations relevant to its activities under the engagement, including data protection laws.

11.2. You remain responsible for ensuring your product, marketing claims, labelling, regulatory approvals, certifications, and any deployment activities comply with all applicable UK/EU laws and regulations, including any medical device or digital health obligations.

11.3. Any readiness support we provide does not constitute regulatory certification or a substitute for your legal/regulatory responsibilities.

12. Force Majeure

12.1. Neither party shall be liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, war, civil unrest, strikes, pandemics, supply chain disruption, or governmental restrictions.

12.2. The affected party will notify the other as soon as reasonably practicable and take reasonable steps to mitigate the impact.

13. Dispute Resolution

13.1. The parties will first attempt to resolve disputes through good faith negotiation.

13.2. If unresolved, either party may propose mediation. If mediation is not successful, the parties may pursue remedies through the courts.

(If you prefer arbitration, we can replace this clause accordingly.)

14. Governing Law and Jurisdiction

14.1. These Terms and any engagement documents shall be governed by the laws of England and Wales.

14.2. The courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms.

15. Amendments and Waivers

15.1. Any amendment to these Terms must be in writing and agreed by both parties.

15.2. A failure or delay to enforce any provision is not a waiver of that provision.

16. Entire Agreement

16.1. These Terms, together with any engagement document, constitute the entire agreement between the parties and supersede prior discussions or communications relating to the Services.

Global MedTech Limited
Suite RA01, 195–197 Wood Street, London, E17 3NU
Email: info@globalmedtechlimited.com or Sales@globalmedtechlimited.com
Company number: [16991064 ]