These Terms and Conditions (“Terms”) govern the provision of all consulting, regulatory, and commercial services (“Services”) by Teak Pharma (“Teak Pharma,” “We,” “Us,” or “Our”) to our clients (“Client” or “You”). By accepting a proposal, engaging our services, or accessing our website, you agree to be bound by these Terms.
1. Scope of Services and Engagement
1.1 Proposal and Acceptance: All Services, deliverables, project timelines, and associated fees shall be detailed in a formal, written Proposal or Statement of Work (SOW) issued by Teak Pharma. An engagement is legally binding upon the Client’s written acceptance (including electronic mail confirmation or signature) of the SOW.
1.2 Professional Efforts: Teak Pharma agrees to use commercially reasonable efforts and professional skill and care in rendering the Services in accordance with the SOW and applicable industry standards for pharmaceutical consulting.
1.3 Client Cooperation: The Client agrees to provide all necessary information, data, access, and approvals in a timely manner. Teak Pharma is not responsible for delays or non-performance resulting from the Client’s failure to cooperate.
2. Fees, Invoicing, and Payment
2.1 Fees: Fees shall be as specified in the accepted SOW. Fees may be structured as a fixed price, time and materials, or retainer, as detailed in the SOW.
2.2 Expenses: The Client shall reimburse Teak Pharma for pre-approved, reasonable, and properly documented out-of-pocket expenses (e.g., travel, accommodation, government filing fees, and third-party vendor costs) incurred in the performance of the Services.
2.3 Payment Terms: Invoices are payable within thirty (30) days from the invoice date, unless otherwise stipulated in the SOW. Teak Pharma reserves the right to suspend Services if payments are not made on time.
2.4 Taxes: All fees are exclusive of applicable taxes, duties, and levies, which shall be the responsibility of the Client.
3. Regulatory Compliance and Indemnity
3.1 Compliance Commitment: Teak Pharma’s primary service is to guide the Client toward compliance with the laws, regulations, and guidelines governing the pharmaceutical sector across relevant Sub-Saharan African jurisdictions (including but not limited to SAHPRA, NAFDAC, PHARMACARE, and associated African Union initiatives).
3.2 Client Responsibility: The Client acknowledges that: a. Teak Pharma provides advice and strategic support, but final decisions and liability for all product registrations, advertising materials, distribution activities, and patient safety outcomes (e.g., Pharmacovigilance) remain solely with the Client (as the Marketing Authorization Holder or applicant). b. Regulatory requirements and interpretation can change rapidly. Teak Pharma is not liable for changes in law or policy that occur after the relevant advice was provided.
3.3 Indemnity: The Client shall indemnify and hold harmless Teak Pharma against any claims, losses, or damages arising from the Client’s non-compliance with applicable laws, or from any action or inaction taken by the Client based on the advice provided, where such action or inaction was outside the scope of the Services defined in the SOW.
4. Confidentiality and Intellectual Property
4.1 Confidential Information: Both parties agree to protect the Confidential Information of the other party with the same degree of care as they use for their own confidential information. Confidential Information includes all non-public data, trade secrets, financial details, and client lists.
4.2 Exceptions: The obligation of confidentiality does not apply to information that is required to be disclosed by law or by a competent regulatory authority (e.g., in a regulatory submission dossier).
4.3 Intellectual Property (IP): a. Pre-existing IP: All IP owned by either party prior to this engagement remains the exclusive property of that party. b. Project IP: Unless otherwise specified in the SOW, all deliverables, reports, strategic plans, and IP created specifically by Teak Pharma during the performance of the Services shall, upon full payment of the relevant fees, become the property of the Client. Teak Pharma retains the right to use the underlying know-how, general skills, and methodologies for other engagements.
5. Limitation of Liability
5.1 Limitation: To the maximum extent permitted by applicable law, Teak Pharma’s total cumulative liability to the Client for any and all claims arising out of or relating to the Services provided, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client to Teak Pharma under the specific SOW from which the claim arose, during the twelve (12) month period immediately preceding the event giving rise to the claim.
5.2 Exclusion of Damages: In no event shall Teak Pharma be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profits, business opportunities, or loss of goodwill, even if advised of the possibility of such damages.
6. Termination
6.1 Termination for Convenience: Either party may terminate a SOW upon thirty (30) days prior written notice to the other party.
6.2 Termination for Cause: Either party may terminate a SOW immediately upon written notice if the other party materially breaches any of these Terms or the SOW and fails to remedy the breach within fifteen (15) days of receiving written notice of the breach.
6.3 Effect of Termination: Upon termination, the Client shall pay Teak Pharma for all Services rendered and expenses incurred up to the effective date of termination.
7. Governing Law and Dispute Resolution
7.1 Governing Law: These Terms and any SOW shall be governed by and construed in accordance with the laws of [Placeholder: Insert Country of Teak Pharma’s main legal entity, e.g., The Republic of South Africa], without regard to its conflict of law principles.
7.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this agreement shall first be attempted to be resolved through good faith negotiation between senior management of both parties. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit to binding arbitration in [Placeholder: Insert Major Business Hub, e.g., Johannesburg, South Africa] in accordance with the rules of the [Placeholder: Insert relevant Arbitration Authority, e.g., Arbitration Foundation of Southern Africa (AFSA)].
8. General Provisions
8.1 Entire Agreement: These Terms, together with the executed SOW, constitute the entire agreement between the parties and supersede all prior discussions and agreements.
8.2 Force Majeure: Neither party shall be liable for any delay or failure in performance due to events outside their reasonable control, including but not limited to acts of God, war, pandemic, or government action (specifically including sanctions or trade embargoes).
8.3 Severability: If any provision of these Terms is found to be unenforceable, the remainder of these Terms shall continue in full force and effect.