Partner Portal Terms of Use 

Boots UK Limited, a company registered in England and Wales with company number 928555 and VAT registration number GB116300129 are pleased to provide this Boots Partner Portal (the “Portal”) for use by our authorised suppliers. Any reference to “Boots”, “we” or “us” means Boots UK Limited or its affiliates in UK and Republic of Ireland.

The Portal is subject to these terms and conditions of Use (“TOU”).  References to “You” or “Your” or "Supplier” is a reference to the Boots supplier who is authorised to use this Portal.  A Boots supplier is an organisation that has entered into an agreement with Boots for the delivery of goods and/or provision of services.

BY USING THE PORTAL, YOU AGREE TO BE BOUND BY THESE TOU. If You do not agree to these TOU, you must not use the Portal.

Boots may amend these TOU from time to time without notice to You by posting the amended TOU on the Portal. The most current version of the TOU can be reviewed at any time at https://partnerportal.boots.com/web/guest/terms-and-conditions

This Portal is intended by Boots to be a tool to provide and manage aspects of the relationship between Supplier and Boots, including without limitation Supplier product information and promotional funding arrangements between Boots and Supplier. The Portal is an online platform to enable the 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. Please note this does not supersede or replace other portals or websites that you currently, or are asked in future, to use. 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 Supplier’s respective affiliates, for the purchase of goods and services (“Purchases”), 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 ) 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.

Portal Use 

You 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 party’s 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 Supplier’s 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 Supplier’s internal use and may not be re-distributed, resold or otherwise transmitted outside of the Supplier’s organisation; and
  6. not to make any unauthorized use of the Portal, including (without limitation) unauthorized marketing, sales, use or disclosure of Boots 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 the Portal or any part thereof to anyone which Boots determines to be violating or attempting to violate these TOU. 

Account and Password 

You are responsible for maintaining the confidentiality of Your username and password at all times. 

You are 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.

Boots may monitor usage of accounts and reserve the right to deactivate any individual accounts if it remains inactive for more than 12 months. 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 else has used Your account to access the Portal, You must contact us immediately.  We may require You to change your password, or we may suspend or terminate Your account.

Authorisation on behalf of Supplier

The Supplier shall ensure that the individual(s) agreeing to these terms on behalf of the Supplier complies with these TOU and further warrants that the individual(s):

  1. have full power, authority and legal capacity and are authorised to enter into these TOI for and on behalf of the Supplier, and to bind the Supplier to these TOU;
  2. only access the Portal on behalf of the Supplier;
  3. do not share their assigned username and password with any other person, including any other person working for the Supplier; and
  4. are authorised to provide the information they submit to the Portal and any other communications with Boots via the Portal on behalf of the Supplier, and have authority to bind and represent the Supplier.

You are responsible for notifying Boots and requesting deactivation of accounts upon such individual(s) leaving the Supplier organisation.

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 loss or damages that may result from such lack of availability.

We make no promise that the Portal is appropriate or available for use in locations outside of the UK. If You choose to access the Portal from locations outside the UK, You acknowledge that You do so at your initiative and are responsible for compliance with local laws.

Information Security, Compliance and Data Privacy

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

The Supplier undertakes to establish, maintain and comply with information security policies, data security procedures, and other safeguards against the destruction, loss, unauthorized access or alteration of Boots information in possession or under the control of Supplier or to which Supplier has access, which is: 

  • no less rigorous than those maintained by the Supplier for its information of a similar nature;
  • no less rigorous than accepted security standards in the industry, including ISO, NIST, and/or EU General Data Protection Regulation 2016/679; and
  • adequate to meet the requirements of any applicable laws and regulations.

Should Supplier desire to provide any third-party access to Boots information over the internet or similar technology portal, such access if approved by Boots will be provided by utilizing two-factor authentication and encryption.

Supplier shall train its personnel to monitor and report upon any actual or suspected breach or unauthorized disclosure of Boots information. In the event of an actual or suspected breach or unauthorized disclosure by Supplier, its subcontractors or any of their respective personnel of Boots information in the possession or under the control of Supplier, or to which Supplier or its subcontractors have access, Supplier agrees to:

    1. notify Boots immediately (and in any event within 24 hours);
    2. investigate such breach or potential breach;
    3. use commercially reasonable efforts to remedy such breach or potential breach;
    4. restore any lost or damaged data from backup copies maintained by Boots, using generally accepted data restoration techniques;
    5. at Boots’ request, hire an independent third-party forensic examiner or auditor to conduct a computer forensic analysis and provide Boots of the findings, and the actions taken to prevent recurrence of such breach or potential breach; and
    6. at Supplier’s expense, implement such actions that are reasonable and economically feasible to implement.

Boots may conduct its own investigation into any security breach or unauthorized disclosure of Boots information, and Supplier shall cooperate with all reasonable requests with respect to the same.

Supplier shall not use the Portal in violation of applicable laws or in any way that is defamatory.

Disabling Code and Malicious Code

“Disabling Code” means any timer, counter or other limiting routine, instruction or design that would itself, or may enable Supplier or other person or entity to erase, destroy, corrupt, or alter data or programming without the consent of Boots; discontinue or interrupt effective use of any part of the portal; bypass any software security measure to obtain access to data of Boots without the consent or knowledge of Boots; or provide transactions through any interfaces with the intent to inhibit use of the portal.

“Malicious Code” means any virus, worm, Trojan horse, trap door, back door, code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of a computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of any software, code, program, or sub-program, itself; or any device, method, or token that permits any person to circumvent the normal security of the software or the system containing the code.

Supplier shall not introduce or upload any Disabling Code or Malicious Code (as defined above) to the portal and shall be responsible for any actions or omissions taken using its account details.  Supplier also shall prevent the introduction and proliferation of Disabling Code or Malicious Code into Boots’ environments or in any other software or system used by Supplier. Supplier must immediately provide Boots with written notice in reasonable detail upon becoming aware of the uploading of any Disabling Code or Malicious Code.

In the event Supplier or Boots discovers existence of any Disabling Code or Malicious Code (whether intentionally or unintentionally introduced), Supplier shall (i) cooperate with Boots to effect the prompt removal of the Disabling Code from Boots systems and networks and those files or data corrupted thereby (and the expenses associated with the removal of the Disabling Code and restoration of the data will be borne by Supplier) and (ii) at its cost, be responsible for eliminating and reducing the effects of such Malicious Code, and, if the Malicious Code causes a loss of operational efficiency or loss of data, mitigate such losses and restore data with the generally accepted data restoration techniques.

Confidential information

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

While we try to make sure that the Portal is secure, we do not actively monitor or check whether information supplied to us through the Portal is confidential, commercially sensitive or valuable. Other than any personal information which will be dealt with in accordance with our Privacy Policy, we do not guarantee that information supplied to us through the Portal will be kept confidential and we may use it on an unrestricted and free-of-charge basis as we reasonably see fit.

Representations and Warranties 

You agree that: 

  1. these TOU constitute a valid, binding obligation between the Supplier and Boots; 
  2. You are authorized to provide the information You submit to the Portal;
  1. You have full power, authority and legal capacity to enter into these TOU and comply with its obligations;
  2. any information You enter and transmit to Boots through this Portal is true and accurate, complete and comprehensive, including (without limitation) any contact details, product information and promotional funding details; and

  1. You 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, including (without limitation) any contact details, product information and promotional funding details. We rely upon You 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 (“Proprietary Materials”), 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 except as expressly set out in this section.

You may not 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 suggestions via the Portal, such as questions, comments, suggestions or similar (collectively “Feedback”), 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. 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, at any time. Boots may also impose limits on certain features of the Portal or systems or restrict 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 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 DEPENDING ON THE JURISDICTION. However, You 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. 

We try to make sure that the Portal is accurate, up-to-date and free from bugs, but we cannot promise that it will be.

Any content on the Portal is provided for general information purposes only and does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.

The Portal may contain hyperlinks or references to third party advertising and websites, provided for your convenience only. We have no control over third party advertising or websites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party advertising or website does not mean that we endorse that third party’s website, products or services. Your use of a third party site may be governed by the terms and conditions of that third-party site and is at Your own risk.

Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.

Termination 

Boots may terminate these TOU and/or Your use of the Portal and/or access to any individual accounts at any time immediately and without prior notice if You 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 

Contact Us

You can contact us by using our Contact page: https://partnerportal.boots.com/web/guest/contact-us

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 agreement 

These TOU constitute the entire terms of use between You and Boots with respect to the Portal. No changes to these TOI are valid unless agreed by us in writing. 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 is 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 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. 

No partnership or agency

Supplier may not represent itself as being an agent, partner, employee or representative of Boots and may not hold itself out as having any power or authority to incur any obligation of any nature, express or implied, on behalf of Boots. Nothing in these TOU creates, and no action taken by the parties pursuant to these TOU creates or is deemed to create a partnership or joint venture or principal and agent between the parties.

Third Party Rights

No one other than Supplier and Boots has any right to enforce these TOU.

Binding Effect 

These TOU will be binding upon and enforceable by 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.