Terms of service

Last updated 7 October 2026

These terms form the agreement between Nova Ray Limited (company number 13451272) (“we”, “us”) and the business that registers to use EasyWDA (“you”, the “Customer”). By registering, or by using EasyWDA, you agree to them on behalf of your business. If you don’t have authority to bind the business, don’t register.

1. The service

1. EasyWDA is web-based software that helps holders of (or applicants for) a UK Wholesale Dealer’s Authorisation manage stock, compliance records and sales in line with Good Distribution Practice (GDP).
2. We grant you a non-exclusive, non-transferable right, for as long as your subscription lasts, for your authorised users to use EasyWDA for your own internal business purposes.
3. Your users include your staff, and the customers and suppliers you invite to the partner portal. You are responsible for what they do in EasyWDA.

2. Accounts and security

1. Each user must have their own account. Accounts must not be shared, because records are attributed to the person signed in.
2. Two-factor authentication is required. Users must keep their password and second factor secure and tell you straight away if they think either has been compromised. You must tell us if it affects the service.
3. You decide who has access and at what role, and you must remove access promptly when someone leaves.
4. The details you give at registration must be accurate and kept up to date.

3. Your regulatory responsibilities

1. EasyWDA is a tool. It does not hold your licence, act as your Responsible Person or make quality decisions for you. You stay solely responsible for complying with the Human Medicines Regulations 2012, the GDP guidelines, the Misuse of Drugs Regulations and any other law that applies to your business.
2. Controls in EasyWDA, such as expiry blocks, partner qualification checks and quarantine holds, support your quality system but do not replace your own checks, procedures and professional judgement.
3. You are responsible for validating EasyWDA for your intended use as a computerised system under GDP. We can provide a validation pack on request to help. You must review it, carry out any testing your procedures require, and approve it yourself.
4. You are responsible for the accuracy of what your users enter, and for setting your own GDP settings, such as minimum shelf life, hold periods and training rules.
5. You must keep any records you are legally required to keep for the required period. If you stop using EasyWDA, export your records first (see section 12).

4. Acceptable use

You must not, and must make sure your users do not:

• use EasyWDA for anything unlawful, including dealing in medicines without the required authorisation, or recording false or misleading records;
• upload malware, or content you don’t have the right to share;
• try to get into other customers’ data, test or bypass our security, or overload the service;
• copy, resell, sublicense or reverse-engineer EasyWDA, or use it to build a competing product;
• use automated tools to access EasyWDA, except through features we provide for that purpose.

5. Your data

1. You own the data you and your users put into EasyWDA (“Customer Data”). You give us the rights we need to host, process, back up and display it in order to provide the service.
2. For personal data in Customer Data, you are the controller and we are your processor. We will:
   • process it only on your documented instructions (these terms and your use of the service) unless the law requires otherwise;
   • make sure our staff are bound by confidentiality;
   • keep it secure with appropriate technical and organisational measures;
   • use only the sub-processors listed in our privacy policy, under written terms that protect the data as well as these do, and tell you before we add or replace one so you can object;
   • help you respond to requests from individuals and meet your security, breach-notification and impact-assessment obligations;
   • tell you without undue delay after becoming aware of a personal data breach affecting your data;
   • delete or return your data when the service ends (see section 12);
   • give you the information you reasonably need to show compliance, and allow reasonable audits on reasonable notice.
3. You confirm you have a lawful basis to give us the personal data you put into EasyWDA, including identity documents of persons of significant control, and that you have told the people concerned as the law requires.
4. We back up the service every night (see the privacy policy for how long backups are kept). Backups are for recovery from disaster. They are not a substitute for your own exports or your own off-site copies, which you can set up by connecting your Google Drive.
5. You can export your data at any time using the export and backup features.
6. We may use anonymised, aggregated information about how EasyWDA is used (that doesn’t identify you or any person) to run and improve the service.

6. Third-party services

1. Some optional features rely on third parties, for example Google Drive for off-site backups and text-message sign-in codes. Your use of a third-party service is also governed by that provider’s own terms.
2. We are not responsible for third-party services being unavailable or changing, or for data once it is in an account you control (such as your Google Drive).
3. Links to regulator websites and alerts (for example MHRA updates) are for convenience. Always check the official source.

7. Fees and payment

1. You will pay the fees agreed with us in writing or shown when you subscribe. Fees are exclusive of VAT, which you will pay as well where it applies.
2. Invoices are payable within the period stated on the invoice. If payment is overdue, we may charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 and, after giving notice, suspend access until it is paid.
3. We may change our fees by giving you at least 30 days’ notice. The change takes effect from your next billing period. If you don’t agree to it, you can end your subscription before then.
4. Fees already paid are not refundable, except where these terms or the law say otherwise.

8. Availability, support and changes

1. We aim to keep EasyWDA available at all times but do not guarantee it will be uninterrupted or error-free. We may need planned maintenance, and will try to schedule it outside UK business hours.
2. Support is provided by email at privacy@spark.clinic during UK business hours.
3. We keep improving EasyWDA and may add, change or remove features. We won’t make a change that materially reduces the core functionality you subscribed for without telling you in advance. If such a change significantly affects you, you can end your subscription.
4. You should keep procedures for working without EasyWDA for a period (for example, recording on paper during an outage), as you would for any computerised system under GDP.

9. Intellectual property

1. We (and our licensors) own all rights in EasyWDA, including its software, design, handbook, guide and validation pack. Apart from the right to use it in section 1, these terms don’t transfer any of those rights to you.
2. You may copy and adapt the handbook and validation pack for your own internal quality system.
3. If you send us suggestions or feedback, we may use them freely.

10. Confidentiality

Each of us will keep the other’s confidential information confidential. Each will use it only for the purposes of this agreement and disclose it only to people who need to know it and are bound by confidentiality, or where the law or a regulator requires. This obligation doesn’t apply to information that is public through no fault of the person receiving it, or that they already had or developed independently.

11. Warranties and liability

1. We will provide EasyWDA with reasonable care and skill. Apart from that, and to the extent the law allows, EasyWDA is provided “as is”, and we exclude all other warranties, conditions and terms, including implied terms about satisfactory quality and fitness for purpose.
2. Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot legally be limited or excluded.
3. Subject to clause 11.2, neither of us is liable to the other for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
4. Subject to clause 11.2, we are not liable for regulatory action, fines, product loss or recalls arising from your business decisions, your users’ entries, or a failure to follow your own procedures, including where EasyWDA recorded information you relied on.
5. Subject to clause 11.2, our total liability arising out of or in connection with these terms, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid us in the 12 months before the event giving rise to the claim.
6. You will compensate us for any third-party claim arising from Customer Data you had no right to provide, or from your breach of section 4.

12. Suspension and termination

1. You can end your subscription at any time by telling us in writing. It ends at the end of your current billing period.
2. We can end it by giving you at least 30 days’ written notice.
3. Either of us can end it immediately by written notice if the other materially breaches these terms and, where the breach can be fixed, doesn’t fix it within 14 days of being asked to. Either of us can also end it immediately if the other becomes insolvent.
4. We may suspend access straight away if it is needed to protect the security of the service or other customers, if a law or regulator requires it, or under clause 7.2. We will tell you why, and restore access as soon as the reason has gone.
5. When your subscription ends, your access stops. You will have 30 days to request a full export of your data, which we will provide in a standard format. After that we will delete your data from the live service. Copies in our backups expire within 60 days, as described in the privacy policy, unless the law requires us to keep them.
6. Sections 5, 7 (for fees already due), 9, 10, 11, 12.5 and 13 continue after the subscription ends.

13. General

1. Changes to these terms. We may update these terms. For a material change, we will give you at least 30 days’ notice by email or in the app. If you don’t accept it, you can end your subscription before it takes effect. If you carry on using EasyWDA after that, you have accepted the change.
2. Events outside our control. Neither of us is liable for delay or failure caused by events beyond our reasonable control, such as hosting or telecoms failures, cyber-attacks we could not reasonably have prevented, or natural events.
3. Transfer. You may not transfer this agreement without our consent. We may transfer it to a successor to our business, and will tell you if we do.
4. Notices. We will send notices to the email address of your organisation’s account holder or Responsible Person. Send notices to us by email to privacy@spark.clinic, or by post to 4th Floor, Silverstream House 45 Fitzroy Street, Fitzrovia, London, England, W1T 6EB.
5. Entire agreement. These terms, the privacy policy and any written order or quote from us make up the whole agreement between us about EasyWDA. If they conflict, a signed written agreement takes priority over these terms.
6. Other. If a court finds part of these terms unenforceable, the rest still applies. If either of us doesn’t enforce a right straight away, that doesn’t waive it. Nobody else has rights under these terms under the Contracts (Rights of Third Parties) Act 1999.
7. Law and courts. These terms, and any dispute about them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.