Terms & Conditions of Business

Nompharma Ltd (trading as “Intaleaf”)

1. Definitions & Parties

1.1 “Intaleaf”, “we”, “us”, “our” means Nompharma Ltd (Company No. 11764276), Registered Office: Biocity Nottingham, Innovation Building, Pennyfoot Street, Nottingham, NG1 1GF.

1.2 “Buyer” means any licensed pharmacy, clinic, hospital, distributor/wholesaler or other authorised entity purchasing Products.

1.3 “Supplier” means any entity supplying Products to Intaleaf.

1.4 “Products” means cannabis-based products for medicinal use (CBPMs) and related products supplied or purchased by Intaleaf.

1.5 “Licences” include any authorisations required under UK law (e.g., WDA(H), controlled drug licences), and equivalent foreign licences where relevant.

1.6 “GDP” means Good Distribution Practice. “GMP/GACP” as commonly defined for medicinal products/plant material.

1.7 Official Contact Channels.
Compliance submissions & licence/KYC updates: compliance@intaleaf.com
Orders & product/sales enquiries: sales@intaleaf.com
General enquiries: info@intaleaf.com
Where these Terms require written Notices, clause 14 applies.

1.8 “Controlled Drugs” means drugs controlled under the Misuse of Drugs Act 1971 and the Misuse of Drugs Regulations 2001 (as amended), including CBPMs (typically Schedule 2 in the UK).

1.9 “Active Substance Registration” means any MHRA registration/authorisation required for the import/distribution of active substances (APIs) under applicable UK legislation.

2. Scope & B2B Eligibility

2.1 These Terms apply to all offers, quotations, orders, contracts, supplies and purchases between Intaleaf and Buyers/Suppliers.

2.2 We trade business-to-business only. No supply to consumers or unlicensed entities.

2.3 No public promotion. The parties shall not advertise or promote CBPMs to the public. Any product information will be supplied only to licensed trade customers as permitted by law.

3. Onboarding & Conditions Precedent

3.1 All Buyers/Suppliers must complete Intaleaf’s onboarding/vetting and provide required documents: incorporation, relevant Licences, insurance, Director/UBO IDs (AML/KYC), QMS/SOP summaries, and (for Suppliers) GMP/GACP and CoAs, and (for APIs) evidence of any required MHRA Active Substance Registration. All onboarding documents must be sent to compliance@intaleaf.com (or uploaded via any secure portal we specify).

3.2 We may verify Licences/registrations with competent authorities and run sanctions/adverse-media checks.

3.3 Accurate, complete information is a material condition of any contract; false or misleading information is a material breach.

3.4 We may refuse, suspend, or terminate dealings if onboarding is incomplete, Licences lapse, or AML/KYC concerns arise.

3.5 Home Office import/export. Where import/export of Controlled Drugs is contemplated, supply is conditional on valid Home Office authorisations for the specific consignment(s) and any destination-country authorisations. Buyer/Supplier shall provide all documentation reasonably required to support such applications.

4. Orders, Acceptance & Title/Risk

4.1 Orders. Orders must be submitted to sales@intaleaf.com (or via any approved ordering portal we notify). Orders are subject to written acceptance; no contract exists until we confirm in writing.

4.2 Prices are exclusive of VAT, duties, shipping unless stated. Payment terms: 30 days net from invoice unless otherwise agreed. We may suspend supply for overdue sums.

4.3 Delivery under agreed Incoterms (international) and GDP. Risk passes on delivery/collection as per Incoterms; title passes only on full, cleared payment.

4.4 Buyer must ensure qualified personnel receive deliveries; signatures are conclusive proof of delivery.

4.5 Regulatory instruction. We may suspend or cancel any order, without liability, if instructed or advised by a competent authority (including MHRA or the Home Office) or where we reasonably consider a compliance risk exists (e.g., licence status, diversion risk, sanctions).

5. GDP, Storage, Cold-Chain & Traceability

5.1 We ship under GDP-compliant conditions with validated packaging/transport and pre-qualified routes. Temperature monitoring is performed where required; relevant data will be made available upon reasonable request.

5.2 On receipt, Buyer must immediately store Products under required conditions and maintain batch traceability.

5.3 Any suspected temperature excursion, tampering, mix-up, or defect must be quarantined and notified to us within 24 hours (and in any event without undue delay). Buyer must retain samples if requested and cooperate in investigations/CAPA.

5.4 Buyer shall maintain complete batch traceability and any Controlled Drugs registers/records required by law, and make such records available to us or competent authorities upon lawful request for the purposes of reconciliation, investigation or recall.

6. Returns, Quality Complaints & Recalls

6.1 Owing to the nature of controlled drugs, returns are not accepted except where: (i) delivery error; (ii) damage on arrival; (iii) confirmed quality defect; or (iv) a recall/withdrawal. Returns require prior written authorisation and GDP quarantine pending our instructions.

6.2 Recall/withdrawal cooperation. The notified party shall acknowledge any recall/withdrawal communication within 2 hours (Business Hours) and promptly (as soon as reasonably practicable) outside Business Hours, implement quarantine immediately, and provide reconciliation/downstream data within the timelines specified in the recall notice.

6.3 For quality complaints, the notifying party must provide batch numbers, storage records, photos, and relevant forms; we will direct investigation steps and timelines.

6.4 Where destruction is required, the parties shall follow applicable controlled-drug destruction requirements and provide certificates of destruction or equivalent documentation upon request.

7. Compliance Obligations

7.1 Buyers: lawful handling, storage, dispensing or onward distribution under their Licences; employ appropriate Responsible Person (RP)/QP where required; keep Licences/insurance current; no onward sale or supply to unlicensed parties and no diversion, including compliance with any controlled-drug safe custody, recordkeeping and security requirements applicable at the Buyer’s site(s); no export without lawful authority.

7.2 Suppliers: maintain valid Licences; supply only GMP/GACP-compliant Products with CoAs acceptable to us; maintain seed-to-sale/batch traceability; support import/export formalities and anti-diversion controls; and (where APIs are concerned) maintain any required MHRA Active Substance Registration and comply with applicable GDP for active substances.

7.3 Both parties: promptly notify any licence suspension/revocation/investigation or material regulatory change affecting Products; comply with anti-diversion, sanctions/export-control, anti-bribery and Modern Slavery laws.

7.4 Sanctions/export controls. Each party shall comply with all applicable sanctions, export control and trade compliance laws. We may refuse, suspend or terminate any transaction that would contravene such laws.

7.5 The parties shall comply with the Misuse of Drugs Act 1971, the Misuse of Drugs Regulations 2001, and applicable provisions of the Human Medicines Regulations 2012 as relevant to CBPMs wholesale distribution.

8. Right to Audit & Ongoing Monitoring

8.1 We may request updated documents (Licences, insurance, SOPs) at any time and conduct remote or on-site audits on reasonable notice (or immediately if required by a competent authority), and facilitate reasonable access requested by competent authorities (e.g., MHRA/Home Office) in connection with the Products.

8.2 Non-cooperation with audit/monitoring is a material breach permitting suspension or termination.

9. Warranties, Disclaimers & Indemnities

9.1 Each party warrants it has (and will maintain) all Licences and will comply with applicable law and these Terms.

9.2 No medical advice: Products are supplied for use by appropriately licensed organisations/healthcare professionals only. We do not provide medical advice; clinical decisions remain the responsibility of the Buyer and prescribers.

9.3 Indemnity: Buyer/Supplier shall indemnify Intaleaf against losses, costs or claims arising from their breach of law, Licences, sanctions/export controls, or these Terms.

9.4 Liability cap: Intaleaf’s total aggregate liability arising out of any supply/purchase shall not exceed the invoice value for the affected Products, except for death/personal injury caused by negligence, fraud/fraudulent misrepresentation, or other liability that cannot be limited by law.

9.5 No marketing authorisation implied. Unless expressly stated in writing, supply of CBPMs does not imply possession of a marketing authorisation and may occur as unlicensed “specials” in accordance with applicable law.

10. Termination

10.1 Either party may terminate for material breach not remedied within 14 days of notice.

10.2 Intaleaf may terminate immediately if: required Licences are suspended/revoked/expired; AML/sanctions concerns arise; audit non-cooperation; insolvency.

11. Force Majeure

11.1 Neither party is liable for delay or non-performance due to events beyond reasonable control, including regulatory changes affecting import/export, licensing or scheduling of Products, including Controlled Drugs or APIs.

12. Confidentiality & IP

12.1 Each party shall keep confidential non-public information (including SOPs, specifications, pricing, and batch docs) and use it only for performance of the contract, subject to legal/regulatory disclosures.

12A. Data Protection (GDPR)

12A.1 Each party is an independent controller of any business contact data it receives under these Terms. Each party shall process such data lawfully (e.g., for contract administration, bona fides checks, compliance and audit) and in accordance with its privacy notice.

12A.2 Neither party shall submit patient-identifiable information or clinical data under these Terms. Any such information, if inadvertently received, shall be securely deleted and not further processed.

12A.3 Where one party processes personal data on behalf of the other (if any), the parties shall agree a separate data processing agreement compliant with Article 28 UK GDPR before such processing occurs.

13. Miscellaneous

13.1 No set-off by Buyer against sums due unless agreed in writing or ordered by a court.

13.2 No assignment or subcontracting without consent (not unreasonably withheld), save we may use compliant logistics/lab partners.

13.3 If any provision is invalid, the remainder remains in force.

13.4 Where the parties enter into a separate technical/quality agreement, that agreement governs quality/GDP obligations. In the event of conflict with these Terms, the technical/quality agreement prevails for quality matters.

14. Notices

14.1 Legal notices to Intaleaf shall be sent to compliance@intaleaf.com and by post to: Nompharma Ltd (t/a Intaleaf), Biocity Nottingham, Innovation Building, Pennyfoot Street, Nottingham, NG1 1GF.

14.2 Notices are deemed received: (a) by email, at the time of sending if sent on a Business Day before 5pm UK time, otherwise next Business Day; and (b) by post, two Business Days after posting (UK) or seven Business Days (international).

14.3 Operational communications (e.g., delivery queries, product availability) should be sent to sales@intaleaf.com; general enquiries to info@intaleaf.com.

15. Governing Law & Jurisdiction

15.1 These Terms are governed by English law; courts of England and Wales have exclusive jurisdiction.