Pioneer Prime Membership
Save more. Access more. Buy smarter.
Pioneer Prime is CPRO’s most comprehensive membership for private clinics, combining negotiated pricing, broader contract access, purchasing support, and CPROmart™ in one membership.
Save More
Exclusive Discounts powered by CPRO’s collective purchasing power.
Exclusive member pricing
Access preferred pricing negotiated specifically for CPRO members on eligible products.
Additional rebates
Receive additional savings through rebate programs included in qualifying CPRO agreements.
Vendor value-adds
Benefit from negotiated extras such as education, support, services, or other vendor programs.
Access More
Multi-Vendor Contract Access connects your clinic to a growing portfolio of purchasing opportunities.
CPRO agreements & discounts
Participate in CPRO-negotiated contracts across available vendors and product categories.
Future CPRO agreements
Gain access to new purchasing opportunities as CPRO expands its contract portfolio.
Selected partner-GPO agreements
Benefit from additional agreements where CPRO establishes partnerships with other purchasing organizations.
Buy Smarter
A Seamless Purchasing Experience through CPROmart™ makes purchasing simpler and more centralized.
CPROmart™ access
Give authorized staff one platform to access CPRO pricing and purchase eligible products.
Purchasing visibility & analytics
Gain better visibility into purchasing activity and the value generated through CPRO agreements.
CPRO member support
Get help with agreements, vendors, purchasing access, and other membership-related questions.
Get More
Pioneer Prime Exclusive Perks give early CPRO members additional benefits and rewards.
Referral rewards
Qualify for additional rebates or discounts after three new clinics join CPRO through your referrals.
First year at no cost
Receive your first year of Pioneer Prime Membership at no membership fee — a $125/month value.
Your Pioneer Prime Advantage
One membership designed to help your clinic capture more value while making procurement easier to manage.
Frequently Asked Questions
What is CPRO (Clinic Procure)?
Clinic Procure Inc., or simply CPRO, is a Group Purchasing Organization (GPO) for private clinics in Canada. We bring independent clinics together so their combined purchasing volume can be used to negotiate better pricing, rebates, vendor benefits, and purchasing agreements than clinics may be able to obtain individually.
What is a GPO and how does group purchasing work?
A GPO combines the purchasing demand of multiple organizations and negotiates with vendors on behalf of the group. Instead of a vendor evaluating the purchasing volume of one clinic, the vendor can consider the aggregated volume of the CPRO network, creating greater purchasing leverage and the opportunity for more competitive commercial terms.
What types of clinics can become CPRO members?
CPRO is designed for private clinics and healthcare practices in Canada that purchase medical products, supplies, equipment, or services. Access to specific contracts may depend on the product category, vendor, geography, and eligibility requirements of each agreement.
How much does a Pioneer Prime Membership cost?
Pioneer Prime is CPRO’s most comprehensive membership. The first year is provided at no membership cost, representing a $125/month value. Renewal terms and available membership options are communicated before the end of the applicable membership period.
Can my clinic get the same pricing CPRO negotiated by contacting the vendor directly?
No. CPRO pricing is negotiated based on the combined purchasing volume and participation of multiple member clinics. The resulting pricing and benefits are made available through the applicable CPRO agreement, reflecting the purchasing power of the group rather than the volume of an individual clinic.
What happens to my current contracts or relationships with vendors if I join CPRO?
Joining CPRO does not automatically cancel or replace your existing vendor contracts or relationships. Your current agreements remain in place until your clinic chooses to participate in a specific CPRO agreement.
Once you opt into a CPRO-negotiated agreement for that vendor or product category, the CPRO agreement becomes the applicable purchasing arrangement for your clinic, giving you access to the discounts, rebates, and vendor value-adds negotiated on behalf of the CPRO network.
In practice, this means your clinic can move from an individually negotiated agreement to a group purchasing agreement designed to deliver stronger overall value.
Am I required to purchase everything through CPRO?
No. Your clinic remains in control of its purchasing decisions. CPRO provides access to negotiated opportunities, and your practice can participate in the agreements that make sense for your organization, subject to the terms of each specific agreement.
How do we access CPRO pricing and place orders?
Once your clinic is activated under an applicable vendor agreement, your authorized purchasing staff will receive access to CPROmart™, CPRO’s centralized purchasing platform. Your team can then access eligible CPRO pricing and follow the purchasing process established for each agreement.
Will my clinic have access to future CPRO agreements?
Yes. Pioneer Prime members have access to all current and future vendor agreements and product categories negotiated by CPRO.
As new agreements and discounts become available, CPRO will notify your clinic and make eligible opportunities available to join through CPROmart™.
This can also include selected partner-GPO opportunities with non-clinical vendors, expanding the value of your membership beyond CPRO’s directly negotiated clinical agreements.
Read CPRO Membership Terms and Conditions
CLINIC PROCURE INC. – MEMBERSHIP AGREEMENT
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Part I – CPRO Membership Framework
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This Member Clinic Agreement (the “Agreement”) is entered into between Clinic Procure Inc. (“CPRO”) and the healthcare provider identified during enrollment or electronic acceptance (the “Member Clinic”).
This Agreement becomes effective on the date the Member Clinic accepts it electronically or otherwise agrees to be bound by it (the “Effective Date”).
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1. Purpose
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CPRO operates a group purchasing organization and procurement program for participating private healthcare providers. Through its procurement programs and the CPROmart™ platform, CPRO conducts sourcing initiatives, negotiates commercial arrangements with participating suppliers, administers procurement programs, facilitates ordering and payment processes, and provides related procurement support.
This Agreement establishes the general terms governing the Member Clinic’s membership in CPRO and participation in CPRO Procurement Programs.
Membership alone does not obligate the Member Clinic to participate in any particular Procurement Program. Participation in an individual Procurement Program occurs only when the Member Clinic affirmatively accepts the applicable Program Schedule or otherwise provides written or electronic acceptance in a manner approved by CPRO.
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2. Definitions
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For purposes of this Agreement:
“Allocation Commitment” means the purchasing allocation, market-share allocation, supplier allocation or other purchasing commitment expressly accepted by the Member Clinic under an applicable Program Schedule and calculated against the Member Clinic’s actual Eligible Purchases.
“Approved Ordering Channel” means CPROmart™ or another ordering process, system, electronic channel, purchase-order process or other method designated or approved by CPRO.
“Awarded Products” means only those specific products, product codes, SKUs, product families, LOTs or services expressly identified by CPRO as awarded under an applicable Procurement Program.
“Authorized User” means an employee, representative or other individual authorized by the Member Clinic to access CPROmart™ or place or administer orders on behalf of the Member Clinic.
“Clinic Rebate” means the portion, if any, of a Program Rebate that CPRO expressly designates in an applicable Program Schedule as payable or creditable to an eligible Member Clinic.
“CPROmart™” means the online procurement and ordering platform operated by or for CPRO.
“CPRO Commercial Terms” means pricing, discounts, rebates, incentives, commercial arrangements and other procurement benefits negotiated by CPRO with Participating Suppliers made available through a CPRO Procurement Program.
“Eligible Purchase” means a purchase that satisfies the eligibility requirements specified in the applicable Program Schedule, including applicable Awarded Product, ordering-channel, program-term and other requirements.
“GPO” means Group Purchasing Organization, an entity that leverages the collective buying power of its member organizations to negotiate discounts and favorable terms with Participating Suppliers.
“Member Clinic” means the legal entity of a private healthcare provider, clinic, medical practice, surgical facility or other healthcare-related organization accepted for CPRO membership under this Agreement and includes approved operating locations of that same legal entity.
“Membership Plan” means the specific tier of CPRO membership selected by the Member Clinic, which determines the scope of access to Procurement Programs, Commercial Terms, CPROmart™, services, features, benefits, perks, and applicable fees associated with such membership tier.
“Participating Supplier” means a manufacturer, distributor, supplier, service provider or other vendor participating in a CPRO Procurement Program.
“Procurement Program” means a sourcing initiative, tender award, supplier arrangement, purchasing program, price list, service arrangement, or other commercial benefit or procurement arrangement administered by CPRO via CPROmart™ or any other channel/platform.
“Program Rebate” means any rebate, incentive or similar payment (in cash or by other means) received or receivable by CPRO or any Member Clinic from a Participating Supplier in connection with a Procurement Program.
“Program Schedule” means the specific commercial and operational terms of a Procurement Program accepted by the Member Clinic, as set out in one or more schedules, award notices, participation forms, or electronic program terms.
“Program Term” means the period specified in the applicable Program Schedule.
“Reference Volume” means a good-faith estimate of anticipated purchasing requirements provided by the Member Clinic for sourcing, negotiation, forecasting or program administration purposes. A Reference Volume is not a guaranteed minimum purchase commitment unless expressly stated otherwise in a Program Schedule.
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3. Membership and Eligibility
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3.1 – Membership
Subject to CPRO approval and the Member Clinic’s selected Membership Plan, Membership allows the Member Clinic to access Procurement Programs, CPRO-negotiated Commercial Terms, CPROmart™ and other services made available by CPRO from time to time.
The availability of particular services, suppliers, products, categories, programs or benefits may change and Membership does not guarantee access to any particular Procurement Program.
3.2 – Clinic Representations
The Member Clinic represents and warrants that:
a) it is duly organized and authorized to conduct its business;
b) it holds all licenses, permits, and regulatory approvals required for its operations;
c) the person accepting this Agreement has authority to bind the Member Clinic;
d) information provided to CPRO is materially accurate and complete; and
e) the Member Clinic will use products or services obtained through CPRO Procurement Programs only in accordance with applicable law, its professional and regulatory obligations, and applicable Participating Supplier terms.
3.3 – Locations and Affiliates
This Agreement applies to the Member Clinic legal entity and any operating locations approved by CPRO under that entity.
A separate legal entity, affiliate or related company is not automatically covered by this Agreement unless expressly approved or enrolled by CPRO.
3.4 – Membership Plans and Fees
Membership fees, if any, will be specified in the Member Clinic’s applicable Membership Plan, enrollment terms or Program Schedule and disclosed before becoming payable.
CPRO may offer promotional, waived, discounted or different membership arrangements to different membership groups.
CPRO may add, remove, modify or replace Membership Plan fees, features, services, benefits, perks, eligibility requirements or other plan terms prospectively. CPRO will provide reasonable notice before a new or increased recurring Membership Fee becomes payable. If the Member Clinic does not wish to continue under a materially changed Membership Plan, it may exercise its termination rights under Section 19, subject to any applicable Program Schedule.
The Member Clinic’s then-current Membership Plan, including any applicable fees, services, features, benefits, perks and eligibility conditions, will be maintained or communicated by CPRO through its enrollment system, CPROmart™ or another designated communication.
Membership Plan details may change in accordance with Section 3 and Section 22 of this Agreement. A Membership Plan does not itself constitute participation in any Procurement Program or create any Allocation Commitment.
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4. Role of CPRO and Underlying Product Transaction
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4.1 – GPO and Procurement Program Administrator
CPRO acts as an independent Group Purchasing Organization and procurement program administrator.
CPRO’s activities may include:
a) conducting sourcing events and supplier evaluations;
b) negotiating commercial terms with Participating Suppliers;
c) establishing and administering Procurement Programs;
d) operating CPROmart™ and other proprietary Approved Ordering Channels;
e) receiving and transmitting Member Clinic-authorized orders;
f) facilitating and administering invoicing, collection and settlement processes;
g) administering rebates, credits and program reconciliations;
h) communicating with Participating Suppliers regarding orders and program performance;
i) providing procurement and supplier-management support; and
j) assisting with escalation of delivery, product, return, complaint, recall or other supplier-related issues.
4.2 – Vendor as Supplier and Clinic as Purchaser
As between CPRO and the Member Clinic, the applicable Participating Supplier remains the supplier and seller of Awarded Products, and the Member Clinic remains the purchaser and end-user of those products.
CPRO’s administrative intermediation in the ordering, invoicing, collection or settlement process does not, as between CPRO and the Member Clinic, transfer the Participating Supplier’s product obligations to CPRO.
4.3 – No Title or Possession by CPRO
Unless expressly agreed otherwise in writing, CPRO does not:
a) take legal or beneficial title to Awarded Products;
b) take physical possession or custody of Awarded Products;
c) warehouse or store Awarded Products;
d) import Awarded Products; or
e) physically ship or distribute Awarded Products.
The supply, shipment, and delivery of Awarded Products directly to the Member Clinic or its approved delivery location are the responsibility of the applicable Participating Supplier. Title and risk of loss are intended to pass directly from the applicable Participating Supplier to the Member Clinic in accordance with the applicable Procurement Program and supplier terms.
4.4 – Limited Administrative Authorization
The Member Clinic authorizes CPRO to perform the administrative activities reasonably required to administer Procurement Programs in which the Member Clinic decided to participate, including transmitting Member Clinic-authorized orders, communicating procurement information to Participating Suppliers, administering billing or payment processes, and reconciling applicable rebates and credits.
CPRO has no authority to place an order without Member Clinic authorization or otherwise bind the Member Clinic to obligations outside this Agreement or an accepted Program Schedule.
4.5 – Independent Relationship
Except for the specific administrative authority expressly provided under this Agreement, neither party is the general agent, representative, partner, joint venturer, fiduciary or employee of the other.
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Part II – Procurement Programs & Commercial Terms
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5. Procurement Programs and Program Acceptance
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5.1 – Establishment of Programs
CPRO may establish Procurement Programs for Participating Suppliers, products, categories or services and may determine the suppliers, Awarded Products, award structure and commercial terms applicable to those programs.
CPRO does not guarantee that any particular Participating Supplier, product or service will receive an award. Similarly, CPRO does not guarantee that any Procurement Program will be available to Member Clinics at any given time.
5.2 – Voluntary Participation
Membership in CPRO does not itself require the Member Clinic to participate in a particular Procurement Program.
The Member Clinic may review available Procurement Programs and decide whether to participate, subject to CPRO’s authorization.
5.3 – Binding Program Acceptance
Once the Member Clinic accepts a Program Schedule by a method designated by CPRO, that Program Schedule constitutes a separate supplemental agreement between CPRO and the Member Clinic governing the applicable Procurement Program and is binding for the applicable Program Term.
Each accepted Program Schedule incorporates this Membership Agreement by reference and is subject to its general terms, except where the Program Schedule expressly provides otherwise with respect to a program-specific matter.
Acceptance may include electronic acceptance, electronic signature, written or email confirmation, placing an order after CPRO has clearly notified the Member Clinic that placing the order constitutes acceptance, or another method expressly designated by CPRO. CPRO may require a specific affirmative acceptance method for any Procurement Program, including a program containing a material Allocation Commitment.
Where there is a conflict between this Membership Agreement and an accepted Program Schedule regarding a program-specific commercial or operational matter, the Program Schedule will govern that matter.
5.4 – Procurement Program Schedules
Each Procurement Program may be governed by a separate Program Schedule setting out the specific commercial and operational terms applicable to that Procurement Program, which may include Awarded Products, Participating Suppliers, pricing, Allocation Commitments, rebates, Program Term, ordering requirements and other program-specific conditions.
A Program Schedule is a separate supplemental agreement to this Membership Agreement and does not, by itself, create or replace the Member Clinic’s general CPRO Membership.
No Program Schedule will become binding unless the Member Clinic has first accepted this Membership Agreement and subsequently accepts the applicable Program Schedule in accordance with Section 5.3.
The continued effect of an accepted Program Schedule following suspension or termination of Membership will be determined in accordance with Section 19 and the terms of the applicable Program Schedule.
5.5 – Material Program Changes
Changes to Procurement Programs and Program Schedules are governed by Section 22.
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6. Reference Volumes and Allocation Commitments
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6.1 – Reference Volumes
The Member Clinic may provide historical purchasing information and Reference Volumes to assist CPRO with sourcing, supplier negotiations, forecasting and Procurement Program administration.
Reference Volumes must be provided honestly and in good faith based on information reasonably available to the Member Clinic.
Unless expressly stated otherwise in the applicable Program Schedule, a Reference Volume:
a) is an estimate only;
b) does not constitute a minimum purchase guarantee or future purchase commitment; and
c) does not require the Member Clinic to purchase products it does not actually require.
6.2 – Allocation Commitment
Where a Member Clinic accepts an Allocation Commitment under a Program Schedule, the Member Clinic agrees to direct the applicable percentage or share of its actual Eligible Purchases to the applicable awarded supplier or suppliers through an Approved Ordering Channel during the Program Term.
An Allocation Commitment may include Primary, Secondary, Open Share or other allocation structures specified in the Program Schedule.
6.3 – Permitted Exceptions
Purchases reasonably affected by any of the following will not constitute a breach of an Allocation Commitment to the extent reasonably applicable:
a) product backorder or material unavailability;
b) product discontinuation;
c) recall, safety notice or regulatory restriction;
d) absence of a clinically appropriate Awarded Product or approved substitute;
e) a legitimate patient or clinical requirement requiring an alternative product;
f) failure by a Participating Supplier materially to perform its supply obligations;
g) an exception approved by CPRO; or
h) another exception expressly identified in the applicable Program Schedule.
The Member Clinic will reasonably cooperate with CPRO in documenting material exceptions where required for supplier or program reconciliation purposes.
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7. Awarded Products, CPRO Commercial Terms and Off-Program Purchases
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7.1 – Awarded Products Only
CPRO Commercial Terms apply only to Awarded Products expressly included in the applicable Procurement Program.
The award of one product, product family or LOT does not automatically extend CPRO Commercial Terms to other products sold by the same Participating Supplier.
7.2 – Exclusive Availability of CPRO Commercial Terms
CPRO Commercial Terms are proprietary commercial benefits of the applicable CPRO’s Procurement Program and are available only for eligible transactions conducted through an Approved Ordering Channel.
The Member Clinic will not knowingly circumvent the Procurement Program for the purpose of obtaining CPRO Commercial Terms directly from a Participating Supplier outside an Approved Ordering Channel.
7.3 – Direct or Off-Program Purchases
A purchase placed directly with a Participating Supplier outside an Approved Ordering Channel:
a) is not a CPRO transaction;
b) is not entitled to CPRO-negotiated pricing, Clinic Rebates, incentives or other CPRO Commercial Terms;
c) does not constitute an Eligible Purchase;
d) does not count toward rebate thresholds or CPRO program performance; and
e) does not count toward satisfaction of an Allocation Commitment unless CPRO expressly approves otherwise.
Nothing in this Agreement prevents a Member Clinic from purchasing products that are not subject to an accepted Procurement Program directly from a supplier.
7.4 – Circumvention and Program Breach
If a Member Clinic engages in repeated or material off-program purchasing that causes it to fail to honor its accepted Allocation Commitment, CPRO may:
a) notify the Member Clinic and request corrective action;
b) suspend affected rebates or other Program benefits;
c) suspend the Member Clinic from the affected Procurement Program; or
d) for material, repeated or intentional circumvention, terminate the affected Procurement Program participation or this Agreement, in which case any Membership Fees previously paid by the Member Clinic shall be forfeited and not credited.
CPRO will provide a reasonable opportunity to address the issue before exercising suspension or termination rights unless immediate action is reasonably required to prevent fraud, unlawful conduct or material harm.
No contractual penalty or liquidated damages apply solely for the reason of an off-program purchase.
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8. Ordering and Authorized Users
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8.1 – Approved Ordering Channels
Orders for Awarded Products under a Procurement Program must be submitted through CPROmart™ or another Approved Ordering Channel.
CPRO may introduce or modify Approved Ordering Channels from time to time.
8.2 – Authorized Orders
The Member Clinic is responsible for maintaining appropriate controls over its Authorized Users.
CPRO may reasonably rely on an order submitted through the Member Clinic’s account or otherwise submitted by an Authorized User as an authorized order of the Member Clinic.
8.3 – Order Transmission
CPRO may transmit an authorized order to the applicable Participating Supplier and administer communications relating to order acknowledgement, fulfilment, invoicing, delivery, credits and other related matters.
Transmission of an order does not guarantee product availability or supplier acceptance.
8.4 – Order Changes and Cancellations
Once an order has been transmitted to a Participating Supplier, cancellation or modification may be subject to the supplier’s acceptance and the applicable Procurement Program terms. After an order is accepted by a Participating Supplier, supplier-controlled matters including availability, delivery, freight, returns, restocking, warranties, replacements, fees and other fulfilment or performance obligations are subject to the applicable Procurement Program terms and Participating Supplier terms.
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9. Pricing and CPRO Compensation
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9.1 – Procurement Program Prices
The Member Clinic will pay the established Procurement Program clinic-facing price stated in CPROmart™, based on the applicable Program Schedule, approved quotation or other CPRO-approved ordering documentation.
Pricing terms, effective dates, permitted adjustments and applicable CPI or renewal provisions will be specified in the applicable Program Schedule where relevant.
CPRO does not guarantee that a CPRO Procurement Program-related price will at all times be the lowest point available in the market.
9.2 – CPRO Compensation
The Member Clinic acknowledges and agrees that CPRO operates on a commercial basis and may receive compensation in connection with Procurement Programs, included but not limited to pricing margins or spreads, supplier or program administration fees service, rebates or incentives retained by CPRO, and other commercial compensation agreed between CPRO and Participating Suppliers.
Unless required by applicable law or expressly disclosed in a Program Schedule, CPRO is not obligated to disclose, and the Member Clinic has no right to receive any information regarding Participating Supplier’s underlying net price, CPRO’s margin, supplier administration fees, CPRO-retained rebate amounts, or other confidential supplier economics.
9.3 – Program Rebates
CPRO may receive Program Rebates from Participating Suppliers.
The Member Clinic may be entitled to a portion of a Program Rebate, if any, expressly designated by CPRO as a Clinic Rebate under the applicable Program Schedule.
CPRO may retain all or part of a Program Rebate as CPRO compensation where that portion has not been designated as a Clinic Rebate.
9.4 – Clinic Rebate Eligibility
Clinic Rebate eligibility may be based on the specific commercial terms of the Procurement Program, including Eligible Purchases, Thresholds, Allocation Commitments or other criteria specified in the applicable Procurement Program commercial terms.
Returns, cancellations, credits, off-program purchases and other excluded transactions may reduce rebate eligibility.
Unless otherwise stated in the Program Schedule, CPRO is not required to pay or credit a Clinic Rebate until CPRO has received the corresponding Program Rebate from the Participating Supplier and completed the applicable reconciliation.
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Part III – Billing, Fulfillment & Operations
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10. Invoicing, Payment, Taxes and Credits
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10.1 – Administrative Billing Structure
For Procurement Programs administered through CPRO, the anticipated transaction flow may include:
a) the Member Clinic submitting an authorized order through an Approved Ordering Channel;
b) CPRO transmitting or confirming the order with the Participating Supplier;
c) the Participating Supplier shipping the Awarded Products directly to the Member Clinic;
d) the Participating Supplier invoicing CPRO for administrative settlement purposes;
e) CPRO issuing the applicable clinic-facing invoice and collecting payment from the Member Clinic; and
f) CPRO settling the applicable amount with the Participating Supplier.
As between CPRO and the Member Clinic, this administrative billing and settlement process does not alter the intended underlying relationship under Section 4 whereby the Participating Supplier remains the product supplier/seller and the Member Clinic remains the purchaser/end customer.
CPRO may, in its discretion, establish a different ordering, invoicing, collection or settlement structure for a particular Procurement Program. Any alternative structure will be communicated through the applicable Program Schedule, CPROmart™ or another notice designated by CPRO.
10.2 – Payment Terms
The Member Clinic will pay invoices in accordance with the payment method and payment terms approved by CPRO for the Member Clinic or applicable Procurement Program.
CPRO may require payment before an order is transmitted or released and may prospectively modify or withdraw discretionary credit arrangements.
10.3 – Payment Processing Fees
CPRO may transfer applicable Payment Processing Fees to the Member Clinic unless otherwise provided in the applicable Procurement Program terms. Any such fees will be disclosed at the time of each purchase transaction made through CPRO-authorized channels.
10.4 – Failed Payments and Chargebacks
If a payment is declined, reversed, cancelled or subject to chargeback, CPRO may suspend processing of an affected order or the Member Clinic’s ordering privileges.
A payment reversal or chargeback does not extinguish the Member Clinic’s underlying payment obligation to the extent the applicable amount remains validly due.
Any Payment Processing Fees incurred by CPRO as a result of a failed, declined, or reversed payment transaction shall be recorded as a receivable against the Member Clinic’s account and will be charged to the Clinic in connection with a subsequent successful payment transaction or otherwise collected from the Clinic.
10.5 – Taxes
Applicable sales, GST/HST and other taxes will be charged, collected and administered as required by applicable law and the applicable transaction structure.
10.6 – Credits and Refunds
Any refund, return credit or other product-related credit may be subject to confirmation or receipt of the corresponding credit from the Participating Supplier.
CPRO may apply amounts properly credited to the Member Clinic against outstanding amounts or future purchases where appropriate.
Payment Processing Fees charged to the Member Clinic are non-refundable and will not be credited or refunded in connection with any product return, refund, or credit.
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11. Delivery, Freight, Returns, Backorders and Alternatives
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11.1 – Supplier Fulfilment
Delivery, freight, lead times, rush-order terms, return rights and other fulfilment matters are governed by the applicable Procurement Program and Participating Supplier terms.
CPRO may administer these terms and assist the Member Clinic with supplier escalation.
11.2 – Inspection and Reporting
The Member Clinic will reasonably inspect shipments upon receipt and promptly report missing, damaged, incorrect or otherwise non-conforming shipments in accordance with applicable Program requirements.
11.3 – Returns
Returns are subject to the applicable supplier and Procurement Program return requirements, including any applicable authorization, time limits, product-condition requirements or restocking charges.
11.4 – Backorders
Where an Awarded Product is materially unavailable or backordered, CPRO and/or any Participating Supplier may offer an approved alternative.
Where no appropriate awarded alternative is reasonably available, affected purchasing will not be treated as a failure to satisfy an Allocation Commitment.
CPRO shall not be liable to the Member Clinic or any third party for any loss, damage, or delay arising from or relating to any backorder, unavailability, or failure to deliver Awarded Products.
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Part IV – Responsibilities
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12. Product Responsibility, Complaints and Recalls
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12.1 – Participating Supplier Responsibility
The applicable Participating Supplier remains responsible for matters within the supplier’s control, including as applicable:
a) product manufacture and design;
b) product quality and conformity;
c) regulatory compliance;
d) labelling and instructions for use;
e) product warranties;
f) availability and fulfilment;
g) delivery and transportation;
h) product complaints;
i) adverse events;
j) safety notices;
k) traceability obligations;
l) recalls; and
m) replacement or product-related credit obligations.
CPRO shall not be liable to the Member Clinic or any third party for any product defects, failures, non-conformities, damages, injuries, or losses arising from or relating to any Awarded Product. All such liability rests solely with the applicable Participating Supplier.
12.2 – CPRO Support
CPRO may assist with communication, administration and escalation of supplier-related issues but does not assume the Participating Supplier’s underlying product obligations by providing that assistance.
12.3 – Member Clinic Cooperation
The Member Clinic shall report or promptly provide any information directly to the applicable Participating Supplier through the Supplier’s designated reporting channels regarding product complaints, adverse events, safety issues, recalls, delivery issues, or other product-related or supplier matters requiring investigation. If CPRO provides a designated channel to facilitate such communication, the Member Clinic may use that channel in addition to or in lieu of the Participating Supplier’s channels.
12.4 – Clinical Responsibility
The Member Clinic remains solely responsible for clinical decisions, product selection, professional practice, product use and administration and compliance with the Member Clinic’s own professional, regulatory and legal obligations.
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13. Member Clinic Responsibilities
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The Member Clinic will:
a) maintain accurate account, billing and delivery information;
b) maintain appropriate licenses and regulatory approvals;
c) provide purchasing and program information reasonably requested by CPRO;
d) provide Reference Volumes honestly and in good faith;
e) comply with accepted Program Schedules and Allocation Commitments;
f) maintain the security of CPROmart™ accounts and Authorized User credentials;
g) promptly notify CPRO of suspected unauthorized account access;
h) maintain a valid and available payment method and pay all properly due amounts when required;
i) reasonably cooperate with procurement, rebate, audit and reconciliation processes;
j) properly store, handle, use and dispose of products following delivery; and
k) comply with applicable laws, professional requirements and supplier product instructions.
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Part V – Data, Confidentiality & CPROmart™
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14. Procurement Data, Confidentiality and Privacy
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14.1 – Procurement Data
CPRO may collect and use Member Clinic information, including purchasing activity, ordering patterns, interactions, device information, and other procurement-related data, to:
a) administer Procurement Programs;
b) negotiate with Participating Suppliers;
c) monitor Allocation Commitments and program performance;
d) calculate and reconcile rebates;
e) manage supplier performance;
f) provide reporting and analytics;
g) develop or improve CPRO procurement programs and services;
h) personalize content and experiences;
i) measure and improve CPRO’s services; and
j) conduct analytics and develop aggregated or de-identified insights for business and commercial purposes.
CPRO may disclose relevant procurement information to Participating Suppliers and service providers where reasonably necessary to administer a Procurement Program.
14.2 – Data Management
CPRO may create, combine, use, disclose, commercialize, license, sell, publish or otherwise exploit procurement information and insights for sourcing, benchmarking, analytics, supplier negotiations, market analysis, market intelligence, program development, business development, marketing tools, development of commercial products, artificial-intelligence or analytical capabilities and other business or commercial purposes, provided such information does not reasonably identify personal health information where de-identification is intended.
14.3 – Mutual Confidentiality
Each party may receive confidential information such as personal, non-public business, commercial, technical or financial information of the other party.
Each party will:
a) keep such confidential information reasonably secure;
b) use it only for purposes relating to this Agreement and the applicable Procurement Programs; and
c) not disclose it to third parties except to employees, professional advisors, Participating Suppliers or service providers with a legitimate need to know, or where disclosure is required by law.
CPRO confidential information includes non-public supplier terms, procurement strategies, CPRO Commercial Terms, pricing structures, tender information, platform information and CPRO supplier economics.
Member Clinic confidential information includes non-public purchasing information, clinic-specific volumes and business information.
These confidentiality obligations survive termination of this Agreement.
14.4 – Patient Information
CPROmart™ and CPRO’s standard procurement processes are not intended for the storage or processing of patient-identifiable personal health information unless CPRO expressly provides functionality designed and approved for that purpose.
The Member Clinic will not submit patient names, medical records or other patient-identifiable health information through CPROmart™ or ordinary procurement communications unless specifically authorized by CPRO.
14.5 – Privacy
Each party will comply with applicable privacy and data-protection laws in connection with personal information for which it is responsible. CPRO may maintain and update a privacy policy describing its handling of personal information and may provide applicable privacy notices from time to time.
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15. CPROmart™ and Intellectual Property
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15.1 – Platform Access
CPRO shall grant the Member Clinic a limited, non-exclusive, non-transferable right to access and use the CPROmart™ online portal for its internal procurement activities during the applicable membership or surviving Program Term.
15.2 – Platform Changes and Availability
CPRO may update, modify, maintain, suspend or replace CPROmart™ or any of its individual features at any time and based on business needs.
Reasonable maintenance, software updates, temporary service interruptions and circumstances outside CPRO’s reasonable control do not constitute a breach of this Agreement.
Where CPROmart™ becomes unavailable, CPRO may designate an alternative Approved Ordering Channel.
15.3 – Intellectual Property
All intellectual property rights owned by CPRO or present in CPROmart™, CPRO documentation, procurement methodologies, sourcing materials, trademarks, logos and related content remain the property of CPRO or its licensors.
By entering into this Agreement, the Member Clinic acknowledges that no ownership rights are transferred to it.
15.4 – Acceptable Use
The Member Clinic will not misuse CPROmart™, interfere with its security or operation, access another member’s account without authorization, use CPROmart™ for unlawful activity, scrape or extract data except as authorized by CPRO, or attempt to reverse engineer, reproduce or circumvent CPRO proprietary functionality or access controls.
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Part VI – Suspension, Liability & Termination
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16. Suspension
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CPRO may suspend all or part of the Member Clinic’s membership, Procurement Program participation or CPROmart™ access where reasonably necessary because of:
a) non-payment of properly due amounts;
b) fraud or unlawful conduct;
c) unauthorized or improper account activity;
d) material or repeated circumvention of a Procurement Program;
e) material breach of an accepted Program Schedule;
f) material breach of this Agreement;
g) security or platform-integrity concerns; or
h) conduct reasonably likely to cause material harm to CPRO, a Participating Supplier or the Procurement Program.
Where reasonably practicable, CPRO will notify the Member Clinic and provide a reasonable opportunity to address a remediable breach before suspension.
Immediate suspension may occur where reasonably required to prevent fraud, unlawful conduct, security risk or material harm.
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17. Member Clinic Indemnification
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To the extent permitted by law, the Member Clinic will indemnify and hold harmless CPRO and its directors, officers and employees from third-party claims, losses, liabilities, damages and reasonable costs arising from:
a) the Member Clinic’s clinical use or administration of a product;
b) improper storage, handling or disposal of a product after delivery;
c) misuse of a product;
d) unauthorized resale or redistribution by the Member Clinic;
e) the Member Clinic’s breach of applicable professional, regulatory or legal obligations;
f) materially inaccurate information supplied by the Member Clinic;
g) unauthorized account activity resulting from the Member Clinic’s failure to maintain reasonable account security; or
h) a material breach of this Agreement by the Member Clinic.
The Member Clinic will not be required to indemnify CPRO to the extent a claim results from CPRO’s own fraud, gross negligence or willful misconduct or from a product defect or supplier act for which the Participating Supplier is responsible.
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18. Limitation of CPRO Liability
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18.1 – Product and Supplier Matters
CPRO does not manufacture, design, test, inspect, certify or warrant Awarded Products.
To the fullest extent permitted by law, CPRO is not responsible for loss, damage, injury, cost or expense resulting from:
a) a product defect;
b) product manufacture, design or labelling;
c) product safety or regulatory compliance;
d) transportation or delivery performed by a Participating Supplier or carrier;
e) a recall or safety action;
f) the acts or omissions of a Participating Supplier; or
g) the Member Clinic’s clinical use, storage, handling, administration or disposal of a product.
18.2 – Exclusion of Indirect Damages
To the fullest extent permitted by law, CPRO will not be liable for indirect, incidental, consequential, special, exemplary or punitive damages, or for loss of profit, revenue, opportunity, anticipated savings, goodwill, business interruption or loss of data arising from or relating to this Agreement, a Procurement Program or CPROmart™, regardless of the legal theory asserted.
18.3 – Aggregate Liability Cap
To the fullest extent permitted by law, CPRO’s total aggregate liability arising out of or relating to this Agreement, all Procurement Programs and CPROmart™ will not exceed CAD $2,000.
Amounts paid by the Member Clinic for products or services are not fees paid to CPRO for purposes of calculating or increasing this liability cap.
18.4 – Non-Excludable Liability
Nothing in this Agreement excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, or liability arising from CPRO’s fraud, gross negligence or willful misconduct.
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19. Term and Termination
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19.1 – Term
This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.
19.2 – Membership Termination
Either party may terminate general CPRO membership without cause on thirty (30) days’ written notice.
19.3 – Effect on Existing Procurement Programs
Termination or suspension of this Membership Agreement may, in CPRO’s discretion and subject to the applicable Program Schedule and circumstances, result in the suspension or termination of all active Procurement Programs, one or more active Procurement Programs, or no immediate termination of a particular Procurement Program where CPRO determines that the program or specified obligations should continue for a limited purpose or period.
CPRO may determine whether a particular Procurement Program, Allocation Commitment, order, Clinic Rebate, reconciliation or other program-specific obligation continues following termination of membership, except to the extent the applicable Program Schedule expressly provides otherwise.
19.4 – Termination for Cause
CPRO may terminate this Agreement or any Procurement Program for material breach where the breach is not remedied within a reasonable period after notice, if capable of remedy, including without limitation the failure to pay any amounts due (including Membership Fees) within 90 days of the due date.
CPRO may terminate immediately for fraud, unlawful conduct, serious security breach or other material breach that cannot reasonably be remedied.
19.5 – Effect of Termination
Upon termination, as applicable:
a) access to Procurement Programs may be limited or terminated as determined under Section 19.3 and the applicable Program Schedule;
b) access to CPROmart™ may be limited or terminated;
c) CPRO Commercial Terms no longer apply except as determined under Section 19.3 or the applicable Program Schedule;
d) all outstanding amounts properly owing remain payable;
e) pending returns, credits and Clinic Rebates remain subject to reconciliation; and
f) provisions concerning payment, confidentiality, data rights, intellectual property, indemnification, liability, accrued obligations and any other provisions intended by their nature to survive will continue.
Orders already accepted or in process remain subject to the applicable order, Procurement Program and Participating Supplier terms unless cancelled or otherwise resolved.
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Part VII – Administrative & General Terms
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20. Force Majeure
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Neither party is liable for delay or failure to perform an obligation, other than a payment obligation for amounts already due, to the extent caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, pandemic, war, civil unrest, labour disruption, governmental action, transportation disruption, cyberattack, telecommunications failure or major supply-chain disruption.
The affected party will use commercially reasonable efforts to mitigate the impact.
A Force Majeure event affecting product availability may be treated in accordance with the Allocation Commitment exceptions and applicable Program Schedule.
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21. Electronic Communications, Records and Acceptance
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21.1 – Electronic Communications
The Member Clinic agrees that CPRO may provide agreements, Program Schedules, notices, invoices, procurement communications, amendments and other records electronically through CPROmart™, email or another electronic method designated by CPRO.
21.2 – Electronic Acceptance
Electronic acceptance of this Agreement or a Program Schedule is intended to have the same binding effect as a handwritten signature.
The individual accepting an agreement or Program Schedule represents that they have authority to bind the Member Clinic.
21.3 – Acceptance Records
CPRO may maintain electronic records relating to acceptance, including:
a) Member Clinic legal entity;
b) Authorized User or signatory;
c) agreement or Program Schedule version;
d) applicable Procurement Program;
e) date and time of acceptance; and
f) other reasonably relevant audit information.
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22. Changes to Agreement and Programs
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CPRO may make administrative, technical, operational or non-material changes to this Agreement or CPROmart™ from time to time and will provide reasonable notice where appropriate.
CPRO may also make material changes to this Agreement prospectively upon reasonable notice. If the Member Clinic does not wish to continue under a materially changed Membership Agreement, it may exercise its termination rights under Section 19, subject to any applicable Program Schedule. CPRO may modify, suspend, replace or discontinue a Procurement Program or any of its Program Schedule terms where reasonably required because of supplier changes, commercial changes, product or service availability, regulatory or safety matters, operational requirements, market circumstances or CPRO business requirements. CPRO will communicate applicable changes through CPROmart™, email, the applicable Program Schedule or another designated method. CPRO may determine, based on the nature of the change, whether continued participation, a subsequent order, written confirmation or new affirmative acceptance is required for the changed terms to become binding.
Where CPRO determines that affirmative acceptance is required, the changed terms will become binding only upon the Member Clinic’s acceptance by the method designated by CPRO.
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23. General Provisions
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23.1 – Assignment
The Member Clinic may not assign this Agreement or an accepted Program Schedule without CPRO’s prior written consent.
CPRO may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, reorganization, financing, sale of business or similar transaction, provided the assignment does not materially diminish the Member Clinic’s rights under an accepted Program Schedule.
23.2 – Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
The parties submit to the exclusive jurisdiction of the courts of Ontario for disputes arising from or relating to this Agreement.
23.3 – Entire Agreement
This Membership Agreement is a standalone agreement establishing the general framework governing the Member Clinic’s membership in CPRO.
Each Program Schedule accepted by the Member Clinic constitutes a separate supplemental agreement to this Membership Agreement and incorporates this Membership Agreement by reference.
With respect to any particular Procurement Program, this Membership Agreement together with the applicable accepted Program Schedule constitute the entire agreement between CPRO and the Member Clinic concerning that Procurement Program, subject to any other document expressly incorporated by reference.
The Member Clinic is not a party to any confidential supplier agreement, rebate arrangement or other agreement between CPRO and a Participating Supplier unless expressly stated otherwise in an applicable Program Schedule or other written agreement signed by CPRO.
23.4 – Severability
If a provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in effect, and the affected provision will be interpreted as closely as legally permissible to its intended purpose.
23.5 – Waiver
Failure to enforce a provision does not waive that provision or any other right.
23.6 – Headings & Footers
Section headings or footers are for convenience only and do not affect interpretation.
23.7 – No Third-Party Beneficiaries
Except as expressly stated in an applicable Program Schedule, this Agreement is for the benefit of CPRO and the Member Clinic only and does not create rights in favour of any other person.
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Part VIII – Acceptance & Records
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24. Membership Acceptance
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By selecting “I Agree,” “Accept,” “Join,” completing an electronic enrollment, signing this Agreement or using another acceptance mechanism designated by CPRO, the Member Clinic acknowledges that it has read and agrees to be legally bound by this Agreement. The individual completing the acceptance represents and warrants that they are authorized to bind the Member Clinic.
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25. Membership Enrollment Record
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The following information may be captured automatically through CPRO’s enrollment or acceptance system and maintained as part of CPRO’s electronic records.
Effective Date:
Legal Name of Member Clinic:
Trade Name:
Authorized Representative:
Email Address:
Agreement Version:
Membership Number:
Representative Initials:
Membership Plan:
Membership Start Date:
Our Commitment
CPRO is dedicated to advancing healthcare in Canada by delivering cost-effective procurement solutions that help our members thrive, operate efficiently, and focus on what matters most: providing exceptional patient care.
