Pharmacy Terms and Conditions

These terms were last updated on 15 March 2025.

In these Pharmacy Terms and Conditions:

  • when we say you or your, we mean the Pharmacy set out in the Master Service Agreement;
  • when we say we, us, or our, we mean Medication Pty Ltd t/as Evermed (ABN 54 651 641 342) ; and
  • any reference to Term means these Pharmacy Terms and Conditions.

These Terms contain the core legal and commercial terms that apply to your use of our Services. These Terms, any Special Conditions that we agree in writing, any Modules that you accept via our Portal, the Schedule of Fees and the Master Service Agreement together from the Agreement between the Parties which sets out your rights and obligations when accessing our Platform and Services.

We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. Understanding these terms is important because, by accessing or using our Platform and/or Services, you are agreeing to these Terms.

We update these terms from time to time. We will let you know when we update the Terms via email or through our Portal.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

  • our Privacy Policy (on our website) which sets out how we will handle your personal information;
  • clause 2.12 (Variations) which sets out how we may amend these Terms; and
  • clause 18 (Liability) which sets out exclusions and limitations to our liability under these Terms.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

  1. OVERVIEW
    1. Evermed is an online marketplace connecting Pharmacies with Customers (or their agents), for the purpose of ordering Products. We are not a pharmacy and do not sell or supply Scheduled Products. We are not a ‘Healthcare Service’ and do not employ any individual in their professional capacity as a ‘Health Practitioner’ as that term is defined under the Health Practitioner Regulation National Law in New South Wales.
    2. You are an Australian registered pharmacy with the relevant licences to dispense Scheduled Products. You would like to appoint us as your agent for the purpose of collecting Orders and Payments for Products from Customers on the terms set out in this Agreement.
    3. We agree to be appointed as your agent for the purpose of collecting Orders and Payments for Products from Customers on the terms set out in this agreement. We agree to provide you with the Agency Services in accordance with these Terms and the Agreement. We have also agreed to provide you with the Platform Services. We only provide our Services as an agent, we are not a party to any transaction between you and Customers.
    4. You may, from time-to-time, provide us with a catalogue of Products ( Catalogue ) you sell in your store. Where you do so, you grant us a non-exclusive, irrevocable, royalty-free, sublicensable and transferable licence for the duration that your Catalogue is available on our Platform, to host your Catalogue on our Platform for the purpose of making your Catalogue available to Customers. We do not endorse or approve, and are not responsible for, any Catalogues not provided by us. We may, at any time (at our sole discretion), remove any items from your Catalogues available in our Platform, including where an item: (a) is illegal or offensive; or (b) contains graphic, inappropriate or unlawful content or (c) for any other reason. You agree that we may share your Catalogue with a third party marketplace if you have selected a marketplace Module in the Portal.
    5. You must have appropriate insurance to cover the Orders that you accept through our Platform and the Customer Pharmacy Services. At a minimum, you are required to effect and maintain the following insurances for the Term (and for a reasonable period thereafter) and with a reputable insurance provider:
      1. a public and products liability insurance policy, or equivalent, in the amount of no less than $20 million for any one claim;
      2. a professional indemnity insurance policy, or equivalent, in the amount of no less than $10 million for any one claim; and
      3. all other insurances required by Law in order for you to provide Customers with the Customer Pharmacy Services.
      We may request that you provide us with evidence of your insurance cover. Where we do so, we are not confirming that the insurance you have is sufficient or suitable for the Orders you accept. If we do not ask you to provide evidence of insurance, this does not indicate that we believe you do not require insurance. You acknowledge and agree that it is your responsibility to make your own investigations and receive professional advice on the insurance you require.
    6. Nothing in this Agreement creates an exclusive relationship between you and us, and either Party may, at any time, enter into arrangements with any other individual or entity to receive the same or similar services.
  2. OUR PLATFORM
    1. Platform Service and Licence. We will, at our sole discretion, provide you access to our Platform including our Portal ( Platform Service ) in accordance with these Terms. We grant you and your Authorised Users a right to use our Portal (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person. You must be at least 18 years old to use our Platform.
    2. Authorised Users. You can nominate any number of Authorised Users. You are responsible for ensuring that your Authorised Users comply with these Terms.
    3. Accounts. Our Platform can only be accessed if you have an Account. We recommend that each Authorised User has their own Account. At any time you can: ask us to create additional accounts which will be associated with your Pharmacy (each an Account); and ask us to delete any Account associated with your Pharmacy. If your Personnel share login details, you must ensure that you have all appropriate security measures in place to protect Customer confidentiality and Privacy. We can terminate any accounts linked to your Pharmacy at any time.
    4. Initial Account . The initial account username will be the Dispensary Email set out in your Master Service Agreement. People with access to your Dispensary Email will be able to reset the password at any time.
    5. Additional Accounts . You can request that your Authorised Users are given separate login credentials, which are linked to your Pharmacy. To do this, you must provide us with the name and email for each Additional Account.
    6. Access Security. You must (and must ensure all Authorised Users):
      1. ensure that your Personnel who access the Portal have the required licences and/or qualifications to work in a dispensary, and have been approved by you;
      2. ensure that all Personnel who access the Portal have been approved by you;
      3. use reasonable endeavours to prevent unauthorised access to the Portal;
      4. keep usernames and passwords secure and confidential, ensure they are not shared with anyone who is not an Authorised User and protect them from misuse or being stolen;
      5. use unique passwords; and
      6. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Login Credentials or the Portal.
    7. Integrity of Information. You are responsible for maintaining the integrity of information relating to the access and use of our Platform by your Personnel. You agree to (and to ensure your Authorised Users agree to) keep your information up-to-date (and ensure it remains true, accurate and complete) for the Term.
    8. Identify Verification. Before you can access our Portal, you may be asked to pass our identity verification process ( Identity Check ). We may conduct this process ourselves or through a third party. You agree to co-operate with us in carrying out the Identity Check, including by providing us with any Personal Information necessary to complete this process (such as your name, proof of address, pharmacy licence number, AHPRA registration number and proof of identity). Where we have engaged a third party to carry out the Identity Check, you consent to us disclosing your Personal Information to that third party for this purpose.
    9. Availability, Disruption and Downtime. While we strive to always make our Platform available to you, we do not make any commitments to the availability or uptime. Access to our Platform may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance. Our Platform may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers and the national prescription exchange. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Platform.
    10. Prohibited and Unauthorized Use. You must not (and you must ensure that your Authorised Users do not):
      1. access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
      2. interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;
      3. introduce any viruses or other malicious software code into our Platform;
      4. attempt to access any data or log into any server or account that you are not expressly authorised to access;
      5. directly or indirectly copy, decompile or reverse engineer the Platform;
      6. use our Platform to send unsolicited electronic messages;
      7. use dating mining, robots, scraping or other data gathering and extraction tools on our Platform;
      8. access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted;
      9. use the Platform in a way that would violate pharmacy regulations; or
      10. use the Platform in a way that would violate the laws of Australia or any Australian state or territory.
    11. Modifications. We may modify our Platform, including adding, changing or removing features, functions, limits, settings or add-ons at any time.
    12. Variations. We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate the Agreement with effect from the date of the change in these Terms by providing written notice to us. If you terminate the Agreement, you will no longer be able to access our Services (including our Platform) on and from the date of termination.
    13. Support Service. We will provide you access to troubleshooting support via email at pharmacy@evermed.com.au. We may from time-to-time make phone support available to you. We attempt to respond to email and phone support within one business day; in practice, our responses are generally much faster. We do not promise or guarantee any specific response time.
  3. OUR AGENCY SERVICES
    1. During the Term, you appoint and authorise us (including our Personnel) to act as your agent for the purpose of:
      1. entering into contracts for the ordering of Products by Customers on your behalf;
      2. collecting Orders from Customers and submitting them to you;
      3. collecting Payment for Products from Customers on your behalf, which we will remit to you after deducting our Agency Fees and Payment Processing Fees as applicable;
      4. providing Invoices to Customers for the Products on your behalf; and
      5. in respect of 3.1 (a) - (d), communicating with Customers on your behalf, and anything else reasonably incidental to the above,
      together, the Agency Services.
    2. We agree to carry out the Agency Services:
      1. in accordance with this Agreement and all applicable Laws;
      2. with due care, skill and diligence; and
      3. in a proper manner, and in accordance with reasonable industry practice.
    3. In consideration for providing the Agency Services, we will charge you an Agency Fee for each Order Line you fulfil ( Agency Fee ). The Agency Fees are published in the Schedule of Fees. You acknowledge and agree that our Agency Fee is reasonable in the circumstances and is reflective of the costs actually incurred by us in performing the Agency Services to you, including but not limited to collecting orders, collecting, processing and remitting payments, website hosting fees and administrative and staff costs.
  4. OUR PAYMENT PROCESSING SERVICES
    1. During the Term, you appoint and authorise us (including our Personnel) to act as your limited payment collection agent, solely for the purpose of accepting payment from Customers for Orders ( Payment Processing Services ). Payment Processing Services may be provided by a third party payment processor.
    2. In consideration for providing the Payment Processing Services, we will charge you a fee for each Order Line you fulfil ( Payment Processing Fee ). The Payment Processing Fee will be set out in the Schedule of Fees.
    3. You agree that:
      1. in consideration for facilitating the payment processing services we will deduct the Payment Processing Fees from the Product Price payable to you for each transaction;
      2. we will not be required to pay you any amounts that we do not receive or are deducted by the third party payment processor due to a chargeback;
      3. upon receipt of a Customer’s payment, we will hold a portion of this on your behalf;
      4. any amounts that we hold for you are not held separately by us and may be commingled with our general operating funds or funds from other providers;
      5. you are not entitled to any interest or other earning for amounts we hold for you;
      6. we may, in our sole discretion, establish limitations around payments by Customers, including individual or aggregate transaction limits on the value or number of orders a customer may make within certain time periods; and
      7. we and/or the relevant third-party supplier of the Payment Processing Services may refuse to process any payment if we and/or the relevant third-party supplier believe that a transaction is fraudulent, invalid, suspicious or breaches applicable law or these Terms.
  5. RELATIONSHIP WITH CUSTOMERS
    1. You understand that you are responsible for the sale, supply and delivery of all Products to Customers and we only provide you with access to the Platform, the Agency Services and the Payment Processing Services.
    2. It is your responsibility to provide the following services to Customers:
      1. the dispensing, supply and sale of Scheduled Products to Customers;
      2. the supply and sale of Unscheduled Products to Customers;
      3. the packaging of the Products in accordance with applicable legal requirements, good industry practice and any Packaging Requirements;
      4. the delivery of Orders to Customers directly or via a Delivery Partner; and
      5. communication with Customers directly, or via us as an agent, in relation to Orders for Products,
        6. together, the “ Customer Pharmacy Services ”.
    3. You agree to provide the Customer Pharmacy Services:
      1. in accordance with all applicable Laws;
      2. with due care, skill and diligence;
      3. with due expedition and without delay;
      4. in a proper and professional manner, and in accordance with best industry practice; and
      5. in accordance with our reasonable instructions or requirements.
    4. For the avoidance of doubt, you retain the right to reject any Order, for any reason, at your sole discretion and must at all times act in accordance with your professional obligations.
  6. ORDERS
    1. During the Term, Customers may submit orders for the Products via the Platform ( Order ). We will allocate Orders to an appropriate pharmacy, with the allocation based on our sole discretion unless the Customer requests a specific pharmacy.
    2. We will notify you via email when an Order, or part of an Order, has been allocated to your Pharmacy. The email will contain a link to the Order in our Portal.
    3. Each Order will contain:
      1. the customer name and phone number ( Customer Details );
      2. the Products the Customer would like to purchase and the Product Price, each an Order Line ; and
      3. information on how the Customer would like these products to be delivered ( Delivery Method ),
      together, the Order Details .
    4. Where an order contains Scheduled Products of Schedule 3 or higher, the Order:
      1. will contain the Patient’s name, date of birth and biological sex;
      2. may contain additional information such as biological sex, patient notes and prescriber notes;
      3. may indicate other medications that the patient has been prescribed in the past, based on their order history or other information we have received; and
      4. may include the Patient’s Medicare, concession card, DVA card and/or safety net card details
      together, the Patient Details . You acknowledge that we do not warrant the accuracy of these Patient Details and it is your sole responsibility to check these details with the Customer and/or Patient and to fulfil your professional obligations.
    5. You agree and acknowledge that the Customer Details, Patient Details and Order Details and any other Customer or Patient information contained in an Order or accessed through our Portal (together, Customer Information ) is considered Confidential Information and contains Personal Information. You agree that you will store all Confidential Information and Personal Information securely and in line with the Australian Privacy Principles and all other applicable regulations. This clause will survive the termination or expiry of this Agreement.
    6. You are not permitted to use any Customer Information for any purposes, other than as contemplated by this Agreement. For the avoidance of doubt, this includes using any Customer Details or Patient Details to directly contact a Customer or Patient for your marketing purposes. This clause will survive the termination or expiry of this Agreement.
    7. Where an Order has been cancelled for any reason, you agree to delete the Customer Details and/or Patient Details from your internal systems (unless you have obtained these details from another source such as the Customer or Patient being an existing Customer or Patient of your Pharmacy).
    8. Each Order is subject to, and will be governed by, these Terms, the Agreement and any other conditions agreed to by the Parties in writing. You acknowledge that we are not a party to any agreement entered into between you and a Customer and we have no control over the conduct of the Customer.
  7. FULFILMENT
    1. It is the professional responsibility of your pharmacist on duty to determine if it is appropriate or not to dispense Scheduled Products.
    2. You can reject any Order Line and/or Order at your sole discretion. Where Order Lines are rejected, we will ask you for a rejection reason. If an Order Line is rejected for a clinical reason, we will cancel the Order Line. If an Order Line is rejected for a non-clinical reason, for example a stock shortage, we may reallocate that part of the Order to another Pharmacy.
    3. If an Order Line is for a Scheduled Product, you agree to only dispense the item if it is professionally appropriate to supply the Product to the Customer. You agree to make this determination without relying on any information provided by us.
    4. If an Order Line is for a specific brand, you agree to only supply that brand, unless the Customer has explicitly consented to brand substitution.
    5. By dispensing or supplying an Order Line ( Fulfilment ), you agree:
      1. to charge the Customer the Product Price listed on the Order Line; and
      2. to pay us the Agency Fee, the Payment Processing Fee and any other amounts payable under this Agreement.
  8. PACKAGING
    1. You acknowledge and agree that you are responsible for packaging all Orders:
      1. in a professional manner;
      2. in line with all applicable Laws and regulations; and
      3. appropriately to ensure the safety and efficacy of medication during the delivery process.
      In the event of inconsistency between these responsibilities and other clauses in this clause 8 (Packaging), the responsibilities in this clause 8.1 will prevail.
    2. Temperature Sensitive Medications. You agree to ensure temperature-sensitive medications are packaged and insulated in accordance with applicable manufacturer guidelines, regulatory requirements and industry best practice, to ensure they are delivered intact and at the proper storage temperature.
    3. Packaging Requirements. You acknowledge and agree that all Orders will be packaged with packaging material (Packaging) in accordance with instructions set out in an order unless otherwise specified in a Module. Except for ‘click-and-collect’ Orders, all Orders must be packaged in opaque, sealed and unbranded packaging.
    4. Our Packaging Materials. We may provide you with Packaging Materials, to be used in accordance with our instructions ( Our Packaging Materials ). You acknowledge and agree that we retain title in Our Packaging Materials at all times, and at no time do any ownership rights transfer to you. You agree to only use Our Packaging Materials where we have requested you do so as part of the Order and where compliant with any applicable Laws.
    5. Marketing Materials. You acknowledge and agree that marketing materials may only be included in Packaging if explicitly set out in an Order. No other marketing materials may be included. Nothing in this Agreement precludes you from including inside the Packaging:
      1. Consumer Medicines Information;
      2. any information required to ensure the efficacy of medication;
      3. other information required to ensure Patient safety; and/or
      4. other information required to comply with your regulatory obligations.
  9. DELIVERY
    1. You acknowledge and agree that all Orders will be delivered with the Delivery Method selected by the Customer and set out in the Order.
    2. You acknowledge and agree that it is your responsibility to ensure the Delivery Method complies with applicable Law, regulations and professional requirements for delivery of the Product, including any recipient verification requirements.
    3. Where you determine that the Delivery Method selected by the Customer is not suitable, you must immediately notify us. We will then advise you if the Order is cancelled, or whether you should use an alternative Delivery Method.
    4. Where Delivery Method is ‘click-and-collect’, you will only give the Order to the Patient or, where allowed by regulations, their carer or agent. You are responsible for appropriately identifying the recipient and only marking the Order as “collected” when it has actually been collected by the correct recipient.
    5. Where the Delivery Method is not ‘click-and-collect’, you must mark the package as “ready for delivery” in our Portal and pass the Package to the Delivery Partner.
    6. You acknowledge and agree that it is your responsibility to review and comply with, and ensure Delivery Partners comply with all applicable Laws, regulations and professional requirements for delivery of the Product, including any verification requirements.
    7. Without limiting any provision of this Agreement, you agree to provide us with reasonable notice as to any matter which may change the nature, scope or timing of the delivery of the Products.
  10. RETURNS
    1. Should a Customer request a refund or to return the Product, the Customer will send you the Product the subject of the complaint with a description of the fault. The Customer may request the refund or return by contacting you, or by contacting us (in which case we will promptly notify you).
    2. You agree to assess the Customer’s complaint in accordance with all applicable Laws (including the Australian Consumer Law). You will be solely responsible for providing a replacement, refund, or any other lawful remedy to the Customer directly.
    3. At our discretion, we may assess and refund or replace an Order for a Customer who has lodged a complaint with us. If this is the case, where the Customer has been provided with a replacement, refund, or any other remedy by us in relation to the Products due to you (or your Personnel):
      1. not fulfilling the Customer’s Order correctly;
      2. damaging the products in the Order;
      3. providing the Customer with incorrect or missing products; or
      4. not packaging the Order correctly,
      you agree to reimburse us for the costs we incur as a result of your breach of this clause 10.3, including the cost of any replacement products, delivery costs, and any other reasonably incurred loss.
  11. TITLE AND RISK
    1. Title to the Products the subject of an Order will pass to the Customer on payment, in full, by the Customer for that Product.
    2. Subject to the terms of this Agreement, risk in the Products the subject of an Order will pass to the Customer:
      1. for ‘click-and-collect’ Orders, at the time the Product is handed to the Customer or their agent; or
      2. for all other Orders, at the time the Product is delivered to the Delivery Location. provided that the Customer does not reject the Product (in which case and at which time, risk reverts back to you).
    3. In the event the Order can’t be delivered, or is rejected by the Customer, you must assess each return in accordance with your obligations under the Australian Consumer Law and any other applicable Laws.
  12. PAYMENT TERMS
    1. At the end of each week (or more frequently at our discretion) we will:
      1. provide you with a report setting out the Order Lines you have fulfilled in the preceding week, including the Products and the Product Price for each Order Line; and
      2. send you an invoice setting out the Agency Fees and Payment Processing Fees you owe us for the immediately preceding period.
    2. Unless otherwise agreed by the Parties in writing, you agree that we may set-off or deduct from any monies payable to you under this Agreement:
      1. any amounts which are payable by you to us (whether under this Agreement or otherwise); and
      2. any amounts which are payable by you to our Group Companies,
      and we will pay you the balance (if any) within 14 days.
    3. You direct us to pay the Price and any other amounts payable under this Agreement to any Group Companies nominated by us (provided an amount is payable by you to that relevant Group Company), unless otherwise agreed by both of us in writing.
    4. You agree that our obligation to pay the Price and any other amounts due under this Agreement, is satisfied on payment of those amounts to any Group Company nominated by us (including by way of set-off) in accordance with clause 12.3
    5. Subject to clause 12.4, you agree that we may make payment for all amounts due to you to the bank account nominated in:
      1. the Master Service Agreement; or
      2. any Banking Information Collection Notice you subsequently completed.
      In the event that more than one of these documents has been completed, the most recent will prevail.
  13. YOUR RESPONSIBILITIES
    1. You agree to (and you agree to ensure that your Personnel):
      1. process Orders on the terms set out in this Agreement and in accordance with all Laws;
      2. fulfil your obligations to Customers and Patients in accordance with all Laws and industry best practice;
      3. if applicable, deliver the Products to the Customer directly or through our Delivery Partners on the terms set out in this Agreement;
      4. as reasonably required, to keep us updated as to your stock levels for the Products;
      5. if you receive an Order with an electronic prescription that includes a repeat prescription, you will send us the repeat prescription token;
      6. if you receive an Order with a paper prescription that includes a repeat prescription, you will send us the repeat prescription token and keep the paper repeat prescription on file, so our Customer can purchase the repeats from you in future orders without providing another prescription;
      7. provide the Customer Pharmacy Services within the timeframes and budgets as may be advised by us, from time to time;
      8. not commit any act or omission, directly or indirectly, which may bring us (or our goods or services, Personnel, Customers or Group Companies) or our commercial partners into breach of any Law or the subject of any Liability;
      9. comply with the provisions of this Agreement and all applicable Laws (including all applicable Employment Legislation and Work Health and Safety Legislation);
      10. comply with all applicable guidelines, codes and policies developed by the Pharmacy Board of Australia;
      11. provide or assign to us the benefit of any third party warranties that you obtain or receive in connection with the Services;
      12. comply with all applicable Laws, regulations and reasonable and lawful directions (from us, a manufacturer, a supplier or other relevant person) related to the handling and storage of the Products;
      13. promptly provide us with all information in connection with the Services and this Agreement that we may reasonably request;
      14. promptly provide us with any information that affects, or may reasonably affect, us, our goods or services, our Personnel, Customers or Group Companies upon becoming aware of such information; and
      15. use your professional expertise to ensure that any Products you dispense are safe and appropriate to be dispensed and used by a Patient.
  14. WARRANTIES AND REPRESENTATIONS
    1. You represent, warrant and agree that:
      1. you are registered as a pharmacist with the Pharmacy Board of Australia;
      2. Pharmacy is registered as a pharmacy with the relevant state regulatory authority, as required by Law in the state in which you operate;
      3. you have not relied upon any warranty, representation, statement or documentation made or provided by or on behalf of us, except as expressly provided in this Agreement;
      4. you have full legal capacity, right, authority and power to enter into this Agreement, to perform your obligations under this Agreement, and to carry on your business;
      5. no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event;
      6. this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;
      7. you are not aware of any actual or potential conflict of interest, and the execution and performance by you of this Agreement does not conflict with any Law or any other instrument binding on you;
      8. you (and your Personnel) are our independent contractors, are not our employees;
      9. in relation to the Products that you agree to supply to the Customer, the Products will be:
        1. for Prescription Scheduled Products, in accordance with any Prescription supplied to you by us on behalf of a Customer;
        2. of merchantable quality;
        3. free from defects;
        4. new and free from encumbrances; and
        5. manufactured and supplied in accordance with, and comply with, all relevant Laws, standards (including any applicable Australian or international standards) and industry codes.
      10. you:
        1. (and your Personnel) are not entitled to the benefit of any policies of insurance that we may hold;
        2. agree to effect and maintain (at a minimum) all required insurance; and
        3. on request, agree to provide us with evidence sufficient to enable us to confirm your compliance with this clause 14(j);
      11. you (and you will ensure, at your own cost, that your Personnel):
        1. hold all qualifications, certifications, permits, approvals, licences, accreditations, visas and other things required to provide the Customer Pharmacy Services;
        2. have attended and satisfactorily completed all training as provided or required by us, or as is necessary to access and use the Platform;
        3. if applicable, are legally entitled to work in Australia; and
        4. if applicable, are accurately remunerated for all work performed in accordance with all applicable Laws.
      12. your Personnel are, and at all times will remain, employed or engaged by you, and nothing in this Agreement gives rise, or is intended to give rise, to you or your Personnel being our employee, partner, joint venture party or agent;
      13. if applicable, you have a valid ABN which has been advised to us; and
      14. if applicable, you are registered for GST purposes.
  15. INTELLECTUAL PROPERTY AND DATA
    1. We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.
    2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.
      3. Your Data
    3. We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data during the Term (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:
      1. supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under these Terms;
      2. diagnose problems with our Services;
      3. improve, develop and protect our Services;
      4. send you information we think may be of interest to you based on your marketing preferences;
      5. perform analytics for the purpose of remedying bugs or issues with our Platform; or
      6. perform our obligations under these Terms (as reasonably required).
    4. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.
    5. You are responsible for (meaning we are not liable for):
      1. the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and
      2. backing up Your Data.
    6. When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.
    7. If you do not provide Your Data to us, it may impact your ability to receive our Services.
    8. This clause 15 will survive termination or expiry of this Agreement.
  16. CONFIDENTIALITY
    1. Subject to clause 16.2, a Receiving Party must:
      1. keep confidential; and
      2. not use or permit any unauthorised use of,
      the Confidential Information of a Disclosing Party.
    2. Clause 16.1 does not apply where:
      1. the information is in, or comes into, the public domain (other than by a breach of this clause 13 or any other duty of confidence owed by the Receiving Party);
      2. the Receiving Party has the prior written consent of the Disclosing Party;
      3. the disclosure is required by Law;
      4. the disclosure is required in order for the Receiving Party to comply with its obligations under this Agreement; or
      5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Receiving Party ensures the adviser complies with the terms of this clause 16.
    3. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 16. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 16.
    4. Despite anything to the contrary, you consent to us disclosing this Agreement to our Personnel.
    5. This clause 16 will survive termination or expiry of this Agreement.
  17. PRIVACY
    1. The parties agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if each party were an “APP entity” as defined in the Privacy Act 1988 (Cth)) and any other applicable legislation or privacy guidelines that may apply to a Party or the provision of the Services.
    2. We may provide you with access to Customer Information, Customer Details and/or Patient Details where necessary for you to provide the Customer with the Customer Pharmacy Services. You agree to only use such information for the sole purpose of fulfilling Orders for Customers and to keep the information in your possession safe and secure at all times.
    3. This clause 17 will survive the termination or expiry of this Agreement.
  18. LIABILITY
    1. Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
      1. any property loss or damage, or personal injury or loss, arising from or in connection with your provision of the Customer Pharmacy Services;
      2. any breach of Law by you or your Personnel; and
      3. any breach of clause 8 (Packaging), clause 9 (Delivery), clause 14 (Warranties and Representations) and clause 17 (Privacy).
    2. Despite anything to the contrary, to the maximum extent permitted by law:
      1. neither Party will have any Liability under or in connection with this Agreement for any Consequential Loss; and
      2. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel).
    3. This clause 18 will survive termination or expiry of this Agreement.
  19. TERM AND TERMINATION
    1. Your Agreement will start on the date you accept the Master Service Agreement ( Effective Date ).
    2. The Agreement will continue for one year from the Effective Date (the Initial Term ) and will automatically renew for successive one year periods (each, a Renewal Term ), unless terminated in accordance with these Terms.
    3. We may suspend your access to our Platform and Services where we reasonably believe there has been any unauthorised access to or use of our Platform or Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate this Agreement and your access to our Portal and our Services will end.
    4. Either Party may terminate these Terms and the Agreement at any time, for any reason, at their sole discretion.
    5. We may terminate these Terms and the Agreement (meaning you will lose access to our Platform and Services) if:
      1. you or your Authorised Users breach these Terms or any terms of the Agreement (including any Modules) and do not remedy that breach within 14 days of us notifying you of that breach;
      2. you or your Authorised Users breach these Terms or any terms of the Agreement (including any Modules) and that breach cannot be remedied; or
      3. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
    6. You may terminate this Agreement if:
      1. we breach these Terms or any terms of the Agreement (including any Modules) and do not remedy that breach within 14 days of you notifying us of that breach; or
      2. we breach these Terms or any terms of the Agreement (including any Modules) and that breach cannot be remedied.
    7. If you sell your pharmacy, or if your licence to operate as a pharmacy is suspended, cancelled or expired:
      1. you will notify us immediately; and
      2. this Agreement will immediately be terminated.
    8. Upon expiry or termination of this Agreement:
      1. we must pay you any Payments for any Order Lines you have fulfilled; and
      2. you must pay us any Agency Fees and Payment Service Fees owed to us in accordance with this Agreement.
    9. Upon termination of this Agreement, we will retain Your Data (including copies) as required by Law or regulatory requirements.
    10. Termination of this Agreement will not affect any other rights or liabilities that we or you may have.
  20. GST
    1. If GST is payable on any supply made under this Agreement, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
    2. If an adjustment event arises in respect of any supply made under this Agreement, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
    3. If the recipient is required under this Agreement to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
    4. The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  21. GENERAL
    1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.
    2. Disputes between Pharmacy and Customers: We encourage Pharmacy and Customers to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Pharmacy and Customers may choose to resolve the dispute through other means, such as mediation. We are not responsible for mediating or resolving disputes between Pharmacy and Customers.
    3. Disputes with Evermed: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting either Party may refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation.
    4. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.
    5. Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
    6. Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.
    7. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.
    8. Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
    9. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.
    10. Notices: Any notice given under this Agreement must be sent as follows:
      1. notices sent by you to us will be sent by email to legal@evermed.com.au; and
      2. notices sent by us to you will be sent by email to the Dispensary Email set out in your Master Service Agreement.
    11. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
    12. Survival: Clauses 6.5, 6.6, 15 (Intellectual Property and Data), 16 (Confidentiality), 17 (Privacy) and 18 (Liability) will survive the termination or expiry of these Terms and the Agreement.
    13. Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.
  22. INTERPRETATION
    1. In this Agreement, unless the context otherwise requires:
      1. a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
      2. a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
      3. a reference to a person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
      4. no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
      5. a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
      6. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
      7. a reference to time is to local time in New South Wales; and
      8. a reference to $ or dollars refers to the currency of Australia from time to time.
  23. DEFINITIONS
      24. In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
      Agency Fee has the meaning given in clause 3.3.
      Agency Services has the meaning given in clause 3.1.
      Agreement means the agreement formed between the Parties consisting of these Terms, any Modules you select, any Special Conditions, the Schedule of Fees and the Master Service Agreement.
      AHPRA means Australian Health Practitioner Regulation Agency.
      Authorised Users means any of your Personnel which have access to our Portal and represent your Pharmacy (irrespective of whether they have their own log in details).
      Confidential Information includes information which:
      1. is disclosed to the Receiving Party in connection with this Agreement at any time;
      2. is prepared or produced under or in connection with this Agreement at any time;
      3. relates to the Disclosing Party’s business, assets or affairs; or
      4. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
      whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
      Consequential Loss includes any consequential, indirect or special loss, including any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
      Consumer Medicines Information or CMI means any document that contains information on the safe and effective use of the Products.
      Customer means an individual who submits an Order for Product(s), via our Platform, either directly or through an agent operating on their behalf. A Customer may be the Patient, their carer or their agent.
      Customer App means the application we make available to Customers.
      Customer Pharmacy Services has the meaning given in clause 5.2.
      Delivery Location means the place specified in the Order where the Products are to be delivered to.
      Delivery Methods means the Delivery Partner and service selected by the Customer (or their carer or agent) and indicated in the Portal.
      Delivery Partner means the couriers that deliver packages related to Orders. Delivery Partners may include Australia Post, StarTrack, DoorDash, Uber and other third party couriers.
      Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
      Employment Legislation means all applicable employment legislation, including that legislation which is applicable in the location in which the Services are provided by you.
      Group Company means us and our “related bodies corporate” as that term is defined under the Corporations Act 2001 (Cth) .
      Insolvency Event means any of the following events or any analogous event:
      1. a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
      2. a Party ceases, or threatens to cease, carrying on business;
      3. a Party is unable to pay the Party’s debts as the debts fall due;
      4. any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business; any step is taken for a Party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
      5. any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business.
      Intellectual Property means any domain names; know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
      Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
      Invoice means a tax invoice as that term is defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
      Laws means all applicable laws, orders, judgments, rules, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Services.
      Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
      Listed Price means the price for each Product set out on the Portal or an Order as amended from time to time.
      Module means additional terms and conditions which apply to the commercial relationship between the Parties as selected by you in the Portal.
      New Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property) developed, adapted, modified or created by or on behalf of either Party or their respective Personnel in connection with this Agreement or the provision of the Services (including any deliverables), but excluding Our Materials and Your Materials.
      Non-prescription Scheduled Products means Scheduled Products that may be supplied by pharmacists that do not require a valid prescription.
      Order has the meaning given in clause 6.1.
      Order Line has the meaning given in clause 6.3.
      Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services (including Intellectual Property), owned, licensed or developed by or on behalf of us or our Personnel.
      Packaging has the meaning given in clause 8.3.
      Packaging Materials means and materials, including inner or outer packaging, boxes, bags etc used to package an Order.
      Packaging Requirements means any packaging requirements advised to you by us from time to time, and may include supplier branding and supplier packaging requirements.
      Patient means the person for whom an Order Line is intended. In the case of an Order Line for prescription medication, the Patient is the subject of care on the prescription.
      Payment Processing Fees has the meaning given in clause 4.2.
      Payment Processing Services has the meaning given in clause 4.1.
      Personal Information has the meaning given in the Privacy Act 1988 (Cth).
      Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.
      Platform means our Portal and all other applications or software that we use to provide the Services.
      Portal means the website which provides you with Order information and other functionality in connection with the relationship between the Parties. The Portal can be found at https://www.evermed.com.au/portal/ or an alternative web address as notified to you from time to time.
      Prescription means any form of prescription for a Scheduled Product accepted by community pharmacies in Australia for the supply of medication. For the avoidance of doubt, each Scheduled Product and each repeat of a Scheduled Product is a separate Prescription so that, for example, if a Patient is prescribed 30 days of medication with five repeats, this would be considered six Prescriptions.
      Prescription Scheduled Products means Scheduled Products that may be supplied by pharmacists in accordance with a valid Prescription.
      Price means the amount payable to you for each Product in accordance with the agreed Product Price minus the Agency Fee and the Payment Processing Fee.
      Privacy Policy means the Evermed Privacy Policy available at https://www.evermed.com.au/privacy-policy, as updated by us from time to time.
      Product means any item sold by any pharmacy in Australia.
      Product Price means the price for a Product as set out in the Listed Price or the Promotional Pricing.
      Promotional Price means any price for a Product which is lower than the Product Price displayed in our Portal as mutually agreed by the Parties and evidenced in writing (or any other process mutually agreed by the Parties).
      RCTI means Recipient Created Tax Invoice which is generated by us on behalf of you.
      Receiving Party means the party receiving Confidential Information from the Disclosing Party.
      Schedule 2 means any Scheduled Product that is classified as Schedule 2 in the Uniform Scheduling of Medicines and Poisons in accordance with the Therapeutic Goods Act 1989 (Cth).
      Schedule 3 means any Scheduled Product that is classified as Schedule 3 in the Uniform Scheduling of Medicines and Poisons in accordance with the Therapeutic Goods Act 1989 (Cth).
      Schedule 4 means any Scheduled Product that is classified as Schedule 4 in the Uniform Scheduling of Medicines and Poisons in accordance with the Therapeutic Goods Act 1989 (Cth).
      Schedule 8 means any Scheduled Product that is classified as Schedule 8 in the Uniform Scheduling of Medicines and Poisons in accordance with the Therapeutic Goods Act 1989 (Cth).
      Schedule of Fees means the list of fees and prices applicable to you which is available on our Portal or on the website at https://www.evermed.com.au/portal/pharmacy/fees.
      Scheduled Products means any Product that is classified as scheduled medicines and poisons under the Standard for the Uniform Scheduling of Medicines and Poisons in accordance with the Therapeutic Goods Act 1989 (Cth).
      Sensitive Information has the meaning given in the Privacy Act 1988 (Cth).
      Services means our Agency Services, Payment Processing Services and Platform Service.
      Special Condition s means any additional terms and conditions that the Parties agree to in writing.
      Third-Party Sites means third-party websites or technology platforms linked to from evermed.com.au.
      Unscheduled Products means any Product that is not classified as scheduled medicine or poisons under the Standard for the Uniform Scheduling of Medicines and Poisons in accordance with the Therapeutic Goods Act 1989 (Cth).
      Work Health and Safety Legislation means all applicable work health and safety legislation, including that legislation which is applicable in the location in which the Services are provided by you.
      Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Effective Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.
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