Last updated: 2 July 2021
These terms apply to your access to and use of Healthera’s Pharmacy Essentials on www.healthera.co.uk and our mobile app (the Platform). This service is provided by Healthera or us (Healthera Ltd company number 09609198). Healthera Ltd’s registered address is St John’s Innovation Centre, Cowley Road, Cambridge CB4 0WS.
By activating the Pharmacy Essentials service or by accepting a ‘Pharmacy Essentials order on the Platform you confirm that:
- You have authority to do so and to bind the person or company you are accepting for.
- You accept our offer to provide the Pharmacy Essentials Service on these terms.
- You agree to and will comply in full with these terms.
This forms a contract between you and Healthera, which commences on the later of the date of your acceptance and the date on which you have completed Healthera’s onboarding checks from time to time to Healthera’s satisfaction. You should save a copy of these terms for your records. We may make changes to these terms, so check back here from time to time. We’ll notify you of material changes before they happen. If you access or use the Pharmacy Essentials Service after being notified of a change, you’re deemed to have accepted that change.
Your existing Subscription with Healthera will continue in full force and effect for your Subscription Term, and our standard Pharmacy Terms & Conditions found https://www.healthera.co.uk/pharmacy-terms will continue to apply.
You can procure other services (e.g. Paid Prescription Delivery) from Healthera by agreeing and entering into a separate contract with us. Each additional contract entered into by you and Healthera shall form a separate agreement.
If you have questions about these terms or our Pharmacy Essentials Service please contact us through Healthera Connect by using Live Chat or emailing email@example.com.
If we need to contact you, we’ll do so via the email address you have provided to us.
What is Pharmacy Essentials
Through its Pharmacy Essentials Service, Healthera will provide you with an online ordering process that enables App Users to purchase over-the-counter drugs and other non-prescribed products with you for delivery on the Platform in the UK, either on their own or together with repeat prescriptions (Pharmacy Essentials Orders) from the site/s that you have chosen and we that have agreed to provide Pharmacy Essentials Services to (the Sites). The Pharmacy Essentials Orders will be delivered by your own fleet of delivery drivers (Drivers). We may agree to amend the Sites from time to time.
By signing up to Pharmacy Essentials Service, you authorise Healthera to act as your agent to solicit, promote and conclude contracts for Pharmacy Essentials Service orders in your name and on your behalf, and to collect customer payments owed to you in respect of those orders.
A Delivery Charge will be charged to App Users with each Pharmacy Essentials Order, irrespective of whether they are exempted under other models. The Delivery Charge is equal to the Net Delivery Charge, which is decided by you, plus our Delivery Service Charge.
For Pharmacy Essentials Orders that don’t contain Non-Vatable prescription items, the Delivery Charge will be inclusive of VAT. For Pharmacy Essentials Orders that do contain Non-Vatable prescription items, 50% of the Delivery Charge will be inclusive of VAT.
In the event that you are currently offering Paid Prescription Delivery, the Net Delivery Charge and Delivery Service Charge will automatically apply for Pharmacy Essentials Orders and will be exempted from VAT.
Pharmacy Essentials Platform Fees
Your use of Pharmacy Essentials Service is subject to our applicable service fee from time to time. Our service fee is calculated as 8% of GMV (inclusive of VAT) per order (the value of all Pharmacy Essentials items within the order, which does not include the Delivery Charge or any prescription payments), plus VAT at the prevailing rate (Pharmacy Essentials Platform Fee).
For each order you will receive an amount equal to the GMV for your Pharmacy Essentials Orders plus the Delivery Charge, less the Pharmacy Essentials Platform Fee, our Delivery Service Charge, and the standard Transaction Fees charged by Stripe Connect.
You will receive payments from Stripe Connect in accordance with our payment terms applicable from time to time. We’ll make this payment by electronic bank transfer to the bank account you have nominated. You must cooperate with us so that we can comply with our VAT accounting obligations.
What we will do
- We will onboard you onto the Pharmacy Essentials Manager Platform. You agree that we may subcontract part of the onboarding process.
- We will, subject to our rights to suspend your use of Pharmacy Essentials Service under these terms, display your site/s and catalogue items on the Platform as available for Pharmacy Essentials Orders.
- We will facilitate and implement an online ordering process which will enable App Users to place and pay for Pharmacy Essentials Orders on the Platform (Pharmacy Essentials Services).
- We will maintain a master list of products from the top-selling non-prescribed products in the UK (Master Catalogue).
- Provide support services for pharmacies and App Users to monitor the live status of orders and deal with technical enquiries relating to Pharmacy Essentials Orders (Customer Support Service) through a professionally manned contact centre at no further cost to you.
- Assess requests for additional products to be added to the Master Catalogue and add them if appropriate.
What you must do
Onboarding and set-up
- Complete your Stripe Connect account to receive payments from App Users.
- Provide all information, materials and assistance reasonably required by Healthera to onboard you to launch Pharmacy Essentials Service for you. You must ensure that the information you provide to Healthera and App Users in or in respect of your use of Pharmacy Essentials Service is complete and accurate in all material respects.
- Cooperate with setting up your initial Product Catalogue on the Pharmacy Essentials Manager by selecting items from Healthera’s master list of products (Master Catalogue)
(a) We may make limited and reasonable edits to Master Catalogue item descriptions from time to time (including where legally required), and maintain full discretion on the products to be included in the Master Catalogue;
(b) You are responsible for setting your own prices for items in your catalogue. We will provide a Recommended Retail Price for reference but it is by no means a directive to how much you choose to set prices for.
- Display any point of sale material provided by Healthera in accordance with our instructions.
- You are responsible for setting the Net Delivery Charge that consumers pay for delivery and the delivery radius within which your drivers will deliver Pharmacy Essentials Orders.
Use of Pharmacy Essentials Service
- Keep your catalogue up to date - by giving us at least three days’ notice of changes you require us to make for you or by making your own changes through Catalogue Manager.
- Ensure that all relevant catalogue items are available to be ordered by a App User during your opening hours, and accept and reject Pharmacy Essentials orders as appropriate.
- Ensure that Pharmacy Essentials Orders are prepared using all due skill, care and diligence in line with best practice in your industry.
- Ensure that Pharmacy Essentials Orders are sealed (in appropriate) and unopened in their original package.
- Prepare Pharmacy Essentials Orders promptly, accurately and in accordance with the timescales communicated via the Platform. In particular, you must ensure that catalogue items:
(a) correspond with the exact descriptions on the Platform;
(b) are safely, securely and appropriately packaged at all times (including as reasonably required to withstand delivery); and
- Ensure that your Drivers deliver the orders to the address specified in a professional manner.
- Use reasonable endeavours to keep items in your Product Catalogue in stock and reject less than 1% of Pharmacy Essentials Orders received through the Platform.
- Use reasonable endeavours to ensure that Pharmacy Essentials Orders are delivered within Customer’s chosen time slot.
- Use reasonable endeavours to ensure that no more than 1% of Pharmacy Essentials Orders contain errors.
- Accept new Pharmacy Essentials Orders within 2 working hours of the Order being placed. At the time of placing a Pharmacy Essentials Order, the Customer can choose a time slot up to 2 hours prior to its start. Check the Healthera Connect platform at least 6 times a day to ensure that no Orders are missed.
- Ensure that each Pharmacy Essentials Order is moved to Ready before the time slot starts so that the Customer is notified of its status.
- If a Pharmacy Essentials Order is bundled with repeat prescription items, use reasonable endeavours to ensure the Order is processed within 4 days from when the Order was placed. If there is a factor outside of your control such as a delay with the GP, please contact the GP and flag the order to notify the Customer of the delay.
- You should be available to process Orders for 98% of your opening hours on the Platform.
- Under legislation you are required to review a Customer’s request to cancel an Order up to 14 days after their Order is delivered. You may use your best judgement and assess the safety and suitability of receiving a returned Order on a case-by-case basis, and you have full discretion on the decision. You will remain liable for all costs and fees incurred relating to the Order in case you approve of a return.
- In case a missing, incorrect, faulty, or expired item is supplied to the Customer, you are responsible for rectifying the error at the earliest time possible by offering the correct item free of additional charge or by offering a refund.
- Maintain the security and confidentiality of any access credentials we provide to you at all times. You are responsible for the actions of any person using your access credentials.
- Comply with all applicable laws and licensing, registration and approvals requirements at all times, and any and all Healthera policies made available to you from time to time.
- Without prejudice to your general obligation above, you warrant that you have not and will not do anything that breaches any applicable code and/or sanction relating to the prevention or prohibition of bribery, money laundering and similar activities. You must immediately notify Healthera if you become aware of any breach of this clause.
- Without prejudice to your general obligation above, you shall comply, and procure that all of your employees, contractors, agents and representatives comply, with applicable anti-slavery laws, as relevant to your use of Pharmacy Essentials Service and your fulfilment and delivery of Pharmacy Essentials Orders. You must use reasonable endeavours on a continuing basis to ensure that no form of slavery is takes place in your supply chains.
- Cooperate with Healthera and provide, in a timely manner, such assistance and information as Healthera may reasonably require.
All rights, title and interest in and to Healthera Connect, any software we provide for your use and any other materials we provide to you under or in connection with these terms are and shall at all times remain Healthera’s intellectual property (Healthera IP). We grant you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to use the Healthera IP in the country you operate in during the Term for the sole purpose of using the Pharmacy Essentials Service.
You must not (and shall not permit any third party to):
- copy, adapt, reverse engineer, decompile, modify or make error corrections to any Healthera IP other than with our express prior written consent;
- breach, disable, tamper with, or develop or use any workaround for any security measure in any Healthera IP or otherwise do anything that disrupts any Healthera IP, Healthera or any person.
Healthera grants you a non-exclusive, royalty-free, non-sublicensable, non-transferable licence to use Healthera branding, which includes the “Healthera” logo, name and/or website address for the Term in the country you operate in to allow you to advertise Pharmacy Essentials Service at your sites. You must comply with any Healthera policy issued from time to time.
You grant us and our affiliates a non-exclusive, royalty-free licence to use your branding which includes your logos, name and website address(es) for the Term in the country you operate in. You warrant and undertake that your branding does not and will not infringe any third party intellectual property rights. We can use your branding on the Platform, for marketing purposes and as reasonably necessary to provide Pharmacy Essentials Service.
Except for these limited licences:
- Healthera retains ownership of and all rights in and to Healthera branding; and
- You retain ownership of and all rights in and to your branding.
We may collect data about your use of Pharmacy Essentials Service. By using Pharmacy Essentials Service you agree to us collecting and using this information. We may use this information for various purposes, including to improve, maintain, protect and develop our products, and to provide Services to you.
Suspension and termination
We may suspend your use of the Platform on giving you notice if we know or suspect you have breached these terms, or if we otherwise consider suspension reasonably necessary taking account of all relevant circumstances.
We will give you the reasons for the suspension where permitted by law. We will maintain the suspension until you have remedied the breach to our reasonable satisfaction or we no longer consider the suspension necessary in the circumstances.
These terms take effect on acceptance (see above) and continue until terminated by either party giving 30 days’ written notice to the other. If permitted by law and where we consider immediate termination necessary in the circumstances, we may give you written notice to terminate these terms with immediate effect.
SAVE AS SET OUT BELOW, WE EXCLUDE ALL LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE HAVE NO LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT OR SPECIAL DAMAGES OF ANY KIND OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS ARISING OUT OF OR RELATING TO PHARMACY ESSENTIALS SERVICE, ORDERS PLACED BY CUSTOMERS USING PHARMACY ESSENTIALS SERVICE OR THESE TERMS.
PHARMACY ESSENTIALS SERVICE IS OTHERWISE PROVIDED AS-IS. WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO PHARMACY ESSENTIALS SERVICE INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON INFRINGEMENT OF THIRD-PARTY RIGHTS.
Each party shall not at any time during this agreement and for a period of two years after termination of this agreement, use or disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as necessary to perform its obligations or exercise its rights under these terms. A party may disclose the other’s confidential information if required by law, provided it notifies the other in advance where permitted.
These terms are the entire agreement between us in relation to Pharmacy Essentials Service. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.
A delay in enforcing these terms is not a waiver. If part of these terms is found to be illegal or unenforceable, the rest of the terms remain in force. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999. Neither of us will be in breach of these terms or liable for delay in performing, or failure to perform, any of its obligations under these terms if the delay or failure results from events, circumstances or causes beyond our reasonable control.
These terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction in respect of any dispute or claim arising out of or in connection with these terms.
We will each comply with the following with respect to data protection.
- DEFINED TERMS
Controller, Data Subject, Personal Data and processing all have the meanings given to them in DP Laws (and related terms like process have corresponding meanings).
Complaint a notice, complaint or request relating to the obligations of either party under DP Laws that is relevant to the Protected Data.
Data Subject Request a Data Subject’s request to exercise their rights under DP Laws.
DP Laws any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, that applies to the Partner, Healthera and/or the Pharmacy Essentials Service, including (a) any laws or regulations implementing EU Directives 95/46/EC (Data Protection Directive) or 2002/58/EC (ePrivacy Directive); and (b) the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and all relevant Member State laws giving effect to or corresponding with the GDPR, in each case, as in force and applicable.
Protected Data Personal Data received from or on behalf of the Customer for the purposes of placing a Pharmacy Essentials Service order.
Supervisory Authority any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering DP Laws.
- USE OF PROTECTED DATA
We will give you the details of the customer’s Pharmacy Essentials Service order to allow you to process and fulfil it (Order Info). You must not access or use any Order Info for any purpose other than the fulfilment of the Pharmacy Essentials Service order to which it relates in accordance with these terms.
We will also provide access to Protected Data at your request if you reasonably require access to deal with a customer Complaint or respond to a Data Subject Request.
- PROTECTED DATA OBLIGATIONS
The parties acknowledge and agree that, in respect of the Protected Data, each party is an independent controller. Each party shall comply with DP Laws and its obligations under these terms in connection with the access to and use of Protected Data.
Each party may deal at its discretion with all Data Subject Requests and Complaints that it receives directly from a Data Subject or the person making the Complaint.
Each party agrees to provide reasonable and prompt assistance to the other party as necessary to assist the other party to ensure compliance with its obligations under DP Laws and enable the other party to comply with Data Subject Requests and/or respond to other queries or Complaints received from Data Subjects or Supervisory Authorities, in each case related to the Protected Data.
To the extent permitted by law, you must not issue any public statement or notification about Protected Data without first obtaining Healthera’s consent.