Terms and Conditions
Terms and Conditions
Version 2.0 last modified on 12th December 2014
1. Important Information
1.1 This page sets out the terms and conditions upon which Pristan Holdings Pty Ltd (Hereinafter known as “Suppliers2pharma, Suppliers2pharma's, We, Our”) will provide services to its customers (Hereinafter known as "The Customer/’s, User, You, Your"). The Terms and Conditions agreed to form an agreement which creates important legal rights and obligations upon Suppliers2pharma, as well as The Customer. The Customer must agree to these Terms and Conditions prior to use.
1.2 Suppliers2pharma reserves the right to change the Terms and Conditions at any time without prior notice. All current terms and Conditions for Suppliers2pharma services will be available on the Suppliers2pharma website.
1.3 Suppliers2pharma will post notice any changes to Terms and Conditions online. Customers are responsible for ensuring they read all updates to Terms and Conditions.
In Suppliers2pharma’s Terms and Conditions, the following words and phrases have the following meanings:
2.1 Business Day refers to the days the business operates for Support Services. This is typically Monday to Friday, unless deemed a public holiday in the state of New South Wales, or for circumstances where Force Majeure applies.
2.2 Commencement Date means the date that The Customer set up an account or from the date The Customer purchased a Suppliers2pharma service online.
2.3 Content means data, information, images, and all other content that The Customer receives and sends via Suppliers2pharma.
2.4 Fees means:
a. Fees for Suppliers2pharma Services as appearing on our website and/or promotional material updated from time to time, and
b. Any other fees The Customer and Suppliers2pharma agree upon at Suppliers2pharma’s prevailing rates for other Services.
2.5 Force Majeure means a circumstance beyond the reasonable control of Suppliers2pharma, which results in Suppliers2pharma being unable to observe or perform on time an obligation in our Terms and Conditions, including:-
(a) Acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires, power supply disruptions (howsoever caused), internet downtime and any natural disaster;
(b) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; and
(c) industrial action or strikes.
2.6 Services refer to the Suppliers2pharma services provided by Suppliers2pharma including but not limited to Suppliers2pharma advertising packages in effect at the time of purchase.
2.7 Support Services refer to the support provided by Suppliers2pharma to use its available Services, otherwise as described on the Suppliers2pharma website.
2.8 System Maintenance Time means the time that Suppliers2pharma is inaccessible for reasons of systems maintenance, improvement, or upgrading.
3.1 In this Agreement, unless the contrary intention appears:-
(a) words in the singular number include the plural and vice versa;
(b) words importing a gender include any other gender;
(c) a reference to a person includes bodies corporate and unincorporated associations and partnerships;
(d) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
(e) a reference to a party includes its successors and assigns (where permitted);
(f) a reference to the any schedule includes a reference to any part of that schedule which is incorporated by reference;
(g) the recitals to this Agreement do not form part of the Agreement;
(h) monetary references are references to Australian currency.
(i) any references to GST, refers to the statutory rate of Goods and Services Tax (GST) in Australia, currently 10%.
3.2 If any term, covenant, clause or condition of this Agreement, or the application of it to any person or circumstance, is deemed to be invalid or unenforceable, the remaining terms, covenants and conditions will not be affected and will be valid and enforceable.
4. Term and Termination
4.1 This Agreement is valid upon the commencement date of the provisioning of a Suppliers2pharma service account. The Agreement will continue until terminated at any time by either party in the form of written notice.
4.2 The Agreement can be cancelled by Suppliers2pharma at any time without reason for termination. In the event that Suppliers2pharma terminates the account, any remaining prepaid values will be refunded, see Item 11. Refund Policy.
4.3 In the event a Suppliers2pharma service is requested to be terminated by The Customer, the service/s will be cancelled immediately upon this request, with Suppliers2pharma providing a confirmation to The Customer in writing. See Items 10 and 11 regarding Financial Terms and Refund Policy.
4.4 The Customer acknowledges that by requesting to cancel their Suppliers2pharma service/s, they will lose all Suppliers2pharma relevant service account history. The Customer must download copies of all account data including but not limited to invoice history, incoming and outgoing fax and sms history, fax documents and transaction reports if The Customer requires this information.
5.1 Suppliers2pharma Services - In accordance with this agreement, if purchased the Suppliers2pharma Send service, Suppliers2pharma will provide the Services to The Customer by enabling The Customer to construct and post advertising copy relating to The Customer’s business onto the Suppliers2pharma web-site, in the appropriate sub-section(s).
5.2 The Suppliers2pharma advertising service operates on a prepaid credit basis, unless negotiated, see Item 10 Financial Terms. The per credit rate is based on the relevant Prepaid Package/s purchased, unless negotiated.
5.3 Any unused but prepaid Suppliers2pharma advertising does not expire. In the event that The Customer requests the service and/or account to be cancelled, unless requested by The Customer, all remaining send credits will be lost.
5.4 From time to time, Suppliers2pharma may offer a free trial of selected services. The following terms apply:
(a) Details and inclusions of the free trial will be advertised online.
(b) On request of a trial account, The Customer agrees to these Terms and Conditions as set out above and below, however there is no obligation to purchase any services.
(c) A free trial is available for a potential customer to legitimately trial the Suppliers2pharma services. Suppliers2pharma reserves the right to cancel a free trial at their discretion, if they deem the use of the service/s to be illegitimate.
6. Service Delivery Time
6.1 Once Suppliers2pharma receives a completed Suppliers2pharma account form or online account setup is completed; and where relevant, the payment is successfully processed; Suppliers2pharma will provision the relevant service/s within these time frames:
(a) Suppliers2pharma Advertising- If purchased online, the Prepaid Suppliers2pharma advertising service will be activated immediately after payment is successful for the selected package. For all other Suppliers2pharma services, activation will occur during business hours, within 2 business days.
7. Support Services
7.1 Suppliers2pharma will provide Support Services during usual business hours between 8.30am and 5.30pm EST on Business Days.
7.2 Support Services will be provided via the website and email.
7.3 Free Support Services are limited to "How To" questions on product usage. Other Support Services may attract fees. At all times The Customer will be notified prior to any fees being charged to The Customer.
7.4 When it is reasonably practicable under the circumstances, Suppliers2pharma will provide The Customer prior notice of any system maintenance time, the time of its commencement, and likely duration.
7.5 In the event of any service outage, Suppliers2pharma will restore the Services as soon as is reasonably practicable.
7.6 The Customer acknowledges that it is impossible to maintain flawless security, but Suppliers2pharma will take reasonable steps to prevent security breaches in Suppliers2pharma services.
Clauses 8 and 9 – Left Blank intentionally
10. Financial Terms
10.1 All prices are inclusive of the statutory rate of Goods and Services Tax (GST), currently 10%.
10.2 See current Suppliers2pharma pricing online. Pricing may change at any time without any prior notice. Any changes to pricing will occur on future charges, not retrospectively (previous charges). Any pricing changes will be posted online on the Suppliers2pharma web-site.
10.3 Suppliers2pharma prepaid packages must be prepaid using a credit card via the Customers online account, unless negotiated. See website for details.
10.4 Suppliers2pharma post-paid accounts are approved at management’s discretion. Post-paid invoiced accounts will incur a monthly administration fee of $11. Invoices for Suppliers2pharma post-paid accounts are generated monthly for the previous calendar months advertising usage.
10.5 All Suppliers2pharma post-paid services incur standard payment terms of 14 days from date of invoice. A late fee will apply to invoices not paid within these terms. The Customer agrees to pay all late fees applied on the Customer’s overdue account. In the event that the Customer’s account remains unpaid and is forwarded to our debt collection agency, the Customer agrees to pay all costs associated with the debt collection.
10.6 The following financial terms are applicable to the Suppliers2pharma Receive service:
(a) Monthly Billing (Credit Card Only): The service is paid in advance. The first payment will show a pro-rata charge for the remainder of the calendar month. Monthly charges occur on the first business day of each calendar month and will be automatically charged to your credit card.
(b) Annual Billing (Credit Card): This service is paid in advance. Subsequent annual charges will occur on the first business day of the month the renewal is due.
(c) Invoiced Accounts: Prepaid invoiced accounts are available for annual billing or shorter periods where the Suppliers2pharma service invoice amounts are greater than $110.
10.8 When payments for Suppliers2pharma are accepted via our website online credit card processing facility, all online transactions are processed via a secure site.
10.9 Suppliers2pharma will at no time ask you to provide credit card details via email.
11. Refund Policy
11.1 In the event that The Customer has a change of mind, incorrectly purchases or no longer requires the Suppliers2pharma service/s, the following policies for refund apply:
(a) Prepaid Suppliers2pharma pre-paid advertising- No refund will apply to any prepaid Suppliers2pharma advertising packages, used or unused.
(b) Monthly Prepaid Suppliers2pharma Receive Service- No refund will apply to any initial setup fee, the first, past months or current months prepaid Suppliers2pharma advertising.
(c) Quarterly/Annual Prepaid Suppliers2pharma Receive Service- On request, all future remaining prepaid months of the Suppliers2pharma advertising service will be refunded to the bank account details provided by The Customer. No refund applies to any initial set up fees or the first, past or current months prepaid Suppliers2pharma advertising service.
11.2 In the event that an account is terminated, where a refund is applicable, Suppliers2pharma will refund any amounts to the credit card on file or for invoiced accounts, the nominated bank details provided.
11.3 Subject to Clauses 11.1 and 11.2, if the bank details provided by The Customer are incorrect, Suppliers2pharma will deduct an administration fee of $11 per transaction rejection from the remaining refundable amounts.
12. Customer Responsibilities
12.1 The Customer agrees not to use the Service for any other purpose than that for which it is intended.
12.2 The Customer warrants that the content of their directory listing and advertising copy will not infringe the copyright or other intellectual property rights of another person or company.The Customer must not disseminate through the services any content that is:
(a) abusive, harassing or obscene,
(c) illegal in Australia,
(d) illegal in any country to which the dissemination occurs,
(e) harmful code, or,
(f) defamatory or offensive.
12.3 The Customer is responsible for ensuring that all directory listing and advertising content using the Suppliers2pharma services are compliant with the relevant legislation applicable.
12.4 Suppliers2pharma may suspend access to the Service for a particular period or may terminate the Agreement immediately upon giving notice if The Customer uses the Service:
(a) unlawfully; or
(b) in contravention of a relevant industry or government code: and or
(c) which breaches Item 12.2 above.
12.5 The Customer agrees that The Customer is solely responsible for implementing The Customer’s own procedures to satisfy The Customer’s own requirements for accuracy of content, including the performance of necessary reviews before amending text or advertising copy.
12.9 The Customer agrees that they are solely responsible for implementing their own procedures to satisfy their own requirements for accuracy of information management, archiving and backup of directory listing content or advertising copy. In the event that The Customer fails to manage the information, Suppliers2pharma does not guarantee that the lost information can be recovered.
12.9.1 In the event that The Customer requires the recovery of information for The Customer, if the information is recoverable, fees and charges will apply. Contact Suppliers2pharma for relevant quotes.
12.9.2 It is the responsibility of The Customer to safeguard their login details and account access. Suppliers2pharma accepts no responsibility for fraudulent access to The Customers Suppliers2pharma online account.
13. Exclusion and Limitations of Liability
13.1 The Customer agrees to indemnify and hold harmless Suppliers2pharma, its subsidiaries, affiliates, officers, agents and employees from and against any action, claim, loss, damage, cost, expense (including reasonable legal fees) or other liability arising out of or otherwise in connection with the provision of the Service.
13.2 To the extent permitted by law, The Customer understands and agrees that the Service is provided on an "as is" basis. The Customer will use all Suppliers2pharma services at their own risk.
13.3 The Customer is Item 12 above. The Customer is to exempt Suppliers2pharma from third party claims for compensation for damages should The Customer’s directory listing or advertising content be unauthorised by an appropriate employee, officer or director of the company.
13.4 The Customer acknowledges that Suppliers2pharma have not made any representations or warranty’s that are not expressly contained in Suppliers2pharma’s Terms and Conditions.
13.5 The Customer must not rely upon any statement or representation by Suppliers2pharma or on Suppliers2pharma’s behalf that is not expressly contained in the terms and conditions Suppliers2pharma set.
13.6 If any condition or warranty is implied into this Agreement by the Trade Practices Act 1974 (Cth), the various Fair Trading Acts or any other applicable legislation for the time being in force which cannot be excluded by this agreement, the liability of Suppliers2pharma for breach of any such implied condition or warranty shall be limited, at the option of Suppliers2pharma, to the re-supply of the Service or the payment of the costs of having the Service supplied again.
13.7 The Suppliers2pharma Agreement is governed by and to be construed according to the law of New South Wales, Australia.
13.8 The place of jurisdiction shall be the court having jurisdiction where Suppliers2pharma has its main office. In the event that one of the above points should be ineffective, the remaining points shall retain their validity.
14. Confidentiality and Privacy
14.1 Suppliers2pharma shall not disclose to third parties nor use for any purpose other than for the proper fulfillment of the purpose of this Agreement any information or content received from The Customer in whatever form under or in connection with this Agreement without the prior written permission of The Customer.
14.2 The above mentioned limitations shall not apply to Information which:
(a) was in the possession of Suppliers2pharma prior to disclosure hereunder as proven by the written records of Suppliers2pharma; or
(b) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or
(c) was disclosed by a third party without breach of any obligation of confidentiality owed to The Customer; or
(d) was independently developed by personnel of Suppliers2pharma.
14.3 Suppliers2pharma will not sell the Content or Information of The Customer to any person.
14.4 Where reasonably possible, Suppliers2pharma will ensure all personal customer information, account data and credit card details are kept in a secure location.
14.5 This Clause 14 does not prevent Suppliers2pharma from disclosing the existence of this Agreement to third parties for the purposes of marketing to customers and potential customers.
15. Variation of Agreements
15.1 Suppliers2pharma may vary any term of this Agreement at any time. Notification of any variation will be posted within online, within the Services or via Email notification.
15.2 If The Customer does not agree to be bound by the variation, The Customer may by written notice to Suppliers2pharma, terminate this Agreement before the notified variations take effect.