TERMS AND CONDITIONS FOR BUYING PRODUCTS AND JUST BROWSING

Welcome to ODE Dermatology Pty Ltd.

In these terms, we also refer to St Gertrude Pty Ltd ABN 85 659 319 552 as “ODE Dermatology”, “our”, “we”, or “us”.

And you are you!

What are these terms about?

These terms apply when you use this website, being www.odedermatology.com and any other websites we operate with the same domain name and a different extension (“Website”).

These terms also apply when you purchase products through this Website (“Products”).

If you’re looking for our Privacy Policy, which we will comply with and you also agree to be bound by, you can find it here www.odedermatology.com

How do I read these terms?

We separated these terms into three parts, so they are easy to read and understand.

Those parts are:

· Part A: Terms for when you buy Products (applies when you buy)

· Part B: Terms for when you browse and interact with this Website (applies when you browse)

· Part C: Liability and warranties, and interpretation provisions (applies to both buying and browsing)

Please let us know if you have any questions about these terms, and don’t continue using this Website or purchase any Products unless you have read and agree to these terms.

I’ve returned to your Website, do I need to read these terms again?

Once you place an Order, the terms accepted at the point of sale will apply to your purchase of those Products. However, please note that we may change any part of these terms at any time by updating this page of the Website, so you may find that different terms apply next time you use this Website or purchase Products. You can check the date at the top of this page to see when we last updated these terms.

Part A For When You Buy Products…

DISCLAIMER

Before you buy any of our Products, please make you read and understand the below.

(a) Be responsible – You acknowledge and agree that you will use and/or consume our Products responsibly and follow any instructions on our Products such as expiry dates. You are responsible for ensuring that you do not consume or use our Products after that date as set out on the packaging of the relevant Product. Failure to abide by such dates may cause illness. You agree that you will check with your medical physician before using our Products, especially if you are pregnant, breastfeeding, injured, feeling ill, or if you are on other medication or not in the right state of mind, including if you have been diagnosed with a medical condition or illness. Always read the labels of the Products and use only as directed. We are not responsible for any loss, damage, liability, expense, claim, injury, illness or death (Loss) associated with our services, your access to this Website, or the purchase or use of our Products if you are misusing the Products.

(b) Not medical advice – You acknowledge and agree that the information contained in our Website, our Products or our services is general educational information and not professional medical advice, and you should not rely on such information as a substitute for medical, health, psychological or professional advice. Our Products are not intended to diagnose, treat, cure or prevent any condition, except where we expressly state that it can be used for that purpose and only if the relevant Product is a ‘registered’ or ‘assessed listed’ medicine with the Therapeutic Goods Administration. Our Products are designed to support, not replace, the relationship between you and your medical practitioner. Any recommendations provided on our Website (including in our blog posts, or articles) are for educational purposes and are based on our experience. Please seek medical advice from a trained medical professional in relation to any medical issues you are experiencing. By not seeking appropriate medical advice, you accept the risk that the information contained in our Products, services and/or on our Website may not meet your specific needs, circumstances or goals.

(c) Results not guaranteed – You acknowledge and agree that you are not guaranteed to achieve any specific personal or medical outcomes or results by using our Products. While the Products are intended to optimise your health, we do not guarantee, warrant or represent that, as a result of using our Product, a specific outcome for you will occur or that that you, will achieve any growth or particular outcome or that any growth or particular outcome will occur at all. You agree to make your own independent assessments and evaluations prior to relying on any information, testimonials, recommendations and advice provided by St Gertrude on this Website or as part of St Gertrude providing you with the Products or services.

(d) Allergic reaction – Our Products may contain allergens. You are responsible for ensuring that all persons who consume or use our Products are aware of the ingredients set out on the labels and do not consume the Products if an allergic or adverse reaction may occur. If you experience a severe allergic reaction or anything out of the ordinary that you are concerned about, please seek medical advice or contact 000 (or the relevant emergency contact number in your country) in case of emergency.

(e) No modifications – You agree that you will not modify our Products. We are not responsible for any Loss associated with modification to our Products.

(f) No misuse– You agree that you will not use our Products if you are pregnant, breastfeeding, injured, feeling ill or are not in the right state of mind, including if you have been diagnosed with a medical condition or illness. We are not responsible for any Loss associated with misuse of our Products.

1 SUBMITTING AN ORDER

(a) By submitting an order for purchase of a Product using the Website’s functionality (Order) you represent and warrant that:

(i) you have the legal capacity and are of sufficient age to enter into a binding contract with us; and

(ii) you are authorised to use the debit or credit card you provide with your Order.

(b) Submitting an Order constitutes your intention and offer to enter into Part A of these terms (including Part C which you agreed to by using this Website) where we will provide you with the Products you have ordered in exchange for your payment of the total amount listed upon checkout.

(c) Part A of these terms is not agreed between you and us until we have approved your payment and you receive an email from us confirming that your order is being processed.

2 ACCOUNTS

(a) You may submit an Order either:

(i) as a guest, or

(ii) through an account by signing up, registering and receiving the account through the Website (an Account)

(b) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.

(c) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up to date.

(d) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

(e) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure to comply with these terms.

3 PRODUCTS

(a) We will endeavor to ensure that the products provided will be substantially the same as the Products displayed on our Website, or as otherwise agreed with you in writing prior to you placing your order. Please note that due to screen display, colour and brightness, and image quality, Products may not exactly match the image on our website.

(b) Until the price of your Products is paid in full, the title in those Products is retained by St Gertrude. Risk in the Products will pass to you on delivery in accordance with clause 6. Delivery must not be refused by you.

(c) You must only use the Products in accordance with the manufacturer’s instructions, including instructions on dosage and method of intake.

4 GIFT CARDS, VOUCHERS, DISCOUNT CODES

4.1 gift cards

(a) We may issue gift cards for use on our website.

(b) Gift cards are valid online at our website and are redeemable through our checkout in accordance with the process set out on the gift card or otherwise communicated to you.

(c) Gift cards are not legal tender, account cards, credit or debit cards or securities. They are not reloadable and cannot be exchanged or redeemed for cash, a discount, or anything else other than our Products.

4.2 vouchers and discount codes

(a) We may provide promotional materials and discount codes offering a discount on the Products (Voucher). To use a Voucher, you will need to enter its code at checkout.

(b) A Voucher cannot be applied retrospectively to an Order. Vouchers are non-transferable and cannot be redeemed for cash or store credit.

5 PAYMENT

(a) All prices are:

(i) per unit (except where indicated);

(ii) in Australian Dollars; and

(iii) subject to change prior to you completing an Order without notice.

(b) (Payment obligations) Unless otherwise agreed in writing, you must pay for all Products at the time of placing an Order.

(c) (GST) Unless otherwise indicated, amounts stated on the Website do not include GST. In relation to any GST payable for a taxable supply by St Gertrude, you must pay the GST subject to St Gertrude providing a tax invoice.

(d) (Card surcharges) St Gertrude reserves the right to charge credit card surcharges in the event that payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

(e) (Online payment partner) We may use third-party payment providers, including but not limited to Stripe, PayPal and Afterpay (Payment Providers) to collect payments for Products. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

(f) (Pricing errors) In the event that we discover an error or inaccuracy in the price at which your order was purchased (including shipping prices), we will attempt to contact you and inform you of this as soon as possible. You will then have the option of purchasing your order at the correct price or cancelling your order. If you choose to cancel your order and payment has already been debited, the full amount will be credited back to your original method of payment.

6 DELIVERY AND SHIPPING

(a) (Delivery Costs) Delivery Costs are set out on our Website and will be added to the cart upon checkout. The prices displayed at checkout are inclusive of delivery to the address chosen by you.

(b) (Delivery Details) St Gertrude may charge you for delivery at any time (notwithstanding that it may not have previously done so). Where prices are stated as inclusive of delivery:

(i) delivery is to the delivery point specifically accepted by St Gertrude; and

(ii) we will deliver the Products to you in accordance with the shipping information displayed on our website.

(c) (Delivery Issues) Third-party courier terms apply to the delivery of the Products to you. Any problems with delivery should be directed to us to troubleshoot the issue. We will endeavour to assist you to ensure your delivery arrives. All delivery times provided to you are estimates only and are subject to postal delays and reasons beyond our control. We do not warrant or make any representation that your order will be delivered within the times indicated. We will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.

(d) (International Orders) St Gertrude reserves the right to refuse international orders. Approved international orders may be subject to customs and import duties upon reaching its country of destination. You will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. We will not be liable for any costs you may incur in having your order released from customs, including reimbursing you for any customs or import duties you may pay.

7 CHANGES TO YOUR ORDER

7.1 CANCELLATION BY US

We reserve the right to cancel your order for any reason and will notify you of this as soon as possible. Where payment has already been debited, the full amount will be credited back to your original method of payment.

7.2 CANCELLATION BY YOU

You may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you. However, our refunds and exchanges process in clause 8 may apply.

8 RETURNS AND EXCHANGES

8.1 CHANGE OF MIND

(a) Due to the nature of the Products and health regulations, we do not usually offer change-of-mind returns, so please ensure that the product you are purchasing is right for you by consulting your relevant healthcare provider or general practitioner. If you are not completely satisfied with the products, please get in touch with us to explain why and we will consider your situation on a case-by-case basis.

(b) If we accept a change of mind return, you must return the Product to us at your own cost.

8.2 DEFECTIVE PRODUCTS

We may offer you a refund where we determine that your Product is defective. The following process applies to any Product you believe to be defective.

(a) If you believe your Product is defective, you must contact us concierge@odedermatology.com with a full description of the fault (including images and/or videos), the Order number and the batch number (normally located on the back of the Product (bag or jar)).

(b) If we determine that your product may be defective, we will request that you send the Product back to us at your cost for further inspection, including any packaging, accessories, manuals, documentation or registration shipped with the Product. We reserve the right to further inspection before deeming a product defective.

(c) If we determine in our reasonable opinion that the Product is not defective, or is defective due to it exceeding its use-by date, fair wear and tear, misuse, failure to properly maintain or store the Product, failure to use in accordance with our or the manufacturer’s instructions, or failure to take reasonable care, we will refuse your return and send the Product back to you at your cost.

(d) If we determine that the Product is defective, you will be credited the full amount paid (including shipping costs) or you may request a refund, exchange or store credit. All refunds will be credited back to your original method of payment unless you request otherwise, and we approve this request.

(e) If you fail to comply with the provisions of this clause 8.2 in respect of a defective Product, we may, in our absolute discretion, issue only a partial refund or no refund in respect of the defective Product.

8.3 no limitation of law

Nothing in this clause 8 is intended to limit or otherwise affect the operation of any manufacturers’ warranties to which you may be entitled or any of your rights which cannot be excluded under applicable law.

9 PUBLISHING MEDIA ONLINE AND ON SOCIAL MEDIA

(a) You must not take images or videos of the Products and publish those images or videos online or on social media (or both) in a manner that contravenes the Therapeutic Goods (Therapeutic Goods Advertising Code) Instrument 2021.

(b) Despite this clause 9, we reserve the right to require you to remove any images or videos that include the Product or remove any accreditation to us.

(c) For the avoidance of doubt, we retain ownership of all materials (including images or videos) on or on our Website, social media platforms, podcasts or in any other medium published by us, and you are not permitted to reproduce or publish that material without our express written consent in accordance with clause 11.

10 RATINGS & REVIEWS

(a) We may, at our absolute discretion, allow you to rate a Product (Rating) and/or provide feedback to us regarding our Products and our service (Review), including by submitting a photo with the Review (Photo), on the Website.

(b) You agree:

(i) to ensure that any Rating is a true and fair reflection of your opinion regarding a Product;

(ii) to provide true, fair and accurate information in your Review; and

(iii) that you will not submit a Photo that may be deemed rude, offensive, unlawful and otherwise inappropriate, and you acknowledge that you have obtained the consent of any party in a Photo to submit the photo to us.

(c) You acknowledge that we may copy, publish, distribute, translate and otherwise use any Rating and Review (including any Photo) on the Website and any of our social media platforms.

(d) We reserve the right to remove or delete any Rating or Review (including any Photo), in our sole discretion, if such review is inappropriate.

11 INTELLECTUAL PROPERTY

(a) St Gertrude retains all intellectual property rights in the design of the Products, including the labelling and packaging, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Products.

(b) In this clause 11, “intellectual property rights” means all copyright, trademark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.

12 THIRD-PARTY SUPPLIERS

(a) We may do any of the following:

(i) outsource any part of performing any services related to providing the Products, including delivery of your Products; or

(ii) procure materials and Products from third-party suppliers,

without further notice to or permission from you.

(b) To the maximum extent permitted under applicable law, we will not be liable for any acts or omissions of those third parties, including where such third parties cause delay or damage to any part of your Order or are negligent in providing services or goods.

Part B For When You Browse This Website…

13 ACCESS AND USE OF THE WEBSITE

You must only use the Website in accordance with these terms and any applicable laws and must ensure that your employees, sub-contractors and any other agents who use or access the Website comply with these terms and any applicable laws.

14 YOUR OBLIGATIONS

You must not:

(a) copy, mirror, reproduce, translate, adapt, vary, modify, sell, decipher or decompile any part or aspect of the Website without the express consent of St Gertrude;

(b) use the Website for any purpose other than the purposes of browsing, selecting or purchasing Products.

(c) use, or attempt to use, the Website in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;

(d) use, or attempt to use, the Website in a manner that may interfere with, disrupt or create an undue burden on the Website or the servers or networks that host the Website;

(e) use the Website with the assistance of any automated scripting tool or software;

(f) act in a way that may diminish or adversely impact the reputation of St Gertrude, including by linking to the Website on any other website; and

(g) attempt to breach the security of the Website, or otherwise interfere with the normal functions of the Website, including by:

(i) gaining unauthorised access to Website accounts or data;

(ii) scanning, probing or testing the Website for security vulnerabilities;

(iii) overloading, flooding, mailbombing, crashing or submitting a virus to the Website; or

(iv) instigate or participate in a denial-of-service attack against the Website.

15 INFORMATION ON THE WEBSITE

(a) While we make every effort to ensure that the information on the Website is as up-to-date and accurate as possible, you acknowledge and agree that we do not (to the maximum extent permitted by law) guarantee that:

(i) the Website will be free from errors or defects (or both, as the case may be);

(ii) the Website will be accessible at all times;

(iii) messages sent through the Website will be delivered promptly, or delivered at all;

(iv) information you receive or supply through the Website will be secure or confidential; and

(v) any information provided through the Website is accurate or true.

(b) We reserve the right to change any information or functionality on the Website by updating the Website at any time without notice, including product descriptions, prices and other Website Content.

16 INTELLECTUAL PROPERTY

(a) St Gertrude retains ownership of the Website and all materials on the Website (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software) (Website Content) and reserves all rights in any intellectual property rights owned or licensed by it not expressly granted to you.

(b) You may make a temporary electronic copy of all or part of the Website for the sole purpose of viewing it. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish the Website or any Website Content without prior written consent from St Gertrude or as permitted by law.

(c) In this clause 16, “intellectual property rights” means all copyright, trademark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in Australia and throughout the world.

17 THIRD-PARTY TERMS AND CONDITIONS

(a) You acknowledge and agree that third-party terms & conditions (Third Party Terms) may apply.

(b) You agree to any Third-Party Terms applicable to any third-party goods and services, and St Gertrude will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.

18 LINKS TO OTHER WEBSITES

(a) The Website may contain links to other websites that are not our responsibility. We have no control over the content of any linked websites, and we are not responsible for that content.

(b) Inclusion of any linked website on the Website does not imply our approval or endorsement of the linked website.

19 THIRD PARTY PLATFORM

(a) This Website is powered by a third party platform and the terms and conditions of that third party may apply to your use of this Website to the extent applicable to you. Those terms can be accessed here: https://wordpress.com/tos/.

(b) To the maximum extent permitted under applicable law and our agreement with our third party platform provider, we will not be liable for any acts or omissions of that third party, including in relation to any fault or error of the Website or any issues experienced in placing Orders.

20 SECURITY

St Gertrude does not accept responsibility for loss or damage to computer systems, mobile phones or other electronic devices arising in connection with the use of the Website. You should take your own precautions to ensure that the process that you employ for accessing the Website does not expose you to the risk of viruses, malicious computer code or other forms of interference.

21 REPORTING MISUSE

If you become aware of misuse of the Website by any person, any errors in the material on the Website or any difficulty in accessing or using the Website, please contact us immediately using the contact details or form provided on our website.

Part C Liability And Other Legal Terms

22 LIABILITY

(a) To the maximum extent permitted by applicable law, St Gertrude limits all liability in aggregate of all claims to you (and any third parties who encounter the services or goods through you) for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by St Gertrude to the total Fees paid by you to St Gertrude in the 6 months preceding the date of the event giving rise to the relevant liability.

(b) Claims for loss of or damage to Products in transit must be made against the carrier.

(c) Products sold by St Gertrude, will have only the benefit of any warranty given, and insurance held, by the manufacturer.

(d) All other express or implied representations and warranties in relation to Products and the associated services performed by St Gertrude are, to the maximum extent permitted by applicable law, excluded.

(e) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.

(f) (Indemnity) You indemnify St Gertrude and its employee, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the services or goods through you) arising from your or your representatives’:

(i) breach of any third party intellectual property rights;

(ii) breach of any of these terms;

(iii) use of the Website;

(iv) negligent, wilful, fraudulent or criminal act or omission; or

(v) use of any goods or services provided by St Gertrude.

(g) (Consequential loss) To the maximum extent permitted by law, under no circumstances will ODE DERMATOLOGY be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this Website, these terms or any products or services provided by ODE DERMATOLOGY except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

23 GENERAL

23.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Victoria, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

23.2 WAIVER

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

23.3 SEVERANCE

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

23.4 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

23.5 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

23.6 COSTS

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

23.7 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

23.8 INTERPRETATION

(a) (singular and plural) words in the singular include the plural (and vice versa);

(b) (currency) a reference to $, or “dollar”, is to Australian currency;

(d) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

(e) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

(f) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

(g) (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;

(h) (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;

(i) (headings) headings and words in bold type are for convenience only and do not affect interpretation;

(j) (includes) the word “includes” and similar words in any form is not a word of limitation; and

(k) (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

24 NOTICES

(a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in this agreement, and the email’s subject heading must refer to the name and date of this agreement.

(b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.

(c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.