Terms and Conditions

These Terms and Conditions (“Terms”) govern your access to and use of the website located at medrail.com.au (“Website”) and any services provided by MedRail Pty Ltd (ABN to be confirmed) (“MedRail”, “we”, “us”, “our”).

By accessing our Website or engaging our services, you agree to be bound by these Terms. If you do not agree, you must cease using the Website and not engage our services.

These Terms should be read in conjunction with our Privacy Policy. Where a separate Brand Partner Agreement or Service Agreement exists between you and MedRail, the terms of that agreement prevail to the extent of any inconsistency with these Terms.

• “Brand Partner” means an entity that has entered into a commercial agreement with MedRail for the provision of clinical infrastructure services.
• “Consumer”means an individual who accesses clinical services facilitated by MedRail through a Brand Partner's platform.
• “Clinical Services”means the clinical consultation, prescribing, dispensing, and related healthcare services provided by or through MedRail's clinical infrastructure.
• “Platform Services” means the technology, operational, and logistical infrastructure provided by MedRail to Brand Partners, including clinical workflow configuration, e-prescribing integration, pharmacy fulfilment, and branded packaging.
• “Prescriber” means an AHPRA-registered medical practitioner or nurse practitioner engaged by MedRail to provide clinical consultations and prescribing services.

3.1 Nature of services

MedRail provides clinical infrastructure services to Brand Partners. This includes configuring and operating prescriber networks, clinical screening and consultation workflows, e-prescribing through eRx Script Exchange, pharmacy dispensing and fulfilment (through our own pharmacy and/or third-party pharmacy partners), branded packaging, and clinical governance frameworks.

3.2 Clinical independence

All clinical consultations are conducted by AHPRA-registered Prescribers who exercise full clinical independence. Neither MedRail nor any Brand Partner directs, influences, or interferes with clinical decision-making, prescribing decisions, or the clinical judgment of our Prescribers. A Prescriber may decline to prescribe or may recommend alternative treatment at their sole clinical discretion.

3.3 Not a substitute for emergency care

MedRail's Clinical Services are not a substitute for emergency medical treatment. If you are experiencing a medical emergency, call 000 immediately or attend your nearest emergency department.

3.4 Regulatory framework

MedRail operates within the regulatory framework established by the Health Practitioner Regulation National Law, AHPRA codes and guidelines, the Therapeutic Goods Act 1989 (Cth), state and territory pharmacy and health legislation, and the Privacy Act 1988 (Cth). All Clinical Services are delivered under the oversight of our Medical Director in accordance with our clinical governance framework.

4.1 Access

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for its intended purpose. We may modify, suspend, or discontinue the Website (or any part of it) at any time without notice.

4.2 Prohibited conduct

You must not:

• Use the Website for any unlawful purpose or in any way that could damage, disable, overburden, or impair it
• Attempt to gain unauthorised access to any systems or networks connected to the Website
• Use any automated means (including bots, scrapers, or spiders) to access or collect content from the Website without our prior written consent
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Website without our express written permission
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Transmit any viruses, malware, or other harmful code

4.3 Contact form submissions

Information submitted through our Website contact form is used solely for the purpose of responding to your enquiry and, where applicable, commencing a commercial discussion about MedRail's services. Submission of a contact form does not create a contractual relationship or oblige MedRail to provide any services.

5.1 Service agreements

Brand Partner engagements are governed by a separate Brand Partner Agreement or Service Agreement executed between the Brand Partner and MedRail. These Terms apply to the extent that the Brand Partner Agreement does not address a particular matter.

5.2 Brand Partner obligations

Brand Partners are responsible for:

• Ensuring that all marketing, advertising, and promotional materials comply with the Therapeutic Goods Advertising Code, AHPRA advertising guidelines, and all applicable laws
• Accurately representing the nature of clinical services available through their platform
• Obtaining appropriate consents from Consumers for the collection and sharing of personal information with MedRail for the purpose of facilitating Clinical Services
• Not directing, incentivising, or attempting to influence clinical decision-making by Prescribers
• Promptly notifying MedRail of any adverse events, complaints, or regulatory enquiries related to Clinical Services

5.3 Onboarding and configuration

MedRail will configure its existing clinical infrastructure to meet the Brand Partner's requirements, including screening protocol design, consultation workflow configuration, pharmacy routing, and branded packaging specifications. Timelines and deliverables are specified in the applicable Service Agreement.

5.4 Fees and payment

Fees for MedRail's services are as specified in the applicable Brand Partner Agreement or Service Agreement. Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date. MedRail reserves the right to suspend services where invoices remain unpaid for more than 30 days.

6.1 Applicability

This section applies to Consumers who access Clinical Services through a Brand Partner's platform where those services are facilitated by MedRail.

6.2 Consent to telehealth

By participating in a clinical consultation facilitated by MedRail, you consent to receiving healthcare services via telehealth (including video, phone, or asynchronous messaging as clinically appropriate). You acknowledge that telehealth has inherent limitations and that the Prescriber may determine that an in-person consultation is necessary.

6.3 Accurate information

You must provide complete and accurate health information during screening and consultations. Providing false or misleading health information may result in inappropriate clinical decisions and may endanger your health. MedRail and its Prescribers are not liable for adverse outcomes resulting from incomplete or inaccurate information provided by you.

6.4 No guarantee of prescription

Completion of a screening or consultation does not guarantee that a prescription will be issued. Prescribing decisions are made at the sole clinical discretion of the Prescriber based on their independent clinical assessment. If a prescription is not issued, you will be informed of the reasons and any alternative recommendations.

6.5 Medication responsibilities

If prescribed a medication, you are responsible for:

• Taking the medication as directed by the Prescriber
• Reading and understanding any Consumer Medicine Information (CMI) provided with the medication
• Reporting any adverse effects to the Prescriber or your regular GP
• Attending any follow-up consultations as recommended by the Prescriber
• Not sharing, selling, or providing your prescribed medication to any other person

6.6 Complaints

If you wish to make a complaint about a Clinical Service, you may contact MedRail at hello@medrail.com.au. You may also lodge a complaint with the health complaints body in your state or territory, or with AHPRA if the complaint relates to the conduct of a registered health practitioner.

7.1 MedRail's intellectual property

All content on the Website — including text, graphics, logos, icons, images, and software — is the property of MedRail or its licensors and is protected by Australian and international intellectual property laws. Nothing in these Terms grants you any right, title, or interest in our intellectual property.

7.2 Brand Partner intellectual property

Brand Partners retain all rights in their trademarks, logos, and brand assets provided to MedRail for the purpose of white-label packaging and branded experiences. MedRail will use Brand Partner intellectual property only as authorised under the applicable Brand Partner Agreement.

7.3 Feedback

Any suggestions, ideas, or feedback you provide to MedRail regarding the Website or our services may be used by us without any obligation to you.

Each party agrees to keep confidential all information disclosed by the other party that is designated as confidential or that ought reasonably to be considered confidential, including business plans, pricing, technical specifications, clinical protocols, and customer data.

Confidential information may be disclosed where:

• Required by law, regulation, or court order
• Disclosed to professional advisers under obligations of confidentiality
• The information becomes publicly available through no fault of the receiving party
• The disclosing party provides prior written consent

Confidentiality obligations survive termination of these Terms and any applicable Service Agreement.

9.1 General limitation

To the maximum extent permitted by law, MedRail's total aggregate liability to you in connection with these Terms, the Website, and any services — whether in contract, tort (including negligence), statute, or otherwise — is limited to the greater of:

• The total fees paid by you to MedRail in the 12 months preceding the event giving rise to the liability; or
• AUD $1,000

9.2 Exclusion of consequential loss

To the maximum extent permitted by law, MedRail is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, business opportunity, or goodwill, even if advised of the possibility of such damages.

9.3 Australian Consumer Law

Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Competition and Consumer Act 2010(Cth) (Schedule 2 — Australian Consumer Law) or any equivalent state or territory legislation that cannot be excluded, restricted, or modified by agreement. If MedRail is liable under the Australian Consumer Law for a failure to comply with a consumer guarantee, MedRail's liability is limited (to the extent permitted by law) to re-supplying the relevant services or paying the cost of having the services re-supplied.

9.4 Clinical liability

Clinical consultations are conducted by independently registered health practitioners. MedRail maintains professional indemnity insurance covering the clinical activities of its Prescribers. Nothing in these Terms limits the personal clinical liability of any registered health practitioner in their capacity as a health professional.

10.1 Brand Partner indemnity

Each Brand Partner agrees to indemnify and hold harmless MedRail, its officers, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal costs) arising out of or in connection with:

• The Brand Partner's breach of these Terms or any applicable Brand Partner Agreement
• The Brand Partner's marketing, advertising, or promotional activities, including any breach of the Therapeutic Goods Advertising Code or AHPRA advertising guidelines
• Any claim by a Consumer arising from the Brand Partner's representations about Clinical Services that are inconsistent with MedRail's actual service delivery

10.2 MedRail indemnity

MedRail agrees to indemnify and hold harmless Brand Partners from and against any claims, losses, damages, liabilities, and expenses (including reasonable legal costs) arising out of MedRail's negligence or wilful misconduct in the delivery of Platform Services or Clinical Services, except to the extent caused or contributed to by the Brand Partner.

11.1 Website content

The content on this Website is provided for general informational purposes only. It does not constitute medical advice, clinical guidance, or a recommendation to use any particular treatment. You should not rely on Website content as a substitute for professional medical advice.

11.2 No warranty

To the maximum extent permitted by law, the Website and its content are provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

11.3 Third-party links

Our Website may contain links to third-party websites or resources. These links are provided for convenience only. MedRail does not endorse, control, or accept responsibility for any third-party content or services.

11.4 Availability

We do not guarantee that the Website or our services will be uninterrupted, error-free, or free from viruses or other harmful components.

12.1 Termination by MedRail

We may terminate or suspend your access to the Website and/or any services at any time, with or without cause, and with or without notice.

12.2 Termination of Brand Partner engagements

Termination of Brand Partner engagements is governed by the applicable Brand Partner Agreement or Service Agreement. In the absence of a specific agreement, either party may terminate by providing 30 days' written notice.

12.3 Effect of termination

Upon termination:

• MedRail will complete any pending clinical consultations and prescription fulfilments to ensure continuity of patient care
• Clinical records will be retained in accordance with applicable law and our Privacy Policy
• All outstanding fees remain payable
• Sections relating to confidentiality, intellectual property, limitation of liability, indemnification, and governing law survive termination

Neither party is liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, pandemic, government actions, regulatory changes, internet or telecommunications failures, cyberattacks, power outages, or industrial disputes. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact.

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts of appeal therefrom.

Before commencing any court proceedings (other than urgent interlocutory relief), the parties agree to:

• First attempt to resolve the dispute through good-faith negotiation between senior representatives of each party for a period of 14 days
• If not resolved, submit the dispute to mediation administered by the Australian Disputes Centre (ADC) in Sydney, with the costs shared equally
• If mediation does not resolve the dispute within 28 days, either party may commence court proceedings

16.1 Entire agreement

These Terms, together with any applicable Brand Partner Agreement, Service Agreement, and our Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior agreements, representations, and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.3 Waiver

A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without MedRail's prior written consent. MedRail may assign its rights and obligations to any successor entity or affiliate.

16.5 Notices

Notices under these Terms must be in writing and sent to the email address provided by the recipient. Notices to MedRail should be sent to hello@medrail.com.au.

For questions about these Terms, please contact: