customerservices@adaro.net 01622 833075

AdaroDirect Terms and Conditions

I. Customer Policy

The Adaro Direct Customer Policy is designed to promote patient health through the responsible and safe distribution of contact lenses and accessories delivered direct to the specified address (patient’s chosen address or Customer’s practice) on behalf of the Optical retailer (“Customer”). Adaro Direct (“Adaro Direct” or “Adaro” or “AOL”) is a delivery and logistics service and not a manufacturer or supplier of products. Therefore all product liabilities remain with the manufacturers and suppliers of the products delivered.

By confirmation that the terms and conditions of Adaro Direct have been read and understood (during registration process) and/or by use of the Adaro Direct platform or services the customer agrees to enter into an Agreement with Adaro Direct according to these terms and conditions. The Agreement remains in force until the Customer ceases to use any of the Adaro Direct Services, removes all customer records and requests Adaro Direct in writing to remove their log in access to the Adaro Direct platform.

II. Claims Relating to Delivery

All deliveries are dispatched using untracked postal services unless a courier service is specified and the deliveries are therefore subject to the reliability of that service. Adaro Direct will ensure shipments are dispatched in a timely manner and without damage to the goods or packaging. Adaro is not responsible for delivery and carries no liability for any goods lost or mislaid within the postal services.

Damaged Goods
Goods damaged in transit must be notified through our customer service department immediately on discovery of damage. The customer must hold all damaged Goods for a reasonable time to enable Adaro Direct to inspect them and verify that they are damaged.

Non-Delivery
The non-delivery of orders must be notified through our customer service department within 7 days of the estimated delivery date of the order. If goods cannot be delivered or the patient refuses to accept the delivery, then the goods will be delivered to the Customer.

Short Delivery
Claims in respect of short delivery must be notified through and agreed with our customer service department within 7 working days of receipt of goods.

III. Returns Policy

Goods ordered through Adaro Direct are ordered with suppliers through your supplier’s Customer account and therefore the return of product to suppliers is subject to your suppliers' purchasing policy and returns policy. Products should be returned direct to the supplier, not to Adaro. To assist your supplier please always quote the Adaro Direct order number. Shipping and postage charges for returns are the responsibility of the Customer. The customer is fully responsible for ordering correctly and ensuring the prescription and details of the patients are up to date and valid. No refunds of service charges will be given for incorrect ordering. The product refund, as stated above, is at the discretion of the supplier.

Adaro will return product to the supplier in the event that a cancelled order is received at Adaro. Credit for goods returned is subject to your suppliers' returns policy and not the responsibility of Adaro.

Adaro reserves the right to charge the customer for any transport, storage or other costs reasonably incurred if for any reason the patient is not able to promptly accept the goods tendered for delivery.

IV. Order Handling and Charges

Adaro Direct will place orders of behalf of the Customer with suppliers. The Customer gives full authorization for the Adaro Direct service to place orders with suppliers on their behalf using their account. The goods ordered by Adaro Direct on behalf of the Customer will be treated in the same manner by the supplier as orders placed directly with the supplier. All invoicing and payment collection of goods from the customer remain the responsibility of the supplier. The Adaro Direct platform is available to any registered Customer without charge. Any orders processed in Adaro Direct will be charged on a per delivery rate according to the standard rate published on our website. The Direct Debit service fee will be charged per individual DD transaction whether the collection succeeds or fails. The patient portal service will be charged as a transaction fee on each occasion that a payment is made. Please note that the customer is responsible for ensuring the correct order value is entered on the Patient Portal.

  1. Adaro Direct (the home delivery service)
    Your practice pays Adaro Direct a service fee per delivery. This fee covers the cost of the online management system, ordering, fully branded packaging, storage and shipping. The cost of the lenses, accessories and any delivery charges will continue to be invoiced from your supplier as normal under your existing supplier’s customer account, according to your agreement/contractual arrangement with the supplier. The service fee per delivery is £3.95 for UK based practices.
  2. Direct Debit collection
    A £0.35 fee applies to each Direct Debit transaction Adaro Direct processes on your behalf. There are 2 available DD collection dates: 1st and 15th of each month. Payments collected on the 1st of the month are reimbursed to the optician on the 15th of the month (or first working day thereafter if the 15th is a public holiday or weekend). Payments collected on the 15th are reimbursed to the optician on the 1st of the following month (or first working day thereafter if the 15th is a public holiday or weekend). These costs are charged to the (main) account balance as each DD transaction is processed.
  3. Lens Reorder (the patient portal)
    A transaction fee applies for use of the optional patient portal (lensreorder.com) in addition to the service fee. These costs are charged to the (main) account balance at the time of the order placement from the patient. The transaction fee is £2.95 for cards for UK based practices.

V. Account Balance

The account balance can be topped up via the Adaro Direct payment facility. If the 'automatic top up' is selected then the Customer allows Adaro Optics Ltd to debit the customer's card with the amount selected once the balance of the account reaches a level less than the charge of one delivery. Adaro Direct is a pre-pay model, similar to a Pay & Go mobile phone. You can top up automatically, so that each time your account balance is low, it is automatically recharged with an amount of your choice. Depending on your individual preference, you can select an amount between £50 and £500. Alternatively, you also have the option of making manual payments. However you have to ensure that your balance does cover the all of the fees when placing an order. Your Adaro Direct balance can be looked up at any time via accessing your personal account. Moreover, your security is always protected; if the automatic top up option is selected, we merely store the last four digits of your card on our secured systems. We register your card with the bank on setup and use this reference for all future transactions.

VI. Adaro Direct Account Management

In order to create a transparent and logical arrangement of your transactions, Adaro Direct provides two separate accounts [fiscal assets / entities]: An ‘account balance’, i.e. the actual Adaro Direct deposit, displayed in the main menu bar on the left, as well as your personal ‘collection balance’, which lists patient payments conducted on lensreorder.com (optional). The Adaro ‘account balance’ solely displays the remaining credit you have with Adaro Direct. Therefore this account is exclusively debited with Adaro Direct service fees (to the conditions listed above) which are due for each order triggered. As a supplementary option, we collect your patients’ payments through the patient portal (on lensreorder.com). This ‘collection balance’ then displays all payments made by your patients, whereas the amount of each order has to be determined by yourself on adarodirect.com (in section ‘patients’, ‘patient portal settings’). Therefore it lists all payments collected on your behalf through the patient portal. Since you are responsible for setting the prices yourself (not only for the product itself but also service / shipping fees), payments conducted via the patient portal (lensreorder.com) are collected here and transferred to your bank account on a monthly basis.

VII. Liability

Adaro Direct shall not be liable to the Customer for any loss or damage whatsoever sustained by the Customer as a result of any failure to comply with any estimated delivery date. Adaro Direct shall not be liable for any loss or damage sustained by the Customer or their patients’ resulting from defects in the Goods delivered or from the Customer’s failure to use the Goods in accordance with their intended purpose. Adaro Optics Ltd has no liability for any indirect or consequential losses suffered by the Customer however caused.

  1. Force Majeure
    Adaro Direct shall not be liable to the Customer for any loss or damage sustained by the Customer as a result of any delay in performing or any failure to perform any of Adaro Direct’s obligations where that delay or failure is due to any event or circumstance beyond Adaro Direct’s reasonable control (including, but without limitation, Acts of God, war, armed conflict, riot, industrial action involving employees of Adaro Direct or a third party, defaults by the suppliers or sub-contractors or any measures of a governmental or inter-governmental authority).

VIII. Consumers and Data Protection

Data content
The Customer will provide Personal Data to AOL regarding its Consumers in order for AOL to provide the Services only, which may include (but not be limited to) some or all of the following data:
  • Full name
  • Address
  • Email address
  • Phone number
  • Bank details
  • Payment amounts
  • Goods prescription
The Customer and AOL acknowledge that for the purposes of processing personal data, the Customer is the Data Controller, and AOL is a Data Processor.

Processor shall Process Personal Data only on the written instructions of Controller and at all times only in accordance with this Data Processing Agreement.

Within the scope of the Service Agreement, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.

Processing instructions
Processor will Process Personal Data in accordance with Controller's instructions. This Data Processing Agreement contains Controller's initial instructions to Processor. The Parties agree that Controller may communicate any change in its initial instructions to the Processor by way of written notification to the Processor and that Processor shall abide by such instructions. The Processor shall maintain a secure, complete, accurate and up to date record of all such individual instructions.

For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this Data Processing Agreement (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the contract change procedure under the respective Agreement.

Processor shall immediately inform the Controller in writing if, in Processor's opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing.

Processor Personnel
Processor will restrict its personnel from Processing Personal Data without authorisation. Processor will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.

Disclosure to third-parties; Data subjects rights requests
Processor will not disclose Personal Data to any third party (including any government agency, court, or law enforcement) except with written consent from Controller or as necessary to comply with applicable mandatory laws. If Processor is obliged to disclose Personal Data to a law enforcement agency or third party, Processor agrees to give Controller reasonable notice of the access request prior to granting such access, to allow Controller to seek a protective order or other appropriate remedy. If such notice is legally prohibited, Processor will take reasonable measures to protect the Personal Data from undue disclosure as if it were Processor’s own confidential information being requested and shall inform Controller promptly as soon as possible if and when such legal prohibition ceases to apply.

In case Controller receives any request or communication from Data Subjects which relates to the Processing of Personal Data (“Request”)., Processor shall provide the Controller with full cooperation, information and assistance (“Assistance”). in relation to any such Request where instructed by Controller.

Where Processor directly receives a Request, Processor shall;
  • not directly respond to such Request,
  • notify Controller within 5 (five) business days and present all information received from the Data Subject. This notification shall be in writing and shall be delivered personally, sent by courier or by recorded or registered post (not by fax or email)
  • and provide Assistance according to further instructions from Controller.
Technical and Organizational Measures
Processor shall implement and maintain appropriate technical and organisational security measures to ensure that Personal Data is Processed according to this Data Processing Agreement, to provide Assistance and to protect Personal Data against a Personal Data Breach (“OMs”).

Processor shall document the implemented TOMs and shall provide Controller with such documentation upon request including, where available, any certifications it holds which confirms the effectiveness of TOMs.

Assistance with Data Protection Impact Assessment
Where a Data Protection Impact Assessment (“DPIA”) is required under applicable Data Protection Laws for the Processing of Personal Data, Processor shall provide upon request to Controller any information and assistance reasonably required for the PIA and assistance for any communication with data protection authorities, where required, unless the requested information or assistance is not pertaining to Processor's obligations under this Data Processing Agreement.

Information Rights and Audit
Processor shall, in accordance with Data Protection Laws, make available to Controller on request in a timely manner such information as is necessary to demonstrate compliance by Processor with its obligations under Data Protection Laws.

Processor shall, upon reasonable notice, allow for and contribute to on-site inspections of the Processor's Processing of Personal Data, as well as the TOMs (including data processing systems, policies, procedures and records), during regular business hours and with minimal interruption to Processor's business operations. Such on-site inspections are conducted by the Controller, its affiliates or an independent third party on Controller's behalf (which will not be a competitor of the Processor) that is subject to reasonable confidentiality obligations.

Processor undertakes to cooperate with Controller in its dealings with national data protection authorities and with any audit requests received from national data protection authorities. Controller shall be entitled to disclose this Data Processing Agreement or any other documents (including contracts with subcontractors) that relate to the performance of its obligations under this Data Processing Agreement (commercial information may be removed).

Personal Data Breach Notification
In respect of any Personal Data Breach (actual or reasonably suspected), Processor shall:
  • notify Controller of a Personal Data Breach involving Processor or a subcontractor without undue delay (but in no event later than 72 hours after becoming aware of the Personal Data Breach);
  • any notification shall be in writing and shall be delivered personally, sent by courier or by recorded or registered post (not by fax or email);
  • not be responsible for contacting the regulatory body and should not do so without the prior approval of the Controller;
  • provide reasonable information, cooperation and assistance to Controller in relation to any action to be taken in response to a Personal Data Breach under Data Protection Laws, including regarding any communication of the Personal Data Breach to Data Subjects and national data protection authorities.
Subcontracting
Current subcontractors who are acting as subprocessors are:
  • Hosting service: Microsoft Limited - Microsoft Campus, Thames Valley Park, Reading, Berkshire, RG6 1WG
  • Hosting Service: Fasthosts Internet Limited - Discovery House, 154 Southgate Street, Gloucester, Gloucestershire, GL1 2EX
  • Payment processing: Stripe Payments UK Limited - 9th Floor, 107 Cheapside, London, EC2V 6DN
  • Payment processing: Smartdebit Limited - Windlesham Court, 51 Guildford Road, Bagshot, Surrey, England, GU19 5NG
  • Royal Mail Group Limited - 185 Farringdon Road, London, United Kingdom, EC1A 1AA
Controller declares its explicit prior approval of Processor’s use of any new subcontractors as sub processors not listed above to fulfil its obligations under this Agreement.

Where Processor, with Controller's consent, subcontracts its obligations and rights under this Data Processing Agreement it shall do so only by way of a binding written contract with the subcontractor which imposes essentially the same obligations according to Art. 28 GDPR especially with regard to instructions and TOMs on the subcontractor as are imposed on Processor under this Data Processing Agreement.

Where Processor, with Controller's consent, subcontracts its obligations and rights under this Data Processing Agreement it shall do so only by way of a binding written contract with the subcontractor which imposes essentially the same obligations according to Art. 28 GDPR especially with regard to instructions and TOMs on the subcontractor as are imposed on Processor under this Data Processing Agreement.

Processor must ensure that he has carefully selected the subcontractor with particular regard for the suitability of the subcontractor’s TOMs. Controller must in particular have the right to perform inspections on site at the subcontractor’s premises, or to have a third party perform them.

Where the subcontractor fails to fulfil its data protection obligations under the subcontracting agreement, Processor shall remain fully liable to Controller for the fulfilment of its obligations under this Data Processing Agreement and for the performance of the subcontractor's obligations.

International data transfers
The Processor shall not transfer Personal Data outside of the UK without prior approval of the Controller and in accordance with the requirements of the GDPR for ‘Restricted Transfers’. Transfers of Personal Data to countries outside of the European Economic Area (EEA) and those without a current UK ‘Adequacy’ decision, will require the implementation of appropriate safeguards through the agreement of ‘UK Standard Contractual Clauses’. Template clauses can be found on the ICO website.

Consequences of Termination
On termination of this Agreement for whatever reason, Processor shall cease to process the Personal Data and Confidential Information.

On termination of this Agreement, should Controller require the deletion of Controller Data still held by Processor then Processor should provide written evidence to support the deletion activity.

Termination of this Agreement shall not affect any rights or obligations of either Party which have accrued prior to the date of termination and all provisions which are expressed to, or do by implication, survive the termination of this Contract shall remain in full force and effect.

Complaints relating to processing of Personal Data under this Contract
Controller shall be responsible for the handling of and responding to processing any complaints or expressions of dissatisfaction which may be received from the Data Subjects to which the Personal Data relates or others, in relation to the processing of the Personal Data under this Contract.

Processor hereby agrees to assist Controller with any applicable complaints or expressions of dissatisfaction which may be received from the Data Subjects to which the Personal Data relates or others, in relation to the processing of the Personal Data under this Contract.

If Processor receives any complaints or expressions of dissatisfaction, relating to the Personal Data processed on behalf of the Controller it shall immediately and without undue delay, forward it to the person nominated by Controller.

Where Controller considers that it is necessary for copies of the Personal Data to be transferred to it to allow it to respond to a complaint or expression of dissatisfaction, Controller will inform Processor that it requires copies to be transferred. Before transferring the copies, Processor will establish with Controller the appropriate method of transfer and will securely transfer the copies of the Personal Data to Controller in line with Controller’s requirements, to arrive no more than 5 working days from the date of Controller’s request to Processor.

Miscellaneous
In case of any conflict, the provisions of this Agreement shall take precedence over the provisions of any other agreement.

Any supplementary agreements or amendments to this Agreement must be made in writing and signed by both Parties.

Should individual provisions of this Agreement become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this agreement.

Confidentiality
Each Receiving Party will hold all Confidential Information of the Disclosing Party which it obtains pursuant to or as a result of the operation of this Agreement, in strict confidence and will not disclose or authorise the disclosure of Confidential Information except where and to the extent authorised to do so by the Party disclosing the same or required to do so by law and shall only disclose the Disclosing Party’s Confidential Information to its Personnel on a need-to-know basis.

Each Receiving Party will use the Disclosing Party’s Confidential Information only for the purposes of this Agreement and the purposes which this Agreement envisages and for no other purpose.

The obligations with respect to Confidential Information will survive termination of this Agreement for a period of three (3) years following termination.Governing Law And Jurisdiction
This Agreement is governed by the laws of England and each of the Parties irrevocably submits to the exclusive jurisdiction of the English courts over any action, claim or matter arising pursuant to or in connection with this Agreement.

IX. Cancellation Right

You may cancel the top up amount ordered on the Website within 7 working days following the day your order is accepted. To cancel the payment please contact Customer Service (either by phone or email) to request a returns reference.

X. Contacting us

If you have any comments or concerns about material which appears on our Website, or wish to terminate this agreement please contact:

Adaro Optics Customer Service
T: 01622 833 075
E: customerservices@adaro.net
Registered office:
Adaro Optics Limited
The Willows
Pattenden lane
Marden
Kent
ISO27001 Certified
Terms and Conditions | © Adaro Optics Ltd. 2011-2024 | v.2.0.7422.19678