PHARMACY & LABORATORY VENDOR AGREEMENT


PHARMACY & LABORATORY VENDOR AGREEMENT

Applicable to Vendors Partnering with TenaFirst Plus

This Pharmacy & Laboratory Vendor Agreement (“Agreement”) is entered into by and between:

TenaFirst Plus (Tenafirst.com or my.tenafirst.com), a digital health platform operating under the laws of the Federal Democratic Republic of Ethiopia (hereinafter referred to as the “Platform”) Located Bole Subcity, Woreda 04, House No: 310 Addis Ababa, Ethiopia;

AND
Vendor Name, a legally licensed,  
Business Type:   operating in Ethiopia
Location:  Subcity: Woreda: House number:  
Phone Number: , TIN:  
(hereinafter referred to as the “Vendor”).

TenaFirst Plus and the Vendor shall collectively be referred to as the “Parties.”

AGREEMENT OVERVIEW

This Agreement governs the partnership between TenaFirst Plus and the Vendor who accepts, processes, fulfills, or accesses orders through the TenaFirst Plus digital health platform.

By onboarding, accessing, viewing, or fulfilling orders via the Platform, the Vendor agrees to comply fully with this Agreement.

VENDOR ELIGIBILITY

To operate on the Platform, the Vendor must:

2.1 Hold a valid and current business license issued by the appropriate Ethiopian regulatory authority.

2.2 Pharmacies must:

  • Maintain an active authorized pharmacy license.
  • Hold a valid Trade License in Ethiopia.

2.3 Laboratories must:

  • Hold appropriate accreditation and inspection approvals.
  • Comply with national laboratory quality and safety standards in Ethiopia.

2.4 Comply with all applicable Ethiopian laws relating to health services, patient safety, consumer protection, and data protection.

Failure to maintain valid licensing or regulatory compliance may result in immediate suspension or termination.

SCOPE OF SERVICES

The Vendor agrees to:

3.1 Receive, process, and fulfill orders placed by patients or licensed medical professionals through the Platform.

3.2 Pharmacies shall:

  • Dispense medications strictly as prescribed by licensed medical professionals.
  • Not substitute medications without approval from the prescribing doctor.

3.3 Laboratories shall:

  • Conduct diagnostic tests using approved medical and technical procedures.
  • Deliver accurate, complete, and timely laboratory results.

3.4 Not alter, modify, or falsify prescriptions, results, or services under any circumstance.

ORDER MANAGEMENT

The Vendor agrees to:

4.1 Confirm receipt of orders within the timeframe set by TenaFirst Plus (typically within fifteen (15) minutes).

4.2 Prepare and deliver services or products in accordance with professional and regulatory standards.

4.3 Immediately notify the Platform of:

  • Stockouts
  • Delays
  • Service unavailability
  • Technical issues affecting fulfillment

4.4 Maintain professional responsiveness to ensure patient satisfaction.

PRICING AND PAYMENTS (CREDIT MODE)

5.1 Credit-Based Service Model

5.1.1 TenaFirst Plus shall operate under a credit-based payment model, whereby the Platform refers patients to the Vendor for services or products.

5.1.2 The Vendor shall provide services or dispense products to patients referred through the Platform without requiring immediate payment from TenaFirst Plus at the point of service.

5.2 Vendor Payment Collection and Invoicing

5.2.1 The Vendor shall record all transactions fulfilled through the Platform.

5.2.2 At the end of each billing cycle (monthly unless otherwise agreed), the Vendor shall submit an official payment request (invoice) to TenaFirst Plus detailing:

  • Number of orders fulfilled
  • Description of services/products provided
  • Total gross amount payable

5.2.3 The Vendor shall ensure all submitted invoices are accurate, complete, and supported by transaction records.

5.3 Commission and Settlement

5.3.1 TenaFirst Plus shall charge a five percent (5%) service fee on the total gross value of successfully completed transactions.

5.3.2 Upon verification of the Vendor’s invoice, TenaFirst Plus shall:

  • Deduct 5% as its service fee
  • Settle the remaining ninety percent (95%) to the Vendor

5.3.3 Payments shall be processed within the agreed settlement period after invoice approval.

5.4 Payment Responsibility

5.4.1 TenaFirst Plus assumes responsibility for settling payments to the Vendor based on verified Platform transactions.

5.4.2 The Vendor remains responsible for:

  • Issuing valid tax invoices
  • Complying with Ethiopian financial and tax regulations

5.4.3 Any discrepancies must be reported within the defined reconciliation period.

5.5 Dispute Resolution

5.5.1 Any payment disputes must be submitted in writing within seven (7) days of invoice submission.

5.5.2 Both Parties agree to resolve disputes in good faith based on Platform records and supporting documentation.

DATA PROTECTION AND CONFIDENTIALITY

The Vendor shall:

6.1 Protect all patient information in compliance with Ethiopian data protection laws.

6.2 Use patient data strictly for the purpose of fulfilling orders.

6.3 Not share, sell, disclose, or misuse patient information.

6.4 Implement adequate technical and organizational security measures to prevent data breaches.

TenaFirst Plus reserves the right to immediately suspend Vendors involved in data misuse.

QUALITY ASSURANCE

The Vendor must:

7.1 Provide authentic, safe, and approved medicines or accurate laboratory services.

7.2 Avoid expired, counterfeit, or unauthorized products.

7.3 Maintain proper storage conditions, temperature control, and calibrated laboratory equipment.

7.4 Allow periodic quality audits or compliance reviews conducted by TenaFirst Plus.

Failure to meet required quality standards may result in suspension or removal from the Platform.

MEDICO-LEGAL RESPONSIBILITY

The Vendor acknowledges that errors in dispensing medication or producing laboratory results may cause serious harm to patients.

The Vendor is fully responsible for damages arising from:

  • Incorrect, falsified, or delayed laboratory results
  • Dispensing expired, counterfeit, or incorrect medications
  • Professional negligence or malpractice

The Vendor agrees to:

8.1 Assume full liability under Ethiopian medico-legal frameworks.
8.2 Cooperate with regulatory authorities during investigations.
8.3 Indemnify and hold harmless TenaFirst Plus from any claims, losses, damages, penalties, or legal actions arising from Vendor negligence, errors, or malpractice.

VENDOR RESPONSIBILITIES

The Vendor shall:

  • Provide timely and professional service delivery
  • Maintain accurate inventory and service availability
  • Offer responsive customer support
  • Immediately report adverse events, recalls, or safety issues
  • Comply with all Platform rules and applicable professional standards

LIMITATION OF LIABILITY

TenaFirst Plus operates solely as a digital facilitator connecting patients, doctors, pharmacies, and laboratories.

The Platform shall not be liable for:

  • Medical errors
  • Dispensing mistakes
  • Laboratory inaccuracies
  • Professional negligence
  • Regulatory violations committed by the Vendor

All medico-legal issues arising from Vendor actions shall be handled directly by the Vendor.

TERMINATION

11.1 Either Party may terminate this Agreement with thirty (30) days’ written notice.

11.2 TenaFirst Plus reserves the right to immediately suspend or terminate the Vendor in cases of:

  • Regulatory non-compliance
  • Fraudulent or unethical practices
  • Patient safety risks
  • Data violations
  • Professional misconduct or malpractice

Upon termination, access to the Platform shall be revoked.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Democratic Republic of Ethiopia, including all applicable health, consumer protection, financial, and medico-legal regulations.

ACCEPTANCE OF TERMS

By accessing, viewing, accepting, or fulfilling orders on the TenaFirst Plus Vendor Platform, the Vendor confirms that they have read, understood, and agreed to be legally bound by this Agreement.

  1. RIGHT TO UPDATE AND MODIFY AGREEMENT

14.1 TenaFirst Plus reserves the full right, at its sole discretion, to update, amend, revise, or modify this Agreement, including but not limited to service fees, operational policies, technical procedures, and platform rules.

14.2 Any material changes shall be communicated to the Vendor through the Platform, email notification, or official written notice.

14.3 Continued access to or use of the TenaFirst Plus Platform after such updates shall constitute acceptance of the revised terms.

14.4 If the Vendor does not agree to the updated terms, the Vendor may terminate participation in the Platform in accordance with the Termination clause of this Agreement.

 

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Document name: PHARMACY & LABORATORY VENDOR AGREEMENT
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