Terms and Conditions

Service

Our Disclaimers

We provide a service allowing you to obtain personalised, comprehensive diagnostics and insights about your health via online assessments and consultations with a medical practitioner (Services). If you require immediate medical attention, contact your treating general practitioner or call 000.

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We do not perform consultations or offer treatment for illnesses, injuries and other medical concerns. We do not provide prescriptions or medical certificates. DO NOT USE OUR PLATFORM OR APP if you have an emergency or critical medical condition including chest pain, respiratory distress, stroke, or any other illness requiring medical attention.

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If you are in doubt about the seriousness of your condition, the appropriateness or effectiveness of using our Services or believe that you, or another person, is in an urgent, dangerous or emergency situation, you should not use our Services and instead contact 000 immediately or seek alternative and appropriate medical services.

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As part of our services, our role is limited to referring you to an applicable third party Australian registered medical practitioner or specialist. The medical practitioner or specialist may, based on their own judgements, medical expertise and assessment of your suitability for such treatments, provide alternative medicines or treatments to you. We are not responsible for, nor do we make any guarantees as to, medical advice, products or services that a third party (including a medical practitioner) may provide you.

Our Disclosures

Our complete terms and conditions are contained below, but some important points for you to know before you purchase a Membership are set out below:

We will handle your personal information in accordance with our privacy policy, available at https://www.everlab.com.au/privacy-policy.
Subject to your Consumer Law Rights:
- In respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again.
- Our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.
- We will not be liable for you not providing us or a Third Party Medical Provider with correct and complete current health and medical information, any negligence or errors made by a Third Party Medical Provider, failure to follow any reasonable instructions provided to you by us, Consequential Loss, or delays or failures in performance due to Force Majeure Events.
- If you cancel or reschedule your Initial Consultation with less than 48 hours' notice, you will forfeit the Initial Consultation Fee paid for that Initial Consultation.
- The Initial Consultation Fee is non-refundable in the event you elect to not proceed with our Membership.
- You may be charged the Consultation Cancellation Fee if you cancel or reschedule your Consultation with less than 4 Business Days' notice.
- Clauses 16.4 and 16.6 set out the fees which may be payable if you terminate your Membership or a Module early (for any reason other than our breach of these Terms). You cannot terminate your Membership after the Medical Testing has completed, unless we are in breach of these Terms.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Acceptance

These terms and conditions (Terms) are entered into between HC Operating Pty Ltd T/A Health Circle Co. ACN 664 282 553 (we, us or our) and you, together the Parties and each a Party.

We provide our online platform (Platform) as a mobile application (App), where you can access our Services and make a booking for an initial health consultation with an Australian registered medical practitioner (Doctor) who will discuss your health with you and recommend a course of action to assess your health.

You accept these Terms by the earlier of: (a) accepting these Terms on the Platform; (b) filling out the consultation form on our Platform (Consultation Form); or (c) using our App.

Amendment

We may amend these Terms at any time by providing written notice to you. By clicking "I accept" or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Membership with effect from the date of the change by providing written notice to us. If you cancel your Membership:

You will no longer be able to access our Services (including our Platform and App) on and from the date of cancellation.
If you have paid Fees upfront, you will be issued a pro-rata refund based on the portion of the Membership Period remaining.

If you access or download our App from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service, or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.

Exclusion Criteria

Our Services are not suitable for certain individuals, including those who are:

Under 18 years of age;
Pregnant;
Currently diagnosed with cancer; or
Subject to any other criteria or conditions listed on our Platform, or as set out by the Doctor.

By continuing with our Services, you warrant that you do not meet the Exclusion Criteria.

2. Services

Our services include providing you with access to the Platform, and depending on your Membership, this may include access to consultations with a Doctor, preparation of a personalised health program (Program) and, where you sign up for a Membership, access to our additional health modules (at an additional cost) (Modules). You can find a list of the services included in your Membership on our website.

You acknowledge and agree that specific tests and services included in your Program may vary depending on your state or territory of residence. We will inform you of any state-specific variations that apply to your Program. Any testing carried out by our Doctors will be specific to your needs, including any restriction applicable to the state in which you are receiving the Services.

The specific Exclusion Criteria applicable to your Membership type will be set out on the Platform. You acknowledge that different Membership types may have different eligibility requirements.

3. Memberships and Modules

Our Platform and Services can only be accessed if you meet the eligibility criteria. You acknowledge and agree that we reserve the right to accept or reject a request for your use of our Platform and Services subject to you meeting the eligibility criteria.

If we consider (acting reasonably) that you satisfy the eligibility criteria and that we are able to assist you, we will send you an invitation to book an introduction call with us to further discuss our Services and your Membership options (Initial Consultation).

Once you have attended the Initial Consultation (if applicable), you must sign up for an account on the Platform (Account) in order to access the Services and Membership. You must keep your information up-to-date (and ensure it remains true, accurate and complete), keep usernames and passwords secure and confidential, and notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account.

When you sign up for the Membership, you can access the digital experience we provide via our Platform and App. This allows you to see your Reports and any raw data of your Records and Medical Testing.

We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter. If it cannot be resolved, we may terminate your Account and your access to our Services will end.

When using our App, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your mobile device. You agree to accept responsibility for all activities that occur under your account or password.

We may from time to time provide updates to the App. You acknowledge and agree that we may require you to install these updates to continue using the App, and you agree to promptly install any updates we provide.

4. Initial Consultation, Onboarding and Consultations

The onboarding and consultation requirements for your Membership will be set out on the Platform and will vary depending on your Membership type. Some Memberships may require Initial Consultations and Onboarding Consultations as described in this clause 4, while other Memberships may have alternative onboarding processes including online medical questionnaires and asynchronous pathology referral issuance. You will be clearly informed of the onboarding process applicable to your chosen Membership type before purchase.

Initial Consultations (if included within your Membership) are held via Google Meet with one of our non-medical professional care managers (Care Manager).

Following your Initial Consultation, you may book an onboarding consultation with one of our Doctors (Onboarding Consultation). Before you can book an Onboarding Consultation, you must:

Pay the Initial Consultation Fee for the Onboarding Consultation, using the payment link emailed to you by your Care Manager; and
Complete the Membership Form.

If you do not pay the Initial Consultation Fee or complete the Membership Form, you will not be able to book an Onboarding Consultation.

You may choose to:

Pay the Membership Fee (including the Initial Consultation Fee) upfront prior to your Onboarding Consultation; or
Pay only the Initial Consultation Fee prior to your Onboarding Consultation and, following your Onboarding Consultation, pay the remaining Membership Fee balance either:
- As a lump sum within the timeframe specified in clause 4.8; or
- Where available for your chosen Membership type, by monthly instalments as set out on our Platform.

If you opt to pay the Membership Fees in full prior to your Onboarding Consultation and, after your Onboarding Consultation, you decide not to proceed with a Membership, we will retain the Initial Consultation Fee and refund you the remaining balance of the Membership Fee. You acknowledge and agree that retaining the Initial Consultation Fee reflects a genuine pre-estimate of loss for the Doctor's time in an Onboarding Consultation.

You acknowledge and agree that if you cancel or reschedule your Initial Consultation with less than 48 hours' notice, you will forfeit the Initial Consultation Fee for that Initial Consultation. You agree to pay the Initial Consultation Fee again if you wish to rebook. You acknowledge and agree that the fees payable under this clause are a genuine pre-estimate of the loss we may suffer by reason of your late cancellation or rescheduling.

You acknowledge and agree that payment of the Initial Consultation Fee does not commit you to the Membership. The Membership rights and obligations only arise after you have paid the Membership Fee and confirmed your Membership through your account.

During the Onboarding Consultation, the Doctor will discuss your medical history and any concerns you may have. If, in the Doctor's professional opinion, Medical Testing is required, the Doctor will provide you with the appropriate referrals for such Medical Testing. We make no guarantee that a Doctor will provide you with a referral for Medical Testing following the Onboarding Consultation.

You will receive a summary of the Onboarding Consultation via email, which includes a summary of your personalised Program. If you decide to proceed with our Membership, you must provide us with consent to charge your credit card on file for the remaining Membership Fee within 4 days after your Onboarding Consultation. You can provide consent in writing, or by confirming your Membership through your Account. You acknowledge and agree that the Initial Consultation Fee is non-refundable even if you elect to not proceed with our Membership.

You are able to book follow-up consultations with our Doctors (Consultations) throughout the term of your Membership. You may need to book a Consultation to go through the results of any Medical Testing.

You agree that the Initial Consultation, Onboarding Consultation and all other Consultations may be transcribed for quality and assurance purposes using a third-party service provider. The transcripts will be handled in accordance with our Privacy Policy.

You may cancel or reschedule a Consultation by providing us with 4 Business Days' notice in writing via email, identifying your Consultation and requesting cancellation or rescheduling. Your Consultation will not be cancelled or rescheduled until we provide written confirmation.

You acknowledge and agree that if you cancel or reschedule your Consultation with less than 4 Business Days' notice, you will pay us the Consultation Cancellation Fee. You acknowledge and agree that this fee is a genuine pre-estimate of the loss we may suffer by reason of your late cancellation or rescheduling.

Due to unforeseen circumstances, you acknowledge and agree that we or the Doctor may need to reschedule the date of your Consultation. Where we need to reschedule, we will notify you at our earliest convenience and reschedule at a time to be agreed between the Parties.

Memberships Without Synchronous Consultations

For Memberships that do not include synchronous consultations:

You will complete any required medical questionnaires or assessments via the Platform with true, accurate, complete and current information; and
Pathology referrals may be issued by a Doctor following review of your medical information, without a synchronous consultation.

You acknowledge and agree that:

All Initial Consultations, Onboarding Consultations and Consultations are conducted via video telehealth with Australian-registered medical practitioners;
The Doctors engaged by us undergo dedicated education and training processes specific to our methodology and protocols;
The Doctors are not your personal general practitioner, but are engaged to provide our specific Services; and
For any ongoing medical care or concerns outside the scope of our Services, you should consult with your personal general practitioner or other appropriate healthcare provider.

5. Medical Records, Results and Reports

Your Doctor will use information that you have provided, including Your Data and the results from any Medical Testing (if applicable), to compile a report (Report) and prepare your Program. Depending on your Membership type, Reports may be provided to you via synchronous consultation or asynchronously via the Platform following Doctor review. Where Reports are provided asynchronously, a Doctor will contact you if your results require medical follow-up or further investigation.

You acknowledge and agree that:

With your consent, we will attempt to retrieve accessible medical records from pathology and medical service providers to assist in providing the Services to you;
Records from smaller clinics, private specialists or overseas providers may not be accessible through our systems and must be uploaded by you via the Platform; and
You remain responsible for ensuring all relevant medical information is available to your Doctor.

You acknowledge and agree that where you have provided past medical results and information or data from wearables, your Doctor will not consider all of the information provided when compiling the Report, as your Doctor will not have the capacity to review and analyse large amounts of data spanning several years. Your Doctor will consider the most relevant information and focus on key risks. It is your responsibility to bring to your Doctor's attention any relevant tests or results that you would like them to consider. When preparing your Report, your Doctor may review Your Data but will only review data within 2 years of your appointment date, unless otherwise instructed by you.

You acknowledge and agree that if you do not:

Provide information that is true, correct and complete to us or a Third Party Medical Provider;
Complete all the Medical Testing recommended; or
Follow the instructions of a Third Party Medical Provider,

…this may affect the accuracy of the Report or our ability to provide the Report to you.

While we use reasonable attempts to ensure the accuracy and completeness of the content in the Report, you acknowledge and agree that this is a tool to support your Doctor and the Report should not be relied upon without the input of your Doctor or another medical practitioner. If you have any concerns, you agree to speak with a Doctor regarding the Report.

You agree that the Reports are and will remain our property.

Mid-Year Testing

Where your Program includes mid-year testing, you acknowledge and agree that such testing will comprise only:

Core tests as determined by us in our reasonable discretion that are medically necessary for you; or
Tests that are specifically relevant to your unique medical risk profile as identified in your initial Medical Testing and report.

Asynchronous Report Delivery

Where your Membership includes asynchronous report delivery:

All Reports will be reviewed by a Doctor before being released to you;
If your pathology results indicate clinically significant findings requiring follow-up, a Doctor will contact you directly before or shortly after the Report is released;
You acknowledge that asynchronously delivered Reports are informational tools and do not constitute comprehensive medical advice; and
You should consult your treating general practitioner if you have any concerns about your Report or results.

6. Use of AI

You acknowledge and agree that we may use AI Systems to provide our Program and Modules, provide customer support services, respond to general enquiries, assist with administrative matters (such as appointment scheduling, cancellations and rescheduling) and process Your Data in connection with our Services. Doctors may also use AI Systems we provide, including by using them to take transcripts in Consultations and to compile and inform Reports. The use of AI Systems will be governed by our Privacy Policy.

Where we or any Doctor uses an AI System, we agree to, to the extent of our ability:

Comply with all applicable Laws and industry best practice;
Use reasonable endeavours to ensure that the AI System (including any outputs from the AI System) will not infringe the Intellectual Property Rights of any third party;
Ensure that all outputs of an AI System have material levels of human contribution;
Implement and enforce appropriate human oversight of each AI System's outputs and ensure that these outputs have been validated by us or the Doctors, as applicable; and
Not allow any of your sensitive information to be input into an AI System that trains its model based on that information.

You acknowledge and agree that where AI Systems are used for general customer support (being enquiries that do not involve sensitive information), we will implement technical controls and workflow separation to isolate interactions involving sensitive information from general customer support workflows. Where you input sensitive information into a general customer support channel despite warnings not to do so, we will use all reasonable endeavours to handle such information in accordance with our Privacy Policy and take reasonable steps to ensure deletion or adequate protection of such data, but we are not liable for your decision to input such information contrary to our instructions or warnings.

7. Third Party Providers and Medical Testing

You acknowledge and agree that access to the Platform and App may be reliant on certain Third Party Providers, including IT providers or CRM providers. You agree to comply with the terms and conditions applicable to the relevant Third Party Providers (Third Party Terms) at all times.

You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide the Services.

To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Terms.

As part of the Services, you may receive a referral for Medical Testing. Depending on your state or territory of residence and test availability, Medical Testing may occur at:

Our own clinic;
A Third Party Medical Provider clinic that has partnered with us (Partner Clinic); or
A Third Party Medical Provider of your choice.

The care you receive will not be affected by the location of the Medical Testing.

You acknowledge and agree that:

Where you are provided with a referral for Medical Testing, you are responsible for booking an appointment with the relevant Third Party Medical Providers;
You will comply with the terms and conditions applicable to the relevant Third Party Medical Providers and any reasonable instructions provided by them;
If you do not attend appointments for the Medical Testing, or do not follow the instructions of the Third Party Medical Providers, your Program may not be accurate, or we may not be able to properly prepare your Program; and
We are not responsible for, and have no control over, any consultation, health services or the accuracy of information provided by Third Party Medical Providers.

This clause 7 will survive the termination or expiry of these Terms.

8. Membership Fees, Module Fees and Payment

If you have signed up for a Membership, you must pay the Membership Fees in advance on either an annual or monthly basis as set out on our Platform. You must also pay the Initial Consultation Fee as set out in clause 4 as part of the Membership Fee.

You may also purchase and add on specific Modules to your Membership based on the Report and/or Consultation with the Doctor. Where you purchase a Module, you must pay the applicable Module fee upfront (Module Fees).

The Membership Fees do not include Module Fees. You will be invoiced separately for the specific Modules.

You acknowledge that monthly instalment options may not be available for all Membership types and will be clearly indicated on our Platform at the time of purchase.

The payment methods we offer for the Membership Fees and Module Fees (collectively, Fees) are set out on the Platform. We may offer payment through a third-party provider, for example, Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use that card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account.

We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.

We may need to change the Membership Fees and Module Fees from time to time. If we change the Fees, we will provide you with 30 days' notice of the change. After 30 days, we will apply the updated Fees to your Membership and Module respectively. If the updated Fees are not acceptable to you, you may cancel your Membership and/or Module in accordance with the 'Cancellation of Memberships and Modules' clause.

Our pricing structure takes into account Medicare rebates available for certain medical tests included in our Programs. Where you hold a valid Medicare card, our pricing reflects the benefit of these rebates. Where you do not hold a Medicare card, additional fees apply as we cannot claim Medicare rebates on your behalf and you will be required to pay the full cost of diagnostic tests.

During the membership registration process, you will be required to indicate whether you hold a valid Medicare card. Where you indicate you do not hold a Medicare card, you will be advised of the additional fees applicable before confirming your Membership.

You warrant that any Medicare card information provided is accurate and current. Where Medicare rebates are unavailable due to invalid or expired Medicare card details, you agree to pay any additional costs incurred, including the difference between Medicare and non-Medicare pricing.

9. Your Obligations

You agree to:

Comply with these Terms, all applicable Laws, and our reasonable requests;
Provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;
Ensure that all information and documentation you provide to us in connection with the Terms is true, correct and complete; and
Not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 9.

10. Your Data

You are able to upload past medical testing results, as well as data from wearable devices, to the Platform.

We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

Supply our Services to you (for example, to enable you to access and use our Services), prepare the Report, and otherwise perform our obligations under these Terms;
Diagnose problems with our Services;
Improve, develop and protect our Services;
Send you information we think may be of interest to you based on your marketing preferences;
Perform analytics for the purpose of remedying bugs or issues with our Platform; or
Perform our obligations under these Terms (as reasonably required).

You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

You are responsible for (meaning we are not liable for):

The integrity of Your Data on your systems, networks or any device controlled by you; and
Backing up Your Data.

When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available or providing this to Enterprise Clients (should your Membership be funded by an employer or corporate entity), provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

11. Privacy and Data Retention

We collect, hold, disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws and health records legislation.

You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

You understand that we must retain Your Data, including the Report, and any relevant medical records and test results (Records) in accordance with all applicable Laws (including adhering to any mandated data retention periods). The Records will be held in electronic storage by us during and after the Term, having regard to our statutory obligations under the applicable Laws.

In the event of termination or expiry of these Terms, you may request a transfer of the Records to your current health practitioner. You can also request copies of your Records in accordance with the relevant legislation by lodging a request at support@everlab.com.au.

12. Mobile-Specific Data Retention

In addition to the data collected through our Platform, the App may collect certain mobile-specific data, including but not limited to device information, app usage data, and with your consent, geolocation data.

By using the App, you consent to our collection and use of mobile-specific data as described in this clause and our privacy policy. You can control and manage the collection of certain types of mobile-specific data through your device settings or in-app preferences.

We will retain mobile-specific data only for as long as is reasonably necessary to fulfil the purposes for which it was collected, or as required by law. We may share aggregated, non-personally identifiable mobile-specific data with third parties for analysis, profiling, and reporting purposes.

13. Confidential Information

Each Receiving Party agrees:

Not to disclose the Confidential Information of the Disclosing Party to any third party (subject to the exceptions below);
To protect the Confidential Information of the Disclosing Party from any loss, damage or unauthorised disclosure;
To only disclose the Confidential Information to those of its Personnel who need to know the Confidential Information in connection with these Terms, provided those Personnel keep the Confidential Information confidential in accordance with this clause 13; and
To only use the Confidential Information of the Disclosing Party for the purpose of performing obligations, or exercising rights or remedies, under these Terms.

The obligations above do not apply to Confidential Information that:

Is required to be disclosed for the Parties to comply with their obligations under these Terms;
Is authorised in writing to be disclosed by the Disclosing Party;
Is in the public domain or is no longer confidential, except as a result of a breach of these Terms or other duty of confidence; or
Must be disclosed by Law or by a regulatory authority, including under subpoena, provided that (to the extent permitted by Law) the Receiving Party has given the Disclosing Party notice prior to disclosure.

Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 13. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.

This clause 13 will survive the termination of these Terms.

14. Australian Consumer Law

Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at law, nothing in these Terms excludes those Consumer Law Rights.

Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at law or on any other basis, except where expressly set out in these Terms.

This clause 14 will survive the termination or expiry of these Terms.

15. Liability

To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:

You not providing us or a Third Party Medical Provider with correct and complete current health and medical information;
Your failure to follow the Third Party Terms or any reasonable instructions provided to you by us or a Third Party Medical Provider; and
Any event outside of our reasonable control.

Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by law:

Neither Party will be liable for Consequential Loss;
A Party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;
In respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
Our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

This clause 15 will survive the termination or expiry of these Terms.

16. Term and Termination

Pause or Termination Due to Pregnancy or Cancer Diagnosis

If you become pregnant during your Membership, you must immediately notify us. Your Membership will be paused, and can be resumed at any time where such Exclusion Criteria no longer apply, by you providing written notice to us.

If you are diagnosed with cancer during your Membership, you must immediately notify us. In such circumstances:

Your Membership may be paused until such Exclusion Criteria no longer apply; and/or
You may cancel your Membership by providing written notice to us. If you have paid any part of the Membership Fees upfront, you will be issued a pro-rata refund, having regard to the date of cancellation and the period for which you have paid and any Medical Tests that you have already undertaken.

Termination for Convenience

We may terminate your Membership at any time by giving 30 days' notice in writing to you. Where we terminate your Membership under this clause, we agree to provide you a refund on a pro-rata basis.

You may terminate your Membership prior to the completion of the Medical Testing by giving us notice in writing. Subject to your Consumer Law Rights, if you cancel prior to the completion of the Medical Testing:

Where you have paid your Membership upfront, we will refund you 75% of the Membership Fees for the remainder of the Term; or
Where you pay your Membership on a monthly basis (or any other periodic basis which is not an upfront basis), no refund will be provided.

You agree that you may not terminate your Membership after the completion of the Medical Testing, but you will continue to have access to our Services for the Membership period and no refund will be provided.

You may cancel a Module at any time by giving us notice in writing. Subject to your Consumer Law Rights:

If you cancel prior to the commencement of a Module, we will provide a full refund of the Module Fees; or
If you cancel after the commencement of a Module, no refund will be provided.

You acknowledge and agree that the above cancellation terms represent a genuine pre-estimate of the loss we may suffer by reason of your early cancellation of your Membership or a Module.

Termination for Cause

A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

The other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
The Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

Effect of Expiry or Termination

Upon expiry or termination of these Terms:

We will immediately cease providing the Services and remove your access to the Platform;
Without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
You are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
Where we terminate your Membership, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
We may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 10.

Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

This clause 16 will survive the termination or expiry of these Terms.

17. Notice Regarding Apple

To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

If our App fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

Apple is not responsible for addressing any claims by you or any third party relating to our App or your use of our App, including but not limited to:

Product liability claims;
Any claim that our App fails to conform to any applicable legal or regulatory requirement; and
Claims arising under consumer protection or similar legislation.

Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our App infringes that third party's intellectual property rights.

You agree to comply with any applicable third-party terms when using our App.

Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

18. General

Assignment

Subject to the clause below, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

Assignment of Debt

You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

Disputes

A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.

Force Majeure

Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

As soon as reasonably practical, notifies the other Party in writing of the details of the Force Majeure Event and the extent to which it is unable to perform its obligations; and
Uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party's obligation to pay any amount that is due and payable to the other Party under these Terms.

Governing Law

These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

Notices

Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of email.

Relationship of Parties

These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

19. Definitions

In these Terms, unless the context otherwise requires, capitalised terms have the following meanings:

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended from time to time.

AI System means any machine-based system that can, for given sets of objectives, generate outputs such as predictions, recommendations, decisions, or content that can influence the environment it interacts with, and includes generative AI tools, large language models, chatbots, and AI-assisted productivity tools.

Business Day means a day on which banks are open for general banking business in Sydney, New South Wales, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date you accept these Terms under clause 1.3.

Confidential Information means information which: (a) is disclosed to the Receiving Party in connection with these Terms at any time; (b) relates to the Disclosing Party's business, assets or affairs; or (c) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms — whether or not such information or documentation is reduced to a tangible form or marked in writing as "confidential", and howsoever the Receiving Party receives that information.

Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise: (a) any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission; and/or (b) without limiting (a), any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data. However, the Parties agree that your obligation to pay us the Fees under these Terms will not constitute "Consequential Loss".

Consultation Cancellation Fee means our administrative fee chargeable where you cancel or reschedule your Consultation under clause 4.12, as set out on our Platform.

Consumer Law Rights has the meaning given in clause 14.1.

Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.

Enterprise Client means an employer, corporate entity, or organisation that funds Memberships for its employees or members.

Fees means Membership Fees and/or Module Fees paid by you under these Terms.

Force Majeure Event means any event or circumstance which is beyond a Party's reasonable control including but not limited to acts of God (fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster), civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Initial Consultation Fee means the fee payable for the Initial Consultation. This fee will be advised to you by your Care Manager or set out in the payment link provided.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Medical Testing includes tests or investigations by other medical or health providers such as pathology or imaging tests.

Membership means either our Annual Membership, Module Membership or Essentials Membership, or other membership types as set out on our Platform from time to time.

Membership Fees means the membership fees payable for our Membership, as set out on our Platform.

Membership Form means the medical profiling questionnaire and consent form that we provide to you, and which you must complete, in order to sign up for a Membership with us.

Membership Period means the duration of your Membership as set out on our Platform.

Modules means all additional health programs that you can sign up for and as set out on our Platform.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Services, whether before or after the date of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Records has the meaning set out in clause 11.5.

Receiving Party means the Party receiving Confidential Information from or on behalf of the Disclosing Party.

Reports has the meaning set out in clause 5.1.

Term means the term of your Membership and these Terms.

Third Party Provider or Third Party Providers means third parties or services provided by third parties, including IT providers, CRM providers or hosting providers.

Third Party Medical Provider or Third Party Medical Providers means third parties or medical services provided by third parties that we refer you to, including medical practitioners or specialists in areas including pathology or imaging.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data (including test results, past imaging reports, data from your wearables) supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

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