Terms and Conditions

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.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.

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.

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 judgments, 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:

(a) 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.
(b) 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.
(c) 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.

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

1. Acceptance
1.1 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.
1.2 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.
1.3 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).(c) Using our App.
1.4 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 in these Terms by providing written notice to us. If you cancel your Membership:
(a) You will no longer be able to access our Services (including our Platform and App) on and from the date of cancellation.(b) If you have paid Fees upfront, you will be issued a pro-rata refund based on the portion of the Membership Period remaining.
1.5 If you access or download our App from:(a) The Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service.(b) The Google Play Store, you agree to the Android Google Inc. Terms and Conditions, including the Google Apps Terms of Service.

2. Services
2.1 Our services include providing you with access to the Platform, 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 (Modules). You can find a list of the services included in your Membership on our website (Services).

3. Memberships and Modules
3.1 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.
3.2 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).
3.3 Once you have attended the Initial Consultation, you must sign up for an account on the Platform (Account) 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 unauthorized access to your Account.
3.4 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.
3.5 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 to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter or, if it cannot be resolved, then we may terminate your Account, and your access to our Services will end.
3.6 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.
3.7 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
4.1 Initial Consultations are held via Zoom with one of our non-medical professional care managers (Care Manager).
4.2 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:
(a) Pay the Initial Consultation Fee using the payment link emailed to you by your Care Manager.
(b) 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.
4.3 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 Initial Consultation.
4.4 You will receive a summary of the Onboarding Consultation via email, which includes a summary of your personalised program (Program). If you decide to proceed with our Membership, you may access the full Program by paying an additional fee via the link provided to you in the email.
4.5 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.
4.6 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.
4.7 You may cancel a Consultation at any time by emailing us, identifying your Consultation, and requesting the cancellation of your Consultation. Your Consultation will not be cancelled until we provide confirmation of the cancellation of your Consultation in writing.
4.8 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 a Consultation, we will notify you at our earliest convenience, and we will reschedule at a time to be agreed between the Parties.

5. Results and Reports
5.1 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.
5.2 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 by you when compiling the Report as your Doctor will not have the capacity to review and analyze large amounts of data spanning several years. Your Doctor will consider the most relevant information and focus on key risks when compiling the Report. 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 Your Data that is within 2 years of your appointment date unless otherwise instructed by you.
5.3 You acknowledge and agree that if you do not:
(a) Provide information that is true, correct, and complete to us or a Third Party Medical Provider;
(b) Complete all the Medical Testing recommended; or
(c) 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.
5.4 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.
5.5 You agree that the Reports are and will remain our property.

6. Third Party Providers
6.1 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.
6.2 You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide the Services.
6.3 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.
6.4 This clause will survive the termination or expiry of these Terms.

7. Third Party Medical Providers
7.1 You acknowledge and agree that:
(a) Where you are provided with a referral for Medical Testing, you are responsible for booking an appointment with the relevant Third Party Medical Providers.
(b) You will comply with the terms and conditions applicable to the relevant Third Party Medical Providers and any reasonable instructions provided by the Third Party Medical Providers.
(c) 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.
(d) 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.
7.2 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 Medical Provider that does not perform its services professionally or accurately.
7.3 This clause will survive the termination or expiry of these Terms.

8. Membership Fees, Module Fees, and Payment
8.1 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 (Membership Fees).
8.2 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).
8.3 The Membership Fees do not include Module Fees. You will be invoiced separately for the specific Modules.
8.4 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.
8.5 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 authorized to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorize 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 authorized signatory on the account for which you provide details.
8.6 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
8.7 The Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.
8.8 We may need to change the Membership Fees and Module Fees from time to time. If we change the Membership Fees and Module Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Membership Fees and Module Fees to your Membership and Module, respectively. If the updated Membership Fees and Module Fees are not acceptable to you, you may cancel your Membership and/or Module in accordance with the ‘Cancellation of Memberships and Modules’ clause.

9. Your Obligations
9.1 You agree to:
(a) Comply with these Terms, all applicable Laws, and our reasonable requests.
(b) Provide us with all documentation, information, instructions, cooperation, and access reasonably necessary to enable us to provide the Services.
(c) Ensure that all information and documentation that you provide to us in connection with the Terms is true, correct, and complete.
(d) Not (or not attempt to) disclose or provide access to the Services to third parties without our prior written consent.
9.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause.

10. Your Data
10.1 You are able to upload past medical testing results as well as data from wearable devices to the Platform.
10.2 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, back up, 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:
(a) 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.
(b) Diagnose problems with our Services.
(c) Improve, develop, and protect our Services.
(d) Send you information we think may be of interest to you based on your marketing preferences.
(e) Perform analytics for the purpose of remedying bugs or issues with our Platform.
(f) Perform our obligations under these Terms (as reasonably required).
10.3 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.
10.4 You are responsible for (meaning we are not liable for):
(a) The integrity of Your Data on your systems, networks, or any device controlled by you.
(b) Backing up Your Data.
10.5 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, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

11. Privacy and Data Retention
11.1 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.
11.2 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).
11.3 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).
11.4 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.
11.5 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.
11.6 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 hello@everlab.com.au.
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12. Mobile-Specific Data Retention
12.1 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.
12.2 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.
12.3 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
13.1 Each Receiving Party agrees:
(a) Not to disclose the Confidential Information of the Disclosing Party to any third party (subject to subclause 13.1(c)).
(b) To protect the Confidential Information of the Disclosing Party from any loss, damage, or unauthorized disclosure.
(c) 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 10.
(d) To only use the Confidential Information of the Disclosing Party for the purpose of performing obligations or exercising rights or remedies under these Terms.
13.2 The obligations in clause 13.1 do not apply to Confidential Information that:
(a) Is required to be disclosed for the Parties to comply with their obligations under these Terms.
(b) Is authorized in writing to be disclosed by the Disclosing Party.
(c) 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.
(d) 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.
13.3 Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 10. 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 10.
13.4 This clause 10 will survive the termination of these Terms.

14. Australian Consumer Law
14.1 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.
14.2 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.
14.3 This clause 14 will survive the termination or expiry of these Terms.

15. Liability
15.1 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:
(a) You not providing us or a Third Party Medical Provider with correct and complete current health and medical information.(b) Your failure to follow the Third Party Medical Terms or any reasonable instructions provided to you by us or a Third Party Medical Provider.
(c) Any event outside of our reasonable control.
15.2 Despite anything to the contrary, but subject to your Consumer Law Rights, to the maximum extent permitted by law:
(a) Neither Party will be liable for Consequential Loss.
(b) 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.
(c) (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.
(d) 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.
15.3 This clause 15 will survive the termination or expiry of these Terms.

16. Term and Termination
16.1 Termination for Convenience
‍We may terminate your Membership at any time by giving 30 days’ notice in writing to you. We will provide you a refund on a pro-rata basis.
16.2 You may terminate your Membership at any time during the Term by giving us notice in writing. Subject to your Consumer Law Rights:
(a) If you cancel prior to the completion of the Medical Testing, we will refund you 75% of the Membership Fees.
(b) If you cancel after the completion of the Medical Testing, no refund will be provided.
16.3 You may cancel a Module at any time by giving us notice in writing. Subject to your Consumer Law Rights:
(a) If you cancel prior to the commencement of a Module, we will provide a full refund of the Module Fees.
(b) If you cancel after the commencement of a Module, no refund will be provided.
‍Termination for Cause
16.4 A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) 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.
(b) The Defaulting Party goes bankrupt, insolvent, or is otherwise unable to pay its debts as they fall due.
16.5 Upon expiry or termination of these Terms:
(a) We will immediately cease providing the Services and remove your access to the Platform.
(b) 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.
(c) 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.
(d) 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).
(e) 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 13.16.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.16.5 This clause 16 will survive the termination or expiry of these Terms.

17. Notice Regarding Apple
17.1 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.
17.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
17.3 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, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be our responsibility.
17.4 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:(a) Product liability claims.(b) Any claim that our App fails to conform to any applicable legal or regulatory requirement.(c) Claims arising under consumer protection or similar legislation.
17.5 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.
17.6 You agree to comply with any applicable third-party terms when using our App.
17.7 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.
17.8 You hereby represent and warrant that:(a) 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.(b) You are not listed on any U.S. Government list of prohibited or restricted parties.

18. General
18.1 Amendment
We may amend these Terms at any time by providing written notice to you. By clicking “I accept” or continuing to use the Platform and our Services 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 and it adversely affects your rights, you may cancel your Membership with effect from the date of the change in these Terms by providing written notice to us. If you cancel your membership:(a) You will no longer be able to use the Platform on and from the date of cancellation.(b) If you have paid Fees upfront, you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.
18.2 Assignment: Subject to clause 18.3, 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).
18.3 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.
18.4 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.
18.5 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:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) 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.
18.6 Governing Law: These Terms is 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.  
18.7 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 transmission by email.
18.8 Relationship of Parties: These Terms is 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 meanings given to them in the Schedule, and:
‍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.
‍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.
‍Confidential Information means information which:is disclosed to the Receiving Party in connection with these Terms at any time;relates to the Disclosing Party’s business, assets or affairs; orrelates 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: any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into these Terms as the probable results of the relevant breach, act or omission; and/orwithout limiting subclause (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”.
‍Consumer Law Rights has the meaning given in clause 14.1.
‍Disclosing Party means the Party disclosing Confidential Information to the Receiving Party.
‍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 including 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.
‍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 or Module Membership.  
‍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.
‍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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