These terms and conditions form an agreement between Metluma Pty Ltd ACN 664 523 255 (Company) and an individual registering to be a user of the Company’s Services (referred to as the Customer) (Terms and Conditions).

The Company operates an online health platform (Platform) focussed on women’s health and provides services (Services) which include: 

• facilitating communications (including advice and consultations, where applicable) between the Customer and the following practitioners and non-practitioners:
  • health practitioners, including doctors and nurse practitioners (Practitioners); and
  • medical, allied health and support staff and service providers (Contributors),

each of whom has (whether directly or indirectly) an arrangement with the Company (but does not, to avoid doubt, act on the Company’s behalf); and

• providing access to the Platform, which contains:
  • certain records of the Customer’s communications with Practitioners and Contributors and other medical information; and
  • support information and services including community support, individual support, tracking functions, analytical insights and information about various aspects of women’s health.

Important information

Please note that:

• the Company may vary these Terms and Conditions from time to time (see clause 2);
• the Company may vary the Fees and payment terms applying to the Services at any time (see clause 1); and
• the Company limits its overall liability under these Terms and Conditions (see clause 2) and excludes certain forms of liability under these Terms and Conditions (see clause 12.3),

although nothing in these Terms and Conditions affects the Customer’s statutory rights as a consumer.

1. Defined terms and interpretation
   • Defined terms

The following definitions apply unless the context requires otherwise:

App has the meaning given in clause 3.3(b).

App Stores means the Apple and Google Play stores.

Australian Consumer Law means the Australian Consumer Law in Schedule 2 of the Consumer and Competition Act 2010 (Cth).

Business Day means:

• for the purpose of sending or receiving a notice, a day which is not a Saturday, Sunday, a bank holiday or a public holiday in the city where the notice is received; and
• for all other purposes, a day which is not a Saturday, Sunday, a bank holiday or a public holiday in Sydney, Australia.

Business Hours means from 9.00am to 5.00pm on a Business Day.

Company IP has the meaning given in clause 7.1(a).

Corporations Act means the Corporations Act 2001 (Cth).

Customer Data means any information (including information contained in documents or material):

• uploaded directly into the Platform by or on behalf of the Customer, including any information about the Customer that is uploaded by a Practitioner or Contributor;
• which has been provided by or on behalf of the Customer to the Company, including in electronic storage devices, in order for the Company to perform the Services; or
• about the Customer which has been generated on or collected via the Platform.

Customer IP has the meaning given in clause 7.2(a).

Customer Personal Information means Personal Information that is contained in the Customer Data.

De-identified Customer Data means Customer Data in respect of which all Personal Information and information identifying the Customer has been removed by such Customer Data being aggregated with other data sets, anonymised or otherwise.

Fees means the fees (if any) payable by the Customer to the Company under these Terms and Conditions.

Force Majeure Event means any circumstance beyond the reasonable control of a party (other than lack of funds), whether or not foreseeable at the date of these Terms and Conditions, which results in a party being unable to observe or perform or continue to perform on time an obligation under these Terms and Conditions.

Intellectual Property Rights means all present and future rights to:

• trade marks, trade names, domain names, logos, patents, inventions, design rights, copyrights, circuit layout rights, trade secrets, and the right to have information kept confidential (including know-how), and all similar rights in any part of the world; and
• where the rights referred to in paragraph (a) are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such applications.

Loss means:

• any claim, demand, remedy, requisition, objection, suit, injury, damage, loss, liability, action, proceeding, right of action or claim for compensation;
• a valid request, direction, notice, demand, requirement, condition (including condition of an approval) or order from an authority that requires anything to be done or not to be done; or
• any reasonable cost (including legal costs on a solicitor and client basis), charge, expense, outgoing, payment or other expenditure of any nature.

Platform means the Metluma online platform.

Personal Information has the meaning given in the Privacy Act.

Personnel in respect of the Company means officers, employees, agents, contractors and sub-contractors of that party.

Privacy Act means the Privacy Act 1988 (Cth).  

Privacy Policy means the Company’s privacy policy available at hello@metluma.com, as amended from time to time.

Related Bodies Corporate has the meaning given in the Corporations Act.

Underlying Systems means the IT solutions, systems and networks (including software, firmware and hardware) used to provide the Platform and the Services, including any third party solutions, systems, data hosting providers and networks.

Usage Right has the meaning given in clause 3.2(a).

Upgrades means any upgrades made to or new releases of the Platform issued in accordance with clause 4.1.

Virus means any virus, Trojan horse, worm or other software routine designed to permit unauthorised access to any software or disable any software or data.

Web Service has the meaning given in clause 3.3(a).

• Interpretation

In these Terms and Conditions, except where the context otherwise requires:

• the singular includes the plural and vice versa and a gender includes other genders;
• other grammatical forms of a defined word or expression have a corresponding meaning;
• a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of or schedule or annexure to these Terms and Conditions and a reference to these Terms and Conditions includes any schedule and annexure;
• a reference to a document or agreement, includes the document or agreement as novated, altered, supplemented or replaced from time to time;
• a reference to AUD, AU$ or $ is to Australian dollars;
• a reference to time is to Sydney, Australia time;
• a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
• the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;
• a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms and Conditions or any part of it; and
• if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

• Headings

Headings are for ease of reference only and do not affect interpretation.

2. Acceptance of Terms and Conditions
   • By accepting these Terms and Conditions, the Customer acknowledges and warrants that the Customer has read, understood and agreed to be bound by these Terms and Conditions. The Terms and Conditions form a legally binding agreement between the Company and the Customer. If the Customer does not agree to the Terms and Conditions, the Customer must immediately exit and not access or use the Platform and the Services.
   • From time to time, the Company may review and update these Terms and Conditions. Any changes in the Terms and Conditions will be published in the Web Service and App. Those changes will take effect on the date on which the Customer accepts the changes to these Terms and Conditions.
   • The Terms and Conditions that apply when the Customer requests or receives a Service are those that govern that Service. Any changes to the Terms and Conditions do not affect rights and obligations that arose prior to the change.
3. Customer Account and Usage Right
   • Customer account
     • The Services provided through the Platform are only available to individuals who:
       • are at least 18 years old;
       • can enter into a legally binding agreement with the Company;
       • where relevant, are capable of consenting to medical treatment (as determined by a Practitioner); and
       • create an account with the Company through the Platform (Account).
     • The Customer must create a password and keep its Account secure. If the Customer suspects its Account has been subject to unauthorised use, the Customer must immediately notify the Company and change its password.
   • Grant of Usage Right
     • Subject the Customer complying with these Terms and Conditions, the Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable right to use the Platform for the sole purpose of receiving the Services (Usage Right).
     • All other rights and licences not expressly granted to the Customer by the Company are reserved by the Company.
   • Web Service and App

The Company will make the Platform available:

• as a web service via a URL (Web Service); and/or
• as an application on the App Stores (App).

• Upgrades
  • The Customer acknowledges and agrees that the Company may upgrade or release a new version of the Platform:
    • at its sole and absolute discretion; or
    • as is necessary to meet the requirements of any applicable law or regulation.
  • The Company may, from time to time, develop new features for the Platform and may, at its sole and absolute discretion, offer these new features to the Customer on terms and conditions determined by the Company (in its sole and absolute discretion).

4. Services
   • Consultations with Practitioners
     • When the Customer undertakes a consultation with a Practitioner, the Customer enters into a practitioner-patient treatment relationship with that Practitioner. The Company is not a party to that relationship and is not liable for any services (including the provision of medical advice and the prescribing of medicines) provided as part of that relationship.
     • Practitioners operate with clinical independence and are solely responsible for the healthcare services they provide to the Customer, including compliance with all applicable laws (including privacy laws), standards of care, record keeping and other professional obligations.
     • The Customer acknowledges that the Services do not include general medical advice from the Practitioners and instead only contemplate medical advice and the issuing of prescriptions in connection with women’s health. Accordingly, the Customer acknowledges that a Practitioner with whom it enters a treatment relationship does not replace the role of a general medical practitioner outside the Platform.
     • The Company does not guarantee the Customer will be able to consult with a particular Practitioner. The Customer acknowledges that a Practitioner may, in their absolute discretion, refuse to prescribe medication to the Customer, issue the Customer a repeat prescription and/or provide any other services or referrals requested by the Customer.
     • The Company does not guarantee that a consultation with a Practitioner is suitable for the Customer or is the appropriate course of treatment for the Customer’s health condition(s). The Practitioner with whom the Customer consults will be solely responsible for determining:
       • whether or not a consultation through the Platform is appropriate for the Customer;
       • whether or not to provide the medical and/or health services the Customer request; and
       • what health services are required (if any).
     • The Company takes no responsibility and make no warranties, express or implied, in relation to the content of any consultation between the Customer and a Practitioner (including any medical advice provided, prescriptions given and/or medicine and/or medical device supplied by a Practitioner). The Customer and the Practitioner are responsible for the conduct of each consultation and all information or communications made.
   • Prescriptions issued by Practitioners
     • A Practitioner may issue a prescription for a particular medicine and/or medical device and with a particular number of repeats if they consider it to be clinically appropriate. The Customer acknowledges and agrees that:
       • the decision to issue a prescription is a clinical decision made at the discretion of the Practitioner and with the Customer’s informed consent, and if a Practitioner prescribes the Customer:
         • a medicine and/or medical device for “off label use”, the Customer acknowledges that the prescribed use of that medicine and/or medical device is not listed as one of the indications for use in the Australian Register of Therapeutic Goods; and
         • a medicine that is to be compounded in a pharmacy, the Customer acknowledges that the compounded medicine has not been reviewed for safety, quality or efficacy by the Therapeutic Goods Administration and does not appear in the Australian Register of Therapeutic Goods; and
       • the number of repeats to include with a prescription is similarly subject to the clinical discretion of the Practitioner.
     • The Customer agrees that the fact that a Practitioner prescribes the Customer a particular medicine does not constitute a representation that that medicine is available for dispensing. The Company takes no responsibility and makes no warranties, express or implied, about the available supply of any medicine prescribed by a Practitioner.
   • Services provided by Contributors
     • Certain Contributors may provide medical advice (nurses, pharmacists), dietary advice (dieticians, nutritionists) and general health and exercise advice (health coaches, personal trainers) within their scope of practice.
     • The Customer and the relevant Contributor are responsible for all information or communications made in connection with any medical advice.
   • General
     • The Customer acknowledges that Practitioners and Contributors may request confirmation or clarification of information the Customer has previously provided and may request additional information from the Customer. The Customer agrees to provide accurate, complete and up-to-date information to Practitioners and Contributors, and to correct any previously provided information which is or becomes inaccurate.
     • Practitioners and Contributors will keep records of each consultation or other communication with the Customer and it is their responsibility (where applicable) to maintain the Customer’s clinical and other records as required by law and in accordance with the Privacy Policy. The Company will also hold those records and will maintain them as required by law and in accordance with the Privacy Policy.
     • If a Practitioner prescribes the Customer a medicine, the Customer must carefully read all information provided to the Customer via the Platform about that medicine (as well as any information provided by a pharmacy, if applicable). The Customer must also follow any medical advice provided to the Customer by a Practitioner or a Contributor in relation to any prescribed medicine.
     • It is the Customer’s responsibility to advise the Customer’s general medical practitioner of any medicines or treatments Practitioners have prescribed the Customer. If the Customer would like Practitioners to forward such information to the Customer’s general medical practitioner on the Customer’s behalf, the Customer must advise the Practitioner accordingly and provide the Customer’s written consent for the Practitioner to do so.
     • The Customer should contact the Customer’s general medical practitioner immediately if the Customer’s medical condition changes or symptoms worsen. The Customer agrees that, if the Customer suffers from any noticeable side effects from any medication or treatment the Customer receives, the Customer will either consult the Customer’s general medical practitioner or contact the Company to facilitate a further consultation with a Practitioner.
   • Purchase and dispensing of medicines
     • The Company is not a pharmacy and does not supply any medicines directly to patients.
     • If the Customer has been prescribed a medicine by a Practitioner, the Customer is solely responsible for arranging for the medicine to be dispensed by a pharmacy. The Company takes no responsibility for and make no warranties, express or implied, in relation to the correct dispensing of (or the decision to dispense) the Customer’s medicines by a pharmacy. In particular, if a pharmacy compounds a medicine on the basis of a prescription issued by a Practitioner, the Company takes no responsibility for and make no warranties in relation to the safety, quality or efficacy of that compounded medicine.
     • The Customer acknowledges that the relevant pharmacy and/or a Practitioner may not agree to dispense the Customer’s medicine for any reason, including on the basis of their clinical judgement or the unavailability of the prescribed medicine, in their absolute discretion.
     • If the relevant pharmacy is unable to dispense the Customer’s prescribed medicine due to unavailability, the Customer acknowledges that the Customer’s treatment plan may be paused.

5. Fees
   • Fees
     • Fees are payable by the Customer for certain Services provided by the Company. The details of these Services, the associated Fees and the associated payment terms are available at hello@metluma.com.
     • The Company may, in its sole and absolute discretion, vary the Fees and payment terms applying to the Services at any time. Any change to the Fees or payment terms applying to the Services will be immediately effective upon the publication of that change on the Platform or by otherwise providing notice to the Customer and will apply to the Services requested by the Customer following that change.
     • If the Customer has booked or paid for Services prior to a change in Fees or payment terms being published on the Platform or otherwise notified to the Customer, but have not received the Services prior to that change taking effect, the Customer will not be charged more for the applicable Services at the time the Customer receives them.
     • All prices listed on the Platform for the Services are inclusive of GST.
   • General
     • The Company will provide the Customer with an invoice for Services provided by the Company or on its behalf.
     • Consultations provided via the Platform by a Practitioner who is a doctor are not eligible for Medicare rebates covered under Medicare, bulk billing is not offered and no Medicare rebate is available.
     • If the Customer is eligible to claim private health insurance benefits for any Services the Company provides, the Customer is responsible for submitting the paid invoice to its insurer to claim any eligible benefits.
     • The Customer is solely responsible for maintaining the accuracy of its details, including its private health insurance details and any bank account or credit card details to which it would like to receive payments. The Company disclaims any and all liability for claims or payments which cannot be processed due to incorrect information provided by the Customer.

6. Customer Data
   • Customer Data
     • As between the Customer and the Company, all Customer Data is owned by the Customer.
     • The Customer grants to the Company, and warrants that it has the right to grant to the Company, a limited, non-exclusive, non-transferable, royalty-free and revocable licence to use the Customer Data for the Term to allow the Company to perform its obligations under these Terms and Conditions.
   • De-identified Customer Data

The Customer grants to the Company, and warrants that it has the right to grant to the Company, a perpetual, non-exclusive, irrevocable, transferable and royalty-free licence to use, reproduce, edit, adapt and exploit the De-identified Customer Data for:

• any purpose in connection with Company’s business (including the purpose of further development of the Platform and the Company’s other goods and services, and reporting); and
• general (non-Customer specific) research, insights and reporting, including by third parties such as medical research organisations.

• Privacy
  • In providing the Services, the Company may deal with and the Platform may host Customer Personal Information when, and for the purpose of, providing the Services under these Terms and Conditions.
  • The Company must comply with applicable Privacy Laws and the Privacy Policy when handling Customer Personal Information.
• Warranty

The Customer warrants and represents that Customer Data does not, and the Customer providing Customer Data to the Company does not, breach the privacy, confidentiality, or Intellectual Property Rights of any person at any time, or any applicable law or regulation.

• Access

The Company may permit access to the Customer Data by or disclose the Customer Data to:

• any duly authorised law enforcement officer; or
• any other person if required by law (including in response to any actual or suspected data breach),

and the Customer is responsible for direct and indirect costs associated with granting such access if the reason for the access or disclosure arises out of or in connection with the Customer’s acts or omissions.

• Loss

If the Company or its Personnel directly cause or contribute to any loss, corruption or destruction in the accessibility or useability of the Customer Data, the Company must, at its own cost and expense, use its reasonable endeavours to restore such data. Subject to clause 12.1, this is the entire obligation and sole remedy for the Company’s (or its Personnel’s) loss of Customer Data.

7. Intellectual Property
   • The Company’s Intellectual Property Rights
     • All Intellectual Property Rights in or subsisting in all information, materials and services developed or provided by the Company in connection with these Terms and Conditions, including:
       • the Platform, including:
         • the source and object code of the Platform;
         • any Upgrades;
         • Platform design and Platform functionality;
         • all other applications contained within the Platform; and
       • all creative content, marketing materials, and documentation,

but excluding all ownership rights in the Customer Data (together, the Company IP) shall remain the sole and exclusive intellectual property of the Company or its licensors.

• To the extent, if any, that ownership of the Company IP does not automatically vest in the Company by virtue of these Terms and Conditions or otherwise, the Customer hereby transfers and assigns to the Company all rights, title and interest which it may have in and to the Company IP.

• Customer’s Intellectual Property Rights
  • Subject to clause 3, all Intellectual Property Rights in or subsisting in all information and materials developed, owned or licenced by the Customer and provided by the Customer to the Company in connection with these Terms and Conditions (Customer IP) shall remain the sole and exclusive intellectual property of the Customer.
  • To the extent, if any, that ownership of the Customer IP does not automatically vest in the Customer by virtue of these Terms and Conditions or otherwise, the Company hereby transfers and assigns to the Customer all rights, title and interest which it may have in and to the Customer IP.
• Feedback

If the Customer provides the Company with ideas, comments or suggestions relating to the Services and/or the Platform (together Feedback):

• all Intellectual Property Rights in the Feedback, and anything created as a result of the Feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Company; and
• the Company may use or disclose the Feedback for any purpose.

8. Warranties and Acknowledgements
   • Mutual representations and warranties

Each party represents and warrants to the other that:

• the agreement to these Terms and Conditions by it and the performance of its obligations will not breach any law to which it is subject, or breach any contract to which it is a party or by which it is bound; and
• it either has or will obtain all licences, permits, contracts or agreements which are required for it to perform its obligations under these Terms and Conditions.

• The Company’s warranties

The Company warrants that:

• to its knowledge, neither the Platform, nor the use of the Platform by the Customer as contemplated by these Terms and Conditions, infringes, violates or misappropriates any Intellectual Property Rights of any third party;
• to its knowledge, no further authorisation is required to grant the Customer the rights granted under these Terms and Conditions; and
• the Services will be provided with reasonable care and diligence.

• The Customer’s warranties

The Customer warrants and undertakes that:

• to its knowledge, neither the Customer IP nor the use of the Customer IP in connection with the Services or the Platform as contemplated by these Terms and Conditions infringes, violates or misappropriates any Intellectual Property Rights of any third party;
• it will not:
  • use the Services or the Platform for any unlawful or commercial purpose;
  • allow any other person to access the Platform using the Customer’s login credentials;
  • use the Services in any way that interrupts, damages, or impairs the Platform;
  • reproduce, modify, adapt or create derivative works of the Platform;
  • reverse engineer, copy, duplicate, disassemble, decompile, transfer, exchange or translate the Platform or otherwise seek to obtain or derive the source code of the Platform;
  • attempt to undermine the security or integrity of the Platform;
  • remove or tamper with any disclaimers or other legal notices published on the Platform;
  • combine the whole or any part of the Platform with any other software, data or material;
  • attempt to view, access or copy any material or data on the Platform other than the material or data to which the Customer is authorised to access;
  • use the Platform to harm, stalk, threaten, intimidate or otherwise offend Practitioners, Contributors or the Company’s Personnel; or
  • use the Platform in a manner, nor transmit, input or store any Customer Data, that:
    • promotes, endorses or advertises any healthcare practitioners, treatment, medications or other health services in a way that contravenes laws the Customer, the Practitioners or the Contributors must follow;
    • may be considered defamatory, obscene, offensive, threatening, abusive, pornographic, vulgar, profane, indecent or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, fertility status, age, sexual orientation or any physical or mental disability;
    • contains legal, financial or other professional advice;
    • breaches any third party right (including Intellectual Property Rights and privacy rights); or
    • is incorrect or misleading; and
  • it will notify the Company immediately if there are any breaches of clause 3(b).
• Acknowledgments

The Customer acknowledges and agrees that:

• the Company’s ability to provide the Platform in accordance with these Terms and Conditions is dependent on the Customer complying with the connection specifications which are reasonably required to allow the Customer to connect to the Platform and as may be notified by the Company to the Customer from time to time;
• the Company may, from time to time, publish or permit the publication of content on the Platform which is sponsored or commissioned by a third party (Sponsored Content) without any compensation to the Customer, and the Customer must not remove, or attempt to remove, any of the Sponsored Content;
• the Company does not warrant that the Platform and the Services will be uninterrupted, error-free or completely secure;
• the Company does not warrant that the Customer Data will be completely secure;
• the Company is not responsible or liable for monitoring or otherwise ensuring the integrity, completeness or accuracy of any of the Customer Data;
• the Customer assumes all risk associated with use of the internet, including computer viruses transmitted through the Platform;
• communications with employees of the Company (other than, if applicable, Practitioners) do not constitute medical advice;
• information on the Platform is general information and it is not guaranteed all information is correct or current, despite best efforts being taken; and
• the Platform does not promote any one doctor or treatment and the Customer should continue to see a general practitioner for other health matters.

9. Customer’s obligations
   • Customer’s obligations
     • The Customer must:
       • provide all necessary information, documentation and assistance reasonably required by the Company to enable the Company to provide the Services;
       • not omit any information required to be provided to Practitioners or Contributors;
       • ensure all information required by the Company, Practitioners and/or Contributors is provided and that it is truthful, accurate and current;
       • maintain the secrecy and confidentiality of all identification and log-in information required by the Customer to access and use the Services;
       • maintain any licences or authorisations required for the purposes of receiving the Services;
       • ensure all Customer Data required to use the Platform is in the form required by the Company;
       • create an account to access services on the Platform and ensure the password is secure; and
       • notify the Company of suspected unauthorised use of the Customer’s account.
     • The Customer must not:
       • create more than one account to access the Services; and
       • create an account for someone other than the Customer.
     • The Customer and any third parties must not:
       • use any method or process (including data scraping, web-bots, collection or accumulation tool, robot, spider or scripted responses) for the purpose of obtaining, processing, copying, replicating, distributing, reconfiguring, republishing, viewing, assessing, analysing, modifying or replacing any content on, or provided through, the Platform;
       • use, obtain, or attempt to obtain from the Platform, information in order to identify or discover pricing, underwriting, rating and related business methodology or systems; and
       • disrupt access to or interfere with the proper operation of the Web Service and App or do anything that may result in any of these occurring.
     • Viruses

The Customer must not access, store, distribute or transmit any Viruses, or any material during the course of the Customer’s use of the Platform:

• that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
• that facilitates illegal activity; or
• in a manner that is otherwise illegal or causes damage or injury to any person or property.

10. Suspension of Services
    • The Company may, upon written notice to the Customer, suspend the provision of all or part of the Services and the Usage Right and disable the Customer’s access to the Platform, without liability to the Customer, if:
      • the Company reasonably believes the Customer or any of its Personnel has breached clauses 4, 8 or 9;
      • the Customer is in material breach of any other obligation under these Terms and Conditions and where the breach is capable of being remedied, the Customer fails to remedy the breach within 20 Business Days of being notified of the breach;
      • the Company is required to do so by law;
      • a Practitioner engaged by the Customer believes the Platform or the Services are not suitable for the Customer; or
      • the Customer’s behaviour on the Platform, or towards the Company’s Personnel, the Practitioners or the Contributors, is considered inappropriate by the Company (acting reasonably).
    • If the Company suspends all or part of the Services and the Usage Right and disables the Customer’s access to the Platform under clause 10(a), it will as soon as practically possible notify the Customer of:
      • the suspension and disablement;
      • the event that has given rise to that suspension and disablement;
      • what investigations as to the event are being carried out; and
      • the conditions before, and the likely timing by which, the Customer may re-access the Platform.

11. Termination
    • Termination
      • The Company may terminate these Terms and Conditions at any time if:
        • the Company reasonably believes the Customer or any of its Personnel has breached clauses 4, 8 or 9;
        • the Customer is in material breach of any other obligation under these Terms and Conditions and where the breach is capable of being remedied, the Customer fails to remedy the breach within 20 Business Days of being notified of the breach;
        • the Company is required to do so by law;
        • a Practitioner engaged by the Customer believes the Platform or the Services are not suitable for the Customer; or
        • the Customer’s behaviour on the Platform, or towards the Company’s Personnel, the Practitioners or the Contributors, is considered inappropriate by the Company (acting reasonably).
      • The Customer may terminate these Terms and Conditions at any time by not booking further appointments with Practitioners or Contributors, discontinuing use of the Platform and the Services and, if applicable, by deleting the App.
    • Effects of termination

Upon termination of these Terms and Conditions:

• the Usage Right is automatically revoked; and
• subject to clause 12, the Customer is not entitled to a refund for any unused portion of the Fees.

• Without prejudice

The rights of termination conferred by the provisions of this clause are without prejudice to any right of action or remedy of a party in respect of any breach of any term of these Terms and Conditions.

12. Limitation of Liability
    • Consumer guarantees
      • If the Customer is a “consumer” under the Australian Consumer Law, the Services and the Platform come with consumer guarantees under the Australian Consumer Law that cannot be excluded by these Terms and Conditions. Nothing in these Terms and Conditions affects the Customer’s statutory rights as a consumer.
      • For major failures with the Services and/or the Platform, a consumer is entitled:
        • to cancel these Terms and Conditions; and
        • to a refund for the unused portion of the Fees, or to compensation for its reduced value.

A consumer is also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Services and/or the Platform.

• If the failure with the Services and/or the Platform does not amount to a major failure, a consumer is entitled to have the failure with the Services and/or the Platform rectified in a reasonable time and, if this is not done, to cancel these Terms and Conditions and obtain a refund for the unused portion of the Fees.

• Limited liability

To the maximum extent permitted by law and subject to clause 12.1, the Company’s liability for Losses incurred by the Customer arising out of or in connection with these Terms and Conditions and whether in contract, tort (including negligence), statute or otherwise), other than caused by the gross negligence, fraud, criminal conduct or wilful misconduct of the Company, is limited, in aggregate, to $100,000.

• Exclusions
  • To the fullest extent permitted by law, subject to clause 1, and except as expressly provided in these Terms and Conditions, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating to the Platform and the Services are excluded.
  • To the fullest extent permitted by law, subject to clause 1, the Company disclaims any liability resulting from the provision of services (including advice) by Practitioners and Contributors. Liability shall rest with the appropriate provider and shall not be deemed to rest with the Company. All Practitioners and Contributors are solely responsible for the clinical services they perform.
  • The Company does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between the Company and the Customer by law including liability under the Australian Consumer Law. However, where such statutory provisions apply, to the extent to which the Company is entitled to do so and subject to clause 1, the Company’s liability will be limited at its option to:
    • the supply of the services again; or
    • the payment of the cost of having the services supplied again.
  • To the fullest extent permitted by law, the Company is not liable to the Customer, whether in contract, tort (including negligence), statute or otherwise, in connection with any right or remedy conferred on the Customer by law, or any liability of the Company to the Customer as a result of or in connection with these Terms and Conditions:
    • any Loss or damage, not arising naturally, that is, according to the usual course of things, from the relevant breach act or omission, whether or not such Loss may reasonably be supposed to have been in the contemplation of the parties at the time they entered the agreement as the probable result of the relevant breach; and
    • any loss of revenue, loss of profit, loss of opportunity, loss of reputation or loss of data (in each case, whether direct, indirect or consequential),

although this limitation will not apply if and to the extent that the Company is also liable for that loss caused by its breach of the consumer guarantees under the Australian Consumer Law.

13. Force Majeure

A party will not be liable or deemed to be in default for any failure or delay of performance (other than making a payment) under these Terms and Conditions caused by a Force Majeure Event, provided always that the party whose performance is affected by such Force Majeure Event must promptly give written notice of such Force Majeure Event to the other party, specifying the obligations it cannot perform, fully describing the Force Majeure Event and estimating the time during which the Force Majeure Event will continue.

14. General
    • Subject to clause 14(b), a party may only assign these Terms and Conditions or a right under these Terms and Conditions with the prior written consent of the other party.
    • The Company may assign its rights under these Terms and Conditions to:
      • one or more of its Related Bodies Corporate; or
      • to a third party on the sale of the Company’s business or assets (or the business or assets of a Related Body Corporate of the Company) to that third party.
    • Except where these Terms and Conditions expressly state otherwise, each party must bear its own costs in relation to, and associated with, these Terms and Conditions.
    • Except where these Terms and Conditions expressly state otherwise, the rights and obligations of the parties under these Terms and Conditions do not merge on completion of any transaction contemplated by these Terms and Conditions.
    • These Terms and Conditions constitute the entire agreement between the parties in connection with their subject matter and supersedes all previous written agreements or understandings between the parties in connection with their subject matter.
    • Each party must do, at its own expense, everything reasonably necessary to give full effect to these Terms and Conditions and the transactions contemplated by them (including executing documents) and to use all reasonable endeavours to cause relevant third parties to do likewise.
    • If the whole or any part of a provision of these Terms and Conditions is invalid or unenforceable in a jurisdiction it must, if possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable. If however, the whole or any part of a provision of these Terms and Conditions is not capable of being read down, it is severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
    • Any term which by its nature is intended to survive termination of these Terms and Conditions survives termination of these Terms and Conditions.
    • A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise by a party of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy.  A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
    • These Terms and Conditions do not create a relationship of employment, trust, agency or partnership between the parties.
    • These Terms and Conditions will be governed by and construed in accordance with the law for the time being in force in New South Wales, and the parties by entering into these Terms and Conditions, are deemed to have submitted to the non-exclusive jurisdiction of the courts of that State.
    • The Platform may be accessed throughout Australia and overseas. The Company makes no representation that the content of the Platform complies with the laws of any country outside Australia.
15. Emergencies

The Company, and the Services, are not a suitable service for emergency circumstances. If the Customer is in an emergency situation or needs urgent assistance, please call 000 in Australia or the emergency number in the Customer’s country or seek urgent medical help at the nearest hospital emergency department.