CLIENT TERMS AND CONDITIONS

This Activ8Health online platform (Platform) is operated by Nutridesk Pty Ltd (ABN 66 082 390 896) or its successors and assignees (we, our or us). It is available at: www.a8h.com.au and may be available through other addresses or channels. 

These terms and conditions (Terms) apply to Clients who use our Platform and supplement and incorporate our Privacy Policy and Website Terms of Use available on the Platform. There are separate terms and conditions which apply to Practitioners and Warehouses also available on the Platform. In this document, Platform refers to our marketplace regardless of how you access it. The Platform connects patients (Clients, are referred to as you and User) seeking the products, tests or medical services as set out on the Platform (the Items) with select allied health professionals (Practitioners) by facilitating introductions between Practitioners and Clients. The Platform also connects Clients and Practitioners with distributors who supply the Items on the Platform (Warehouses). 

Acceptance

By accessing and/or using our Platform, you: (1) warrant to us that you have reviewed these terms and conditions, including our Privacy Policy and Website Terms of Use (available on the Platform) and you understand them; (2) warrant to us that you have the legal capacity to enter into a legally binding agreement with us and use the Platform; and (3) agree to use the Platform in accordance with these Terms. 

Please read these Terms carefully and cease using the Platform if you do not agree to the Terms. We may, at any time and at our discretion, vary these Terms by publishing the varied terms on our Platform. We recommend you check our Platform regularly to ensure you are aware of our current Terms.
 

Platform Summary - Introductory Service Only

(a)    The Platform provides an introductory service for Practitioners and Warehouses to connect with Clients seeking the Items. The Platform does not provide medical advice nor recommend or endorse any Practitioners, Clients, Warehouses or Items. All queries regarding the Items and associated fees should be directed to the Practitioner or Warehouse through the Platform. 

(b)    Items are carefully selected by us on the Platform, but the Practitioner is the final arbiter of clinical appropriateness and they will discuss the suitability of an Item with the Client. 

(c)    Unless otherwise stated on the Platform, the default dosage for Items is for adults. 

(d)    Selected Items are classified as Practitioner-only (Practitioner-Only Items). These Items can only be purchased by the Client when the Practitioner places the Items in the Client’s shopping cart and are either supplied by the Warehouse (if they are products or tests) or by the Practitioner (if they are medical services). 

(e)    A Client with a requirement for Practitioner-Only Items (1) creates an account on the Platform, (2) reviews the Practitioner Listings and (3) makes a request for a booking by sending the Practitioner a message (Booking Request) through the Platform.

(f)    If a Practitioner desires to work with the Client, the Practitioner may accept the Booking Request (which becomes a Booking). The Practitioner is not obligated to accept the Booking Request. By accepting a Booking Request, the Practitioner confirms that s/he is legally entitled to and capable of supplying the Services described in the Listing. 

(g)    Once a Practitioner has accepted a Booking Request, the Practitioner and Client can communicate privately using our private messaging service and outside of the Platform, including via the My Health Hub, at the Client’s discretion. Each time a Platform user receives a message from the Platform messaging service, a notification may be sent to the user via their currently active communication channel.
(h)    Following acceptance of the Booking Request, the Client must pay the fee set out on the Site to receive the Item. 

(i)    Where applicable, once a Practitioner has provided the Items requested by a Client, the Practitioner and the Client must provide notice that the Items have been supplied by using the Platform functionality (Completed Booking). The Client will be sent an email notification once the Client and Practitioner confirm that the Item has been delivered. 

(j)    A Client with a requirement for non-Practitioner-Only Items (1) creates an account on the Platform (2) reviews the items not classified as Practitioner-Only via the Platform. For non-Practitioner-Only Items, the Client may pay the Warehouse through the Platform’s PayPal payment portal for the Item without interacting with a Practitioner on the Platform.

(k)    In these Terms, fees for Items sold via the Platform are referred to as “Item Fees”.   

(l)    You understand and agree that the Platform is an online introductory platform only, and that our responsibilities are limited to facilitating the user functionality and availability of the Platform. We are not an employment agency or labour hire business and Practitioners are not our employees, contractors, partners or agents. Practitioners work independently and autonomously and are required to maintain their professional indemnity insurance whilst they use the Platform. 

(m)    We are not a party to any agreement entered into between a Practitioner and a Client. We have no control over the conduct of Practitioners or any other users of the Platform.  

(n)    We verify the identity of each Practitioner and approve their application for an Account prior to enabling them to create an Account on the Platform. If you receive Items from a practitioner outside of this Platform and no payment has occurred through this Platform, this practitioner may not be approved for a Practitioner Account and you accept services from this practitioner at your own risk.
 
(o)    We accept no liability for any aspect of the Client and Practitioner and the Client and Warehouse interaction, including but not limited to, the description of Items, adverse reactions to Items, misinterpretation of test results by Practitioners, errors of judgement by a Practitioner when treating the Client, the quality of the Items, any Client’s dissatisfaction with the Items, howsoever arising, and the delivery of any Items. 

Collection Notice

(a)    We collect personal information about you in order to enable you to access and use the Platform, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

(b)    We may disclose that information to third party service providers who help us deliver our services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, third party payment processors and our business partners) or as required by law. If you do not provide this information we may not be able to provide you with access to our Platform.  In certain circumstances, we may disclose your personal information to third parties located, or who store data, outside Australia. 

(c)    Our Privacy Policy contains further information about: (i) how we store and use your personal information; (ii) how you can access and seek correction of your personal information; (iii) how you can make a privacy-related complaint; and (iv) our complaint handling process. 

(d)    By providing personal information to us, you consent to us collecting, holding, using and disclosing your personal information in accordance with our Privacy Policy.
 

Registration and Profiles 

(a)    You can browse and view the Platform as an unregistered user of the Platform.  You must register on the Platform and create an account (Account) to access some features on the Platform, including to communicate with Practitioners, view Practitioner-Only Items and purchase Items. 

(b)    You may only have one (1) Account on the Platform as a Client. 

(c)    You must provide information when registering for an Account including but not limited to, name, date of birth, email address, contact number, billing address and delivery address, and you may choose a password.  

(d)    Once you have registered an Account, your account information will be used to create a profile which you may then curate (Profile). Your Profile is personal and you must not transfer it to others, except with our written permission.

(e)    You must provide accurate, current and complete information during the registration process and you must update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate any Client’s Account and his/her access to the Platform if any information provided to us proves to be inaccurate, not current or incomplete. 

(f)    You are responsible for keeping your Account and Profile details and your password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, whether or not you authorised such activities or actions. 

(g)    You will immediately notify us of any unauthorised use of your Account. 

(h)    At our sole discretion, we may refuse to allow any person to register or create an Account.

(i)    You are not permitted to change your username and password for your Account without our express consent. 
 

Identity Verification

(a)    If we choose to conduct identity verification or background checks on any Platform user, to the extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a user or guarantee that a user will not engage in misconduct in the future. 

(b)    We may offer Practitioners and/or Warehouses the option of verifying their identity and/or validating their Profile or Account using a third-party identity verification service (Third Party ID Service) from time to time.  

(c)    Where a Practitioner and/or Warehouse has elected to verify their identity under this clause, they acknowledge and agree that: 
(1)    we may contact, connect to or otherwise liaise with Third Party ID Services to validate their identity and information (Identity Check); 
(2)    Third Party ID Services may provide us with their personal information or sensitive information, and they consent to us receiving and using this information to enable us to perform an Identity Check; and
(3)    they will be charged a non-refundable fee for the Identity Check (as set out on the Platform), and we will be under no obligation to perform the Identity Check until the relevant fee has been paid to us, in accordance with the requirements specified on the Platform and these Terms.  

(d)    Following a successful Identity Check, the Practitioner and/or Warehouse agrees and acknowledges that:
(1)    we may permit them to use verification signs or badges in connection with their Profile or Account to indicate that a successful Identity Check has been performed (Verification Badge); and
(2)    a Verification Badge may only be used by the individual for whom the relevant Identity Check has been successfully performed and the relevant Verification Badge has been issued, and then, only where that individual is directly providing the relevant goods or services. 

(e)    You acknowledge and agree that:

(1)    the Identity Check and the issuance of a Verification Badge may not be fully accurate, as they are dependent on the information provided by a Practitioner and/or Warehouse information or checks performed by third parties; 
(2)    you should not rely on the Identity Checks or the Verification Badges, and you should make your own inquiries as to the accuracy, legitimacy, validity, credibility or authenticity of any Practitioners and/or Warehouses on the Platform. 
(f)    We make no warranties, representations or guarantees of any kind, whether express or implied, or whether under these Terms, under statute or on any other basis, in relation to or connected with: 
(1)    the accuracy, legitimacy, validity, credibility or authenticity of any users on the Platform;
(2)    the performance of any Identity Check; 
(3)    the issuance of any Verification Badge; and
(4)    to the maximum extent permitted by law, we accept no responsibility and exclude all liability arising from, or connected with, the Identity Checks or the Verification Badges, or any use of or reliance on Identity Checks or Verification Badges.
 

Delivery, Title and Risk 

Depending on the Item purchased by the Client, options for delivery may be made available via our Platform. 

(a)    Location: Please refer to the delivery information on the Platform to check if the Warehouse delivers to your area. If you are not in the delivery area, please contact the Warehouse to discuss your options. If you have paid for Items to be delivered to Our Territorial Exclusions of the territorial exclusions of the Warehouse, you will be refunded all amounts you have paid for such Items. 

(b)    Cost: The cost of the delivery will be set out on the Platform. 

(c)    Timing: The timing or estimated timing for the delivery will be agreed between the Warehouse and the Client. All attempts will be made by the Warehouse to deliver the Items as soon as practicable but Warehouses cannot guarantee that the Items will be delivered by the time or estimated time communicated to you. 

(d)    Method: The method of the delivery will be agreed between the Warehouse and the Client. The Client must contact the Warehouse if they have concerns or questions regarding the method of delivery. 

(e)    Change: If you need to change the delivery date or delivery address, please notify the Warehouse immediately in writing by email. If you are unable to accept the new proposed delivery date, you may be charged a delivery fee by the Warehouse for each additional attempt of delivery, subject to the Warehouse’s policy. You must check the Warehouse’s policy prior to purchasing an Item from them via the Platform. 

(f)    Title: Title in the Items will remain with the Warehouse until you have paid the Item Fee. 

(g)    Risk: Risk of loss, damage or deterioration to any Items will pass to you once the Items have been delivered to you. Once risk in the Items passes, you will be solely responsible for the Items. 

(h)    Freight Charges: Freight charges for Items may vary depending on whether delivery is within Australia or internationally and may need to be adjusted. The freight charge shown in the shopping cart is for delivery within Australia only. For larger and heavier items being delivered interstate or to remote areas, a higher fee may be charged and the Warehouse will contact you to obtain approval before the Items are despatched. International freight charges will vary from Australian freight charges and will need to be adjusted and approved prior to despatch of the Items. 
(i)    Quarantine Process: Items may be sequestered and quarantined by the customs service of a particular country the Item is shipped to. This aspect of customs protection is beyond the control of the Warehouse and falls within the jurisdiction of a particular country's laws and standards for imported goods. You acknowledge and accept that the quarantine process may be lengthy, costly and may affect product stability. You purchase an Item from overseas assuming these risks. 

(j)    Damage: We do not guarantee that Items ordered via our Platform will be delivered without fault or damage. You should contact the Warehouse to discuss your remedies in this situation. 
 

Availability and Cancellation 

All purchases made on the Platform are subject to availability. Warehouses do their best to stock most Items and keep the Platform up-to-date with their availability. 

If there is a considerable delay in dispatching your order, or if for any reason the Warehouse cannot supply you with the Items you have ordered, the Warehouse will contact you as soon as practicable using the contact details you have provided when you placed the order to discuss your options. 

Where you have purchased a Practitioner-Only Item, you must obtain your Practitioner’s approval prior to requesting via the Platform a substituted Practitioner-Only Item. 

Fees and Payments 

(a)    It is free to register an Account on the Platform. There is no charge for a Client to review Content on the Platform, including Practitioner Listings and Items.

(b)    Client’s pay the Item Fee through our third-party payment processor, currently PayPal, or by any other payment method set out on the Platform. 

(c)    Goods and Services Tax (GST) will be charged where applicable. 

(d)    You must not pay, or attempt to pay, for the Items through any fraudulent or unlawful means.  In the absence of fraud or mistake, all payments made are final and you shall not have the right to cancel your purchase for any reason, with exception to action taken under a refund policy. 

(e)    If the Client makes a payment by debit or credit card, the Client warrants that the information provided to us is true, accurate and complete, that the Client is authorised to use the debit or credit card to make the payment, that the payment will be honoured by the card issuer, and that the Client will maintain sufficient funds in the account to cover the purchase price.

(f)    We may set out a number of payment methods on the Platform. The payment method you choose may be subject to additional terms and conditions imposed by the applicable third-party payment processor; please review these terms and conditions before using your selected payment method. 

(g)   All Practitioners and Stakeholders (as defined in the Practitioner Terms and Conditions) including Dr Rodney Lopez, the director of Nutridesk Pty Ltd, receive a commission fee as set out on the Platform for each sale made by Practitioners and/or Warehouses via the Platform.

Licence to use our Platform

We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms.  All other uses are prohibited without our prior written consent.

Client obligations

(a)    You will report to us, any activities or requests of other users which are, or which you reasonably believe to be:
(1)    suspicious;
(2)    inconsistent; or 
(3)    illegal; or likely to have a negative effect on the reputation of the Platform and/or a user. 

(b)    You will notify us if you are dissatisfied with the service of a Practitioner and/or Warehouse. 

(c)    You will check with your treating primary care physician or specialist any test or report results you have received from a Practitioner via this Platform to ensure the validity of the results and to confirm whether any test result(s) may need to be repeated to ensure validity.  All information you receive from this Platform either through the Content or Practitioners including reports or test results, should first be assessed by your treating primary care physician or specialist and medically approved by them before implementation in integrative clinical management.
(1)    It is mandatory that any and all information you receive from this platform either from self-education through this website or including but not limited to,  our practitioner services and practitioner advice through any communication channel or in any communication form, and through platform reports or test results, should first be assessed by your treating primary care physician or specialist and medically approved by them before implementation in integrative clinical management.

(d)    You will update your Practitioner immediately if there is a change in your clinical circumstances to avoid a misdiagnosis. 

(e)    You acknowledge and agree that while the Platform allows Clients, Practitioners and Warehouses to communicate with each other in certain respects, you are not permitted to share the contact information of other users, unless as permitted by these Terms.

(f)    You will not purchase any Items without first consulting a physician if you are pregnant, taking medication, have a history of heart or other medical conditions. 

(g)    Any clinical information you provide via the cloud-based software accessible via the Platform (My Heath Hub) to the Practitioner should be current, complete and accurate. A failure to do so could result in misdiagnosis.

(h)    For the purposes of the Items, you give your express consent for Practitioners you have booked or may book in the future via the Platform to:
(1)    conduct a consultation and collect all information required to be able to diagnose and/or provide treatment options;
(2)    access your medical records, history, any uploaded images, documents, previous consultations and all data available within your Account; and 
(3)    review your medical history for the purpose of checking any allergies or reactions with medications and other dispensing requirements, including to ensure a unified and integrated approach to dietary and exercise management.  
You have the right to refuse consent to any Practitioner by notifying them directly. 

Genetics Testing 

You understand that genetic screening may uncover a gene-disease association such as potential heart disease, Alzheimer’s or other illnesses.  Some of these genetic traits may be modified by diet, exercise and lifestyle changes although this may not always be possible, and you acknowledge that you may require additional treatment or medication to support dietary, exercise and lifestyle interventions if such susceptibility is found. 

You understand that receiving this information may also be distressing if it indicates a disease association. You will discuss this distress with your Practitioner if it occurs and seek the support of a counsellor if required. A Practitioner cannot guarantee that any treatment program they recommend for you will be successful. However, your compliance to treatment protocols will be vital to achieve positive outcomes where possible and this is your responsibility. 

You also understand that genetic screening is an emerging science with new gene variants being discovered and this will be in ongoing process for decades to come. New gene variants may or may not be added to the genetic screening suggested by this Platform and associated but independent practitioners. 

Where a predictive genetic test result has been received before securing insurance cover, the insurance company may require that the results of any genetic test be made available to it.  Please view the fact sheet provided by NSW Health on genetic testing for an informed decision on insurance and testing prior to requesting a genetic screening from a Practitioner via this Platform. Download and read this PDF: Fact Sheet 20 | LIFE INSURANCE PRODUCTS AND GENETIC TESTING IN AUSTRALIA. . This fact sheet may be subject to change or modification. Please search for any new and updated material on this topic as currency is subject to time and the PDF version linked here.

The aim of nutrigenomic testing is to uncover genetic markers that we can modify to promote health or avert adverse clinical outcomes through diet and lifestyle interventions. These findings are important to you as an individual. These nutrigenetic markers are not predictive genes like BRCA (Breast or Ovarian Cancer) or Huntington's Disease (Neurodegenerative). Nutrigenetic markers are suggestive of and not absolutely predictive of outcomes. By undergoing nutrigenetic testing, you indemnify us, our employees, agents and contractors, of any insurance ramifications.

You acknowledge that you understand that genetic risk involves personal change in diet, lifestyle and exercise as genetic expression cannot change without a change in the individual's dietary habits and lifestyle including exercise. You also agree to seek medical advice after obtaining these results and to not act on these results without first seeking medical advice. Practitioners are not physicians and can only offer advice on diet lifestyle modifications not medical options for genetic predispositions. Practitioners are not genetic counsellors and do not possess the skills for this service. 

Prohibited conduct

You must not do, or attempt to do, anything that is unlawful; anything prohibited by any laws which apply to our Platform or which apply to you or your use of our Platform; anything which we would consider inappropriate; or anything which might bring us or our Platform into disrepute, including (without limitation):

(a)    anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

(b)    using our Platform to defame, harass, threaten, menace or offend any person;

(c)    interfering with any user using our Platform;

(d)    use or purchase Items using our Platform if you reside in the United States of America (USA) or Canada including its territories and protectorates  (Excluded Territories);

(e)    engage in fraudulent activities while using our Platform; 

(f)    tampering with or modifying our Platform, knowingly transmitting viruses or other disabling features, or damaging or interfering with our Platform, including (without limitation) using Trojan horses, viruses or piracy or programming routines that may damage or interfere with our Platform;

(g)    anything that might violate any local, state, national or other law or regulation or any order of a court;

(h)    sharing any of our Content with third parties, including clients sourced by you outside of our Platform; 

(i)    using our Platform to send unsolicited email messages; or

(j)    facilitating or assisting a third party to do any of the above acts.
You acknowledge that a failure to refrain from the prohibited conduct outlined in this section is a breach of these Terms which is incapable of remedy and we have no Liability to you arising from such forfeiture.  

Exclusion of competitors

You are prohibited from using our Platform, including the information and materials available on it (Content), in any way that competes with our business. If you breach this term, we will hold you responsible for any loss, damage or expense, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) we suffer, and hold you accountable for any profits that you may make from non-permitted use. 

No commercial use: Our Platform is for your personal, non-commercial use only. You must not use our Platform, or any of the Content, for commercial purposes, including any advertising or advertising revenue generation activity on your own website, without obtaining a licence to do so from us.

Information

The Content is not comprehensive and is for general information purposes only. It is not intended to substitute informed medical advice and care. It does not take into account your specific needs, objectives or circumstances, and is not advice.  While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty regarding it, to the extent permitted by law.

The Content is subject to change without notice. However, we do not undertake to keep our Platform up-to-date and we are not liable if any Content is inaccurate or out-of-date.

You are responsible for researching and verifying the Content and ensuring that you receive professional advice before relying on any aspect of the Content. 

Intellectual Property rights

Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our Platform and all of the Content and you assign to us any intellectual property developed (whether or not in collaboration with us) by you via the Platform immediately upon creation. Your use of our Platform and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our Platform or the Content.

You must not, without the prior written consent of ourselves or the owner of the Content (as applicable): 

(a)    copy or use, in whole or in part, any Content; 

(b)    reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or

(c)    breach any intellectual property rights connected with our Platform, including (without limitation) by:
(1)    altering or modifying any of the Content;
(2)    causing any of the Content to be framed or embedded in another website; or 
(3)    creating derivative works from the Content.

You acknowledge that a failure to refrain from the prohibited conduct outlined in this section is a breach of these Terms which is incapable of remedy and we have no liability to you arising from such forfeiture.  
 

User Content

You may be permitted to post, upload, publish, submit or transmit relevant information and content, including Reviews (User Content) on our Platform.  By making available any User Content on or through our Platform, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through, or by means of our Platform.

You agree that you are solely responsible for all User Content that you make available on or through our Platform.  You represent and warrant that: 

(a)    you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and

(b)    neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve and are not responsible for any User Content. We may, at any time at our sole discretion, remove any User Content.

Third party sites: Our Platform may contain links to websites operated by third parties.  Unless expressly stated otherwise, we do not control, endorse or approve and are not responsible for the content on those websites.  You should make your own investigations with respect to the suitability of those websites.  

Discontinuance: We may, at any time and without notice to you, discontinue our Platform, in whole or in part.  We may also exclude any person from using our Platform, at any time at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion, including any loss or corruption to your data. You are responsible for backing up any data you wish to protect in the event of data loss or corruption.  
 

Consumer Guarantees

(a)    Certain legislation including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to our provision of our services which cannot be excluded, restricted or modified (Statutory Rights).

(b)    Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL.  

(c)    The Items provided to you via our Platform might also confer you certain Statutory Rights. 
Warranties, disclaimers and indemnity.

To the extent permitted by law, we make no representations or warranties about our Platform, the Content, Practitioners, Clients, Warehouses, Items or Practitioner Listings including (without limitation) that:

(a)    test or report results provided by a Practitioner will be accurate and complete;  

(b)    they are complete, accurate, reliable, up-to-date and suitable for any particular purpose; 

(c)    access will be uninterrupted, error-free and free from viruses; 

(d)    our Platform will be secure; or 

(e)    Items are of a particular standard of workmanship or meet the Item description.

We provide the Platform on an “as-is” basis and make no guarantee and hold the exclusive and complete right and discretion to alter, stop, remove, temporarily or indefinitely, any feature, functionality or purpose of the Platform, at any time, and without any notice.
You read, use, and act on our Platform and the Content at your own risk.

Clients should always seek the advice of a doctor or other qualified healthcare provider regarding any medical concerns including before starting, stopping or modifying any treatment or medication notwithstanding any advice or content received or read via the Platform. 
 

Limitation of liability: Despite anything to the contrary, to the maximum extent permitted by law: 

(a)    our maximum aggregate Liability arising from or in connection with these Terms (including the services we provide and/or the subject matter of these Terms) will be limited to, and must not exceed the aggregate amount of fees paid by you to us during the three-month period immediately preceding the event that gave rise to the Liability or $100 if no such fees have been paid; and

(b)    we will not be liable to you for any loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data,whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

(c)    Despite anything to the contrary, to the maximum extent permitted by law, we will have no Liability, and you release and discharge us from all Liability, arising from or in connection with any:  
(1)    event or circumstance beyond our reasonable control;
(2)    purchase of Items by you in Our Excluded Territories or a Warehouse’s excluded territories (as set out on the Platform);
(3)    insurance ramifications resulting from nutrigenetic testing; 
(4)    acts or omissions of you or your personnel;
(5)    any defect, error, omission, lack of functionality or suitability (or the absence of, or reduction in, any anticipated result, outcome or benefit), inaccessibility of, interruption or outage with respect to the Platform;
(6)    failure of our Practitioner insurance renewal reminder function of the Platform; 
(7)    use of the Platform and/or Content;
(8)    interaction you have with other users whether in person or online;
(9)    any injury, adverse reaction, or loss to any person, including in relation to the Items;
(10)    any negligence on your part in informing the Practitioner of your medical history; 
(11)    Content which is incorrect, incomplete or out-of-date; or 
(12)    breach of these Terms or any law.

(d)    You agree that, to the maximum extent permitted by law, these Terms exclude all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in these Terms.

(e)    This clause will survive the termination or expiry of these Terms.
 

Indemnity: To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered by us arising from or in connection with your use of our Platform or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end.  It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.    
 

Refund and Cancellation Policy 

Any cancellation, exchange or refund of Services is strictly a matter between the Practitioner and/or Warehouse and the Client. These terms and conditions agreed to between the Practitioner and/or Warehouse and the Client should be set out clearly in the Practitioner and/or Warehouse’s communication with the Client in respect of the Items.  

Termination

(a)    You may cancel your Account and terminate these Terms at any time via the “Cancel Account” feature (or similar) on our Platform or by sending us an email to the address at the end of these Terms. You can also deactivate your Account at any time by contacting us and we will deactivate your Account for you. If you cancel or deactivate your Account as a Client, any Bookings will be automatically cancelled. 

(b)    We may terminate these Terms for convenience at any time by giving you 30 days’ notice via email to the email address in your Account.

(c)    At our sole discretion, we may suspend your Account or terminate these Terms immediately without notice if (i) you are in breach of these Terms, any applicable laws, regulations or third-party rights (ii) you commit a non-remediable breach of these Terms (iii) (iv) we have received complaints about you including due to repeated cancellations of Bookings.

(d)    If we suspend your Account or terminate these Terms, we will cancel any existing Bookings and in the case of a Client breach, you will lose any amounts paid.

Disputes:

We encourage Practitioners and/or Warehouses and Clients to attempt to resolve disputes (including claims for returns or refunds) with other users directly. In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith.  All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation. We must be notified immediately by the Practitioner and/or Warehouse of any potential legal claim to which the Practitioner and/or Warehouse is party. 

Assignment 

You may not assign, transfer or delegate these Terms and your rights and obligations under the Terms without our prior written consent. We may without restriction assign, transfer or delegate these Terms and any rights and obligations under these Terms, at our sole discretion, with 30 days prior notice. Your right to terminate these Terms, in accordance with these Terms, remains unaffected. 

Severance

If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Jurisdiction

Your use of our Platform and these Terms are governed by the laws of New South Wales. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts. 
Our Platform may be accessed throughout Australia and overseas. We make no representation that our Platform complies with the laws (including intellectual property laws) of any country outside Australia.  If you access our Platform from outside Australia, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Platform.
For any questions and notices, please contact us at:

Nutridesk Pty Ltd (ABN 66 082 390 896) 
Email:  info@a8h.com.au 
Last update: 22 June 2018
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