Terms and conditions

HIGEIA TECHNOLOGIES PTY LTD (ACN 686 944 025) trading as CIRCL.

These Terms and Conditions apply to your use of our CIRCL Website and the CIRCL Platform. In using the Website and Platform and dealing with us for the purchase of Services and goods (where applicable), you agree to be bound by these Terms and Conditions, which constitute a legally binding contract. If you do not accept these Terms and Conditions, you must refrain from using the Website, the Platform, and our Services.

For defined terms (being those capitalised in these Terms and Conditions) see clause 18.

1. Registration, Access and Other Obligations

1.1 In order to use the Platform, and to be able to obtain Services, you will need to register as a user and follow the instructions for signing up on the Platform. You warrant that you are over 18 years of age, reside in Australia, and are capable of forming a legally binding agreement with us.

1.2 Upon registration, you will need to create a password. You are solely responsible for any activity occurring on your account. You must maintain the security of your account details, including passwords. If you suspect unauthorised use of your account or that your password is no longer secure, you must notify us immediately and follow any steps we recommend.

1.3 You may not use another member or user’s account without their permission and must not permit anyone else to use your account.

1.4 Upon registration, and in the course of providing the Services, we may collect personal information from you such as your name, gender, mailing and shipping address, email address, mobile phone number, and medical and health information. You agree to provide accurate and complete information and to keep this information (as well as any credit card or other payment information) updated when interacting with us, and also with any Practitioner. We will treat this information in accordance with our Privacy Policy. You must not use any false identity or provide false details to us.

1.5 You agree that we may make available certain personal information that you provide on registration or thereafter to Practitioners in order for them to perform Consultations and, where they deem appropriate, to recommend treatments and issue Prescriptions. Those Practitioners may use such information as is reasonably necessary including to issue Prescriptions and facilitate their fulfilment by the Pharmacy.

1.6 We may stop (temporarily or permanently) providing access to the Website and/or Platform to you or visitors/users generally, at our discretion and without prior notice.

2. How the Platform Works, and Our Role

2.1 The Platform enables eligible customers to have access to audiovisual telehealth services with Practitioners, who, acting in their professional discretion, may prescribe treatments including Medication. Eligibility is determined following the completion of our screening questionnaire and the Practitioner’s assessment during your Consultation.

2.2 You agree to provide honest and accurate answers to all questions in our screening questionnaire and acknowledge that referral to a Practitioner is at our reasonable discretion.

2.3 You agree and acknowledge that we do not offer or provide any medical or health-related services ourselves. Our role is to operate the Platform, provide the Content that appears on it (including the preliminary questionnaire), and act as a facilitator of confidential Consultations with Practitioners.

2.4 You agree and acknowledge that the Website and Platform, including all Content, do not constitute the provision of medical or nutrition advice and are not intended to be a substitute for obtaining your own independent medical or nutrition advice, including, where appropriate, from your own general practitioner. We do not provide medical or health advice, nor make any representation or warranty that obtaining Consultations and any recommendations arising therefrom are appropriate for your particular medical circumstances.

2.5 Practitioners shall be solely responsible for determining appropriate treatments (if any) and the issuing of Prescriptions (if any). You agree and acknowledge that Practitioners are independent and not our employees or agents and are required to exercise their own independent judgment and professional expertise in determining the suitability of any course of treatment, including whether or not to prescribe or recommend any treatment or Medication.

2.6 Regardless of whether your questionnaire responses indicate that a Consultation would be appropriate, the Practitioner will have the sole discretion as to whether a Consultation is appropriate for you, the form of such Consultation, and the outcome of any such Consultation. This may include the Practitioner referring you to a specialist, or another general practitioner (in which case, the cost associated with obtaining advice from that other person is not covered by your Subscription and will be your responsibility).

2.7 We do not directly supply Medications. If and when they are prescribed, they will be supplied by a Pharmacy; however, we undertake to procure (subject to the limitations set out in these Terms and Conditions) that supply by the Pharmacy to you, if prescribed by the Practitioner.

2.8 You agree that Consultations will be conducted between you and one or more Practitioners and that we have no oversight of or other involvement in such Consultations except to the extent that the Platform enables the making and scheduling of appointments for Consultations and, if deemed appropriate by the applicable Practitioner, facilitates the sending of Prescriptions to Pharmacies, and their delivery of prescribed medication to you (if any). You must provide to Practitioners all relevant and reasonably required information that they seek in order for them to advise, treat, and prescribe (if applicable) for you. When undertaking a Consultation, you enter into a practitioner-patient relationship with the Practitioner, to which we are not a party.

2.9 The content of Consultations will be kept confidential by the Practitioner and is not provided to us, other than to the extent that the Practitioner records notes on the Platform. Our records will also reflect whether any Medication (and the type of Medication) has been supplied to you by the Pharmacy.

2.10 You acknowledge that Consultations are not intended to be a substitute for ongoing medical care that may be provided by your general practitioner or other specialists. You should advise your regular general practitioner of the outcomes of any Consultations and any Medication that you may be prescribed as a result.

2.11 You agree that you will contact your regular general practitioner if the Practitioner recommends you to do so, or, in any event, if (whether before or after a Consultation) there is an unexpected change or worsening in your condition. You warrant that you are not experiencing any sudden, dangerous, unusual, or serious symptoms and that if at any time you do, you will seek urgent medical assistance from your regular general practitioner (or attend a hospital).

3. Subscriptions and Commitment Plans

3.1 The Platform offers Subscription arrangements which may include Flexible Monthly and Commitment Plans. The plans, prices and payment options available to you will be displayed on the Website or Platform before you enrol.

3.2 Flexible Monthly has no minimum commitment. You pay the applicable standard program price for each Program Period and may cancel in accordance with clause 7 before your next order is processed.

3.3 If you select a Commitment Plan, you agree to the applicable Minimum Commitment Period in return for discounted Commitment Pricing. Depending on the option offered, you may pay the full Commitment Plan amount upfront or pay the discounted Commitment Price over the number of scheduled payments corresponding to the selected Minimum Commitment Period.

3.4 Before you enter a Commitment Plan, we will disclose the applicable Commitment Price, payment frequency, Minimum Commitment Period and minimum total cost. Prices described as “starting from” are minimum prices and your actual program price will be confirmed before you are charged.

3.5 A Commitment Plan is a financial and program commitment only. It does not guarantee that any particular treatment or Medication will be prescribed, supplied or remain clinically appropriate. All treatment and prescribing decisions remain subject to ongoing clinical assessment and the independent professional judgment of the Practitioner.

3.6 Your Subscription Fee covers the services and goods identified for your selected program on the Website or Platform, which may include:

(a) provision of an eligibility questionnaire and assessment of your responses;

(b) access to Content;

(c) Consultations, if you are deemed eligible, at the frequency applicable to your program; and

(d) Medication, if prescribed, supplied progressively during your Subscription.

A Practitioner fee deposit of up to $249 (“Practitioner Fee Deposit”) is payable before your initial Consultation. The amount of the deposit will be communicated to you before it is charged. Where you proceed with a Subscription, the deposit will be applied as a credit towards the cost of your first Program Period, whether you select Flexible Monthly or a Commitment Plan. The deposit is not an additional charge on top of the first Program Period price. The deposit will be fully refunded where you are deemed not clinically appropriate by the Practitioner or if you decide not to purchase a Subscription.

3.7 For an upfront Commitment Plan, the full amount is charged at the beginning of the plan. Treatment and Medication are not supplied all at once and continue to be supplied progressively in accordance with your treatment schedule and ongoing clinical suitability.

3.8 For a Commitment Plan paid by scheduled payments, you agree to make the number of scheduled payments associated with the selected plan, subject to your cancellation rights in clause 7. You will not be required to pay all remaining unused Program Periods merely because you cancel early; however, a Commitment Discount Recalculation may apply under clause 7.

3.9 All prices are in Australian Dollars (AUD) and are current at the time of display. During the Minimum Commitment Period, the price of an existing Commitment Plan will not materially increase except where the increase is directly attributable to an agreed change in treatment, including a change in Medication or dosage. In such circumstances, the price of the Commitment Plan will be adjusted to reflect the additional cost of the Medication or dosage.

3.10 Payment must be made using a method offered on the Website or Platform. By providing a payment method, you authorise us to charge amounts properly payable under your selected Subscription, including any scheduled payment and any Commitment Discount Recalculation that you have separately authorised us to collect using that payment method.

3.11 If a scheduled payment fails, we may pause future processing and delivery until the outstanding payment is resolved. A failed payment or removal of a payment method does not itself cancel your Subscription. We will provide reasonable notice and an opportunity to resolve a failed payment.

3.12 Where Afterpay or another third-party payment service is available, its payment arrangement is separate from your CIRCL Subscription. Cancelling a recurring payment authority with the payment provider does not by itself cancel your CIRCL Subscription. Any eligible refund will be processed through the original payment method in accordance with the provider’s processes.

4. Eligibility for Consultation

4.1 We provide an eligibility questionnaire on the Website, your responses to which will determine whether you are deemed eligible for a Consultation (and depending on the outcome of that Consultation, a Prescription). We retain the discretion to deem any person ineligible for a Consultation.

4.2 If, following an initial Consultation, you are deemed ineligible for a Prescription, we will provide a refund of the Practitioner Fee Deposit.

5. Consultations, Prescriptions and Medication

5.1 The Platform enables you to make an appointment for Consultations where, following your completion of a screening questionnaire, you are considered eligible. The Practitioner will be responsible for confirming appointments and appointment times. The cost of the Consultation is covered by the Practitioner Fee Deposit and we will be responsible for payment of the Practitioner’s fee applicable to your Consultation.

5.2 You agree that Consultations do not attract Medicare benefits.

5.3 We do not guarantee that you will be able to have a Consultation with any particular Practitioner.

5.4 Practitioners and Pharmacies are under professional and ethical obligations associated with the services that they provide as described in these Terms and Conditions. They may make notes and keep records about Consultations and their supply of Medications. They will keep records of each Consultation and communication with you and it is their responsibility to maintain such records as required by law. They may upload medical information to your My Health Record.

5.5 It is entirely at the discretion of the Practitioner whether to issue a Prescription. We do not guarantee that the Practitioner will issue a Prescription following an initial Consultation, or that the Practitioner will issue further Prescriptions following subsequent Consultations. Except as set out herein, we will not be liable for any Prescription issued or for any Medication supplied, or a failure to supply a Prescription or Medication, on time, or at all.

5.6 Where a Prescription is issued as the result of a Consultation, it will (unless the Practitioner decides otherwise) be a Prescription facilitating up to 3 months’ supply of Medication (at the Practitioner’s discretion), which will be supplied by and delivered by the Pharmacy to your delivery address, in monthly deliveries.

5.7 If any Medication arrives faulty, damaged, leaking, incorrect, incomplete, or you believe it may have been compromised during transit or handling, you must contact us as soon as practicable (and preferably within 24 hours of delivery) for a remedy. We may request reasonable evidence to assess the issue, including your order details and clear photos and/or video of:

(a) the outer shipping packaging,

(b) any shipping/packing materials, and

(c) the Medication/pen label (including batch/lot number) and the issue identified.

5.8 If Medication is prescribed, you must read all information provided with or in connection with taking the Medication (including by any Pharmacy) and follow any advice provided by the Practitioner in relation to taking it. If you suffer any side-effects from the Medication, you agree to contact us/the Practitioner (or, if urgent, your general practitioner or a hospital) to facilitate a follow-up consultation.

5.9 Individual weight loss results may vary from person to person.

5.10 As with any medication, you may experience side effects. If you suffer any side-effects from the Medication, you agree to contact us/the Practitioner (or, if urgent, your general practitioner or a hospital) to facilitate a follow-up consultation. An exhaustive list of potential side effects and safety information of the Medication can be found in the Medication’s pamphlet.

5.11 If you are enrolled in a Commitment Plan, any change, interruption or cessation of Medication remains subject to the Practitioner’s independent clinical judgment and will be dealt with under the applicable payment and cancellation provisions in clauses 3 and 7.

6. Rescheduling Consultations

6.1 If you need to reschedule an appointment for a Consultation, it is at the discretion of the Practitioner as to if and when to reschedule. You agree that in some circumstances a Practitioner may need to reschedule a booked appointment and that you will not be entitled to any compensation provided that the Practitioner reschedules your appointment to a time that is a reasonable time after (or if applicable, before) the originally scheduled appointment.

7. Cancellation and Refunds

7.1 Flexible Monthly. You may cancel your Flexible Monthly Subscription at any time. To stop an upcoming order or payment, your cancellation request must be received before the order has entered processing or dispensing. The scheduled processing date will be shown in your CIRCL account or otherwise communicated to you. If an order has already been processed or dispensed, cancellation will take effect from the following eligible Program Period, subject to your rights under Australian law.

7.2 Commitment Plans - general. You may request to end a Commitment Plan before completing the Minimum Commitment Period. If you cancel for a non-clinical reason, the Commitment Discount Recalculation in clauses 7.3 and 7.4 applies.

7.3 Paid scheduled-payment Commitment Plans. If you cancel for a reason other than clinical unsuitability, we will remove the Commitment Plan discount from the completed Program Periods you have already received. The Commitment Discount Recalculation is calculated as: (Standard Flexible Monthly Price minus Commitment Price Paid) multiplied by the number of completed Program Periods. Once that adjustment and any other amount already properly due has been paid, no further commitment payments are required.

7.4 Upfront Commitment Plans. If you cancel an Upfront Commitment Plan before the end of the Minimum Commitment Period for any reason other than clinical unsuitability, we will calculate the amount you would have paid for the completed Program Periods at the applicable standard Flexible Monthly price, rather than the discounted Commitment Plan price. Any refund will be calculated as:

Amount Paid Upfront − (standard Flexible Monthly price × Completed Program Periods).

The resulting amount will be refunded to you, provided it is greater than $0. This means that any discount applied to the completed Program Periods will be reversed (or “clawed back”) on early cancellation. You will not receive any refund where the recalculated amount is $0 or less.

7.5 Clinical cancellation. If a Practitioner determines that continuing your treatment is no longer clinically appropriate:

(a) future scheduled Commitment Plan payments will stop;

(b) no Commitment Discount Recalculation will apply;

(c) discounts already received will not be clawed back; and

(d) if you paid upfront, any eligible undelivered portion of your plan will be refunded using the discounted Commitment Plan rate. A clinical cancellation must be based on the clinical decision of an appropriately qualified Practitioner.

7.6 Treatment and dosage changes. Your treatment, Medication or dosage may change where clinically appropriate and at the independent discretion of the Practitioner. A change in Medication or dosage may result in an increase or decrease in your Subscription price, including where you are receiving a discounted Commitment Plan. We will tell you the new price before charging you for the changed treatment or dosage and will ask you to confirm that you accept the new price before the new amount is charged.

If you accept the new price, any applicable Commitment Plan discount will continue to apply to the changed Subscription price, to the extent applicable. If you do not accept a materially higher price resulting from a Practitioner recommended treatment or dosage change, you may either:

(a) continue your existing treatment and dosage at the existing price, where clinically appropriate and approved by the Practitioner; or

(b) cancel your Commitment Plan. If you cancel under this clause, you will forfeit the Commitment Plan discount and any refund will be calculated in accordance with clause 7.4, including recalculation of completed Program Periods at the applicable standard Flexible Monthly price.

7.7 Dispensed orders. Cancellation does not reverse an order that has already been dispensed by a Pharmacy. Once prescription Medication has been dispensed, amounts relating to that Medication are generally non-refundable except where required by the Australian Consumer Law or another applicable law. If Medication is faulty, incorrectly supplied or otherwise covered by statutory rights, those rights continue to apply.

7.8 Consultations. Your Subscription includes one (1) consultation with a Practitioner per month during your Subscription period. If you cancel a scheduled consultation rather than reschedule it, or do not attend the consultation, you will not be entitled to a refund, credit or other compensation for the unused consultation. Unused consultations do not carry over to the following month, unless otherwise agreed by us. This clause does not limit any rights you may have under applicable law.

7.9 We will issue a refund if an error causes you to be incorrectly charged and in the circumstances described in clause 4.2.

7.10 Due to health regulations, we and the Pharmacy cannot accept returns of Medication except where the Medication is faulty, defective, incorrectly supplied or a return or remedy is otherwise required by law.

7.11 Pauses. Where we permit a Commitment Plan to be paused, the pause does not count towards completion of the Minimum Commitment Period. Remaining Program Periods resume when the program resumes, subject to continued clinical suitability. No new Medication will be supplied during a valid pause.

7.12 End of commitment. Completing a Commitment Plan does not automatically place you into another minimum commitment. Unless you choose another Commitment Plan, your Subscription will automatically move to the applicable Flexible Monthly arrangement after the Minimum Commitment Period. We will notify you thirty (30) days before the end of your Minimum Commitment Period that your Subscription will move to a Flexible Monthly arrangement and advise you of the applicable price. You may cancel your Subscription before the Flexible Monthly arrangement takes effect.

7.13 Promotions. Commitment Plan discounts cannot be combined with another discount or promotional offer unless we expressly state otherwise. Discounts are personal to the patient and cannot be transferred or resold.

7.14 Refunds will ordinarily be issued using the payment method originally used and may take up to 14 days for processing. Where a third-party payment provider was used, refunds may also be subject to that provider’s processing requirements.

7.15 Nothing in this clause excludes, restricts or modifies any guarantee, right or remedy you have under the Australian Consumer Law or another law where that guarantee, right or remedy cannot legally be excluded.

7.16 Except if and to the extent required by law or expressly set out in these Terms and Conditions, we will not be liable to you or any other person for loss, damage, cost or expense incurred as a result of cancellation of your Subscription.

8. Your Use of the Website and Platform

8.1 You are provided with access to and are authorised to download material contained on this Website and Platform (including Content) only for your personal, non-commercial use. Without limiting the foregoing, you may not, without our written permission, on-sell any Content or other information obtained from this Website and Platform, use any data mining robots or other extraction tools or metatag or mirror the Website or Platform without our prior written permission. You must not use the Website or Platform for any commercial purposes.

8.2 You must take your own precautions to ensure that the process which you employ for accessing the Website and Platform does not expose your computer or other device to the risk of viruses, malicious computer code or other forms of interference which may damage your equipment. We do not accept responsibility for any interference or damage to your equipment which arises in connection with your use of this Website and Platform or any linked website.

8.3 You must not use this Website, in breach of any laws or regulations or to transmit unsolicited emails/spam or to defame, abuse, harass, threaten or otherwise harm any person.

8.4 From time to time we may include functionality for users to upload User Content to or make comments or other postings on the Website and/or Platform. If you avail yourself of these facilities, and otherwise in using the Website and Platform you must not:

(a) upload, post, transmit or otherwise make available any content that:

(i) is illegal or promotes, encourages or provides information about unlawful conduct or activities;

(ii) is defamatory;

(iii) infringes any third party’s intellectual property rights or breaches confidentiality;

(iv) includes a photograph or other likeness, or personal information of another person without their consent;

(v) contains pornography, nudity, sexual acts or references;

(vi) incites hatred or discrimination against any person or group of persons;

(vii) contains any unsolicited or unauthorised advertising or promotional material;

(viii) misrepresents your relationship with any person or is otherwise misleading, false or deceptive (whether by representations or omissions); or

(ix) contains viruses, worms or other types of malicious or harmful programs, nor take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

(b) damage, modify, interfere with, disrupt or destroy the files, data, passwords, devices or resources that belong to us or do anything that compromises the security of the Website or Platform.

8.5 We reserve the right to remove any User Content that you may post at any time without notice to you.

8.6 The Website and Platform may contain links to other websites, including but not limited to those of manufacturers of products (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with linked websites.

8.7 Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated or implied to the contrary.

8.8 Responsibility for the content of advertisements appearing on this Website or Platform rests solely with the advertisers. The placement of an advertisement does not constitute a recommendation or endorsement by us of the advertiser’s products and each advertiser is solely responsible for any representations made in connection with its advertisements.

9. Warranties and Disclaimers

9.1 Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, you are entitled:

(a) to cancel your service contract with us; and

(b) to a refund for the unused portion, or to compensation for its reduced value.

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

9.2 To the extent permissible at law this Website, the Platform, and all Content and information appearing on it are provided on an “as is” and “as available” basis, without warranties of any kind other than those prescribed under by law. You accept that the Content and information is provided or relayed by us as general information, is not in the nature of advice and is not guaranteed to be error-free.

9.3 To the extent permissible at law, we exclude liability for any loss, damage or injury however caused (including through negligence), which you may directly or indirectly suffer in connection with your use of the Website or Platform, or any other linked website, nor do we accept responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through the Website or Platform, or through any Consultation or your taking of any prescribed Medication.

9.4 To the extent permissible at law we exclude all liability in respect of:

(a) mistakes or inaccuracies on the Website or Platform;

(b) any unauthorised access to or use of secure servers and/or personal information and/or financial information stored on those servers;

(c) bugs, viruses, Trojan horses or other harmful code which may be transmitted to or through the Website or Platform by a third party;

(d) any interruption or cessation of transmission from the Website or Platform.

9.5 To the extent permissible at law, any representation, condition or warranty which would otherwise be implied into these Terms and Conditions or otherwise in connection with the Services, or the sale of goods by third parties (including the Pharmacy) is hereby excluded. Without limiting the foregoing, to the extent permissible at law we disclaim all warranties regarding title, merchantability, fitness for a particular purpose and non-infringement of intellectual property rights. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability and the remedies available to you will be limited to the extent permissible at law, and unless not permitted by law, shall be limited to the supply of the relevant good or service again or the payment of the cost of having that service or good resupplied.

9.6 To the extent permissible at law, in no circumstance will we be liable to you for any indirect, incidental, special and/or consequential losses or damage (including loss of profits, revenue, production, goodwill, data or opportunity, or any physical injury) of any nature arising through or as a result of your use of the Website, Platform or any Services purchased through it, or any goods acquired as a result of using the Services.

9.7 We do not make any representations or warranties that your access to the Website will be uninterrupted, timely, secure or error free.

9.8 You acknowledge that it is a criminal offence to knowingly obtain or attempt to obtain a prohibited drug from a medical practitioner, nurse practitioner or pharmacist by giving a false representation. We reserve the right to terminate any Subscription where we have reason to suspect that such conduct is or has occurred.

10. Intellectual Property Rights

10.1 “CIRCL”, including any logo version of that trade mark, is our trade mark or used by us exclusively under licence from its owner and may not be used by you without our prior written consent.

10.2 Copyright in this Website and the Platform is owned by us. Except as expressly authorised under such legislation, by these Terms and Conditions or with our prior written permission, you may not in any form or by any means reproduce, adapt, store, distribute, print, display, perform, communicate to the public or create derivative works from the Website or Platform.

10.3 If you provide us with any material or content (which may include text, data, files, images, photographs and audiovisual material) (“User Content”) for inclusion on the Website or Platform or for inclusion in or reproduction on or in relation to any product or service, you grant us a royalty-free licence to use and reproduce that content on the Website, Platform or product as the case may be. We shall not be obliged to use, display or retain any User Content so supplied. You warrant that all such User Content will not infringe any third party’s intellectual property or other rights.

10.4 We do not claim copyright or ownership of other intellectual property rights in respect of third-party content (including trade marks and logos of third parties) appearing on the Website or Platform, which remain the proprietary rights of the respective third parties concerned.

11. Indemnity

11.1 You agree to fully indemnify and hold us (including our directors, officers, employees, agents and contractors) harmless against any expenses, costs, loss or damage (including consequential loss) that may be suffered or incurred as a result of or in connection with any breach by you of or failure to comply with these Terms and Conditions.

12. Privacy Policy

12.1 We may collect some personal information from you. We have referred to this in clause 1. We will do this and use this information only in accordance with our privacy policy.

12.2 Personal information which we collect may be aggregated for analysis but in such circumstances, we would ensure that individuals would remain anonymous.

12.3 All personal information which we collect (including your contact details and, if relevant, credit card details) is kept confidential to the best of our ability. You will appreciate, however, that we cannot guarantee the security of transmission.

13. Breach of Terms and Conditions / Termination of Access

13.1 In addition to any other right of termination in these Terms and Conditions, either party may terminate this agreement upon the occurrence of any of the following events:

(a) Failure by the other party to perform any obligation hereunder where such failure is not rectified within 30 days of notice from the terminating party requesting rectification (if capable of rectification) or immediately in any other circumstance;

(b) Any insolvency event occurs in respect of the other party.

13.2 Termination does not affect existing rights of the parties.

13.3 Without limiting any other remedy available to us at law, if we reasonably consider that you have breached any of these Terms and Conditions, we may take such action as we deem appropriate to deal with the apprehended breach, including, but not limited to suspending your access to the Website or Platform, preventing computers using your IP Address from accessing the Website or Platform, and contacting your internet service provider to request that your access to the Website or Platform be blocked.

13.4 Without limiting the foregoing, you acknowledge that we may terminate the operation of, and hence your access to, this Website and Platform (whether temporarily or permanently) at any time by us without notice. We will not be liable to you for doing so.

13.5 Those of the Terms and Conditions that are capable of surviving termination will survive any such termination.

14. Severance and Assignment

14.1 If any part of these Terms and Conditions are found to be void, unlawful or unenforceable then that part will be deemed severed from the remainder of these Terms and Conditions and will not affect the validity of the remaining provisions.

14.2 In the event that we merge, sell or otherwise change control of our business or company or this Website or Platform, we reserve the right and you hereby consent to us transferring your account, and assigning or sublicensing the rights to use of any personal information and/or User Content that you have provided to us. You agree that we shall have the right to assign, transfer or novate the rights that we have under this Agreement.

15. Governing Law

15.1 These Terms and Conditions are governed by the laws in force in Victoria, Australia and the parties submit to the exclusive jurisdiction of the Courts of that State.

16. Force majeure

16.1 We shall not be liable for any delay in performance of our obligations under this agreement if the delay is caused by circumstances beyond our reasonable control.

17. Amendments to Terms and Conditions

17.1 No terms and conditions sought to be imposed by you shall bind us unless we agree to them in writing.

17.2 We may vary or amend these Terms and Conditions from time to time by notifying you on the Website or Platform. Any amendment will apply to future use of the Website and Platform and to future Subscriptions as permitted by law.

17.3 The Commitment Plan terms accepted by you when you enter a Commitment Plan will apply for the duration of that Minimum Commitment Period. We will not retrospectively impose a materially less favourable term on an existing Commitment Plan unless required by law or you agree to the change.

18. Definitions

18.1 “Commitment Plan” means a Subscription under which you agree to a specified Minimum Commitment Period in return for Commitment Pricing.

18.2 “Commitment Price” or “Commitment Pricing” means the discounted price applying to a Commitment Plan, as disclosed before you enrol.

18.3 “Consultation” means a one-on-one consultation with a Practitioner, usually conducted through online means.

18.4 “Content” means articles, information, audiovisual materials and other content and materials appearing on the Website and/or Platform.

18.5 “Early Cancellation Adjustment” means the adjustment described in clause 7 that may apply when a Commitment Plan is cancelled before completion for a non-clinical reason.

18.6 “Flexible Monthly” means the Subscription option with no Minimum Commitment Period, charged at the applicable standard program price for each Program Period.

18.7 “Medication” means medication that may be prescribed by a Practitioner following a Consultation and, where the context permits, includes any applicable medical device.

18.8 “Minimum Commitment Period” means the number of Program Periods you agree to complete under a Commitment Plan.

18.9 “Pharmacy” means the pharmacy or pharmacies we may engage from time to time to fill and deliver Prescriptions.

18.10 “Platform” means the platform we operate through the Website and its associated services, other than medical or clinical services provided by Practitioners.

18.11 “Practitioner” means a registered medical practitioner (and where applicable, their staff, such as nurse practitioners) to whom you may be introduced and/or with whom you may interact as a result of your use of the Platform and our provision of the Services.

18.12 “Prescription” means a prescription for Medication that may be issued by a Practitioner.

18.13 “Program Period” means the recurring treatment and billing period applicable to your selected program, as disclosed to you before enrolment. Where the applicable program operates on a 28-day cycle, each Program Period is 28 days, for the avoidance of doubt we may refer to it as a “month”.

18.14 “Services” means services that you obtain from us through use of the Platform and/or Website, including our facilitation of Consultations.

18.15 “Standard Flexible Monthly Price” means the standard non-commitment price that would apply to the relevant program for the relevant Program Period.

18.16 “Subscription” means a subscription to the Platform, including Flexible Monthly and any Commitment Plan, which includes access to the Content and Services applicable to the selected program.

18.17 “Subscription Fee” means the amount payable for your Subscription, including the Standard Flexible Monthly Price or Commitment Price, as applicable.

18.19 “Website” means the website at www.mycircl.com.au

18.20 “You” and “your” are references to you as a purchaser of our Services and/or user of the Website and/or Platform.