Practitioner Terms and Conditions

PRACTITIONER SERVICE BY MEDICHECKS - TERMS AND CONDITIONS

These terms and conditions (“Terms”) govern the provision of the “Practitioner Service by Medichecks” platform located at https://www.i-healthhub.com (“Platform”) by Medichecks.com Ltd, registered in England and Wales with company number 06491221 and with registered office address at Mathon Court, West Malvern Road, Mathon, Malvern, WR13 5NZ, United Kingdom (“Medichecks”) to you (“Practitioner”). In these Terms, Medichecks and Practitioner shall each be a "party" and together the “parties”.

SCOPE AND SERVICES

1. Orders for Tests
1.1. The Practitioner will use the Platform to create an individual account for a client (“Client”) by inputting the required personal information (“Client Account Data”), including name, address, gender and date of birth.

1.2. The Practitioner will be able to submit orders (“Order”) for specific tests (“Tests”) on the Platform on behalf of a Client, such Tests to be carried out in accordance with these Terms.

1.3. Medichecks shall use the Platform to send email communications (“Client Notifications”) direct to the Client on behalf of the Practitioner. Emails will be addressed to the Client’s email address, contained in the Client Account Data. Client Notifications will cover, amongst other things, the fact that an order has been placed on behalf of a Client and the time of receipt of a sample, posted by a Client, by the Medichecks Labs.

1.3. An Order for Tests shall be deemed to be accepted once it has been placed on the Platform by the Practitioner.

1.4. The selection of Tests that may be ordered by the Practitioner shall be as agreed between the parties and displayed on the Platform from time to time. Medichecks reserves the right (at its sole discretion) to cancel any Orders for Tests placed by a Practitioner.

2. Performance of Tests and Supply of Reports

2.1 Medichecks shall provide all equipment, including blood testing kits and packaging, required for the performance of the Tests directly to the Client in accordance with the Medichecks Customer Terms, unless otherwise specified on the Platform.

2.2 If, for any reason, Medichecks is unable to complete a Test in an Order, it will inform the Practitioner by email or by phone.

2.3 The parties acknowledge that the Practitioner and/or its Client shall be required to provide all relevant information and blood samples to Medichecks (or its appointed laboratories) for the performance of the Tests, in accordance with the Medichecks Customer Terms or as otherwise directed by Medichecks.

2.4 Medichecks shall use reasonable endeavours to meet any performance dates specified on the Platform relating to an Order, but any such dates shall be for guidance only and time shall not be of the essence for the performance of Tests or supply of any Reports.

2.5 Occasionally Medichecks Labs are unable to test samples sent to them. This may be because the sample amount collected is insufficient for full analysis, the sample has deteriorated or clotted or because it has haemolysed (where red blood cells damaged during sample collection leak their contents into the surrounding plasma). Testing failure most commonly occurs with blood samples taken using finger-prick home collection kits. If the laboratory cannot test your Client’s sample, we will send a second home collection kit free-of-charge for your Client to repeat the process. If this second sample cannot be tested, we will offer the option to visit a clinic to have blood drawn by a phlebotomist (for which you will pay an extra charge) or to cancel the order.

2.6 Medichecks will prepare a written interpretation (“Report”) of the results of Tests using all relevant information provided by the Practitioner and the Client. Reports shall be written by Doctors (see below) who are contracted by Medichecks.

2.7 Medichecks reserves the right to amend the specification of any Order to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Tests or any Report, and Medichecks shall notify the Practitioner in any such event.

2.8 Once the Tests have been completed Medichecks shall share the Report with the Practitioner on the Platform. The Practitioner shall be permitted to add supplementary notes to such Report which may be shared by the Practitioner with the relevant Client ("Practitioner Notes"). Under no circumstances shall the Practitioner seek to change, amend or delete the content of any Report and Medichecks accepts no liability whatsoever for the Practitioner Notes.

2.9 The Practitioner acknowledges and agrees that each Client has the right at any time to direct Medichecks to stop sharing completed Reports and associated Practitioner Notes with the Practitioner and Medichecks shall comply with all such Client directions. Notwithstanding anything else in these Terms, Medichecks shall have no liability to the Practitioner in the event that a Client exercises their right to stop sharing Reports or Practitioner Notes.

3. Doctors and Medichecks’ Laboratories

3.1 Medichecks shall use the Client information and blood samples submitted by the Client in accordance with the Medichecks Customer Terms in order to perform the Ordered Tests and produce the Reports relating to each Order.

3.2 The Practitioner acknowledges that in the performance of any Tests and the preparation of any Reports relating to an Order, Medichecks shall use: (a) doctors registered with the General Medical Council and licensed to practice medicine in the United Kingdom ("Doctors"), and (b) pathology laboratories in the UK which are accredited by the United Kingdom Accreditation Service (UKAS) (“Medichecks Labs”). The Practitioner acknowledges and agrees that Medichecks Labs may refer samples for specialist tests to other third-party referral laboratories for analysis and that such referral labs may not be located in the European Union and may not be accredited by UKAS.

3.3 The Practitioner agrees that to the extent that the Medichecks Lab and/or the Doctors are responsible for performing Tests and producing the Reports, such Tests and Reports are provided "as is" and without warranty of any kind by Medichecks. Notwithstanding anything else in these Terms, Medichecks shall have no liability for any act or omission of Medichecks Labs in the performance of any Tests and/or production of Reports.

4. Practitioner's obligations

4.1 The Practitioner shall: (a) ensure that the terms of each Order are complete and accurate; (b) co-operate with Medichecks in all matters relating to the completion of each Order; (c) provide Medichecks and/or Medichecks Labs with such information and materials as Medichecks may reasonably require in order to perform any Ordered Tests and produce Reports, and ensure that such information is complete and accurate in all material respects; (d) obtain and maintain all necessary licences, permissions and consents which may be required for the completion of all Orders, including: (i) consent from Clients to the use by Medichecks and Medichecks Labs of the Client Account Data to fulfil an Order; and (ii) explicit consent to the receipt of Client Notifications; and (e) comply with all applicable laws, including data protection and health and safety laws.

4.2 If Medichecks' performance of any of its obligations under these Terms is prevented or delayed by any act or omission by the Practitioner or the Clients, or failure by the Practitioner to perform any relevant obligation ("Practitioner Default"): (a) without limiting or affecting any other right or remedy available to it, Medichecks shall have the right to suspend access to the Platform and/or suspend the performance of any on-going Tests until the Practitioner remedies the Practitioner Default, and to rely on the Practitioner Default to relieve it from the performance of any of its obligations in each case to the extent the Practitioner Default prevents or delays the Medichecks' performance of any of its obligations; (b) Medichecks shall not be liable for any costs or losses sustained or incurred by the Practitioner arising directly or indirectly from the Medichecks' failure or delay to perform any of its obligations; and (c) the Practitioner shall reimburse Medichecks on written demand for any costs or losses sustained or incurred by Medichecks arising directly or indirectly from the Practitioner Default.

4.3 The Practitioner shall not engage in any public digital marketing activities (on its website, social media sites or other digital channels), pay-per-click or paid search advertising or other digital display advertising or campaigns in competition with Medichecks, its services or its products. The Practitioner expressly agrees not to use any material (written or otherwise) in its promotional activities or when describing its products and services if Medichecks owns the copyright in such work.

5. FEES AND PAYMENT TERMS

5.1 Platform Access Fee. The Practitioner shall pay the monthly fee, if any, for access to and use of the Platform ("Platform Access Fee"). The monthly fee on the practitioner account is currently set to £0. Medichecks reserves the right to amend the cost at any point

5.2 Test Fees. The Platform shall set out the fees payable in respect of each Test before the Practitioner makes an Order ("Test Fee").

5.3 Payment Terms.
(a) Platform Access Fee. The Practitioner shall pay any Platform Access Fee, where applicable, monthly in advance in accordance with the payment instructions on the Platform.
(b) Test Fee. Unless otherwise stated on the Platform, Medichecks will invoice the Practitioner for any Test Fees payable by the Practitioner after an Order has been made. Invoiced amounts for any Test Fees payable by the Practitioner will be due and payable within fourteen (14) days from the date of the invoice.
(c) All tests are valid for 3 months – if the test is not completed within this time frame, a new order will need to be placed if you wish for your client to continue
5.4 Taxes. All amounts payable by the Practitioner under these Terms are exclusive of any amounts in respect of value added tax chargeable from time to time ("VAT"). Where any taxable supply for VAT purposes is made under these Terms by Medichecks to the Practitioner, the Practitioner shall, on receipt of a valid VAT invoice from the Medichecks, pay to Medichecks such additional amounts in respect of VAT as are chargeable at the same time as payment is due under these Terms.

6. CANCELLATION

6.1. Subject to 6.4 below, you may cancel your order at any time within the first 7 days of the order being placed

6.2. To cancel an order, please send us an email stating that you wish to cancel and the reason for the cancellation. Please email your cancellation request to your dedicated account manager. Alternatively, you may call our business development team to arrange the cancellation.

6.3. If you send us your cancellation request by e-mail, then your cancellation is effective from the date you send us the e-mail. For example, you will have given us notice in time if you send your email before midnight on the last day of the cancellation period.

6.4. This cancellation right does not apply if:
• the Client has already had a sample taken at a clinic, laboratory or at home as arranged by Medichecks;
• the Client has failed to attend a confirmed appointment for phlebotomy arranged in connection with a Test;
• the Client has already sent a sample to a Medichecks Lab for analysis; or
• the 7-day cancellation period has expired.

7. OWNERSHIP

7.1. "Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

7.2. All Intellectual Property Rights in or arising out of or in connection with the Reports shall be owned by Medichecks.

7.3. The Practitioner hereby assigns to Medichecks, by way of present and future assignment, with full title guarantee all its right, title and interest in and to the Intellectual Property Rights in the Practitioner Notes submitted by the Practitioner on the Platform.

7.4. Medichecks grants to the Practitioner or shall procure the direct grant to the Practitioner of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to access and use the Reports and the Practitioner Notes in accordance with these Terms, until the date of termination or expiry of these Terms.

8. CONFIDENTIAL INFORMATION

8.1. Confidentiality. “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party shall include, without limitation: (i) the terms and conditions of each Order; and (ii) business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. During the Term and for five (5) years thereafter, the Receiving Party shall: (i) use at least the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not disclose any Confidential Information of the Disclosing Party for any purpose other than for the provision of Tests and/or Reports under these Terms (or as otherwise may be agreed in writing by the Disclosing Party), and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, sub-contractors and agents who need such access for the provision of Tests and/or Reports under these Terms and who have signed confidentiality terms with the Receiving Party containing protections no less stringent than those in this clause 4.

8.2. No Publicity. The Practitioner shall not issue any press release or make any public statement relating to the subject matter of these Terms (including naming Medichecks as a supplier of Practitioner) without Medichecks' prior written approval.

9. DATA PROTECTION

9.1. "Data Protection Legislation" means the EU Data Protection Directive 95/46/EC as implemented in the UK by the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, together with the equivalent legislation of any other applicable jurisdiction and all other applicable laws and regulations in any relevant jurisdiction relating to the processing of personal data and privacy (including, the EU General Data Protection Regulation 2016/679 ("GDPR")). Terms which are capitalised in this clause 5 but not defined herein shall have the meanings given to those terms in the Data Protection Act 2018.

9.2. Under this agreement, the Practitioner is acting as a Data Controller and Medichecks is acting as a Data Processor.

9.3. By virtue of these, Medichecks is authorised to process Personal Data on behalf of the Practitioner.

9.4. Under this agreement, Medichecks will process categories of personal data that include: Name, address, telephone, email, date of birth, gender, ethnicity, occupation, health data, medical history, blood test results and customer interactions.

9.5. To the extent that the Practitioner acts as a Data Controller in respect of any Personal Data, the Practitioner represents and warrants that it shall comply with the terms of this agreement and all applicable data protection laws and that it has obtained any and all necessary authorisation to provide the Clients Personal Data to the Medichecks.

9.6. The Practitioner acknowledges and agrees that where Clients information pertaining to their health information is concerned, Medichecks is under a legal obligation to store this data for a minimum of 8 years.

9.7. The Practitioner hereby authorises Medichecks to make the following transfers of the personal data:

9.7.1. Medichecks may transfer the Personal Data internally to its own members of staff, offices and facilities

9.7.2. Medichecks may transfer the Personal Data to its sub-processors provided that such transfers are for the purposes of providing the services.

9.7.3. Medichecks may transfer the Personal Data to third countries or international organisations acting as sub-processors provided that such transfers comply with chapter 5 of the General Data Protection Regulation.

9.8. To the extent that Medichecks acts as a Data Processor in respect of any Personal Data, Medichecks shall:

9.8.1. Process Personal Data only for the purpose of fulfilling the terms of this agreement.

9.8.2. Process Personal Data on the documented instructions of the Practitioner, including with regards to any transfer of data to third countries or international organisations unless required to do so by Union or Member State law to which Medichecks is subject.

9.8.3. Ensure that any person acting under the authority of Medichecks, who has access to Personal Data is subject to a duty of confidentiality.

9.8.4. At all times, taking into account the nature of the processing, implement technical and organisational measures appropriate to the level of risk that shall provide: (i) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (ii) security against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of Personal Data, (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident, (iv) a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

9.8.5. Ensure that the security of Personal Data is backed up by robust policies and procedures and reliable, well-trained staff.

9.8.6. Ensure that each of its employees, agents, subcontractors or any other persons acting under the authority of Medichecks are made aware of Medichecks obligations and duties under this agreement with regard to the confidentiality, integrity and availability of the Personal Data and shall require that they enter into binding obligations with Medichecks in order to maintain the levels of confidentiality, security and protection provided for in this agreement.

9.8.7. Ensure where Medichecks engages another sub-processor for carrying out specific processing activities on behalf of the Practitioner, the same data protection obligations as set out in this agreement shall be imposed on that sub-processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of Articles 32 and 28 of the General Data Protection Regulation. Where that other sub-processor fails to fulfil its data protection obligations, Medichecks shall remain fully liable to the Practitioner for the performance of that other sub-processor’s obligations.

9.8.8. Assist the Practitioner by technical and organisational measures, insofar as this is possible, for the fulfilment of the Practitioner’s obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the General Data Protection Regulation.

9.8.9. Assist the Practitioner in ensuring compliance with the Data Controllers obligations pursuant to Articles 32 through 36 of the General Data Protection Regulation in respect of security of processing, notification of Personal Data breaches to the appropriate supervisory authority, communication of Personal Data breaches to the data subject, Data Protection impact assessments and prior consultation with the appropriate supervisory authority where appropriate.

9.8.10. Immediately and without undue delay notify the Practitioner if any Personal Data is lost or destroyed or becomes damages, corrupted or unusable and restore such Personal Data at its own expense, or if there is any accidental, unauthorised or unlawful processing of Personal Data, or of any Personal Data breach.

9.8.11. Make available to the Practitioner all information necessary to demonstrate compliance with Article 28 of the GDPR and the obligations laid down in clause 4 of this agreement and allow for and contribute to audits, including inspections, conducted by the Practitioner or another auditor mandated by the Practitioner.

9.8.12. Medichecks shall immediately and without undue delay notify the Practitioner if in its opinion, it is asked to do something that infringes the General Data Protection Regulations or any other Union or Member State data protection provisions.

9.8.13. Maintain a record of all categories of processing activities carried out on behalf of the Practitioner that is compliant with Article 30 of the General Data Protection Regulation.

9.8.14. Where applicable cooperate with the appropriate supervising authority in the performance of its tasks.

9.8.15. At the choice of the Practitioner, delete or return all Personal Data to the Practitioner after the end of the provision of services relating to the processing and delete existing copies unless Union, Member State or any other law, regulation or self-regulatory scheme to which Medichecks is a subject too requires Medichecks to retain the Personal Data.

10. LIMITATIONS ON LIABILITY

10.1. Nothing in these Terms shall limit or exclude either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

10.2. Subject to Clause 10.1, Medichecks shall not be liable to the Practitioner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (d) loss of damage to goodwill; and (f) any indirect or consequential loss.

10.3. The Practitioner shall be solely responsible for the Practitioner Notes and any advice, interpretation, explanation or instructions provided by it to Clients and based on the Tests. Medichecks shall have no liability to the Practitioner or Clients with regards to any claims brought by Clients against the Practitioner relating to such advice, interpretation, explanation or instructions of the Practitioner.

10.4. Subject to Clause 6.1, Medichecks' total liability to the Practitioner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection
with these Terms shall be limited to the total Fees paid under these Terms as at the date such liability arose.

11. TERM AND TERMINATION

11.1. These Terms shall continue in force until the completion of all Tests to be provided under all Orders, unless terminated earlier in accordance with these Terms ("Term").

11.2. Without affecting any other right or remedy available to it, Medichecks may terminate these Terms at any time with immediate effect by giving written notice to the Practitioner.

11.3. The Practitioner may terminate these Terms by giving 30 days' written notice to Medichecks.

11.4. On termination or expiry of these Terms for any reason, the Practitioner shall: (a) no longer be permitted to access or use the Platform, including access to Reports, Practitioner Notes or creating any new Orders; and (b) immediately pay to Medichecks all of Medichecks' outstanding unpaid invoices, if any.

11.5. On termination of these Terms by Medichecks under clause 7.2, Medichecks shall reimburse the Practitioner for any unused proportion of the monthly Platform Access Fee (if any) that has been paid by the Practitioner but not used.

11.6. Termination or expiry of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination or expiry.

12. GENERAL PROVISIONS

12.1. Interpretation. Unless the context otherwise requires: (i) headings in these Terms are used for reference only and are not intended to define, limit or affect scope or intent; (ii) a reference to a person includes a natural person, corporate or unincorporated body; (iii) words in the singular include the plural and vice versa; (iv) a reference to one gender includes reference to other genders; (v) references to a party shall include that party's successors and permitted assigns; (vi) any words following the terms "include", "including", "in particular" or similar expressions shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (vii) references to a statute, statutory provision or law is a reference to it as amended, extended, re-enacted or superseded from time to time and shall include subordinate legislation made under such statute, statutory provision or law.

12.2. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, whether written or oral, and discussions between the parties regarding the same.

12.3. Conflict. If there is any conflict or inconsistency between these Terms and any Order, these Terms shall take precedence to the extent necessary to resolve such conflict or inconsistency.

12.4. Invalidity. If any part of these Terms are held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, they shall be deemed modified to the minimum extent necessary to make them valid, legal and enforceable or, if such is not possible, the relevant parts shall be deemed deleted. The remaining provisions shall be unimpaired.

12.5. Relationship of the Parties. At all times Medichecks shall be acting as an independent contractor, and shall not be construed or deemed to be an employee, agent, partner, or associate of, or in a joint venture with, the Practitioner under applicable law. Neither party has authority to assume or create any obligation or representation, express or implied, on behalf of or in the name of the other party.

12.6. Survival. Any term or condition which by its nature is clearly intended to survive the Expiration or termination of these Terms shall survive any expiration or termination of these Terms, including Ownership, Confidential Information, Limitations on Liability and Term and Termination.

12.7. Amendment and Waiver. The Terms may be amended by a written document executed by both parties. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver. Any waiver must be in writing executed by the waiving party and shall not be deemed a waiver of any future breach. The remedies provided in these Terms are in addition to any other remedies of a party at law or in equity.

12.8. Force Majeure. Neither party shall be liable for any default or delay in the performance of its responsibilities under these Terms if and to the extent such default or delay is caused by fire, flood, earthquake, elements of nature or acts of God, riots, strikes, civil disorders, quarantine restrictions, epidemics, pandemics, or any other cause beyond the reasonable control of such party (“Force Majeure”). The time for performance for the party experiencing Force Majeure will be extended as necessary, without penalty or liability to such party, for the same period as the period of delay caused by the events of Force Majeure.

12.9. Notices. All notices, permissions and approvals under these Terms shall be in writing and delivered by courier or mailed, first class postage pre-paid, (1) to Medichecks at the address stated above FAO Legal Department or (2) to the Practitioner to the address and contact name provided on the Platform. Notices shall be deemed received: (a) at the time of delivery, if delivered personally; or (b) 48 hours after posting. Either Party may update its notice address by sending written notice of such change to the other Party in accordance with this clause 8.9.

12.10. Assignment. Medichecks may at any time assign, mortgage, charge, subcontract, delegate,
declare a trust over or deal in any other manner with any or all its rights and obligations
under these Terms. The Practitioner shall not assign, transfer, mortgage, charge,
subcontract, declare a trust over or deal in any other manner with any of its rights and
obligations under these Terms.

12.11. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles. Subject to the rest of this clause 8.11, any and all disputes arising out of or in connection with these Terms shall be brought exclusively in the courts of England, except that nothing in this clause 8.11 shall limit the right of Medichecks to take proceedings or enforce any judgments against the Practitioner in any other court of competent jurisdiction.