Unpause Platform Terms and Conditions

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Unpause Pty Ltd (ACN 674 847 557).

These Terms form our contract with you and sets out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: hello@unpause.com.au

These Terms were last updated on March 11, 2024.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

● our privacy policy (on our website) which sets out how we will handle your personal information; and

● clause 1.4 (Variations) which sets out how we may amend these Terms;

● clause 4 (Subscription) which sets out important information about your Subscription, including whether you can cancel your Subscription and whether your Subscription auto-renews; and

● clause 14 (Liability) which sets out exclusions and limitations to our liability under these Terms; and

● we may amend these Terms at any time, by providing written notice to you, and by clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may stop using our Services with effect from the date of the change in these Terms by providing written notice to us;

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

DISCLAIMER

The information on our Platform and website is intended to be general information only and is in no way intended to be medical advice, treatment or diagnoses, or substituted for the foregoing. We do not accept any liability for any injury, loss or damage incurred by you, or a third party, for your use of, or reliance on, the information published on the Platform or website. You should seek immediate advice from a medical practitioner if you have any concerns related to your health.

We provide a service allowing you to obtain consultations with a medical practitioner (Services) solely in relation to the conditions listed on our website. If you require immediate medical attention, contact your treating general practitioner or call 000. DO NOT USE OUR PLATFORM if you have an emergency or critical medical condition including chest pain, respiratory distress, stroke, or any other illness requiring medical attention. If you are in doubt about the seriousness of your condition, the appropriateness or effectiveness of using our Services or believe that you, or another person is in an urgent, dangerous or emergency situation, you should not use our Services and instead contact 000 immediately or seek alternative and appropriate medical services.

1. Acceptance and Term

1.1 We provide an online platform (Platform) where you can make a booking for an initial health consultation with an Australian registered nurse or doctor (Medical Practitioner) who will discuss your health with you and recommend a course of action to assess your health.

1.2 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.3 You must be at least 18 years old to use our Platform.

1.4 Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us. If you cancel your Subscription:

(a) you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and

(b) if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2. Our Services

2.1 In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.

2.2 Our Services include:

(a) providing you with access to the Platform (Platform Services);

(b) facilitating consultations with a Medical Practitioner (Consultation Services); and

3. Subscriptions and Accounts

3.1 You must sign up for an Account in order to access and use our Platform.

3.2 Our Platform and Services can only be accessed if you meet the eligibility criteria. You acknowledge and agree that we reserve the right to accept or reject a request for your use of our Platform and Services subject to you meeting the eligibility criteria.

3.3 You can book an initial consult with a Medical Practitioner to determine whether you meet the eligibility criteria and learn about our Services (Initial Consult).

3.4 While you have an Account with us, you agree to:

(a) keep your information up-to-date (and ensure it remains true, accurate and complete);

(b) keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

(c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

4. Subscriptions

4.1 Once you have created your Account you will have access to our Services and must choose a Subscription.

4.2 The Subscriptions we offer will be set out on our Platform, including details of each Subscriptionss features and limitations, Subscription Fees and Subscription Periods.

4.3 Cancellation: Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed for the same Subscription Period. If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Subscription Period, and your Subscription will not be renewed (meaning you will need to continue paying all Subscription Fees due up until your current Subscription Period ends).

5. Consultation Services

5.1 You understand and agree that our Medical Practitioners will only offer advice and treatment for the conditions listed on our website (Conditions). They do not act and do not replace the role of your general practitioner.

5.2 All Medical Practitioners operate under the relevant codes of practice and regulations in Australia. As such, the Medical Practitioner is solely responsible for:

(a) determining whether you are eligible for the Consultation Services;

(b) your treatment plan and all aspect of your care in relation to the Condition; and

5.3 The decision to prescribe any medications (including any repeats) rests entirely with the Medical Practitioner, based on their professional judgment and in consideration of your health conditions and medical history. This is to ensure prescriptions are appropriate and safe for you to use. If the Medical Practitioner determines that a medication is not suitable or necessary for your treatment, they have the right to not prescribe it.

5.4 You understand that:

(a) the Medical Practitioner may request that you make follow up appointments before you can obtain a new prescription so that they can monitor how your treatment is working;

(b) some medications may be prescribed for off label use; or

5.5 You understand that where a medication is prescribed for an off label use, or is compounded by a pharmacist, that the medication has not been evaluated for safety and efficacy by the Therapeutics Goods Administration (TGA) and is not included in the Australian Register of Therapeutic Goods (ARTG).

5.6 To the maximum extent allowed under Law, we are not responsible for any aspect of your interactions with a Medical Practitioner and we make no guarantee that you will be able to access any medications of treatments or that any medications or treatments will be effective or achieve a certain result.

6. Pharmacy Services

Dispensing

6.1 You understand that we are not a pharmacy and we do not sell or supply any medications to patients.

6.2 Where you have been prescribed any medications or treatments, the prescription for your medication (Script) will be issued and sent to a pharmacy (Partner Pharmacy) on your behalf. Where you request for a copy of the Script, we will send a copy to you. The Partner Pharmacy will be responsible for delivering the products to you.

6.3 You understand that we have no control over the conduct of Partner Pharmacies. We accept no liability for any aspect of your interactions with a Partner Pharmacy.

6.4 You acknowledge and agree that it is entirely at the discretion of the Partner Pharmacy whether they dispense the medications to you.

6.5 The sale and supply of the medication is subject to a separate agreement between you and the Partner Pharmacy. Where we are providing you with the Pharmacy Services, we are acting as your agent to facilitate the transaction and collecting payment on behalf of the Partner Pharmacy. You consent to us disclosing your personal information to the Partner Pharmacy in order to provide you with the Pharmacy Services and you consent to the Partner Pharmacy contacting us (including the Medical Practitioner) for any information relating to your Script or your treatment.

6.6 You understand that if a Partner Pharmacy is compounding a medication for you, that they are solely responsible for the safety and efficacy of the compounded medication.

6.7 To the maximum extent allowed under law, we are not responsible and accept no liability for any interactions you have with a Partner Pharmacy including the dispensing or compounding of medications by a Partner Pharmacy on your behalf.

Delivery

6.8 Once the medications have been dispensed by the Partner Pharmacy, we will arrange for collection of the medications and delivery to your nominated address by a courier or by post (Delivery Partner). You consent to us disclosing your personal information to the Delivery Partner for the purpose of delivering the medication to you. You understand that we are acting as your agent to facilitate the transaction and collecting payment on behalf of the Delivery Partner.

6.9 To the maximum extent allowed under law, we are not responsible and accept no liability for the acts or omissions of the Delivery Partner.

6.10 It is your responsibility to ensure that there is someone at your nominated address who is able to take delivery of the medications.

7. Fees and Payment

7.1 The price for the Subscription and payment methods we offer for the Services are set out on the Platform. We may offer payment through a third-party provider. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

7.2 During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out on our Platform (Billing Cycle).

7.3 You will be billed for any Subscription Fees due at the beginning of each Billing Cycle. Our payments methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions. (If this is the case, these will be set out on our Platform).

7.4 You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third party payment processor to debit your account in accordance with these Terms and you certify that you are either an account holder or an authorised signatory on the account for which you provide details.

7.5 We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.

7.6 The Subscription Fees are only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.

7.7 We may need to change the Fees from time to time. If we change the Subscription Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fees to your Subscription. If the updated Fees are not acceptable to you, you may cancel your Membership in accordance with the ‘Cancellation’ clause.

7.8 Late Payments: If any Subscription Fees are not paid on time, we may:

(a) suspend your access our Services (including access to our Platform); and

(b) charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

7.9 Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).

8. Third Party Providers

8.1 You acknowledge and agree that access to the Platform may be reliant on certain Third Party Providers, including IT providers or CRM providers. You agree to comply with the terms and conditions applicable to the relevant Third Party Providers (Third Party Terms) at all times.

8.2 You acknowledge and agree that if you do not agree to any Third Party Terms, this may affect our ability to provide the Services.

8.3 To the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Terms.

8.4 This clause 8 will survive the termination or expiry of these Terms.

9. Platform Licence

9.1 While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

9.2 You must not:

(a) access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

(b) interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform;

(d) use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;

(e) attempt to access any data or log into any server or account that you are not expressly authorised to access;

(f) use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

(g) circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

(h) access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

10. Availability, Disruption and Downtime

10.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

10.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

10.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

11. Intellectual Property and Data

11.1 We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

11.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

11.3 We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you use our Services (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a) supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;

(b) diagnose problems with our Services;

(d) send you information we think may be of interest to you based on your marketing preferences;

(e) perform analytics for the purpose of remedying bugs or issues with our Platform; or

(f) perform our obligations under these Terms (as reasonably required).

11.4 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur of various networks, and may be transferred unencrypted.

11.5 You are responsible for (meaning we are not liable for):

(a) the integrity of Your Data on your systems, networks or any device controlled by you; and

(b) backing up Your Data.

11.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

11.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.

12. Confidential Information and Personal Information

12.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

12.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

12.3 We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available at [insert link], and applicable privacy laws.

12.4 You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

12.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

12.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

13. Australian Consumer Law

13.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

13.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

13.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If our Platform is not ordinarily used for personal, household or domestic use, our liability for a breach of your Consumer Law Rights is limited to either resupplying our Services, or paying the cost of having our Services resupplied.

14. Liability

14.1 To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

(a) you not providing us with correct and complete current health and medical information;

(b) your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(d) your failure to follow any reasonable instructions provided to you by us;

(e) any event outside of our reasonable control.

14.2 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:

(f) neither Party will be liable for Consequential Loss;

(g) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and

(h) (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(i) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any Subscription Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates, or if you do not have a Subscription, to AU$1,000.

15. Suspension and Termination

15.1 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

15.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) if:

(a) you fail to pay your Subscription Fees when they are due;

(b) you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(d) you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

15.3 You may terminate these Terms if:

(a) we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b) we breach these Terms and that breach cannot be remedied, and

if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

15.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 16.8), and if you have a Subscription, termination will take effect at the end of your current Subscription Period.

15.5 We may also terminate these Terms at any time by notifying you by email for notices, and if you have a Subscription, termination will take effect at the end of your current Subscription Period.

15.6 Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

15.7 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

16. General

16.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

16.2 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.

16.3 Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

16.4 Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

16.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

16.6 Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

16.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

16.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

16.9 Survival: Clauses 11 to 15 will survive the termination or expiry of these Terms.

16.10 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

17. Definitions

In these Terms, unless the context otherwise requires:

Account means an account accessible to the individual or entity who signed up to our Services.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute “Consequential Loss”.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Medical Professionals means doctors or nurses who are registered with the Australian Health Practitioner Regulation Agency.

Personal Information means information or an opinion, whether true or not and whether recorded in a material form or not, about an individual who is identified or reasonably identifiable.

Services means the services we provide to you, as detailed in clause 2.2.

Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features and benefits.

Subscription Fees means the fees you pay to us to access your chosen Subscription.

Subscription Period means the duration of your Subscription (such as monthly, annually, or as otherwise set out on our Platform).

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.