TERMS AND CONDITIONS – GRIT Health

1  APPLICATION OF THESE CONDITIONS

This document sets out the terms and conditions on which a person will be a member of GRIT Health and for the Services to be provided to such members.

2  CONTACT INFORMATION

2.1  How to contact Us

If You need to contact  Us or You wish to cancel Your subscription to GRIT Health then either email Us on info@grithealth.com.au or call Us on 1300438474.

How We will contact You

We will contact You for the purposes of the Agreement by using the contact information You provided to Us in the Application process.

3  SERVICES

We agree to provide the Services to You with due skill, care and diligence subject to these Conditions.

4  TERM OF THE AGREEMENT

The Agreement will commence on the date You apply for membership to GRIT Health and will continue until Your membership expires or is terminated in accordance with these Conditions.

CHANGES TO THE AGREEMENT

5.1  Notice of change

We may change the terms and conditions of the Agreement at any time and give You at least 14 days prior notice of any changes.

5.2  You may terminate

If a change to the Agreement is not acceptable You may terminate the Agreement by notice under Clause 10.2; provided You do so within 14 days of the date You receive the notice of change.

6  MEMBERSHIP REQUIREMENTS

Your membership to GRIT Health begins on the Commencement Date (being the day You pay Your first Subscription Fee). For You to become a member of GRIT Health:

(a)  You must complete and submit an Application;

(b)  pay the Subscription Fee; and

(c)  satisfy any of Our other requirements for membership.

7  SUBSCRIPTION FEE

7.1  Obligation to pay

You must pay the Subscription Fee to Us in order to be provided with the Services.

7.2  Manner of payment

You must pay the Subscription Fee to Us by using the credit card specified by You in the Application or as otherwise agreed by Us from time to time.

7.3  Timing for payment of Subscription Fees

(a)  You may select to pay the Subscription Fee:

(i)  monthly; or

(ii)  annually.

(b)  If You select to pay the Subscription Fee monthly, the Subscription Fee will be debited to Your credit card on the same day each month as the day of the month that You became a member of GRIT Health (being the Commencement Date).

(c)  If You select to pay the Subscription Fee annually, You must pay the first annual Subscription Fee with Your Application.

7.4  Renewal of membership

(a)  Your membership to GRIT Health will be renewed automatically at the end of each Subscription Period for the following Subscription Period.

(b)  If You do not wish to renew Your membership You may terminate the Agreement by giving Us one month’s notice prior to the end of the current Subscription Period of your intention to terminate.

7.5  Variation of Subscription Fee

(c)  We may increase or vary the Subscription Fee at any time and from time to time by giving You at least 14 days prior notice;

(d)  If the variation to the Subscription Fee is not acceptable, You may terminate the Agreement by giving notice under clause 10.2; provided the notice is given within 14 days of the date You receive the notice of variation.

7.6  Failure to pay the Subscription Fee

If We do not receive payment of the Subscription Fee by the due date for any reason, We may suspend the Services or terminate the Agreement without giving You notice and without affecting any of Our other rights.

8  YOUR CONSENT TO USE INFORMATION WE RECEIVE

Subject to the GRIT Health Privacy Policy, by subscribing for the Services You consent to Us:

(a)  using the information and data received about You which has been collected from various sources and devices, including data transmitted via the Gevity App; and

(b)  monitoring, analysing and otherwise using that data and information for the provision of the Services.

9  LIMITATION OF LIABILITY

9.1  Disclaimer

We disclaim, and You agree to release Us from all responsibility and liability for:

(a)  the accuracy, completeness or usefulness of the information and data received and used and relied on by Us about You for the provision of the Services; and

(b)  any defects in the Gevity App or in any software or device of any kind used by You or by any end user or recipient of the data or information produced by GRIT Health as part of the Services or otherwise.

9.2  Exclusions of warranties

All express or implied conditions, representations and warranties arising in respect of the Services under any law are excluded to the extent allowed by applicable law.

9.3  Competition and Consumer Act 2010 (Cth)

(a)  Nothing in these Conditions limits or excludes the application of the Competition and Consumer Act 2010 (Cth) including the Australian Consumer Law.

(b)  If the Australian Consumer Law implies any condition, warranty or guarantee in these Conditions and avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under such condition, warranty or guarantee then such condition, warranty or guarantee will be deemed to be included in these Conditions. However, Our liability for breach of any such condition, warranty or guarantee in respect of the Services is limited to the supplying of those Services again or the payment of the cost of having the Services supplied again

9.4  Exclusion of consequential loss

We will not be liable to You or to anyone else in contract, negligence or otherwise for special, incidental, indirect, or consequential damages (including loss of profits, revenue, business, anticipated savings, use of a product or services, opportunity, goodwill, or reputation).

9.5  Force Majeure

We will not be liable to You or to any one else in any way whatsoever for any event or circumstances beyond Our reasonable control which delays, hinders or prevents Us providing the Services or otherwise fulfilling Our obligations under the Agreement.

10  TERMINATION

10.1  We may terminate by notice

(a)  We may terminate the Agreement at Our convenience without cause and without default by giving 14 days written notice to You.

(b)  If We terminate the Agreement by notice We will refund to You any part of the paid Subscription Fee that relates to a period of time that occurs after the date of termination.

(c)  The payment of the refund under clause 10.1(b) is the limit of Our liability to You in respect of the termination.

10.2  You may terminate by notice

You may terminate this Agreement:

(e)  under clause 7.4(b);

(f)  under clause 5.2 or 7.5(b) by giving Us 14 days prior notice. In such circumstances, You will not be bound by any change to the terms and conditions of the Agreement.  However, if You elect to terminate the Agreement You will not be refunded any portion of the Subscription Fee which has already been paid, including where the Subscription Fee is paid annually.

(g)  or to the Subscription Fee notified to You; or

(h)  without cause and without default by giving 14 days written notice to Us. If You elect to terminate the Agreement You will not be refunded any portion of the Subscription Fee which has already been paid, including where the Subscription Fee is paid annually.

10.3  We may suspend or terminate immediately

We may immediately suspend the Services or immediately terminate the Agreement:

(a)  if You fail to pay the Subscription Fee on the due date;

(b)  if You are insolvent or if You are no longer a user of the GRIT Health App;

(c)  where We consider it is reasonably necessary for technical or operational reasons.

10.4  Prior obligations preserved

Nothing operates to discharge You or Us from obligations arising under or in connection with the Agreement prior to the date of termination.

11  INTELLECTUAL PROPERTY RIGHTS

11.1  Ownership

Copyright, trademarks and all other intellectual property rights in all analysis, reports, data, material, content or software supplied as part of the Services (“Deliverables”) will remain Our property.

11.2  Restrictions on use

You must not, and You must not assist, facilitate or authorise any third party to:

(a)  copy, transfer, publish, rent, reproduce, record, transmit, frame, reverse engineer, decrypt, decompile, disassemble, alter or commercially exploit any Deliverables; or

(b)  sell or make any charge for using any part of the Deliverables,

without Our prior written consent.

12  PRIVACY AND PERSONAL INFORMATION

12.1  Protection of Personal Information

We will protect Your personal information and safeguard Your privacy in accordance with applicable laws.

12.2  Our Privacy Policy

The Services are provided to You subject to the GRIT Health Privacy Policy published on the GRIT Health website.

13  GST

The Subscription Fee payable by You under the Agreement includes GST where applicable. If any other amounts are payable by You under the Agreement and such amounts incur GST, You will be required to pay Us the relevant amount of GST.

14  GOVERNING LAW

The Agreement is governed by and construed in accordance with the laws of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction

15  GENERAL

15.1  Assignment

We may assign or transfer Our rights and obligations under the Agreement to any person.  You may not transfer Your rights or obligations under the Agreement to anyone else, without Our consent.

15.2  Severance

In the event of part of the Agreement being or becoming void or unenforceable, that part is to be severed from the Agreement with the intention that the balance of the Agreement is to remain in full force and effect, unaffected by the severance.

15.3  Amendment

The Agreement may not be amended, or a provision waived, except by a document in writing signed by or on behalf of each of the parties.

15.4  Entire agreement

The Agreement embodies the entire agreement between the parties and supersedes all prior conduct, arrangements, agreements, understandings, representations, statements or negotiations express or implied in respect of the subject matter of the Agreement.

15.5  Nature of relationship

Nothing in the Agreement constitutes any partnership, agency, trust, joint venture or other special relationship between the parties

16 DEFINITIONS AND INTERPRETATION

Definitions

Agreement

means the agreement between Us and You for the provision of the Services comprising these Conditions, the Application, the GRIT Health Privacy Policy and any other terms and conditions displayed on the GRIT Health website from time to time.

Application

means the online application to subscribe for the Services to be completed by You and which is located on the GRIT Health website

Business Day

means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland.

Commencement Date

means the date that You pay your first Subscription Fee (whether it be paid monthly or annually).

Conditions

means these Terms and Conditions of agreement for subscription for the Services.

Deliverables

has the meaning given to it in clause 11.1.

Grit Health App

means the health monitoring software application and related services owned and sold by Longevum Pty Ltd (under the name of either the Gevity App or the GRIT Health App) which centralises medical and fitness data about people who are users of the application which data is obtained from compatible monitoring devices connected by wireless with the software application.

GST

Means any value added, consumption, turnover or similar tax, impost or duty on goods or services

Our, Us and We

means Envigor Health Management Pty Ltd ABN 38 613 918 835 trading as GRIT Health
GRIT Health
means, as the context requires, the home care system owned and operated by Envigor Health Management Pty Ltd (ABN 38 613 918 835) that provides monitoring and analysis of health and medical data to assist individuals to control and improve their health.

Services

means the services (including Deliverables) provided by Us to You using GRIT Health

Subscription Fee

means the fee payable by You to Us for the provision of the Services as specified in the Application or as otherwise notified to You under the Agreement.

Subscription Period

means:

(a)  if You pay Your Subscription Fee monthly, the period beginning on the Commencement Date and continuing for a period of 1 month (subject to early termination or renewal); or

(b)  if You pay the Subscription Fee annually, the period beginning on the Commencement Date and continuing for a period of 12 months (subject to early termination or renewal).

You/Your

means (as the case requires) a member of GRIT Health or a person subscribing to be such a member.

Interpretation

In these Conditions, unless the contrary intention appears:

(a)  Headings are for ease of reference only and do not affect the meaning of these Conditions and do not form part of the clause.

(a)  The singular includes the plural and vice versa and words importing a gender include other genders.

(b)  Words used in these Conditions and defined in the dictionary of definitions above will have the meaning set out in the dictionary. Other grammatical forms of defined words or expressions have corresponding meanings.

(c)  A reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to these Conditions and a reference to these Conditions includes any schedules and annexures attached to these Conditions.

(d)  A reference to these Conditions or any other document or agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time.

(e)  A reference to ‘$’, ‘$A’, ‘dollar’ or ‘A$’ is a reference to Australian currency.

(f)  A reference to a party includes its permitted assigns and if more than one, includes those persons jointly and each of them severally..

(g)  Words and expressions importing natural persons include bodies corporate, incorporated associations and any other legal entity recognised by law or statute.

(h)  If the day on which:

(i)  anything, other than a payment, is to be done is not a Business Day, that thing will be done on the preceding Business Day;

(ii)  a payment is to be made is not a Business Day it will be made on the next Business Day but if the next Business Day falls in the next calendar month it will be made on the preceding Business Day; and

(iii) if an act, other than a payment or the giving of a communication, is required to be done on a particular day and the act is done after 5pm on that day, it will be deemed to have been done on the following day

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