Terms of Use | Elemnt Health

Elemnt Technologies Pty Ltd (ABN 33 672 926 082) operates Elemnt Health. In these Terms of Use, "Elemnt," "we," "us," and "our" mean Elemnt Technologies Pty Ltd.

These Terms govern your access to and use of our website at elemnt.health and the Elemnt Wellness application at wellness.elemnt.health, including any content, functionality, and services offered through them. We refer to the two together as the Services. By using the Services, you accept and agree to be bound by these Terms and by our Privacy Policy, which forms part of this agreement.

1. Our Services

What these Terms cover. They cover both the website and the application, which do different things. The website at elemnt.health is informational. It describes Elemnt Health, the direction of the company, and what we are building, including capability that is planned rather than available today. It is not an offer, and nothing on it is a commitment to deliver a particular feature or a representation that a described capability exists yet. The application at wellness.elemnt.health is the product you hold an account in, and the sections that follow describe that relationship.

Individuals reach the Services through a practitioner. Where the website speaks to them directly, it describes what we are building rather than something available to them today. Registering interest adds you to our updates and to the list we draw on for early access. It is not an order, and it does not entitle you to access or to any particular feature.

The Services are provided to health practitioners for use in their practice. They organise pathology results, show how markers relate to one another, and provide clinical context to support a practitioner’s own reasoning.

The Services do not diagnose, do not provide medical advice, and do not replace clinical judgement. Every clinical conclusion, and every decision taken with a patient, remains the practitioner’s. Reports and insights are provided to support that reasoning, not to substitute for it.

The Services are not a substitute for consulting a doctor, and no one should delay, avoid, or discontinue medical care on the basis of them.

Pathology providers. The Services may list or link to pathology providers so that you or your patient can arrange a private blood test. Ordering, paying for, and taking the test all happen with that provider, on their own website and under their own terms. We do not perform testing, we receive no payment for it, and we are not party to any arrangement you or your patient makes with a provider. Listing a provider is not a recommendation or an endorsement, and anything to do with the test, including taking the sample and the accuracy, timing, or availability of results, is between the provider and whoever engaged them.

2. Your patients, and your responsibilities

You may upload information about your patients or clients, including their pathology results, so that the Services can organise and analyse them. We call this Client Data, and our Privacy Policy explains how we handle it.

Because we have no clinical relationship with your patients and take no part in their care, you warrant that:

You have obtained your patient’s consent to upload their information to the Services and to have it analysed, before you upload it.
You have the authority to provide that information to us.
The Client Data you upload is accurate as far as you know. We rely on what you give us and do not verify it, and the Services can only be as good as the information they are given.
You will not upload records about anyone under 18.
You remain responsible for your own record-keeping obligations. We are not your system of record, and you should keep your own records rather than rely on us to hold them.
You remain responsible for what you do with the insights and reports the Services produce, and for what you share with your patient.

We store the documents you upload as you give them to us, and we do not control what is in them. A pathology report often carries more than the results, such as a Medicare or health insurance number. If there is anything in a document you would rather we did not hold, redact it or upload only the relevant results, before you upload it.

3. Accounts

To use the application you need an account. An account may be held by an individual practitioner or by the clinic or practice they work in. By opening one, you confirm that everyone who uses it, including you, is qualified to practise in their field and holds any registration that field requires.

Give us accurate registration details, and keep them up to date.
Logins are personal. Everyone who uses the Services needs their own.
You are responsible for activity that happens under your account, and for keeping your password confidential.
Tell us promptly if you believe someone has accessed your account without your authority. If you lose your password we can reset it, but we cannot recover it, because we do not store it in readable form.

4. Fees and payment

The Services include a free tier. Paid features, including the full content of reports, become available when you buy them. The fees are set out on our website or in the application at the time you purchase.

You pay before you receive a paid feature or report. There are no invoices, no credit terms, and nothing that can fall overdue.
If you hold a subscription and a renewal payment does not go through, your access to the paid features ends and your account returns to the free tier. We do not suspend or close your account over a payment, and you owe us nothing.
We may change our fees, and we will give you at least 30 days' notice by email before a change takes effect. A change never applies to something you have already bought.
Payments are processed by a third-party payment provider. Card details are handled by them and never reach our systems.
Fees are stated inclusive or exclusive of GST as indicated at the point of purchase.
We do not refund a change of mind. Once you have bought a paid feature or report, the fee is not refundable on that basis.
If there is a problem with the quality of what we provided, tell us within 15 days of the payment and we will look at it case by case. Where we agree a refund is due, we pay it within 15 days of that decision.

Nothing in this section limits any right you have under the Australian Consumer Law.

5. Your data, and who owns it

Client Data is yours. As between you and us, Client Data is yours. We claim no rights in it, and uploading it to the Services gives us none beyond the licence you grant below.

To provide the Services, we need permission to handle it. You grant us a non-exclusive licence to host, store, process, display, and analyse Client Data, solely in order to provide the Services to you and to produce the reports you ask for. That licence lasts as long as we hold the data and no longer.

De-identified information. We may create de-identified information from Client Data, and use and retain it to operate and improve the Services. Section 6 of our Privacy Policy sets out what de-identification means, the limits we place on ourselves, and how you can ask us to stop using data from your account for this purpose.

We do not sell Client Data. We do not disclose it to anyone for their own purposes. We do not use it for marketing.

Reports you generate. Reports and insights the Services produce for you are yours to use in your practice. You may store them, include them in your own records, and share them with the patient they concern.

Getting a copy of your data. While your account is open you can ask us for a copy of your Client Data, and we will provide it. Once the account closes your access ends and we delete the data, and we do not provide copies afterwards, so ask for whatever your own records require before you close it. Section 9 and our Privacy Policy set out the timing.

6. Our intellectual property

We own the Services, including the software, the models and methods behind them, the interface, and all content we publish, together with our name, logos, and trademarks. Those are protected by intellectual property law, and nothing in these Terms transfers them to you.

For as long as your account is open, we grant you a non-exclusive, non-transferable licence to access and use the Services in your practice, including for the commercial purposes of that practice. This licence covers you and the practitioners you give access to.

You must not:

Copy, modify, translate, or create derivative works of the Services.
Reverse engineer or attempt to derive the source code, models, or methods behind the Services, except to the extent the law says you may.
Resell, sublicense, rent, or otherwise make the Services available to anyone outside your practice.
Use the Services, or anything you learn from them, to build a competing product.
Remove or obscure any proprietary notice.
Use our name, logos, or trademarks without our written consent.

7. Acceptable use

You agree that you will not, and will not permit anyone else to:

Use the Services for anything unlawful, or in breach of any professional obligation that applies to you.
Upload any information you are not entitled to provide to us.
Upload malicious code, or anything intended to damage or disrupt the Services.
Attempt to gain unauthorised access to the Services, to another user’s account, or to any system or network connected to them.
Interfere with the operation of the Services, or place an unreasonable load on them.
Use automated tools to extract data from the Services beyond your ordinary use of them.
Share your login credentials, or allow anyone else to use your account.

8. Warranties, liability and indemnity

Your statutory rights. The Australian Consumer Law gives you guarantees that cannot be excluded, restricted, or modified. Nothing in these Terms does so, and nothing in this section applies to the extent it would. If you acquire the Services as a consumer under the Australian Consumer Law, which includes most businesses acquiring services for under AUD $100,000, those guarantees apply to you.

What we do not warrant. Apart from your statutory rights, the Services are provided as they are. We do not warrant that they will be uninterrupted or error free, that they will meet every requirement you have, or that the analysis they produce will suit every clinical situation.

Clinical decisions. As section 1 says, the Services support your reasoning and do not replace it. We are not liable for clinical decisions you make, for how you interpret a report, or for advice you give your patient. That responsibility is yours, and it sits within your professional relationship with them.

Our liability. Where the Australian Consumer Law applies a guarantee to the Services and allows us to limit our liability for failing to meet it, our liability for that failure is limited, at our option, to resupplying the Services or to paying the cost of having them resupplied.

For every other claim arising out of or in connection with these Terms or the Services, our total liability to you is limited to the fees you paid us in the 12 months before the claim arose.

Neither of us is liable to the other for indirect or consequential loss, or for loss of profits, revenue, goodwill, or anticipated savings, however it arises.

What these limits do not cover. The limits above do not apply to our obligations of confidentiality under section 10, to a claim that the Services infringe someone’s intellectual property rights, or to fraud or wilful misconduct by either of us.

Your indemnity. You indemnify us against loss, damage, and reasonable costs, including reasonable legal costs, that we incur from a third-party claim arising out of:

a breach of a warranty you gave in section 2, including uploading Client Data without your patient’s consent;
your breach of section 7;
a claim that Client Data you uploaded infringes someone’s rights or was provided to us unlawfully; or
your use of the Services in breach of a professional or legal obligation that applies to you.

This indemnity is reduced to the extent the loss was caused by our own breach of these Terms or our own negligence. If we want to be indemnified for a claim, we will tell you about it promptly, let you take part in defending it, and not settle it without asking you first.

9. Suspension and termination

You may close your account at any time, having first requested a copy of anything you need.

We may suspend your access if we reasonably believe your account has been compromised, or if your use of the Services puts us, another user, or anyone’s information at risk. Where it is practicable, we will tell you first and give you a chance to put it right. We do not suspend accounts over payment.

We may terminate your account if you materially breach these Terms and do not remedy the breach within 14 days of us asking you to, or if we are required to by law.

We may close an account that goes unused. If nobody signs in for 5 years, we close it and delete what is in it, as section 10 of our Privacy Policy describes. We notify you by email beforehand.

We may stop offering the Services. If we decide to discontinue them, we will give you at least 90 days' notice by email, during which you may request a copy of your data. We will then refund, within 15 days of the Services stopping, any fees you have paid for Services you have not received. That refund is not discretionary.

What happens then. Your access to the Services ends, and we delete Client Data within the period set out in section 10 of our Privacy Policy. We do not provide copies after an account closes, so anything you need should be requested beforehand. De-identified information created before termination is not affected, because it cannot be traced back to you or to anyone.

If a data breach affects your Client Data, we will tell you, as section 12 of our Privacy Policy describes.

What survives. Our rights over de-identified information under section 5, our ownership and the restrictions in section 6, and sections 8, 10, and 11 in full. The licence granted in section 6 ends when your access does. The licence in section 5 continues only for as long as we still hold Client Data, and ends when we delete it.

10. Confidentiality

Each of us may learn confidential information about the other through this relationship. Each of us agrees to keep it confidential, to use it only for the purposes of these Terms, and to protect it with at least the care we use for our own confidential information.

We treat Client Data as your confidential information.

This does not apply to information that is public through no fault of the receiving party, that the receiving party already knew or developed independently, or that the law requires be disclosed.

11. General

Changes to these Terms. We may update these Terms. If a change materially affects your rights or obligations, we will give you at least 30 days' notice by email before it takes effect, and you may close your account before then if you do not accept it. Continuing to use the Services after a change takes effect means you accept it. Minor changes, such as correcting an error or clarifying wording, take effect when we post them, and we will act reasonably in deciding whether a change is minor.

Events outside our control. Neither of us is responsible for a failure or delay in performing our obligations caused by something genuinely beyond our reasonable control, including natural events, fire, war, industrial action, failures of infrastructure or telecommunications we do not operate, or acts of a government authority. This does not excuse an obligation to pay money, and if the event continues for more than 30 days either of us may terminate.

Notices. We communicate with you by email, at the address on your account, and you agree that email notices are as effective as posted letters. Notices to us go to legal@elemnt.health. A notice sent by email is taken to be received 24 hours after sending, unless the sender receives notice of non-delivery.

Disputes. If a dispute arises, we both agree to raise it with the other in writing and to try in good faith to resolve it, and to attempt mediation, before starting court proceedings. Nothing in this clause prevents either of us from seeking urgent relief from a court.

Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign ours as part of a sale or reorganisation of our business, and the rights and obligations in these Terms pass to any permitted successor.

Severability. If any provision is held to be void or unenforceable, it is read down only so far as necessary to make it valid, and if it cannot be, it is severed. The rest of these Terms continue to apply.

Waiver. A failure or delay in exercising a right does not waive it.

Feedback. If you suggest an improvement to the Services, we may use it without restriction and without owing you anything for it. We will not name you as its source without your consent.

Entire agreement. These Terms and the Privacy Policy are the whole agreement between us about the Services, and replace any earlier understanding. Neither of us relies on anything not set out in them.

Third parties. These Terms do not give rights to anyone who is not a party to them.

Language. These Terms are made in English. If they are translated and the versions conflict, the English version prevails.

Governing law. These Terms are governed by the laws of New South Wales, Australia. Both of us submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts that hear appeals from them.

12. Definitions

In these Terms:

"Elemnt," "we," "us" and "our" mean Elemnt Technologies Pty Ltd (ABN 33 672 926 082), which operates Elemnt Health.
"practitioner" means a health practitioner using the Services in their practice, whether they hold the account themselves or you have given them access to it.
"Client Data" means information about your patients or clients that you upload to the Services, including their pathology results, the clinical context you record against them, and the insights and reports the Services derive from them.
"Services" means our website at elemnt.health and the Elemnt Wellness application at wellness.elemnt.health, together with everything offered through them.
"you" means whoever holds the account, whether that is an individual practitioner or a clinic or practice, and whether the account is on the free tier or a paid one. Where a clinic or practice holds the account, it is responsible for the practitioners it gives access to, and their acts and omissions are treated as its own.