Aspedan Ltd Terms and Conditions
Version 2.0.0
Effective Date: 17/09/2024
Welcome to Aspedan Ltd (“Company”, “we”, “us”, or “our”). These Terms and Conditions (“Terms”) govern the use of our Services. By accessing or using our Services, you agree to be bound by these Terms. Please read them carefully.
1. Definitions
- “Agreement”: Refers to these Terms and Conditions, which form the legally binding contract between the Client and the Company.
- “Client”: The individual or entity that purchases or uses the Services provided by the Company.
- “Services”: The health-related services offered by the Company, including but not limited to blood testing and genetic testing services.
- “Medichecks”: The third-party partner responsible for providing laboratory blood testing services.
- “Muhdo”: The third-party partner responsible for providing genetic and epigenetic testing services.
- “Platform”: The secure online portal or API used by the Company to facilitate the provision of the Services.
- “Sample”: Any biological material, such as blood, saliva, or other bodily fluids, provided by the Client for testing purposes.
- “Test”: The analysis performed on a Sample by Medichecks, Muhdo, or any other authorised laboratory.
- “Results”: The outcomes of the Test(s), including any data, reports, or insights generated.
- “Report”: A document that may accompany the Results, particularly relating to blood tests, providing additional interpretation or context.
- “Order”: The request made by the Client for specific Services, including the provision of a Sample for testing.
2. Scope of Services
2.1 General Overview
The Company provides health and wellness-related Services, including the facilitation of blood and genetic testing. These Services are offered through strategic partners, who act as the providers of laboratory and genetic testing, as well as the analysis and review of blood test results and genetic testing. The Company acts as a facilitator and reseller of these tests, offering Clients access to testing kits, sample analysis, data interpretation, and personalised health insights.
2.2 Service Components
The Company provides a comprehensive suite of health-related products and services designed to support Clients in managing their health and wellness. These components include:
2.2.1 Mobile Health Application
- Daily Health Recommendations: The Company’s mobile application provides personalised daily health recommendations based on the Client’s data, including genetic and blood test results, lifestyle information, and data from connected devices.
- Personalised Health Plans: The app offers customised health plans tailored to the Client’s specific needs and goals. These plans are dynamically adjusted based on ongoing data input and health progress.
- Smartwatch Integration: The app integrates with compatible smartwatches and other wearable devices to track various health metrics, such as physical activity, heart rate, and sleep patterns, which are then used to refine health recommendations.
2.2.2 Bluetooth Health Devices
- Bluetooth Blood Pressure Monitor: The Company offers a Bluetooth-enabled blood pressure monitor that syncs with the mobile app, allowing Clients to track their blood pressure over time. The data collected is analysed to provide insights into cardiovascular health.
- Bluetooth Scales: The Bluetooth-enabled scales provided by the Company sync with the mobile app to track body weight, body mass index (BMI), and other related metrics. This data is used to monitor progress towards health and fitness goals.
2.2.3 Blood Testing Services
- Blood Tests: In partnership with Medichecks, the Company offers a range of blood tests that analyse various biomarkers to provide insights into the Client’s health. These tests are essential for monitoring conditions such as cholesterol levels, blood glucose levels, liver function, and more.
- Phlebotomy Services: The Company facilitates access to professional phlebotomy (blood testing) services for Clients who require blood samples to be taken at home or in a clinic.
2.2.4 Genetic and Epigenetic Testing Services
- Genetic Testing: Through our partnership with Muhdo, the Company offers genetic testing services that provide detailed insights into a Client’s genetic makeup, including predispositions to certain health conditions, dietary needs, and fitness potentials.
- Epigenetic Testing: The Company also offers epigenetic testing services, which analyse how environmental factors influence gene expression. This service provides insights into how lifestyle choices, such as diet and exercise, may affect long-term health.
2.2.5 Vitamin Supplements
- Custom Formulated Supplements: The Company offers a range of vitamin supplements that are custom-formulated based on proprietary designs. These supplements are manufactured in the UK and are intended to support overall health and wellness.
- Dietary Support: The supplements are designed to complement a balanced diet and healthy lifestyle. They are not intended to replace medications or treat any medical conditions. Clients are advised to consult with a healthcare professional before starting any new supplement regimen.
2.3 Limitations
The Services are intended for informational and educational purposes only and do not constitute medical advice, diagnosis, or treatment. Clients are advised to consult with a qualified healthcare professional before making any health-related decisions based on the Results.
3. Use of Services
3.1 Eligibility
By using our services, you represent and warrant that you are at least 18 years old. If you are accessing or using the services on behalf of a minor, you further represent and warrant that you are the parent or legal guardian of that minor. We do not recommend or support the use of our services by: those under 18 years of age; those who are pregnant or trying to conceive; those who have significant mobility issues; those with significant health issues; those with kidney problems; those suffering with mental health issues; and several other pre-existing health conditions. Please consult your doctor and Aspedan directly if you are unsure if your medical background makes you a suitable candidate for eligibility of use.
3.2 Account Registration
To access app features and services, you are required to create an account. You agree to provide accurate, complete, and up-to-date information during the registration process and to keep your account credentials confidential. You are responsible for all activities that occur under your account.
3.3 Prohibited Conduct
You agree not to:
3.3.1 Use the services for any unlawful purpose or in violation of any applicable laws or regulations.
3.3.2 Engage in any activity that may interfere with or disrupt the operation of the app or the services.
3.3.3 Circumvent, disable, or otherwise interfere with any security-related features of the app or the services.
3.3.4 Upload, post, or transmit any content that is harmful, offensive, defamatory, or infringes upon the rights of others.
3.3.5 Use any automated means, such as bots or scrapers, to access or collect information from the app or the services without our prior written consent.
3.4 Intellectual Property
All intellectual property rights in the app and the services, including but not limited to trademarks, copyrights, and patents, are owned by or licensed to Aspedan. You agree not to modify, reproduce, distribute, or create derivative works based on the app or the services without our prior written consent.
4. Medical and Health Information
Aspedan is a digital health company that provides personalised health information and recommendations through its app, Personalised Health Plan, Daily Health Score, and other services. By accessing or using our Services, you acknowledge and agree to the following:
4.1 Not Medical Advice
Although Aspedan’s recommendations, advice, products, or suggestions are based on peer-reviewed literature and have undergone medical validation, they must never be considered as, or substituted for, medical advice. The information provided through our Services is for informational purposes only and is not a substitute for professional medical advice, diagnosis, or treatment. You should always consult with a qualified healthcare professional regarding any medical concerns, issues, or discrepancies that arise from or during the use of our Services.
4.2 No Responsibility for Health or Medical Outcomes
Aspedan bears no responsibility for the health or medical outcomes of its users. While we strive to provide accurate and up-to-date information, we cannot guarantee the accuracy, completeness, or effectiveness of the information provided through our Services. Therefore, we disclaim any liability for any adverse health effects, injuries, or medical conditions that may result from the use of our Services.
4.3 Consultation with a Qualified Doctor
By accepting these Terms of Service, you acknowledge and agree that any health concerns, issues, or discrepancies that arise as a result of or during the use of our Services must be discussed with a qualified doctor or healthcare professional. Aspedan’s Services are intended to complement, not replace, the professional advice and care provided by healthcare professionals.
4.4 Personal Responsibility
You understand and accept that you are solely responsible for your own health and wellbeing. You should exercise your own judgement and discretion when making decisions based on the information provided through our Services. Aspedan shall not be held liable for any damages, losses, or harm arising from your reliance on the information obtained from our Services.
4.5 No Doctor-Patient Relationship: Your use of our Services does not create a doctor-patient relationship between you and Aspedan. The information provided through our Services is not intended to establish such a relationship, and we do not provide medical diagnosis, treatment, or prescriptions.
4.6 Acknowledgement
By using our Services, you acknowledge that you have read, understood, and agreed to this Medical Information Disclaimer, and you agree to seek professional medical advice when needed. If you do not agree with this disclaimer or any part thereof, you must refrain from using our Services.
5. Privacy
5.1 Privacy Policy
Your use of the app and the services is subject to our Privacy Policy. By using our services, you consent to the collection, use, and disclosure of your personal information and health data in accordance with our Privacy Policy.
6. Disclaimer of Warranty
6.1 Availability
The app and the services are provided on an “as is” and “as available” basis. We make no representations or warranties of any kind, whether express, implied, or statutory, regarding the app or the services, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
6.2 Interruptions and Errors
We do not warrant that the app or the services will be uninterrupted, error-free, or secure, or that any defects or errors will be corrected. You use the app and the services at your own risk.
7. Ordering and Payment Terms
7.1 Ordering Process
- Order Placement: Orders for Services can be placed through the Company’s Platform. Clients are required to provide accurate and complete information during the ordering process.
- Order Confirmation: Upon placing an Order, the Client will receive a confirmation email outlining the details of the Order, including the Services requested, pricing, and any applicable taxes or fees.
7.2 Pricing
- Blood Testing: Prices for blood testing Services provided by Medichecks are detailed on the Platform and may include additional fees for phlebotomy services or specialised tests.
- Genetic Testing: Prices for genetic testing services provided by Muhdo include the cost of DNA profiling, epigenetic analysis, and any optional features such as access to the Helix Portal.
- Epigenetic Testing: Prices for epigenetic retesting or additional services are also detailed on the Platform.
- Price Revisions: The Company reserves the right to revise prices for any or all Services upon sixty (60) days’ notice to the Client.
7.3 Payment Terms
- Upfront Payment: All Orders must be paid in full at the time of placement unless otherwise agreed in writing. Payment can be made via credit card, bank transfer, or other accepted payment methods as specified on the Platform.
- Invoices: Invoices will be issued for each Order, detailing the Services provided, pricing, and applicable taxes. Invoices are payable within fourteen (14) days of issuance unless otherwise specified.
- Late Payments: If payment is not received by the due date, the Company reserves the right to suspend access to the Platform and withhold Results until the outstanding balance is settled. Late payments may incur interest at a rate of four percent (4%) per annum above the Bank of England’s base rate.
7.4 Taxes
The Client is responsible for the payment of all applicable taxes, including VAT, associated with the purchase of any Services. Taxes will be calculated based on the billing information provided by the Client at the time of Order placement. All prices displayed are inclusive of VAT unless otherwise stated.
8. Sample Collection and Handling
8.1 Sample Collection
- Collection Kits: The Company will provide the Client with a collection kit for the Sample required for the selected Service. The kit will include detailed instructions for Sample collection and submission.
- Submission Process: Clients are responsible for collecting and submitting Samples according to the instructions provided. The Company is not responsible for the failure of a Sample to be processed due to issues such as improper collection, haemolysis, insufficient Sample volume, or deterioration during transit.
8.2 Sample Handling and Analysis
- Laboratory Standards: All Samples will be analysed by accredited laboratories. Medichecks and Muhdo are responsible for ensuring that the analysis is conducted in compliance with applicable standards and regulations.
- Defective Samples: In the event that a Sample is defective or cannot be processed, the Client will be notified and provided with a replacement kit at no additional cost, unless the defect is due to the Client’s failure to follow the collection instructions.
8.3 Data Security and Privacy
- Data Protection: The Company, Medichecks, and Muhdo will handle all Client data in accordance with the UK Data Protection Act 2018, GDPR, and other applicable data protection laws. The Company is committed to protecting the privacy and security of Client data throughout the testing process.
- Data Sharing: The Company may share Client data with Medichecks, Muhdo, and other laboratories as necessary to perform the Services. These partners are responsible for ensuring the security and confidentiality of the data while in their possession.
9. Results and Reporting
9.1 Delivery of Results
- Blood Testing Results: Results from blood tests will be delivered to the Client through the Platform. The Company may provide additional interpretation or context through a Report, but the Client is encouraged to consult with a healthcare professional for clinical advice.
- Genetic and Epigenetic Testing Results: Results from genetic and epigenetic tests will be delivered through the Platform. Clients may also have the option to access additional insights through Muhdo’s Helix Portal, subject to additional fees.
9.2 Report Accuracy and Use
- Accuracy: The Company strives to ensure that all Reports and Results are accurate and reliable. However, the Company, Medichecks, and Muhdo are not liable for any errors or omissions in the Reports or Results, nor for any consequences arising from the use of the information provided.
- Non-Diagnostic Nature: The Reports provided by the Company are intended for informational purposes only and are not a substitute for professional medical advice, diagnosis, or treatment. Clients are advised to seek the advice of a qualified healthcare professional with any questions regarding the Results.
9.3 Client Rights and Responsibilities
- Access to Data: Clients have the right to access their Results and any associated data through the Platform. Requests for data access, correction, or deletion should be directed to the Company’s data protection officer.
Obligations: Clients are responsible for providing accurate and complete information during the ordering process and for complying with all instructions related to the collection and submission of Samples. Failure to do so may affect the accuracy and reliability of the Results.
10. Intellectual Property Rights
10.1 Ownership of Intellectual Property
- Company IP: All intellectual property rights in the Platform, Services, and related content are owned by the Company. This includes trademarks, logos, proprietary software, and any other intellectual property created or used by the Company in connection with the Services.
- Partner IP: Medichecks and Muhdo retain ownership of all intellectual property rights related to their respective services, including testing methodologies, algorithms, and analysis tools.
10.2 Licence to Use Partner IP
- Limited Licence: The Company is granted a limited, non-exclusive, non-transferable licence to use the trademarks, logos, and other intellectual property of Medichecks and Muhdo solely for the purpose of providing and marketing the Services. The Company shall comply with all branding and usage guidelines provided by Medichecks and Muhdo.
- Prohibited Uses: The Company shall not alter, modify, or misuse the trademarks or logos of Medichecks or Muhdo in any way that could harm their reputation or violate their intellectual property rights.
10.3 Client Use of Intellectual Property
Clients are granted a limited, non-exclusive, non-transferable licence to access and use the Platform and related content for personal, non-commercial purposes. Clients shall not reproduce, distribute, or create derivative works from any content provided through the Platform without the express written consent of the Company.
11. Liability and Indemnification
11.1 Limitation of Liability
- General Limitation: The Company’s liability to the Client for any claims arising out of or related to the Services, including the use of supplements, is limited to the amount paid by the Client for the specific Service or product that gave rise to the claim.
- Excluded Damages: The Company is not liable for any indirect, incidental, consequential, or punitive damages, including but not limited to any health-related damages loss of profits, loss of data, loss of goodwill, or any other intangible losses, arising out of or in connection with the use or inability to use the Services or supplements.
- Medical Disclaimer: By using the Aspedan app, products, and services, the client acknowledges that all information, guidance, and recommendations provided are for general informational purposes only and should not be construed as medical advice. Aspedan does not provide medical diagnosis, treatment, or medical recommendations, and no content or service offered through the app is intended to replace professional medical consultation. Clients are advised to consult with a qualified healthcare provider before making any decisions based on the app’s recommendations. Aspedan (the Company) shall not be held liable for any damages, injuries, or adverse outcomes resulting from reliance on any information provided, or from the use of any products and services. The information provided by Aspedan (the Company) is intended for informational purposes only and should not be relied upon for medical decisions without consulting a qualified healthcare provider.
11.2 Indemnification
- Client Indemnification: The Client agrees to indemnify and hold harmless the Company, Medichecks, Muhdo, and their respective officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to the Client’s use of the Services, violation of these Terms, or violation of any rights of a third party.
Company Indemnification: The Company agrees to indemnify and hold harmless the Client from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of or related to the Company’s gross negligence or willful misconduct in the provision of the Services.
12. Termination and Suspension
12.1 Termination by the Company
- For Breach: The Company reserves the right to terminate or suspend access to the Services, without prior notice, for any Client who breaches these Terms, including but not limited to non-payment of fees, violation of intellectual property rights, or misuse of the Services.
- For Convenience: The Company may also terminate these Terms for convenience, with a minimum of thirty (30) days’ written notice to the Client. In such cases, the Client will be entitled to a pro-rata refund of any fees paid for Services not yet rendered.
12.2 Termination by the Client
- Notice Required: The Client may terminate their use of the Services at any time by providing thirty (30) days’ written notice to the Company. Termination does not relieve the Client of any payment obligations for Services already rendered or Orders already placed.
- Effect of Termination: Upon termination, the Client will no longer have access to the Platform or any Results. The Company will retain the right to delete any data associated with the Client’s account, subject to applicable data protection laws.
12.3 Consequences of Termination
- Survival of Obligations: The provisions of these Terms that by their nature should survive termination, including but not limited to clauses related to payment, intellectual property, liability, indemnification, and governing law, shall continue to apply after termination.
- Return of Materials: Please refer to Aspedan’s Returns Policy for details on returning products and claiming refunds.
13. Governing Law and Dispute Resolution
13.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law principles.
13.2 Dispute Resolution
- Good Faith Negotiation: In the event of any dispute or claim arising out of or related to these Terms or the Services, the parties agree to first attempt to resolve the dispute through good faith negotiation.
- Arbitration: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the London Court of International Arbitration (LCIA). The language of the arbitration shall be English.
- Jurisdiction: If arbitration is not pursued, the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or related to these Terms or the Services.
14. Customer Communications and Responsibilities
14.1 Client Communications
- Notification of Results: The Company will notify the Client via email or through the Platform when Results are available. It is the Client’s responsibility to regularly check their email and the Platform for updates.
- Critical Results: In the event of critical Results, Medichecks will notify the Company, which will then be responsible for communicating these Results to the Client without delay.
14.2 Client Responsibilities
- Accurate Information: Clients are responsible for providing accurate and complete information during the ordering process and for updating their account information as necessary.
- Compliance with Instructions: Clients are responsible for following all instructions related to the collection and submission of Samples. Failure to do so may result in delays or inaccuracies in the Results.
14.3 Complaints and Support
- Customer Support: The Company provides customer support for any issues related to the Services. Clients can contact the Company at [email protected] for assistance.
Complaints Procedure: Clients who wish to file a complaint regarding the Services should contact the Company in writing by emailing [email protected]. The Company will acknowledge receipt of the complaint within five (5) business days and will aim to resolve the issue within a reasonable timeframe. The Company will aim to resolve any complaints within 30 business days, or within a reasonable time period, which will be communicated clearly to the Client via email.
15. Force Majeure and Service Availability
15.1 Force Majeure
The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, labour disputes, embargoes, government orders, or any other force majeure event. In the event of such an occurrence, the time for performance shall be extended by a period equivalent to the duration of the delay.
15.2 Service Availability
- Planned Maintenance: The Platform and APIs may be unavailable during periods of planned maintenance. The Company will use reasonable efforts to perform maintenance outside of normal business hours and will provide advance notice where possible.
- Unplanned Disruptions: The Company is not responsible for any disruption to the Services caused by third-party infrastructure providers or other external factors beyond the Company’s control. In the event of a service disruption, the Company will work with its partners to restore service as quickly as possible.
16. Miscellaneous Provisions
16.1 Entire Agreement
These Terms, together with any documents incorporated by reference, constitute the entire agreement between the Client and the Company regarding the Services and supersede all prior agreements, representations, and understandings.
16.2 Amendments
The Company reserves the right to amend these Terms at any time. Clients will be notified of any significant changes, and the revised Terms will be posted on the Platform. Continued use of the Services after the effective date of any amendments constitutes acceptance of the revised Terms.
16.3 Severability
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
16.4 Assignment
The Client may not assign or transfer their rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms to a third party without the Client’s consent.
16.5 Third-Party Rights
Except as expressly provided in these Terms, no person other than the parties to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
16.6 Notices
All notices and communications required or permitted under these Terms shall be in writing and shall be delivered by email to the addresses provided by the parties. Notices shall be deemed received on the next business day if sent by email.
16.7 Waiver
No waiver of any term or condition of these Terms shall be valid unless made in writing and signed by the party granting the waiver. The waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.
16.8 Survival
The provisions of these Terms that by their nature should survive termination, including but not limited to provisions relating to payment, intellectual property, liability, indemnification, and governing law, shall survive the termination or expiration of this Agreement.
17. Product Information and Usage Disclaimer
17.1 Product Descriptions
- The Company offers various health-related products, including an app providing daily health recommendations, personalised health plans, smartwatch integration, Bluetooth blood pressure monitors, Bluetooth scales, blood tests, genetic tests, and vitamin supplements.
- The vitamin supplements offered by the Company are based on formulas designed by the Company and manufactured by a UK-based manufacturer. These supplements are intended to support general health and wellness.
17.2 Intended Use of Supplements
- The vitamin supplements are designed for use as dietary supplements only. They are not intended to diagnose, treat, cure, or prevent any disease or medical condition. The supplements should not be used as a substitute for a varied and balanced diet and a healthy lifestyle.
- Clients should consult with a qualified healthcare professional before starting any new dietary supplement, particularly if they have any existing medical conditions, are pregnant or nursing, or are taking any medications.
17.3 Medical Advice Disclaimer
- The information provided on the Platform, including any information related to supplements, is for informational purposes only and should not be construed as medical advice. The Company does not provide medical, health, or nutritional advice. Clients are encouraged to consult with a healthcare provider for any health-related concerns or before making decisions based on the information provided by the Company.
17.4 Safety and Compliance
- The Company ensures that all supplements are manufactured in compliance with applicable UK regulations and standards for dietary supplements. However, the Company makes no warranties regarding the appropriateness or safety of the supplements for any particular individual, as individual responses to supplements may vary.
- Clients are responsible for reading all product labels, warnings, and instructions provided with the supplements before use.
17.5 Limitations of Liability for Supplements
- The Company is not liable for any adverse effects or health issues arising from the use of its supplements. Clients assume full responsibility for their use of supplements and for any health decisions they make as a result of information provided by the Company.
If a Client experiences any adverse reaction or side effect from using a supplement, they should discontinue use immediately and consult a healthcare professional.
18. Health and Safety Compliance
18.1 Compliance with Regulatory Standards
- The Company complies with all applicable UK laws and regulations related to the sale of dietary supplements. This includes, but is not limited to, compliance with the Food Supplements (England) Regulations 2003 and any other relevant legislation governing the production, labelling, and sale of dietary supplements.
18.2 Quality Assurance
- The supplements are manufactured in facilities that adhere to Good Manufacturing Practices (GMP) as outlined by UK regulatory authorities. The Company conducts regular quality checks to ensure that all products meet high standards of safety and efficacy.
18.3 Customer Responsibility
- Clients are responsible for ensuring that they are not allergic or sensitive to any ingredients in the supplements. The Company provides detailed ingredient lists on product packaging and on the Platform. It is the Client’s responsibility to review this information and consult with a healthcare professional if they have any concerns. The Client is also responsible for reviewing their own personalised health plans, and should not consume or use any ingredients/substances that they have intolerances or allergies to.
19. Marketing and Advertising Compliance
19.1 Claims and Representations
- The Company ensures that all marketing materials, advertisements, and product descriptions related to its supplements are truthful, not misleading, and comply with UK advertising standards.
- The Company does not make unauthorised health claims about the benefits of its supplements. Any health-related claims are substantiated by scientific evidence and comply with the UK’s Advertising Standards Authority (ASA) guidelines.
19.2 Customer Testimonials and Reviews
- Any customer testimonials or reviews featured on the Platform or in marketing materials reflect the personal experiences of individuals and are not indicative of guaranteed results. The Company does not claim that these experiences will be typical for all users of the supplements.
19.3 Third-Party Endorsements
- The Company does not imply endorsements by healthcare professionals or organisations unless such endorsements have been formally obtained and documented. Any third-party endorsements featured in marketing materials are based on genuine professional opinions.
20. Contact Information
For any questions or concerns about these Terms, or to contact customer support, please use the following information:
Aspedan Ltd
Unit 4 Capenhurst Technology Park
Capenhurst, Chester
CH1 6ES
Email: [email protected]
Website: www.aspedan.com