Circle Terms of Service

1. Definitions

• Prenetics Limited (including its subsidiaries and affiliates, collectively referred to as “Prenetics”, “we”, “us”, and “our”) has its principal place of business at 701-706 K11 Atelier, 728 King’s Road, Quarry Bay.
• "Personal Information" is information that can be used to identify you, either alone or in combination with other information which includes the following: 
  ‍
  (I) "Registration Information" is the information you provide about yourself when registering for and/or purchasing our Services (e.g. name, phone number, email, address, user ID and password, and payment information).
  
  (II) "Self-Reported Information" is all information about yourself, including your disease conditions, other health-related information, personal traits, ethnicity, and other information that you enter into surveys, forms, or features while signed in to your Prenetics account.
  ‍
  (III) "Web Behavior Information" is information on how you use the Prenetics website collected through log files, cookies, and web beacon technology.
• “Product” means any healthcare or diagnostic product or sample collection kit which is provided to you by Prenetics for the purpose of or in connection with the provision of Services; it may include one or more of the following Services:
  “CircleDNA”; 
  “Circle Snapshot”; and 
  “ColoClear by Circle”.
• “Product Information” is the information related to the specific Product which is provided along with the Product or during the course of your registration or use of such Product; Product Information shall include instructions, guidelines, policies and/or rules associated with the use of the Product.
• "Service” or “Services” means any service provided by Prenetics including the provision of a Product for the purpose of carrying out a diagnosis or test as intended by the Product, dispatch of kits, collection of samples, carrying out a relevant diagnosis or test, provision of a Test Report and allied services such as provision of access to the Prenetics portal/application/system/tool in connection with the same.  For the avoidance of doubt, Service shall not be deemed to include any service provided by a third party.
• “TOS” means these terms of services as relevant and applicable to the Services provided to you.

2. Acceptance of Terms

• Your use of any Service (excluding any service provided by Prenetics under a separate agreement) is subject to this TOS. 
• In order to use any Service, you must first agree to the TOS. You may not use the Services if you do not accept the TOS. 
• You can accept the TOS by (i) clicking to accept or agree to the TOS, where this option is made available to you; or by (ii) actually using any Service. You acknowledge and agree that you will be deemed to have accepted the TOS by using any Service. 
• You understand the limitations of the Service as set out in the Informed Consent, and agree that Prenetics, its employees, consultants, advisors and partners shall not have any liability to you with regards to claims, losses or damage caused, or allegedly caused, directly or indirectly by the limitations set out in the relevant Informed Consent.
• In addition, when using particular Services, the provision of such Services by Prenetics shall be subject to the terms, rules and guidelines provided in the relevant Product Information.  In the event of any conflict between the Product Information and the TOS, the specific guidelines or rules contained in the Product Information will prevail. 

3. User Representations

By accessing any Service, you agree to, acknowledge, and represent as follows:

• You are eighteen (18) years of age or older, and are capable of entering into a legally binding contract with Prenetics. 
• You are not barred from receiving the Services under the laws of the jurisdiction in which you are resident or from which you are or will be using the Services. 
• If the Service requires a combined nasal and throat swab, deep throat saliva, stool or blood specimen (“Sample”) that is processed by us, you give us permission in accordance with the relevant Informed Consent to process your Sample and disclose the results to you and to others you authorize.
• If you are providing a Sample for a person below 18 years of age, you have legal authority to do so, as parent or legal guardian of the person. 
• Any Sample you provide is your own Sample, or if you are agreeing to these TOS on behalf of another person, you undertake to ensure that the Sample provided is or will be the Sample of that person.

4. Third Party Services, Return of Sample and Product Returns

• Where Service includes the services of a third party such as a courier company for the pick-up or delivery of Samples, you agree to schedule or reschedule your services or otherwise coordinate with the third party directly so as to ensure that the Sample is collected and delivered within the prescribed cut off time without any delay, loss or contamination.  You agree and acknowledge that services such as the courier service may be provided by a third party company over whose operations we have no control; accordingly, we shall not in any way be liable for any loss or claim directly or indirectly arising out of the acts or omissions of the third party.
• The sample collection kits we provide are medical grade devices with limited shelf life. To ensure that your Sample meets our standards of quality, you are required to return the Sample to us no later than three (3) months after your purchase of the Service. We will not process any Sample that is returned to us more than three (3) months after purchase. Unless a shorter timeframe is prescribed under the relevant Product Information, any Sample must be returned within 5 days of collection to ensure the stability of the Sample. Prenetics shall not be responsible for any errors in the test results that occur due to wrong or unsuitable Samples. 
• If you purchased the Product on Prenetics’ website, please refer to the product return and exchange policy on Prenetics’ website for details on returns or exchanges. If you purchased the Product through any third party, such as retailers or distributors, your purchase is subject to their return and exchange policy, if any, and Prenetics will not provide any returns or exchanges. 

5. Account Management and Security

• You agree to: (i) provide true, accurate, current, and complete Registration Information about yourself; and (ii) update the Registration Information to keep it true, accurate, current, and complete. If Prenetics suspects that any Registration Information you provide is untrue, inaccurate, not current, or incomplete, Prenetics has the right to suspend or terminate your account and refuse any and all current or future use of any Services. 
• For Services involving Samples that are processed by us, the Services are only for use in the country that your sample collection kit is shipped to by Prenetics.
• For certain Services, you will be required to create an account and agree to the relevant terms of service. If you do not agree to such terms of service, we will be unable to continue with Services until you do so. 
• You are responsible for maintaining the confidentiality of any username and password for your account and are fully responsible for all activities that occur under your account. If you allow third parties to access Prenetics' Services through your account, you will fully defend, indemnify and hold Prenetics harmless against any liability, costs, or damages, including attorney fees, arising out of any claims related to such access and use. 
• You agree to
  (i) immediately notify Prenetics of any unauthorized use of your password or account or any other breach of security, and
  (ii) ensure that you exit from your account at the end of each session. Prenetics cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
• You may stop using any Service at any time. You do not need to inform us when you stop using the Service, unless you request that we delete your Personal Information. By asking us to delete your Personal Information, we will close your account and terminate access to your online account. If account closure is initiated by us for any reason, then we will provide 30 (thirty) calendar days’ notice to you and may suspend access to your account. During this time, we will continue to accept information access requests until the closure date as notified to you. 

6. Prenetics Privacy Statement and Disclosure of Information

• Your use of any Service is subject to the Privacy Statement, which you shall agree to by (i) clicking to accept the Privacy Statement, where this option is made available to you; or (ii) using any Service.
• You agree that Prenetics has the right to monitor any use of its Services at any time and maintain copies documenting such monitoring. 
• You agree that Prenetics is free to preserve and disclose any Personal Information to law enforcement, governmental, or regulatory agencies, in order to: (i) comply with legal process (such as a judicial proceeding, government inquiry, or regulatory inquiry) or obligations that Prenetics may owe pursuant to ethical and other professional rules, laws and regulations; (ii) enforce the TOS; (iii) respond to any claims; or (iv) protect the rights, property, or personal safety of Prenetics, its employees, its users, its clients, and the public. In such an event we will notify you through the contact information you have provided to us, unless doing so would violate the law or a court order. 
• You understand that any Sample once submitted to us is processed in an irreversible manner and cannot be returned to you. Any information derived from your Sample remains your information, subject to the rights we set forth in this TOS.
• Prenetics may, in its sole discretion, restrict access to its Services, including the access to its website, for any reason.

7. Informed Consent

• Your use of any Service is subject to the relevant Informed Consent which reviews the benefits, risks, limitations of the Service you have selected, explains how your Personal Information, PHI, genetic data, if any, and Sample will be used in connection with the Service. You will be prompted to acknowledge and consent to the Informed Consent when you activate the Service on the mobile application. You may also review the Informed consent prior to activation of the Service on our website. 

8. Hyperlinks and the Prenetics Website

• In the course of providing Services, Prenetics may provide links to other sites and resources on the internet (“Sites”). Prenetics has no control over such Sites and is not responsible for the availability or accuracy of the Sites and any related content or information. 
• You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Site.

9. Prenetics' Proprietary Rights

• Ownership of Proprietary Rights: You acknowledge and agree that we (or our licensors, as applicable) own all legal right, title, and interest in and to the Services, including any intellectual property rights (including but not limited to patents) which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by us and that you shall not disclose such information without our prior written consent.
• Proprietary and Confidential Information: You further acknowledge and agree that the Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Services is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. 
• Limitation on Use of Software: Except as expressly authorized by us, you agree not to, and not to permit anyone else to, modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download in connection with the Services, is the copyrighted work of Prenetics and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
• Trademarks and Other Marks: Prenetics, Circle and other Prenetics logos and product and service names are trademarks of Prenetics and these marks together with any other Prenetics trade names, service marks, logos, domain names, and other distinctive brand features are the "Prenetics Marks". Unless you have agreed otherwise in writing with Prenetics, nothing in the TOS gives you a right to use any Prenetics Marks and you agree not to display, or use in any manner, Prenetics Marks. In addition, you shall not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos
• No Removal of Proprietary notices: You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Services.
• Access to any Service: You agree not to access any Service by any means other than through the interface that is provided by Prenetics for use in accessing the Service. Any rights not expressly granted herein are reserved.

10. Disclaimer of Warranties

• You expressly acknowledge and agree that: 
  
  (I) Your use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis. To the extent allowable by law, we expressly disclaim all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, and non-infringement. In particular, our genetic testing services are based on the current state of the art of genetic research and technology which is in use at the time of your purchase. We are constantly innovating as research progresses and scientific knowledge and technology evolve in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Services may change from time to time without prior notice to you. As part of this continuing innovation, you acknowledge and agree that we may stop (permanently or temporarily) providing some Services or any features within the Services at our sole discretion and without prior notice to you. 
  
  (II) We make no warranty that (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, unfailingly secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; and (e) any errors in the software will be corrected. 
  
  (III) No advice or information, whether oral or written, obtained by you from us or through or from the Services shall create any warranty not expressly stated in the TOS. 

11. Indemnification

• You agree to defend and hold us, our subsidiaries, affiliates, officers, agents, contractors, partners, employees, successors and assigns harmless from any claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of any Service, your violation of the TOS, or your violation of any rights of another person.

12. Limitation of Liability

• Within the limits allowed by applicable laws and notwithstanding anything to the contrary,
  
  (I) Limitation of Liability: you expressly acknowledge and agree that we shall not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, business, opportunity, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: 
  
     (i) the use or the inability to use the Services;  
     (ii) any action you take or do not take based on the information you receive in through or from the Services, including your failure to follow instructions provided by us;
     (iii) your failure to keep your password or account details secure and confidential;
     (iv) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; 
     (v) unauthorised access to or alteration of your transmissions or data; 
     (vi) the improper authorisation for the Services by someone claiming such authority; or
     (vii) statements or conduct of any third party on the Services; and
  
  (II) Total Liability: Our maximum aggregate liability in contract, tort, misrepresentation or otherwise; arising in connection with the performance of these conditions, shall be limited to the amount that you have paid, if any, for the Service. 
• Timeframes are approximate: Any timeframes alluded to pursuant to the Services are approximate only and subject to change. Time is not of the essence in this contract and Prenetics does not accept any responsibility or liability for losses arising as a result of any delay if the test result is not provided to you within your required timescale as may be set by you or any third party. Without prejudice to the generality of the foregoing, this limitation is to include claims for losses where you have been unable to travel or work.

13. Changes to the Terms of Service

• Prenetics may make changes to the TOS from time to time. When these changes are made, Prenetics will make a new copy of the TOS available on its website and any new additional terms will be made available to you from within, or through, the affected Services.
• You acknowledge and agree that if you use the Services after the date on which the TOS have changed, Prenetics will treat your use as acceptance of the updated TOS.

14. Violation or Suspected Violation of Terms of Service

• If you violate the terms of these TOS and/or Prenetics has a reasonable ground to suspect that you have violated the terms of these TOS, Prenetics has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

15. Miscellaneous

• Entire Agreement. The TOS constitutes the entire agreement between you and us and governs your use of the Services, unless any Services are expressly provided by us under a separate agreement that supersedes this TOS. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
• Applicable law and arbitration. This Agreement shall be governed by Hong Kong law. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Services and TOS shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The number of arbitrators shall be one and the seat of arbitration shall be Hong Kong.
• Waiver. Our failure to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found to be invalid, the parties nevertheless agree to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
• Severability Clause. If any portion of these TOS is found to be unenforceable, the remaining portion will remain in full force and effect.
• Amendments. We reserve the right to modify, supplement or replace the terms of the Agreement from time to time. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 6 (Termination).
• Assignment. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Prenetics for any third party that assumes our rights and obligations under this Agreement.
• Language. This Agreement is made into Chinese and English. In case of any discrepancies between the English and Chinese versions, the English version shall prevail.

16. UK Terms of Service Addendum

• Application of Addendum. This Addendum for United Kingdom (“UK”) residents supplements and modifies the terms set out in the TOS and applies solely to visitors, users, and others who reside in the United Kingdom. For residents of the UK, if there are any discrepancies between the terms set out in the TOS and this Addendum, the terms in this Addendum shall prevail. 
• Your rights to end the agreement with Prenetics. Your rights to end the agreement with Prenetics will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract: 
  
  (I) If you want to end the agreement because of something we have done or have told you we are going to do, see clause 16(c) (Ending the agreement because of something we have done or have to you we are doing to do);
  
  (II) If you have just changed your mind about the Service, see clause 16(d) (Exercising your right to change your mind). You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any unused Kit to Prenetics on the address outlined on the Circle App;
  
  (III) If what you have bought is faulty or misdescribed you may have a legal right to end the agreement (or to get the Kit replaced or the Services re-performed or to get some or all of your money back), see clause 16(o) (if there is a problem with the Services) 
  
  (IV) In all other cases (if we are not at fault and there is no right to change your mind), see clause 16(g).‍
• Ending the agreement because of something we have done or are going to do. If you are ending the agreement for a reason set out at clause 16(c)(i) to (iv) below, your agreement with us will end immediately and we will refund you in full for any Services which have not at that point been provided. Please note that if we have begun the Services, you will be charged for the Services up to and including the point of which you have ended the contract, meaning you may only receive a small proportion of the total cost of the Services as a refund). The reasons are:
  
  (I) we have told you about an upcoming change to the Services or this TOS which you do not agree to;
  
  (II) we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;
  
  (III) there is a risk that supply of the Services may be significantly delayed because of events outside our control; or
  
  (IV) we have suspended supply of the Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than two weeks.
• Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most Services bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in this TOS.
• When you don’t have the right to change your mind. You do not have a right to change your mind in respect of: 
  
  (I) The Circle App after you have downloaded it;
  
  (II) The Services, one these have been completed, even if the cancellation period is still running;
  
  (III) The Kit, if it is unsealed after you receive it.‍
• How long do I have to change my mind? You have 14 days after the day we email you to confirm we accept your order. However:
  
  (I) once we have completed the Services (including releasing the test report via the Circle App) you cannot change your mind, even if the period is still running; and
  
  (II) if you cancel after we have started providing the Services (being from the time which we email to you confirm we accept your order), you must pay us for the Services provided up until the time you tell us that you have changed your mind.‍
• Ending the agreement where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind, you can still end the contract before it is completed. A contract for services is completed when we have finished providing the Services and you have paid for them. If you want to end the agreement in these circumstances, just contact us to let us know. If you want to end a contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The contract will end immediately, and we will refund any sums paid by you for the Services not provided, but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the agreement.
• How to end the agreement with us (including if you have changed your mind). To end the agreement with us, please let us know by sending us an email at care@circlepaw.co. Please provide your name, home address, details of the order, and your phone number. 
• Returning Kits after ending the agreement. If you end the agreement for any reason after the Kit has been dispatched to you or you have received them, you must return this to Prenetics. You must post the Kit back to us at 7/F, Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, China. If you are exercising your right to change your mind you must send back the Kit within 14 days of telling us you wish to end the contract.
• When we will pay the costs of return. We will pay the costs of return: (i) if the Testing Kit is faulty or misdescribed; or (ii) if you are ending the agreement because we have told you of an upcoming change to the Services or this TOS, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong. In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
• How we will refund you. We will refund you the price you paid for the Services including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
• Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
  
  (I) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Services, if this has been caused by your handling of the Kits in any way other than as directed by the instructions on the Circle App. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
  
  (II) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. 
  
  (III) We may deduct from any refund an amount for the supply of the Services for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the agreement. ‍
• When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days of your telling us you have changed your mind.
• Our Rights to End the Agreement. 
  
  (I) We may end the agreement at any time by writing to you if: (i) you do not, within a reasonable time of us asking for us, provide us with information that is necessary for us to provide the Services; or (ii) the Sample is not provided in accordance with the instructions as set out on the Circle App. 
  
  (II) You must compensate us if you break the agreement. If we end the agreement in the situations set out in clause 16(n)(i), we will refund any money you have paid in advance for the Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the agreement. 
  
  (III) We may withdraw the Services. We may write to you to let you know that we are going to stop providing the Services. We will let you know at least 5 Business Days in advance of our stopping the supply of the Services and will refund any sums you have paid in advance for Services which will not be provided.
• If There Is A Problem With The Services
  
  (I) How to tell us about problems. If you have any questions or complaints about the Services, please contact us at care@circlepaw.co. 
  
  (II) Your obligation to return rejected Kits. If you wish to exercise your legal rights to reject the Services you must post them back to us. We will pay the costs of postage or collection.‍
• Our Responsibility For Loss Or Damage Suffered By You
  
  (I) We are responsible to you for foreseeable loss and damage caused by us. Subject to clauses 16(p)(iii) and (iv), if we fail to comply with this TOS, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen. Where we are responsible for foreseeable loss and damage caused by us, you shall be responsible for taking steps to avoid or reduce the damage that you suffer. 
  
  (II) We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Services including the right to receive Services which are: as described and match information we provided to you; of satisfactory quality; fit for the purposes of the Services; and supplied with reasonable skill and care.
  
  (III) We are not liable for business losses. We only supply the Services for domestic and private use. If you use the Services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  
  (IV) We are not liable for personal distress. We are not liable for any distress (physical or mental) caused by using the Kit or upon receipt of the test results. We are also not liable for any further tests you may wish to undertake upon receipt of the test results. 
• Applicable law and dispute resolution. This TOS is governed by English law and you can bring legal proceedings in respect of the Services in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts.