Welcome to Medicbank! We provide a platform for healthcare services providers and employment agencies to advertise, connect with and communicate with healthcare users and job applicants. Please read these terms and conditions carefully, as they set out our obligations as the provider of the Platform, and your obligations as a user of the Platform. You cannot use our Platform unless you agree to these Terms.

1. Introduction

1.1 These terms and conditions (Terms) are entered into between Medicbank Healthcare Limited, a company registered in England and Wales, with company registration number 10787193 (we, us or our) and you, together the Parties and each a Party.

1.2 We provide a cloud-based platform (Platform) which allows individuals (including care seekers and their families) (Care Seekers) to find and connect with health care providers (Care Providers), individuals to apply for jobs with Care Providers (Job Seekers), and employment agencies (Employment Agencies) to connect Care providers and Job Seekers.

1.3 In these Terms, you means the person or entity using the Platform as a Care Provider or an Employment Agency. If you are agreeing to these Terms not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then you means your entity and you are binding your entity to these Terms.

1.4 These Terms are not intended to apply to Care Seekers and Job Seekers, and Care Seekers and Job Seekers may not access our Platform under these Terms. If you are a Care Seeker or a Job Seeker, please contact us on MedicBank and we can direct you to the correct terms and conditions.

1.5 Where you are a Care Provider, you acknowledge that you are solely responsible for the provision of your own medical services, advice, treatment, and diagnoses to your Users. The information on our Platform is intended to be general information only and does not constitute medical advice, treatment recommendations, or clinical guidance from us. You agree that any medical decisions, treatments, or advice you provide to Users are entirely your own professional responsibility and are not based on or influenced by information from our Platform. We are not medical providers and do not participate in or oversee the delivery of your medical services. You assume full responsibility and liability for all aspects of your medical practice and patient care, and acknowledge that we accept no responsibility or liability for your provision of medical services or any outcomes resulting from your professional practice.

2. Acceptance and Platform Licence

2.1 You accept these Terms by checking the box, clicking "I accept", or using the Platform.

2.2 We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may cease accessing the Platform.

2.3 Subject to your compliance with these Terms, we grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.

2.4 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

(a) anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individual's consent) or any other legal rights;

(b) using the Platform for unlawful purposes;

(c) interfering with any user of the Platform;

(d) using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;

(e) using the Platform to send unsolicited electronic messages;

(f) tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);

(g) using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or

(h) facilitating or assisting a third party to do any of the above acts.

3. Access to the Platform

3.1 You will require an Account in order to access and use the Platform.

3.2 You must provide the following information when registering for an Account:

(a) organisation name;

(b) type of organisation;

(c) company name, registered office and address;

(d) email address;

(e) phone number;

(f) regulatory body; and

(g) tax number.

3.3 Through your Account, you may invite Authorised Users to access and use the Services under your Account. Each Authorised User will require a login (which is linked to your Account) in order to access and use the Platform.

3.4 You must ensure that any information provided to us for any Account or login is accurate and complete, and you warrant that you are authorised to provide this information to us.

3.5 You and your Authorised Users must keep your Account and login details secure and confidential. You agree to immediately notify us if you become aware of, or have reason to suspect, any suspicious or unauthorised access to your Account or use of any login details linked to your Account.

3.6 We may suspend access to your Account where we reasonably believe there has been any unauthorised use of or access to the Platform. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the Parties will work together to resolve the matter.

3.7 All personal data you provide to us will be treated in accordance with our Privacy Policy.

3.8 You (and your Authorised Users) agree not to share your login details with any other person. Each login is personal to the relevant Authorised User and must not be transferred or provided to others.

3.9 We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.

3.10 Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you must place a request via email. We will endeavour to respond to any support requests in a reasonable period.

3.11 You acknowledge and agree that the Platform may be reliant on, or interface with third party systems that are not provided by us (for example, your internet provider) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services.

3.12 You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.

3.13 To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.

3.14 If you no longer wish to have access to the Platform, you may request the deletion of your account via the settings function on the Platform. We will continue to process your personal data in accordance with applicable law.

4. Medicbank Services

4.1 The Platform is a marketplace where Care Providers, Care Seekers, Employment Agencies and Job Seekers (Users) can find each other, advertise and search for care services and recruit online. We provide the Platform (including hosting and maintaining the Platform) to Users, facilitate introductions between Users, provide promotional opportunities for Care Providers, allow Job Seekers to market themselves and their services, allow Care Seekers to find Care Providers to provide services, and Employment Agencies to connect Care Providers and Job Seekers (together the Medicbank Services). We will provide the Medicbank Services in accordance with these Terms and all applicable laws, and we warrant to you that the Medicbank Services will be provided using reasonable care and skill.

4.2 You acknowledge and agree that we only make available the Platform. We are not a party to any agreement entered into between you and any User, and we have no control over the conduct of any users of the Platform.

4.3 If you are a Care Provider wanting to provide services, you must create an account on the Platform and post a description of the services you can provide (Care Provider Listing). Users can view and browse Care Provider Listings and can request to purchase services by contacting the you through the Platform. You may also post a job listing on the Platform, which must include an accurate and complete description of the services requested and the relevant requirements or qualifications the candidate must possess, and any other relevant information relating to the job offer (Job Listing). You may choose whether a Job Listing is available to:

(a) Employment Agencies; and/or

(b) Job Seekers.

4.4 Employment Agencies may also post a job listing on the Platform, which must include an accurate and complete description of the services requested and the relevant requirements or qualifications the candidate must possess, and any other relevant information relating to the job offer (Agency Listing).

4.5 Care Seekers may also let Care Providers know that they are looking for services via their account on the Platform (Care Seeker Listing). If a Care Provider wishes to provide a Care Seeker with services in accordance with the Care Seeker Listing, they may contact a Care Seeker through the Platform.

4.6 Job Seekers may post a summary of their professional experience and details of the types of work they are open to via their account on the Platform (Job Seeker Listing). If a Care Provider or an Employment Agency wishes to engage a Job Seeker in accordance with the Job Seeker Listing, they may contact the Job Seeker through the Platform.

4.7 A Job Seeker may apply for a Job Listing or an Agency Listing by sending a request through the Platform (Job Seeker Application).

4.8 We do not endorse, guarantee, or assume responsibility for any Care Provider Listing, Job Listing, Agency Listing, Care Seeker Listing or Job Seeker Listing (Listings) (including any of its content, selection criteria, regulatory status, terms, or conditions set by Users) nor any response by a User to any Listing. Users are advised to carefully review all Listing details before submitting an application, and Users are advised to conduct their own checks on applicants to a Listing. We make no guarantees regarding the quality or appropriateness of any User or Listing. The Parties acknowledge and agree that Users participate in Listings at their own risk.

4.9 Care Providers and Employment Agencies may provide Job Seekers and/or Care Seekers (as applicable) with written agreements in relation to their services. To the extent there is any inconsistency between any terms and conditions entered into between Users and these Terms, these Terms will prevail.

4.10 The parties acknowledge and agree that:

(a) the Platform is solely for introduction and search services;

(b) we are not a healthcare provider, employer, employment agency, or care provider and we do not provide any healthcare, care services, or employment services;

(c) all employment relationships, care arrangements, and contractual relationships are formed directly between users; and

(d) despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for and you waive and release us from and against any Liability arising from or in connection with any care services received or employment relationships formed through the Platform.

4.11 The parties acknowledge and agree that we are not involved in and are not responsible for, any decision making regarding a Listing. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for and you waive and release us from and against any Liability arising from or in connection with any decision made in connection with any Listing. For the abundance of clarity, you are solely responsible and liable to a User for any services that are provided by you.

4.12 For any disputes between Users, we encourage you to attempt to resolve the dispute with the User directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.

5. Memberships

5.1 When you create an Account, you must also select a membership (Membership). You may choose between different tiers of Membership with different services and different membership periods as set out on our Platform.

5.2 By selecting a Membership you agree to pay the Membership fees outlined on the Platform (Fees) in advance on a monthly basis or some other recurring interval disclosed to you prior to your payment of the Fees (Billing Cycle).

5.3 At the end of the first Billing Cycle, your Membership will automatically renew for recurring weekly/monthly periods (each of which will be considered a Billing Cycle), unless and until you cancel your Membership. You will be charged the Fees for subsequent Billing Cycles as outlined on the Platform.

5.4 If you wish to suspend (only permitted once per year when the user has paid upfront the yearly membership) or change your Membership (for example, by upgrading to a different Membership tier), you must provide notice to us through your Account or via email at least 15 days before the end of the current Billing Cycle. If you vary your Membership and the Fees increase, we will charge you for the increase in the Fees on a pro-rata basis for the remainder of the period until the start of the next Billing Cycle, and you will have access to the additional Membership features from the date you make such payment.

5.5 The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider [for example, PayPal, Visa, Mastercard]. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.

5.6 You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.

5.7 If any payment has not been made in accordance with this clause 5, we may (at our absolute discretion):

(a) after a period of 5 business days, cease providing the Medicbank Services, remove your access to your Account, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including reasonable legal fees, debt collector fees and mercantile agent fees); and/or

(b) charge interest at a rate equal to 4% above the Bank of England's base rate, from time to time, but at 4% a year for any period when that base rate is below 0%, per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with this clause 5.

6. Reviews

6.1 Care Seekers and Job Seekers may review their experience with you on the Platform (Review).

6.2 Reviews can be viewed by any user of the Platform and will remain viewable until the relevant account is removed or terminated.

6.3 We do not undertake to review or verify each Review, and we will not be required to edit or remove any Reviews. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.

7. Our Intellectual Property

7.1 You acknowledge and agree that any Intellectual Property or content (including copyright and trademarks) available on the Platform, the Platform itself, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.

7.2 We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.

7.3 You must not, without our prior written consent:

(a) copy, in whole or in part, any of Our Intellectual Property;

(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or

(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.

7.4 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:

(a) you do not assert that you are the owner of Our Intellectual Property;

(b) unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;

(c) you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and

(d) you comply with all other provisions of these Terms.

8. Content You Upload

8.1 You may be permitted to post, upload, publish, submit or transmit relevant information and content, including Reviews (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).

8.2 If you make any User Content available on our through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, copy, distribute, publicly display or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms.

8.3 You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:

(a) you are either the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and

(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

8.4 We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion) remove any User Content.

9. Warranties

9.1 You represent, warrant and agree that:

(a) you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b) if you are agreeing to these Terms not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then you access and use the Platform on behalf of that entity;

(c) there are no legal restrictions preventing you from entering into these Terms;

(d) you are appropriately qualified, and have the required skills, knowledge, training and registrations to provide the services you are advertising via the Platform (including any services set out in a Listing);

(e) all information and documentation that you provide to us in connection with these Terms is true, correct and complete;

(f) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.

10. Liability

10.1 Nothing in these Terms limits any Liability which cannot legally be limited, including Liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

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

(a) any Third Party Services, or any unavailability of the Platform due to a failure of the Third Party Services; and

(b) any aspect of the User interaction including the services offered by you, the description of the services requested or offered, any advice provided, the hiring process, the performance of services or the relationship between Users.

10.3 Subject to clause 9.1 (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:

(a) we will not be liable for any Consequential Loss;

(b) each Party's liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party's personnel, including any failure by that Party to mitigate its losses; and

(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to 100% of the Fees paid by you to us in the 12 months immediately preceding the event giving rise to the relevant Liability.

10.4 Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless from and against any Liability arising from or in connection with:

(a) you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause and the Intellectual Property clause of these Terms;

(b) Any aspect of your interaction with a User, including the performance of any services by you.

11. Data Protection

11.1 We process User's Personal Data, and you process Care Seeker's and Job Seeker's Personal Data (for example, the Care Seeker's or Job Seeker's name and residential address), as separate and independent controllers. You are solely responsible for your own compliance with any Applicable Data Protection Law, including in respect with protecting any Personal Data you receive in relation to these Terms. To the extent that we act as the Processor of any Personal Data of which you are the Controller (as these terms are defined in the Data Protection Act 2018), the Parties each agree to comply with the terms of our Data Processing Addendum, which is available as an attachment to these Terms and forms part of these Terms.

12. Access

12.1 We may revoke your access to the Platform at any time by giving 14 days' written notice to you.

12.2 Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach. Should we determine that you are in breach of these Terms, your access to the Platform will be terminated immediately.

12.3 Where we revoke you access to the Platform in accordance with clause 11.1, you may appeal our decision by providing us with written notice of your appeal within 7 days' of receiving our notice of suspension. Your appeal must:

(a) be sent to support@medicbankapp.com;

(b) clearly state the grounds for your appeal; and

(c) include any supporting evidence or documentation.

12.4 During the appeal process, the suspension will remain in effect unless we determine otherwise in our sole discretion.

12.5 Our decision on the outcome of any appeal shall be final.

13. Notice Regarding Apple

13.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.

13.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

13.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

13.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

13.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party's intellectual property rights.

13.6 You agree to comply with any applicable third-party terms when using our mobile application.

13.7 Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

13.8 You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

14. General

14.1 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

14.2 Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us or by another User of the Platform.

14.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.

14.4 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 13.4. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute.

If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may:

(a) where you are resident or incorporated in the UK, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution, in accordance with the Model Mediation Procedure.

(b) where you are not resident or incorporated in the UK, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.

Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

14.5 Entire Terms: These Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

14.6 Further Assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.

14.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided the Party seeking to rely on the benefit of this clause, as soon as reasonably practical, notifies the other party in writing about the Force Majeure Event and the extent to which it is unable to perform its obligations, and uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

14.8 Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

14.9 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you sign up to the Platform. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

14.10 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

14.11 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.

15. Definitions

Account means an account accessible to you and your Authorised Users to use the Platform.

Applicable Data Protection Law means the laws and regulations applicable to the processing of Personal Data by the Parties in connection with the Terms, including the Data Protection Act 2018

Authorised User means a user that you have invited to use the Platform through your account.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Force Majeure Event means any event or circumstance which is outside of a Party's reasonable control.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

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

Personal Data has the meaning given in the Data Protection Act 2018.

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For any questions or notices, please contact us at:

Medicbank Healthcare Limited, a company registered in England and Wales, with company registration number 10787193

Email: support@medicbankapp.com

Last update: 25 September 2025

© LegalVision Law UK Ltd 2025

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ATTACHMENT 2 - DATA PROCESSING ADDENDUM

1. General

This Data Processing Addendum (DPA) supplements our Medicbannk Enterprise Terms and Conditions that this DPA is attached to (Terms) and applies to our provision of Services to you under the Terms (as the Parties are defined in the Terms). This DPA applies from the date you agree to our Terms, and will continue in accordance with the terms of this DPA.

2. Definitions

2.1 Capitalised terms in this DPA have the meaning given in the Terms, the Annexures, and as set out below:

EU GDPR means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation).

Transferred Data means any Personal Data Processed by us or our Personnel on behalf of you in connection with the Terms.

Restricted Transfer means a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

UK GDPR means the EU GDPR as incorporated into United Kingdom law by virtue of Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018.

UK Addendum means the international data transfer addendum to the European Commission's standard contractual clauses for international data transfers approved by the Information Commissioner's Office under section 119A of the Data Protection Act 2018 on 21 March 2022 (version B.1.0), and as updated from time to time.

2.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processor", "Processing" and "Sub-Processor" shall have the same meaning as in the UK GDPR.

3. Roles of the Parties

The Parties acknowledge and agree that in connection with the Terms, where you provide us with Transferred Data, we will process the Transferred Data on your instructions as a Processor and you are the Controller.

4. Processing of Personal Data

4.1 Each Party agrees to comply with Applicable Data Protection Law in the Processing of Transferred Data.

4.2 You instruct us to process Transferred Data in accordance with this DPA (including in accordance with Annex 1).

4.3 We agree to not process Transferred Data other than on your documented instructions.

5. Our Personnel

We agree to take reasonable steps to ensure the reliability of any of our Personnel who may have access to the Transferred Data, ensuring in each case that:

(a) access is strictly limited to those individuals who need to know / access the relevant Transferred Data, as strictly necessary for the purposes of the Terms; and

(b) the relevant Personnel are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

6. Security

6.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, we agree to implement appropriate technical and organisational measures in relation to the Transferred Data to ensure a level of security appropriate to that risk in accordance with Applicable Data Protection Law.

6.2 In assessing the appropriate level of security, we agree to take into account the risks that are presented by Processing, in particular from a Personal Data Breach.

7. Sub-Processing

7.1 You authorise our engagement of the Sub-Processors already engaged by us at the date of this DPA, which are set out at Annex 2.

7.2 Where we wish to engage a new Sub-Processor, we agree to provide written notice to you of the details of the engagement of the Sub-Processor at least 14 days' prior to engaging the new Sub-Processor (including details of the processing it will perform). You may object in writing to our appointment of a new Sub-Processor within 7 days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving resolution. If the Parties are not able to achieve resolution, we may, at our election:

(a) not appoint the proposed Sub-Processor;

(b) not disclose any Transferred Data we process on your behalf to the proposed Sub-Processor; or

(c) inform you that we may terminate the Terms (including this DPA) for convenience, in which case, clause 16.4 will apply.

7.3 You agree that the remedies described above in clause 7.1(a) to (c) are the only remedies available to you if you object to our engagement of any proposed Sub-Processor by us.

7.4 Where we engage a Sub-Processor to process Transferred Data, we agree to enter into a written agreement with the Sub-Processor containing data protection obligations no less protective that those in this DPA with respect to the Transferred Data, and to remain responsible to you for the performance of such Sub-Processor's data protection obligations under such terms.

7.5 Where the transfer of Transferred Data from us to a Sub-Processor is a Restricted Transfer, it will be subject to the UK Addendum (and documents or legislation referred to within it), which shall be deemed to be incorporated into this DPA, and the UK Addendum is considered an appropriate safeguard.

8. Data Subject Rights

8.1 Taking into account the nature of the Processing, we agree to assist you by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligations, as reasonably understood by you, to respond to requests to exercise Data Subject rights under the Applicable Data Protection Law.

8.2 We agree to:

(a) promptly notify you if we receive a request from a Data Subject under any Applicable Data Protection Law in respect of Transferred Data; and

(b) ensure that we do not respond to that request except on your documented instructions or as required by Applicable Data Protection Law to which we are subject, in which case we shall, to the extent permitted by Applicable Data Protection Law, inform you of that legal requirement before we (or our Sub-Processor) respond to the request.

9. Personal Data Breach

9.1 We agree to notify you without undue delay upon becoming aware of a Personal Data Breach affecting Transferred Data, and to provide you with sufficient information to allow you to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

9.2 We agree to co-operate with you and take reasonable commercial steps as directed by you to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9.3 If you decide to notify a Supervisory Authority, Data Subjects or the public of a Personal Data Breach, you agree to provide us with advance copies of the proposed notices and, subject to Applicable Data Protection Law (including any mandated deadlines under the UK GDPR), allow us an opportunity to provide any clarifications or corrections to those notices.

10. Data Protection Impact Assessment and Prior Consultation

We agree to provide reasonable assistance to you, at your cost (to be charged on a reasonable time and materials basis), with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which you reasonably consider to be required by article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Law (to the extent you do not otherwise have access to the relevant information and such information is in our control).

11. Deletion or return of Personal Data

Subject to this clause 11, and subject to any document retention requirements at law, we agree to promptly and in any event within 30 business days of the date of cessation of any Services involving the Processing of Transferred Data (Cessation Date), delete and procure the deletion of all copies of those Transferred Data.

12. Audit Rights

12.1 Subject to this clause 12, where required by law, we shall make available to you on request all information reasonably necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by you or an auditor mandated by you in relation to the Processing of Transferred Personal Data by us.

12.2 Where clause 12.1 applies, any audit (or inspection):

(a) must be conducted during our regular business hours, with reasonable advance notice (which shall not be less than 30 business days);

(b) will be subject to our reasonable confidentiality procedures;

(c) must be limited in scope to matters specific to you and agreed in advance with us;

(d) must not require us to disclose to you any information that could cause us to breach any of our obligations under Applicable Data Protection Law;

(e) to the extent we need to expend time to assist you with the audit (or inspection), this will be funded by you, in accordance with pre-agreed rates; and

(f) may only be requested by you a maximum of one time per year, except where required by a competent Supervisory Authority or where there has been a Personal Data Breach in relation to Transferred Personal Data, caused by us.

12.3 Your information and audit rights only arise under clause 12 to the extent that the Terms does not otherwise give you information and audit rights that meet the relevant requirements of Applicable Data Protection Law.

13. Liability

Despite anything to the contrary in the Terms or this DPA, to the maximum extent permitted by law, the Liability of each Party and its affiliates under this DPA is subject to the exclusions and limitations of Liability set out in the Terms.

14. Termination

14.1 Each Party agrees that a failure or inability to comply with the terms of this DPA and/or the Applicable Data Protection Law constitutes a material breach of the Terms. In such event, you may, without penalty:

(a) require us to suspend the processing of Transferred Data until such compliance is restored; or

(b) terminate the Terms effective immediately on written notice to us.

14.2 In the case of such suspension or termination by you, we shall provide a prompt pro-rata refund of all sums paid in advance under the Terms which relate to the period of suspension or the period after the date of termination (as applicable).

14.3 Notwithstanding the expiry or termination of this DPA, this DPA will remain in effect until, and will terminate automatically upon, deletion by us of all Transferred Data covered by this DPA, in accordance with this DPA.

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© LegalVision Law UK Ltd

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ANNEX 1

DESCRIPTION OF TRANSFER

Personal Data Transferred	Identity Data including first name, last name, job title. Contact Data of Authorised Users including email addresses and telephone numbers. Employee details including Identity Data and Contact Data of past, present and future employees. Technical and Usage Data including internet protocol (IP) address, login data, browser session and geo-location data, device and network information, statistics on page views and sessions, acquisition sources, search queries and/or browsing behaviour, information about user access and use of our website, including through the use of Internet cookies, communications with our website, the type of browser used by users, the type of operating system used by users and the domain name of users’ Internet service provider. Profile Data including usernames and passwords for our platform, profile pictures, purchases or orders made with us, support requests made with us, content posted and shared through our platform.
Special Categories of Personal Data and criminal convictions and offences	Special Categories of Data will not be processed
Relevant Data Subjects	Autdorised Users of the Services
Frequency of the transfer	Continuous
Nature of the transfer	As specified in the Agreement and this DPA, including without limitation: collection, organisation, storage (hosting), retrieval and other processing of Transferred Personal Data necessary for us to provide, maintain and improve the Platform; and transmission, disclosure and dissemination of Transferred Personal Data to provide the Services in accordance with the Agreement or as compelled by law.
Purpose of processing	The purpose of the transfer and processing are as specified in the Agreement and
Duration of the Processing	The term of the Agreement, and for a period of 30 days after termination or expiry of the Agreement, unless otherwise required by law.

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ANNEX 2

LIST OF SUBPROCESSORS

SUB-PROCESSOR	LOCATION	PURPOSE/SERVICES	WEBSITE & CONTACT DETAILS
Google LLC	United States	cloud services, website hosting, and data centre services	https://cloud.google.com/ 1600 Amphitheatre Parkway Mountain View, California USA 94043
Amazon Web Services	Global (Headquarters: United States)	Cloud infrastructure and storage services (AWS EC2 & S3)	https://aws.amazon.com 410 Terry Ave N, Seattle, WA 98109, USA
CookieYes Limited	3 Warren Yard, Warren Park, Wolverton Mill, Milton Keynes, MK12 5NW, United Kingdom	Consent Management Platform (cookie consent banners, scanning, consent logs; supports Google Consent Mode / IAB TCF)	cookieyes.com • Contact: via contact page • Company no: 13074037
Usercentrics A/S (Cookiebot)	Havnegade 39, 1058 Copenhagen, Denmark	Cookiebot CMP (cookie consent, scanning, reporting)	Email: mail@cookiebot.com • Privacy: privacy@cookiebot.com • Tel: +45 50 333 777