Version v0.4 – 21 April 2025
These Terms and Conditions (the “Agreement”) constitute a legally binding contract between Emerald Labs Ltd and each individual who purchases or uses a Membership.
1. DEFINITIONS
For ease of reference, capitalised terms in this Agreement have the meanings below and shall apply consistently throughout:
2. INTERPRETATION
2.1 Headings are for convenience only and shall not affect interpretation.
2.2 Use of the singular includes the plural and vice‑versa.
2.3 A reference to a statute or regulation includes any modification or re‑enactment thereof.
3. THE COMPANY
3.1 Emerald, “we”, “us” or “our” means Emerald Labs Ltd, a company incorporated in England & Wales under company number 15776578 with registered office at 71‑75 Shelton Street, Covent Garden, London WC2H 9JQ.
3.2 Emerald provides software tools, analytical interpretations and clinician‑reviewed guidance designed to support preventive well‑being and lifestyle optimisation. The Platform and Services do not currently deliver medical diagnosis, treatment or prescription services.
4. FORMATION OF CONTRACT
4.1 By selecting a plan, entering Your payment details and clicking “Pay Now” You (a) offer to purchase a Membership; (b) declare that You are at least 18 years old; and (c) confirm You have read, understood and agree to be bound by this Agreement.
4.2 Emerald accepts Your offer when We send a confirmation email, whereupon this Agreement shall take effect from the Start Date.
4.3 Early‑Performance Consent. By completing checkout You expressly request Us to commence the Services immediately and acknowledge that You will lose Your statutory cancellation right under Clause 8 once You have booked or received any Service during the Cooling‑Off Period.
5. PLATFORM AVAILABILITY & SERVICE‑LEVEL DISCLAIMERS
5.1 The Platform and Services are provided on an “as is” and “as available” basis. While We use reasonable skill and care, Emerald does not guarantee that the Platform will be uninterrupted, error‑free or achieve any particular uptime threshold.
5.2 Emerald may suspend or limit access for maintenance, security updates or Force Majeure Events. We will use reasonable endeavours to notify Members of planned downtime in advance.
5.3 Emerald does not warrant that use of the Platform will result in specific health outcomes. Any insights are informational only and should not replace the advice of a qualified healthcare professional.
6. SERVICES & ENTITLEMENTS
For each Membership Year, Emerald shall provide the following Services, subject to the terms of this Agreement:
6.1 Screenings. Two Screenings at a Network Partner Site. Emerald may revise the biomarker panel, collection methods, appointment duration or Network Partner Site at any time.
6.2 Digital Dashboard. Online access to Your aggregated results, wearable integrations and AI‑assisted preventive insights. Data from wearables or Third‑Party Providers may be inaccurate or delayed; Emerald is not liable for such inaccuracies.
6.3 GP Companion. Preventive‑health messaging service available Monday–Friday 09:00–18:00 UK with a target response time of 24 business hours. One 15‑minute video consultation per Screening is available if clinically indicated. The GP Companion is not for emergency, diagnostic or prescribing purposes.
6.4 Referral Letters. Where clinically appropriate, Emerald clinicians may issue referral or recommendation letters for further investigation or specialist care.
6.5 Add‑On Marketplace. Optional tests and services supplied by Third‑Party Providers under separate terms and fees. Emerald acts solely as disclosed agent and has no liability for the delivery or outcome of Add‑On Marketplace services.
7. MEMBERSHIP TERM, FEES & PAYMENT
7.1 The Membership term is twelve (12) months from the Start Date. The introductory fee for the Founder Cohort is £299 (inclusive of VAT), payable in full at checkout.
7.2 Emerald may offer alternative pricing plans or instalment options in the future; each shall form part of this Agreement once selected by the Member and confirmed by Emerald.
7.3 Prior to expiry, Emerald will invite You to renew Your Membership. Renewal is opt‑in; fees may be the same or higher.
7.4 All payments are processed by Stripe (or such other payment processor as We may engage).
7.5 Payment Failures. If a payment attempt fails Emerald may re‑attempt collection and will notify You. You have fourteen (14) days to rectify the failure; otherwise Emerald may suspend the Services until payment is received.
8. COOLING‑OFF, CANCELLATION & REFUNDS
8.1 You may cancel the Agreement within the Cooling‑Off Period by emailing hello@withemerald.com.
8.2 If You have not booked or received any Service, Emerald will refund all fees within 14 days of notice.
8.3 If You have booked or received any Service during the Cooling‑Off Period, Emerald may deduct a proportionate amount reflecting the value of the Services supplied or, at Our discretion, provide a partial refund or repeat a test free of charge.
8.4 After the Cooling‑Off Period, all fees are non‑refundable except where Emerald (a) terminates the Agreement without cause, or (b) is unable to provide the Services for a period exceeding 30 days due to a Force Majeure Event, in which case We may issue a pro‑rata refund upon request.
8.5 You may cancel Your Membership at any time via account settings; cancellation takes effect at the end of the current paid term.
9. ACCEPTABLE‑USE RULES
violate any applicable law or regulation;
upload or transmit malicious code, viruses or harmful data;
attempt to gain unauthorised access to the Platform or other Members’ data;
harass, threaten, defame or abuse any person;
scrape, copy, resell or commercially exploit any part of the Platform;
infringe intellectual‑property rights of Emerald or any third party;
share or sell their account credentials. Emerald may suspend or terminate accounts that breach these rules without refund.
10. FAIR‑USE POLICY – GP COMPANION
10.1 The GP Companion is limited to twelve (12) preventive‑health chat threads per Membership Year, each thread lasting up to seven (7) days.
10.2 The GP Companion is not monitored 24/7 and must not be used for urgent or emergency situations. If You experience concerning symptoms, call 999 or seek immediate medical attention.
11. YOUR OBLIGATIONS
11.1 Provide accurate, complete and up‑to‑date personal and health information.
11.2 Follow all pre‑screening instructions and attend appointments punctually.
11.3 Keep Your login credentials secure and notify Emerald immediately of any unauthorised access.
11.4 You are solely responsible for Your own health decisions; Emerald’s insights are informational.
12. DATA & PRIVACY
12.1 Emerald processes personal data in accordance with its Privacy Notice, which forms part of this Agreement by reference.
12.2 Emerald implements industry‑standard security measures, but no system is entirely secure. You acknowledge the inherent security risks of transmitting data online.
13. LIABILITY
13.1 If defective digital content supplied by Emerald damages Your device or other digital content and We have failed to use reasonable care and skill, We will either repair the damage or compensate You.
13.2 Subject to Clause 13.4, Emerald’s maximum aggregate liability under or in connection with this Agreement shall not exceed the total Membership Fee paid for the current term.
13.3 Emerald is not liable for (a) indirect, consequential or unforeseeable losses; (b) loss of profits, data, goodwill or opportunity; (c) acts or omissions of Third‑Party Providers; (d) inaccuracies in wearable or Member‑supplied data; or (e) outcomes resulting from Your own actions or decisions.
14. INDEMNITY
You agree to indemnify and hold Emerald harmless from any claim, loss, damage, cost or expense (including reasonable legal fees) arising out of (a) Your breach of this Agreement, (b) Your misuse of the Platform, or (c) content or data uploaded by You that infringes the rights of a third party.
15. FORCE MAJEURE
15.1 Emerald shall not be in breach nor liable for delay in performing, or failure to perform, any obligation under this Agreement if such delay or failure results from a Force Majeure Event.
15.2 Emerald will notify Members of the Force Majeure Event and make reasonable efforts to resume Services. If the Event continues for more than thirty (30) consecutive days, You may request a pro‑rata refund for Services not provided.
16. INTELLECTUAL PROPERTY
16.1 All rights, title and interest in the Platform, including software, content, trademarks and algorithms, belong to Emerald or its licensors.
16.2 Emerald grants You a limited, revocable, non‑exclusive, non‑transferable licence to use the Platform for personal, non‑commercial purposes.
16.3 You shall not copy, adapt, reverse‑engineer, decompile, disassemble or otherwise attempt to derive source code or algorithms from the Platform.
16.4 User‑Generated Content. "Member Content" means any data, text, images, laboratory reports, wearable‑device feeds or other information that You upload or transmit to the Platform. You retain all ownership rights in Member Content.
16.5 Licence to Emerald. By uploading or submitting Member Content, You grant Emerald a worldwide, royalty‑free, sublicensable licence to host, use, reproduce, modify, display, distribute and otherwise process such Member Content (a) for the purpose of delivering the Services to You, (b) to maintain, improve and develop the Platform and Emerald’s algorithms, and (c) to create anonymised and/or aggregated statistical data and insights. Emerald will not disclose identifiable Member Content to third parties except as described in the Privacy Notice or with Your explicit consent., adapt, reverse‑engineer, decompile, disassemble or otherwise attempt to derive source code or algorithms from the Platform.
17. THIRD‑PARTY SERVICES & LINKS
17.1 The Platform may integrate or link to Third‑Party Providers. Emerald makes no representations or warranties about, and is not responsible for, the availability, accuracy or safety of Third‑Party Provider services or data.
17.2 Your use of wearables or other Third‑Party Provider services is at Your own risk and subject to the provider’s own terms.
18. MOBILE & DATA CHARGES
Please note that your carrier’s normal rates and fees, such as text‑messaging and mobile‑data charges, will still apply when You access or use the Platform via a mobile device. Emerald is not responsible for such charges.
19. SUSPENSION & TERMINATION
19.1 Emerald may suspend or terminate the Membership immediately on written notice if You (a) fail to pay fees within fourteen (14) days of the due date, (b) materially breach this Agreement, or (c) engage in behaviour that, in Emerald’s reasonable opinion, compromises safety, security or the lawful operation of the Platform.
19.2 Upon termination for Your breach, fees already paid are non‑refundable.
19.3 Upon any termination, Your interactive access to the Services will cease; You will retain read‑only access to historic results for twelve (12) months, after which such access may be removed or anonymised.
20. EMPLOYER‑SPONSORED MEMBERSHIPS
20.1 Where an Employer Sponsor funds Your Membership, the Employer Sponsor is the payer but You remain the Member and party to this Agreement.
20.2 Unless You expressly consent, Emerald will provide the Employer Sponsor only aggregated, anonymised utilisation data.
20.3 If Employer funding ceases, Emerald will notify You by email and provide at least thirty (30) days’ notice to add a valid personal payment method. If You add payment details within that period, Your Membership continues on a self‑funded basis at the prevailing fee from the next renewal or billing date. Failure to add payment details within thirty (30) days will result in automatic suspension of Services at the end of the notice period.
21. COMPLAINTS & DISPUTE RESOLUTION
21.1 If You have a complaint, please contact hello@withemerald.com. We will endeavour to resolve Your concerns promptly.
21.2 If a dispute remains unresolved, the parties may agree to mediation before commencing court proceedings.
22. GOVERNING LAW & JURISDICTION
22.1 This Agreement is governed by the law of England & Wales.
22.2 You may bring proceedings in the courts of England & Wales or, if You reside elsewhere in the United Kingdom, in the courts of Your habitual residence.
22.3 Nothing in this Clause limits Your statutory rights as a consumer.
22.4 The Contracts (Rights of Third Parties) Act 1999 is excluded; no third party has the right to enforce any term of this Agreement.
23. ACCESSIBILITY
23.1 Emerald is committed to ensuring the Platform is accessible to all users, including those with disabilities, in accordance with the Equality Act 2010 and relevant accessibility standards (such as WCAG 2.1 AA). If You experience difficulty using the Platform, please contact hello@withemerald.com so We can assist and address any accessibility barriers.
24. MISCELLANEOUS
24.1 No waiver of any breach shall be deemed a waiver of any subsequent breach.
24.2 If any provision is held to be illegal or unenforceable, the remaining provisions shall remain in full force.
24.3 This Agreement, together with the Privacy Notice and any referenced documents, constitutes the entire agreement between the parties and supersedes any prior understandings relating to its subject matter.
24.4 Emerald may update these Terms and Conditions. Material changes will be notified to Members at least thirty (30) days in advance; continued use after the effective date constitutes acceptance of the amended terms.
25. CONTACT
For questions about these Terms or the Services, please email hello@withemerald.com or write to Emerald Labs Ltd, 71‑75 Shelton Street, Covent Garden, London WC2H 9JQ.