Reseller Terms and Conditions

1. Who these Reseller Terms apply to

1.1 Scope

These Reseller Terms apply to you if you register with us as a reseller to use the Reseller Portal, the i-screen API, or any other integration or arrangement through which you refer Clients to, or order tests for Clients in connection with, i-screen's services on a commercial basis.

These Reseller Terms do not apply to:

(a) Practitioners (including AHPRA-registered and recognised non-AHPRA health practitioners who hold clinical duty of care) who are governed by separate Practitioner Terms;

(b) Affiliates (including content creators and commercial referral partners without an ongoing client relationship) who are governed by separate Affiliate Terms; or

(c) corporate wellness clients, who are governed by the Corporate Services provisions of the General Terms or a separate corporate services agreement.

1.2 Reseller categories

We recognise two categories of reseller. The category you belong to determines the information required at registration and the commercial arrangements available to you.

Individual Reseller. A natural person operating as a personal trainer, coach, wellness professional, content creator, or similar non-clinical professional who works directly with clients and wishes to offer i-screen's testing as part of their service.

Business Reseller. A business entity (including a gym, studio, coaching platform, fitness centre, or other commercial entity) that wishes to offer i-screen's testing to its clients or members as part of its services.

Resellers are not clinical providers. You acknowledge and agree that you are not a registered health practitioner for the purposes of these Reseller Terms, that you do not hold clinical duty of care in respect of any test ordered through i-screen, and that you must not represent yourself to any Client as a clinical provider in connection with i-screen's services. If you are a registered health practitioner, you should apply under our Practitioner Program instead.

1.3 Overseas resellers

The Reseller Portal and API are intended for resellers providing services to Clients located in Australia. Resellers located outside Australia, or who wish to refer Clients located outside Australia, should contact us before registering. Separate arrangements may apply, or registration may be declined.

1.4 Definitions used in these Reseller Terms

API means the i-screen application programming interface and any associated system-to-system integrations through which you may place orders or interact with our Platform.

API Acceptable Use Policy means the document of that name we make available to you through the Reseller Portal, as updated by us from time to time, which forms part of these Reseller Terms in respect of any API use.

Client means a person for whom you order a test or to whom you refer i-screen's services in connection with your reseller relationship.

Client Consent has the meaning given in clause 6.

Client Discount has the meaning given in clause 5.2.

Commission has the meaning given in clause 5.1.

Commercial Preference means the commercial arrangement you select at registration, being either Commission or Client Discount, as described in clause 5.

Eligible Test means a test that (a) is listed on our website or Reseller Portal as available to resellers, (b) is available for ordering under the Ordering Model you are using, and (c) is otherwise available for ordering under these Reseller Terms and any applicable product-specific rules notified by us.

Laboratory Partner has the meaning given in the General Terms.

Nominated Results Email means, in respect of a Business Reseller, the email address nominated at registration for receipt of Client results where the Client has given Client Consent.

Ordering Model means any of the Portal Order and API Order models described in clause 4.

Reseller Account means the account you create in the Reseller Portal to access the services described in these Reseller Terms.

Reseller Portal means the online portal we make available to registered resellers for the purposes described in clause 4.

2. Reseller Account Registration

2.1 Registration requirements

To register a Reseller Account, you must provide us with accurate, current, and complete information as required by the registration form, and must agree to these Reseller Terms, the General Terms, and the Privacy Policy.

For Individual Resellers, this includes your full name, email address, phone number, postal address, and a description of your audience or client base.

For Business Resellers, this includes your business legal name, Australian Business Number (ABN), entity type, authorised signatory details, primary contact details, registered address, nature of business, approximate number of clients or members, and a Nominated Results Email.

You represent and warrant that all information you provide is true and current, and that you will update it promptly whenever any of it changes.

2.2 Approval

Registration of a Reseller Account is subject to our approval. We review every application and will respond within 5 business days with approval, questions, or next steps. We may approve, decline, or approve with conditions any application in our reasonable discretion.

2.3 Reseller warranties

You warrant to us, on registration and continuously while you hold a Reseller Account, that:

(a) you are not a registered health practitioner acting in a clinical capacity in connection with i-screen's services (if you are, you should apply under our Practitioner Program);

(b) all information you have provided to us is true and current;

(c) you will comply with all applicable laws, including the Australian Consumer Law, in connection with your promotion of i-screen's services and your relationship with Clients; and

(d) you will not represent to any Client or third party that you are a clinical provider, that you hold clinical duty of care, or that i-screen has assumed any clinical responsibility for any Client through your reseller relationship.

2.4 Account security

You are responsible for maintaining the confidentiality and security of your Reseller Account credentials, including for API access where applicable, and for all activity under your account. You must not share credentials or allow another person to access your account. You must notify us immediately of any suspected unauthorised access.

3. Reseller-Client Relationship

3.1 You are a commercial partner, not a clinical provider

When you use our services to order a test for, or refer a Client to, i-screen:

(a) you are acting as a commercial partner, not as a clinical provider;

(b) you do not hold clinical duty of care in respect of any test ordered through i-screen;

(c) the clinical aspects of the testing service, including result review and interpretation, are managed by i-screen and its Laboratory Partners in accordance with the General Terms; and

(d) i-screen's role is as described in the General Terms, including coordinating and facilitating testing, providing educational content, and providing platform infrastructure.

3.2 No clinical advice

You must not:

(a) provide clinical advice, diagnosis, or treatment recommendations to any Client in connection with i-screen's services;

(b) interpret or purport to interpret any test results for a Client;

(c) represent to any Client that you are qualified to provide clinical interpretation of results; or

(d) hold yourself out as a health practitioner in connection with i-screen's services.

Nothing in these Reseller Terms prevents you from providing fitness, wellness, or coaching advice within your own professional competence, provided you do not represent such advice as clinical or medical advice and do not purport to interpret pathology results.

3.3 Client communication

You may communicate with Clients about i-screen's services in general terms, including explaining the types of tests available, the ordering process, and the benefits of health screening. You must not make specific clinical claims about test results or health outcomes.

3.4 Adding a Client

Before adding a Client to the Reseller Portal or otherwise providing a Client's personal information to i-screen, you warrant that you have obtained the Client's consent for:

(a) the disclosure of the Client's personal information (including their name, contact details, date of birth, and any health information relevant to the test) to i-screen;

(b) i-screen to create an account for the Client, hold their personal and health information, and communicate with them in connection with the test and i-screen's services; and

(c) the Client's information being handled in accordance with i-screen's Privacy Policy.

You are solely responsible for obtaining and documenting this consent in a manner consistent with applicable privacy law, including the Australian Privacy Principles.

4. Ordering Models

4.1 Two Ordering Models

Tests may be ordered under one of the following Ordering Models. Ordering Model refers to the technical channel through which an order is placed with us.

Portal Order. An order placed through the Reseller Portal. This is the default Ordering Model and is available to all resellers with an approved Reseller Account.

API Order. An order placed via the i-screen API or another system-to-system integration. Available on application and subject to approval under clause 4.4.

4.2 What the Reseller Portal provides

The Reseller Portal is the default means by which resellers access i-screen's services. Through the Portal, you may:

(a) register Clients and create Client records;

(b) order Eligible Tests for Clients;

(c) generate pathology request forms for Clients to take to a Collection Centre;

(d) access the results of tests you have ordered, where the Client has given Client Consent (see clause 6);

(e) track referrals and orders over time;

(f) manage your Reseller Account details; and

(g) access any additional features we make available to resellers from time to time.

4.3 Availability of Ordering Models

The Portal Order model is available to all approved resellers, subject to:

(a) the Commercial Preference provisions in clause 5;

(b) our right to restrict tests, test categories, or ordering capabilities under clause 4.5; and

(c) our right to withdraw or limit your access to any Ordering Model under clause 8 (Suspension and Termination) or elsewhere in these Reseller Terms.

4.4 API access - approval required

API access is additional to Portal access, and is subject to our separate approval. To apply for API access, contact us through the Reseller Portal. In deciding whether to approve, we may consider:

(a) the nature of your business and the Clients you serve;

(b) your technical and information-security capability;

(c) our own regulatory and risk-management considerations; and

(d) any other matter relevant in our reasonable discretion.

We may approve API access with conditions, may decline an application, and may withdraw approval at any time.

Where you are approved for API access:

(a) you will receive API credentials, which are confidential and must be secured in accordance with the API Acceptable Use Policy;

(b) your API use is subject to the API Acceptable Use Policy, which forms part of these Reseller Terms and may be updated from time to time;

(c) you are responsible for the security of any system that interacts with our API; and

(d) we may suspend or revoke API access at any time in our reasonable discretion, including to protect the security or integrity of our systems.

4.5 Test catalogue restrictions

We may restrict the tests, test categories, or ordering capabilities available to resellers based on:

(a) our clinical governance determinations;

(b) product-specific requirements; and

(c) any other criteria we notify from time to time.

The reseller test catalogue is a subset of the full i-screen catalogue. Certain tests, including custom panels and tests our clinical governance policy identifies as requiring clinical oversight, may not be available to resellers. The current reseller catalogue is available in the Reseller Portal.

4.6 Use restrictions

You must not:

(a) use the Portal, API, or any i-screen service for any purpose other than the commercial promotion and ordering of tests for Clients;

(b) share Portal or API access with any other person;

(c) use automated means to access the Portal (use of the API is governed by clause 4.4);

(d) attempt to circumvent our eligibility or test-catalogue gating; or

(e) use our services in a manner inconsistent with these Reseller Terms, the General Terms, the Privacy Policy, or applicable law.

5. Commercial Arrangements

5.1 Commercial Preference

At registration, you select your Commercial Preference. Two options are available:

Commission. Your Client pays i-screen the standard price for the test. You receive a commission on each tracked sale. The commission rate is typically 10%, but may vary and the rate applicable to your Reseller Account is set out in the Reseller Portal.

Client Discount. Your Client receives a discount off the standard price at checkout or invoice. No commission is paid to you on these sales. The discount rate is typically 10%, but may vary and the rate applicable to your Reseller Account is set out in the Reseller Portal.

Business Resellers may also select "Discuss with the commercial team" at registration, in which case the commercial structure will be agreed separately before your Reseller Account is activated.

You may request to change your Commercial Preference at any time by contacting us.

5.2 Commission payments

Where your Commercial Preference is Commission:

(a) commission is calculated on the net sale price (excluding GST) of each Eligible Test ordered through your Reseller Account;

(b) commission is paid to the bank account or PayPal account you nominate at registration, on a schedule we determine (typically monthly);

(c) you are responsible for providing accurate payment details and for your own tax obligations, including GST where applicable; and

(d) we may withhold or recover commission where an order is refunded, cancelled, or disputed.

5.3 Client Discount

Where your Commercial Preference is Client Discount:

(a) the Client receives the applicable discount off the standard consumer price for Eligible Tests ordered in connection with your Reseller Account;

(b) the discount is a benefit to the Client, not to you; and

(c) you do not receive a commission, referral fee, or other payment from i-screen in respect of the order.

5.4 Business Reseller arrangements

Business Resellers may be eligible for bespoke commercial arrangements, including volume pricing, co-branded programs, or branded bundles. These are handled through separate Channel Agreements and are subject to separate negotiation with our commercial team.

5.5 Disclosure obligations

You must disclose your commercial relationship with i-screen to your audience in any marketing, promotion, or communication relating to i-screen's services, in accordance with your obligations under the Australian Consumer Law. This includes:

(a) disclosing that you receive a commission or that your clients receive a discount through your relationship with i-screen;

(b) ensuring that any testimonial, endorsement, or recommendation you make in connection with i-screen's services is genuine and not misleading; and

(c) complying with any applicable advertising standards, industry codes, or platform-specific disclosure requirements (for example, social media disclosure requirements).

5.6 Taxes

Any amount paid or payable to you by i-screen, or by you to i-screen, is treated in accordance with applicable tax law. You are solely responsible for your own tax obligations, including GST where applicable.

6. Client Consent and Result Access

6.1 Consent-based result access

Your access to a Client's test results is not automatic. You may only access a Client's results where the Client has given active, specific, and informed consent at the point of purchase or order (Client Consent).

6.2 Requirements for Client Consent

Client Consent must:

(a) be given actively by the Client (not assumed or implied from the reseller relationship);

(b) specifically name you (or, for Business Resellers, your business entity) as the party who will receive access to the results;

(c) for Business Resellers, specify the Nominated Results Email to which results will be delivered; and

(d) be given at or before the time the test is ordered.

6.3 Revocation of consent

A Client may revoke their Client Consent at any time by contacting i-screen directly or through their i-screen account. On revocation:

(a) your access to that Client's future results ceases;

(b) we will notify you through the Reseller Portal that consent has been revoked; and

(c) you must not attempt to access, retain, or use any results received after the revocation date.

6.4 No result access without consent

Where a Client has not given Client Consent, or has revoked it:

(a) you will not have access to the Client's results through the Reseller Portal, API, or any other means;

(b) the Client will receive their results directly from i-screen in accordance with the General Terms; and

(c) you must not request, pressure, or incentivise a Client to provide or maintain consent.

6.5 Delivery of results to Business Resellers

Where a Client has given Client Consent in respect of a Business Reseller, results will be delivered to the Nominated Results Email provided at registration. You are responsible for ensuring the Nominated Results Email is secure, monitored, and accessible only to authorised personnel within your organisation.

6.6 Confidentiality of results

You must treat all Client results and health information accessed through the Reseller Portal or API as confidential, and must handle it in accordance with:

(a) the Privacy Act 1988 (Cth), the Australian Privacy Principles, and any applicable state or territory health information legislation;

(b) the terms of the Privacy Policy; and

(c) any additional obligations arising from the Client Consent.

You must not disclose, share, publish, or otherwise make available any Client results or health information to any third party without the Client's separate, express consent.

6.7 Security

You must implement reasonable security measures to protect Client information accessed through our services, must notify us immediately of any actual or suspected unauthorised access, use, disclosure, loss, or other compromise, and must cooperate with us in any investigation or notification process.

7. Results and i-screen's Role

7.1 i-screen manages the clinical process

You acknowledge and agree that:

(a) i-screen and its Laboratory Partners manage the clinical aspects of the testing service, including sample collection, laboratory analysis, result review, and result release, in accordance with the General Terms;

(b) results are reviewed by i-screen's health professionals before release, as described in the General Terms;

(c) i-screen communicates directly with the Client about their results, including any abnormal, urgent, or critical results; and

(d) you are not involved in the clinical process and must not represent to any Client that you are.

7.2 No practitioner hold

The practitioner hold mechanism described in the Practitioner Terms does not apply to reseller orders. Results are released to the Client in accordance with the standard process described in the General Terms.

7.3 Abnormal and critical results

Where a Client's results include abnormal or critical findings, i-screen will communicate directly with the Client in accordance with the General Terms. You will not be separately notified of abnormal or critical results unless you have result access through Client Consent, in which case you will see the results in the Reseller Portal at the same time as the Client.

You must not attempt to provide clinical interpretation of, or clinical advice in respect of, any results you access.

8. Suspension and Termination

8.1 Suspension or termination by us

We may suspend or terminate your Reseller Account, your access to the Reseller Portal, API, or any other aspect of your relationship with us, at any time and without prior notice, where:

(a) you have breached, or we reasonably consider you are likely to breach, these Reseller Terms, the General Terms, the Privacy Policy, or any other agreement between us;

(b) we reasonably consider that your use of our services is inconsistent with applicable law, including the Australian Consumer Law;

(c) you have made misleading claims about i-screen's services, your relationship with i-screen, or the nature of the tests;

(d) we reasonably consider that continued access is inconsistent with i-screen's regulatory obligations or risk management; or

(e) we cease to offer the relevant service, or we restructure or modify our reseller program.

8.2 Termination by you

You may terminate your Reseller Account at any time by notifying us through the channels set out in the Reseller Portal or by contacting admin@i-screen.com.au. Termination takes effect on receipt of your notice.

8.3 Effect of suspension or termination

On suspension or termination:

(a) your right to access the Reseller Portal, API, and related services ceases to the extent of the suspension or termination;

(b) any commission properly accrued before termination is payable in accordance with the terms in force at the relevant time;

(c) your access to Client results ceases immediately; and

(d) any obligations of yours that by their nature survive termination, including under clauses 6 (Client Consent and Result Access), 9 (Liability and Indemnity), and 10 (General), continue to apply.

9. Liability and Indemnity

9.1 Liability allocation

To the extent permitted by law:

(a) i-screen is not liable to you or to any Client for any loss, damage, or adverse outcome arising from your acts or omissions, your marketing or promotional activities, your failure to comply with disclosure obligations, or your breach of these Reseller Terms, the General Terms, or any applicable law;

(b) the general liability limitations and exclusions in clauses 13.1, 13.2, 13.3, and 13.4 of the General Terms apply to the relationship between you and i-screen under these Reseller Terms.

9.2 Reseller indemnity

You indemnify and hold harmless i-screen, its directors, officers, employees, contractors, agents, and affiliated entities against all claims, demands, actions, suits, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to:

(a) your use of the Reseller Portal, API, or any other i-screen service;

(b) any breach by you of these Reseller Terms, the General Terms, the Privacy Policy, or any other agreement between us;

(c) any claim by a Client or third party relating to your marketing, promotional activities, disclosure failures, or any other act or omission in your capacity as a reseller;

(d) any claim arising from your provision of clinical advice, clinical interpretation, or clinical services to a Client in connection with i-screen's services, where you are not authorised to do so; and

(e) your violation of any law, regulation, or professional obligation.

This indemnity survives termination of these Reseller Terms.

10. General

10.1 Changes to these Reseller Terms

We may update these Reseller Terms from time to time. Where a change materially affects your rights or obligations, we will give you at least 30 days' notice before the change takes effect, and you will be asked to confirm your acceptance of the updated terms. For minor changes, we will give notice by posting the updated version on our website, and continued use of our services after the change takes effect constitutes acceptance.

10.2 Relationship with General Terms and Privacy Policy

These Reseller Terms supplement and form part of the General Terms and Privacy Policy. All provisions of the General Terms and Privacy Policy apply to you, except where expressly modified by these Reseller Terms. Where there is an inconsistency, these Reseller Terms prevail in relation to matters concerning resellers.

10.3 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Reseller Terms without our prior written consent. We may assign, transfer, or delegate our rights and obligations under these Reseller Terms as described in clause 19.1 of the General Terms.

10.4 No partnership

Nothing in these Reseller Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and i-screen. You are an independent commercial partner using our services to support your own business.

10.5 Dispute resolution

Any dispute between you and us arising out of or relating to these Reseller Terms is to be resolved in accordance with the dispute resolution procedures in clauses 15.1 to 15.3 of the General Terms.

10.6 Governing law

These Reseller Terms are governed by the law of Western Australia and the Commonwealth of Australia, and the parties submit to the exclusive jurisdiction of the courts of Western Australia.

10.7 Severability

If any provision of these Reseller Terms is held invalid or unenforceable, it is severed or modified to the minimum extent necessary, and the remaining provisions continue in full force and effect.

Contact

Questions about these Reseller Terms:

i-screen (Intelligent Screening Pty Ltd)

Email: admin@i-screen.com.au

Address: PO Box 8441, WA 6151

ABN: 92 615 110 917

ACN: 615 110 917