Terms of Service

1. These Terms and Who We Are

These Terms of Service (the "Terms") govern your access to and use of the website iHemera.com (the "Website") and any services offered under the iHemera brand (the "Services"). iHemera is a digital brand of Mega Commercial Enterprises Limited, an Irish-registered company, incorporated under Company Number 726999, with its registered office at 77 Camden Street Lower, Dublin, D02 XE80, Ireland ("iHemera", "we", "us", "our"). Contact: [email protected] · T: +353 87 148 3870.

By accessing the Website, submitting an application or enquiry, or engaging the Services, you agree to be bound by these Terms and by our Privacy Policy, Cookie Policy and Disclaimer, each of which is incorporated into these Terms by reference. If you do not agree to these Terms, do not use the Website or the Services.

Where a separate written engagement agreement is entered into between you and us for a particular Service (for example, individually designed terms for iHemera Reserve), the terms of that agreement prevail over these Terms to the extent of any conflict.

2. The Nature of the Services — Not Medical Care

The Services are designed to complement, and never to replace, the advice of your own physicians and qualified professionals. Where our Deliverables identify matters that in our view warrant medical attention, we will say so and direct you to raise them with your physician; the decision and responsibility to do so rest with you.

3. Eligibility and Applications

• The Services are available only to individuals aged eighteen (18) or over with full legal capacity to contract. By applying or engaging the Services you represent that you meet these requirements.
• Engagement is by application. We reserve absolute discretion to accept or decline any application or engagement, to impose scope limitations or exclusions ("carve-outs"), and to decline or discontinue any engagement where, in our judgment, the applicant's needs are medical or otherwise outside the proper scope of the Services.
• Electronic signatures. Where our forms, intakes or engagement documents provide for a typed signature, you agree that typing your full name and submitting or returning the document constitutes your electronic signature, made with the intent to sign, and has the same legal force and effect as a handwritten signature, in accordance with Regulation (EU) No 910/2014 (eIDAS) and applicable Irish law. Agreements concluded, and consents given, by such electronic means are valid and enforceable, and a copy of any electronically signed document is admissible as evidence of its contents.
• You agree to provide information that is accurate, complete and current, and to update us promptly if it changes. Our Deliverables are prepared in reliance on the information you provide, and we accept no responsibility for the consequences of inaccurate, incomplete or withheld information.

4. Fees, Payment and Taxes

• Fees for each Service are disclosed to you before you commit and are payable in advance unless otherwise agreed in writing. Work does not commence until payment is received.
• Membership fees (iHemera Private, iHemera Reserve) are payable annually in advance or by recurring instalments as agreed, and renew for successive periods unless cancelled in accordance with Section 6.
• Fees are stated exclusive of any applicable value-added or similar taxes, which will be added where required by law. You are responsible for any taxes or charges applicable in your own jurisdiction.
• Approved out-of-pocket expenses (for example, travel bookings made at your request within a travel-related Service) are charged at cost, with your prior approval, and without markup or commission.
• Late or failed payments may result in suspension of the Services until payment is made.
• Fees are quoted in euro. Payment is by bank transfer against our invoice or through our payment provider, Stripe; your card statement may show MEGACOMMERCIALENT, the payment name of Mega Commercial Enterprises Limited. Where you pay through Stripe you are asked to accept the Terms of Service of Mega Commercial Enterprises Limited (megacommercialenterprises.com/terms-of-service), whose section 09 sets out the purchase terms common to all its brands; for iHemera services, these Terms and your engagement agreement apply, and if they ever differ these Terms apply to your iHemera service, provided that does not reduce your rights as a consumer.
• Any bank, card or currency-conversion charges are yours; they are set by your bank, not by us. If a quoted fee is obviously wrong, we may withdraw it and reissue it before work starts. If you dispute a payment with your card issuer instead of contacting us, we may pause the Services until the dispute is resolved and give the payment provider evidence of what was delivered; please contact us first.

5. Cancellation, Cooling-Off and Refunds

5.1 Consumer right of withdrawal

If you are a consumer in the European Union or European Economic Area contracting with us at a distance, you have a statutory right to withdraw from the contract within fourteen (14) days of its conclusion without giving a reason, under the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013. To exercise this right, notify us by clear statement to [email protected] within the fourteen-day period.

Early performance. Where you ask us to begin performing the Services within the withdrawal period (for example, by submitting your completed intake), you expressly request early performance and acknowledge that: (a) if you withdraw after performance has begun, you will owe us an amount proportionate to the Services performed up to the time you informed us of the withdrawal; and (b) once the Service has been fully performed (for example, your Deliverable has been delivered), you lose the right of withdrawal.

5.2 Our refund terms

• Before you submit your completed intake for a fixed engagement, you may cancel for a full refund.
• After a Deliverable has been delivered, fees for that engagement are non-refundable, save for your statutory rights (including your rights where a service has not been performed with due skill and care) and any refund we elect to make at our discretion.
• Membership may be cancelled with effect from the end of the current membership period; periods already paid are non-refundable except as required by law or as individually agreed.
• If a Service is not provided as described, tell us in writing within fourteen (14) days of delivery at [email protected] and we will put it right.
• Sessions and calls may be rescheduled once, free of charge, up to 24 hours before they start. A session cancelled with less than 24 hours’ notice, or missed, counts as held and is not refunded, unless you could not attend for reasons outside your control. If we have to reschedule, we offer new times promptly.
• If we are waiting for information from you (including a completed intake) for more than thirty (30) days the engagement pauses; after ninety (90) days without it the Service counts as fully performed and the fee is not refunded.
• Nothing in these Terms limits or excludes any right or remedy you have under the Consumer Rights Act 2022 or other applicable consumer protection law that cannot be limited or excluded.

6. Memberships

• Membership benefits, response times and inclusions are as described on the Website or in your engagement confirmation at the time of joining, and may be reasonably updated from time to time provided the overall level of service is not materially reduced during a paid period.
• Either party may decline to renew a membership at the end of its current period. We may terminate a membership during a period only for the reasons in Section 12, in which case unused whole months will be refunded pro rata.
• Membership capacity is limited. Response-time commitments are made in working days at our principal place of business in Ireland and adjust for notified holiday periods, of which members receive advance notice.

7. Your Responsibilities

• You retain sole responsibility for all decisions you make, including decisions to act or not act on any Deliverable, and for engaging and dealing with any physician, clinic, laboratory, trainer or other provider.
• You agree to keep your own physicians informed as appropriate and to seek their advice on all medical matters, including before acting on any part of a Deliverable that touches on health practices.
• You agree not to use the Services or Deliverables for any unlawful purpose, and not to provide us with information you are not entitled to share. Where you provide us with information about another person — for example, family health history — you confirm that you are entitled to share it with us, and you agree to describe such matters in general terms without identifying the individual concerned.

8. Third-Party Providers

Where we identify, assess, shortlist, introduce or make bookings with third-party providers (including clinics, physicians, laboratories, practitioners, venues or travel providers), we do so as an independent advisory acting on your instructions. Such providers are not our agents, subcontractors, employees or partners; we do not supervise, control or guarantee their services; and any contract for their services is between you and the provider directly. Our assessments of providers are opinions formed with reasonable skill and care at the time given, based on information reasonably available to us, and are not warranties of any provider's performance, quality, safety or outcomes. We accept no commissions, referral fees or other benefits from any provider, and any benefit offered is declined.

9. Intellectual Property and Confidentiality of Deliverables

• All intellectual property rights in the Website, our brand, our methodologies, templates, frameworks and Deliverables are and remain owned by us or our licensors.
• Upon full payment, we grant you a personal, non-exclusive, non-transferable licence to use the Deliverables prepared for you, for your own private, non-commercial purposes (including sharing them with your own physicians and professional advisers).
• You may not publish, reproduce, distribute, sell, or make Deliverables available to any third party (other than as permitted above), nor use them to provide services to others, without our prior written consent.
• Each party will keep confidential the non-public information of the other obtained in connection with the Services, save where disclosure is required by law or permitted under the Privacy Policy. Our confidentiality obligations to you survive the end of the engagement.

10. Website Use and Published Content

• Content published on the Website, including articles in our Insights section, is provided for general information only, is not advice of any kind directed at your circumstances, and is subject to the Disclaimer.
• You may view, download and print Website content for your personal, non-commercial use. Any other reproduction or use requires our prior written consent.
• You must not misuse the Website, including by introducing malicious code, attempting unauthorised access, scraping content at scale, or using Website content to train artificial-intelligence systems without our written consent.
• We may modify, suspend or discontinue any part of the Website at any time without liability.

11. Disclaimers and Limitation of Liability

11.1 No guarantee of outcomes

The Services involve professional judgment applied to evolving evidence and to information you supply. While we perform the Services with reasonable skill and care, we make no representation, warranty or guarantee as to any health, longevity, appearance, financial or other outcome, and results referred to in any material are illustrative only and not a promise of similar results. Scientific evidence changes; a conclusion reasonable at the date given may later be superseded, and save for express commitments made to active members, we assume no obligation to update past Deliverables.

11.2 What we do not exclude

Nothing in these Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under the laws of Ireland, including your non-excludable statutory rights as a consumer.

11.3 Exclusions and cap

Subject to Section 11.2: (a) we shall not be liable for any indirect or consequential loss, loss of profit, loss of business, loss of opportunity, or loss or corruption of data, arising out of or in connection with the Website or the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise; (b) we shall not be liable for the acts or omissions of any third-party provider referred to in Section 8, or for your reliance on any Deliverable contrary to Sections 2 and 7; and (c) our total aggregate liability arising out of or in connection with the Services, however arising, shall not exceed the total fees paid by you to us for the Services in the twelve (12) months preceding the event giving rise to the claim.

11.4 Website provided "as is"

The Website is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we exclude all implied warranties in relation to the Website, and we do not warrant that it will be uninterrupted, error-free or free of harmful components.

12. Suspension and Termination

• We may suspend or terminate the Services or any engagement, on written notice, where: (a) you materially breach these Terms and (where remediable) fail to remedy the breach within fourteen (14) days of notice; (b) you provide materially false or misleading information; (c) continuing would, in our reasonable judgment, be unlawful, unsafe, or contrary to Section 2 or Section 3; or (d) your conduct toward any person working with us is abusive or unreasonable.
• On termination by us other than for your breach, we will refund any fees paid for Services not yet performed. On termination for your breach, fees are refundable only to the extent required by law.
• Sections which by their nature should survive termination (including Sections 2, 8, 9, 11, 13 and 14) survive.

13. General

• Entire agreement. These Terms, together with the documents incorporated by reference and any written engagement agreement, constitute the entire agreement between you and us regarding the Services, and supersede all prior discussions. Nothing in this clause limits liability for fraudulent misrepresentation.
• Variation. We may update these Terms from time to time. The version in effect is the one published on the Website and identified by its effective date, and applies to engagements entered into on or after that date. Changes required by applicable law, corrections of errors, clarifications of existing terms, or operational changes that do not materially reduce the scope or quality of the Services purchased take effect upon publication, including during an active engagement or membership. Any other change that would materially and adversely affect an active engagement or membership will not apply during the remainder of that engagement or membership unless you expressly agree to it. If you do not agree, the existing Terms will continue to apply until the engagement or membership ends.
• Assignment. You may not assign your rights under these Terms without our written consent. We may assign or novate our rights and obligations to a successor of our business, including any future company operating the iHemera brand, provided your rights are not materially prejudiced.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remainder continues in full force, and the provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
• No waiver. A failure or delay in exercising any right is not a waiver of it.
• Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control, provided we notify you and resume performance as soon as reasonably practicable.
• Notices. Notices to us should be sent to [email protected] or to our registered office. Notices to you will be sent to the email address you have provided.
• Third parties. These Terms do not confer rights on any third party.

14. Governing Law and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, the Website or the Services, are governed by the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction, save that if you are a consumer habitually resident in another EU or EEA member state, you additionally benefit from any mandatory protections of, and may bring proceedings in, the courts of that member state.

We are not obliged to, and do not commit to, participate in alternative dispute resolution before a consumer arbitration board, but we will always seek to resolve any concern directly and in good faith: [email protected]. We acknowledge a complaint within five (5) business days and reply in full within thirty (30) days; if you are not satisfied, you may ask for a review by the founder, who replies within a further thirty (30) days.

15. Contact

iHemera is a brand of Mega Commercial Enterprises Limited
77 Camden Street Lower, Dublin, D02 XE80, Ireland
Company Number 726999 · Republic of Ireland
[email protected] · T: +353 87 148 3870