Terms of Service

These Terms of Service (the “Terms”) are entered into between:

XinoVell Group Limited, a company incorporated in Hong Kong, with its registered office at Room 1508, 15/F, Office Tower Two, Grand Plaza, 625 Nathan Road, Mong Kok, Hong Kong (“XinoVell”, “we”, “us” or “our”);

and

the individual who purchases or uses the Services (“Client”, “you” or “your”).

By signing or electronically accepting a Service Confirmation, completing an order that expressly incorporates these Terms, or otherwise expressly agreeing to be bound by it, you enter into a legally binding agreement with XinoVell.

You should read these Terms before purchasing any Services.

1. Definitions

In these Terms:

“Clinical Platform” means an independent professional clinical, telemedicine or medical-information platform to which a Client may be directed where medical records or professional clinical review are required.

“Healthcare Provider” means any hospital, clinic, physician, dentist, Traditional Chinese Medicine practitioner or institution, rehabilitation provider, health-screening provider or other licensed healthcare professional or organisation.

“Service Confirmation” means the quotation, proposal, booking confirmation, order confirmation, statement of work or other written confirmation issued by XinoVell setting out the Services purchased by the Client.

“Services” means the non-clinical health journey management, resource coordination, concierge, travel coordination and related services to be provided by XinoVell as specified in the applicable Service Confirmation.

“Third-Party Provider” means any person or organisation other than XinoVell that provides goods or services in connection with the Client’s journey, including Healthcare Providers, Clinical Platforms, hotels, transport operators, interpreters, insurers and payment providers.

2. XinoVell’s Role

2.1 Health journey management and coordination

XinoVell is an independent health journey management and service coordination business.

Depending on the Service Confirmation, the Services may include:

• identifying and coordinating healthcare and health-related resources in China;
• coordinating health screening, specialist care, dental care, Traditional Chinese Medicine, women’s health, longevity and health-management services;
• assisting with hospital, clinic, practitioner or appointment coordination;
• arranging bilingual communication and non-clinical hospital accompaniment;
• coordinating transport, accommodation and other travel logistics;
• coordinating administrative requirements relating to insurance or direct billing;
• coordinating follow-up appointments, remote consultations or other post-travel arrangements; and
• other concierge or journey-management services expressly set out in the Service Confirmation.

2.2 XinoVell is not a healthcare provider

XinoVell is not a hospital, clinic, medical practice, telemedicine provider or healthcare professional.

XinoVell does not provide:

• medical diagnosis;
• clinical assessment;
• medical advice or medical opinions;
• treatment recommendations;
• prescriptions;
• medical record screening or clinical interpretation;
• decisions concerning the suitability of any procedure, treatment or medication; or
• any service that is required by law to be performed by a licensed healthcare professional.

All clinical decisions, diagnoses, medical advice, treatment plans, prescriptions and medical procedures are made or provided independently by the relevant Healthcare Provider.

2.3 No substitute for professional medical advice

Information provided by XinoVell is for service coordination, journey planning and general informational purposes only.

Nothing communicated by XinoVell should be relied upon as a substitute for advice from an appropriately qualified healthcare professional.

3. Eligibility

You must be at least 18 years of age to purchase or use the Services.

XinoVell does not presently contract directly with persons under the age of 18.

By entering into these Terms, you represent that:

• you are at least 18 years old;
• you have legal capacity to enter into these Terms; and
• all material information you provide to XinoVell is, to the best of your knowledge, accurate and not misleading.

If you communicate with XinoVell on behalf of another adult, you must have that person’s authority to do so. We may request reasonable evidence of that authority.

4. Service Confirmation

4.1 Scope of Services

The precise Services to be provided in any engagement will be set out in the applicable Service Confirmation.

A Service Confirmation may specify:

• the Services;
• service dates or anticipated service period;
• Client requirements;
• XinoVell service fees;
• payment terms;
• included and excluded items;
• third-party arrangements;
• cancellation conditions; and
• any service-specific terms.

4.2 Order of precedence

If there is an inconsistency between the documents forming the agreement between XinoVell and the Client, the following order of precedence applies unless expressly stated otherwise:

• any expressly agreed special conditions;
• the applicable Service Confirmation;
• these Terms; and
• any other policy expressly incorporated by reference.

5. Commencement of Services

XinoVell may commence work once the applicable requirements stated in the Service Confirmation have been satisfied, which may include:

• acceptance of the Service Confirmation;
• acceptance of these Terms;
• payment of a deposit or service fee; and
• provision of information reasonably required to begin the Services.

Where you request us to commence work immediately, you acknowledge that XinoVell may begin undertaking customised work, contacting providers, making enquiries, planning an itinerary or otherwise allocating resources before the underlying journey takes place.

6. Healthcare Providers and Medical Resources

6.1 Provider identification and coordination

XinoVell may assist you to identify or contact Healthcare Providers by reference to matters such as:

• the type of service or specialty requested;
• location;
• timing and appointment availability;
• language preferences;
• travel requirements;
• stated budget preferences; and
• other non-clinical considerations.

6.2 No clinical endorsement

Where XinoVell identifies, presents, introduces or coordinates access to a Healthcare Provider, this does not constitute a clinical recommendation that the provider, treatment or procedure is medically appropriate for you.

The final choice of Healthcare Provider and all treatment decisions remain between you and the relevant healthcare professionals.

6.3 Independent providers

Unless expressly stated otherwise in writing, a Healthcare Provider displayed on, introduced through or contacted with the assistance of XinoVell is not:

• an employee of XinoVell;
• an agent of XinoVell;
• a joint venture partner of XinoVell; or
• an exclusive XinoVell provider.

Any commercial relationship between XinoVell and a Healthcare Provider does not affect that provider’s independent professional responsibility for clinical care.

7. Clinical Platform and Medical Records

7.1 Independent Clinical Platform

Where medical records or professional clinical review are required, XinoVell may direct you to an independent Clinical Platform.

The Clinical Platform is an independent business partner and is not part of XinoVell’s internal systems.

7.2 Clinical Platform services

Depending on its own service terms, a Clinical Platform may:

• receive medical records, imaging and test results;
• organise or translate medical information;
• facilitate review by licensed healthcare professionals;
• facilitate medical second opinions or remote consultations; and
• support other clinical workflows.

Your use of that platform is subject to its own terms, privacy policy and consent procedures.

7.3 XinoVell does not maintain your medical record

XinoVell’s ordinary website, CRM and email systems are not intended to receive or maintain complete clinical medical records.

XinoVell does not ordinarily retain:

• complete medical histories;
• health-screening reports;
• diagnostic imaging;
• pathology or laboratory reports;
• medical opinions;
• prescriptions;
• treatment plans; or
• other complete clinical records.

You should not send complete medical records through XinoVell’s general enquiry forms or ordinary email unless we expressly provide an approved method for doing so.

7.4 Limited administrative information

A Healthcare Provider or Clinical Platform may provide XinoVell with limited administrative information required to coordinate your Services, including:

• appointment availability;
• provider details;
• appointment dates;
• attendance requirements;
• expected service duration; or
• other non-clinical logistical information.

8. Fees and Payment

8.1 XinoVell fees

You must pay the XinoVell fees specified in the applicable Service Confirmation.

Unless otherwise stated, XinoVell’s fees are charges for XinoVell’s own journey-management, coordination, concierge and related Services.

8.2 Payment processing

Payments may be processed through Stripe or another payment method specified by XinoVell.

Where a third-party payment processor is used, its own contractual and privacy terms may also apply to its processing of payment information.

8.3 Healthcare fees

XinoVell does not collect or receive medical treatment fees on behalf of Healthcare Providers.

Fees for medical consultations, diagnostic services, procedures, treatment or other clinical services are payable separately in accordance with the relevant Healthcare Provider’s payment arrangements.

8.4 Estimates

Any healthcare cost, accommodation cost, travel cost or other third-party estimate communicated by XinoVell is provided for planning purposes only unless it has been expressly confirmed by the relevant Third-Party Provider.

9. Third-Party Costs

Unless expressly included in the Service Confirmation, the XinoVell fee does not include amounts charged by Third-Party Providers.

Such amounts may include:

• Healthcare Provider fees;
• Clinical Platform fees;
• accommodation;
• transport;
• interpreters;
• visas;
• insurance;
• courier or delivery costs; and
• other external services.

Where reasonably practicable, XinoVell will identify material third-party costs before committing the Client to the relevant third-party service.

10. Changes to Appointments and Third-Party Arrangements

Healthcare and travel arrangements may change for reasons beyond XinoVell’s control, including:

• doctor unavailability;
• hospital scheduling;
• clinical emergencies;
• bed or facility availability;
• equipment availability;
• changes in institutional policy;
• transport disruption; or
• other operational circumstances.

Where a confirmed arrangement changes, XinoVell will use reasonable efforts, within the scope of the Services purchased, to assist with rescheduling or alternative arrangements.

XinoVell does not guarantee the continuing availability of any particular Healthcare Provider, doctor, appointment time, procedure or third-party service.

11. Cancellation by the Client

11.1 Notice

You may request cancellation by giving XinoVell written notice.

11.2 Refund assessment

Where a Client cancels a Service, any refund will be determined reasonably having regard to:

• the Services already performed;
• work reasonably undertaken specifically for the Client;
• resources already committed;
• irrecoverable or non-refundable third-party costs;
• cancellation charges properly imposed by Third-Party Providers;
• the stage reached in the engagement; and
• any specific cancellation conditions in the Service Confirmation.

11.3 Services already performed

Where XinoVell has already performed material work, including provider research, provider communications, appointment coordination, itinerary preparation, booking activities or other customised work, XinoVell may retain that portion of the fee that reasonably corresponds to the Services already performed.

11.4 Third-party charges

Refunds of amounts paid directly or indirectly to a Third-Party Provider are subject to that provider’s applicable terms.

XinoVell does not guarantee recovery of non-refundable deposits, booking charges or third-party costs.

11.5 No penalty

Any cancellation amount retained by XinoVell is intended to reflect Services provided, resources reasonably committed and losses or costs reasonably incurred, and is not intended to operate as a penalty.

12. Cancellation by XinoVell

If XinoVell cancels Services for reasons attributable to XinoVell and cannot provide a reasonable substitute, XinoVell will refund the portion of the XinoVell fee attributable to Services not provided.

This does not require XinoVell to refund third-party costs that have already been validly incurred and cannot reasonably be recovered.

13. Client Responsibilities

You agree to:

• provide information reasonably required for the Services accurately and promptly;
• promptly notify XinoVell of material changes affecting your journey;
• review and confirm appointment, travel and booking information;
• comply with the rules and requirements of Healthcare Providers and other Third-Party Providers;
• attend appointments at the required time;
• provide complete and accurate medical information directly to the appropriate healthcare professionals where clinically relevant;
• make your own decisions concerning medical care in consultation with appropriately qualified professionals;
• pay all amounts properly due;
• maintain appropriate travel documentation; and
• behave respectfully towards XinoVell staff and Third-Party Providers.

XinoVell is not responsible for delays, additional costs or failed arrangements caused by materially inaccurate, incomplete or late information supplied by the Client, except to the extent that XinoVell has independently caused or contributed to the relevant loss.

14. Travel Documents, Visas and Entry Requirements

You are responsible for ensuring that you hold:

• a valid passport;
• any required visa or entry permission;
• any required transit documents; and
• any other documentation required for your journey.

Any information provided by XinoVell concerning visa, immigration or entry requirements is general journey-coordination information only.

Government requirements may change at short notice. You should verify applicable requirements with the relevant official authority having regard to your nationality, travel dates and circumstances.

15. Insurance

You are responsible for determining whether to obtain travel, medical, cancellation or other insurance.

Where requested and within the agreed Services, XinoVell may assist with administrative coordination concerning:

• documentation requested by an insurer;
• documentation requested by a Healthcare Provider;
• direct-billing processes; or
• claims administration.

Unless expressly authorised and appropriately licensed to do so, XinoVell does not:

• advise you which insurance product to purchase;
• represent an insurer;
• determine coverage; or
• guarantee payment, reimbursement or direct billing.

16. Medication and Cross-Border Delivery

Where an agreed Service includes administrative coordination relating to medication collection or delivery:

• medication must be lawfully prescribed or supplied by an appropriately authorised healthcare professional or pharmacy;
• XinoVell does not prescribe medication;
• delivery is subject to the laws and regulatory requirements of all relevant jurisdictions;
• certain medications may be prohibited, restricted or subject to permits, declarations or customs requirements; and
• customs authorities, carriers and regulators may delay, reject, seize or prohibit a shipment.

Any such service is subject to legal and practical availability at the relevant time.

17. Travel, Accommodation and Transport

Where XinoVell coordinates accommodation, transport or other travel services, the relevant hotel, carrier, driver, booking provider or other supplier remains responsible for providing the underlying service unless the Service Confirmation expressly states that XinoVell itself is the supplier.

The supplier’s own terms and cancellation policies may apply.

18. Timing and Journey Estimates

Any anticipated appointment timeline, treatment stage, recovery period, travel period or recommended length of stay communicated by XinoVell is a planning estimate based on information available at the time.

Actual timing may change due to:

• clinical assessment;
• investigation results;
• treatment decisions;
• recovery;
• provider availability; or
• other circumstances outside XinoVell’s reasonable control.

You should maintain reasonable flexibility in travel arrangements where medical services form part of your journey.

19. No Guarantee of Medical Outcome

Medical outcomes vary between individuals.

XinoVell does not warrant or guarantee:

• any diagnosis;
• any treatment outcome;
• any surgical result;
• any screening result;
• any rehabilitation outcome;
• any dental result;
• any TCM outcome;
• improvement in a health condition;
• acceptance of a Client by a particular doctor or institution; or
• the availability or suitability of any particular treatment.

Clinical risks, expected outcomes and alternatives must be discussed directly with the relevant Healthcare Provider.

20. Emergency Medical Situations

XinoVell does not provide emergency medical services.

If you believe you are experiencing a medical emergency, you should immediately contact the local emergency services or attend an appropriate emergency department.

You should not delay urgent medical care while awaiting a response from XinoVell.

21. Website and General Information

Information on the XinoVell website, in guides, articles, brochures, emails or other general materials may include information concerning:

• hospitals;
• specialists;
• medical technologies;
• health screening;
• Traditional Chinese Medicine;
• dental services;
• costs;
• waiting times; or
• healthcare in China.

Such information is provided for general information and service-planning purposes only.

It is not personalised medical advice and must not be treated as a representation that any particular service or treatment is suitable for you.

Provider personnel, services, technology, pricing and appointment availability may change. Current information provided by the relevant provider will prevail.

22. Privacy and Personal Data

XinoVell handles personal data in accordance with its Privacy Policy, as updated from time to time.

By using the Services, you acknowledge that you have had an opportunity to review that policy.

Where clinical information is submitted directly to an independent Clinical Platform or Healthcare Provider, that organisation’s own privacy notice and legal obligations apply to its handling of that information.

XinoVell will not be deemed to possess or control a Client’s complete medical record merely because it coordinates the Client’s health journey.

23. Authority to Communicate with Third Parties

For the purpose of providing the Services, you authorise XinoVell to communicate relevant administrative and logistical information to Third-Party Providers where reasonably necessary to arrange the Services you have requested.

This authority does not permit XinoVell to make medical decisions on your behalf.

Where separate consent is legally required before sensitive or clinical information may be disclosed, the relevant consent process must be completed before that disclosure occurs.

24. Intellectual Property

All intellectual property rights in materials created and owned by XinoVell, including its:

• brand;
• website content;
• guides;
• original written materials;
• templates;
• graphics;
• service methodology; and
• proprietary journey materials

remain the property of XinoVell or its licensors.

You may use materials supplied to you for your personal, non-commercial use in connection with the Services.

Nothing in these Terms transfers ownership of your personal information, records or documents to XinoVell.

25. Confidentiality

Each party must take reasonable steps to protect confidential information received from the other party in connection with the Services.

This obligation does not apply to information that:

• is publicly available other than through a breach of confidence;
• was lawfully known to the receiving party;
• is independently obtained from a lawful third-party source; or
• must be disclosed by law.

Nothing in this clause prevents XinoVell from disclosing information to a Third-Party Provider where reasonably necessary to provide the Services and permitted under applicable privacy law.

26. Standard of Care

XinoVell will perform the Services for which it is responsible with reasonable care and skill.

XinoVell does not warrant that a cross-border healthcare or travel journey will proceed without delay, alteration or disruption, particularly where the relevant event depends on an independent Third-Party Provider.

27. Third-Party Responsibility

Third-Party Providers are responsible for the services they independently provide.

Subject to applicable law, XinoVell is not responsible for the professional or operational acts or omissions of an independent Third-Party Provider merely because XinoVell:

• identified the provider;
• facilitated an introduction;
• coordinated an appointment;
• transmitted administrative information; or
• included the provider within a wider journey plan.

Nothing in this clause excludes liability to the extent that a loss was caused by XinoVell’s own breach of contract, negligence or other wrongful act.

28. Limitation of Liability

28.1 Non-excludable rights

Nothing in these Terms excludes or limits any liability or statutory right that cannot lawfully be excluded or limited.

In particular, nothing in these Terms purports to exclude liability for death or personal injury to the extent such liability cannot lawfully be excluded.

28.2 Indirect loss

To the fullest extent permitted by law, XinoVell will not be liable for loss that:

• is indirect or consequential;
• was not reasonably foreseeable when the relevant Service Confirmation was entered into; or
• does not have a sufficiently direct causal connection with XinoVell’s breach.

For a Client acting in the course of business, this may include loss of profit, business opportunity or goodwill.

28.3 Liability cap

To the fullest extent permitted by applicable law and subject to clause 28.1, XinoVell’s aggregate contractual liability arising from a particular Service Confirmation will not exceed the total XinoVell service fees actually paid by the Client under that Service Confirmation.

This limitation does not apply to fraud, wilful misconduct or any other liability that cannot lawfully be limited.

29. Client Indemnity

To the extent permitted by law, you indemnify XinoVell against reasonable third-party claims, losses, liabilities and costs arising directly from:

• your unlawful conduct;
• your material breach of these Terms;
• materially false information knowingly provided by you;
• your infringement of another person’s rights; or
• your unauthorised use of another person’s personal information.

This indemnity does not apply to the extent that the relevant loss was caused or contributed to by XinoVell’s negligence, breach of contract or wrongful act.

30. Force Majeure

XinoVell will not be in breach of these Terms to the extent that performance is prevented or materially delayed by circumstances outside its reasonable control, including:

• natural disasters;
• severe weather;
• epidemics or public-health emergencies;
• war, civil unrest or terrorism;
• government action;
• border restrictions;
• material visa or immigration changes;
• major transport disruption;
• hospital emergencies;
• infrastructure failure; or
• similar events beyond XinoVell’s reasonable control.

XinoVell will use reasonable efforts to mitigate the effect of the event and, where practicable, assist with revised arrangements.

This clause does not automatically entitle either party to retain money for Services that have not been provided, except for Services already performed and properly incurred non-refundable costs.

31. Suspension and Termination by XinoVell

XinoVell may suspend or terminate Services on reasonable notice if:

• you fail to pay an amount properly due;
• you materially breach these Terms;
• you knowingly provide materially false information;
• you engage in abusive, threatening or seriously inappropriate conduct towards XinoVell staff or a Third-Party Provider;
• you request XinoVell to engage in unlawful conduct;
• you repeatedly require XinoVell staff to make clinical decisions they are not qualified to make; or
• continuing the Services would expose XinoVell or another person to material legal, regulatory or safety risk.

Where Services are terminated, fees will be reconciled reasonably by reference to Services already performed, properly incurred costs and the circumstances giving rise to termination.

32. Effect of Termination

Termination of a Service does not affect:

• accrued payment obligations;
• rights arising before termination;
• third-party cancellation terms already applicable; or
• any provision intended by its nature to survive termination, including provisions concerning confidentiality, intellectual property, privacy, liability and dispute resolution.

33. Complaints

If you have a complaint about XinoVell’s own Services, you should contact XinoVell using the contact details stated in the applicable Service Confirmation or on our website.

We will review the complaint and respond within a reasonable period having regard to its nature and complexity.

Complaints concerning clinical diagnosis, treatment, professional conduct or medical outcomes should ordinarily be directed to the relevant Healthcare Provider or Clinical Platform.

34. Changes to these Terms

XinoVell may revise these Terms from time to time to reflect changes in law, regulation, technology, Services or business operations.

A revised version will apply prospectively from its stated effective date.

Unless required by law or expressly agreed with you, a revision will not materially reduce the Services already purchased under an existing Service Confirmation.

35. Assignment

You may not assign your rights under a Service Confirmation to another person without XinoVell’s prior written consent.

XinoVell may assign or transfer these Terms as part of a bona fide corporate reorganisation, merger, acquisition or transfer of business, provided that doing so does not materially reduce the Client’s accrued contractual rights.

36. Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible.

The remaining provisions will continue in force.

37. Waiver

A failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.

A waiver is effective only in relation to the circumstances for which it is given.

38. Entire Terms of Service

The applicable Service Confirmation, these Terms and any document expressly incorporated into them constitute the entire agreement between the parties concerning the relevant Services.

They supersede prior discussions and representations relating to those Services, except in the case of fraud or where applicable law prevents exclusion of a particular representation or right.

39. Third-Party Rights

Except where these Terms expressly provide otherwise, a person who is not a party to these Terms has no right to enforce any of its terms.

40. Governing Law

These Terms and each Service Confirmation are governed by the laws of the Hong Kong Special Administrative Region.

Nothing in these Terms is intended to deprive a consumer of any mandatory right or remedy that applies under a law which cannot validly be excluded by agreement.

41. Dispute Resolution and Jurisdiction

If a dispute arises, the parties should first attempt in good faith to resolve it through direct communication.

If the dispute cannot be resolved within a reasonable period, either party may commence appropriate legal proceedings.

Subject to any mandatory consumer-law jurisdiction that applies, the courts of the Hong Kong Special Administrative Region shall have non-exclusive jurisdiction in relation to disputes arising out of or in connection with these Terms.

42. Electronic Contracting

These Terms and a Service Confirmation may be accepted electronically, including by:

• electronic signature;
• online acceptance;
• ticking an acceptance box presented together with a link to these Terms;
• written electronic confirmation; or
• another electronic method that clearly records the Client’s agreement.

Electronic communications and transaction records may be retained as evidence of the agreement between the parties.

43. Notices

A notice under these Terms may be given electronically to the email address most recently provided by the receiving party.

A Client must keep his or her contact details reasonably current while Services are being provided.

Formal notices to XinoVell may be sent to the contact address or email address specified in the relevant Service Confirmation or on XinoVell’s website.

44. Language

These Terms may be made available in more than one language.

The English version is the governing version.

Any translated version is provided for convenience. If there is any inconsistency between the English version and a translation, the English version will prevail to the extent permitted by applicable law.

45. XinoVell Details

XinoVell Group Limited
Room 1508, 15/F
Office Tower Two, Grand Plaza
625 Nathan Road
Mong Kok, Hong Kong

Privacy: [email protected]
General service enquiries: as stated on the XinoVell website or applicable Service Confirmation.

Client Acknowledgement

By accepting the applicable Service Confirmation, the Client acknowledges that:

• the Client has read and agrees to these Terms;
• XinoVell is a health journey management and service coordination company and is not a Healthcare Provider;
• clinical advice, diagnosis and treatment are independently provided by qualified Healthcare Providers;
• Healthcare Providers, Clinical Platforms and other Third-Party Providers may be subject to their own terms;
• XinoVell does not ordinarily receive or maintain the Client’s complete medical record;
• the Client has had an opportunity to review XinoVell’s Privacy Policy; and
• the Client accepts the Services, fees and service-specific conditions stated in the applicable Service Confirmation.