Terms of Service

1. Scope and Provider

These Terms of Service ("Terms") govern your access to and use of the website https://the-key.health, the associated web application, and any mobile application (collectively, the "Platform"), operated by ACW Consulting GmbH, Nördliche Hauptstraße 20, 83700 Rottach-Egern, Germany, registered with the Amtsgericht München under HRB 310263, represented by Managing Director Alexander Weinig ("we", "us", or "The Key"). By registering for or using the Platform you enter into a binding contract with us on the basis of these Terms.

2. Services

2.1 The Platform uses an AI-based system to aggregate, structure, and visually present health and biometric data from connected third-party wearables and data sources — including, where you have authorised the connection, data retrieved via the WHOOP Developer API — along with other health metrics you provide or permit us to import. The AI system produces a structured Data Analysis Report that organises and presents your health data in visual and structured form. As part of this presentation, the AI system also: (a) statistically highlights data points that deviate materially from your personal historical baseline or from established laboratory reference ranges; and (b) sorts findings by the degree of statistical change since your previous report, placing the most changed values at the top. This highlighting and prioritisation is based solely on statistical deviation from measurable reference points. It does not represent a clinical assessment, a risk classification, or a medical opinion, and must not be read as such. The AI system does not draw clinical conclusions, assess the significance of any finding, or generate recommendations of any kind. On the basis of the Data Analysis Report — including the statistical highlights and prioritisation — a licensed physician independently reviews your data, applies their own professional medical judgment, determines the clinical relevance of any highlighted or prioritised finding, draws their own conclusions, and formulates a personalised Recommendation ("Recommendation"). No Recommendation is delivered to you before the physician has completed their independent review.

2.2 The Recommendations provided through the Platform are general health and wellness guidance. They do not constitute medical advice, a medical diagnosis, or the prescription of medicinal products and do not establish a physician-patient relationship between you and any doctor engaged by The Key. Notwithstanding doctor review, the Platform does not replace a personal consultation with your own treating physician. Always consult your treating physician before making changes to your health behaviour, medication, or treatment plan.

2.3 The physicians engaged by The Key act primarily as independent reviewers of aggregated health data, generating personalised Recommendations on the basis of that review. To the extent that any physician interaction with a user constitutes telemedicine within the meaning of § 7(4) Musterberufsordnung-Ärzte (MBO-Ä), such interaction is conducted in accordance with the applicable professional rules of the physician's Ärztekammer. Any such telemedicine interaction is limited to the specific Recommendation in question and does not give rise to an ongoing treatment relationship between you and the physician.

2.3 In a medical emergency, call the emergency services (Germany: 112) immediately.

2.4 We reserve the right to modify, expand, or discontinue individual features of the Platform at any time. We will give reasonable notice of material changes where technically feasible.

3. Registration and User Account

3.1 Use of the Platform requires registration. You must be at least 18 years of age to register. By registering, you confirm that all information you provide is accurate and complete and that you are legally capable of entering into a binding agreement.

3.2 You are responsible for keeping your login credentials secure and must not share them with third parties. You must notify us immediately at hello@the-key.health if you suspect unauthorised use of your account.

3.3 One account per person. You must not create multiple accounts or register on behalf of another individual without express authority.

3.4 Contract formation. Your registration on the Platform constitutes an offer to conclude a contract with us on the basis of these Terms. The contract is formed when we send you a registration confirmation by e-mail to your registered address. You should retain a copy of these Terms at the time of registration. All contractual communications between the parties shall be conducted in English or German at the user's preference. The Platform is available in English; where a German version of these Terms is made available, the English version shall prevail in the event of any inconsistency.

4. Connection of Third-Party Data Sources (including WHOOP)

4.1 The Platform integrates with third-party health data providers via their official APIs ("Third-Party Sources"). Where you connect a WHOOP device or account, data is accessed exclusively through the WHOOP Developer API under WHOOP's applicable developer and data terms. By connecting a Third-Party Source, you authorise us to retrieve and process the categories of data made available by that source.

4.2 WHOOP data (including recovery scores, strain scores, sleep data, heart rate, and respiratory rate) is used solely to generate your personalised Recommendations within the Platform. WHOOP data is not sold, sublicensed, or shared with any third party beyond what is strictly necessary to deliver the Platform service, in compliance with the WHOOP API Terms of Use.

4.3 WHOOP's proprietary health insights, coaching, analytics, and signature metrics (including Recovery, Strain, and Sleep scoring as branded WHOOP features) remain the exclusive property of Whoop, Inc. The Platform does not replicate, reproduce, or rebrand WHOOP's proprietary outputs; it uses the underlying data values made available through the official API.

4.4 The availability and functionality of Third-Party Sources are governed by their respective terms of use. We are not responsible for changes or interruptions to Third-Party Source services.

5. Intellectual Property

5.1 All content on the Platform that is created by us — including software, design, text, graphics, and algorithms — is protected by copyright and other intellectual property rights of ACW Consulting GmbH or its licensors.

5.2 We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for your personal, non-commercial health management purposes, subject to these Terms.

5.3 You must not copy, distribute, modify, create derivative works of, decompile, disassemble, reverse-engineer, or otherwise exploit any part of the Platform without our prior written consent.

6. User Conduct and Prohibited Uses

6.1 You agree to use the Platform only for lawful purposes and in accordance with these Terms and all applicable laws, including German data protection law.

6.2 You must not: (a) use the Platform to store, transmit, or process unlawful, defamatory, or fraudulent content; (b) attempt to gain unauthorised access to any part of the Platform, our servers, or data of other users; (c) use automated tools, bots, or scrapers to access or extract Platform data; (d) circumvent any technical protection measures; (e) use the Platform for any commercial purpose without our express written consent; (f) impersonate another person or entity; or (g) share your account with any third party.

6.3 If you upload or provide content (such as health notes or diary entries), you grant us a limited, non-exclusive licence to process such content solely for the purpose of providing the Platform services to you.

7. Fees and Subscription

7.1 Certain features of the Platform may be subject to subscription fees. Applicable fees, billing intervals, and payment terms will be disclosed to you clearly before purchase.

The Platform offers subscription plans with initial terms of 1 month, 3 months, or 12 months ("Subscription Term"), as selected at the time of purchase. At the end of each Subscription Term, the subscription renews automatically for a further period equal to the initial Subscription Term (i.e. 1, 3, or 12 months respectively), unless you cancel at least 1 month before the end of the current term. You may cancel your subscription at any time via the clearly labelled cancellation button in your account settings (Kündigungsbutton), which is provided in accordance with § 312k BGB. German statutory cancellation rights (including the right of withdrawal for distance contracts under §§ 312g, 355 BGB) apply.

7.3 Right of Withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (ACW Consulting GmbH, Nördliche Hauptstraße 20, 83700 Rottach-Egern, Germany, Telephone: 08022 187222, E-mail: hello@the-key.health) of your decision to withdraw from this contract by an unequivocal statement (for example a letter sent by post or an e-mail). You may use the model withdrawal form set out below, but it is not obligatory. Any other clear declaration of your decision to withdraw is equally effective.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse all payments received from you without undue delay and in any event not later than 14 days from the day on which we are informed of your decision to withdraw. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event you will not incur any fees as a result of such reimbursement.

If you requested that performance of the service begin during the withdrawal period (by providing the separate express consent and acknowledgement at checkout as required by § 356(5) BGB), you shall pay us an amount proportionate to what has been provided up to the point at which you communicate your withdrawal, in comparison with the full price under the contract (§ 357(8) BGB). Where the service has been fully performed with your prior express consent before you exercise your right of withdrawal, the right of withdrawal is extinguished upon full performance.

Model Withdrawal Form

(Complete and return this form only if you wish to withdraw from the contract)

7.4 Refund disputes must be raised with us within 30 days of the charge.

7.5 Payment methods. We accept payment by the methods displayed at checkout, which may include credit card, debit card, and SEPA direct debit. Available payment methods may vary by region and are updated from time to time. By providing your payment details, you authorise us to charge the applicable subscription fee at the start of each Subscription Term.

7.6 Failed payments and default. If a payment cannot be processed on its due date, we will notify you by e-mail and may suspend access to paid features of the Platform until the outstanding amount is settled. We will make at least two further collection attempts before suspending access. Statutory provisions on default interest (§ 288 BGB) apply from the date on which payment falls due. We will not terminate your account solely for non-payment without prior written notice giving you a reasonable opportunity to settle the amount owed.

7.7 Invoices and receipts. We will issue an electronic invoice or payment confirmation for each subscription payment. Invoices are made available in your account settings and sent to your registered e-mail address. Where required by applicable law, invoices will contain the information prescribed by § 14 UStG. Please retain invoices for your own records.

7.8 Price adjustments. We may adjust subscription fees with at least 30 days' prior written notice by e-mail. A price adjustment takes effect at the start of your next Subscription Term following expiry of the notice period. If you do not accept the adjusted fee, you may cancel your subscription before the adjustment takes effect in accordance with Section 7.2. Your continued subscription after the effective date constitutes acceptance of the new fee.

8. Health Data and Medical Disclaimer

8.1 The Platform processes special categories of personal data within the meaning of Art. 9 GDPR, including health data. Processing is based on your explicit consent pursuant to Art. 9(2)(a) GDPR, as set out in our Privacy Policy.

8.2 The Recommendations generated through the Platform are authored exclusively by a licensed physician engaged by us, on the basis of their independent review of the AI-generated Data Analysis Report. The AI system plays no role in formulating the Recommendation. While the Data Analysis Report includes statistical highlights and a prioritised presentation of data points, the physician independently determines the clinical relevance — if any — of each highlighted finding. Statistical prominence in the report does not equate to clinical significance. Recommendations do not constitute a medical diagnosis, therapeutic prescription, or the practice of medicine. They are intended as supplementary health information only.

8.3 The Platform is not a certified medical device (Medizinprodukt) within the meaning of Regulation (EU) 2017/745 (MDR) or the German Medical Devices Act (MPDG). It does not diagnose or treat disease.

8.4 If your health data suggests an acute medical risk, you must seek immediate medical attention. The Platform cannot replace emergency or urgent care.

9. Availability and Technical Requirements

9.1 We endeavour to maintain Platform availability but do not guarantee uninterrupted access. Planned maintenance will be communicated in advance where practicable. We are not liable for outages caused by events outside our reasonable control, including failures of Third-Party Source APIs.

9.2 You are responsible for ensuring that your device and internet connection meet the technical requirements to use the Platform.

9.3 In accordance with § 327f BGB, we will provide updates — including security updates — that are necessary to keep the Platform in conformity with the contract for the duration of your subscription. We will notify you of available updates through the Platform or by e-mail. You are responsible for installing updates within a reasonable period; we are not liable for lack of conformity resulting from your failure to install a notified update, provided we informed you of the update and the consequences of not installing it.

9.4 Force majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party's reasonable control ("Force Majeure Event"), including but not limited to natural disasters, pandemics or epidemics, acts of war or terrorism, civil unrest, actions of governmental or regulatory authorities, widespread internet or telecommunications failures, power outages, or failures of third-party infrastructure or API providers. The affected party will notify the other promptly upon becoming aware of a Force Majeure Event and will use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event affecting the Platform continues for more than 30 days, you may terminate your subscription without penalty and we will refund any prepaid fees for the unused portion of your Subscription Term.

10. Liability

10.1 We are liable without limitation for damage caused intentionally or by gross negligence, for damage arising from injury to life, body, or health, and for liability under the German Product Liability Act (ProdHaftG).

10.2 For ordinary negligence, our liability is limited to foreseeable damage typical for contracts of this type. Liability for ordinary negligence is excluded for breaches of non-material contractual obligations (non-wesentliche Nebenpflichten).

10.3 To the extent we act as a host for user-provided content, our liability is governed by the Digitale-Dienste-Gesetz (DDG) and Art. 6 of the Digital Services Act (DSA, Regulation (EU) 2022/2065, fully applicable since 17 February 2024). We are not liable for the accuracy, completeness, or currency of data retrieved from Third-Party Sources.

10.4 Nothing in these Terms affects your mandatory statutory rights under §§ 327 et seq. BGB (implementing Directive (EU) 2019/770 on contracts for the supply of digital content and digital services). In particular, you retain the right to remediation where the Platform does not conform to the agreed standard, and — where remediation is not provided within a reasonable period — the right to a proportionate reduction in price or to terminate the contract. These rights cannot be excluded or restricted by these Terms.

10.5 Set-off and assignment. You may only set off claims against us where your counterclaim is undisputed, has been finally determined by a court of competent jurisdiction, or is ready for decision. You may not assign or transfer your rights or obligations under these Terms to any third party without our prior written consent. We may assign our rights and obligations under these Terms to an affiliated entity or to a successor in connection with a merger, acquisition, or transfer of all or substantially all of our business or assets, provided that your rights under these Terms are not materially prejudiced by such assignment. We will notify you in writing of any such assignment.

11. Term and Termination

These Terms apply for the duration of your use of the Platform. Either party may terminate the contractual relationship by giving at least 1 month's notice to the end of the then-current Subscription Term. For free or non-subscription use, either party may terminate with 30 days' written notice. We may suspend or terminate your account immediately if you materially breach these Terms or if continued provision of the service would be unlawful.

11.2 Upon termination, your right to access the Platform ceases. We will handle your personal data in accordance with our Privacy Policy and applicable law.

12. Changes to These Terms

We may update these Terms from time to time. The type of change determines how your agreement is obtained:

(a) Minor and editorial changes (such as formatting corrections, clarifications, cross-reference updates, or renumbering that do not affect your rights or obligations): we will notify you by e-mail or in-Platform notice at least 14 days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance of such changes.

(b) Material changes (including changes to fees, the scope of services, or your core rights or obligations): we will notify you by e-mail or in-Platform notice at least 30 days before the proposed effective date. Material changes require your active agreement — you will be asked to confirm acceptance by a clear affirmative action (such as clicking an acceptance button) before or upon your next login after the effective date. Continued use of the Platform alone does not constitute acceptance of material changes. If you do not accept a material change, you may terminate your account without penalty before the effective date; we will confirm termination in writing and process any applicable refund in accordance with Section 7.

13. Governing Law and Jurisdiction

13.1 These Terms are governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

13.2 If you are a consumer resident in another EU Member State, you also retain the protection afforded by the mandatory provisions of the law of your country of residence.

13.3 The place of jurisdiction for all disputes arising from or in connection with these Terms is Munich (München), Germany, to the extent permitted by applicable law.

14. Online Dispute Resolution and Consumer Arbitration

The European Commission provides an online dispute resolution (ODR) platform: https://ec.europa.eu/odr. Our email address for ODR purposes is hello@the-key.health. We are not obliged to participate in dispute resolution proceedings before a consumer arbitration board and do not currently do so voluntarily.

15. Severability

If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the economic purpose of the original provision.

16. Further Provisions

16.1 Entire agreement. These Terms, together with our Privacy Policy and any additional terms applicable to specific features, constitute the entire agreement between you and us in relation to the Platform and supersede all prior representations, understandings, and agreements relating to the same subject matter.

16.2 Language. These Terms are drawn up in English. All formal notices and communications arising under these Terms shall be in English or German. Where both language versions of any communication are provided, the English version shall prevail in the event of conflict.

16.3 Electronic communications. You agree that we may send notices, invoices, and other communications required or permitted under these Terms to your registered e-mail address. Such communications are deemed received on the date of dispatch. You are responsible for keeping your e-mail address current. Where a specific form of communication is required by law (e.g. written notice for cancellation), we will comply with that requirement.

16.4 No waiver. A failure or delay by either party to exercise any right or remedy under these Terms does not constitute a waiver of that or any other right or remedy and does not prevent or restrict any further exercise of that or any other right or remedy.

16.5 Consumer rights savings clause. Nothing in these Terms limits or excludes any right you have as a consumer under mandatory applicable law. Where any provision of these Terms is inconsistent with a mandatory rule of consumer protection law applicable in your jurisdiction, that mandatory rule shall prevail to the extent of the inconsistency. This applies in particular to your rights under the BGB, the EGBGB, and applicable EU consumer protection directives.

17. Contact

ACW Consulting GmbH | Nördliche Hauptstraße 20 | 83700 Rottach-Egern | Germany | Telephone: 08022 187222 | E-mail: hello@the-key.health