User Terms- Wellics

Last updated on 25 April 2023

These terms and conditions (terms) govern how we, Wellics Limited of 20-22 Wenlock Road, London, Ν1 7GU (we, us, our) provide our website, platform, app, content, feature and other services (each, a service) to our users (you, your, user).

Our terms apply

1. By accessing or using our service you agree and accept these terms in your personal capacity. In addition, where you are accessing, using or receiving our service as an admin user on behalf of our corporate customer (for example your employer), you represent and warrant that you are authorised and that you hereby accept and agree to these terms for and on behalf of that corporate customer which shall be bound by these terms, and you, your and user shall be construed accordingly.
2. Additional terms and conditions may apply to you as explained in the "Third party terms and conditions may apply" section below.
3. You must comply with our terms prior to any interaction with our service. If you do not agree with our terms you must not access or use our service. You are responsible for ensuring that all persons who access our service through your internet connection are aware of these terms, and that they comply with them.
4. We may amend these terms from time to time. We will notify you of any significant changes. However, by continuing to access or use our service, you agree to be bound by our latest terms.
5. You represent that you are over the age of 18 and you must not access our service if you are not.

2. Your service account

1. Before you start using our platform, app and certain other services, you must set up your user account and provide certain information about yourself.
2. If you wish to place orders for products in our service, you will be asked to provide your billing and shipping information, which we shall use to facilitate the completion of your order.
3. We will rely that the information provided by you is true, accurate and complete, and you shall let us know if there are any changes.
4. Payments will be handled through our third party payments processor. You represent that you are authorised to use the payment method presented by you.
5. You must safeguard your account access credentials and not share them with anyone.

3. Your responsibilities

1. You agree that you are solely responsible for:
a. not using our service for any prohibited or unlawful use;
b. complying with our user manual and instructions in relation to the use of our services;
c. the security and confidentiality of your account access credentials and you must let us know without delay if you suspect that your account access credentials are known to another person or have otherwise been compromised;
d. securing your device by appropriate means such as antivirus, antimalware, firewall and other appropriate security measures;
e. ensuring that the device used to access our service is owned by you, that it meets minimum hardware requirements, is appropriately configured and secured, is connected to an appropriate network, and is always updated to the latest version of its operating system and other critical software;
f. all costs and expenses you may incur in relation to your use of our service; and
g. other responsibilities set out in these terms and other matters within your control.

4. Your use of our services

1. You may use our services only for your own personal and non-commercial information purposes and use of features which are available to you from time to time as reasonably envisaged by us.
2. We are the owner or the licensee of all intellectual property rights in our services including but not limited to video, blog, podcast and any material published in or generated by our service and for the avoidance of doubt, including the layout, design, format, arrangement or structure of such material. Those works are protected by copyright laws and treaties around the world and we may be bound by restrictions under a contract. We reserve all rights. You may print off one copy, and may download extracts, of any page(s) from our service for your personal and non-commercial use. Other than that, you are not permitted to publish, disclose, use to create derivative works or otherwise use in whole or in part any material published in or generated by our service.
3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying materials or text.
4. Our status (and that of any identified contributors) as the authors of our service must always be acknowledged. You must not use any part of our service for commercial purposes without obtaining a licence to do so from us and our licensors.
5. If you print off, copy or download any part of our service in breach of these terms, your right to use our service will cease immediately and you must, immediately upon request, return and destroy any copies of our and our licensors' materials you have made.
6. If you link to our service, you must comply with the section "Linking to our service" below.
7. If you wish to link to or make any use of content in our service other than set out above, please contact us.
8. Admin users. Admin users of our platform may have access to certain features, functionalities, information, reports and other admin materials which are intended for use by our corporate customer (on whose behalf the admin user acts) for the purpose set out in the relevant corporate customer terms and conditions.
9. We grant each admin user, subject to these terms, for the term of the customer terms and conditions, a non-exclusive, worldwide, revocable, non-transferable licence without the right to sublicence to use such admin materials solely for such purpose and in no other way.
10. You must not share any such admin materials with any third party, disseminate them within a wider group of people, use them in presentations or other public or private performance, or use them for any secondary purpose.

5. Service availability, change and suspension

1.Each service is provided on an ‘as is’ basis and neither we nor any third party makes any representation or gives any warranty or guarantee, whether express or implied, that any service is available, compatible, error-free, consistent, risk-free, of good quality or fit for any purpose.

2.We reserve the right to amend, modify, discontinue or remove any service at any time and you should not rely on any service as a permanent source of information or utility.

3.We do not guarantee that any service will always be available or be uninterrupted. This is because each service is provided via the internet and interruptions, delays and other technical problems are unavoidable.
4. We may suspend or restrict the availability of any or all services at any time without notice, for example, for security, business, legal or operational reasons. We will try to give you reasonable notice of any prolonged suspension or withdrawal of any service.

6. Information you can access in our service

1. Although we make reasonable efforts to update the information in each service, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete, up to date, relevant, fit for purpose, based in fact or error-free and must not be relied upon.
2. The information in our service is provided ‘as is’ for general information only and without taking into account your personal circumstances. It is not intended to amount to advice or a call to action or inaction on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of our information.
3. Our service may include information provided by third parties such as other users in leader boards, bulletin boards, chat rooms, video content and third party services. Such information is not verified or approved by us and you could be exposed to objectionable information. The views expressed by third parties in the service do not represent our views or values.
4. All information in our service is indicative and subject to change without notice and may be out of date at any given time. 
5. To the extent permitted by law, neither we nor any third party shall be responsible for any loss or damage that you may incur, either directly or indirectly, arising from any action or inaction that you take or do not take based on any information provided by us or any third party in our service.

7. Placing orders for products in our services

1. By placing an order for a product through our service, you make an unconditional offer to purchase the product. We accept your offer by sending you a confirmation of dispatch of the product.
2. We reserve the right to cancel any order at any time due to product availability, error in the product description, error in your order, suspected fraud or unauthorised or illegal transaction.
3. We reserve the right to revise our price at any time prior to accepting your order. Further, we reserve the right to revise our price after accepting your order in the rare event of any government action affecting our performance, change in our customs obligations, increased cost such as shipping charges, higher foreign exchange costs and any other significant matter beyond our control. In each such case, your order will be cancelled and you can decide if you wish to repurchase at the revised price, subject to availability.
4. By using this form [INCLUDE SEPARATE LINK TO FORM WHEN YOU START SELLING PRODUCTS ONLINE], you can cancel your order without reason within 14 days from receipt of the product or our acceptance of your order for digital content. To do so, you must meet the cancellation deadline and return the product to us.
5. Upon cancellation, we will reimburse the price paid by you and the delivery charges for the least expensive type of delivery. We will do so, by returning payment to your original payment method free of transaction charge to you.
6. You must return the product at your cost within 14 days of your cancelation. We may also charge you if the value of the product has been decreased due to your act or omission.
7. Your cancellation right will not apply to a product unsuitable for a return, a perishable product, product removed from its original packaging, personalised product, or a product which has been consumed
8. We are constantly updating our offerings of products on the service. The products available in our service may be incorrectly priced, described inaccurately, or unavailable, and we may experience delays in updating information regarding our products in the service and in our advertising on other websites. We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

8. Your content

1. Our service may allow you to post, upload or otherwise provide (including by way of a connected fitness device) information about various matters, including your lifestyle choices and habits, daily wellness activities, and other information.
2. While, as between us and you, you retain any and all rights to and in your content, by providing your content, you represent that you have all necessary rights in and to your content to provide it to us, and you grant us a worldwide, non-exclusive, perpetual, royalty-free, irrevocable, transferable licence, with the right to sublicence, to use, reproduce, modify, publicly perform, distribute, create derivative works and otherwise use your content on or in connection with our service.
3. We reserve the right, but shall have no obligation, to remove and/or modify any of your information which does not comply with our terms and suspend or limit your use of our service.
4. We may need to disclose your identity to any third party who is claiming that your information constitutes a violation of their intellectual property right, right to privacy or other right.
6. We do not backup all information regularly and we do not guarantee there will be no loss or corruption of data.
6. In relating to any suggestions, ideas, innovations and other feedback you provide to us, you assign to us all rights, title and interest in and to any such feedback. If for any reason such assignment is ineffective, you agree to grant us an exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify and exploit such feedback without restriction.

9. Prohibited acts

1. You must not use our service in any way that:
a. causes loss or damage to our user, service or us;
b. gives rise to liability;
c. is in any way excessive or causes a material degradation in our service; or
d. makes any alteration to our service.
2. You must not conduct, instigate or authorise any:
a. text or data mining or scraping in relation to our service including by way of any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of our service, and we expressly reserve such use of our works and the works of our licensors; or
b. automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
3. You must not do or attempt to do any of the following:
a. copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion, of our service in any form or media or by any means;
b. decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of our service;
c. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, otherwise make our service available to any third party other than another user;
d. use all or any part of our service or related materials in connection with another service, content or information which is similar or could compete with the same; or
e. obtain, or assist third parties in obtaining access to our service.
4. You must not share any content or information which:
a. is not yours or licensed to you with the right to grant us the licence under these terms;
b. is not accurate, reliable and appropriate;
c. is unlawful or promotes unlawful activity or violence;
d. is false or misleading;
e. is defamatory;
f. is obscene, offensive, hateful, inflammatory or mean-spirited;
g. is discriminatory, including references or commentary about religion, race, sexual orientation, gender, age, disability, national/ethnic origin, or other targeted groups;
h. is likely to harass, upset, disgust, embarrass, alarm or annoy any other person;
i. contains advertising;
j. infringes any contract or right;
k. impersonates any person or entity; or
l. breaches any legal duty or law.
5. You must not conduct, instigate or authorise any:
a. attempt to gain unauthorised access to our service, the server on which our service is stored or any server, computer or database connected to our service;
b. denial-of-service attack on our service;
c. conduct or request that any other person conducts any load testing, penetration testing, security vulnerability scanning or similar activity on the services; or
d. introduction of a virus, trojan, worm, logic bomb or other material that is malicious, technologically harmful or seeks unauthorised access to information.
6. Our terms shall not restrict activities which are permitted by law. For example, you may be permitted by law to take limited action to achieve interoperability of our service with other technology in limited circumstances. However, we encourage you to contact us first as we may be able to help achieve this. Any such permission at law shall be excluded to the fullest extent possible at law.
7. Some of the prohibited activities could, if carried out, constitute a criminal offence. We will report any suspected criminal offence (e.g. hacking of our systems) to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. Your right to use our service will cease immediately.

10. Notice and take down process

1. If you are a copyright owner, or authorised on behalf of one, and you believe that your copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through our service, you must submit a written notice to us using our contact form and include a detailed description of the alleged infringement.

2. Your notice must include the following information:

a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
b. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
c. Identification of the URL or other specific location on our service where the material that you claim is infringing is located.
d. Your address, telephone number, and email address.
e. A statement that you have a good faith belief that the disputed use is unauthorised.
f. A statement made under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner's behalf.

3. Upon receipt of a notification, we take such action as we reasonably deem appropriate based on our internal review processes, including removal of the disputed content from our service.

4. You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any content is infringing your or any third party's copyright.

11. Linking to our service

1. You may link to our service, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. We reserve the right to amend or withdraw this linking permission at any time without notice.

2. You must not establish a link:

a. in such a way to suggest any form of association, approval or endorsement on our part where none exists;
b. in any website or online property that is not owned by you;
c. other than to our home page;
d. by way of framing our service; or
e. to any unlawful content or service including without limitation any content or service which gives rise to a risk of fraud.

12. Our responsibility

1. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these terms or our failing to use reasonable care and skill but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
3. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for loss or damage caused by your failure to comply with your obligations, such as you failing to correctly follow installation or other instructions.
4. If you use our service for any commercial, business or re-sale purpose (in breach of these terms) we will have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity.
5. Subject to the foregoing, except where our liability cannot be limited by law, our entire liability to you in connection with or arising from your access to or use of our services shall be limited to £50.

13. Suspension and termination for cause
1. If you breach, or if we reasonably believe that you have breached, these terms or the law we may take appropriate action against you, including:
a. issue of a warning to you;
b. immediate suspension or termination of your access to our service and your account;
c. legal proceedings against you, including for reimbursement of all loss, damage and costs (reasonable legal fees) resulting from your breach; and
d. disclosure of relevant information to law enforcement authorities and your organisation.
2. We will terminate your access to our service and your account by notice with immediate effect if our customer terms and conditions are terminated or if you are no longer personnel of our customer.
3. Upon suspension or termination your right to use our service will cease immediately.
4. If you wish to terminate your access to our service and your account, you may simply discontinue using the service and use available functionality to delete your account data.

14. Data Protection

1. We are controller in relation to your personal data.
2. Please see our privacy notice for more information about how we process your personal data.
3. We will carry out analytics in relation to your use of the services for product development, optimisation, statistical and similar business purposes.

15. Third party terms and conditions may apply

1. You must comply with additional platform rules and terms if you download or access our service through a distribution platform such as Apple App Store or Google Play Store.
2. Our service may contain links to third-party services that are not owned or controlled by us. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services. We strongly advise you to read the terms and conditions and privacy policies of the third-party service provider.

16. Security

Although we use reasonable endeavours to ensure that our service will be secure or free from bugs or viruses, we cannot guarantee it.

17. General

1. If you have any concern or dispute about any Service, you agree to first try to resolve it by contacting us in writing.
2. These user terms are governed by English law, and you and we both agree that the courts of England shall have exclusive jurisdiction, except that if you are a resident of Northern Ireland or Scotland, you may also bring proceedings in those countries.
3. We may transfer our rights and obligations under these user terms to another organisation, for example, if our business is transferred or merged with another company.
4. These terms are between you and us. No other person shall have any rights to enforce any of these user terms, except for our customer who may enforce the terms against you if authorised by us.
5. If any provision of these user terms is held to be unlawful and/or unenforceable it shall be deemed deleted, but all the remaining provisions of these user terms will continue in full force and effect.
6. You represent and warrant that you are not located in a country that is subject to any other country's sanctions regime.
7. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these user terms shall not affect either your or our ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

USER TERMS

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