Vitality at Work Enterprise

 1.1 What these terms cover
These terms and conditions (“Terms”) govern your use of the Vitality at Work Enterprise service (the “Service”), defined in more detail in clause 3.1.

1.2 These Terms do not govern your download, installation and use of the Vitality application itself (the “App”). Your download installation and use of the App is governed by the end user licence agreement that you agreed to via the app store from which you downloaded the App.

1.3 These Terms do not govern how we use your personal data. For information on how we use your personal data, and your rights in respect of that personal data, please see our privacy notice.

1.4 Why you should read them
Please read these Terms carefully before you accept them in accordance with clause 2. These Terms tell you who we are, how we will provide the Service to you, the restrictions we place on your use of the Service, how you and we may change or end the contract between us as detailed in clause 7.1, what to do if there is a problem and other important information.

1.5 Who we are
We are Vitality at Work Enterprise, a trading name of Vitality Healthy Workplace Limited a company registered in England and Wales. Our company registration number is 10840679 and our registered office is at 5th Floor East, 80 Strand, London, United Kingdom, WC2R 0DT. Our VAT registration number is 296088261

1.6 How to contact us
You can contact us by email on [email protected] or by using the “contact” section of the App.

1.7 How we may contact you
If we have to contact you, we will do so via the Service, by email or by telephone.

1.8 “Writing” includes emails
When we use the words “writing” or “written” in these Terms, this includes emails.

1.9 Language
These Terms are only available in English, and are only concluded in English.

2.1 When we deem these Terms accepted
You agree to these Terms and form a contract with us (“Agreement”), by logging into the Service, or by otherwise using the Service. Therefore, please read them carefully before doing any of these things.

2.2 How long does the Agreement remain in effect?
The Agreement will continue to apply to your use of the Service:

2.2.1 for so long as you continue to use the Service or, if longer, maintain your account with the Service; Or

2.2.2 until terminated in accordance with these Terms (see clause 7).

3.1 What is the Service?
We will provide the Service to you in accordance with the service description provided on the app store you downloaded the App from, as updated from time to time (the “Service Description”).

3.2 How quickly will you have access to the Service?
In most cases, your access to the Service will be immediate once you have created your account and followed the instructions given to activate it. However, in some circumstances it may take us longer to give you access to the Service, in which case we will begin providing you access to the Service within a reasonable time.

3.3 To what standard is the Service provided?
We will use reasonable skill and care in providing the Service. However, we cannot guarantee that the Service will always be available, be uninterrupted or be error free.

3.4 Who should I contact if I have an issue with the Service? Please contact us using the contact details provided in clause 1.6.

4.1 What are Member Entitlements?
You may be entitled to, or may earn, certain services, benefits and rewards (“Member Entitlements”) through your use of the Service. The Member Entitlements available to you may vary from time to time depending on:

4.1.1 the arrangements we have in place with the providers of Member Entitlements (each an “Entitlement Provider”); and

4.1.2 the Member Entitlement package that your employer has purchased. The Member Entitlements available to you are listed in the App.

4.2 Who provides the Member Entitlements?
We only make the Member Entitlements available to you through the Service. When you redeem the Member Entitlement, or attempt to redeem the Member Entitlement, your legal relationship in respect of the Member Entitlement is with the Entitlement Provider and you should familiarise yourself with the terms and conditions on which they do so. These are typically made available to you at the time you redeem your Member Entitlement or sign up to the Entitlement Provider’s service.

4.3 Our responsibility for the Member Entitlements
As we have no control over the provision of the Member Entitlements, we cannot accept any responsibility or liability where any of the Member Entitlements do not meet your expectations, or where the Entitlement Provider fails to provide the Member Entitlement. Our sole responsibility in relation to Member Entitlements is to inform the Entitlement Provider that you are entitled to the Member Entitlement or, where relevant, to provide you with a voucher or code to obtain the Member Entitlement from the Entitlement Provider.

4.4 Who should I contact if I have an issue with a Member Entitlement?
Whilst we do not accept responsibility or liability for Member Entitlements, please contact us if you have an issue with a Member Entitlement and we will use reasonable endeavours to either resolve your issue with the Entitlement Provider on your behalf or provide you contact details so that you may do so directly.

5.1 We impose certain restrictions on your use of the Service
We impose certain restrictions on your use of the Service for the protection of other users of the Service, and ourselves, which we detail in this clause 5.

5.2 What happens if I do not comply with these restrictions?
Failure to comply with these restrictions may result in us suspending or terminating your access to the “Service” and the Member Entitlements (see clauses 6 and 7).

5.3 Harmful acts
You must not do anything, or cause anything to be done, which may harm us, the Service, or any of the Service’s other users, including but not limited to:

5.3.1 circumventing technical measures or restrictions controlling access to or use of the Service, or gaining or attempting to gain any greater level of access to the Service, or the systems underlying it, than we have granted to you;

5.3.2 damaging, disabling or impairing the Service, attacking it, or using it to attack or as a means of attacking any other system, computer or network;

5.3.3 carrying out penetration testing against the Service without our prior written consent; or

5.3.4 otherwise degrading the performance of the Service or circumventing the Service’s security measures, and you must not attempt to do any of those things.

5.4 Infringement of a person’s rights
You must not upload to the Service any content or material:

5.4.1 that is unlawful, defamatory, obscene, pornographic, abusive, harassing, or which tends to promote discrimination against any person or class of persons on the basis of a characteristic protected by applicable law; or

5.4.2 which infringes or is reasonably likely to infringe the intellectual property rights or other rights of any person, or misappropriates or misuses the trade secrets of any person, or which is likely to result in a breach of any obligation of confidence owed to any person.

5.5 Criminal acts
You must not use or misuse, nor attempt to use or misuse, the Service in any way that is criminal or otherwise unlawful in any relevant jurisdiction, or in any way in connection with criminal or otherwise unlawful acts.

5.6 You cannot transfer this Agreement to someone else, or share it with someone else
Access to the Service and the Member Entitlements is restricted to persons that have been allocated access by their employer. An employer pays us for access to the Service specifically for you. If another person is allocated access by their employer, they can download the App and sign-up for the Service independently.

6.1 In what circumstances may we suspend the Service?
We may suspend the Service, or your access to the Service, where:

6.1.1 you fail to comply with any of the restrictions set out in clause 5 (in which case we may, at our discretion, suspend your access permanently, for a specific time period or until you take certain steps to rectify the situation);

6.1.2 we need to perform maintenance on the Service, for instance to alter it or fix it;

6.1.3 due to events outside our control, although we will take steps to minimise the effect of such events; or

6.1.4 your employer, or other person that pays for the Service on your behalf, has failed to pay sums due under our agreement with them or otherwise breaches our agreement with them.

6.2 How will we suspend the Service?
Where reasonably possible given the circumstances, we will give you advance notice of any period during which the Service will be suspended, or if we are suspending your access due to breach of clause 5. We will not provide any advance notice where either immediate suspension is necessary to protect us, the Service and/or other Service users, or where maintenance is unplanned and necessary to resolve an issue that has significant impact on us and/or Service users.

6.3 Member Entitlements during suspension
We are under no obligation to make Member Entitlements available to you via alternative means whilst the Service is suspended.

7.1 In what circumstances may we terminate the Service?
We may terminate our Agreement, and therefore your access to the Service and Member Entitlements where:

7.1.1 you fail to comply with any of the restrictions set out in clause 5, which we may do without giving you notice;

7.12 you materially breach these Terms, and that breach is not possible to remedy, which we may do without giving you notice;

7.13 you materially breach these Terms, the breach is remediable, and you fail to remedy the breach within 14 days of us notifying you that you are in breach (and we shall not be required to give any further notice to so terminate);

7.1.4 we are withdrawing the Service, and we give you at least 14 days written notice that we are terminating our Agreement; or

7.1.5 our agreement with your employer, or the person that pays for the Service on your behalf, expires or is terminated by them or us, in which case we shall terminate our Agreement without giving you notice.

7.2 In what circumstances can you terminate the Service?
You may terminate this Agreement at any point by deleting the App and emailing us to request that your account be disabled. However, doing so will mean you will no longer be able to access the Service, and therefore the Member Entitlements. Whilst that is the easiest way to terminate this Agreement, you are also able to do so by phone or email, provided we are able to adequately identify you.

8.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or for 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 our Agreement was made, both we and you knew it might happen.

8.2. Damage to property or digital content caused by the Service
If the Service damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill in providing the Service we will, at our discretion, either repair the damage or pay you compensation.

8.3. Limit on our liability
Except as set out in clauses 8.4 and 8.5 below, the total amount of our liability to you is capped at £50 . This cap on our liability will not limit your right to repeat performance.

8.4. 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, for fraud or fraudulent misrepresentation or for breach of your legal rights under consumer legislation.

8.5. We are not liable for business losses. We only supply the Service for domestic and private use. If you use the Service for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.