TERMS AND CONDITIONS OF SALE – SERVICES
Background
These Terms and Conditions explain the basis under which the Service Provider will provide the Services to the Client for the price described at clause 5.
The Client should read these Terms and Conditions carefully to make sure that they understand what is agreed.
Definitions
In these Terms and Conditions, the following words and phrases have the following meanings:
Word / Phrase | Meaning |
|---|---|
‘Ecosystem’ | Our website, service products, related apps, employees, employers, contractors and other clients connected via our digital platforms |
‘Service duration period’ | The binding contracted minimum length a selected service is due to last |
‘Payment cover period’ | The length of a service that each payment covers whether in part or in full |
‘Terms and Conditions’ | This document detailing the rights and responsibilities of the Parties |
‘Services’, ‘Service Products’, ‘Products’ | The services that the Client is purchasing |
‘Service Provider’ | The person or company selling the Services; contact details at the end of these Terms and Conditions |
‘Party’ | Either one of the Client or the Service Provider |
‘Parties’ | The Client and the Service Provider |
‘Confirmation of Acceptance’ | The Service Provider’s confirmation that the Client’s order has been accepted and a binding agreement has been formed for the supply of the Services |
‘Client’ | The person or company buying the Services |
Services
2.1 The service provider is under a legal duty to supply the services using reasonable care and skill.
2.2 The services will be performed so far as reasonably practicable, at such time or times as the service provider shall decide. Any times, dates or periods given by the service provider for provision of the services are estimates only. The service provider will make reasonable efforts to comply with any such time estimates, and will perform the services within a reasonable time. However, time is not of the essence in respect of the service provider’s performance of the services.
Terms of use
3.1 Children (minors)
Our website, services, products, and related apps are not for use by children and are not directed to children. Unless we expressly state otherwise, or a minor has obtained prior documented consent via their primary health care provider and legal guardian followed by approval; in order to use our website and/or receive our services, you must be at least 18 years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into these terms as a binding agreement. You are not allowed to use the website and/or receive services if doing so is prohibited in your country or under any law or regulation applicable to you.
3.2 Health disclaimer
Our website, service products and related apps provide general health information, nutritional and other fitness advice and references to other resources and are intended only to assist users in their personal wellness efforts. We are not a medical organisation and cannot give you medical advice or diagnosis. Nothing contained in our website, service products and related apps should be construed as such medical advice or diagnosis. The information and reports generated by us should not be interpreted as a substitute for doctor or specialist consultation, evaluation, or treatment.
You are urged and advised to seek medical advice from your primary health care provider before beginning any personal wellness efforts or regimen. Our website, service products and related apps are intended for use only by healthy adult individuals. Unless we expressly state otherwise, or minors, pregnant women, or individuals with any type of health condition have obtained prior documented consent via their primary health care provider or / and legal guardian followed by approval; our website, service products and related apps are not intended for use by minors, pregnant women, or individuals with any type of health condition. Such individuals are specifically warned to seek professional medical advice from a primary healthcare provider, prior to initiating any form of personal wellness efforts or regimen with us.
3.3 Further terms of use and details
Our terms of use apply to the use of our website, service products and related apps, regardless of how you access it. Please see and read our separate terms of use for more detailed information carefully before you proceed.
Ordering
4.1 By ordering services from the service provider, the client makes an offer to buy the services for the price given by the service provider. There is no binding contract between the parties at the time when the order is made.
4.2 The service provider will contact the client by email to confirm the order. This confirmation of acceptance is the service provider’s acceptance of the order made by the client. When the confirmation of acceptance is received, there will be a binding contract between the parties in accordance with these terms and conditions. The binding contract will only be for the services that are included in the confirmation of acceptance.
Price and payment
5.1 The client must make payments in accordance with any schedule agreed with the service provider – as summarised in clause 6. Vat will be charged where applicable at the rate prevailing at the time that payment is due.
You will be provided with options to make payments for your selected service product. This will fall into 2 main categories:
5.1.1 Recurring payments
If you have selected a recurring payment option you will be charged on the day you make your purchase and re-charged on the same date each month or year until the service duration period comes to the stipulated end.
5.1.2 Paid in advance
If you have selected a paid in advance option you will be charged on the day you make your purchase for the stipulated service duration period that the payment covers.
5.2 Paid in advance: payment cover period is the same as service duration period
If the payment cover period is the same as that of the service duration period, you will not need to make any further payments and your subscription will automatically come to an end once this period has been expended.
5.3 Paid in advance: payment cover period is less than the service duration period
If the payment cover period falls short of the service duration period stipulated, you will need to make the required payments prior to the expiration of the payment cover period in order to comply with the stipulated service duration period (I.e. for bi-annual payment cover period payments for a 1 full year (12 months) service duration period service product, the second payment must be made at the very latest within the 5th month after your original payment).
5.4 Where an estimate of the total price has been provided by the service provider, the final price for the services may be higher or lower than the estimate. Circumstances where the price may be different from an estimate include, but are not limited to:
5.4.1 The services taking longer to complete than could have reasonably been anticipated;
5.4.2 The client making any changes to the services after the price is agreed; or
5.4.3 Changes to the prices charged by any of the service provider’s suppliers.
5.5 Without prejudice to any other legal right or remedy:
5.5.1 If any agreed payment is not received by the service provider by the due date, they can charge interest on the outstanding sum or sums. Interest will be charged at 5% per annum above the bank of England base rate, accruing daily from the due date until payment is made;
5.5.2 If the amounts not paid to the service provider when due total 10% or more of the total value of the services, the service provider is entitled to suspend or cancel the performance of any remaining services until the outstanding payments are made; and
5.5.3 The client will not refuse to pay any amount which is owed to the service provider where there is only a minor or inconsequential defect or error in the performance of the services.
Service products, service duration and cover periods
6.1
Service Product | Service duration period | Payment Options | Payment cover period |
|---|---|---|---|
Holthy Main Dish No.1 | 1 Full Year (12 months) | Recurring Payments
OR
Paid in advance
| As dictated by selected price plan:
Monthly: month by month (recurring payments)
Bi-Annual: 6 months (Paid in advance)
Annual : 12 months (Paid in advance)
|
Holthy Appetiser No.1 | As dictated by selected price plan:
Monthly Flex: 1 month rolling
3 Month Term: 3 months
6 Month Term: 6 months
| Recurring Payments
OR
Paid in advance
| As dictated by selected price plan:
Monthly Flex: 1 month rolling
3 Month Term: 3 months
6 Month Term: 6 months
|
Client's responsibilities
7.1 The client shall co-operate fully with the service provider in the performance of the services. Co-operation shall include, but is not limited to:
7.1.1 Behaving in a considerate, non-aggressive and non-threating manner within our ecosystem,
7.1.2 Responding promptly and properly to any correspondence, request, query or communication from or on behalf of the service provider;
7.1.3 Promptly providing any information, documentation, instruction, support or other assistance as the service provider reasonably requires, this includes any changes to a clients personal details which can also be updated via the clients “my account” page on our website;
7.1.4 Promptly making any space, resources or facilities available as may reasonably be required by the service provider; and
7.1.5 Paying any and all sums due on time.
7.2 If the client does not comply fully and properly with their responsibilities under this clause, the service provider may, without prejudice to their legal rights:
7.2.1 Charge the client for any costs or expenses thereby reasonably incurred; or
7.2.2 Suspend or cancel the provision of the services until such time as the client complies, so far as reasonably practicable, with their responsibilities under these terms and conditions.
Right to cancel
8.1 The client has the right to cancel within 14 days without giving any reason.
8.2 The cancellation period will expire after 14 days from the day that the contract for services is agreed.
8.3 To exercise the right to cancel, the client must inform the service provider, using the contact details provided below, of the decision to cancel by a clear statement (eg an email). The client can use the model cancellation form at the end of these terms and conditions, but it is not obligatory.
8.4 The client can electronically fill in and submit the model cancellation form or any other clear statement on our website “Cancellation Form”. If the client uses this option, the service provider will send an acknowledgement of receipt of such a cancellation in writing (eg by email) without delay.
8.5 To meet the cancellation deadline, it is enough for the client to send a notice under this clause before the cancellation period has expired.
8.6 The client has no right to cancel this contract as described in this clause if it relates to:
8.6.1 The supply of services (other than the supply of water, gas, electricity or district heating) where the price is dependent on fluctuations in the financial market which cannot be controlled by the service provider and which may occur within the 14-day cancellation period;
8.6.2 The supply of accommodation, transport of goods, vehicle rental services, catering or services related to leisure activities – if the contract provides for a specific date or period for performance;
8.6.3 An arrangement where the client has specifically requested a visit from the service provider to carry out urgent repairs or maintenance; or
8.6.4 Passenger transport, gambling, or financial services.
Effects of cancellation
9.1 If the client cancels under these terms and conditions, the service provider will reimburse any payments received from the client.
9.2 The service provider will make the reimbursement without undue delay, and not later than 14 days after the day on which the service provider is informed about the client’s decision to cancel.
9.3 The service provider will make the reimbursement using the same means of payment as the client used for the initial transaction, unless the client has expressly agreed otherwise; in any event, the client will not incur any fees as a result of the reimbursement.
9.4 If the client asked for the services to start during the cancellation period, the client must pay the service provider an amount which is in proportion to what has been performed until the client communicated to the service provider the cancellation of the contract, in comparison with the full coverage of the contract.
9.5 If the client requests to cancel outside of the 14 day cancellation period:
9.5.1 On a monthly flex service duration period a minimum of 1 full months’ notice from your payment subscription date is required using the communication channels as stipulated in clause 8.3 and 8.4. The payment you make on your subscription payment date correlating with 1 full months’ notice will be your last which will cover you for 1 more month, giving you a month to continue using the service (i.e. notice to cancel 15th May, cancelled by 15th June).
9.5.2 On any service duration period except monthly flex a minimum of 1 full months’ notice from the same date you signed up (i.e. signed up 15th Jan, notice to cancel 15th May, cancelled by 15th June) is required using the channels as stipulated in clause 8.3 and 8.4. You will however, have to pay the balance to cover the rest of the service duration period unless the reason can be proven to be subject to clause 10.
Client's rights
10.1 If the service provider fails to carry out the services with reasonable care and skill or within a reasonable time, the client has the right to request the service provider re-performs the relevant part of the services. Any such request can only be made by the client if it is still possible for the service provider to supply the services to the required standard. Any such repeat performance will be carried out at no cost to the client, within a reasonable time and without causing significant inconvenience to the client.
10.2 If repeat performance under this clause is not possible, cannot be or has not been carried out within a reasonable time, or cannot be or has not been carried out without causing significant inconvenience to the client, the client has a right to a price reduction up to 100% of the price for that affected period of service covered.
10.3 Where a price reduction is due under this clause, any refund due to the client shall be paid within 14 days of the service provider agreeing that the client is entitled to one. Any refund will be made by the same means of payment that the client used, unless expressly agreed otherwise between the parties. The service provider will not charge any fee for any such refund.
Sub-contractors
11.1 The service provider can, at its absolute discretion, choose to retain or instruct sub-contractors to carry out the services in whole or part.
Agency or partnership
12.1 Nothing in these terms and conditions is intended to or does imply any partnership, fiduciary relationship, joint venture, agency or any other relationship between the parties, save as provided for in these terms and conditions.
Liability and indemnity
13.1 Nothing in these terms and conditions seeks to limit the liability of the service provider for fraudulent acts or omissions, death or personal injury caused in connection with the provision of the services, whether arising in contract, negligence, tort, breach of statutory duty or otherwise.
13.2 Neither party shall be liable to the other whether in contract, negligence, tort, breach of statutory duty or otherwise for any loss or damage sustained by the other party indirectly or consequentially and including but not limited to economic loss or loss of profits, goodwill or business in general.
13.3 Subject to the rest of this clause, the service provider’s total liability to the client will not, in any circumstances, exceed the total amount of the price payable by the client.
13.4 In the event that the client or their servants or agents breach these terms and conditions, or are negligent in their actions, the client will, to the fullest extent permitted by law, indemnify the service provider against any liability, loss, claim, damage, expense suffered by the service provider as a result.
Property and intellectual property
14.1 Any property or intellectual property rights in any material owned by the service provider shall belong to the service provider and the client shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
14.2 Any property or intellectual property rights in any material owned by the client shall belong to the client and the service provider shall not cause or permit anything to endanger those rights or title, or permit, assist or encourage others to do so.
14.3 This clause is subject to the right of the parties to use any such material so far as is reasonably required to carry out the agreed services.
14.4 The client warrants that any material, whether comprising documents, data, records or any other materials, that it provides to the service provider does not infringe the intellectual property rights of any non-party. The client agrees to indemnify the service provider against any loss, damage, cost, expense or claim of any kind that may arise as a result of such an infringement.
Confidentiality
15.1 The parties will use their best endeavours to keep confidential any confidential information relating to the other party that is provided or otherwise accessed in the performance of the services. Neither party shall disclose any confidential information without the consent of the other party, except to comply with an order of a court of competent jurisdiction or if required in connection with legal proceedings relating to these terms and conditions.
15.2 The parties’ obligations under this clause shall continue after the termination or completion of the services unless or until the information concerned becomes public knowledge or is otherwise in the public domain through no fault of the party bound to keep it confidential under this clause.
15.3 Please see our separate privacy policy for more information.
Amendment and transfer of rights
16.1 These terms and conditions can only be amended by the agreement of the parties in writing with signatures on behalf of both.
16.2 The service provider is permitted to assign or transfer any rights or obligations under these terms and conditions, or subcontract the same for performance to a third party. The client is not permitted to assign or transfer any rights or obligations under these terms and conditions without the prior written permission of the service provider.
Severance
17.1 If any of the provisions of these terms and conditions are unlawful, invalid or otherwise unenforceable, they will be severed from the remainder. The terms and conditions which are left will remain valid and enforceable
Third parties
18.1 For the purposes of the contracts (rights of third parties) act 1999, these terms and conditions are not intended to and do not confer any rights on any person who is not a party. Any person who is not a party does not have the right to enforce any provision of these terms and conditions.
Extended disruption
19.1 It may be necessary to undertake planned maintenance or repair to the website, our service products and related apps at any time. Every attempt will be made to provide advance notice and to minimise disruption and inconvenience. Compensation in the form of use of alternative: apps, tools, forms of contact and continuing activity, vouchers, or pro rata refunds may be offered where disruption is set to continue for an extended period longer than 2 days if not related to or further affected by clause 20.
Circumstances beyond the control of the parties
20.1 Neither party shall be liable for any delay or failure to do anything under these terms and conditions due to circumstances beyond the reasonable control of that party. Such circumstances include – but are not limited to – industrial action, lock out, trade dispute, power failure, internet outage, fire, natural disaster or outbreak of war. As soon as is reasonably possible after the discovery of such circumstances, the affected party must notify the other party in writing of any anticipated or existing delay or failure in performance.
20.2 If the circumstances referred to in this clause continue for a period of longer than 30 days, either party can end the contract by giving 28 days’ notice in writing to the other. All money owing under these terms and conditions before the circumstances arose shall be paid immediately.
Entire agreement
21.1 These terms and conditions and the confirmation of acceptance taken together are the entire agreement between the service provider and the client and supersede any and all prior terms, conditions, warranties or representations to the fullest extent permitted by law.
Waiver
22.1 Any failure or delay by the service provider in using rights or powers provided by these terms and conditions shall not constitute a waiver of the whole or any part of these terms and conditions. The partial or sole use of any rights or powers provided by these terms and conditions shall not prevent any additional use of the same rights or powers. The rights, powers and remedies in these terms and conditions are additional to the rights of the parties provided by law.
Governing law and jurisdiction
23.1 These terms and conditions shall be governed by and construed in accordance with English law and the courts of England and Wales will have exclusive jurisdiction in relation to them.
Complaints
24.1 In the event of a complaint of any nature the service provider can be contacted using the details below.
Contact details
25.1 The service provider is I Am...Holthy ltd of 20-22 Wenlock road, London, N1 7GU.
In circumstances where the client is required to contact the service provider in writing, they can email them:
For cancellations at: cancellations@iam-holthy.com
For anything else to do with the client's account, subscription and service product at: mysubscription@iam-holthy.com