Terms & Conditions

Threesixtywellbeing (360 wellbeing) Terms and Conditions (for 360 wellbeing members)

Last updated: 26 December 2023

PLEASE READ THESE TERMS CAREFULLY BEFORE YOU APPLY FOR A MEMBERSHIP AND/OR USE THE 360 wellbeing PSP PLATFORM. WE WOULD LIKE TO DRAW YOUR PARTICULAR ATTENTION TO CLAUSE 16 OF THESE TERMS, WHICH SETS OUT THE LIMITATIONS OF OUR LIABILITY TO YOU.

1. PURPOSE OF THESE TERMS

If you are looking at these Terms, it most likely means one of the following:

• A 360 Wellbeing Corporate Member (e.g, your employer) has invited you to become a Paid-For 360 wellbeing Member, free of charge (no cost to you), to show you how much of a valued employee you are and you would like to accept this invitation and apply to become a Paid-For 360 wellbeing Member;
• You wish to be a Self-Paid 360 wellbeing member and you would like to accept the invitation and apply to become a Self-Paid 360 wellbeing Member;
• You are no longer a paid-for 360 wellbeing Member but would like to continue being a 360 wellbeing member and are therefore applying to become a Self-Paid 360 wellbeing Member; or
• You have otherwise heard about 360 wellbeing and its PSP and are therefore applying to become a Self-Paid 360 wellbeing Member; or
• You are a 360 wellbeing Member and would like to read the current version of the terms and conditions that apply to our 360 wellbeing Platform and the Membership Services we provide.

What ever your circumstances are, welcome to the 360 Wellbeing’s Personal Support programme (PSP) !

These Terms explain who can become a 360 wellbeing Member, what you have to do to become a 360 wellbeing Member and the basis on which we make the 360 wellbeing Platform available, and provide our Membership Services, to 360 wellbeing Members from time to time.

They also contain some further information about our Membership Programmes and our 360 wellbeing Suppliers. 360 wellbeing Suppliers are the third parties we have selected to provide the Benefits that form part of our Membership Programmes.

We have given some words and expressions a specific meaning in these Terms. For example, when we use the term “Business Day” in these Terms this means “any day other than Saturday, Sunday or a public holiday on which banks in London are open for business”. You can find a list of the relevant words and expressions and the meaning we have given to them at Schedule 1 of these Terms.

These Terms apply irrespective of whether you access the 360 wellbeing Platform via the Website or via the 360 wellbeing App.

2. Who we are & what services do we provide

The 360 wellbeing Platform is operated and the Membership Services are provided by Threesixtywellbeing Limited (360 wellbeing, we, us, ours). We are a company registered in England and Wales under company number 13819238. Our registered office address is Suite G12 Ferneberga House, Alexandra Road, Farnborough, Hampshire, United Kingdom, GU14 6DQ

Our aim is to give 360 wellbeing Members access to Benefits that we feel can really make a difference to their overall wellbeing. We are always looking out for what is relevant for todays living, to help and support us in everyday life, we arrange for the relevant 360 wellbeing Supplier to make the Benefit available to our 360 wellbeing Members through the 360 wellbeing Platform as part of one of our Membership Programmes.

In other words, we give you access to the Benefits, but unless we have expressly stated otherwise on the 360 wellbeing Platform, we do not actually supply the relevant Benefit or the underlying products or services to you: our 360 wellbeing Suppliers do that. When a Benefit involves the purchase of a product or service, your purchase will therefore not be made from 360 wellbeing: it will made directly from the relevant 360 wellbeing Supplier.

360 wellbeing is not regulated or authorised by the Financial Conduct Authority for the sales and marketing of financial services and insurance products. We may provide the opportunity for you to be introduced to financial services products providers and the responsibility for the promotion and marketing, as well as the suitability of product sales will lie with them and not 360 wellbeing. Please refer all enquiries in respect of financial services products directly to the relevant product provider or insurer.

Please note that the 360 wellbeing Platform, our Membership Services, Membership Programmes and all Benefits are for your personal and private use only and that you are not permitted to use any of them for commercial, business or re-sale purposes. If we have reasonable grounds to believe that you do use the 360 wellbeing Platform or any of our Membership Services, Membership Programmes or Benefit for commercial, business or re-sale purposes then we may without prejudice to any other rights or remedies:

1. 1. immediately, temporarily or permanently suspend of your access to the 360 wellbeing Platform; and/or

1. 1. immediately terminate your Membership.

If you would like to get in touch with us or have any questions, please email on [email protected] or call us on 02039519360

If we have to contact you, we will write to you at the email address you provided to us when you first applied for your 360 wellbeing Membership (as updated by you from time to time using the relevant functionality of your Membership Account).

When we:

1. 1. use the words “writing” or “written” in these Terms, this includes email; and

1. 1. refer to 360 wellbeing’ consent, authorisation or permission in these Terms, such consent, authorisation or permission will be in our entire discretion.

3. 3. BY APPLYING FOR A 360 WELLBEING MEMBERSHIP OR RENEWING A 360 WELLBEING MEMBERSHIP AND BY USING OUR PLATFORM YOU ACCEPT THESE TERMS

By applying for a Membership, renewing a Membership and by using the 360 wellbeing Platform, you confirm that you accept these Terms and you agree to follow the rules set out in these Terms, including the following additional documents:

1. 1. your Membership data capture;

1. 1. our Acceptable Use Policy – this sets out what you can and cannot do, both on our 360 wellbeing Platform generally as well as with any information provided on our 360 wellbeing Platform , and how to use any functionalities that allow communications with other 360 wellbeing Members;

1. 1. our Privacy Policy – this provides you with information about how we will use your personal data and what your rights in relation to your personal data are; and

1. 1. our Cookie Policy which sets out information about the cookies on our Website.

Please note that some Membership Services, Membership Programmes or Benefits are subject to Additional Terms. These are either set out in the Schedules to these Terms or either we or the relevant 360 wellbeing Supplier will tell you about their existence when you access the relevant Membership Service, Membership Programme or Benefit. Please read all Additional Terms carefully as they may amend, modify or supplement these Terms. By accessing the relevant Membership Service, Membership Programme and/or Benefit you accept the relevant Additional Terms.

If you do not agree with any of the above, you should not apply for a Membership, renew your Membership or use our 360 wellbeing Platform.

4. CHANGES TO our TERMS AND TO OUR 360 wellbeing PLATFORM

You can find the date on which these Terms have come into effect above. We reserve the right to update and change our Terms at any time, for example to reflect changes in applicable laws and regulations. Any such changes will take effect immediately upon posting of the updated Terms on the 360 wellbeing Platform.

We may also update and make changes to the 360 wellbeing Platform from time to time to make changes to our Membership Programmes, to update the 360 wellbeing Platform’s functionality and/or to address our 360 wellbeing Members’, 360 wellbeing Corporate Members’ or 360 wellbeing Suppliers’ needs.

We will let you know in writing if we make any changes to these Terms that require any action from you.

if you do not agree to any of the changes we make to from time to time, you should stop using the 360 wellbeing Platform. Otherwise, your continued use of the 360 wellbeing Platform after any such changes will constitute your acknowledgement and agreement to such changes.

5. WHO CAN BECOME A 360 wellbeing MEMBER

Neither our Membership Services nor the contents of our Website or our 360 wellbeing Platform are targeted at persons under the age of 18 and we only provide our Membership Services to persons 18 years of age or older. If you are under 18 years old, you will not be able to become a 360 wellbeing Member and should therefore not apply for a Membership.

Our Membership Services are also only directed at persons who are resident in England, Wales, Scotland and Northern Ireland and the information contained on our Website and our 360 wellbeing Platform should not be regarded as an offer or solicitation to conduct business in any jurisdiction other than England, Wales, Scotland and Northern Ireland.

By applying for a Membership and/or accessing the 360 wellbeing Platform you warrant and represent that:

1. 1. You are at least 18 years old;

1. 1. You are legally capable of entering into binding contracts; and

1. 1. You reside in England, Wales, Scotland or Northern Ireland

We reserve the right to immediately, temporarily or permanently suspend your access to the 360 wellbeing Platform and/or immediately terminate your Membership if we have reasonable grounds to believe that you are in breach of clause 5.3 above.

6. HOW TO BECOME A 360 wellbeing MEMBER

If you would like to become a 360 wellbeing Member please complete and submit our Direct debit form. The Direct debit form will ask you to confirm, amongst others:

1. 1. How many members will be added

1. 1. your chosen Initial Subscription Period.

If you have been invited by a 360 wellbeing Corporate Member to register for a Membership some of the information that you need to give to us when registering your account (such as your name and email address, the chosen Membership Plan and the chosen Initial Subscription Period) will have already been provided to us by the relevant 360 wellbeing Corporate Member.

Please note that the submission of a completed registration constitutes an offer from you to us to subscribe for the relevant Membership Plan and Initial Subscription Term and that we have no obligation to accept such offer.

We may reject your application without explanation and we will not be liable to provide any proposals for suggested alternative solutions, or compensation for any loss of benefits. We will inform as you soon as reasonably practicable by email to the email address you have provided in the online Membership Application Form if we have decided to accept your offer.

We reserve the right to undertake due diligence checks and background searches on you and/or contact you to confirm your identity, either when you first apply for a Membership or at any time thereafter while you are a 360 wellbeing Member.

It is very important for both you and us that you keep your details correct and up-to-date at all times so please make sure that you provide us with true, accurate and complete information when completing the online Membership Application Form. After you have become a 360 wellbeing Member please update the relevant information from time to time as necessary, using the relevant functionality of your Membership Account. If we become aware that any information you have provided us with in connection with your Membership or Membership Account is inaccurate, untrue or incomplete we may immediately, temporarily or permanently suspend or cancel your access to the 360 wellbeing Platform and/or terminate your Membership.

7. 360 wellbeing MEMBERSHIPS AND SUBSCRIPTION PERIOD

Please visit our Website for details of the available types of Membership Plans and Subscription Periods..

Your Membership will run for the Initial Subscription Period and each Renewal Period. Subscriptions will auto renew unless cancelled with prior notice.

8. SUBSCRIPTION FEES AND HOW TO PAY THEM

Please visit our Website for details of our applicable Subscription Fees from time to time.

Unless expressly stated otherwise, all Subscription Fees are inclusive of VAT or any other similar tax which may be applicable.

The Subscription Fee for the each Subscription Period from time to time is due and payable in advance on the first Business Day of the relevant Subscription Period.

All Subscription Fees are paid by direct debit. If you are applying to become a Self-Paid 360 wellbeing Member we will therefore ask you to provide the necessary payment details to our Payment Processor when you submit your Membership Application Form to us. You may receive an acknowledgement from our Payment Processor advising you whether or not your direct debit has been authorised. 360 wellbeing does not store your relevant credit card or debit card details, however.

Subscription Fees are non-refundable and we will not provide you with any refunds or credits if your Membership is terminated by you or by us, in each case for any reason. This applies irrespective whether the termination takes effect at the end of, or at any time during, a Subscription Period.

If you are a Self-Paid 360 wellbeing Member and fail to pay any applicable Subscription Fee from time to time when due, then we may without prejudice to any other rights or remedies:

1. 1. immediately, temporarily or permanently suspend of your access to the 360 wellbeing Platform; and/or

1. 1. immediately terminate your Membership.

If you are a Paid-For 360 wellbeing Member and the 360 wellbeing Corporate Member that has committed to paying your Subscription Fees fails to pay any applicable Subscription Fee from time to time when due, then clause 9.2 will apply.

We may change our Subscription Fees from time to time. If the Subscription Fees for the type of Membership Plan you have subscribed for change, we will provide you with no less than 30 days’ prior notice of the relevant change. You will be deemed to have received such notice on the later of the date on which we send the notice to the email address listed in your Membership Account or the date on which we post the relevant change on the 360 wellbeing Platform. Any change so notified to you will take effect on the date stated in the relevant notice or post. For the avoidance of doubt, if the date stated falls within your current Subscription Period (as on the date you are deemed to have received the notice) then the relevant change will only apply to you when you next renew your 360 wellbeing Membership.

9. HOW TO RENEW A 360 wellbeing MEMBERSHIP AND HOW TO TERMINATE IT

If you are a Self-Paid 360 wellbeing Member then your Membership Account features an automatic renewal by Direct debit. Your Membership will upon expiry of a Subscription Period automatically renew for the same Subscription Period.

If you chose not to renew your Membership from time to time it will automatically terminate upon expiry of your relevant last Subscription Period. 360 wellbeing has a 1 month notice period.

If you are a Paid-For 360 wellbeing Member, then it is up to the 360 wellbeing Corporate Member that pays your Subscription Fees to renew your 360 wellbeing Membership from time to time. If the relevant 360 wellbeing Corporate Member should at some point not renew your 360 wellbeing Membership or otherwise fail to pay any applicable Subscription Fees when due we will let you know that this is the case and give you 14 days from the end of the last Subscription Period for which the relevant 360 wellbeing Corporate Member has paid your Subscription Fee

1. 1. to decide whether you would like to renew your 360 wellbeing Membership as a Self-Paid 360 wellbeing Member; and

During the 30 day period referred to as our cancellation period you may access your Membership Account to sign up as a Self-Paid 360 wellbeing Member

If you have not renewed your 360 wellbeing Membership as a Self-Paid 360 wellbeing Member by the end of the period referred to then

1. 1. your 360 wellbeing Membership will be deemed to have terminated with effect from the end of the last Subscription Period for which the relevant 360 wellbeing Corporate Member has paid your Subscription Fee; and

You can terminate your Membership at any time by giving us written notice to [email protected]  For the avoidance of doubt, we will not refund the Subscription Fee for the Subscription Period during which we receive such notice from you.

Without prejudice to the other provisions of these Terms 360 wellbeing may terminate your Membership at any time by giving you prior written notice as follows:

1. 1. Five (5) Business Days if your relevant Subscription Period is a month;

1. 1. Twenty (20) Business Days if your relevant Subscription Period is a year.

If your 360 wellbeing Membership terminates for any reason:

you will immediately cease to have access to the 360 wellbeing Platform and your Membership Account;

you will not be able to obtain any new Benefits and will not be able to redeem or use any Benefits purchased from a 360 wellbeing Supplier prior to the date of termination if such redemption or use would require you to have access to your Membership Account;

we will delete your Membership Account.

You are able to delete your Membership Account yourself at any time by using the relevant functionality on your Membership Account. If you choose to delete your Membership Account, your Membership will automatically terminate with effect from the date of this deletion.

10. YOUR ACCESS TO THE 360 wellbeing PLATFORM AND ONLINE SECURITY

Your Membership Account is personal to you and your family, you can share your login details with those who reside at the same address as you. By you consenting to share your details it is your responsibility that only those you consent to use your account have access.

You must keep your 360 wellbeing password secure and confidential and not share this with anyone. The same applies to any other information that we may provide you with as part of our security procedures from time to time. If and when you choose your own password, please use a strong password and change your password on a regular basis to make it hard for someone else to use your Membership Account without your consent.

Please let us know immediately at [email protected] if you become aware or suspect that anyone other than you knows, uses or has used your login details for your Membership Account.

If we suspect that your login details are used by someone other than you or a family member we may:

1. 1. temporarily or permanently disable your log in details; and/or

1. 1. require you to change your password.

Our 360 wellbeing tech team has put a lot of security measures in place to keep the 360 wellbeing Platform secure. However, we can nevertheless not guarantee that the 360 wellbeing Platform will be absolutely secure or free from any Virus or Vulnerabilities and you should protect any device you are using to access the 360 wellbeing Platform by using a suitable virus protection software.

We require all 360 wellbeing Members to respect the security of the 360 wellbeing Platform and not to misuse it. Our Acceptable Use Policy includes details what this in practice means for you. If we have reasons to believe that you are in breach our Acceptable Use Policy, then we may without prejudice to any other rights or remedies:

• immediately, temporarily or permanently suspend your access to the 360 wellbeing Platform;
• if you are a Paid-For 360 wellbeing Member, notify the 360 wellbeing Corporate Member that is paying your Subscription Fees; and/or
• immediately terminate your Membership.

If you are a Paid-For 360 wellbeing Member and the 360 wellbeing Corporate Member that pays your Subscription Fees decides to no longer to do so you will need to apply to become a Self-Paid 360 wellbeing Member after expiry of your last Subscription Period as a Paid-For 360 wellbeing Member if you would like to continue having access to the 360 wellbeing Platform.

11. PERSONALISED 360 wellbeing PORTALS AND YOUR ACCESS TO THE SAME

360 wellbeing Corporate Members may have had a bespoke Personalised 360 wellbeing Portal based on the 360 wellbeing Platform and to make these accessible to all or some of their Invited Members. In this case, the relevant 360 wellbeing Corporate Member can decide which Designated Membership Programmes are accessible to such Invited Members through the relevant Personalised 360 wellbeing Portal. A Personalised 360 wellbeing Portal can also give Invited Members access to certain additional text, information, data, images, links, audio or video material, features and third party services that are not part of 360 wellbeing Content, our Membership Services or Membership Programmes. Please note that all of these Personalised 360 wellbeing Portal Features are sourced entirely by, and are the sole responsibility of, the relevant 360 wellbeing Corporate Member. We do not screen Personalised 360 wellbeing Portal Features and accept no responsibility or liability for any Personalised 360 wellbeing Portal Features.

If you are accessing the 360 wellbeing Platform through any Personalised 360 wellbeing Portal from time to time and the 360 wellbeing Corporate Member that has created such Personalised 360 wellbeing Portal either deletes the Personalised 360 wellbeing Portal, ceases to be a 360 wellbeing Corporate Member for any reason or simply decides to no longer give you access to the relevant Personalised 360 wellbeing Portal (which is entirely in the 360 wellbeing Corporate Member’s discretion) you will continue to have access to the 360 wellbeing Platform while you remain a 360 wellbeing Member, however, you will no longer be able to access the Personalised 360 wellbeing Portal and/or access or use any relevant Personalised 360 wellbeing Portal Features.

12. AVAILABILITY OF OUR 360 wellbeing PLATFORM AND LINKS TO OTHER WEBSITES

The 360 wellbeing Platform is provided via a smart phone or tablet application, through the application it has links to other 3^rd party services and interruptions, delays and other technical problems are an inevitable element of the provision of any and all services via the internet. We cannot therefore guarantee, warrant or represent (whether implied or expressly) that the 360 wellbeing Platform, or any content on the 360 wellbeing Platform, will always be available or accessible or be uninterrupted.

We reserve the right to suspend, withdraw or restrict the availability of all or any part of the 360 wellbeing Platform and aplication, for example for security, maintenance or operational reasons. If you experience any technical difficulties with the 360 wellbeing Platform please contact us by email on: [email protected]

Our 360 wellbeing Platform contains links to other websites and resources provided by third parties (including websites operated by our 360 wellbeing Suppliers). These links are provided for your information only and do not mean that we have approved the relevant linked websites or any information you may obtain from them. The responsibility for the operation and content of these websites rests solely with the authority or organisation identified as controlling the relevant website and will be governed by separate terms and conditions. We accept no responsibility for the security, content or privacy practices of such external websites.

13. BENEFITS

All Membership Programmes and all individual Benefits are subject to availability. We work hard to give our 360 wellbeing Members access to a wide choice of attractive Benefits. However, we rely on our 360 wellbeing Suppliers to make these Benefits available and provide the underlying products or services to our 360 wellbeing Members. As a result, we cannot guarantee and we do not warrant or represent that any Membership Programme or individual Benefit (including for the avoidance of doubt any cash back offers) will always be available or that they will always be provided on the same terms.

As the Benefits and/or the products or services that underly the Benefits are provided by our 360 wellbeing Suppliers, they are subject to the relevant Additional Terms and/or 360 wellbeing Supplier’s terms and conditions of supply. We do not make any warranty or representation as to the quality or suitability of any Benefits or 360 wellbeing Suppliers and we do not give you any advice in respect of the quality or suitability of a Benefit that is available through the 360 wellbeing Platform. We cannot be responsible for the 360 wellbeing Supplier’s performance of their obligations, including any losses or damage suffered by you as a result of the 360 wellbeing Supplier’s supply of products or services to you or their failure to supply or comply with applicable laws and regulations. If you are not satisfied with a 360 wellbeing Supplier’s service or product, please therefore contact the relevant 360 wellbeing Supplier in the first instance.

As part of a Membership Programme we may from time to time provide you with the opportunity for you to be introduced to financial services products providers and the responsibility for the promotion and marketing, as well as the suitability of product sales will lie with them and not 360 wellbeing. Please refer all enquiries in respect of financial services products directly to the relevant product provider or insurer.

The contents of our 360 wellbeing Platform do not override the governing documents of any plans that are issued directly to you from any insurance product provider. In line with financial services legislation and/or the insurance product provider’s terms and conditions there may be restrictions placed on policy eligibility for which we hold no responsibility. The insurance provider is and remains responsible for informing you of insurance policy terms and conditions as well as features, benefits, risk commitments, remuneration terms and statutory cancellation rights. We accept no responsibility for the suitability of insurance products which are introduced to you through the 360 wellbeing Platform and application.

14. 360 wellbeing PLATFORM CONTENT AND INTELLECTUAL PROPERTY RIGHTS

The 360 wellbeing Content is not intended to amount to advice on which you should rely and is provided for general information purposes only. We try to update the 360 wellbeing Content published on the 360 wellbeing Platform from time to time, but we make no representations, warranties or guarantees, whether express or implied, that the 360 wellbeing Content is accurate, complete or up to date.

Please note that any information and materials that are supplied by our 360 wellbeing Suppliers or by any 360 wellbeing Corporate Member and are published on the 360 wellbeing Platform (including in particular any Corporate Member Content) are not verified or approved by us, and that we cannot guarantee that any such information and materials is accurate, complete and/or up-to-date. If a 360 wellbeing Suppliers or 360 wellbeing Corporate Members expresses any views on the 360 wellbeing Platform, then such views do not represent our views or values.

We are the owner (or the licensee) of all 360 wellbeing IPR. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

Except as expressly stated in these Terms, these Terms do not grant you any licenses or rights in respect of any 360 wellbeing IPR. Please see our Acceptable Use Policy for details how you can use material published on the 360 wellbeing Platform and how we will use any content uploaded by you to the 360 wellbeing Platform from time to time.

15. PRIVACY, DATA PROTECTION AND COOKIES

360 wellbeing is committed to protecting the privacy of your personal information. Our Privacy Policy and our Cookie Policy provide you with detailed information about how your personal information will be used by us and what are your rights in relation to your personal information.

16. LIMITATION OF LIABILITY

This clause 16 sets out our entire financial liability (including our liability for the acts or omissions of our employees, officers, agents, sub-contractors and 360 wellbeing Suppliers) to you in respect of any breach of these Terms, any use made by you of our Corporate Membership Services, the 360 wellbeing Platform (including your Personalised 360 wellbeing Portals, if any) and/or any supporting documentation or any part of them, and any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms.

Nothing in this clause 16 shall operate to exclude or restrict 360 wellbeing’ liability for:

1. 1. death or personal injury resulting from its negligence;

1. 1. fraud or fraudulent misrepresentation; or

1. 1. any other liability which cannot be limited or excluded by applicable law.

We shall not be liable on any basis, including without limitation in tort (including negligence or breach of statutory duty) contract, misrepresentation, restitution or otherwise for:

• any loss or damage incurred as a result of third party claims;
  • any inaccuracies, errors or omissions in information on our Website or in the 360 wellbeing Platform and any use of or reliance on any content displayed on or given via the 360 wellbeing Platform or any related social media or third party sites;
  • use of third-party websites linked to our Website or 360 wellbeing Platform;
  • any unavailability or technical difficulties encountered in the use of the Website or 360 wellbeing Platform;
  • a virus or other technologically harmful material that may affect your system, computer or other hardware, software, data or other materials and which arises from your use of the 360 wellbeing Platform or your downloading of any content;
  • any loss or damage arising from the use of your credit or debit card on our website;
  • any delay in providing or failing to supply the Membership Services;
  • any loss of profits, loss of income, loss of business, loss of anticipated savings, loss of sales or turnover, loss of, or damage to reputation, loss of contract or commercial opportunities or loss of customers;

1. 1. any indirect, consequential or pure economic loss, costs or damages, charges or expenses however characterised or described;

1. 1. loss of use of any software or data, loss of use of any computer or other equipment or plant, wasted management or other staff time, (in each case whether direct or indirect); or

1. 1. any losses arising out of or in relation to a Force Majeure Event.

The entire aggregate liability of 360 wellbeing for any event or series of related events under or in connection with your Membership and/or our Membership Services, on any basis, including without limitation in tort (including negligence or breach of statutory duty), for breach of contract, misrepresentation or restitution, is limited to and will not exceed in any circumstance the total amount of Subscription Fees paid by you to us (or if you are a Paid-For 360 wellbeing Member, paid to us by the relevant 360 wellbeing Corporate Member on your behalf) in connection with your Membership during the twelve (12) month period immediately prior to the event that gives rise to the liability.

We will have no liability to you on any basis, including without limitation in tort (including negligence or breach of statutory duty), under statute, restitution, or misrepresentation suffered or incurred by you and arising out of or in connection with any breach by us of these Terms or the termination of your 360 wellbeing Corporate Membership, unless you issue us with a written claim within six (6) months after the date of the relevant breach or termination.

17. FORCE MAJEURE

Force majeure events are events that happen and are outside our reasonable control, for example they include without being limited to acts of God, natural disasters, adverse weather conditions, strikes and industrial action, compliance with any law or governmental order, rule, regulation or direction, cyber-attack, national or global epidemics or pandemics (whether or not Covid-19 related), non-performance of our suppliers or sub-contractors or interruption of utility services (“Force Majeure Events”).

Force Majeure Events are outside our reasonable control and we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by such events. Our performance will be suspended for the period of time that the event occurs and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform our obligations wherever possible.

18. INDEMNIFICATION

1. 18.1You agree to indemnify and hold us, our employees, officers, subsidiaries, affiliates, agents and 360 wellbeing Suppliers, harmless from all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us arising out of or in connection with:

1. 1. your use of the 360 wellbeing Platform (including, without limitation, use of content in breach of third party terms and conditions);

1. 1. the use of your Membership Account by any third party;

1. 1. the violation of our Acceptable Use Policy by you; or

1. 1. the infringement by you, or any third party using your Membership Account, of any 360 wellbeing IPR or any Intellectual Property Rights or other right of any person or entity.

19. IF THERE IS A PROBLEM

If you do unfortunately have any issues relating to the use of our 360 wellbeing Platform or our Corporate Membership Services, please let our support team know. Their contact details are 020 39519360 or [email protected]

If you have any issues relating to the any particular Benefit, please contact the relevant 360 wellbeing Supplier in the first instance. If such 360 wellbeing Supplier does not resolve the issue please let our support team know at [email protected]

If and when we reasonably believe that you have not followed these Terms (including for the avoidance of doubt our Acceptable Use Policy), we may take such action as we deem appropriate, including but not limited to:

1. 1. if you are a Paid-For 360 wellbeing Member, disclosure of all relevant information to the 360 wellbeing Corporate Member that pays your Subscription Fees;

1. 1. immediate, temporary or permanent suspension of your access to your 360 wellbeing Membership Account;

1. 1. immediate termination of your Membership;

1. 1. legal proceedings against you, including for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from your breach; and/or

1. 1. disclosure of all relevant information to relevant law enforcement authorities, as we reasonably feel is necessary or as required by law.

If we suspend your access to your Membership Account, you will not be able to redeem or use any Benefits obtained or purchased from a 360 wellbeing Supplier before the date of suspension if such redemption or use would require you to have access to your Membership Account.

20. NOTICES

Any notice given under or in connection with these Terms shall be made in writing and sent by email:

1. 1. in your case, to the email address set out in your Membership Account;

1. 1. in our case, unless expressly stated otherwise in these Terms, to [email protected]

Any such notice shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 21.2 business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

21. GENERAL

These Terms set out the entire agreement between you and us and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to their subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.

We are permitted to transfer our rights and obligations under these Terms to another organisation, for example, if our business is transferred or merged with another company.

These Terms are between you and us. No other person (other than an assignee under clause 22.2) shall have any rights to enforce any of these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

If we fail to exercise or delay in exercising a right or remedy provided by the Terms or by law that does not mean we give up those or any other rights or remedies. We hereby expressly reserve the right to exercise those rights or remedies in the future.

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are void or unenforceable in whole or in part, then the remainder of the void or unenforceable paragraph or provision and all other paragraphs will remain in full force and effect.

These Terms are governed by and construed in all respects in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

Schedule 1

DEFINITIONS

Schedule 2

ACCEPTABLE USE POLICY

1.Using material published on the 360 wellbeing Platform

Our reputation means a lot to us so you cannot do anything that would bring us or our name into disrepute or cause damage in any way to our reputation.

If you print off, copy or download any part of the 360 wellbeing Platform in breach of this Acceptable Use Policy, we may in addition to exercising any of our rights under clause of the Terms require you to return or destroy any copies of the materials you have made.

You are not permitted to use our trade marks and trade names without our approval, unless they are part of the material you are using as permitted under the other provisions of this Acceptable Use Policy.

If you would like to use any of the content available on the 360 wellbeing Platform (including but not limited to any photographs, logos, videos, designs or images), please contact us by email on: [email protected]

Linking to the 360 wellbeing Platform

360 wellbeing Members may not link to our Website other than with our prior written consent and may not frame the 360 wellbeing Platform on any other site.

If you would like to link to our 360 wellbeing Platform, please therefore contact [email protected]

3. Prohibited Uses

You may not use the 360 wellbeing Platform:

• in any way that breaches any applicable local, national or international law or regulation;
• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• in any way that is not professional; and/or
• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards.

• You may also not:

• disclose information that you do not have the legal right to disclose(such as confidential information of others);
• copy, use, disclose or distribute any information obtained from the 360 wellbeing Platform, whether directly or through third parties (such as search engines), without the consent of 360 wellbeing;
• violate Intellectual Property Rights or other rights of 360 wellbeing or other third parties;
• introduce or permit to be introduced anything that contains Viruses, Vulnerabilities or any other harmful code;
• attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the 360 wellbeing Platform;
• take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
• upload, transmit or send invalid data, Viruses or other software agents through the 360 wellbeing Platform;
• create a false identity, impersonate another person or otherwise misrepresenting who you are or your affiliation with a person or entity;
• create a Membership Account for anyone other than yourself;
• use or attempt to use another person’s Membership Account;
• interfere with the proper working of the 360 wellbeing Platform;
• attempt to copy, modify, duplicate create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the 360 wellbeing Platform in any form or media or by any means;
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to a form perceivable to a person, all or any part of the 360 wellbeing Platform;
• access all or any part of the 360 wellbeing Platform in order to build a product orservice which competes with the 360 wellbeing Platform or the Membership Services or Membership Programmes;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Membership Services, Membership Programmes or Benefits available to any third party;
• attempt to obtain, or assist third parties in obtaining, access to the 360 wellbeing Platform other than as provided for under these Terms;
• bypass the measures we may use to prevent or restrict access to the 360 wellbeing Platform;
• override any security feature of the 360 wellbeing Platform;
• interfere with the operation of, or place an unreasonable load on, the 360 wellbeing Platform (such as, spam, denial of service attack, or Viruses);
• collect or harvest any personally-identifiable information, including user or account names, from the 360 wellbeing Platform;
• use any portion of the 360 wellbeing Platform as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
• solicit contact information or other personal information from 360 wellbeing Members or 360 wellbeing Corporate Members you do not know, without authorisation;
• remove any copyright, trademark or other proprietary rights notices contained in or on the 360 wellbeing Platform; or
• use the 360 wellbeing Platform for tasks that it is not intended for.

4. Content supplied by you

You must comply with the content standards set out in this Acceptable Use Policy whenever you use any functionality on the 360 wellbeing Platform that allows you to upload content to the 360 wellbeing Platform.

Any content that you upload to our 360 wellbeing Platform will be considered non-confidential and non-proprietary. You will retain all of your ownership rights in your content, but you are hereby granting us a world-wide, non-exclusive, royalty-free, irrevocable licence to use, store and copy that content and to distribute and make it available to third parties.

If any third party should claim that any content posted or uploaded by you to the 360 wellbeing Platform constitutes a violation of their Intellectual Property Rights, or of their right to privacy, then we may need to disclose your identity and that of your Authorised Personnel to such third party and other parties. We will be careful in relation to any such disclosures but will do so if we believe that this is required under the applicable law or regulation.

If you upload any material or content to the 360 wellbeing Platform that in our view does not comply with the Content Standards, then we have the right to remove such material or content as we see fit.

5. Content Standards

The content standards set out below (Content Standards) apply to any and all material which you upload to our 360 wellbeing Platform, and to any interactive services we may make available on our 360 wellbeing Platform from time to time.

• All content uploaded by you must:
• be accurate (where it states facts);
• be genuinely held (where it states opinions); and
• be lawful, which means it complies with the law applicable in England & Wales, Scotland and Northern Ireland.
• You must not submit any content that:
• promotes sexually explicit material;
• promotes violence;
• promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• promotes or facilitates any illegal activity;
• is harmful;
• is defamatory of any person;
• is obscene, offensive, hateful or inflammatory;
• is likely to deceive any person;
• is in contempt of court;
• is threatening, abusive or invades another’s privacy or publicity rights, or causes annoyance, inconvenience or needless anxiety;
• is likely to harass, upset, embarrass, alarm or annoy any other person;
• infringes any copyright, database right or trade mark of any other person;
• impersonates any person, or misrepresents your identity or affiliation with any person;
• advocates, promotes, incites or assists any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse;
• contains a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism;
• gives the impression that it emanates from us, if this is not the case;
• contains any advertising or promotes any services or web links to other sites;
• may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, a physical or mental illness; or
• may create a risk of any other loss or damage to any person or property.

360 wellbeing API LICENSE (TBA Release date to be announced)

Parties

(1) Threesixtywellbeing Limited (360 Wellbeing), company number 13819238. Our registered office address is Suite G12 Ferneberga House, Alexandra Road, Farnborough, Hampshire, United Kingdom, GU14 6DQ. (360 wellbeing)

(2) The 360 wellbeing Corporate Member to whom 360 wellbeing has agreed in writing to licence the 360 wellbeing API (360 wellbeing Corporate Member)

BACKGROUND

(A) 360 wellbeing wishes to grant, and the 360 wellbeing Corporate Member wishes to enjoy, the rights set out in clause 2.1, in relation to the 360 wellbeing API and API Data, subject to the terms of this license agreement.

Agreed terms

1. Interpretation

1. 1.1The definitions and rules of interpretation in this clause apply in this licence.
   1. API Call: each call from a Corporate Member Application via the 360 wellbeing API to interact with the 360 wellbeing Platform.
   2. API Data: all data published or made available through the 360 wellbeing API, along with any related metadata.
   3. API Documentation: means the API documentation made available to the 360 wellbeing Corporate Member by 360 wellbeing from time to time.
   4. API End Users: the Authorised API Users, together with any other individuals (such as the 360 wellbeing Corporate Member’s employees, contractors, or agents) whom the 360 wellbeing Corporate Member enables to use or access the 360 wellbeing API.
   5. API Fee: means the license fee payable by the 360 wellbeing Corporate Member to 360 wellbeing under clause 6.
   6. API Feedback: all current and future suggestions, comments or other feedback regarding the 360 wellbeing API or API Data provided by or on behalf of the 360 wellbeing Corporate Member.
   7. API Key: the security key 360 wellbeing makes available for the 360 wellbeing Corporate Member to access the API.
   8. API Usage Data: has the meaning given in clause 8.2.
   9. Authorised API Users: any users authorised by 360 wellbeing in writing to access the 360 wellbeing API on behalf of the 360 wellbeing Corporate Member via the API Key.
   10. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
   11. Corporate Member Application: any applications developed by, or on behalf of, the 360 wellbeing Corporate Member to interact with the 360 wellbeing API.
   12. Corporate Membership Account: the corporate membership account of the 360 wellbeing Corporate Member on the 360 wellbeing Platform.
   13. Corporate Member System(s): the Corporate Member Application, together with any other network and information systems (including any hardware, software and other infrastructure) and processes operated by or on behalf of the 360 wellbeing Corporate Member that is used to access the 360 wellbeing API, make an API Call or otherwise communicate or interact with the 360 wellbeing Platform.
   14. Derived Data: data created by the 360 wellbeing Corporate Member or an API End User, now or in future, which has benefited from, derived from, relied on or made any use of, the 360 wellbeing API or API Data (including, without limitation, where the 360 wellbeing Corporate Member or API End User has created data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the 360 wellbeing API or API Data).
   15. Effective Date: the date on which 360 wellbeing agrees in writing to license the 360 wellbeing API to the 360 wellbeing Corporate Member, following the relevant 360 wellbeing Corporate Member’s request to that effect.
   16. Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, all other rights in the nature of copyright, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in compilations, database rights, rights in computer software, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
   17. Maintenance Release: a release of the 360 wellbeing API that corrects faults, adds functionality or otherwise amends or upgrades the 360 wellbeing API.
   18. 360 wellbeing API: the application programming interface described in the API Documentation as each may be updated from time to time by incorporation of a Maintenance Release or API Feedback.
   19. 360 wellbeing Platform: the website located at www.360 wellbeing.com and any other website or sub-domain used by 360 wellbeing from time to time.
   20. Release Purpose: those purposes for which the 360 wellbeing API and API Data can be used, being to interface with the 360 wellbeing Platform and to request and display API Data to API End Users on the Corporate Member Systems.
   21. Security Standards: the security standards notified by 360 wellbeing to the 360 wellbeing Corporate Member in writing from time to time.
   22. UK Data Protection Legislation: the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data as may be amended from time to time.
   23. Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
   24. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. 1.2Clause, Schedule and paragraph headings shall not affect the interpretation of this license agreement.
3. 1.3Unless expressly stated otherwise, or the context otherwise requires:

1. 1. words in the singular shall include the plural and in the plural shall include the singular;

1. 1. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

1. 1. a reference to one gender shall include a reference to the other genders; and

1. 1. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1. 1.4In the case of conflict or ambiguity between any provision contained in the body of this license agreement and any provision contained in the schedules, appendices or annexes, the provision in the body of this license agreement shall take precedence.
2. 1.5A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
3. 1.6References to clauses are to the clauses of this license agreement.

2. Licence

1. 2.1In consideration of the API Fee paid by the 360 wellbeing Corporate Member to 360 wellbeing, receipt of which 360 wellbeing hereby acknowledges, 360 wellbeing grants to the 360 wellbeing Corporate Member a non-exclusive licence during the term of the license agreement:

1. 1. for the Authorised API Users to access the 360 wellbeing API solely for the purposes of:

1. 1. 1. internally developing the Corporate Member Application that will communicate and interoperate with 360 wellbeing Platform for the Release Purpose;

1. 1. 1. making API Calls; and

1. 1. to display the API Data received from the 360 wellbeing API, within the Corporate Member Application for the Release Purpose.

1. 2.2The 360 wellbeing Corporate Member’s sole means of accessing the 360 wellbeing API, for the purposes of clause 2.1, shall be via the API Key.
2. 2.3In relation to the scope of use set out in clause 2.1 the 360 wellbeing Corporate Member may not:

1. 1. remove any proprietary notices from the 360 wellbeing API or API Data;

1. 1. use the 360 wellbeing API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any applicable law;

1. 1. design or permit the Corporate Member Application to disable, override, or otherwise interfere with any 360 wellbeing-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

1. 1. use the 360 wellbeing API, including in the Corporate Member Application, to replicate or attempt to replace the user experience of the 360 wellbeing Platform;

1. 1. attempt to cloak or conceal the 360 wellbeing Corporate Member’s identity or the identity of the Corporate Member Application when requesting authorisation to use the 360 wellbeing API or making an API Call;

1. 1. except to the extent expressly permitted under this clause 2, the 360 wellbeing Corporate Member shall not (and shall ensure each API End User does not):

1. 1. 1. combine or integrate the 360 wellbeing API or API Data with any software, technology, services, or materials not approved in advance by 360 wellbeing;

1. 1. 1. pass or allow access to the 360 wellbeing API or API Data to any third party;

1. 1. 1. access all or any part of any the 360 wellbeing API or API Data to build a product and/or service which competes with the API or the goods or services provided by 360 wellbeing (or any part of it); or

1. 1. 1. commercially exploit, sell, license or distribute any 360 wellbeing API or API Data or any products and/or services incorporating the results retrieved using the 360 wellbeing API or via an API Call.

1. 2.4Except as expressly stated in this clause 2, the 360 wellbeing Corporate Member has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the 360 wellbeing API or the 360 wellbeing Platform, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).
2. 2.5The 360 wellbeing Corporate Member shall not use the 360 wellbeing API or API Data other than as specified in this clause 2 without the prior written consent of 360 wellbeing.
3. 2.6Without prejudice to its other rights and remedies under this license agreement, should the 360 wellbeing Corporate Member use the 360 wellbeing API or API Data other than as specified in this clause 2 without the prior written consent of 360 wellbeing, the Supplier may, in its sole discretion terminate this license agreement, or suspend the 360 wellbeing Corporate Member’s access and use to the 360 wellbeing API and the API Data, on written notice with immediate effect.
4. 2.7360 wellbeing shall be entitled to suspend the 360 wellbeing Corporate Member’s access to, and use of, the 360 wellbeing API and the API Data under clause 2.6 until such time as the breach is remedied to 360 wellbeing’ reasonable satisfaction.

3. 360 wellbeing Corporate Member responsibilities

1. 3.1The 360 wellbeing Corporate Member may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as the 360 wellbeing Corporate Member’s sole means of accessing the 360 wellbeing API. The API Key may be replaced at any time by 360 wellbeing on notice to the 360 wellbeing Corporate Member.
2. 3.2The 360 wellbeing Corporate Member shall:

1. 1. ensure that the number of API End Users does not exceed the number of Authorised API Users specified by 360 wellbeing from time to time;

1. 1. without affecting its other obligations under this license agreement, comply with all applicable laws and regulations with respect to its activities under this license agreement;

1. 1. carry out all of its responsibilities set out in this license agreement in a timely and efficient manner. In the event of any delays in the 360 wellbeing Corporate Member’s provision of such assistance as agreed by the parties, 360 wellbeing may adjust any agreed timetable or delivery schedule as reasonably necessary;

1. 1. keep a complete and accurate record of:

1. 1. 1. it’s API End Users;

1. 1. 1. its development of the Corporate Member Application;

1. 1. 1. its use of the 360 wellbeing API and API Data;

1. 1. 1. its other obligations under this license agreement, and produce such records to 360 wellbeing on request from time to time; and

1. 1. notify 360 wellbeing as soon as it becomes aware of any unauthorised use of the 360 wellbeing API or API Data by any person.

1. 3.3Subject to clause 11.3, the 360 wellbeing Corporate Member is responsible and liable for all uses of the 360 wellbeing API resulting from access provided by the 360 wellbeing Corporate Member, directly or indirectly, whether such access or use is permitted by or in breach of this license agreement, including use with any Corporate Member Application or third-party software. Without limiting the generality of the foregoing, the 360 wellbeing Corporate Member is responsible for all acts and omissions of API End Users in connection with the Corporate Member Application and their use of the 360 wellbeing API and API Data, if any. Any act or omission by an API End User that would constitute a breach of this license agreement if taken by the 360 wellbeing Corporate Member will be deemed a breach of this license agreement by the 360 wellbeing Corporate Member. The 360 wellbeing Corporate Member shall take reasonable efforts to make all API End Users aware of this license agreement’s provisions as applicable to such API End Users and shall cause API End Users to comply with such provisions.
2. 3.4The 360 wellbeing Corporate Member shall monitor the use of the 360 wellbeing API for any activity that breaches applicable laws, rules, and regulations or any terms and conditions of this license agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Corporate Member Application from further use of the Corporate Member Application.

4. Maintenance releases

1. 4.1360 wellbeing may make Maintenance Releases available to the 360 wellbeing Corporate Member from time to time.
2. 4.2The 360 wellbeing Corporate Member is required to make any change to the Corporate Member Application that is required for integration as a result of such Maintenance Release at the 360 wellbeing Corporate Member’s sole cost and expense as soon as reasonably practicable after receipt.

5. API Feedback

1. 5.1The 360 wellbeing Corporate Member may, in its discretion, provide API Feedback to 360 wellbeing, but 360 wellbeing shall not be obliged to take any action in response to the API Feedback.
2. 5.2API Feedback, even if marked confidential, will not create any confidentiality obligations on 360 wellbeing unless 360 wellbeing has otherwise agreed in writing, signed by an authorised signatory of 360 wellbeing.
3. 5.3Without prejudice to its other rights and remedies (including under this license agreement), 360 wellbeing will be free to use, disclose, reproduce, distribute, implement in the 360 wellbeing Platform or 360 wellbeing API and otherwise commercialise all API Feedback provided by the 360 wellbeing Corporate Member without obligation or restriction of any kind, and the 360 wellbeing Corporate Member hereby waives all rights to be compensated or seek compensation for the API Feedback and will ensure that any relevant moral rights are waived.

6. API Fees

1. 6.1The 360 wellbeing Corporate Member shall to 360 wellbeing a license fee of £ 1 (receipt of which is hereby confirmed by 360 wellbeing) and such other license fees as parties may agree in writing from time to time.
2. 6.2All sums payable under this licence are exclusive of VAT, for which the 360 wellbeing Corporate Member shall be responsible.

7. Confidentiality and publicity

1. 7.1The 360 wellbeing Corporate Member shall, during the term of this license agreement and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this license agreement) nor without the prior written consent of 360 wellbeing disclose to any third party (except its professional advisers or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to the 360 wellbeing Corporate Member from 360 wellbeing and which relates to 360 wellbeing, unless that information is public knowledge or already known to the 360 wellbeing Corporate Member at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of the 360 wellbeing Corporate Member from a third party.
2. 7.2For the avoidance of doubt the 360 wellbeing API, the API Data and the API Key shall be considered the confidential information 360 wellbeing for the purposes of this license agreement.

8. Data protection

1. 8.1Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause 8. is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the UK Data Protection Legislation.
2. 8.2360 wellbeing may collect certain information about the 360 wellbeing Corporate Member and its personnel, representatives and agents, including API End Users, in connection with this license agreement, as set out in the then-current version of 360 wellbeing’ privacy policy, available at www.360 wellbeing.com (API Usage Data). This may include information collected through the 360 wellbeing API or the 360 wellbeing Platform. By entering into this license agreement, and accessing, using, and providing information to or through the 360 wellbeing API or 360 wellbeing Platform, the 360 wellbeing Corporate Member consents, and shall procure all required consents from its personnel, representatives and agents (including API End Users) to all actions taken by 360 wellbeing with respect to the API Usage Data in compliance with the then-current version of 360 wellbeing privacy policy, available at www.360 wellbeing.com. In the event of any inconsistency or conflict between the terms of the then-current privacy policy and this license agreement, the privacy policy will take precedence.
3. 8.3The parties acknowledge that the API Usage Data is processed by 360 wellbeing as a controller for the purposes of the UK Data Protection Legislation.
4. 8.4Without prejudice to the generality of clause 8.1 the 360 wellbeing Corporate Member will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of any personal data (including API Usage Data) to 360 wellbeing for the duration and purposes of this license agreement so that 360 wellbeing may lawfully use, process and transfer this data in accordance with this license agreement; including in relation to the role outlined in clause 8.3.

9. Systems and security

1. 1. 9.1The 360 wellbeing Corporate Member:

1. 1. 1. is responsible for the operation and security of the Corporate Member Systems and the Corporate Member Application;

1. 1. 1. shall ensure that the Corporate Member System and the Corporate Member Application comply with any relevant specifications provided by 360 wellbeing from time to time; and

1. 1. 1. shall be, to the extent permitted by law and except as otherwise expressly provided in this license agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the Corporate Member System and the Corporate Member Application to the 360 wellbeing Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the 360 wellbeing Corporate Member’s network connections or telecommunications links or caused by the internet.

1. 1. 1. will take reasonable steps to:

1. 1. 1. 1. secure the 360 wellbeing API, the API Data, the 360 wellbeing Marks and the API Key (including all copies thereof) from infringement, misappropriation, theft, misuse of unauthorised access; and

1. 1. 1. 1. prevent the introduction of any Virus or Vulnerability into the 360 wellbeing network and information systems (including the 360 wellbeing Platform), via the 360 wellbeing Corporate Member’s (or API End User’s) use of the 360 wellbeing API, the API Key or otherwise.

1. 1. 9.2The 360 wellbeing Corporate Member must adhere to the Security Standards.

10. 360 wellbeing warranties

1. 10.1360 wellbeing:

1. 1. does not warrant that:

1. 1. 1. the 360 wellbeing Corporate Member’s use of the 360 wellbeing API will be uninterrupted or error-free;

1. 1. 1. the 360 wellbeing API and/or the API Data obtained by the 360 wellbeing Corporate Member through the 360 wellbeing API will meet the 360 wellbeing Corporate Member’s requirements; or

1. 1. 1. the 360 wellbeing API or the API Data will be free from Vulnerabilities or Viruses;

1. 1. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the 360 wellbeing Corporate Member acknowledges that the 360 wellbeing API and API Data may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

1. 10.2This license agreement shall not prevent 360 wellbeing from entering into similar license agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this license agreement.

11. Limits of liability

1. 11.1Except as expressly and specifically provided in this license agreement:

1. 1. the 360 wellbeing Corporate Member assumes sole responsibility for results obtained from the use of the 360 wellbeing API and the API Data by the 360 wellbeing Corporate Member, and for conclusions drawn from such use. 360 wellbeing shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to 360 wellbeing by the 360 wellbeing Corporate Member in connection with the 360 wellbeing API, or any actions taken by 360 wellbeing at the 360 wellbeing Corporate Member’s direction;

1. 1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this license agreement; and

1. 1. the 360 wellbeing API and the API Data are provided to the 360 wellbeing Corporate Member on an “as is” basis.

1. 11.2Except as expressly stated in clause 11.3:

1. 1. 360 wellbeing shall not in any circumstances have any liability for any losses or damages which may be suffered by the 360 wellbeing Corporate Member (or any person claiming under or through the 360 wellbeing Corporate Member), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

1. 1. 1. special damage even if 360 wellbeing was aware of the circumstances in which such special damage could arise;

1. 1. 1. loss of profits;

1. 1. 1. loss of anticipated savings;

1. 1. 1. loss of business opportunity;

1. 1. 1. loss of goodwill;

1. 1. 1. loss or corruption of data,
         provided that this clause 11.2(a) shall not prevent claims for loss of or damage to the 360 wellbeing Corporate Member’s tangible property that fall within the terms of clause 11.2(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 11.2(a); and

1. 1. the total liability of 360 wellbeing, whether in contract, tort (including negligence) or otherwise in connection with this licence agreement, shall in no circumstances exceed a sum equal to the higher of (i) £ 1,000 and the (ii) the aggregate API Fees paid during the 12 months preceding the date on which the claim arose.

1. 11.3The exclusions in clause 11.1 and clause 11.2 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:

1. 1. death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;

1. 1. fraud or fraudulent misrepresentation;

1. 1. breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

1. 1. any other liability which may not be excluded by law.

1. 11.4All references to “360 wellbeing” in this clasue 11 shall, for the purposes of this clause and clause 20 only, be treated as including all employees, subcontractors and suppliers of 360 wellbeing, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 20.

12. Intellectual property rights

1. 12.1All rights, title and interest in any Derived Data and API Feedback shall vest in 360 wellbeing on creation. The 360 wellbeing Corporate Member hereby assigns to 360 wellbeing absolutely with full title guarantee all right, title and interest in and to the Derived Data and API Feedback including:

1. 1. the entire copyright and all other rights in the nature of copyright subsisting in the Derived Data and the API Feedback;

1. 1. any database right subsisting in the Derived Data and the API Feedback;

1. 1. all other rights in the Derived Data and the API Feedback of whatever nature, including Intellectual Property Rights, whether now known or created in the future, to which the 360 wellbeing Corporate Member is now, or at any time after the date of this license agreement may be, entitled by virtue of the laws in force in the United Kingdom;

1. 1. the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Derived Data and the API Feedback;
      in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of this license agreement.

1. 12.2The 360 wellbeing Corporate Member will promptly notify 360 wellbeing if the 360 wellbeing Corporate Member becomes aware of any infringement of any Intellectual Property Rights in the 360 wellbeing API, API Data, Derived Data or API Feedback and will fully co-operate with 360 wellbeing in any legal action taken by 360 wellbeing to enforce 360 wellbeing’ Intellectual Property Rights.
2. 12.3The 360 wellbeing Corporate Member acknowledges that all Intellectual Property Rights in the 360 wellbeing API, API Data, Derived Data and API Feedback belong and shall belong to 360 wellbeing, and the 360 wellbeing Corporate Member shall have no rights in or to the same other than the right to use it in accordance with the terms of this license agreement.

13. Duration and termination

1. 13.1Unless terminated earlier in accordance with its terms, this license agreement shall commence on the Effective Date and shall continue in force until:

1. 1. terminated by either Party giving the other Party no less than 1 month prior written notice of such termination; or

1. 1. otherwise terminated in accordance with the provisions of this license agreement.

1. 13.2This license agreement will automatically terminate on the date on which the 360 wellbeing Corporate Member ceases to be a 360 wellbeing Corporate Member, for any reason.
2. 13.3Without affecting any other right or remedy available to it, either party may terminate this license agreement with immediate effect by giving written notice to the other party if:

1. 1. the other party commits a material breach of any other term of this license agreement and (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;

1. 1. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

1. 1. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

1. 1. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

1. 1. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

1. 1. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

1. 1. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

1. 1. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

1. 1. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

1. 1. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 13.3(b) to 13.3(i) (inclusive);

1. 1. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

1. 1. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this license agreement is in jeopardy.

1. 13.4Any provision of this license agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this license agreement shall remain in full force and effect.
2. 13.5Termination or expiry of this license agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the license agreement which existed at or before the date of termination or expiry.
3. 13.6On termination for any reason:

1. 1. all rights granted to the 360 wellbeing Corporate Member under this licence shall cease;

1. 1. the 360 wellbeing Corporate Member shall cease all activities authorised by this licence; and

1. 1. the 360 wellbeing Corporate Member shall upon written request by 360 wellbeing immediately delete or return to 360 wellbeing (at 360 wellbeing’ option) all copies of the 360 wellbeing API, API Data and Derived Data then in its possession, custody or control and, in the case of deletion, certify to 360 wellbeing that it has done so.

1. 13.7Any provision of this license agreement which expressly or by implication is intended to come into or continue in force on or after termination of this license agreement including clause 1, clause 7, clause 8, clause 10, clause 11 and clause 13.

14. Sub-licensing

1. 14.1The 360 wellbeing Corporate Member shall not:

1. 1. sub-license, assign or novate the benefit or burden of this license agreement in whole or in part;

1. 1. allow the 360 wellbeing API or API Data or Derived Data to become the subject of any charge, lien or encumbrance; and

1. 1. deal in any other manner with any or all of its rights and obligations under this license agreement,
      without the prior written consent of 360 wellbeing, such consent not to be unreasonably withheld or delayed.

1. 14.2360 wellbeing may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the 360 wellbeing Corporate Member.
2. 14.3Each party confirms it is acting on its own behalf and not for the benefit of any other person.

15. Waiver

1. No failure or delay by a party to exercise any right or remedy provided under this license agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy, unless such waiver is set out in writing and signed by the waiving party (or its authorised representative). No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Remedies

1. Except as expressly provided in this license agreement, the rights and remedies provided under this license agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Entire agreement

1. 17.1This license agreement contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
2. 17.2Each party acknowledges that, in entering into this licence it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence.
3. 17.3Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
4. 17.4Nothing in this clause shall limit or exclude any liability for fraud.

18. Variation

1. No variation of this license agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Severance

1. 19.1If any provision or part-provision of this license agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this license agreement.
2. 19.2If any provision or part-provision of this license agreement is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

20. Third Party Rights

1. 20.1The entities and persons referred to in clause 11.4 may enforce the terms of clause 10 and clause 11 to the fullest extent permitted by law as if they were a party to this license agreement, subject to and in accordance with this clause 20, this license agreement and the Contracts (Rights of Third Parties) Act 1999.
2. 20.2Except as provided in clause 20.1, a person who is not a party to this license agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this license agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
3. 20.3The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this license agreement are not subject to the consent of any person that is not a party to this license agreement.

21. No partnership or agency

1. 21.1Nothing in this license agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. 21.2Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Force majeure

1. Neither party shall be in breach of this license agreement nor liable for delay in performing, or failure to perform, any of its obligations under this license agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this license agreement by giving 10 days’ written notice to the affected party.

23. Notices

1. 23.1Any notice given to a party under or in connection with this license agreement shall be in writing and shall be:

1. 1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

1. 1. sent by email:

1. 1. 1. in the 360 wellbeing Corporate Member’s case, to the email address last recorded in its Corporate Membership Account; and

1. 1. 1. in 360 wellbeing’ case, to [email protected]

1. 23.2Any notice shall be deemed to have been received:

1. 1. if delivered by hand, at the time the notice is left at the proper address;

1. 1. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, and

1. 1. if sent by email, at the time of transmission or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 23.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

1. 23.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

24. Governing law and jurisdiction

1. 24.1This license agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this license agreement or its subject matter or formation (including non-contractual disputes or claims).