NOTE: There are no charges unless you explicity agreed to pay to a subscription

Service Agreement

Welcome to our website. This Service Agreement is a continuation of our commitment to you as a customer.

This site and its service referred to as LIfeWise is operated and provided by LifeWise Technologies Limited,  under Company Number: 12938214, having its registered office at: 2-4 Packhorse Road, Gerrards Cross, England, SL9 7QE, hereinafter referred to as “LifeWise”.

Upon acceptance of the terms and conditions as mentioned in this Service Agreement, the same shall be legally binding on Customer and its Users. It is assumed that this document along with all the terms and conditions mentioned herein have been read, understood and accepted by the Customer if the website is being used. All individual Users also agree that they have read and understood this Agreement and agree to be held to its full legal power.

Unless LifeWise explicitly states otherwise, any new features that augment or enhance the Service (as defined herein below) and/or any new Service(s) subsequently purchased by the Customer will be subject to the terms and conditions as contained in this Service Agreement and as amended from time to time.

LifeWise reserves the right to vary from time to time, the terms and conditions of this Service Agreement  which shall be posted at LifeWise’s website at: www.lifewise.co.uk/service-agreement. Continued use and access of the website and/or the Services following such amendments, will constitute full agreement on your part to be bound by such amended terms and conditions. Any questions or complaints concerning LifeWise’s Service Agreement can be directed to schools@lifewise.co.uk.

Part A

(General Terms and Conditions)

1. Definitions

1.1       In this Service Agreement, the following definitions will apply, unless stated otherwise:

“Account Contact” means the individual(s) designated by the Customer as its contact responsible for the overall relationship between the Customer and LifeWise.

“Agreement” means this Service Agreement (including any schedule(s) that may be introduced and/ or amended from time to time), including any Invoice raised by LifeWise in relation to the Service.

“Business Day” means a day when banks are open for business in England and does not include Saturday, Sunday or a public holiday.

“Confidential Information” means (i) the terms (but not the fact) of the Agreement, (ii) Customer Data, (iii) LifeWise software, documentation, technical data and any reports including third-party reports provided by LifeWise to the Customer, (iv) Content (other than content that is publicly available), and (v) any information that is clearly identified in writing within thirty (30) days of disclosure as confidential or should reasonably be understood by the recipient to be confidential.

“Content” means all information and data from LifeWise and/ or its suppliers available by means of the Service or on LifeWise’s website regarding the features, operation, and use of the Service.

“Customer” means the individual or legal entity (as the case may be) that enters into this Agreement.

“Customer Account” means the principal account created by LifeWise for the Customer in connection with all Services provided by LifeWise to the Customer.

“Customer Data” means data, information or material provided or submitted by the Customer or any User to LifeWise and any copies LifeWise makes during the course of utilization of the Services by the Customer or any User.

“Customer Default” means any act or omission by the Customer and/or its Users or failure by the Customer to perform any relevant obligation herein including failure to pay any amount due to LifeWise in relation to the Service.

“Delivery” means executing the Product content to the Customer.

“Due Date” means the date on which payment in respect of an Invoice should be received in full by LifeWise.

“General Effective Date” means the date on which a Customer accepts the terms and conditions of this Service Agreement.

 “Initial Payment” means the first payment received by LifeWise in relation to an Invoice.

“Invoice” means an invoice(s) issued by LifeWise and sent to the Customer in relation to the Subscription.

“Personal Information” means data pertaining to a Customer as defined in the applicable data protection laws from time to time.

“Product” means the 1 or 3 year or any other programmes available on LifeWise’s website in relation to the Service.

 “Sensitive Data” means any bank, financial, credit or debit card, personal health or similar information, or personally identifiable information in any Customer Data.

 “Service” means (i) LifeWise’s online services (ii) Subscription (iii) Delivery or (iv) any third party service or product that is included in the Service or described in the Invoice , which is not provided under separate agreement between the Customer and the third party. Unless expressly provided for in writing between LifeWise and the Customer, any third party services or products are provided “as is’ and without any warranty, indemnity, or support of any kind. LifeWise reserves the right to make changes and update to the functionality of the Service from time to time.

“Set Up” means the steps needed for the Super User, Account Contact or User(s) to login.

 “Subscription” means when a Customer agrees to become a paying customer in relation to the Service and the Product,

“Subscription Effective Date” means the date on which the activation and upgrading of a Customer’s Account takes place in relation to a Subscription.

“Super User” means an account within the Customer that has oversight over all the User Accounts of the Customer.

“User” means a single individual that has access at any time during the General Term of this Agreement or the Subscription Term of this Agreement to the Services provided by LifeWise for which payment would normally be required.

“User Account” means the authorization for online access of a User to the Service arranged for under this Agreement, whether actually used or not.

2. Restrictions on Use
   

2.1       Customer may not sublicense, resell or supply the Service for use in any other organisation, entity, business, school or enterprise without the prior written consent of LifeWise.

2.2       Customer is initially authorised to permit use by the number and name of User Accounts listed in the Set Up by its Super User. Customer, by its authorised Account Contact/Super User, may add to the number of User Accounts by contacting LifeWise customer support by email or phone or by utilising applicable management features of the Service. Calls may be recorded for quality and training purposes.

2.3       Customer is permitted to store, print, and display the Content only for its own (or as applicable his or her own) business use in connection with use of the Service. Customer may not alter, resell or sublicense the Service or provide it as a service bureau. Customer agrees not to reverse engineer the Service or its technology. Customer will not use or access the Service to: (i) build a competitive product or service, (ii) make or have made a product or service with similar features, functions, text, or graphics, (iii) make derivative works based upon the Service or Content, or (iv) copy any features, functions, text, or graphics of the Service or the Content. Customer will not “frame” or “mirror” the Service. Use, resale or exploitation of the Service and/or the Content except as expressly permitted in this Agreement, is prohibited. The Customer and its Users agrees to be subject to restrictions on use in this Agreement and acknowledge that LifeWise may prevent, terminate or suspend the Customer Account with immediate effect in the event of non-compliance of any of the terms and conditions contained in this Agreement.

2.4       Unless specifically stated within this Agreement, the Customer and/or Its Users may not use information from the Service for the outside benefit of the Customer, including but not limited to testimonials, scores, reviews, feedback and performance unless prior written consent has been given by LifeWise. Each violation in this regard will be subject to a £20,000 fine and potential termination of the Service.

2.5       LifeWise shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies a Customer Default.

2.6       LifeWise shall not be liable for any losses resulting from a Customer Account being disabled due to breach of any of the terms and conditions of this Agreement and/or any of the ancillary documents.

2.7       Customer acknowledges that the Customer is the data controller with respect to Customer Data and that the Customer and its Users shall comply with all laws applicable to it and/or with respect to the Customer Data. Customer shall obtain and provide all legally required consents and notices from its customers, parents, data subjects and/or Users with respect to any Customer Data provided/ submitted to LifeWise for the purposes of providing the Services herein.

2.8       The Customer and/or its Users shall not submit to the Service any material that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable (collectively “Objectionable Matter”). The Customer will be responsible to ensure that its Users do not submit any Objectionable Matter and will be responsible for actions of its Users. In addition, LifeWise may, at its option, adopt rules for permitted and appropriate use and may update them from time to time on the LifeWise website. The Customer and all its Users will be bound by any such rules and will comply with all applicable laws regarding Customer Data, use of the Service and the Content, including laws involving private data and any applicable export controls. LifeWise reserves the right to remove any Customer Data that constitutes Objectionable Matter or violates any LifeWise rules regarding appropriate use, but is not obligated to do so. LifeWise reserves the right to remove any personal information of an individual upon request from such individual and also reserves the right at all times to disclose any information as may be necessary by applicable laws and regulations.

2.9       Customer and/or its Users shall not use the Service for unsolicited commercial use (“UCU”) to any person. For purposes of the Agreement, UCU includes any phone contact, email or other electronic communication that is at the request of Customer to a person with whom Customer has no prior business relationship or who has not consented or opted out to receiving the communication, and any other email transmission that violates any law prohibiting the transmission of spam or unsolicited communications. Without limiting the foregoing restrictions regarding UCU, Customer shall not (a) do anything that has the effect of concealing the identity of the Customer or any of its Users sending the email; (b) send or cause to be sent any UCU to a person unless such communication also provides the recipient with a visible and user friendly means of opting out of future communications; or (c) engage in any activity which is reasonably likely to lead to complaints of UCU. Customer agrees to ensure that its Users do not violate the foregoing UCU restrictions. Within fourteen (14) days of receiving a request from LifeWise, Customer shall provide LifeWise with the names and contact details of a primary and backup contact who will be responsible for responding to any complaints of UCU. LifeWise will promptly notify Customer of any complaint that LifeWise receives from a third party concerning alleged transmission of UCU by Customer or any of its Users. The Customer shall investigate the complaint and notify LifeWise within one (01) business day (or such further period as may be agreed in writing by the parties) of any action that the Customer has taken in response to the complaint. If the complaint has not been resolved, Customer will provide LifeWise with written updates of the status of the complaint at such reasonable intervals as may be requested by LifeWise. LifeWise reserves the right to remove and/or terminate any transmission of UCU by Customer or its Users, however LifeWise has no obligation to do so.

2.10     LifeWise and its suppliers retain all rights in the Service and Content. This Agreement grants no ownership rights to the Customer. No license is granted to the Customer except as to access and use the Service as expressly stated in this Agreement. The LifeWise name, the LifeWise logo, and the product names, service names, and branding associated with the Service are trademarks of LifeWise or third parties, and they may not be used without the prior written consent of LifeWise.

2.11     Unless otherwise agreed to in writing by LifeWise, Customer will not solicit or hire, directly or indirectly, any member of the LifeWise staff for as long as the Customer and LifeWise are engaged in this Agreement and for a further period of twelve (12) months thereafter.

2.12     Customer agrees that they will not create or contribute to a company or service that competes with LifeWise during the course of this Agreement and for a further period of twelve (12) months after termination.

2.13     Customer understands that LifeWise may restrict use with the introduction of an IP restriction. This is to prevent the use of the product outside of this Agreement.

3. Confidential Information & Personal Information

3.1       Each party hereto agrees:

(a)        to keep confidential all Confidential Information disclosed to it by the other party or by a third party;

(b)        not to use the Confidential Information of the other party or a third party except to the extent reasonably necessary to perform its obligations or exercise its rights hereunder;

(c)        to protect the confidentiality of such Confidential Information as it protects its own Confidential Information (but in any event with no less than a reasonable degree of care)

(d)        to make Confidential Information available to its own employees, consultants, and contractors only on a need-to-know basis and only provided such employees, consultants or contractors are under a binding obligation of confidentiality with respect thereto. Confidential Information shall not include information which (i) is known publicly, (ii) is generally known in the industry before its disclosure to recipient hereunder, (iii) has become known publicly, without fault of the recipient, subsequent to its disclosure by the disclosing party or (iv) becomes known to the recipient from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. Notwithstanding the foregoing, this Section 3 shall not prohibit the disclosure of Confidential Information, (i) to the extent that such disclosure is permitted or required by law or order of a court or other governmental authority or regulation, or (ii) in connection with a claim between the parties under this Agreement. This clause 3.1 shall survive termination of the Subscription.

3.2       The use, handling, receipt, maintenance and disclosure of the Customer’s Personal Information, shall be undertaken by LifeWise strictly in accordance with applicable laws, including all applicable data protection laws as amended from time to time . All Personal Information will be kept/stored in the UK. LifeWise acknowledges that it has a duty and Customer has a right under law to protect and have protected the confidentiality of the Customer’s Personal Information. LifeWise shall not share Customer’s Personal Information with any other agents, contractors, consultants or partners, or identified except as explicitly permitted or as required to provide the Service  hereunder, without advance written notice to the Customer and obtaining the Customer’s written consent, which may be withheld at the  Customer’s sole discretion. Notwithstanding the foregoing, the Customer agrees and authorises LifeWise and its affiliates to use Personal Information and to disclose such Personal Information to LifeWise’s agents, related companies, credit reporting agencies, credit providers, carriers, carriage service providers and any relevant regulatory authorities for the following purposes:

(a)        considering or applying LifeWise’s credit policy to the Customer’s application and maintaining credit records about the Customer which may be used for debt tracing and fraud prevention;

(b)        management of the Customer Account, including billing and collection of overdue payments in respect of the Subscription and/or the Invoices raised;

(c)        research, marketing and calculating statistics;

(d)        provision, operation and administration of the Service.

4. Account Information & Data

4.1       All Customer Data submitted by Customer to LifeWise, whether posted by Customer or by Users, will remain the sole property of the Customer or such Users to the full extent provided by law. Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and will be deemed the data controller of Customer Data. LifeWise will not use the Customer Data for any purpose other than to provide the Service to the Customer and for statistical reporting or analytical purposes. LifeWise may aggregate, use, disclose, distribute, and publish anonymous statistical or analytical data. Such statistical or analytical data will be the sole property of LifeWise.

5. Security

5.1       The Customer and its Users shall take all reasonable precautions to ensure that all usernames and passwords for accessing the Services are kept confidential and secure.

5.2       If the Customer or any of its Users believe that any User/ Customer username or password has become known to somebody not authorized by the Customer to use it, or if any password is being or is likely to be used in an unauthorized way, the Customer must immediately inform LifeWise.

6. Privacy

6.1       Use of this website is subject to the terms and conditions as contained in Part A and Part B of this Agreement, along with LifeWise’s Website Privacy Policy which can be accessed at: www.lifewise.co.uk. LifeWise reserves the right at its sole discretion to modify its Website Privacy Policy from time to time.

7. Links/Third Party Data
   

7.1       The Service may provide, or third parties may provide, links to other World Wide Web or mobile sites or resources.  LifeWise has no control over such sites and resources and/or any updates to the same and the Customer hereby agrees and acknowledges that LifeWise is not responsible for the availability of such external sites or resources, and does not endorse and is not liable for any content, advertising, opinions, statements, products or other materials on or made available from such sites or resources. In addition, Customer also agrees that LifeWise is not responsible for any and all third party information that may be provided to and/ or be accessed by the Customer or its Users through the Service (e.g., through the integration of the Service with a third party online application or service).

8. Suggestions

8.1       LifeWise reserves the right to communicate information to and solicit feedback from the Customer and its Users from time to time. LifeWise shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or its Users relating to the operation of the Service.

9. Disturbances to Services

9.1       Following the implementation of a Service, the Customer acknowledges and agrees that the Service may be interrupted from time to time. LifeWise cannot guarantee that the Services and/or its website will never be faulty or interrupted and it is hereby acknowledged and agreed that  LifeWise shall not be liable to the Customer for such faults and interruptions.

9.2       The Customer further acknowledges and agrees that LifeWise may be required to suspend, withdraw or restrict the availability of all or part of its website or Service to carry out planned or emergency maintenance in respect of the Services, to alter access codes, access numbers or the technical specifications associated with the Service for operational reasons. LifeWise will give the Customer as much notice as it reasonably can when it is required to do this.

10. Alteration or Stoppage of Service

10.1     LifeWise reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof). In the event that LifeWise modifies the Service in a manner which removes or disables a feature or functionality on which the Customer materially relies and in respect of which a Subscription has been made, LifeWise shall, at the Customer’s request, use commercially reasonable efforts to substantially restore such functionality to the Customer where possible. In the event that LifeWise is unable to substantially restore such functionality with reasonable effort, the Customer shall have the right to cancel its Subscription and receive a refund of the Subscription, to the extent of the cancelled portion of the Subscription,  in respect of which the Customer has paid an Invoice  in advance. The Customer acknowledges that LifeWise reserves the right to discontinue offering the Service at the conclusion of the Customer’s then-current Subscription. The Customer agrees that LifeWise shall not be liable to the Customer nor to any third party for any modification of the Service as described in this Section.

11. Disclaimer of Warranties

11.1     The warranties expressly stated in this Agreement are the sole and exclusive warranties offered by LifeWise. There are no other representations, warranties or conditions by LifeWise or its licensors, whether express or implied, including without limitation, those of merchantability, reliability, availability, accuracy, timeliness, fitness for a particular purpose or non-infringement.

11.2     Except as expressly stated herein, the Service and Content are provided to the Customer and its Users on an “as is” and “as available” basis, without any warranty or condition of any kind and are for commercial use only. The Customer assumes all responsibility for determining whether the Service and Content or any other information generated thereby is accurate or sufficient for the purposes of the Customer and its Users.

11.3     Customer agrees and understands that any information downloaded or otherwise obtained through the use of the Service or Content is at its own and its Users’ risk and discretion and the Customer and its Users will be solely responsible for any damage to their systems or loss of data that may result from the download of any such information through the use of the Service.

11.4     Neither LifeWise nor its licensors warrant that use of the Service will be error-free or uninterrupted. LifeWise is not responsible for software use by Customer or its Users or for the operation or performance of the internet or any other network.

12. Limitations of Liability & Indemnification

12.1     Except with regard to the Customer’s payment obligations and with regard to either party’s obligations under the indemnification provisions of this Agreement, in no event will either party’s aggregate liability exceed the Subscription fees due for a twelve (12) month period. Except as permitted by applicable law, in no event, will either party (including, as to LifeWise, its licensors) be liable for any indirect, punitive, special, exemplary, incidental, consequential damages of any type or kind (including direct or indirect loss of data, revenue, profits, business interruption, use or other economic advantage).

12.2     LifeWise shall have no liability for any Sensitive Data that is provided by Customer other than in the specific data field provided by LifeWise for inclusion of such Sensitive Data. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with the Subscription for the Service, and if LifeWise assumed further liability, the fees would be set substantially higher.

12.3     The Customer agrees that it shall defend, indemnify and hold LifeWise indemnified and harmless from any and all demands, liabilities, losses, damages, penalties, costs and claims and expenses whether incurred directly or indirectly, including reasonable attorneys’ fees asserted against LifeWise, its agents, affiliates, directors, its Customers, officers and employees, that may arise or result from (i) the Customer and its Users use of the Services or the Content or (ii) any breach of the Customer’s obligations as contained in this Agreement and its ancillary documents including all Invoices raised or (iii) violations by the Customer and/or its Users of any applicable law, regulation, rule, statute, court or body in connection with the Service and this Agreement.

13. Entire Agreement

13.1     This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties hereto. The terms and conditions as contained in this Agreement, including all ancillary documents and Invoices raised, as applicable,, represents the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, writings, communications, emails and/or agreements between the parties and is intended to be the final expression of their agreement, except that this clause shall not exclude liability in respect of any fraudulent misrepresentation.

14. Governing Law

14.1     The Agreement shall be governed by and interpreted in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect.

15. Force Majeure

15.1     Neither party shall be liable for any loss or delay (not including delay in payment) resulting from any force majeure event or condition, including, but not limited to, acts of God, fire, floods, storms, earthquakes, epidemics, natural disaster or extreme adverse weather conditions, terrorism, sabotage, power or Internet failure, labour stoppage, riot, civil commotion, interference by civil or military authorities, any law or action taken by a government or public authority, national or international calamity, malicious damage, nuclear, chemical or biological contamination, sonic boom, war or military hostilities, criminal or wrongful acts of third parties or other event or condition that is beyond the reasonable control of a party, and any performance date (other than for payment) or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event or condition.

16. Assignment

16.1     Customer may not assign, transfer, mortgage, charge or sub-contract any part of this Agreement or its obligations hereunder, without the prior written consent of LifeWise.  Additionally, the Customer may not assign this Agreement to any LifeWise competitor. LifeWise may, at any time, assign, transfer, mortgage, charge or sub-contract or deal in any other manner with all or any of its rights or obligations hereunder, without obtaining the consent of the Customer.

17. Dispute Resolution

17.1     The Agreement will be interpreted fairly in accordance with its terms, without any strict construction in favour of or against either party. Any dispute arising under the Agreement or the termination of the Agreement or cancellation of the Subscription shall be subject to arbitration in the City of London, England. Any award will be enforceable in any court of competent jurisdiction and will not be inconsistent with the terms of the Agreement. Nothing herein shall prevent a party’s application to a court for injunctive relief to prevent irreparable harm.

18. Waiver

18.1     A waiver of any right or remedy under the Agreement (and/or its ancillary documents including any Invoice raised) or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by either party to exercise any right or remedy provided for herein (and/or the ancillary documents including any Invoice raised) 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. 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.

19. Term & Termination

19.1     The general term of this Agreement (the “General Term”) commences on the General Effective Date and will continue thereafter until the Agreement expires or is terminated as provided herein.

19.2     Upon termination, suspension or expiration of the Agreement, as the case may be, the Customer shall have no rights to continue use of the Service.

19.3     Without limiting its other rights or remedies, LifeWise may terminate this Agreement with immediate effect by giving written notice to the Customer if:

(a)        the Customer  commits a material or persistent breach of the terms and conditions of this Agreement and (if such a breach deemed in LifeWise’s sole view is remediable) fails to remedy that breach within thirty (30) days of receipt of notice in writing of the breach;

(b)        the Customer  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 (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c)        the Customer 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 (where a company) 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;

(d)        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 the Customer (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(e)        the Customer  (being an individual) is the subject of a bankruptcy petition order;

(f)         a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within fourteen (14) Business Days;

(g)        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 Customer (being a company);

(h)        a floating charge holder over the assets of the Customer (being a company) has become entitled to appoint or has appointed an administrative receiver;

(i)         a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer.

20. Miscellaneous

20.1     Customer consents to LifeWise’s disclosure of the fact that Customer is or was a Customer of LifeWise. During and outside of the General Term or the Subscription Term, as the case may be, LifeWise may list Customer’s name and logo on LifeWise’s website and in marketing/sales material.

20.2     Unless otherwise expressly stated in this Agreement (and/or any other ancillary document including any Invoice raised subsequently), all notices from the Customer to LifeWise must be in writing and sent to LifeWise’s address at  2-4 Packhorse Road, Gerrards Cross, England, SL9 7QE. Customer acknowledges that notices from LifeWise to the Customer may be in writing or in electronic form, including both email and/or notice via LifeWise’s website.

20.3     The headings set forth in this Agreement are solely for reference and have no legal effect whatsoever and shall not in any way affect the interpretation or construction of this Agreement.

20.4     In the event of differences of opinion between LifeWise and the Customer, both parties will first seek an amicable solution in good faith.

20.5     LifeWise may update this  Agreement at any time and LifeWise will make the updated  Agreement available by posting the updated version on the website to this URL www.lifewise.co.uk/service-agreement.(Edit)

20.6     Change of company addresses and personal information shall not affect the enforceability of this Agreement.

20.7     In this Agreement references to the singular include the plural and vice versa.

20.8     LifeWise may have temporary or permanent sponsors displayed on its Products and/or Service. By executing a Subscription the Customer reflects its understanding and approval of this. Sponsors may be added at any time without the Customer’s consent.

20.9     The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Part B

(Additional Terms and Conditions for Subscription to Services)

In addition to the General Terms and Conditions applicable to all Customers and Users as detailed above, the Subscription to the Service is also subject to the following additional terms and conditions which are applicable to all Customers. All capitalised terms used herein and not otherwise defined shall have the same meaning as ascribed to them in Part A hereinabove:

21. Fees & Payment

21.1     The Customer shall pay all applicable fees in relation to the Services upfront through the website www.lifewise.co.uk/buy-now, unless stated differently in writing by LifeWise.

21.2     LifeWise shall not be obliged to commence the Set Up of the Services until such time as it has received the Initial Payment as defined hereinabove.

21.3     A User Account can be assigned only to one individual and should not be shared. However, if an individual permanently ceases to be assigned to a particular User Account, that User Account may be assigned to another individual within the Customer Account under LifeWise’s consent. The Customer is responsible for enabling and disabling individual User Accounts. All guidance in this regard may be requested from LifeWise by contacting onboarding@lifewise.co.uk.

21.4     Invoices for all fees are due and payable upfront unless specified differently in writing by LifeWise. Customer’s account will be considered delinquent (in arrears) if payment in full is not received by the Due Date. LifeWise fees and charges are exclusive of all applicable value added taxes, withholding, and other taxes, levies, or duties, and Customer will be responsible for payment of all such amounts.

21.5     Unless LifeWise otherwise agrees in writing, all amounts are payable in British Sterling. If Customer believes that any specific charge under the Agreement is incorrect, in order to obtain a credit, the Customer must contact LifeWise in writing within fifteen (15) days of payment setting forth the nature and amount of the requested correction and pay the undisputed portion by the Due Date. Customer shall remain liable for the disputed portion unless and until it is resolved in the Customer’s favour, otherwise charges are final.

21.6     Without limiting any other right or remedy of LifeWise, if the Customer fails to make any payment due to LifeWise under this Agreement by the Due Date, LifeWise shall have the right to charge interest on the overdue amount at the lesser of (i) the rate of 1.5% per month; or (ii) the maximum amount permitted under applicable law, from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. The Customer shall reimburse LifeWise for all reasonable legal fees and other costs of collecting any payments that are overdue under this Agreement.

21.7     LifeWise may change the pricing in relation to the Subscription/ Product and shall intimate the Customer of such change, either through its website, or at the time of the renewal of the subscription.

22. Subscription Term & Termination

22.1     Notwithstanding anything contained in clause 19 hereinabove, the subscription term of this Agreement (the “Subscription Term”) commences on the Subscription Effective Date as detailed in the Invoice raised in respect of the Subscription and will continue thereafter for the term mentioned in the said Invoice or until the Agreement expires or is terminated as provided herein or the Subscription is cancelled in terms of this Agreement.

22.2     Customer may terminate/ cancel its Subscription under this Agreement if LifeWise materially breaches the Agreement and such breach has not been cured within thirty (30) Business Days of notice of such breach. Any termination/ cancellation by the Customer (other than for LifeWise’s uncured material breach of this Agreement) as set forth in this Section 22.2 and any termination by LifeWise for Customer’s breach, the early termination fee will be (a) the amount of all Subscription fees that would be due for the remainder of the then current Subscription Term; and (b) any other fees or amounts due (for example, for professional services).

22.3     Without limiting its other rights or remedies, LifeWise may terminate or suspend the Subscription with immediate effect if:

(a)        the Customer fails to pay any amount due under this Agreement on the Due Date;

(b)        the Customer breaches the terms and conditions of this Agreement; and/ or

(c)        LifeWise carries suspicion that the Customer has attempted or is breaching the Agreement.

22.4     On termination of the Subscription for any reason:

(a)        the Customer shall immediately pay to LifeWise all of the outstanding unpaid Invoices and interest of LifeWise and, in respect of Services supplied but for which no Invoice has been submitted, LifeWise shall submit an Invoice, which shall be payable by the Customer immediately on receipt;

(b)        the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry; and

(c)        clauses which expressly or by implication have effect after termination shall continue in full force and effect.

22.5     In the event that this Agreement is terminated (for any reason), LifeWise will make available one (ODBC-compliant) backup of the Customer Data. The Customer agrees and acknowledges that LifeWise has no obligation to retain the Customer Data, and may delete such Customer Data that remains more than 60 days after termination.

The Customer acknowledges having read and understood the terms and conditions as contained in this Agreement and agrees to be bound by the same along with the pricing provisions applicable to the Service, through a tick in the checkbox electronically on the website of LifeWise.