TERMS & CONDITIONS

PLEASE READ THESE LICENCE TERMS CAREFULLY

Last updated: 16 August 2020 17:00 (London, BST)

You must be 18 or over to accept these Terms and use the App.

By accessing or using the App or the Services you agree to these Terms. These Terms govern your access and use of the App and the Services. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE APP OR THE SERVICES. If you have questions about these Terms you can contact Wemby by email at help@wemby.co

1. INFORMATION ABOUT US AND HOW TO CONTACT US

Who we are. We are Mafavi Ventures Ltd (trading as ‘Wemby’) (Wemby, we, us). Our goal is to support people with their mental health, to improve their wellbeing and feel more motivated. We are a limited company registered in England and Wales. Our company registration number is 10072562 and our registered office is at 20-22 Wenlock Road, London N1 7GU.

1.1 How to contact us. You can contact us by writing to us at: help@wemby.co.

1.2 How we may contact you. If we have to contact you we will do so through the App or by writing to you at the email address you provided to us. It is important that you therefore keep your contact details up to date and notify us as they change.

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

2. ABOUT THIS AGREEMENT

2.1 As permitted under these Terms, Wemby licenses you to use:

a) the Wemby mobile application software (App) and any updates or supplements to it

b) the service or services you connect to via the App and the content we provide to you through it (Services).

3. NATURE AND USE OF INFORMATION PROVIDED THROUGH THE APP

3.1 This App contains general information relating to various wellness and health issues. It is provided for informational and educational purposes only and is not intended to replace discussions with a healthcare or other such qualified professional. The information contained within the App should not be used for diagnosing a health condition or fitness problem.

3.2 Your engagement with Wemby under these Terms does not constitute a therapist-client relationship or any such or similar professional relationship.

3.3 Should you choose to engage with a professional through the App, such engagement will be governed by separate terms and conditions relevant to that engagement.

3.4 Without prejudice to the limitations set out in clause 12 , neither Wemby nor any of our employees, volunteers or agents are responsible for any decisions, or results of the decisions that you make while, as a result of, or after using the App or the Services. This includes whether you choose to seek or not seek professional care, or to modify or terminate specific treatment that you
are currently receiving based on the information provided by the App or the Services.

3.5 If you believe you are experiencing a medical emergency, immediately call the emergency services. If you are experiencing a clinical or long-term issue, you should consult a healthcare professional.

4. CHANGES TO THESE TERMS

4.1 From time to time we may need to change these Terms, for example, to reflect changes in law, the way we deliver our Services or to deal with additional features which we introduce in the App. 

4.2 We will provide you with notice of any such change within the App.  Your continued access or use of the App and the Services after such notice confirms your consent to be bound by the Terms, as amended.  You may reject any such change by providing Wemby written notice of such rejection within 30 days of the updated published date within the Terms.  If you do not accept the notified changes you may not be permitted to continue to use the App and / or the Services as applicable.

5. UPDATES TO THE APP AND CHANGES TO THE SERVICES

5.1 From time to time we may automatically update the App and change the Services to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively we may ask you to update the App for these reasons. 

5.2 If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Services. 

6. USE OF THE SERVICES

6.1 All Services specified on the App are subject to availability and may be subject to change at any time.

Bookings

6.2 All Services must be booked via the App

6.3 Where you are a registered user of the App, you shall not book any Service (or any such related service) directly with a professional with whom you have been introduced through or in connection with the App 

6.4 Where you are not a registered user of the App, you shall not book a Service (or any such related service) directly with a professional with whom you were introduced through or on connection with the App for a period of at least 6 months after the deactivation of your account within the App

6.5 We may accept or reject a booking request for a Service at our own discretion.

6.6 The provision of the Services which are booked and provided through the App shall be governed by separate terms and conditions applicable to the Service booked, which you must read and agree to prior to booking the Services.

6.7 You are responsible for providing relevant and accurate details to make a booking for Services.  Should you wish to change any booking for Services you must do so within the Cancellation Period set out in these Terms.  Failure to do so may result in charges as set out in clauses 6.14 and 6.15.

Prices & Payment

6.8 Where to find the price for the Services. The price of Services (which includes VAT) will be the price indicated on the App when you place your booking for the Services. We take all reasonable care to ensure that the price of the Services advised to you is correct, however please see 6.10 for what happens if we discover an error in the price of the Service you book. 

6.9 We will pass on changes in the rate of VAT. If the rate of VAT changes between your booking date and the date we supply the Services booked, we will adjust the rate of VAT that you pay, unless you have already paid for the Service in full before the change in the rate of VAT takes effect.

6.10 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Services we provide to you may be incorrectly priced. We will normally check prices before accepting your booking so that, where the Services correct price at your booking date is less than our stated price at your booking date, we will charge the lower amount. If the product’s correct price at your booking date is higher than the price stated to you, we will contact you for your instructions before we accept your booking.  Should you wish to proceed with the booking for the Services you will be asked to pay the higher amount. 

6.11 When you must pay. Payment for the Services must be made in full at the time of booking the Services.

6.12 How you must pay We accept payment via the Stripe payment gateway (subject to applicable terms and conditions), by Credit Card or any other payment method specified on the App. You are responsible for any surcharges, in addition to the price of the Services, that may apply for certain payment methods (for example for the use of non-EU cards).

Cancellations

6.13 Should you wish to cancel a booking for Services without being charged or being required to reschedule your booking, you must do so via the App at least 24 hours in advance of the time for which the Services have been booked (Cancellation Period).  

6.14 If you make a cancellation request less than 24 before the time for which the Services have been booked you will be entitled to i) reschedule the Session for free or ii) receive a 50% refund.

6.15 If you make a cancellation request less than 6 hours before the time for which the Services have been booked you will be charged in full for the Services.

6.16 Any refund may be made up to 30 calendar days after the cancellation is processed.

7. USE OF THE APP

7.1 It is a condition of use that:

a) you are over 18

b) you shall use the App to register for and book, where a booking is required, the Services 

c) you have the authority to use the payment method that you use to pay for the Services

d) you do not transfer the App or the Services to someone else.  If you sell any device on which the App is installed, you must remove the App from it and accept all responsibility in relation to data protection or other relevant legislation if you fail to comply with this clause

e) if you download or stream the App onto any phone or other device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these Terms, whether or not you own the phone or other device

f) you shall not use the App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously

g) you warrant that you are not breaking any local, state, national or international law in your relevant jurisdiction by accessing the App or Services

h) you shall not infringe our intellectual property rights or those of any third party in relation to your use of the App or the Services

i) you shall not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or Services

j) you shall not use the App or the Services in a way that could damage, disable, overburden, impair, compromise or interfere with:

ⅰ) the App

ⅱ) the Services offered through the App (including providing us with false information)

ⅲ) our systems or security

ⅳ) other users

k) you shall not collect or harvest any information or data from the App, any Services or our systems or attempt to decipher any transmissions to or from the servers running any Services.

8. AVAILABILITY OF THE APP AND SERVICES

8.1 The App requires a smart phone device with a minimum of 2GB of memory and the Android or IOS operating system versions 4.1 or 10.0 respectively.

8.2 You acknowledge that the App may be upgraded to add or remove support for new functions and Services which may result in a change to the minimum system specifications.

8.3 In order to use the App, you agree that you are required to have a compatible device with the necessary minimum system specifications.

8.4 Notwithstanding the above, you acknowledge and agree that the App may not always be available for your use and we accept no responsibility or, without prejudice to clause 13, liability for the unavailability of the App or the Services through the App, or any interruption or malfunction of the App for any reason whatsoever (including, without limitation, failures of internet service providers, third party intrusions or Force Majeure Events).

9. LICENCE RESTRICTIONS

9.1 You agree that you will: 

a) not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Services in any form, in whole or in part to any person without prior written consent from us;

b) not copy the App or Services or any documentation related to the App or Services, except as part of the normal use of the App or the Services or where it is necessary for the purpose of back-up or operational security;

c) not translate, merge, adapt, vary, alter or modify, the whole or any part of the App or Services nor permit the App or the Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Services on devices as permitted in these Terms;

d) not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App to obtain the information necessary to create an independent program that can be operated with the App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

ⅰ) is not disclosed or communicated without Wemby’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

ⅱ) is not used to create any software that is substantially similar in its expression to the App;

ⅲ) is kept secure; and

ⅳ) is used only for the Permitted Objective;

e) comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any Service.

10. WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES YOU LINK TO

10.1 The App or any Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).

10.2 You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

11. YOUR PRIVACY

11.1 We use the personal data we collect through your use of the App and the Services in the ways set out in our privacy notice which you can find here: https://dev.wemby.co/privacy-policy/.

11.2 Please be aware that whilst we believe we take appropriate technical and organisational measures to protect your data and safeguard against unauthorised disclosures of information, internet transmissions are never completely private or secure.  As such we make no representations or warranties regarding the sufficiency or efficacy of our security measures to prevent unauthorised access or interception by third parties.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 All intellectual property rights in the App and the Services throughout the world belong to us and the rights in the App and the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the App or the Services other than the right to use them in accordance with these Terms.

13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract between us was made, both we and you knew it might happen.

13.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

13.3 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

13.4 We are not liable for business losses. We supply the Services for use by you as a consumer for private use.  If you use the App or the Services for any commercial, business or re-sale purpose our liability to you will be limited as set out in 13.

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS

14.1  YOU ARE A BUSINESS Nothing in these terms shall limit or exclude our liability for:

a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

d) defective products under the Consumer Protection Act 1987;

e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.

14.2 Except to the extent expressly stated in 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

14.3 Subject to 13.1:

a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to ten per cent (10%) of the total sums paid by you for use of the App or Services under such contract.

15. TERMINATION

15.1 We may end your rights to use the App and Services at any time by contacting you if you have broken these Terms in a serious way. If what you have done can be put right we will give you a reasonable opportunity to do so.

15.2 If we end your rights to use the App and Services:

a) You must stop all activities authorised by these Terms, including your use of the App and any Services.

b) You must delete or remove the App from all devices in your possession and immediately destroy all copies of the App which you have and confirm to us that you have done this.

c) We may remotely access your devices and remove the App from them and cease providing you with access to the Services.

16.FORCE MAJEURE

16.1 Neither you nor Wemby shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control (Force Majeure Events).

16.2 In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

16.3 If the period of delay or non-performance continues for 4 weeks, either party may terminate this agreement for use of the App or the Services by giving 5 days’ written notice to the other party.

17. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE

17.1 We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

18. NO RIGHTS FOR THIRD PARTIES

18.1 This contract is between you and us. No other person shall have any rights to enforce any of its Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19. IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE

19.1 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

20. EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER

20.1 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

21. GOVERNING LAW

21.1 This contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, except where Wemby is required, under applicable consumer law, to permit legal proceedings to be brought by a consumer in their local courts.