Agreement and Term
1] These Terms (“Terms”) set out the terms and conditions under which Food Medic Ltd, incorporated and registered in England and Wales with company number 09436878 whose registered office is at FMA Accountants Ltd Building 3 Chiswick Business Park, 566 Chiswick High Road, London, England, W4 5YA (“We”, “Our”, “Us”) will licence the App to You (“You” or “Your”) on a non-exclusive, non-transferable subscription basis for the Subscription Term.
2] By clicking ‘accept’, You agree to be bound by these Terms throughout the Subscription Term.
3] The definitions and rules of interpretation used in these Terms are shown at the end of it.
The App
4] We shall supply You with access to the Food Medic App during the Subscription Term.
5] The App may provide links to third-party websites, message boards, forums, chat and newsgroups. These links will take You to external pages and You agree that We are not responsible for the content of any of those external pages or any links, websites, research, recipes, information, forums, or similar We provide or suggest to You.
Your Obligations to Us
a.
6] You agree to pay the Subscription Fees as set out in these Terms.
7] You agree that You may not cancel the Subscription or payment of the Subscription Fee during the Subscription Term except in accordance with the Cancellation provisions below.
8] You agree;
a) to update the App as soon as reasonably practicable after each update or upgrade is released;
b) use all reasonable endeavours to prevent any unauthorised access to, or use of, the App and, if there is any such unauthorised access or use, promptly notify Us with details thereof;
c) not to use the App other than as set out in these terms;
a) not to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App;
b) not de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App or attempt to do such;
c) not to make the App available to any third party via Your logins or otherwise.
Fees and Payment
9] We will invoice the Subscription Fees to You monthly in advance. I If you do not pay the Subscription Fees we may disable Your access to the App.
10] The Subscription Term will automatically renew and/or extend the Subscription Term for a further year and invoice and pursue payment of all outstanding Subscription Fees for the full Subscription Term from the Company immediately.
11] Any increased in the Subscription Fees will be notified to You in advance and if You do not wish to continue with the Subscription You can cancel on 30 days written notice. Any Subscription Fees paid in advance will be forfeit by You.
12] If, after termination of the Subscription Term there remains an outstanding payment due from you for any Subscription Fees or any other agreed charges, a final invoice of the outstanding balance due, will be sent to you and must be settled in full by you within 7 days of the date of the final invoice.
Cancellation of Subscription
13] Within 14 days of the date of any increase in the Subscription Fee (and before it takes effect), You may cancel Your subscription on 30 days’ written notice to Us.
14] Any Subscription Fees You have paid in advance will be forfeit on cancellation by You.
15] Cancellation shall not affect the obligations not to copy, confidentiality, data and privacy, non-circumvention provision of these Terms.
16] You agree that if You do not disclose the information requested, We may cancel Your Subscription and You will forfeit all Subscription Fees paid up to the date of cancellation.
17] We may withdraw this licence at any time with immediate effect on written notice to You. If We cancel Your Subscription (other than as set out in clause 22 below), We will refund you any Subscription Fees paid in Advance that relate to use of the App after the date of cancellation by Us.
Termination for cause
18] We may terminate these Terms with immediate effect by giving written notice to You if:
a. You commit a material breach of any term of these Terms and fail to remedy that breach within a period of 14 days after being notified in writing to do so;
b. You repeatedly breach any of the terms of these Terms in a manner indicating Your conduct is inconsistent with the terms of these Terms;
c. We suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of Our business.
19] For the purposes of 22.a, “material breach” is one that is serious in the widest sense of having a serious effect on the purpose or benefit derived from use of the App, reputational harm to Us or You and/or breach of these Terms.
Your Data and Privacy
20] We collect and processes your personal data for the purposes of providing the Subscription and We ask that the data You provide to Us is honest, accurate and complete and You agree You are responsible for making sure it is.
21] Any information that You provide to Us will be held and processed according to Our Data Protection and Privacy Policy. By signing these Terms, you also agree to Us processing your personal data under the terms of our <<Data Protection and Privacy Policy>>.
22] In the event of a medical emergency, safeguarding or similar critical health scenario or event, You agree that We may share information regarding Your health that is submitted to the App by You to the emergency services and medical practitioners, in which case we will notify You of that as soon as possible. You can request in writing that We do not share your data in this way by emailing hazel@drhazelwallace.co.uk.
23] You can request a copy of the data we hold about you at any time under our <<Data Protection and Privacy Policy>>.
24] All correspondence with You will be sent to the e-mail address You provide to Us when You register. It is your responsibility to ensure that we always have correct contact details for You via Your profile page on the App.
Publicity and Intellectual Property Rights
25] We encourage You to share Your positive experience of using the App across social media.
26] Unless otherwise agreed by You in writing in advance, We will not use Your name, image or any personally identifiable information regarding You. By signing these Terms You agree that We may use anonymised information for case studies and semi-anonymised feedback and/or endorsements received from You across all media channels for marketing purposes.
27] We own and shall at all times retain ownership of all intellectual property rights in the Subscription and the output from them.
Exclusion and Limitation of liability
28] The App provides general guidance and information for educational purposes only. This It is not medical advice and it is not intended as a substitute for professional medical advice, diagnosis, or treatment. You agree that You will always consult your doctor or qualified healthcare provider prior to commencing any new diet or exercise regime and with all questions or concerns about your health and that You will not disregard or delay seeking medical advice because of something you read on the App.
29] You agree and accept that We do not make any guarantees and we do not provide any warranty or indemnity about the information on the App, by use of it by You and/or health and wellbeing outcomes and results therefrom. You further agree and accept that We cannot and do not guarantee that you will attain a specific or particular result, and that health, fitness, and nutrition success depends on each individual’s background, dedication, desire, and motivation. You agree and accept that as with any health-related program or service, Your results and outcomes may vary, and will be based on many variables, including but not limited to, Your individual capacity, unique health and genetic profile, starting point, expertise, and level of commitment. You accept that results differ between individuals and that the App provides general and not specific advice or recommendations personalised for You.
30] You agree that We have no liability whatsoever in respect of advice and well being suggestions and/or any outcome from such use.
**31]**Our maximum liability, should any liability be imposed, shall be the Subscription Fees actually paid by You during the preceding twelve (12) months.
32] We exclude our liability for damages, loss, personal injury or death resulting from use of the App to the fullest extent permitted under English Law. Nothing in these Terms shall limit or exclude Our or Your liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation connected with the App, or any other liability which cannot be limited or excluded by applicable law.
General Provisions
33] Age Invoice: You warrant that you are over 18 years of age.
34] Force Majeure: We shall not be in breach of these Terms nor liable for failure of the App to operate, for any delay in its operation or any events, circumstances or causes beyond Our reasonable control. If the period of delay or non-performance continues for 3 months, We may terminate these Terms by giving you 14 days' written notice to that effect.
35] Variation: No variation of these Terms shall be effective unless it is in writing and signed by You and Us (or Our authorised representatives).
36] Waiver: A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
37] A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
38] Rights & Remedies: Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
39] Severance: If any provision or part-provision of these Terms 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 these Terms.
40] If any provision or part-provision of these Terms is deemed deleted under 45 you and We 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
41] Entire Agreement: These Terms and the Invoice(s) constitutes the entire agreement between Us and You and supersede all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
42] 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 shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
43] Third Party Rights: Each party confirms it is acting on its own behalf and not for the benefit of any other person and these Terms does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
44] Notices: Any notice or communication given under or in connection with these Terms shall be in writing and shall either be delivered by email, by hand, by next working day courier service or by first class post to the address provided on record at the outset of these Terms.
45] A notice or communication sent under clause 49 above shall be deemed to have been received at the time the notice is left at the proper address if delivered by hand, on next working day if sent by courier service, at 9.00 am on the second Business Day after posting if sent by first-class post and at the time it is marked as read if sent by email. For all other communications to Us sent via email or the chat function on “Practice Better”, We aim to respond within 48 hours on Business Days.
46] Governing Law: These Terms 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.
47] Jurisdiction: You and We irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms.
DEFINITIONS & INTERPRETATION
In these Terms and the Invoice, the following definitions apply:
App: the software supplied by Food Medic Ltd. Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Invoice: a fee note from Us to You setting out the Subscription Fees You must pay to Us.
Subscription: the monthly access to Our “Food Medic” App and its health and nutrition platform which we make available to You for the Subscription Term on payment of the Subscription Fees.
Subscription Fees: the charges for Your use of Our App.
Subscription Term: twelve months from the date of download of the App by You (whether or not You use it).
In these Terms and the Invoice, the following general rules of interpretation apply:
General Interpretation: Clause and paragraph headings shall not affect the interpretation of these Terms. Unless the context otherwise requires, words in the singular include the plural and vice versa; references to clauses are to the clauses of these Terms; references to a statute or statutory provision is a reference to it as in force as at the date of these Terms; a “person” includes a natural person, corporate or unincorporated body and 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. In the case of conflict or ambiguity between any provision contained in the body of these Terms and any provision contained in the Invoice or any other information, the provision in the body of these Terms shall take precedence.