Be Well World Terms of Use

These terms and conditions (together with any documents referred to therein) are the terms and conditions of use ("Terms of Use") which apply to the integrated virtual health and well-being platform made accessible through the Be Well World application on mobile devices or through the domain bewellworld.tictrac.com (the "Platform"), and its access and use by an organisation or its employees ("you" or the "User"). Howden Employee Benefits & Wellbeing Limited (Company Number 2248238), whose registered office is at One Creechurch Place, London EC3A 5AF, and  Howden Iberia SAU (Registration Number 000663018) whose registered office is Paseo de Recoletos, 37 4th Floor, 28004 – Madrid, Spain (collectively "Howden"),  are each contracted with Tictrac Limited (Company Number 07400167), whose registered office is at 14 New Street, London, EC2M 4TR to provide Howden's clients with the Platform. The Platform is owned, hosted and administered by Tictrac Limited and its group of companies.

By using the Platform or by clicking "I Agree" or similar electronic acceptance, you agree to be bound by these Terms of Use. You will be asked to accept these Terms of Use as part of your account registration on the Platform. Thus, if you do not wish to be bound by these Terms of Use, please refrain from accessing or using the Platform.
We may update or revise these Terms of Use from time to time and will endeavour to notify you of any significant changes by posting a message on the Platform. If you do not agree to, or cannot comply with, the Terms of Use as revised, your sole recourse is to cease your use of the Platform. You will be deemed to have accepted the Terms of Use as amended if you continue to use the Platform after any amendments are made.

Accessing the Platform

We hereby grant you permission to access and use the Platform solely for your personal non-commercial purposes and only as permitted by these Terms of Use, with the primary objective of accessing the Services (as defined below). Thus, we may suspend your access to the Platform or terminate your account with us if your use of the Platform or the Services breaches any of these Terms of Use. In addition, we may withdraw, suspend, or discontinue any functionality or feature of the Platform or Services for any reason, notably if the Platform or Services are affected by any unforeseeable event, including external causes with the same characteristics.

Technical or security threats or issues affecting the Platform may require us to suspend the Services to ensure they are secure and/or operating optimally. We are not responsible to you if this happens, but if it does, we will notify you as soon as we can and take the steps that we reasonably can to minimise the interruption to the Platform access and the Services.

The Services 

The Platform is a health and well-being solution that enables a User to engage with and improve their well-being by using a range of physical, mental, financial, and social well-being tools to set goals and progressively work towards achieving them by tracking their actions, interacting with informational content, and receiving nudge style notifications (the "Services").

The Platform supports corporate team challenges and customisable content such as articles, videos, and surveys, which are managed both centrally and through an online content management tool called Contentful. Customisable content areas will be managed centrally through online access to Contentful.

The information provided through the Services and throughout the Platform is intended for education and skill development purposes only. It is not intended to be comprehensive, nor to constitute professional or medical advice or be used as a substitute for medical diagnosis or treatment. The information does not constitute psychotherapy and is not intended to suggest or recommend a course of treatment or replace personal consultation with a qualified health care professional or mental health specialist. You should always obtain professional or medical advice, appropriate to your own circumstances, with any questions you may have regarding a health or medical condition. Never disregard, avoid or delay obtaining advice from your doctor or other qualified health provider due to something you read on the Platform.

User Accounts on the Platform

To use the Platform, you must register for a user account ("Account") and be aged 14 years or older. To register for an Account, we must invite you to create one as a benefit of your employment with a company or association. As a primary account holder, you may invite your spouse or eligible child (over the age of 14 only) to create an Account. As the primary account holder, as part of the registration process, you will be required to provide us with certain information about you, your spouse and/or your eligible child(ren). You agree that you will provide accurate, current and complete information about yourself and promptly update all information in your Account to ensure that your Account is accurate, current and complete. You may update or change your Account settings at any time.

You are not permitted to transfer or sell your Account to any other person nor provide any other person with access to your Account as further provided in these Terms of Use.

Confidentiality

 agree that the Account that you use to access the Platform can only be used by you and that you will not share your password to access the Platform with anyone. You also agree that for any device on which you can use a biometric identifier to automatically enter your password for the Platform, including but not limited to a fingerprint or facial image, you will not allow any other person to store their biometric identifiers on that device. You must notify us if you become aware of a potential breach of security, such as the unauthorised disclosure of your password. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the unauthorised use of your Account.

Furthermore, you agree that you will only use the Services for your benefit and will not use the Services for the benefit of a third party.

Privacy

By accessing or using the Platform and in order to provide you with access to the Platform and the Services, you understand that we will need and will collect and use certain information about you, including your personal information as defined in, and in accordance with, our Privacy Policy, which we encourage you to read prior to accessing the Platform as it includes important details about how we collect and process your personal information.

Appropriate Use of the Platform

When accessing the Platform, you must comply with the provisions of these Terms of Use and any other policies that are on the Platform and/or which apply to the use of particular parts of the Platform and/or products and services which are available from time to time.

In no event are you permitted to publish, re-transmit, re-distribute, copy, adapt, vary, modify or otherwise reproduce any of the content which appears on any page of the Platform in any format to any third party.

Your use of the Platform is subject to all applicable local, provincial/territorial and federal laws and regulations. Unless you have been expressly permitted to do so in a separate agreement with us, you agree that you will not reproduce, reverse engineer, duplicate, copy, sell, trade or resell any features of the Platform or any of the products and services for any purpose.

In addition, you agree that you will not use the Platform to:   

• promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;

• promote, upload, post, or otherwise make available any abusive material, harassing, obscene, vulgar, hateful, invasive of another's privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;

• upload, post or otherwise make available any material that contains viruses, malware or other malicious software;

• upload, post, or otherwise make available any material that you do not have a right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third party;

• make any false representation, including impersonation of any person or entity or misrepresentation of your affiliation with any person or entity;

• engage in any activity that interferes with or disrupts the use of the Platform, including bypassing any measures we may use to prevent unauthorised access to the Platform;

• engage in any activity that attempts to extract any proprietary software used to maintain the Platform; or

• track, trace or harvest any information on any Account or any other person who visits the Platform.

You agree that you are solely responsible for (and that we have no responsibility to you or any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which we may suffer) of any such breach. In addition, we reserve the right to investigate, suspend and/or terminate and deactivate your Account if you engage in any of the above activities, misuse the Platform or otherwise engage in acts that we regard as inappropriate or unlawful.

You agree that no email address found on the Platform may be harvested or otherwise used for solicitation.

You must not misuse the Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any material posted on it, or any website linked to it. You must ensure that your computer has all necessary software to protect you from computer viruses.

Except to the extent expressly set out in these terms, you are not allowed to:

• make any copies, translate, transmit, distribute, sell, reverse-compile, disassemble or otherwise reverse engineer any part of the Platform; or

• remove or change anything on the Platform; or

• remove or change any copyright, trademark or other intellectual property right notices contained in the original material or that printed off from the Platform; or

• modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text; or

• Use any part of the materials on the Platform for commercial purposes without obtaining a licence from us or our licensors to do so.

Links to Third-Party Sites and Third-Party Information

The Platform may, from time to time, include links to external third-party websites and resources. Such third-party websites are not under our control, and we are not responsible for the content of these websites, resources, and pages or for anything they provide. The third-party links included on the Platform are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such website or the products or services offered therein. If you decide to access any of the third-party websites, you do so entirely at your own risk, and we accept no responsibility or liability for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third-party websites.

You further acknowledge and agree that we shall not be responsible or liable, indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party sites or resource.

Intellectual Property Rights

All Intellectual Property Rights (as defined below) contained in, and any material published on (including but not limited to text, video, photographs and other images and sound, trademarks and logos), the Platform are owned by us, members of our group of companies or their respective licensors, Tictrac or members of its group of companies, or the relevant third party proprietor, licensor or other owner of the Platform or such Intellectual Property Rights. Copyright laws and treaties around the world protect those works. All such rights are reserved.

You acknowledge and agree that you have no, nor shall you acquire any, title, interest or right in the Platform. You may not assign or transfer any of the contents of the Platform, and you may not grant any party a license to use or access the Platform. You may not create a link to the Platform without our prior permission.

The limited rights granted to you under these Terms of Use may be revoked by us at any time for any reason whatsoever.

"Intellectual Property Rights" for these Terms of Use shall mean all patents, design rights, domain names, registered designs, trade and service marks (registered and unregistered), know-how, rights in relation to databases, trade secrets and all other intellectual property rights throughout the world for the entire term of the rights concerned, including without limitation any licences or permissions in connection with the above from time to time belonging to a party, including all registrations and pending registrations relating to any such rights and the benefit of any pending applications for any such registrations and all reversions, extensions and renewals of any such rights.

Limitation of Liability

We are providing the Platform on an "as is" and "as available" basis and make no representations or warranties, express or implied, with respect to the accuracy, completeness, reliability, validity, or fitness for any particular purpose when it comes to the Platform, the Services or the content contained in the Platform (including any text, graphics, advertisements, links or other items) and disclaim all such representations and warranties. In addition, we do not warrant that use of the Platform will be free from viruses, uninterrupted, error-free, bug-free or secure. Use of the Platform and the Services available via the Platform are entirely at the User's own risk. Any material downloaded or otherwise obtained through the use of the Platform is done at the User's discretion and risk, and the User will be solely responsible for any damage to the User's computer systems or other devices or loss of data that results from the download from any such material. Commentary and other materials posted on the Platform are not intended to amount to advice on which reliance should be placed. We, therefore, accept no liability or responsibility arising from any reliance placed on such materials by any User or by any third party who may be informed of any of its contents.

The User acknowledges that it is solely responsible for the use to which it puts the Platform and all the results and information it obtains from it. As such, we take no responsibility whatsoever for the use and performance of the Platform and/or for any information obtained from it. The User acknowledges that the results do not constitute advice from Howden. The material displayed on the Platform is provided without any guarantees, conditions or warranties as to its accuracy.

To the extent permitted by law, we, other members of our group, Tictrac and all relevant third party proprietors, licensors or other content owners or contributors to the Platform hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and any liability for any direct, indirect, special or consequential loss or damage incurred by any user in connection with the Platform or in connection with the use, inability to use, or results of the use of the Platform, any websites linked to it and any materials posted on it, including, without limitation any liability for loss of income or revenue, loss of business, loss of profits, loss of anticipated savings, loss of data, loss of goodwill, loss of contracts, wasted management or office time and any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if they are foreseeable, known, foreseen or otherwise contemplated, unless otherwise agreed in writing between the parties.  

The above does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.

Connectivity

The internet is not always a stable medium, and errors, omissions, interruptions of service, and delays may occur at any time. As a result, in no event are we liable for delays, interruptions, service failures, or other problems inherent in the use of the internet, electronic communications, telecommunications networks or other systems or networks outside of our reasonable control, and we do not accept any ongoing obligation or responsibility to operate the Platform (or any particular part of it).

Change to the Platform

We may change the format and content of the Platform from time to time. You should refresh your browser each time you visit the Platform to ensure that you download the most up-to-date version of the Platform. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

We reserve the right, at our absolute discretion at any time and without notice, to remove, amend or vary any of the content that appears on any page of the Platform.

General

These Terms of Use form the entire understanding of the parties and supersede all previous agreements, understandings and representations relating to the subject matter. If any provision of these Terms of Use is found to be unenforceable, this shall not affect the validity of any other provision. We may delay enforcing our rights under these Terms of Use without losing them. We will not be liable to you for any breach of these Terms of Use that arises because of any circumstances that we cannot reasonably be expected to control. You agree that we may sub-contract the performance of any of its obligations or may assign these Terms of Use or any of its rights or obligations without giving you notice.

Governing Law and Jurisdiction

These Terms of Use shall be governed by English law, and you consent to the exclusive jurisdiction of the English courts in respect of these Terms of Use and any dispute relating to them. The English courts will have exclusive jurisdiction over any claim arising from or related to a visit to the Platform. However, we retain the right to bring proceedings against you for breach of these Terms of Use in your country of residence or any other relevant country.