Terms of Service

These terms of service and the Schedule(s) below (together, these "Terms") form a contract between You (referred to as "Customer") and WELLICS LTD (referred to as “Us", "We", "Our", "Provider") and govern Your right to access the Websites and the use of and access to the Services by You and Your Users as part of a Subscription during the Term. By accessing or using the Services or Websites or authorizing or permitting any User to access or use the Services or Websites, You are agreeing to be bound by these Terms. In the event of a conflict between these terms of service and Our Privacy Notice, these terms of service shall prevail. If You are using Our Services for an organization, You are agreeing to these Terms on behalf of that organization and in these Terms, "You" or "Your" refers to that organization. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and should not access or use the Services and/or Websites.

In these Terms, You and We are individually referred to as a "Party" and collectively as "Parties". You, as an individual, must be eighteen (18) years or older to access the Websites and register for and use the Services.

1. Definitions

In these Terms, except to the extent expressly provided otherwise:

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means an agreement or an order form referencing these Terms and executed or approved by the Customer and the Provider with respect to the Customer’s Subscription, which agreement may detail, among other things, the Plan applicable to a Subscription, the associated Charges, other details of the Subscription and any Schedules;

"Business Day" means any weekday (Mon - Fri) other than a bank or public holiday in Greece;

"Business Hours" means the hours of 09:00 to 17:00 (EET/EEST);

"CCN" means a change control notice issued in accordance with Clause 13;

"CCN Consideration Period" means the period of 10 Business Days following the receipt by a party of the relevant CCN from the other party;

"Charges": means the charges payable by You to Us for access to the Services under these Terms.

"Confidential Information" means the Provider Confidential Information and the Customer Confidential Information;

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Customer Confidential Information" means:

(a) any information disclosed by or on behalf of the Customer to the Provider at any time (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by the Provider to be confidential; and

(b) the Customer Data;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to these Terms, but excluding personal data with respect to which the Provider is a data controller;

Data includes:

Name, Surname
Email
Weight
Height
Sex
Inputs (manual and automated) about, sleep duration and sleep quality, hear rate and heart rate variability;

"Customer Systems" means the hardware and software systems of the Customer that interact with, or may reasonably be expected to interact with, the Hosted Services;

"Customisation" means a customisation of the Hosted Services, whether made through the development, configuration or integration of software, or otherwise;

"Data Protection Laws" means the EU GDPR, UK GDPR and all other applicable laws relating to the processing of Personal Data;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

"Effective Date" means the date of execution of the Agreement which is set to the ‘Subscription Start Date’;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means Wellics – Wellness platform, as specified in Schedule 1, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms;

"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

"Quantity" means the number of Users that have been authorized to use the Services by way of designated login credentials by the Customer.

"Personal Data" means personal data under any of the Data Protection Laws;

"Plan" means the pricing plan that You choose in connection with a Subscription for the associated functionality and services.

"Platform" means the platform managed and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider Confidential Information" means:

(a) any information disclosed by or on behalf of the Provider to the Customer at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Customer (acting reasonably) to be confidential; and

(b) the financial terms of the Agreement;

"Remedy Period" means a period of 30 Business Days following the Customer giving to the Provider a notice that the initial review has not passed or such other period as the parties may agree in writing;

"Schedule" means any schedule attached to the main body of these Terms;

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms;

"Set Up Services" means the configuration, of the Services in accordance with Schedule 1;

"Subscription" means Your subscription to the Services through a Plan of Your choice for Your access and use the Services.

"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

"Term" means the period of validity of each Subscription;

"Third Party Services" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by the Provider from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

"User" means those individuals the Customer authorize as users to use the Services by way of designated login credentials.

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Update" means a hotfix, patch or minor version update to any Platform software;

"Upgrade" means a major version upgrade of any Platform software; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1 The Agreement shall come into force upon the Effective Date and shall be in effect for a term of 12 months in case of a paying subscription or of 3 months in case of a free-trial (“Initial Term”), unless otherwise contained in an Agreement or Plan.

2.2 In case of a paying subscription, the Agreement shall renew automatically for the same period (“Renewal Term”) unless terminated earlier by either Party in accordance with these Terms. For the purposes of these Terms, “Term” shall mean the Initial Term and any Renewal Term(s).

2.3 The Agreement may be terminated anytime on the Customer’s demand, even without cause, under these Terms.

3. Set Up Services

3.1 The Provider shall provide the Set-Up Services to the Customer in order for the Hosted Services to be available to the Customer.

3.2 The Provider shall use reasonable endeavours to ensure that the Set-Up Services are provided upon or promptly following the Effective Date.

3.3 The Customer acknowledges that a delay in the Customer performing its obligations in these Terms may result in a delay in the performance of the Set-Up Services; and subject to Clause 21.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set-Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under these Terms.

3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set-Up Services by the Provider shall be the exclusive property of the Provider.

4. Hosted Services

4.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the completion of the Set-Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface for the internal business purposes of the Customer in accordance with the Documentation during the Term.

4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser or dedicated mobile applications for iOS and Android;

(b) the User Interface may only be used by the officers and employees of the Customer;

4.4 Except to the extent expressly permitted in these Terms or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

(d) the Customer must not make any alteration to the Platform; and

(e) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services.

4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

4.6 The parties acknowledge and agree that Schedule 3 (Availability SLA) shall govern the availability of the Hosted Services.

4.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

4.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

4.9 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

5. Scheduled maintenance

5.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 5.

5.2 The Provider shall where practicable inform the Customer at least 3 Business Days' prior of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.

5.3 The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.

5.4 The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed 48 hours.

6. Support Services

6.1 The Provider shall provide the Support Services to the Customer during the Term.

6.2 The Provider shall provide the Support Services with reasonable skill and care.

6.3 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under these Terms is overdue, and the Provider has given to the Customer at least 4 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. Customer obligations

7.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

(a) co-operation, non-financial support and advice (feedback of platform use, suggested improvements); and

(b) information and documentation;

as are reasonably necessary to enable the Provider to perform its obligations under these Terms.

7.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under these Terms.

7.3 The Customer is solely responsible for:

7.3.1. access and use of the Services of the Users in compliance with these Terms;

7.3.2. providing the Provider with and keeping current complete and accurate registration and User information;

7.3.3. maintaining the confidentiality of unique login information, credentials and passwords associated with the User, and the privacy and security of the User account;

7.3.4. all activities that occur within the platform and notifying the Provider immediately of any unauthorized access or use of the Services, log-in information, credentials or passwords, or any unauthorized activity in the Services;

7.3.5. ensuring that use of the Services to store, process and transmit Service Data is compliant with applicable laws and regulations, including Applicable Data Protection Laws;

7.3.6. activation of the Wellics Account on the designated time interval following the instructions sent to them by e-mail.

8. Customer Data

8.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under these Terms. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these Terms. In case of sublicensing, the Provider should have previously informed in written the Customer and will remain fully liable towards the Customer.

8.2 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 7 days.

8.3 Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 8.2. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

9. Integrations with Third Party Services

9.1 The Provider may integrate the Hosted Services with any Third-Party Services at any time.

9.2 Notwithstanding the presence of any Third-Party Services integration, particular Third-Party Services shall only be activated with respect to the Hosted Services account of the Customer by the Customer

9.3 The Provider shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services. Subject to this, the Provider may remove, suspend, deactivate or limit any Third-Party Services integration at any time in its sole discretion.

9.4 The Customer acknowledges and agrees that the activation of Third-Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third-Party Services and vice versa.

9.5:

(a) The Provider gives guarantees, warranties or representations in respect of any Third-Party Services;

(b) The Provider will be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third-Party Services; and

(c) The Provider must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by a provider of Third-Party Services is lawful.

10. No assignment of Intellectual Property Rights

10.1 Nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

11. Representatives

11.1 The Provider shall ensure that all instructions given by the Provider in relation to the matters contemplated in these Terms will be given by a Provider Representative to a Customer Representative, and the Customer:

(a) may treat all such instructions as the fully authorised instructions of the Provider; and

(b) must not comply with any other instructions in relation to that subject matter.

11.2 The Customer shall ensure that all instructions given by the Customer in relation to the matters contemplated in these Terms will be given by a Customer Representative to a Provider Representative, and the Provider:

(a) may treat all such instructions as the fully authorised instructions of the Customer; and

(b) may decline to comply with any other instructions in relation to that subject matter.

12. Management

12.1 The Customer may request a management meeting at each party's offices, by telephone conference or using internet-based conferencing facilities:

(a) once every 3 months during the Term; and

(b) at the reasonable request of either party.

12.2 A party requesting a management meeting shall give to the other party at least 20 Business Days' written notice of the requested meeting.

13. Change control

13.1 The provisions of this Clause 13 apply to each Change requested by a party.

13.2 Either party may request a Change at any time.

13.3 A party requesting a Change shall provide to the other party a completed CCN in the form specified in Schedule 5 (Form of CCN).

13.4 A party in receipt of a CCN may:

(a) accept the CCN, in which case that party must countersign the CCN and return it to the other party before the end of the CCN Consideration Period;

(b) reject the CCN, in which case that party must inform the other party of this rejection before the end of the CCN Consideration Period; or

(c) issue an amended CCN to the other party before the end of the CCN Consideration Period, in which case this Clause 13 will reapply with respect to the amended CCN.

13.5 A proposed Change will not take effect until such time as a CCN recording the Change has been signed by or on behalf of each party.

14. Charges, Billing and Payments

14.1 The Customer shall pay the Charges to the Provider in full immediately upon each due date with respect to a Subscription until the Subscription is terminated in accordance with these Terms.

14.2 All amounts stated in or in relation to these Terms are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

14.3 The Provider shall issue invoices for the Charges to the Customer on or after the activation of a Subscription or any amendments to the Subscription.

14.4 The Customer authorizes the Provider, as applicable, to bill and automatically charge the Customer the Subscription Charges, including for any Renewal Term. The Customer must notify the Provider of any change in their payment account information, either by updating their Billing Details or via e-mail to cs@wellics.com.

14.5 Upon Subscription’s activation, the Customer shall define the Quantity (number of Users) that will be authorized to use the Services according to the Plan limits. The Charges will be based on the Quantity value. In case more Users than the initially defined Quantity are authorized, the Quantity gets updated with relevant update of the Charges.

14.6 For the Starter Plan (up to 100 users), the following terms are applied:

(a) The Customer gets a free-trial period for a Term of three (3) months beginning on the Effective Date;

(b) After the free-trial period, the Customer will be charged for the initially defined Quantity for a Term of 12 months;

(c) The Subscription may be terminated at the end of Term. If termination is requested before the end of Term, the Customer retains full access to the Services until the end of Term and is not eligible for a refund of the unused Charges for Services.

14.7 For the Professional Plan (up to 500 users), the following terms are applied:

(a) the Customer will be charged for the initially defined Quantity for a Term of 12 months beginning on the Effective Date;

(b) The Subscription may be terminated immediately upon Customer’s request. The Customer refrains from access to the Services immediately and is eligible for a refund of the unused Charges for Services not rendered from the date of such termination.

14.8 Where Provider does not receive payment towards the Charges within the due date for a Subscription, the Customer shall be notified of such non-payment. The Provider must receive payments within a maximum of thirty (30) days from the date of the Provider’s notice to the Customer, failing which, in addition to the Provider’s right to other remedies available under law, the Provider may (i) suspend the Customer’s access to and use of the Services until the Provider receives payment towards the outstanding Charges; and/or (ii) terminate the Subscription in accordance with these Terms.

14.9 The Customer may upgrade between the Plans during the Term, but not downgrade. When the Customer upgrades, the new Charges become immediately applicable. Upon upgrade, the new Charges for the subsisting month would be charged on a prorated basis and shall be payable in accordance with these Clause 14. Subsequent m