Terms & Conditions
Umi Health Benefits Terms and Conditions (“Terms”).
By creating an account through www.umi-health-benefits.com you (Customer) confirm that you have read, understood and agree to these Terms. Umi Health Ltd is a company incorporated and registered in England and Wales with company number 12022105 whose registered office is at International House, 64 Nile Street, London, N1 7SR (Umi).
Umi has created and developed content that sits on the Umi platform at www.umi-health.com which it makes available to subscribers via the internet on a paid subscription basis for the purpose of female health education.
The Customer wishes to use Umi's service in its employee benefits scheme.
Umi has agreed to provide and the Customer has agreed to take and pay for Umi's service as part of its employee benefit scheme subject to the terms and conditions of this agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees who are authorised by the Customer to use the Services, inclusive of any family or friends of the employee.
Benefits Plan: the female health education benefits plan purchased by the Customer from www.umi-health-benefits.com.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
Customer Data: the data inputted by the Customer, Authorised Users, or Umi on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Effective Date: the date of which the Services commence (as specified by the Customer at time of purchase).
Initial Subscription Term: a period of 1 year starting on the Effective Date.
Renewal Period: the period described in clause 13.1.
Services: the Benefits Plan and related services provided by Umi to the Customer under this agreement via www.umi-health.com or any other website notified to the Customer by Umi from time to time.
Subscription Fees: the subscription fees payable by the Customer to Umi for the User Subscriptions, as set out in www.umi-health-benefits.com/plans-pricing.
Subscription Term: being the Initial Subscription Term together with any subsequent Renewal Periods.
User Subscriptions: the user subscriptions purchased by the Customer, as per the terms of the Customer’s chosen Benefits Plan, which entitle Authorised Users to access and use the Services in accordance with this agreement.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. User Subscriptions
2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 1.1 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Umi hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Subscription Term solely for the purpose of the Benefits Plan.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
(c) each Authorised User shall keep a secure passcode for their use of the Services and shall keep their password confidential.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and Umi reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) use the Services to provide services to third parties; or
(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into Umi's network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Umi.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Benefits Plan Upgrades and Downgrades
3.1 The Customer is unable to decrease the User Subscriptions during the Initial Subscription Period or during subsequent Renewal Periods. If the Customer wishes to decrease the User Subscriptions, it must terminate this Agreement in accordance with clause 13 and re-subscribe selecting the number of User Subscriptions it requires.
3.2 The Customer can increase User Subscriptions at any time during the Initial Subscription Period or Renewal Period. To increase User Subscriptions during a Subscription Term, the Customer should terminate their upcoming renewal through their online account and purchase a Benefits Plan for increased User Subscriptions to start at the date at which they require the increase in User Subscriptions to be effected. In such an event, the Customer shall contact Umi using the contact form here to process a refund of the pro-rated Subscription Fees for the terminated Benefits Plan.
4.1 Umi shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this agreement.
4.2 Umi shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that Umi has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
5. Data protection
6. Third party providers
7. Umi's obligations
7.1 Umi undertakes that the Services will be performed with reasonable skill and care.
7.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Umi's instructions, or modification or alteration of the Services by any party other than Umi or Umi's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Umi will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
7.3 Umi is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 This agreement shall not prevent Umi from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.5 Umi warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7.6 Umi shall follow its archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Umi shall be for Umi to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Umi. Umi shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Umi to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.
8. Customer's obligations
8.1 The Customer shall:
(a) provide Umi with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by Umi;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;
8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
9. Charges and payment
9.1 The Customer shall pay the Subscription Fees to Umi for the User Subscriptions in accordance with this clause 9.
9.2 Should the payment for any Subscription Fee for any Renewal Period fail for any reason, and where the renewal was not cancelled by the Customer prior to the start of the Renewal Period, the Customer shall be responsible for informing Umi and repurchasing the same Benefits Plan, or a Benefits Plan with higher User Subscriptions, within 30 days of the scheduled renewal date.
9.3 If Umi has not received payment within 30 days after the Renewal Period, and without prejudice to any other rights and remedies of Umi:
(a) Umi may, without liability to the Customer, disable the Customer's account and access to all or part of the Benefits Plan and Services and Umi shall be under no obligation to provide any or all of the Services while the Subscription Fees for the Renewal Period remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Umi's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 12.3(b), non-cancellable and non-refundable;
(c) inclusive of value added tax (where applicable).
9.5 Umi shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 1.1 at the start of each Renewal Period upon 30 days' prior notice to the Customer.
10. Proprietary rights
10.1 The Customer acknowledges and agrees that Umi and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
10.2 Umi confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d) is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2 Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Umi's Confidential Information.
11.6 Umi acknowledges that the Customer Data is the Confidential Information of the Customer.
11.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8 The above provisions of this clause 11 shall survive termination of this agreement, however arising.
12. Limitation of liability
12.1 Except as expressly and specifically provided in this agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Umi shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Umi by the Customer in connection with the Services, or any actions taken by Umi at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services are provided to the Customer on an "as is" basis.
12.2 Nothing in this agreement excludes the liability of Umi:
(a) for death or personal injury caused by Umi's negligence; or
(b) for fraud or fraudulent misrepresentation.
12.3 Subject to clause 12.1 and clause 12.2:
(a) Umi shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) Umi's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
12.4 Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of Umi’s Intellectual Property Rights.
13. Term and termination
13.1 This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) The Customer terminates this Agreement by notifying Umi by cancelling the Benefits Plan from within their account at any time prior to the expiry of a Subscription Term. Termination will be effective from the last day of the Subscription Term; or
(b) The Customer wishes to increase User Subscriptions pursuant to clause 3.2 and terminates this Agreement by notifying Umi by cancelling the Benefits Plan from within their account at any time with termination to take effect the day before the increased User Subscription Benefits Plan is to take effect;
(c) Umi notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(d) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so; or
(c) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
13.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services;
(b) Umi may destroy or otherwise dispose of any of the Customer Data in its possession unless Umi receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Umi shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Umi in returning or disposing of Customer Data; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14. Force majeure
Umi shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Umi or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement 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.
18. Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
19. Entire agreement
19.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
19.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
19.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement, based on any statement in this agreement.
20.1 The Customer shall not, without the prior written consent of Umi, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
20.2 Umi may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
21. No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22. Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be in writing and shall be sent by email to the other party's email address.
24. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This Subscription Agreement has been entered into on the date stated at the beginning of it