END USER LICENCE AGREEMENT

Terms and Conditions

1. These Terms

   1. What these terms cover. These are the terms and conditions on which we supply our services and digital content to you (‘Service User ́ or ‘you’).
   2. Why you should read them. Please read these terms carefully before you sign up to use our app. These terms tell you who we are, how we will provide services and content to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

2. Information About Us and How to Contact Us

   1. Who we are. We are Changing Health a company registered in England and Wales. Our company registration number is 09922269 and our registered office is at 3rd Floor Citygate, St. James Boulevard, Newcastle Upon Tyne, England, NE1 4JE.
   2. How to contact us. You can contact us by telephoning our customer service team at 0333 866 6147 or by writing to us at hello@changinghealth.com or Changing Health, The Catalyst, Newcastle Helix,
      3 Science Square, Newcastle upon Tyne, NE4 5TG
   3. How we may contact you. If we have to contact you we will do so by telephone, Video Calling (for Coaching sessions only and only where pre-agreed) or by writing to you at the email address or postal address you provided to us in your referral.
   4. “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our Contract With You

   1. By entering your details and signing up for the service, and associated content and services, and clicking “I accept” below you are entering into a contract with us on the basis of the terms set out below in this document.
   2. Our website, services and content are only meant for domestic personal use by UK residents. Unfortunately, we do not make our app, services or content available to users outside the UK.

4. Overview of service

   1. ‘The Service’ in the context of this document refers to the digital services, Coaching services and all content available via the app;
      1. Prevention – a behaviour change programme for those at risk of developing Type 2 diabetes;
   2. The Service is delivered through a web app or mobile app, supplemented with telephone or video coaching, by individuals with expertise in lifestyle management and training in the delivery of brief motivational techniques (‘a Coach’). Service Users will receive 9 months’ access to the Service, commencing from the date of your first registration with the Service. 
   3. The Service provides Service Users with the ability to log and track activity (daily steps), weight, and food intake, and write Action Plans in support of lifestyle change goals.  At a defined point within the learning content, eligible Service Users will gain the ability to book up to nine live Coaching sessions.
   4. We may change the site, Services (including Coaching) or content from time to time to update for changes in scientific knowledge, improve usability or to comply with regulatory changes. We may also require you to update or add additional content to your profile/account in order to optimise your use and outcomes from the Service.
   5. Coaches are assigned to Service Users based on their requested availability.  A Coach assigned to a Service User can view and monitor ALL data logged or otherwise provided to the Service by that Service User, unless the Service User states otherwise when that data is provided. You must choose the appropriate privacy settings when entering your data on the app if you do not want our Coaches to access that information. Please contact customersupport@changinghealth.com  if you require assistance with your privacy settings.
   6. Coach appointments are delivered by telephone or Video Call at an agreed date and time. A Service User can view their Coach’s availability for appointments through the app. If a booked appointment needs to be cancelled by the Coach, then Service Users will receive an email notification at least 1 hour in advance of that booked appointment. Any sessions cancelled by the coach can be rebooked by the service user for another date. If you need to cancel or reschedule a session you must do so as soon as possible and not less than 24 hours in advance of the Coaching session. If a Service User fails to cancel an appointment they cannot attend at least 24 hours in advance, and does not respond to a telephone call received as a booked appointment, that booked appointment will still be taken from your appointment allowance.
   7. If you wish to change your Coach for any reason, you may request this at any time by contacting customersupport@changinghealth.com. Please note that we have a limited number of Coaches and may not be able to accommodate multiple changes of Coach. 
   8. If you are referred to the Service by Ingeus UK Limited (Ingeus), Changing Health will notify  Ingeus about your status within the programme (declined, ineligible, did not attend education, attended education, did not complete education, completed education) after your referral.  Changing Health will update any changes to your status with Ingeus as required. This information will also be shared with your GP and be updated by your GP on your electronic health record. Please see our privacy policy for more information about how we handle your personal data. If you have any questions or concerns about your data please contact us to discuss: dpo.changinghealth@kaleidoscopeconsultants.com. If you require more information about how Ingeus or your GP handle your personal data please refer to their privacy policies (which should be available on their websites).
   9. By registering as a Service User you represent that all information supplied about the User is accurate. You may suffer serious harm if you provide misleading or untrue information about yourself, your age or your health in using the Service, including the Coaching service.
   10. We will provide you with access to the Services once you have completed all registration requirements and we have confirmed your subscription with Ingeus. You will be able to make use of the Services for the duration of your subscription (9 months) unless and until either of us terminates this agreement in accordance with its terms or the Services otherwise become unavailable either on a temporary or permanent basis.

5. This Site Does Not Provide Medical Advice

   1. ALL OF THE MATERIAL PROVIDED THROUGH THE SERVICE, SUCH AS TEXT, TREATMENT SUGGESTIONS OR ASSUMPTIONS, DOSAGE SUGGESTIONS OR ASSUMPTIONS, OUTCOMES, CHARTS, GRAPHICS, PHOTOGRAPHS, IMAGES, ADVICE, MESSAGES AND ANY OTHER MATERIAL PROVIDED, ARE FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING YOUR HEALTH. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ WITHIN THE SERVICE.
   2. IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY OR NEED TREATMENT, CALL YOUR DOCTOR OR LOCAL EMERGENCY SERVICES IMMEDIATELY. CHANGING HEALTH DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PHYSICIANS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SITE. RELIANCE ON ANY INFORMATION PROVIDED BY CHANGING HEALTH OR MEMBERS OF ITS COACHING TEAM IS AT YOUR OWN RISK ALTHOUGH WE WILL ALWAYS ENSURE OUR SERVICES ARE PROVIDED WITH REASONABLE SKILL AND CARE AND IN ACCORDANCE WITH ACCEPTED MEDICAL PRACTICE AND YOUR RIGHTS AS A CONSUMER.

6. Acceptable and Lawful Use of Service by Users

   1. Service Users shall not post or upload any information or other content via the Service that (a) is false, inaccurate or misleading; (b) is obscene or indecent; (c) infringes any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any party; or (d) is defamatory, libellous, threatening, abusive, hateful, contains pornography or any other illegal content. Users shall not interfere with other Service Users’ use of the service, or Coach’s delivery of the service (for example, by harassing, threatening, abusing, insulting, soliciting, overtly promoting personal interests, or stalking another Service User or Coach, including the use of expressions of bigotry, racism, hatred, profanity or which might otherwise cause offence). Members may not use the Service to conduct any activity that is illegal or violates the rights of others, provide instructional information about illegal activities, or promote physical harm or injury against any group or individual.
   2. You represent and warrant that the information provided when registering as a Service User, and all the information that you subsequently provide regarding yourself and your Service use, is true and accurate and not misleading.
   3. You undertake at all times to conduct yourself in an appropriate manner when interacting with our Coaches and any other persons in relation to the Services or your use of the site, apps or Services. We will not tolerate any abusive or inappropriate behaviour whether by or towards Service Users. We will take all appropriate action, which may include immediate termination of your access to the Services if we become aware of any such issues.

7. No Interference with Operation of Service

   You may not use any robot, spider, scraper, or other automated means to access the site, apps, content or services provided through the Service for any purpose. You may not post content containing or otherwise introduce to the site, apps or Service any viruses, ransomware, malware, Trojan horses, worms, time bombs, spiders, or other computer programming routines that do or are intended to (whether temporarily or permanently) damage, restrict, detrimentally interfere with, lock-down, surreptitiously intercept or expropriate any system, data or personal information. You shall not attempt to make any of the site, apps or Service unavailable through denial-of-service attacks or similar or other means. You shall not use contact information provided or obtained through the site, apps or Service to facilitate the sending of unsolicited bulk communications such as SPAM or SPIM or allow others use of your user account to take such actions or for any other reason.

8. Service for Non-Commercial Use Only

   The Service is for the personal use of individuals only and may not be used in connection with any commercial endeavours. Organisations, companies, and/or businesses should not use the Service without express consent from Changing Health. Users of the Service with individual commercial interests may not solicit customers or promote products or services in any engagement with the site, apps or Service or other Service Users. All content shared within the site is not for external use or onward distribution. Please direct all media and all research requests to hello@changinghealth.com

9. Privacy

   You agree that you have read, understood and accept Changing Health’s Privacy Policy. Together, paragraph 4.h above and the Privacy Policy explain Changing Health’s collection of personal and non-personal information from you when using the Service and its use of and sharing of such personal and non-personal information. As noted in paragraph 4 your personal data will be shared with Ingeus, our Coaches and your GP.

10. Service Password and Login Identity

    You are responsible for maintaining the confidentiality of your Changing Health service password and login, and are fully responsible for all activities that occur under your password or account with or without your knowledge (unless such activity has been caused by the acts or omissions of Changing Health). If you knowingly provide your login and password information to another person, your membership privileges and all access to and use of the Service may be suspended temporarily or terminated. You agree to immediately notify Changing Health of any unauthorized use of your User password or login or any other breach of security by hello@changinghealth.com

11. Linking to the Site

    1. You may link to the Changing Health website home page (‘the Site’) at www.changinghealth.com provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Site in any website that is not owned by you. The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page. The website in which you are linking to our Site must comply in all respects with the obligations set out in these terms and conditions regarding Acceptable and Lawful Use (see paragraph 7 above).
    2. We reserve the right to withdraw linking permission without notice and you agree to immediately remove any links to which we object.
    3. If you wish to make any use of content on the Site, other than that set out above, please contact: hello@changinghealth.com 

12. Links to Other Websites

    1. Changing Health may contain links to other websites that are not under the control of Changing Health. The inclusion of any link is solely for your convenience and does not imply endorsement by Changing Health of such site and Changing Health is not responsible for the content of such linked sites. We do not monitor the content of third party websites or applications.

13. Service Access Suspension and Termination

    1. Reasons why we may have to suspend your access to the Site, apps or Services include:
       
       1. To deal with technical problems or make minor technical changes;
       2. To update the product to reflect changes in relevant laws and regulatory requirements;
       3. To make changes to the Site, app or Services;
       4. To carry out routine or emergency maintenance;
       5. We will try to give advance notice of any such suspensions but we do not guarantee access or availability for the site, apps or Services
    2. You agree that Changing Health may immediately terminate your Changing Health user account or limit or terminate your access to the Changing Health Service on prior written notice if: (i) you are in material breach of any of these terms and conditions or otherwise materially misuse the Site, app or Services; (ii) we are requested to do so by Ingeus, law enforcement or other government agencies; (iii) we receive a request from you (self-initiated membership cancellation); (iv) you have failed to provide us with accurate and timely information we have requested and which is essential to your use of the Service.
    3. We cannot guarantee the availability or suitability of the site, app or the Services, nor that any of them will be available completely uninterrupted or error free.
    4. You may cancel your subscription and terminate this agreement at any time by contacting us at: hello@changinghealth.com

14. Modifications to this Agreement

    1. Changing Health reserves the right to modify this Agreement at any time, and without prior notice, by posting amended terms on our website at www.changinghealth.com. We encourage you to review this Agreement periodically for any updates or changes, which will have an update effective date. Your continued use of the Site, app or Services will amount to your acceptance of such updated terms. Changing Health will notify Service Users by email of any material changes in the way we use personal information, and will seek Service users’ agreement to any such change.

15. If there is a problem with the service

    1. How to tell us about problems. If you have any questions or complaints about the Services, please contact us. You can telephone our customer service team at 0333 866 6147 or write to us  at customersupport@changinghealth.com or Changing Health, The Catalyst, Newcastle Helix, 3 Science Square, Newcastle upon Tyne, NE4 5TG
    2. Summary of your legal rights. We are under a legal duty to supply Services that are in conformity with this contract. See below for a summary of your key guaranteed consumer legal rights in relation to the Services. Nothing in these terms will affect your guaranteed legal rights as a consumer.
    3. Summary of your key legal rights
       
       1. This is a summary of your key legal rights. These are subject to certain exceptions and we note that you do not personally pay for any of the Services and this means you are not entitled to monetary refunds as no monies have been paid by you. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
       2. You are receiving digital content, and the Consumer Rights Act 2015 says digital content must be as described, fit for purpose and of satisfactory quality:
          
          1. If your digital content is faulty, you’re entitled to a repair or a replacement.
          2. If you can show the fault in our content has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.
       3. You may also be receiving services, the Consumer Rights Act 2015 says:
          
          1. You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, if we cannot repeat or fix a faulty service we may refund the  Ingeus some money; and
          2. that we must provide such remedy within a reasonable time.

16. Fees

    1. Use of the Changing Health service is free at the point of use to Service Users who have been referred to Changing Health by Ingeus. If you are contacted by any individual claiming to be associated with Changing Health requesting payment, please do not make any payment or share any information with them. If this does happen, you should contact Changing Health immediately on hello@changinghealth.com

17. Disclaimer of Warranties

    1. THE SERVICE AND ALL CONTENT MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CHANGING HEALTH DOES NOT MAKE, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, WARRANTIES AND REPRESENTATIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED CONDITION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SITE, APPS, SERVICE, THE SERVICE CONTENT, OR ANY ADVICE OR SERVICES PROVIDED THROUGH THE SITE TO THE FULLEST EXTENT PERMITTED BY LAW. CHANGING HEALTH DOES NOT WARRANT THAT ACCESS TO THE SITE, THE APP OR ITS CONTENT OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT WARRANT THAT INFORMATION WE PROVIDE WILL MEET YOUR HEALTH OR MEDICAL REQUIREMENTS. IT IS UP TO YOU TO CONTACT A HEALTH PROFESSIONAL ABOUT ANY CONCERNS YOU HAVE. IF YOU ARE A MEDICAL OR HEALTH PROFESSIONAL THEN YOU MAY USE THIS SITE FOR GENERAL INFORMATION PURPOSES. HOWEVER, YOU SHOULD NOT RELY ON MATERIAL INCLUDED ON THIS SITE AND WE DO NOT ACCEPT ANY RESPONSIBILITY IF YOU DO

18. Limitation of Liability

    1. Nothing in these terms of use excludes or limits Changing Health, its Partners, contributors, agents, employees, directors, or affiliates liability for death or personal injury arising from negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
    2. 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 us breaking this contracting or our failing to use reasonable care and skill in providing the Services. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen. However, as set out above the Services are purely for information and educational purposes and we do not provide medical services and the Services should not replace or be used in place of you seeking appropriate medical attention and advice via your GP, consultant or other clinicians. 
    3. 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 from time to time.
    4. TO THE FULLEST EXTENT PERMITTED BY LAW, CHANGING HEALTH, ITS PARTNERS, CONTRIBUTORS, AGENTS, EMPLOYEES, DIRECTORS, OR AFFILIATES EXCLUDE ALL OTHER CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS WHICH MAY APPLY TO THE SERVICE OR ANY CONTENT ON IT, WHETHER EXPRESS OR IMPLIED.
    5. CHANGING HEALTH, ITS PARTNERS, CONTRIBUTORS, AGENTS, EMPLOYEES, DIRECTORS, OR AFFILIATES WILL NOT BE LIABLE TO ANY USER FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH:
       1. USE OF, OR INABILITY TO USE, THE SERVICE; OR
       2. USE OF OR RELIANCE ON ANY CONTENT ACCESSED THROUGH THE SERVICE; OR
       3. UNAVAILABILITY OF THE SERVICE.
    6. PLEASE NOTE THAT WE ONLY PROVIDE THE SERVICE FOR DOMESTIC AND PRIVATE USE. YOU AGREE NOT TO USE OUR SERVICE FOR ANY COMMERCIAL OR BUSINESS PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
    7. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT UNLESS AND ONLY TO THE EXTENT THAT THE SAME WAS THE RESULT OF OUR NEGLIGENCE OR OUR ACTS OR OMISSIONS IN BREACH OF THIS AGREEMENT OR APPLICABLE LAW.We are not liable for any loss or damage caused by the acts or omissions of any third party nor which arise from or relate to events not reasonably within our control.

19. Governing law and jurisdiction

    1. These Terms & Conditions and your agreement to them and any disputes or claims arising out of or in connection with it, your use of the Service or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales.
    2. You agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.

20. Miscellaneous terms

    1. You agree not to display or use the Changing Health logo in any manner without Changing Health’s prior written permission. Other than the right to use the content and Services for your personal health management goals, you have no rights to use any of Changing Health’s intellectual property and all such rights are retained by Changing Health in full.
    2. Changing Health may assign this agreement at any time to a subsidiary or parent company or to a successor of its business as part of a merger or sale of substantially all of its assets. This agreement is personal to you. You may not assign or transfer this agreement without our prior express consent.
    3. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions will be unaffected and remain in full force and effect.
    4. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
    5. 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 from taking steps against you at a later date. 
    6. We reserve the right to investigate any complaints or violations of our terms of use or this agreement and to take any action we consider appropriate, including reporting any suspected unlawful activity to law enforcement officials, regulators or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user information, email addresses, usage history, IP addresses and unique device identifiers.
    7. If you have any questions or comments, or wish to report violations of this agreement, you can contact us at:

Changing Health Ltd
The Catalyst,
Newcastle Helix,
3 Science Square,
Newcastle upon Tyne
NE4 5TG
Company no. 09922269