1. The Heka Platform
1.1. Please read these terms (the “Terms”) carefully as they govern your use of the Heka booking system, apps, tools, platforms or other devices on which our services are made available to you (together, the “Platform”) and set out (i) your obligations to GoSweat Limited, trading as ‘Heka’, which is the owner and operator of the Platform, (and referred to in these Terms as “Heka”, “us”, “we” or “our”) whose registered office is 65b Landor Road Landor Road, London SW9 9RT and company registration number is 10399802, (together “the parties”) and (ii) your additional obligations to Users booking Well-being Experiences through the website www.hekhappy.com (“Website”).
1.2. By registering as a Well-being Provider (referred to in these Terms as the “Well-being Provider” or “you”) on the Platform, you confirm that you have read, understood and accept these Terms. The person who completes the online registration procedure on behalf of a Well-being Provider warrants and represents that he/she has full authority and the permission of the Well-being Provider to bind the Well-being Provider to these Terms.
1.3. The fee arrangement for use of the Platform by the Well-being Provider will be contained in a separate Order Form issued by Heka and signed by both parties or if no Order Form is used the Provider Fee Arrangement (each as defined below). These will be subject always to these Terms. In the event of a conflict between (i) the Terms and (ii) the Order Form or Provider Fee Arrangement, the terms of the latter will prevail.
1.4. Heka may vary these Terms from time to time and shall post such alterations on the Website. Heka will advise the Well-being Provider of any changes to the Terms by email or by a notification on the Platform at least 30 days prior to posting the alterations on the Website unless such changes are required to meet regulatory obligations or to address an unforeseen and imminent concern (such as fraud or a data breach), in which case no prior notice is required. If the Well-being Provider does not agree to the changes made to the Terms, then it shall have the right to cancel its agreement with Heka prior to the end of the notice period and stop using the Platform. It should do so by writing to Heka at email@example.com.The Well-being Provider’s continued use of the Platform after the date the changes have come into effect will constitute its acceptance of the amended Terms.
1.5. The Well-being Provider agrees that if it chooses to end this Agreement at any time, it will be required to comply with these Terms in full in relation to any outstanding Bookings which have been made but have not yet been completed.
These Terms also make use of the following definitions:
“Agreement” means these Terms, an Order Form (if applicable) and if no Order Form is used the Provider Fee Arrangement.
“Booking” means the purchase of a Voucher by a User for a Well-being Experience or for a Membership Subscription.
“Booking Fee” means the price of the Voucher or Membership Subscription purchased by a User, including VAT (where applicable).
“Corporate Partner” means any company that Heka partners with to provide well-being benefits to their employees.
“Date Specific Experience” means a Well-being Experience which is made available to the User to take place on a specified date only;
“Effective Date” means the date on which the Order Form or the Provider Fee Arrangement (as the case may be) is agreed between the parties.
“Membership Subscription” means the purchase of an annual subscription with a Well-Being Provider, by a User through the Website as further described in the user terms which can be accessed [here].
“Order Form” means Heka’s standard order form, issued by Heka to the well-being Provider which contains the Provider Fee and any other terms relating to the Well-being Provider’s use of the Platform.
“Provider Fee” has the meaning given to it in clause 5.1
“Provider Fee Arrangement” means the written agreement made between the parties (including by email correspondence) in accordance with clause 5.1 relating to the Provider Fee which forms part of the Agreement.
“User” means a person who makes a Booking, or makes use of a Voucher, who is an employee of a Corporate Partner.
“Voucher” means a voucher for a Well-being Experience which is purchased by a User through the Website.
“Well-being Experience” means the following categories of services which may be made available by the Well-being Provider to Users through the Platform: physical activities, mental wellbeing, lifestyle products (“Date Specific Experiences”) and on demand activities.
“Well-being Provider Data” means contact details of the Well-being Provider (email address and telephone number) and payment details (account number and sort code)
3. Registration procedure
3.1. To register as a Well-being Provider with the Platform the Well-being Provider should follow the registration steps set out on the Website.
3.2. The Well-being Provider warrants that:
a) all information it provides for inclusion on the Platform (including pictures, photos, video and descriptions) relating to the Well-being Experience, including the facilities, services and availability times and any other applicable policies and restrictions (the "Provider Information") shall be true and accurate and not misleading. To the extent that either party discovers that any such information is incorrect or misleading the Well-being Provider will promptly remove the information from the Website;
b) it owns or has a licence to use the Provider Information so that it can be displayed on the Platform. It will indemnify and reimburse Heka for all liabilities, costs, expenses, damages and losses suffered or incurred or paid by Heka arising out of or in connection with a claim alleging that Heka’s use of the Provider Information infringes the rights of, or has caused harm to, a third party.
3.3. In respect of 3.2(b), Heka will give the Well-being Provider sole control of the defence and settlement of any claim (provided that the Well-being Provider may not settle or defend any claim unless it unconditionally releases Heka from all liability and such settlement does not affect Heka’s business or the Platform). Heka will provide the Well-being Provider on request with all reasonably available information and assistance, and will not compromise or settle such claim.
3.4. The Well-being Provider shall ensure that all individual practitioners (including but not limited to personal trainers), will be required to provide proof of their appropriate qualification and insurance prior to their services being listed on the Platform.
3.5. The Well-being Provider shall ensure that the Provider Information is correct and up-to-date at all times and shall provide Heka with updates to the Provider Information as may be required to maintain accuracy.
3.6. Heka will let the Well-being Provider know if it needs to edit or exclude any Provider Information at its discretion.
3.7. Heka will provide the Well-being Provider with a user ID and password which will allow it to access the dashboard on the Platform. The Well-being Provider agrees to safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access. The Well-being Provider agrees to immediately notify Heka of any security breach or improper use.
4. Price, availability and conditions parity
4.1. The Well-being Provider shall ensure that the price, availability and conditions of Well-being Experiences that it provides to Users are the same as or better than those made available by the Well-being Provider to other websites and online platforms that are the same as or similar to the Platform.
4.2. If Heka discovers that the Well-Being Provider has not complied with the provisions of clause 4.1, then this constitutes a material breach of the Agreement and Heka reserves the right to cancel this Agreement in accordance with clause 14.2 and remove the Provider Information from the Website.
4.3. During the term of the Agreement, the Well-being Provider shall not approach any Heka Corporate Partner directly without express permission granted in writing by Heka.
5.1. The parties acknowledge that Heka is not the provider of the Well-being Experience. However, as the owner of the Platform it will act as an intermediary between the Well-being Provider and the Users and will collect the Booking Fees from Users.
5.2. As consideration for Heka making the Platform available to the Well-being Provider to offer the Well-being Experiences to Users, Heka reserves the right at any time to amend the price of the User Booking Fees. However, the agreed Well-being Provider Booking Fee will be paid to the Well-being Provider as set out in the Order Form or Provider Fee Arrangement. For the avoidance of doubt, Heka reserves the right at any time (upon at least 15 days’ prior written notice) to amend the Booking Fee paid by Heka to the Well-being Provider will be adjusted accordingly. However, the Provider Fee cannot be amended unless agreed in writing between the parties.
5.3. Heka shall pay the User Fee to the Well-being Provider as follows:
a) For a Date Specific Experience, 7 days after the relevant Voucher has been redeemed by the User.
b) For a Membership Subscription, monthly in arrears.
6.1. Heka is not party to any contract or arrangement entered into between Users and the Well-being Provider for the provision of the Well-being Experience, and consequently shall not be liable in respect of any liability whatsoever, subject to clause 12.1, in relation to any damage or loss caused by Users, or any other matter arising in relation to a Booking. The Well-being Provider shall indemnify and reimburse Heka for all liabilities, costs, expenses, damages and losses suffered, incurred or paid by Heka arising out of or in connection with a claim from a User in relation to a Well-being Experience provided by the Well-being Provider to Heka.
6.2. The Well-being Provider is responsible for bringing to the attention of the User any relevant terms and conditions in respect of the Well-being Experience.
6.3. The Well-being Provider agrees that it is bound to make available to Users the facilities and services stated on the Voucher until the expiry of the Voucher’s usage date (which shall be 31 days from the date of purchase by the User in the case of Vouchers unless specified otherwise by in the Provider Information).
7. Cancellation and refund policy for Users
Please refer to the cancellation and refunds page [here] for details of a User’s right to cancel a Well-being Experience and receive a refund in accordance with their statutory rights.
8.1. The Well-being Provider understands and agrees that Heka may ask Users to review the Well-being Experiences provided by the Well-being Provider on the Website and that Heka may use such reviews for any purpose, including providing such reviews to prospective Users and/or posting such reviews to the Website.
8.2. The Well-being Provider acknowledges that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, such reviews is the property of Heka, and nothing in the Terms shall be taken to transfer any such intellectual property rights to the Well-being Provider. In particular, the Well-being Provider may not use all or any part of a review for any purpose outside of the Heka Platform without Heka’s written permission.
8.3. Heka reserves the right, but shall not have an obligation, to monitor or edit User reviews. Heka shall be under no obligation to remove or edit any review at the request of a Well-being Provider. The Well-being Provider further agrees that Heka shall have no liability in relation to the publication of any review.
8.4. If review comments fall outside Heka’s guidelines Heka may choose to remove the offending comments from the review but to leave the score, or reject the entire review, and we may offer the User another opportunity to review.
9.1. Heka makes no warranty that the Platform will provide an uninterrupted service or be error free, or that any defects will be identified or corrected. While Heka will take steps to prevent misuse of its systems, it cannot warrant that the Platform will be free of viruses or other malicious code and accepts no liability for loss or damage caused from the transmission of such code. Heka recommends that the Well-being Provider always use up-to-date firewalls and anti-malware software to protect its equipment and data.
9.2. Heka makes no warranty as to the Users it may refer to the Well-being Provider and is not liable for any loss or damage the Well-being Provider may incur as a result of a Booking, including without limitation any damage caused by the User.
9.3. Heka acts as an introducer and is not a party to any contract made between the Well-being Provider and the User. The Well-being Provider will be responsible for all legal and regulatory requirements relevant to its contract with the User.
10. Data Access and Data Protection
10.1. Both parties shall comply with the applicable requirements of all applicable data protection and privacy legislation in force from time to time in the UK.
10.3. Heka confirms that Well-being Provider Data is only stored and used for the purposes of paying the User Fee to the Well-being Provider and displaying the Well-being Provider’s Experiences on the Platform. Such Well-being Provider Data is not shared with any third party without your consent except that Heka will share the Well-being Provider Data with trusted payment providers solely for the purpose of providing the Well-being Provider with the User Fee.
10.4. The Well-being Provider can access through the Platform aggregated data about the total number of bookings, sessions that have been booked, the value of sessions and session data relating to times and dates. For the avoidance of doubt the Well-Being Provider does not have access to personal information about the Users through the Platform (unless those Users have agreed to any Well-being Provider terms and conditions and completed the booking through the Well-being Provider’s own website).
11.1. Each party undertakes that it shall not at any time during the Agreement and for a period of two years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (“Confidential Information”), except for disclosure:
a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 11; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.2. Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Agreement.
12. Limitation of Liability
12.1. Nothing in the Terms shall exclude or limit either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
12.2. Subject to clause 12.1, Heka’s total aggregate liability to the to the Well-being Provider under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused will be limited to the Booking Fee relating to the Well-being Experience that gives rise to the liability.
12.3. Except as expressly set out in the Terms, all conditions, warranties and obligations which may be implied or incorporated into the Terms by statute, common law, or otherwise and any liabilities arising from them are expressly excluded to the extent permitted by law.
12.4. Heka shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, any other economic loss or any consequential or indirect losses.
13. Intellectual Property Rights
13.1. For the purpose of this clause 13, “Intellectual Property Rights” shall mean all copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
13.2. The Well-being Provider acknowledges and agrees that the Intellectual Property Rights in the Platform are the property of Heka and/or its licensors, and nothing in these Terms shall be taken to transfer or assign any Intellectual Property Rights to the Well-being Provider.
13.3. The Well-being Provider grants to Heka a perpetual, non-exclusive, royalty free and worldwide right and licence to use, amend (in accordance with these Terms) and display the Provider Information.
14. Term and Termination
14.1. This Agreement shall, unless otherwise terminated in accordance with these Terms, commence on the Effective Date and shall continue for 6 months (the “Initial Subscription Term”) and, thereafter shall be automatically renewed for successive periods of 3 months (each a "Renewal Period"), unless either party 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.
14.2. Heka reserves the right to remove any Well-being Provider from the Platform and terminate this Agreement at any time and for any reason, at its discretion upon 30 days’ prior notice except that no notice is required in the event that (i) the Well-being Provider is in persistent breach of the terms and conditions and/or (ii) there is a legal or regulatory obligation on Heka, which means it cannot give 30 days' notice.
14.3. In the event that Heka terminates the Agreement in accordance with clause 9.1 and removes the Well-being Provider from the Platform, then prior to or at the time of removal Heka shall provide the Well-being Provider with a written statement of its reasons for terminating the Agreement except that that this will not be required where Heka is subject to a legal or regulatory obligation not to disclose such information, or where Heka can demonstrate the Well-being Provider has persistently breached the terms of the Agreement.
14.4. Without affecting any other right or remedy available to it, Heka may terminate this Agreement with immediate effect by giving written notice to the Well-being Provider if:
a) the Well-being Provider commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
b) the Well-being Provider takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
c) the Well-being Provider suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
14.5. Without affecting any other right or remedy available to it, the Wellbeing Provider may terminate this Agreement with immediate effect by giving written notice to Heka if Heka commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.
14.6. On termination of the Agreement for any reason:
a) Heka shall pay to the Well-being Provider all User Fees relating to completed Bookings; and
b) each party shall promptly return to the other party or destroy (at the other party’s request) all Confidential Information disclosed under this Agreement except that any Well-being Provider Data may be retained for 6 months and then deleted by Heka.
14.7. Termination or expiry of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15. General Terms
15.1. If any of the Terms are held to be illegal or unenforceable, such provisions shall be severed and the rest of the Terms shall remain in full force and effect.
15.2. The Terms constitute the entire agreement and replace any previous agreement or understanding (whether oral or written, express or implied) between the parties in respect of the matters contained or referred to in the Terms. Each party agrees that, in entering the Terms, it has not relied on and shall have no remedy in respect of, any representation, warranty or other provision (oral or written, express or implied) of any person which is not expressly set out in the Terms. The only remedy available in respect of any misrepresentation or untrue statement shall be a claim for breach of contract under the Terms. This paragraph does not operate to limit or exclude any liability arising from any fraudulent or dishonest statement, act or omission.
15.3. Heka reserves the right at all times to edit, refuse to post, or to remove from the Platform any information or materials for any reason whatsoever, and to disclose any information it deems appropriate to satisfy any obligation it may have under applicable laws, regulatory requirements, legal processes, or to satisfy any request of the police, government or any regulatory body.
15.4. The Well-being Provider may not assign, transfer or sub-contract any of its rights under the Terms without our prior written consent. Heka may assign, transfer or sub-contract all or any of its rights at any time without consent.
15.5. A person who is not a party to the Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision in the Terms.
15.6. No waiver by either party shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent a party from acting upon any continuing or subsequent breach or default.
15.7. If these Terms appear in a language other than English, it is for reading purposes only, and the Terms will be valid according to the original English language version.
15.8. If a Well-being Provider wishes to make a complaint or has any concerns in relation to these Terms it shall contact firstname.lastname@example.org.
15.9. The Terms shall be subject to the laws of England and the parties shall submit to the exclusive jurisdiction of the English courts in relation to any dispute arising from them.