Imperative Health Client Service Agreement
The aim of the Client Services Agreement is to ensure that AXA ICAS delivers the highest quality of service to its clients as safely as possible and that there is total clarity about the scope of the service. At the same time we want to ensure that the individual rights of our clients are protected as fully as possible.
Health disclaimer
Imperative is designed for information and coaching purposes only. This Service should not act as a replacement for the relationship you have with your healthcare professional. No information provided to you by Us either on the Website or via the Services is or should be treated as medical advice and it should not be relied upon as such. It is not intended as a substitute for any advice or treatment prescribed by a doctor or other health professional. You should consult your doctor or other health professional before commencing any activity under the Services if you have a medical or health condition that may be adversely affected by your use of the Services. You should also consult your doctor or other health professional if you feel unwell as a result of any activities you undertake as part of the Services.
Information given to you either via the Website or through Our provision of the Services should not be used for diagnosing or treating a health-related problem.
If you become pregnant you should consult your doctor or health professional to determine if you should continue to use the Services.
TERMS OF THE AGREEMENT
SECTION A: OUR AGREEMENT
1. Acceptance of Terms
1.1. These terms and conditions ("Terms") are the terms on which We provide the Services to you and therefore govern our agreement with you (the "Agreement"). Please read these Terms carefully before subscribing. You should keep a copy of these Terms for future reference. These Terms are deemed to incorporate the Privacy Policy which you should read together with the Terms set out below.
1.2. your use of this Website and/or the Services is at all times subject to these Terms. By accessing the Website and/or using the Services you agree to these Terms. If you do not agree to these Terms you should not access the Website or use the Services.
1.3. If you are a Corporate Client these Terms will still govern our agreement with you, save that:
1.3.1. clause 14 (Payment) will not apply as all sums payable to Us for the Services will be paid by your Service Principal;
1.3.2. If you choose to cancel or terminate the Services under clause 15 below, any refund which may be applicable will be not be paid to you but will be subject to Our agreement with your Service Principal.
2. Changes to the Terms
We may change or add additional terms to either the Terms or the privacy notice specific to the Website: (i) if we alter the existing services we provide; (ii) if we add new services to the Website or (iii) if we need to for security, regulatory or legal reasons. We will give you reasonable notice in advance of implementing such changes by making a posting on the Website. Where the planned changes are significant we may also choose to email you with details of the changes. If We make any significant changes to these Terms which you believe are detrimental to you, you may cancel your subscription for the Services in accordance with clause 15 below.
3. Terms used in this Agreement
In this agreement we use certain terms which have specific meanings. These are identified with initial capital letters and are as follows:
Agreement
you or Client is any authorised user of Imperative (also your where appropriate).
Forum means any chat room, message board, bulletin board, or similar means by which you and other users of the Website can communicate
Imperative Service Pack means the equipment provided to you as part of the Services and as described in clause 18.
Minimum Subscription Period means the minimum period for which you are required to subscribe to the Services for;
Postings means a post made by you or another user or the Website or Forum;
Corporate Client is an individual user who has been given access to Imperative by an employer or another party (Services Principal) who has purchased it from Imperative Health on the user’s behalf.
Services means the on-line user account, the services made available to you via the Website or off-line as set out in clause 13.2.
Services Team is the Imperative Health Client support team and may be contacted by email at Imperative.Support@axa-icas.com.
Services Principal is a party contracting with Imperative Health to provide the Services for the benefit of individual Clients.
"Us", "We", "Our" means Imperative Health Limited as further described in clause 4;
Website means the AXA ICAS Limited website with URL: www.ImperativeHealth.com.
These terms are only available in the English language.
SECTION B: ABOUT US
4. AXA ICAS Limited is a UK company registered in England and Wales under company number 0254857. Its postal address is:
AXA ICAS Limited, 5 Old Broad Street, London EC2N 1AD
If you have any questions, complaints or comments you may contact Us by e-mail at: Imperative.Support@axa-icas.com.
AXA ICAS Limited’s registered office is 5 Old Broad Street, London EC2N 1AD.
SECTION C: YOUR USE OF THE WEBSITE & THE SERVICES
5. Registration
5.1. In order to use the Services you will be required to register via the Website. As part of the registration process you will be required to create your own user account with Us. You are responsible for keeping your account details and password confidential. We do not have the means to check identities of people using the Website or the Services and will not be responsible for losses suffered by you where your password or user name is used by someone else unless this is due to Our negligence. If you believe that someone else is accessing your account you should contact Us immediately.
5.2. As part of the registration process you will be required to submit personal information to us, including your name, email address, postal address and contact details. You may also be required to provide us with information in relation to your medical condition. All personal information which you provide us with will be handled by us in accordance with the terms of our Privacy Policy.
5.3. Once you have completed the registration process you will be required to pay Us the Registration Fee as set out in clause 14 below. When we have received confirmation of your payment We will send you an email to the email address you provide Us with confirming your subscription to the Services.
6. your promise to Us
6.1. you confirm that:
6.1.1. you are at least eighteen (18) years old;
6.1.2. All information and details provided by you to Us (including on registration) are true, accurate and up to date in all respects and at all times. You can update or correct your personal details at any time by amending your online profile details.
6.1.3. you will comply with the restrictions on your use of the Website/Services as set out in these Terms; and
6.1.4. In relation to any material submitted to or posted on the Website by you, that you have the right to do so and have obtained all necessary licences and or approvals.
6.2. you acknowledge that We have limited control over the nature and content of information and programs transmitted or received by you or other Users of the Website/Services. You agree to compensate and defend Us fully against any claims or legal proceedings brought against Us by any other person as a result of your breach of these Terms.
6.3. If We take legal action against you for non-payment or any other breach of these Terms and a court makes an award in Our favour you will be responsible for all costs allowable by the Courts.
7. Restrictions on your use of the Website/Services:
7.1. If you are pregnant should consult with your doctor or physician before using the Services and starting a new exercise regime.
7.2. If you have a medical conditions that may affect your ability to take exercise you should similarly consult with your doctor or physician before starting any new exercise regime.
7.3. you should contact the Services Team if you wish to discuss any possible limitations to your use of the Services.
7.4. Depending on your responses to the health questionnaire you are required to complete on registration, We may restrict your access to use the activity planning section of your account. This access will only be restricted until one of our consultants has spoken to you to discuss your circumstances. This restriction is intended to be for your benefit to enable you to make the most out of the Services we provide. If you are not contacted by a consultant within [48] hours of attempting to access the restricted activity plan, you should contact one of our Service Team at Imperative.Support@axa-icas.com.
8. your Conduct
8.1. As a subscriber to the Services, you automatically become a community user of the Website, which provides you with access to certain equipment, Services, features and resources such as the ability to post messages on one of the Forums (such feature is not available to those who are not community users). In order to ensure that all users are able to derive the maximum benefit from the Website, We require you to adhere to the Website community standards and conduct guidelines set out in clause in clause 8.2 below.
8.2. The Website community standards and conduct guidelines: you agree not to use the Website (including any Forums) to:
8.2.1. upload, post, email or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable (at Imperative Health’s sole discretion);
8.2.2. harm minors in any way;
8.2.3. impersonate any person or entity, including, but not limited to, a director, officer, employee, shareholder, agent or representative of AXA ICAS Limited, its affiliates or any other person or entity, or falsely state or otherwise misrepresent your affiliation with AXA ICAS Limited or any other person or entity;
8.2.4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through the Website;
8.2.5. upload, post, email or otherwise transmit any Postings or other materials that you do not have a right to upload, post, email or otherwise transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
8.2.6. upload, post, email or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity or other proprietary rights of any party;
8.2.7. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of commercial solicitation except in the areas of the Website, if any, that are specifically designated for such purpose;
8.2.8. upload, post, email or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
8.2.9. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Forum (or other portion of the Website) are able to type, or otherwise act in a manner that negatively affects other users' ability to use any Forum;
8.2.10. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
8.2.11. intentionally violate any applicable laws or regulations;
8.2.12. "stalk" or otherwise harass another user of the Website or any employee of Imperative Health; and
8.2.13. collect or store personal data or attempt to collect or store personal data about other users of the Website from the Website.
8.3. your privilege to use and access this Website (including the Forums) and contribute to discussions on the Website and the Forums depends on your compliance with the Website community standards and conduct guidelines set out in clause 8.2 above.
8.4. We reserve the right to suspend, restrict or terminate your use or access to all or a portion of the Website (including to the Forums) at any time without notice if We have reasonable grounds to believe that you have breached any of the Website community standards and conduct guidelines set out in clause 8.2 above.
9. your Use of the Forums
9.1. All Forum communications, including, but not limited to, chat and message board communications, are public and not private communications. We reserve the right to monitor some, all, or no areas of the Website (including any Forum) for adherence to the community standards and conduct guidelines set forth in clause 8.2 above or for any other purpose.
9.2. you acknowledge that by providing you with the ability to distribute Postings in the Forums, We are acting as a passive conduit for such distribution and do not assume any obligation or liability relating to any Postings or activities in any Forum.
10. Our Notice and Takedown Policy
10.1. If you would like to complain about any Postings made on the Forum please contact us at Imperative.Support@axa-icas.com or use the report abuse button provided on the Website.
10.2. We reserve the right to remove all Postings we believe to be in breach of the Website community standards and conduct guidelines, the Terms, or which we believe may be illegal.
10.3. Although We reserve the right to remove, without notice, any Forum Posting for any reason, We have no obligation to delete Postings that you may find objectionable or offensive.
11. Rights granted and rights reserved
11.1. your use of the Website/Services and its contents grants no rights to you in relation to Our intellectual property rights including, without limitation, copyright trade marks, logos, graphics, photographs, animations, videos and text or the intellectual property of third parties in the Website/ Services and its contents.
11.2. you may not copy, reproduce, republish, download, post, broadcast, record, transmit, commercially exploit, edit, communicate to the public or distribute in any way the services, Web pages or materials on the Website/Services or the computer codes of elements comprising the Website/Services other than for your own personal use. Subject to the above, you may download insubstantial excerpts of this content to your hard disk for the purpose of viewing it provided that no more than one copy of any information is made.
11.3. Any use other than that permitted under this clause may only be undertaken with Our prior express authorisation.
11.4. By submitting information, text, photos, graphics or other content to Us via the Website/Services, you grant Us a right to use such materials at Our own discretion in any media including, without limitation, to edit, copy, reproduce, disclose, post and remove such materials from the Website (including the Forums).
12. Linked Sites
12.1. We may provide links to other Websites from time to time (via advertising or otherwise). You acknowledge that:
12.1.1. these links are provided for your ease of reference and convenience only;
12.1.2. We do not control such third party Websites and are not responsible for their contents;
12.1.3. Our inclusion of links does not imply any endorsement of the material contained in such Websites or any association with their operators;
12.1.4. We will not be party to any transaction or contract with a third party that you may enter into via such sites;
12.1.5. We shall not be liable to you in respect of any loss or damage which you may suffer by using those Websites;
12.1.6. you agree that you will not involve Us in any dispute between you and the third party.
SECTION D: THE SERVICES
13. The Services
13.1. The Services are aimed at bringing together weight management, nutrition and exercise into an integrated personal coaching service using our online tool.
13.2. As part of the Services you will receive:
13.2.1. An Online Account on the Website: To enable you to create your own health profile, to work with Our health experts to devise programmes aimed at improving your health and to monitor your progress;
13.2.2. Access to Our phone service: allowing you access to our health professional;
13.2.3. Access to Our Forums: to allow you to discuss matters of interest with other users of our Services;
13.2.4. Access to the Member's Only Sections of the Website: Including activity, weight, nutrition tools, content and coaching features;
13.2.5. The Imperative Health Service Pack Equipment: you will receive an Imperative Health Service Pack containing a personal activity monitor, weighing scales and a heart rate monitor (where applicable). You will be able to transmit information from this equipment directly to your account provided you have a Bluetooth connection on your computer.
13.3. The term of the Agreement will be as set out in clause 15 below.
14. Payment
14.1. At the point of registration you will be charged a registration fee which includes a one-off, upfront fee and your first Monthly Fee (as defined below) (the "Registration Fee"). The amount payable for the Registration Fee will be clearly shown on the Website.
14.2. At the end of your first month, and for each subsequent month for which you are receive the Services, We will automatically charge you a monthly fee using your specified method of payment (the "Monthly Fee") until you cancel your account with Us. The amount payable for the Monthly Fee will be clearly stated on the Website.
14.3. [We will give you at least thirty (30) days' notice of any increase to the Monthly Fee. If you wish to cancel your subscription to the Service following notice of any such increase to the Monthly Fee, you may do so by emailing us at Imperative.Support@axa-icas.com. Any such cancellation will be effective in accordance with the provisions of clause 15 below.
14.4. you confirm that the credit/debit card that is being used for payment of the Registration Fee and/or Monthly Fee is yours. All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment We will not accept your order and We will not be responsible for any delay or non-delivery of the Services. We are not obliged to inform you of the reason for the refusal.
14.5. We are not responsible for your card issuer or bank charging you as a result of Our processing of your credit/debit card payment in accordance with your order.
15. Term and Cancellation
15.1. This Agreement will begin on the date We send you an email confirming your subscription to the Services and will continue for a Minimum Subscription Period of four (4) months until We or you terminate or cancel it in a manner set out in this clause 15.
15.2. The Minimum Subscription Period is four (4) months. During this time you may only terminate this Agreement:
15.2.1. Under clause 2 if We have told you We are going to change the Service or these Terms in a way that significantly and detrimentally affects your rights or obligations; or
15.2.2. [Under clause 14.3 if We increase the Monthly Fee payable];
15.2.3. If you have not received the Imperative Service Pack from Us within thirty (30) days of the date of the email confirming your subscription to the Services in accordance with clause 19 below; or
15.2.4. If you exercise your right to cancel the Services under the distance selling regulations in accordance with clause 16 below.
15.3. If you wish to terminate this Agreement within the Minimum Subscription Period under clause 15.2 above you can do so by e-mailing your user name and password to Imperative.Support@axa-icas.com with a note explaining the reason for your cancellation. At least fourteen (14) days notice should be given before your next payment is due so that We can take the necessary steps to stop the next and future payments being collected.
15.4. After the Minimum Subscription Period you may terminate this Agreement by e-mailing your user name and password to Imperative.Support@axa-icas.com with a note explaining the reason for your cancellation. At least fourteen (14) days notice should be given before your next payment is due so that We can take the necessary steps to stop the next and future payments being collected.
15.5. We may terminate this Agreement by giving you fourteen (14) days' notice in writing by email to your registered email address.
15.6. We may also suspend the Service and terminate this Agreement without notice and without refunding any advance payments in the following circumstances:
15.6.1. if you breach any of your obligations under this Agreement;
15.6.2. if bankruptcy proceedings are brought against you, or if you do not pay a court judgment on time, or if you make an arrangement with your creditors or if your assets are the subject of any form of seizure; or
16. Cancellation rights under distance selling legislation
In addition to your right of termination as set out in clauses 15.2 and 15.4 above, under Distance Selling legislation you may cancel this Agreement within seven (7) working days commencing on the day after you receive the Imperative Service Pack by emailing Us at: Imperative.Support@axa-icas.com
17. The Effect of Cancellation:
17.1. If you terminate this Agreement under clauses 15.2 or 15.4 above, or if We exercise Our right to terminate this Agreement under clause 15.5, We will refund any full month's Service Charge which you have paid in advance for the Service for the period after the Agreement has ended.
17.2. If We suspend of terminate this Agreement under clause 15.6 We will do so without notice and without refunding any advance payments.
17.3. Where you exercise your right of cancellation under clause 16 above, We will refund any payments you have made, subject to the provisions of clause 21 below.
17.4. Any refunds due to you from Us under this clause 17 will be paid to you no later than thirty (30) days from the day you give Us notice of cancellation.
17.5. Please note that you will not be able to access your online account after cancellation or termination of this Agreement by either you or Us.
SECTION E: THE IMPERATIVE SERVICE PACK
18. The Imperative Service Pack
18.1. As part of the Service you will receive the Imperative Service Pack from Us which will contain:
18.1.1. A personal activity monitor;
18.1.2. weighing scales; and, where applicable,
18.1.3. a heart rate monitor (the "Imperative Service Pack").
18.2. If you have any difficulty setting up and using any of the equipment supplied as part of the Imperative Service Pack on your personal computer you should contact the service team at Imperative.Support@axa-icas.com. They will help you with any set-up problems you may have.
19. Delivery
19.1. We will deliver to the Imperative Service Pack to you within thirty (30) days of receiving the email confirmation of your subscription from Us. If the Service Pack does not arrive within this time you may cancel your order with Us and you will receive a full refund.
19.2. As soon as the Imperative Service Pack is delivered to you, you are responsible for it.
19.3. We want you to be happy with the equipment you receive from Us as part of the Imperative Service Pack. If you are unhappy with the Equipment in any way please contact Our Customer Service Team at Imperative.Support@axa-icas.com as soon as possible.
20. Returns and replacements
20.1. you have certain rights under the law. These include:
20.1.1. that any equipment supplied by Us will be of satisfactory quality, fit for their intended purpose, and will conform to any description given on this Website;
20.1.2. certain remedies if a equipment supplied by Us to you is defective; and
20.1.3. a right to return to US equipment supplied by Us within seven (7) days after the day on which you receive it, and receive a full refund even if it is not defective. This right is subject to certain conditions and exceptions (see clause 21 below).
20.1.4. Nothing in these Terms is intended to affect these statutory rights. For more information about your statutory rights contact your local citizens Advice Bureau or Trading Standards Office.
21. Return of Non-Faulty Goods
21.1. If, in accordance with clause 16, within seven (7) days after the day you have received your Imperative Service Pack, you change your mind about wanting to use the Services, you may return the Imperative Service Pack to Us at the following address:
Services Team
LimitedAXA ICAS Limited, Imperative Service Team, AXA ICAS, 23 St. Leonards Road, Eastbourne East Sussex BN21 3PX
21.2. you will receive a complete refund of the amounts you have paid to Us, including delivery, if:
21.2.1. you notify Us in writing that you are cancelling your purchase no later than the seventh (7th) Working Day after the day on which you received your Imperative Service Pack;
21.2.2. you have taken reasonable care of the equipment supplied to you as part of the Imperative Service Pack prior to return - in particular this means that none of the equipment have been damaged in anyway.
21.3. you may give Us notice of cancellation by any written means (including email, fax or letter), but it will speed up the process for you and Us if you contact Us by email at Imperative.Support@axa-icas.com or write to Us at the address set out above.
21.4. Please return the equipment supplied in the Imperative Service Pack in suitable packaging to ensure it reaches Us in good condition.
21.5. We will refund the purchase price and original delivery charge of any goods returned no later than thirty (30) days from the day you give Us notice of cancellation.
21.6. Please note that if you fail to take reasonable care of the returned equipment, or fail to return the equipment to Us, We will be entitled to make a claim against you for any losses which We suffer.
21.7. Returns despatched to Us more than seven (7) days after receipt by you will not be accepted without the prior agreement of Our Services Team.
22. Return of Faulty Goods
22.1. If a equipment supplied to you as part of the Imperative Service Pack is faulty, please contact Our Services Team straight away by email at Imperative.Support@axa-icas.com
22.2. If after you have contacted the Services Team, it is agreed that you need to return a piece of equipment because it is not functioning properly, We will refund you the cost of the return postage and provide a replacement free of charge.
22.3. Any equipment that malfunctions within twelve (12) months of delivery will similarly be replaced free of charge if it is undamaged and has not been exposed to excessively harsh use. Normal wear and tear will be accepted.
22.4. The Services Team will advise on the procedure for returning equipment and obtaining a refund of postage costs.
23. Non-transferability of the Services
23.1. We does not permit the shared use of the Services or the transfer of Services access codes (user name and password) from you to anyone else as this compromises the effectiveness of the Services.
23.2. Unauthorised use of the Services in this way is a breach of this Agreement and will result in the withdrawal of your access to the Services.
SECTION F: OUR LEGAL OBLIGATIONS AND LIMITS ON OUR LIABILITY
24. We accept liability for death or personal injury caused by Our negligence or that of Our employees and agents. We do not seek to exclude liability for fraudulent misrepresentation by Us or Our employees or agents.
25. Please carefully read the Health Disclaimer at the top of this Agreement. If you have any concerns about your health at all, either before, during or after your use of the Services, you should immediately consult a medical Doctor.
26. The material We supply to you on the Website is for education and information purposes. This material is not specific to you and We do not warrant that information We provide will meet your personal health or medical requirements. You should contact a health professional if you feel unwell or are concerned about your health.
27. you have certain rights under the law. These include:
27.1. that any equipment supplied by Us will be of satisfactory quality and fit for their intended purpose;
27.2. that We will provide the Services to a reasonable standard and within a reasonable time.
28. Nothing in these Terms is intended to affect these statutory rights. For more information about your statutory rights contact your local Citizens Advice Bureau or Trading Standards Office.
29. If We breach these Terms We shall only be liable for losses which are a reasonably foreseeable consequence of such a breach, up to a maximum of. Losses are foreseeable where they could be contemplated by you and Us at the time of entering into this Agreement. This cap will not apply to any breach by Us under clause 24.
30. We are not responsible for:
30.1. losses not caused by Our breach;
30.2. indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and Us at the time of entering into this Agreement, for example loss of profits or loss of opportunity;
30.3. Postings made by other users of the Website, including but not limited to any Postings made on a Forum;
30.4. your ability to access the Website. We will make reasonable efforts to make the Website available to you 100% of the time, however we will not be responsible for disruptions due to scheduled maintenance of our facilities and internet connectivity or as a result of other Events Beyond Our Control;
30.5. ensuring that any material downloaded or otherwise obtained through your use of the Website is free from computer viruses. We will make reasonable efforts to ensure all material posted by Us on the Website is free of computer viruses, however you must take your own precautions in relation to protecting your computer any computer viruses. Any material you download from the Website is at your sole risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such equipment, offering, content or material; or
30.6. failure to provide the Service or to meet any of Our obligations under this Agreement where such failure is due to Events Beyond Our Control.
"Events Beyond Our Control" means any cause beyond Our reasonable control which prevents Us from providing the Service or fulfilling any of Our other obligations under this Agreement and includes but is not limited to fire, flood, storm, riot, civil disturbance, war, nuclear accident, terrorist activity and acts of God.
SECTION G: GENERAL PROVISIONS
31. Confidentiality and data protection
We are committed to protecting your privacy and security. All personal data that we collect from you will be processed in accordance with our Privacy Policy. You should review our Privacy Policy, which is part of this Agreement by virtue of this reference. By using the Services you consent to your personal data being used and processed in accordance with our Privacy Policy.
32. International Use
We make no promise that the Services and/or equipment are appropriate or available for use in locations outside the United Kingdom or United States of America. If you choose to access this site from locations outside the United Kingdom or United States of America, you do so at your own risk and are responsible for compliance with local laws.
33. Unenforceability of a Clause
If any part of these Terms is disallowed or found to be ineffective by any court or regulator, the other provisions shall continue to apply.
34. Disputes
We will do Our best to resolve any disputes over this Agreement. If you wish to take court proceedings against Us you must do so within the United Kingdom. If you live in England or Wales the laws of England and Wales shall apply and if you live in Scotland, Scottish law shall apply.