Terms of Service

Update Date: 13 March 2024

These are Financial Health Club Ltd’s Terms of Service, which apply to your use of the Services, including our Sites, and constitute a legally binding agreement between you and us. If you use the Sites, place an Order or instruct us to provide any Services, you confirm that you have read, and accepted them.

IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE USE OF THE SERVICES/SITES.

Legal Information

Financial Health Club Ltd is a limited company incorporated in England & Wales, company number SC731134, whose registered office address is at Melville Street, Falkirk, Scotland, FK1 1HZ (‘Business’, ‘we’, ‘our’, and ‘us’).

Privacy Policy: https://financialhealthclub.co.uk/privacy-policy/
Consumer Information (your consumer rights): https://financialhealthclub.co.uk/wp-

content/uploads/2024/03/Consumer-Information-3.pdf

(1) AGREEMENT

(1) Your Agreement with us is made up of these Terms of Service (these Terms or the Terms). If you use the Sites or Order Services, you agree to the Terms, even if you or we don’t sign anything. These Terms apply to consumers and businesses, except where expressly stated otherwise.

(2) These Terms consist of the following which are expressly incorporated into the Agreement by reference: (i) the Consumer Information (accessible via the link above and applicable only if you are a consumer); (ii) Details, namely the written scope and specification of the Services and/or Deliverables and key related terms, set out on the Sites; and (iii) these terms & conditions (these Terms).

(3) If anything is inconsistent between the items/documents in clause 1.2 above, a term in an item higher in the list shall have priority over one lower in the list, except where expressly stated otherwise. For example, if the Details say 7 days and these Terms say 14, then 7 applies.

(4) You must be at least 18 years’ old to use the Services.
(5) Words in these Terms have specific meanings defined throughout and at end of these Terms.

Capitalised terms not defined elsewhere in these Terms have the meanings given to them in these Terms.

(6) Updates to these Terms. We may amend these Terms from time to time and updates are effective immediately upon written notice to you by email. If any update materially adversely affects your rights and obligations, those changes will be effective no sooner than 30 days after we notify you. Your continued use of the Services means you agree to such changes.

(2) SERVICES

(1) Services. The Services consist of the Sites and any products and services provided by us that refer to or link to these Terms, including without limitation any Deliverables (collectively, the “Services”) and are provided to you on a non-exclusive basis. We may offer different levels of Services tiers.

(2) Plans. The Services may be offered as plans, including memberships, subscriptions or agreed ongoing arrangements, as set out in the Details.

(3) Sites. We use Sites to provide the Services, including the following (collectively, the “Sites”): our software applications and Website and, if applicable, its subdomains and app, and third party Sites including products, platforms, services and software.

(4) Placing your Order. You can place an offer to purchase Services (“Order”) via the Sites. Please follow the onscreen prompts and instructions provided by us to do so. Each Order is an offer by you to

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purchase the Services specified in the Order subject to these Terms. Our acceptance of your Order takes place when we provide access to the Services/Deliverables or send an email to you to accept it (“Order Confirmation”). For subsequent Orders the Agreement shall be updated accordingly.

(6) Security and permission. You must use a strong password and not make your account or credentials available to any other person and you accept responsibility for all activities on your account.

(7) We may suspend or withdraw the Services. We do not guarantee that the Services will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of all or any part of the Services made available via them for any reason without notice.

(8) Updates to the Services. We may update and change the Sites/Services from time to time for any reason, without notice to you.

(3) TERM AND TERMINATION

(1) Commencement. These Terms (and Agreement) first come into effect on the earlier of the following dates, as applicable (the “Effective Date”): (a) the date you first use the Services; or (b) the date your first Order under the Agreement is accepted by way of an Order Confirmation.

(2) Duration. The Agreement continues until you let us know in writing that you’d like to end it, or vice versa. However, the earliest it can end is once all the agreed Services are delivered, plans have ended and after any agreed minimum term, unless terminated earlier in accordance with these Terms.

(3) Plans. Your plan for Services starts on the agreed start date and continues for the duration specified in the Details after which it ends automatically, unless the parties agree to extend it.

(4) Termination or expiry of the Agreement does not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

(5)(a) We have the right to end the Agreement or License, disable your account or suspend the Services, immediately by giving written notice to you, if: (i) you materially (seriously) breach the Agreement and this cannot be fixed, or if it can be fixed you don’t do so within 14 days of our request; (ii) you don’t pay us an amount we’re owed for 14 days or more after the payment due date; (iii) you repeatedly breach these Terms. (b) Doing so doesn’t affect our legal rights or remedies.

(6) When the Agreement ends, for any reason, you agree to do the following straight away: (a) pay our outstanding unpaid Charges for Services provided until the Agreement end date, and any interest and pre-agreed expenses; (b) stop using the Services, unless the License allows you to.

(4) CHARGES AND PAYMENT
(1) Charges. You agree to pay us the Charges for the Services, namely the prices quoted to you in writing,

in advance on the due dates specified or otherwise defined in the Details.

(2) Payment. Unless otherwise notified to you, we only accept payment via Stripe.

(3) Billing information and Payment Method. You must provide up-to-date, accurate and complete billing information and one or more Payment Methods. A “Payment Method” is an up-to-date, valid, accepted and authorised method of payment, as may be updated from time to time.

(4) How to pay. You authorise us and our third party payment processors to charge your Payment Methods for the Charges on or after the due dates.

(5) Late and failed payments. You authorise us and our third party payment processors to charge your Payment Methods for any Charges that are outstanding after a due date, whether for a plan or otherwise. If you fail to make any payment due in accordance with the Agreement, or your Payment Methods fail, then, without limiting our remedies, we may suspend the Services, delivery of the Deliverables and License until payment has been made in full.

(6) Interest is charged to you on overdue sums from the due date until payment, whether before or after judgment, which will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

(7) Taxes. Unless otherwise stated, Charges quoted exclude VAT, which you agree pay (if applicable). (5) YOUR RESPONSIBILITIES/RESTRICTIONS

(1) To enable us to provide the Services, you agree to: (a) co-operate with us; (b) provide, in a timely manner, accurate and complete information and instructions that we request from time to time, including Customer Materials, which includes data, information and materials; (d) obtain and maintain all necessary licences, permissions and consents which may be required.

(2) Delays. If our ability to perform the Services is prevented or delayed by you or your Team defaulting on any obligation listed in clause 5.1: we will be entitled to suspend performance of the Services until you’re able to resolve things, and to rely on such to relieve us from the performance of the Services.

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(3) Prevent unauthorised use. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Sites/Services and, in the event of any such unauthorised access or use, promptly notify us.

(6) YOUR USE OF THE SITES/SERVICES AND INTELLECTUAL PROPERTY

(1) Ownership of the IPRs. (a) You and your licensors shall retain ownership of all Intellectual Property Rights (IPRs) in the Customer Materials. (b) Except where otherwise provided in the Agreement, we and our licensors shall retain ownership of all IPRs in the Deliverables, excluding Customer Materials incorporated in them.

(2) License. Subject to your payment of the Charges in full for the Services and ongoing adherence with these Terms, we grant you the following license (“License”) unless otherwise set out in the Details, subject to clause 6.3: a non-exclusive, non-transferable, non-sublicensable license to access and use the Services/Deliverables for your personal non-commercial use until we: (i) notify you in writing that you must stop doing so in the case of offline Services/Deliverables; or (ii) revoke your access to them in the case of Services/Deliverables on the Sites.

(3) Prohibitions. Unless otherwise agreed or permitted, you may not download, archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from or offer for sale the Services/Deliverables.

(4) The licenses you grant us. (a) You grant us a fully paid-up, worldwide, non-exclusive, royalty-free, non- transferable licence to use, copy and modify the Customer Materials for the term of the Agreement for the purpose of providing the Services to you in accordance with the Agreement; and (b) you grant us permission to use testimonials provided by you (including, as applicable, your name, image and business name/logo) to promote our Business and Services anywhere.

(5) Intellectual property warranty. You confirm that our and our Team’s use of the Customer Materials shall not infringe the rights, including any IPRs, of any third party.

(6) This clause 6 applies even after the Agreement ends.

(7) LIMITATION OF LIABILITY AND DISCLAIMERS

(1) Consumer rights. This clause 7 will not limit any non-waivable warranties or consumer protection rights that you may be entitled to under applicable law. If you are a consumer, please read the Consumer Information available via the Legal Information at the beginning of these Terms.

(2) Limitation of liability

(a) References to liability in this clause 7 include every kind of liability arising under or in connection with the Agreement, for example liability in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise.

(b) We do not exclude or limit our liability to you where it would be unlawful to do so, e.g. these exceptions: liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation.

(3) Cap on liability. Except in the case of those exceptions, our total aggregate liability to you arising under or in connection with the Agreement will be limited to 100% of the Charges paid and payable under the Agreement for the Services that gave rise to the claim during the 12 months immediately preceding the date on which the claim arose.

(4) Exclusions. To the fullest extent permitted by law, and excluding those exceptions, the following types of loss arising out of or in connection with the Agreement are wholly excluded by us: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to reputation or goodwill; (vi) indirect or consequential loss; and (vii) for the avoidance of doubt, including loss arising as a result of our complying with our legal and regulatory duties.

(5) The Sites/Services are provided “as is”. To the fullest extent permitted by law, we and our affiliates and licensors exclude all conditions, warranties and representations (express, implied, statutory or otherwise) with respect to the Sites/Services, and disclaim all warranties including but not limited to warranties of fitness for purpose and satisfactory quality. We do not warrant that the Sites/Services/Deliverables will be uninterrupted, accurate or free of errors.

(6) DISCLAIMERS.
(a) The Sites. We will not be liable to you 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: use of, or inability to use, the Sites; or use of or reliance on any content displayed on the Sites.
(b) The content is provided to you for informational purposes only. While we endeavour to keep content on the Sites up-to-date, and while it has been obtained from sources believed to be reliable, we

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do not make any representation, warranty (express or implied) or guarantee as to the completeness, accuracy, timeliness or suitability of any part of the content or that it is free from error or omission.
(c) No content or information on the Sites constitute legal, financial, or investment advice, or any other form of professional advice or regulated services, and the content and information are not a substitute for such advice. You must not rely on any content or information before making, or refraining from making any decisions, and doing so is entirely at your sole option and risk, which you acknowledge.

(d) Information and Services disclaimer. We do not provide financial advice about any products whatsoever. We provide financial planning education, general financial guidance and investment education for the purposes of enabling and empowering you to make decisions that you deem appropriate for you, your family and your life. We are not regulated by the Financial Conduct Authority and will never recommend financial products such as pensions, investments, mortgages, insurance contracts or debt arrangements. We do not recommend any stocks, products, platforms or any of the other techniques we may discuss during the provision of Services, including classes or coaching. You are participating for the purpose of learning more about how money works and to be able to assess for yourself what is available so that you may determine the best course of action for you. By participating in the Services you confirm that you understand the above message and that you in no way hold us or our Team responsible or in any way liable for any actions that you may or may not take in relation to your finances and the consequences of such. If you do seek to hold our us or our Team liable for such actions, our liability is limited to the fullest extent permitted by applicable law, in accordance with the limitation of liability provisions in this clause 7.

(10)ASSIGNMENTANDOTHERDEALINGS. (1)TheAgreementispersonaltoyou,andyoushallnotassign, transfer, subcontract, delegate or deal in any other manner with any of your rights and obligations under the Agreement, without our prior written consent. (2) We may do so, including by novating the Agreement (to transfer all our rights and obligations under it), at any time to any person.

(11)CONFIDENTIALITY. Youandusagreetokeepinformationconcerningthebusiness,affairs,customers, clients or suppliers of the other party strictly confidential except: (i) when it’s necessary to disclose it to a party’s Team, representatives or advisers for the purposes intended by the Agreement, and only on a need-to-know basis and so long as those recipients also comply with this clause 11; (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or (iii) to publicly refer to you as our customer/client in our marketing/promotional materials anywhere online and you consent to our use of your name or business name/brand/logo.

(12) ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(13) VARIATION. No variation of the Agreement by you or us has any effect unless it is agreed in writing.

(14) WAIVER. If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing, and it doesn’t mean they give up future rights or remedies. Not immediately acting on a right or using a remedy doesn’t mean it’s waived. Using a right or remedy partially or once doesn’t stop its future use or effect.

(15) SEVERANCE. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that’ not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of the Agreement.

(16) COMMUNICATION AND NOTICES. Any communication between you and us relating to the Agreement must be in writing, using the latest contact details provided. Notices are considered received when signed for in person, two business days (in England) after mailing, or at the time of email transmission.

(17) THIRD PARTY RIGHTS. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any third party.

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(18) COUNTERPARTS. The Agreement may be executed in any number of counterparts, which shall together constitute one Agreement.

(19) NO PARTNERSHIP. The Agreement is not intended to (nor shall it be deemed to) establish any partnership or joint venture between you and us, constitute any party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other.

(20) SURVIVAL. Every provision of the Agreement that expressly or by implication is intended to, shall come into or continue in force on or after termination or expiry of the Agreement.

(21) GOVERNING LAW AND JURISDICTION. If you are a business user, these Terms of Use and any related dispute or claim will be governed by and construed according to the laws of England, and both parties irrevocably agree that only the courts of England have the authority to settle any dispute or claim. If you are a consumer user, you and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

(22) DEFINITIONS AND INTERPRETATION.
(1) We are the business specified in the Legal Information; Supplier, Business, we, our and us shall be

interpreted accordingly.
(2) You are the person using the Sites/Services, either personally or on behalf of an entity, as may be set

out in the Details or correspondence; Customer, you, your and yours shall be interpreted accordingly. (3) You and us are each a party, together the parties.

(4) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(5) Legal Information is our legal information, as displayed on our Website, Details or other documentation or information supplied to you.

(6) Capitalised terms not defined in the Details will have the meanings in these Terms.

(7) Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

(8) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

(9) A reference to agreed in these Terms means agreed in writing between the parties, and a reference to writing or written in these Terms includes email.

(10) The headings in these Terms are inserted for convenience only and shall not affect its construction.

(11) Team means a party’s agents, officers, contractors, subcontractors, consultants and employees.

(12) Intellectual Property Rights or IPRs include patents, copyright, trade marks and service marks, business names, rights in designs, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered in any part of the world.

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