Terms & Conditions

These terms and conditions describe your rights and responsibilities when using our services and platforms.

Last Modified: 21/09/2021 , version 1.1

Who we are and how to contact us

Lyfe’s purpose is to help individuals and workplaces lead happier, healthier and more rewarding lives.
Lyfe technology enables an ecosystem of individuals (Lyfers), businesses and suppliers to generate significant value for all three groups.

When you use Lyfe Technology Limited products or services you agree to these Terms and Conditions.

We use simple language to help you understand our privacy practices.

“we“, “us”, “our” and “Lyfe”, “Lyfe Technology”, “Lyfe Wellbeing”, “Lyfe Rewards” and current/previous trading names of products & services “LUX Rewards”, "OpenMind Wellbeing" and “Lyfe” refer to “Lyfe Technology Limited”.

“users”, “suppliers”, “wellbeing providers”, “wellbeing professionals, “employers” and “employees” refer to “Users” of the Lyfe Technology Limited websites, products and services.

The policy applies to all “Users” of Lyfe Limited’s services.

Lyfe Technology is made up of several products and services that are accessible via the following website, desktop and mobile applications.

Lyfetech.io
Wellbeing.lyfetech.io
Luxrewards.co.uk
Openmindwellbeing.com
Openmindwellbeing.co.uk

Lyfe are registered in England and Wales under registration number 09914393, and our registered office is at 5 Collins Buildings, High Street, Bristol, BS31 3EH

You can contact us:

by email, at wellbeing@lyfetech.io
by phone, at +44 785 655 1808

Website Terms & Conditions

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

In certain circumstances, for example, community sessions or when providing activities in university environments where participants may be under this age, agreements and safety checks will be made with the responsible guardians/ responsible body to ensure safe, quality and fully vetted delivery.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

Our Privacy Policy and Cookie Policy, which sets out information about the cookies on our site.

If you use services directly from our website, mobile applications or engage directly with Lyfe, other terms of business will apply, which you will be asked to agree to in addition to these website terms.

We may make changes to our site

We may update and change our site from time to time to reflect changes to our products, our user's needs and our business priorities.

We may suspend or withdraw from our site

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at wellbeing@lyfetech.io

How you may use material on our site

We are the owner or the licensee of all intellectual property rights on our Website, Apps, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You are not permitted to use them without our approval unless you have our prior written consent.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do not rely on information on this site

The content on our Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

How to complain about content uploaded by other users:

If you wish to complain about content uploaded by other users please contact us: wellbeing@lyfetech.io

Our responsibility for loss or damage suffered by you:

Whether you a consumer, supplier or business user:

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in the individual terms and conditions that apply to you in the context of the business terms we enter into with you.

If you are a business:

We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.

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, our site; or
use of or reliance on any content displayed on our site.
In particular, we will not be liable for:
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.

If you are a consumer user:

You agree not to use our site 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.

If defective digital content that 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 that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

How we may use your personal information

We will only use your personal information as set out in our Privacy Policy

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, 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 our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

If you wish to link to or make any use of content on our site other than that set out above, please contact wellbeing@lyfetech.io.

Which country’s laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. 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 a resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Wellbeing Provider (Supplier) Terms & Agreement

Between Lyfe Technology Limited and the Registered Wellbeing Provider

Parties to the agreement

These Conditions, together with any and all other documents referred to herein, set out the terms on which you provide your Services to our customers when you sign up through Lyfe Website or Applications.

Please read these Conditions carefully and ensure that you understand them before providing any Services via Lyfe. You will be required to accept these Conditions when signing up to provide Services. If you do not agree to comply with and be bound by these Conditions, you will not be able to provide Services.

Use of our Website is subject to our Website Terms of Use. Please ensure that you have read them carefully and that you understand them.

1. Interpretation

The definitions and rules of interpretation in this clause 1 apply in this agreement (unless the context requires otherwise).
1. Business Opportunities: any opportunities which the Wellbeing provider becomes aware of during the Engagement which relate to the Business of the Client of which it reasonably considers might be of benefit to the Client.
2. Business of the Client: Wellbeing professional or Wellbeing Providers or supplier may include, but are not limited to the following; yoga teacher, meditation guide, mindfulness teacher, pilates teacher, personal trainers, wellbeing coach/ speaker, wellbeing consultant, nutritionist and even to the extent of comedians.
3. Capacity: as agent, Wellbeing provider/supplier, director, employee, owner, partner, shareholder or in any other capacity.
4. Client: Lyfe
5. Client Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business of the Client or its customers and business contacts, and any equipment, keys, hardware or software provided for the use of the Wellbeing provider by the Client during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Wellbeing provider on the computer systems or other electronic equipment of the Client and the Wellbeing provider during the Engagement.
6. Commencement Date: Date you register on the Lyfe platform.
7. Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Client for the time being confidential to the Client and trade secrets including, without limitation, technical data and know-how relating to the Business of the Client or any of its suppliers, customers, agents, distributors, shareholders, management or business contacts (by way of illustration only and without limitation) and including (but not limited to) information that the Wellbeing provider/Supplier creates, develops, receives or obtains in connection with his Engagement, whether or not such information (if in anything other than oral form) is marked confidential.
8. Engagement: the engagement of the Wellbeing provider/Supplier by the Client on the terms of this agreement.
9. Insurance Policies: commercial general liability insurance cover, provider indemnity insurance cover and public liability insurance cover.
10. Intellectual Property Rights: patents, rights to invention, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, 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.
11. Invention: any invention, idea, discovery, development, improvement or innovation made by the Wellbeing provider/Supplier in the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium.
12. Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the Engagement other than as expressly set out in this agreement or any documents referred to in it.
13. Restricted Business: business obtained by the Client or companies directly in business with the Client.
14. Restricted Customer: customers of the Client.
15. Restricted Person: person discharging managerial duties for the Client.
16. Services: the services provided by the Wellbeing provider/Supplier in a Freelance capacity for the Client’s customers on an ad hoc basis detailed in a confirmation email to the Wellbeing provider/Supplier with final terms and Charges agreed over email.
17. Termination Date: the date of termination of this agreement, howsoever arising.
18. Works: all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Wellbeing provider in the provision of the Services
The headings in this agreement are inserted for convenience only and shall not affect its construction.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
Schedule 1 to this agreement forms part of (and is incorporated into) this agreement.

2. Term of engagement

The Client shall engage the Wellbeing provider/Supplier and the Wellbeing provider/Supplier shall provide the Services on the terms of this agreement as defined during their onboarding.
The Engagement shall commence on the Commencement Date and shall continue unless and until terminated:
1. as provided by the terms of this agreement;
2. by either party giving the other not less than 2 week(s) prior written notice;
3. by the Client in the event that the Wellbeing provider/Supplier does not meet targets or expectations under this agreement.
The engagement will also comply with off-payroll rules (IR35).

3. Duties and obligations

During the Engagement the Wellbeing provider/Supplier shall:
1. provide the Services with all due care, skill and ability and use his best endeavours to promote the interests of the Client;
2. provide accurate certifications, insurance documents and registration information as required by the Client;
3. update the Client immediately there are any changes in information or circumstance from when the Services are agreed.
4. be responsible for the safety of attendees during the Services, by providing the required and relevant safety information and performing the Services to the best of your ability.
If for some reason you are unable to deliver a pre-organised booking, sufficient notice of 7 working days must be given and offer of a cover of another vetted Wellbeing provider/Supplier (registered by Lyfe), otherwise access to the Website may be revoked at the Client’s sole discretion.
The Lyfe Clients (Workplaces or Consumers) have a cancellation window of 2 working days from booking the Services through our Website, for a full refund, unless;
If an organised booking is cancelled before 30 days of the Services being performed, the Wellbeing provider/Supplier shall be notified by the Client and they will receive 50% of the agreed Charges for the Services (with the deduction of an administration fee by Lyfe).
If the Client cancels within 30 days prior to the delivery of the services, the Wellbeing provider/Supplier shall be notified by the Client and they will receive 100% of the agreed Charges for the Services (with the deduction of an administration fee by Lyfe).
If the Wellbeing provider/Supplier is unable to provide the Services due to illness or injury, they shall advise the Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided due to illness.
The Wellbeing provider/Supplier shall use reasonable endeavours to ensure that they are available at all times on reasonable notice to provide such assistance or information as the Client may require.
The Wellbeing provider/Supplier accepts that upon Termination of this Engagement, in whatever capacity, all contacts generated by the Wellbeing provider/Supplier during his Engagement with the Client will remain the contacts of the Client and any attempt to keep such contacts will be in breach of clause 8 of this Agreement.
Unless they have been specifically authorised to do so by the Client in writing, the Wellbeing provider/Supplier shall not:
1. have any authority to incur any expenditure in the name of or for the account of the Client; or
2. hold themselves out as having authority to bind the Client.
The Wellbeing provider/Supplier shall comply with all reasonable standards of safety and comply with the health and safety procedures of the Client from time to time in force at the premises where the Services are provided and report to the Client any unsafe working conditions or practices.
The Wellbeing provider/Supplier shall comply with the policies of the Client and Client’s customers on social media, use of information and communication systems, anti-harassment and bullying, no smoking, dress code and substance misuse.
The Wellbeing provider/Supplier undertakes to the Client that during the Engagement they shall take all reasonable steps to offer (or cause to be offered) to the Client any Business Opportunities as soon as practicable after the same shall have come to their knowledge and in any event before the same shall have been offered by the Wellbeing provider/Supplier (or caused by the Wellbeing provider/Supplier to be offered) to any other party provided that nothing in this clause shall require the Wellbeing provider/Supplier to disclose any Business Opportunities to the Client if to do so would result in a breach by the Wellbeing provider/Supplier of any obligation of confidentiality or of any fiduciary duty owed by the Wellbeing provider/Supplier to any third party.
The Wellbeing provider/ Supplier shall:
1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements);
2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3. promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Wellbeing provider in connection with the performance of this agreement; and
4. ensure that all persons associated with the Wellbeing provider or other persons who are performing services or providing goods in connection with this agreement comply with this clause 3.9.
Breach of clause 3.9 shall be deemed a material breach of this agreement.
Equality, Inclusion & Diversity Statement when working with Customers (check your language)

Lyfe has a commitment to equality, inclusion and diversity. Lyfe strive to make our company equitable, reflective and inclusive of the society we live in. Home to all regardless of age, ethnic origin, sexual orientation, gender, religion, disability, background or identity.

Lyfe build awareness and sensitise people on topics like building equitable tech, unconscious bias, microaggressions, being a good ally, prevention of discrimination and harassment in our workplaces, and more. Therefore, the language, environment and atmosphere within each session must mirror this approach.

Guidelines

- Please use inclusive and non-gendered language e.g. ‘hello everyone’ rather than ‘hello guys’, avoiding all ‘he/she/boys/girls’ etc

- Be aware of pronouns, when on Zoom or virtual webinars make your pronouns clear in the display name

- Use of trigger warnings if content is difficult

- Use of warnings for any bright colours/flashes for any neurodiverse guests

- Please speak clearly as we have a deaf guest who will be using captioning (we will advise if this Customers has employees joining your session).

4. Fees

The Client shall pay the Wellbeing provider/Supplier an agreed fee, which shall be confirmed by both parties via email and/or during the Wellbeing provider/Supplier onboarding process in the platform for service offerings offered, prior to the Services being carried out by the Wellbeing provider/Supplier. Following booking of the Services, the Wellbeing provider/Supplier shall receive a Purchase Order from the Client for the agreed fee, a document which gives details of Services provided and agreed fee payable.
1. The Fees for SME Wellbeing Providers will be from 20% of the agreed gross profit of the Wellbeing Service Offering being delivered. There maybe circumstances where a different percentage is agreed and this is defined in the platform during service offering onboarding.
2. The Fees for Sole Trader Wellbeing Providers will be between 20-31% of the gross profit of the wellbeing provider, most, if not all Sole Trader services will have standardised rates that are agreed up front.
3. Lyfe operates a referrals process (introducer agreement), by which if a new workplace/ customer to Lyfe is made the referrer will receive a percentage of Lyfes net revenue on any sales generated from that workplace/customer in the first year. Refer to the Introducer Agreement terms for more information.
In consideration of the provision of the Services during the Engagement, the Client shall pay each purchase order submitted to the Wellbeing provider/Supplier in accordance with clause 4.1 within 60 day(s) of delivery of the Service, unless we have alerted you to longer payment terms imposed on us by the Client’s customers.
The Client shall be entitled to deduct from the fees (and any other sums) due to the Client any sums that the Wellbeing provider/Supplier may owe to the Client at any time.
Payment in full or in part of the fees claimed under clause 4 or any expenses claimed under clause 5 shall be without prejudice to any claims or rights of the Client against the Wellbeing provider/Supplier in respect of the provision of the Services.

5.Other actvities

Nothing in this agreement shall prevent the Wellbeing provider/Supplier from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
1. such activity does not cause a breach of any of the obligations of the Wellbeing provider/Supplier under this agreement.
2. the Wellbeing provider/Supplier shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the Business of the Client without the prior written consent of the Directors

6. Confidential information

The Wellbeing provider/Supplier acknowledges that in the course of the Engagement they will have access to Confidential Information. The Wellbeing provider/Supplier has therefore agreed to accept the restrictions in this clause 7.
The Wellbeing provider/Supplier shall not (except in the proper course of their duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:
1. any use or disclosure authorised by the Client or required by law; or
2. any information which is already in, or comes into, the public domain otherwise than through the unauthorised disclosure of the Wellbeing provider/Supplier.
At any stage during the Engagement, the Wellbeing provider/Supplier will promptly on request return all and any Client Property in his possession to the Client.

7. Non-solicitation and non-compete

In order to protect the Confidential Information and business connections of the Client to which they have access as a result of the Engagement, the Wellbeing provider/Supplier covenants with the Client that they shall not (unless they have been specifically authorised to do so by the Client in writing, the Wellbeing provider/Supplier shall not):
1. during this Engagement and for 12 months after Termination, solicit or endeavour to entice away from the Client, the business or custom of a Restricted Customer with a view to providing goods or services to that Restricted Customer in competition with any Restricted Business;
2. during this Engagement and for 12 months after Termination in the course of any business concern which is in competition with any Restricted Business, offer to employ or engage or otherwise endeavour to entice away from the Client any restricted person;
3. during this Engagement and for 12 months after Termination, employ or engage or otherwise facilitate the employment or engagement of any Restricted Person, whether or not such person would be in breach of contract as a result of such employment or engagement;
4. during this Engagement and for 12 months after Termination, be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer in the course of any business concern which is in competition with any Restricted Business; or
5. at any time after Termination, represent himself as connected with the Client in any Capacity, other than as a former Wellbeing provider/Supplier, or use any registered names or trading names associated with the Company.

8. Data protection

The Wellbeing provider/Supplier consents to the Client holding and processing data relating to themselves for legal, personnel, administrative and management purposes and in particular to the processing of any “sensitive personal data” (as defined in the Data Protection Act 2018) relating to the Wellbeing provider/Supplier including, as appropriate:
1. information about the physical or mental health or condition of the Wellbeing provider/Supplier in order to monitor sickness absence;
2. the racial or ethnic origin or religious or similar beliefs of the Wellbeing provider/Supplier in order to monitor compliance with equal opportunities legislation; and
3. information relating to any criminal proceedings in which the Wellbeing provider/Supplier has been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
The Wellbeing provider/Supplier consents to the Client making such information available to those who provide products or services to the Client such as advisers, Customers, regulatory authorities, governmental or quasi governmental organisations and potential purchasers of the Client or any part of its business.
The Wellbeing provider/Supplier consents to the transfer of such information to business contacts of the Client outside the European Economic Area in order to further its business interests.
The Wellbeing provider/Supplier shall comply with the data protection policy of the Client and relevant obligations under the Data Protection Act 2018 and associated codes of practice when processing personal data relating to any employee, worker, customer, client, supplier or agent of the Client.

9. Intellectual property

The Wellbeing provider/Supplier retains all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Materials may include but not limited to workshop material, videos, articles, slides, audio recordings, supporting information).
Both Wellbeing provider/Supplier and Client undertakes in relation to IP:
1. whenever requested to do so by either party and in any event on the termination of the Engagement, promptly to deliver all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;
2. not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by either party.
The Wellbeing provider/Supplier and Client warrants in relation to IP:
1. they have not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;
2. they are unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
3. the use of the Works or the Intellectual Property Rights in the Works by the Client will not infringe the rights of any third party.
The Wellbeing provider/Supplier agrees to indemnify the Client and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Client, or for which the Client may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Wellbeing provider/Supplier to the Client during the course of providing the Services. The Wellbeing provider/Supplier shall maintain adequate liability insurance coverage and ensure that the interest of the Client is noted on the policy, and shall supply a copy of the policy to the Client on request. The Client may at its option satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the Wellbeing provider/Supplier.
The Wellbeing provider/Supplier acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this agreement are due or may become due to the Wellbeing Provider/Supplier in respect of the performance of his obligations under this clause 9.

10. Insurance and Liability

The Wellbeing Provider/Supplier shall have personal liability for and shall indemnify the Client for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Wellbeing Provider/Supplier of the terms of this agreement including any negligent or reckless act, omission or default in the provision of the Services and shall accordingly maintain in force during the Engagement full and comprehensive Insurance Policies
The Wellbeing Provider/Supplier shall ensure that the Insurance Policies are taken out with reputable insurers acceptable to the Client and that the level of cover and other terms of insurance are acceptable to and agreed by the Client.
The Wellbeing Provider/Supplier shall on request supply to the Client copies of the Insurance Policies and evidence that the relevant premiums have been paid.
The Wellbeing Provider/Supplier shall notify the insurers of the interest of the Client and shall cause the interest to be noted on the Insurance Policies together with a provision to the effect that, if any claim is brought or made by the Client against the Wellbeing Provider/Supplier in respect of which the Wellbeing Provider/Supplier would be entitled to receive indemnity under any of the Insurance Policies, the relevant insurer will indemnify the Client directly against such claim and any charges, costs and expenses in respect of such claim. If the relevant insurer does not so indemnify the Client, the Wellbeing Provider/Supplier shall use all insurance monies received by him to indemnify the Client in respect of any claim and shall make good any deficiency from his own resources.
The Wellbeing Provider/Supplier shall comply with all terms and conditions of the Insurance Policies at all times. If cover under the Insurance Policies shall lapse or not be renewed or be changed in any material way or if the Wellbeing Provider is aware of any reason why the cover under the Insurance Policies may lapse or not be renewed or be changed in any material way, the Wellbeing Provider/Supplier shall notify the Client without delay.

11. Termination

Notwithstanding the provisions of clause 2.2, the Client may terminate the Engagement with immediate effect with no liability to make any further payment to the Wellbeing Provider/Supplier (other than in respect of amounts accrued before the Termination Date) if at any time the Wellbeing Provider/Supplier:
1. commits any gross misconduct affecting the Business of the Client; or
2. commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Client; or
3. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
4. is in the reasonable opinion of the Board negligent or incompetent in the performance of the Services; or
5. is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984; or
6. is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 21 days in any 52-week consecutive period; or
7. commits any fraud or dishonesty or acts in any manner which in the opinion of the Client brings or is likely to bring the Wellbeing Provider/Supplier or the Client into disrepute or is materially adverse to the interests of the Client; or
8. commits any breach of the Client policies and procedures; or
9. commits any offence under the Bribery Act 2010.

12. Obligations on termination

On the Termination Date the Wellbeing Provider/Supplier shall:
1. immediately deliver to the Client all Client Property in his possession or under his control;
2. irretrievably delete any information relating to the Business of the Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Client. For the avoidance of doubt, the contact details of business contacts made during the Engagement are regarded as Confidential Information, and as such, must be deleted from personal social or professional networking accounts; and
3. provide a signed statement that they have complied fully with his obligations under this clause 13.

13. Status

The relationship of the Wellbeing Provider/Supplier to the Client will be that of independent Wellbeing Provider/Supplier and nothing in this agreement shall render them an employee, worker, agent or partner of the Client and the Wellbeing Provider/Supplier shall not hold himself out as such.
This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Wellbeing Provider/Supplier shall be fully responsible for and shall indemnify the Client for and in respect of:
1. any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Wellbeing Provider/Supplier shall further indemnify the Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Client in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the negligence or wilful default of the Client; and
2. any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Wellbeing Provider/Supplier against the Client arising out of or in connection with the provision of the Services.
The Client may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Wellbeing Provider/Supplier.

14. Notices

Any notice given under this agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of the Client) its registered office for the time being and (in the case of the Wellbeing Provider/Supplier) his last known address, or by sending it by fax to the fax number notified by the relevant party to the other party. Any such notice shall be deemed to have been received:
1. if delivered personally, at the time of delivery;
2. in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and
3. in the case of fax, at the time of transmission.
In proving such service it shall be sufficient to prove that the envelope containing the notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post or that the notice was transmitted by fax to the fax number of the relevant party

15. Entire agreement and previous contract

Each party on behalf of itself acknowledges and agrees with the other party that:
1. this agreement together with any documents referred to in it constitute the entire agreement and understanding between the Wellbeing Provider/Supplier and the Client and supersedes any previous arrangement, understanding or agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);
2. in entering into this agreement neither party has relied on any Pre-Contractual Statement; and
3. each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this agreement shall, however, limit or exclude any liability for fraud.

16. Variation

No variation of this agreement or of any document referred to in it shall be valid unless it is in writing and signed by or on behalf the parties.

17. Counterparts

This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

18. Third party rights

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.
The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

19. Governing law and jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Employer / Workplace Terms & conditions for supply of services

Between Lyfe Technology Limited and the Supply of Services to a Customer.

Parties to the agreement

These Conditions, together with any and all other documents referred to herein, set out the terms on which we provide our Services to registered employers through this Website. Please read these Conditions carefully and ensure that you understand them before purchasing any Services from us. You will be required to accept these Conditions when ordering our Services. If you do not agree to comply with and be bound by these Conditions, you will not be able to purchase our Services.

Use of our Website is subject to our Website Terms of Use. Please ensure that you have read them carefully and that you understand them.

The Website is owned and operated by Lyfe Technologies Limited, Registered Number 09914393, (the “Supplier”) whose registered office is at 5 Collins Buildings, High Street, Bristol, BS31 3EH

All personal information that we may collect from you will be collected, used and held in accordance with our Privacy Policy

1. Interpretation

DEFINITIONS In these Conditions, the following definitions apply:

1. Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
2. Charges: the charges payable by the Customer for the supply of the Services purchased via our Website in accordance with the “Charges and Payment” clause below.
3. Conditions: he terms and conditions set out in this document as amended from time to time in accordance with the Conditions.
4. Contract: the agreement and contract between the Supplier and the Customer for the supply of Services purchased via our Website in accordance with these Conditions and any other terms referred to herein.
5. Customer: the person or firm (or employer, workplace) who purchases Services from the Supplier. For example this may be a Managing Director, HR representative, Wellbeing Lead, People Lead, or even a team Leader.
6. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), 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.
7. Order: the Customer’s order for Services as set out via our Website.
8. Services: wellbeing services, supplied by wellbeing providers on behalf of the Client to the Customer in accordance with the Order.
9. Website: the website and mobile application
10. Construction: In these Conditions, the following rules apply:
  1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
  2. a reference to a party includes its personal representatives, successors and permitted assigns;
  3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted includes any subordinate legislation made under that statute or statutory provision as amended or re-enacted;
  4. any obligation on a party not to do something includes an obligation not to allow that thing to be done;
  5. any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
  6. a reference to writing or written includes faxes and e-mails.

2. (Age restictions and) basis of contract

Customers may only purchase Subscriptions through the Website if they are at least 18 years of age.
The Website will guide the Customer through the Order process. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
The Order shall only be deemed to be accepted when the Supplier issues an email confirmation of the Order (following verification by the Supplier of the Customer’s email address, such confirmation to generally occur within 24 hours), at which point and on which date the Contract shall come into existence.
The Contract constitutes the entire agreement between the parties in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s promotional materials, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 7 days from its date of issue.

3. Supply of services

The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence.
The Supplier shall have the right to make any changes to Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.

4. Customer's obligations

The Customer shall:
1. ensure that the terms of the Order and any information it provides in the Order are complete and accurate;
2. co-operate with the Supplier in all matters relating to the Services;
3. provide the Supplier, its employees, agents, consultants and subcontractors with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier in order to supply the Services;
4. provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate and kept up-to-date in all material respects;
5. prepare the Customer’s premises for the supply of the Services, as the Supplier may reasonably require in order to supply the Services;
6. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
7. as appropriate, keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation.
If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation(“Customer Default”):
1. the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause; and
3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default

5. Charges and payment

The Charges for the Services shall be as set out in the Order or, if no price is quoted, the price set out on the Website at the time the Order is placed. If there are any discrepancies between prices published on our Website and prices appearing in an Order, the prices in the Order shall prevail.
The Charges shall be payable in full in cleared funds upon placement of an Order when payment is made by credit or debit card to the bank account nominated by the Supplier via Stripe.
Alternatively, payment can be made within 30 days of purchasing the Services as detailed in an invoice. Time of payment is of the essence.
Unless otherwise stated, the price of the Services will be Exclusive of amounts in respect of value added tax (“VAT“).
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Supplier reserves the right to suspend the Services and terminate the Contract and the Customer shall pay interest on the overdue amount at the rate of 4% (four per cent) per annum above Barclays Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
The Supplier reserves the right to amend the Charges at any time and to add, alter, or remove special offers from time to time. Changes in price will not affect any Order that a Customer has already purchased but will apply to any future Orders.
The Customer shall pay all amounts due under the Payment Order/ Invoice, but has the right to set-off, counterclaim, deduct or withhold as applicable. The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
The Customer has a cancellation window of 2 working days from booking the Services through the Website, for a full refund, unless;
If an organised booking is cancelled before 30 days of the Services being performed, the Customer is still liable to pay 50% of the agreed rate of services Ordered.
If an organised booking is cancelled within this 30 days of the Services being performed, the Customer is still liable to pay the full rate (100%) of the services Ordered.

6. Intellectual property rights

All Intellectual Property Rights in or arising out of or in connection with (the Website and) the Services shall be owned by the Supplier or its licensors. The Supplier shall assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988. Throughout the term of the Contract, the Supplier shall be deemed to automatically a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable licence of any and all such rights to the Customer solely to the extent necessary to use the Services.
The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
All Supplier Materials are the exclusive property of the Supplier, or its licensors (as the case may be).

7. Confidentiality

Each party (‘receiving party’) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (‘disclosing party’), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party, its business, its products and services which the receiving party may obtain or which is disclosed to that party by the disclosing party pursuant to or in connection with the Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such). The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause shall survive termination of the Contract. The restrictions in this clause shall not apply to any information which is or becomes publicly available otherwise than through a breach of these Conditions, is already or rightly comes into the receiving party’s possession without an accompanying obligation of confidence, or which is independently developed by the receiving company.

8. Limitation of liability and indemnity

Nothing in these Conditions shall limit or exclude the Supplier’s (or its employees’, agents’ or subcontractors’) liability for:
1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
2. fraud or fraudulent misrepresentation; or
3. any other liability to the extent such liability may not be excluded or limited as a matter of law.
Subject to the aforesaid:
1. The Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss (whether direct or indirect) of actual or anticipated income, savings or profits, contracts, business, business opportunities, revenue, turnover, savings, goodwill, reputation loss or corruption of data or information, or wasted expenditure, or for any indirect or consequential loss arising under or in connection with the Contract; and
2. Each parties’ total liability to the other in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the Charges paid by the Customer to the Supplier in the 6-month period prior to the claim.
The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Subject to clause 8.2.2 above, the Customer shall indemnify the Supplier against any costs, liability, damages, loss, expenses, claims or proceedings arising from loss or damage (including that belonging to any third parties appointed by the Supplier) caused by any breach of these Conditions or any other liabilities arising out of the use of the Website or the Services by the Customer or its agents or employees.
This clause shall survive termination of the Contract.

9. Insurance

During the term of this agreement the Customer shall maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £1,000,000 to cover the liabilities that may arise under or in connection with this agreement and shall produce to the Customer on request both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

10. Termination

Without limiting other rights or remedies, each party may terminate the Contract at any time by giving the other party one month’s notice in writing. With mutual agreement, the Supplier shall refund to the Customer any Charges paid for Services not yet received. The Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under this Contract on the due date for payment or the Supplier believes that the Customer may be unable to pay its debts as and when they fall due, or if the Customer stops carrying on business or threatens to do so
Termination of the Contract, however arising, shall not affect any of the parties rights, remedies, obligations and liabilities that have accrued as at termination.

11. Consequences of termination

On termination of the Contract for any reason:
1. the Customer shall immediately pay to the Supplier any outstanding Charges and interest due;
2. the Customer shall return all of the Supplier Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Contract;
3. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry;
4. the Customer will not either during the Contract or for a period of 12 months after the Contract ends, in any capacity, offer to employ or engage, or seek to solicit or entice away, employ or engage, solicit or entice away, or otherwise facilitate the employment or engagement of any employee or contractor of the Supplier; and
5. clauses which expressly or by implication survive termination shall continue in full force and effect.

12. Force majeure

For the purposes of this Contract,Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm.
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Supplier from providing any of the Services for more than four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.

13. General

Assignment and other dealings.
1. Each party shall not without the prior written consent of the other assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract.
2. Each party may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent with the prior written consent of the other party.
Notices.
1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “Notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Severance.
1. If any provision or part-provision of the Contract 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 such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver.
waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
Use of Name and Logo.
Each party grants permission to use the others Company name and logo in its marketing materials, website and bid documentation. This may be to identify either party as a customer or supplier. Either party has the right to revoke permission of such use of the company name and logo at any time. To revoke permission, this will need to be in writing and attached the Customer or Suppliers account profile.
Third parties.
A person who is not a party to the Contract shall not have any rights to enforce its terms.
Variation.
The Supplier may revise these Conditions from time to time in response to changes in relevant laws and other regulatory requirements. If the Supplier changes these Conditions as they relate to the Customer’s Services, it will give the Customer reasonable advance notice of the changes and provide details of how to cancel if the Customer is not happy with them.
Governing law.
This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the law of England and Wales.
Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
This Agreement has been entered into on the date stated on your Order.
Inclusion Statement when working with Suppliers (check your language)

Lyfe has a commitment to equality, inclusion and diversity. Lyfe strives to make our company equitable, reflective and inclusive of the society we live in. A home to all regardless of age, ethnic origin, sexual orientation, gender, religion, disability, background or identity. Lyfe build awareness and sensitise people on topics like building equitable tech, unconscious bias, microaggressions, being a good ally, prevention of discrimination and harassment in our workplaces, and more. Therefore, the language, environment and atmosphere within each session must be inclusive of our Suppliers and Partners.

Guidelines

Please use inclusive and non-gendered language e.g. ‘hello everyone’ rather than ‘hello guys’, avoiding all ‘he/she/boys/girls’ etc
Be aware of pronouns, when on Zoom or virtual webinars make your pronouns clear in the display name
Use of trigger warnings if content is difficult
Use of warnings for any bright colours/flashes for any neurodiverse guests
Please speak clearly as we have a deaf guest who will be using captioning (as a Customers please let us know if there are any accessibility needs. )

Consumer / Employee Terms of Live Wellbeing Services - Disclosure Notice

Between Lyfe Technology Limited and Employees & Consumers

Please read these Conditions carefully and ensure that you understand them before taking part in any of the wellbeing services provided by our wellbeing providers. You will be required to accept these before taking part in any live class or session our wellbeing providers (suppliers) might offer. If you do not agree to comply with and be bound by these Conditions, you will not be able to take part.

Use of our Website is subject to our Website Terms of Use. Please ensure that you have read them carefully and that you understand them.

All personal information that we may collect from you will be collected, used and held in accordance with our Privacy Policy

IMPORTANT NOTICE

The activity you will participate in maybe is physically challenging and carries with it risks that we cannot entirely eliminate. These include the risk of personal injury.

Rules

You must act responsibly and sensibly at all times.
You must not participate in physically active sessions if you are pregnant (unless you have instructed the wellbeing provider/Supplier and they can make reasonable adjustments) or under the influence of alcohol or non-prescription drugs
You must follow any safety warnings or instructions displayed or given to you by the wellbeing provider/Supplier. Ask the wellbeing provider/Supplier if you are unclear.
We or our wellbeing providers/Supplier are not qualified to express an opinion that you are fit to safely participate mentally or physically. You must obtain professional or specialist advice from your doctor before participating.
If you have a musculoskeletal condition, for activities that include physical movement (including, but not limited to yoga, desk-side yoga, pilates, HiiT), you must obtain professional or specialist advice from your doctor before participating.
You are aware that there is no obligation for any person to provide you with medical care during the activity. If medical care is rendered to you, you consent to that care if you are unable to give consent for any reason at the time the care is rendered.
You are fully aware that you must make the activity leader/ wellbeing provider/Supplier know of any allergies or injuries prior to taking part in the activity.
All bookings and registrations onto activities are subject to confirmation by us; your agreement for a booking is not complete until your booking request is confirmed via a notification

Users / employees, registering onto sessions within the workplace have a responsibility to attend activities where they have booked, in not doing so reduces the opportunity for other employees. It is also not good practice.

If classes are cancelled by your employer or by us, we will provide notification to you via email.

Dress Code & Equipment

Users are requested to wear a form of dress appropriate to the practice of the wellbeing sessions registered to. Direction will be given prior to sessions on appropriate dress on the event page.

For yoga, pilates, fitness, we recommend that users wear stretch pants or shorts and a t-shirt or sports top.

For meditation and mindfulness, comfortable loose-fitting clothes, workwear is also suitable.

Users should use a yoga/pilates/exercise mat when practising onsite or at home.

Mats are not provided by default by Lyfe. It is expected that workplaces provide mats / equipment or the participant users bring their own mats. Lyfe will only provide mats on the request of the employer.

In the absence of any negligence or other breach of duty by us, participation in any activities our wellbeing providers offer is entirely at your risk.

DISCLAIMER FOR PERSONAL INJURY OR DEATH (USE OF GYM EQUIPMENT)

You are responsible for using equipment safely and as directed. You must behave sensibly and follow any safety instructions so as not to hurt or injure yourself or others.
In the absence of any negligence or other breach of duty by us, the use of our machinery, equipment or facility is entirely at your own risk.

DISCLAIMER FOR LOSS OR DAMAGE TO PROPERTY

In the absence of any negligence or other breach of duty by us, we are not responsible for any theft, damage, destruction or loss of your property or belongings while using our facilities.

LIMITATIONS AND EXCLUSIONS OF LIABILITY

Nothing in these terms and conditions will:
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under applicable law; or
- exclude any liabilities that may not be excluded under applicable law.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.

Introducer Agreement (Referral Model)

Between Lyfe Technology Limited and an Introducer of new Workplace/ Employer Client to Lyfe Technologies. An introducer maybe an individual or an organisation.

This Introducer agreement is superseded by any bespoke Introducer agreement/ Finders fee agreement alternatively agreed with Lyfe.

Purpose of the agreement

This agreement has been prepared to provide monetary commission to the Introducer in exchange for introducing Lyfe to “workplaces” (potential clients that may include HR Directors, Wellbeing Leads and Inclusion & Diversity managers, Managing Directors within workplaces across the UK and also schools and universities.

Details of the commission

When a new workplace enters into a contract with Lyfe Technologies and procures any services over the value of £100, the Introducer can invoice Lyfe Technologies £100 (Incl. VAT if applicable).

The Introducer will then earn up to 20% of the net earnings (fees minus related costs) from the workplace for a period of 12 months from the date the workplace contract was signed, up to a maximum of £5,000 total.

Lyfe will send the Introducer a report of the net earnings from workplaces that the Introducer introduced to Lyfe on a 6 monthly basis, which the Introducer can use to prepare an invoice to send to Lyfe.

All invoices should include 30 days payment terms.
Before introducing a workplace, the Introducer needs to gain approval from Lyfe that the workplace is desired by Lyfe and that Lyfe isn’t already in contact with that workplace. (please send us an email or ask on the chat).
Commission will only be paid for introductions to Workplaces that have been approved by Lyfe via a written email confirmation following introduction.
Lyfe has given approval, the Introducer has 30 days to introduce Lyfe , until that approval lapses and new approval is required. Lyfe reserves the right to refuse approval for any reason.
Lyfe will pay the Introducer commission on any contract signed with a first booking of a session with an approved workplace in the following 60 days from the date of the introduction. No commission will be paid for any contract signed afterwards.
Lyfe will stop paying commission to the Introducer when either of the following occurs:
1. 12 months from the date the Workplace signs a contract
2. A total of £5,000 of commission has been earned by the Introducer per workplace introduced
Net earnings are calculated by aggregating all of the money received into Lyfe’s bank account from a workplace during the period and subtracting cost of services delivered during that period, as well as any other costs related to that workplaces. This will be calculated at OpenMinds discretion.
An introduction constitutes an email to the relevant Workplace with ash@lyfetech.io copy, or/and arranging a call or meeting with a member of Lyfe team. There is a template available on request.
The Introducer is required to provide a list of workplaces they are able to introduce Lyfe to, along with contact details (Workplace name, contact names, email addresses and phone numbers) to ensure Lyfe’s CRM is updated to remunerate the Introducer for the relevant successful signed contracts from approved workplaces.

LUX Rewards Specific Terms

Between LUX Rewards, a product of Lyfe Technology Limited and users of the application

Specific terms and conditions relating to LUX Rewards can be found here. https://www.luxrewards.co.uk/terms-conditions

Website Terms & Conditions

Wellbeing Provider/ Supplier Terms

Employer / Workplace Terms

Consumer / Employee Terms

Introducer Agreement (Referral Model)

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Notice: Off-payroll working rules (IR35)

Off-payroll working rules (IR35) - Notice

Last Modified: 20th March 2021

What is IR35?

Initially introduced by HMRC back in April 2000, the aim of IR35 was to combat abuse by any individual who would be treated as a full-time employee were it not for the fact they provide work via their own personal service companies (PSCs). A PSC is when an individual whose engagement resembles employment, works through their own limited company, and therefore pays less tax than they should.

The changes have been made to close a loophole which allows people working full time to be seen as freelance, therefore changing the way they are taxed.

Under the reforms, IR35 status has to be determined by a client, rather than contractor, who will then have their tax and National Insurance Contributions (NICs) deducted at source via PAYE.

New rules around IR35 come into effect on 6 April 2021.

When does IR35 apply?

As either a Client (Workplace) or a ‘worker’ (Wellbeing Provider/ Supplier) you can use the Check Employment Status for Tax service to help you decide if the off-payroll working rules apply.

The off-payroll working rules can apply if a worker (sometimes known as a contractor or wellbeing provider in this document) provides their services through their own limited company or another type of intermediary to the client.

An intermediary will usually be the worker’s own personal service company, but could also be any of the following:

a partnership
a personal service company
an individual

The rules make sure that workers, who would have been an employee if they were providing their services directly to the client, pay broadly the same tax and National Insurance contributions as employees. These rules are sometimes known as ‘IR35’.

The client (Workplace) is the organisation who is or will be receiving the services of a worker (Wellbeing Provider). They may also be known as the engager, hirer or end client.

Lyfe’s Responsibilities

Lyfe acts as an ‘employment intermediary’, an employment intermediary is a person or business who makes arrangements for someone to work for a third person. They are also often known as an ‘agency’ or ‘employment business’.

Under the Agency rules, Lyfe falls as an ‘exception to agency rules’ and outside of IR35 due to the nature of the services provided. The workers (Wellbeing Providers/ Suppliers) define their own service offerings, rates, duration, specific details during their onboarding to Lyfe. These are defined in the marketplace, a digital service catalogue for the end client (workplaces) to request and book service offerings from.

As defined in the assessing factors, Lyfe and Wellbeing Providers do not meet the requirements.

Assessing factors

There are three key principles that will determine the wellbeing service offerings/ assignment’s IR35 status, as shown below.

Supervision, Direction and Control

The first principle considers the degree of supervision, direction, and control the end client has over what, how, when, and where a supplier will complete their day-to-day work. If a client tells the worker how to work, the hours the supplier must work or where to perform their work then it’s likely your assignment is inside IR35.

Lyfe can evidence that an assignment is outside of IR35, the workers (Wellbeing Providers/Suppliers) do not have supervision, direction or control over how the work is done by the end client. The worker defines their defined service offering and the client has chosen said offering ‘off the shelf’.

The worker is able to always work from their own home, or on premises not controlled or managed by the client - unless the type of service being provided to the client means the worker has to be at those premises.

The worker does not take on other work for the end client directly and is not moved onto different projects that are out of the scope of the original defined service offering booked.

Substitution

The second principle examines whether the worker (Wellbeing Provider/Supplier) is required to carry out the work themself and whether they can send a substitute to perform your work.

Under Lyfe’s terms, agreed bookings with a specific worker (Wellbeing Provider) cannot be substituted to any one else. If a worker is unable to fulfil a request, the booking would be returned back to Lyfe to assign to another specialist worker (Wellbeing Provider).

Mutuality of obligation

Finally, this third principle considers whether the end client is obliged to offer the wellbeing provider/supplier work and whether they are obliged to accept any work offered to them.

Mutuality of obligation is often difficult to evidence one way or another. All assignments will have a minimum expectation of work to be completed and when it is due to be paid for by the client.

There is no obligation for the end client to offer either Lyfe or Lyfe’s Wellbeing Providers work beyond the booked assignment and would not (contractually) be required to accept any work offered.

Lyfe’s suppliers include

Sole Traders
Personal Service Companies (PSC) via an umbrella company
Businesses or Charities (where they have confirmed delivery partners are on PAYE structure)

Lyfe will provide end clients (Workplaces) transparency on the employment status of the Wellbeing Providers/ Suppliers, the workers. Within the Lyfe Wellbeing Platform each Wellbeing Provider will confirm their employment status as part of the onboarding and verification process. These will be visible by the end client within their platform on booking request/ confirmation so there is a clear understanding.

In the Lyfe Platform, the Employment status of the Wellbeing Providers delivering services is presented.

SOLE TRADER
Personal Services Company (PSC, no Umbrella Company)
PAYE UMBRELLA (PSC)
B2B Services (with confirmed PAYE Structure)
Charity (with confirmed PAYE Structure)

Are the services delivered via Lyfe ‘inside’ or ‘outside’ IR35? Outside Ir35

For Wellbeing Providers

To be “inside IR35” means that you are considered, for tax purposes, an employee of your end client or intermediary and therefore subject to PAYE.

To be “outside IR35” means that you are operating as a genuine business (not a “disguised employee”) and therefore operating outside of the IR35 rules. If you are operating “outside IR35”, you are allowed to remain responsible for your taxes as usual.

By the nature of the services end clients can access via Lyfe, Wellbeing provider services will sit ‘Outside IR35’.

What does IR35 mean for our Wellbeing Providers?

Within the Lyfe Platform you will be required to define your Employment Status.

Sole traders, who do not operate under a Personal Services Company, PSC, are exempt by definition.

Individuals operating via a PSC will be paid via an umbrella company to ensure correct alignment to off-payroll requirements.

Business and charities, will come under our standard operating terms, however must confirm that any workers (Wellbeing Providers) provided are on a PAYE model.

Action: Within the Lyfe Platform, please navigate to the ‘Billing’ tab and complete your Employment status with one of the following options.

SOLE TRADER

Personal Services Company (PSC, no Umbrella Company)
PAYE UMBRELLA (PSC)
B2B Services (with confirmed PAYE Structure)
Charity (with confirmed PAYE Structure)

What does IR35 mean for our Clients?

The rules require medium and large sized private sector end clients to determine the tax status of the contractors that work for them.

The end client will have the power to decide whether a contractor is self-employed, or should be brought onto their own payroll and pay tax and national insurance just like an employee would. This may involve an increase in tax and national insurance for both contractors and paying clients.

With this in place, it is important that Lyfe is able to evidence the employment status of all wellbeing providers, workers.

There’s an exemption for end-clients who are ‘small businesses’ (as defined by the Companies Act 2006) which means meeting two or more of the following criteria:

Annual turnover is under £10.2 million
Balance sheet total is under £5.1 million
Under 50 employees.

Where the end-client meets two or more of these criteria, responsibility for determining the IR35 status of an assignment remains with the PSC, the changes do not apply.

The end-client must confirm the IR35 status of an assignment by providing a ‘Status Determination Statement’ (SDS) to the PSC supplier. As Lyfe is involved in the labour supply chain, Lyfe must also receive a copy of the relevant SDS.

In the Lyfe Platform, the Employment status of the Wellbeing Providers delivering services is presented.

SOLE TRADER
Personal Services Company (PSC, no Umbrella Company)
PAYE UMBRELLA (PSC)
B2B Services (with confirmed PAYE Structure)
Charity (with confirmed PAYE Structure)

Client Blanket IR35 Assessments

Lyfe is aware that some Clients will lead with ‘Blanket’ Assessment.

Blanket IR35 decisions typically result in all workers/limited company contractors working for the same business being placed inside the legislation without a review of their individual contracts.

HMRC has since said blanket determinations are non-compliant.

Client role based IR35 decisions?

There is a fine line between a blanket IR35 decision, and a role-based IR35 decision, which HMRC says is compliant. Role-based determinations are when a client places all contractors with identical contractual conditions either inside or outside IR35.

Lyfe’s Clients may choose to have a blanket role based decision where there is a risk if there are PSC in the supply chain. Lyfe’s approach to this is provided above, showing that all Wellbeing Providers accessed via the Digital Services Catalogue on the Lyfe platform are in line with the IR35 requirements for the management of sole traders, PSCs via Umbrella companies and with businesses.

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Introducer Agreement (Referral Model)

LUX Rewards Specific Terms

Off-payroll working rules (IR35) - Notice

What is IR35?

When does IR35 apply?

Lyfe’s Responsibilities

Assessing factors

Are the services delivered via Lyfe ‘inside’ or ‘outside’ IR35? Outside Ir35

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What does IR35 mean for our Wellbeing Providers?

What does IR35 mean for our Clients?

Client Blanket IR35 Assessments

Client role based IR35 decisions?

We may make changes to our site

Rules about linking to our site