Terms of Service

1. About these Terms

1.1These Terms of Service (the "Terms") form a binding contract between My Well Ops Limited, a company registered in England and Wales under company number 16452645, whose registered office is at 8 Golden Square, London W1F 9HY ("MyWellOps", "we", "us") and the business that registers for or uses the Services ("Customer", "you").

1.2You accept these Terms by creating an account (sign-up states that continuing means you accept them), by signing an Order, or by using the Services. The Terms include the Data Processing Agreement (Schedule 1), the Regional Terms (Schedule 2), the Client Terms (Schedule 3) and any Order. If they conflict, this order of priority applies: (a) Schedule 2; (b) Schedule 1, for personal data only; (c) an Order signed by both parties; (d) these Terms; (e) Schedule 3.

1.3Business use only. The Services are supplied only to businesses and professionals acting for the purposes of their trade, business, craft or profession. You confirm that you are not acting as a consumer. We do not supply the Services to consumers, and if you are a consumer you must not use them. Consumer protection laws that apply only to consumer contracts do not apply to these Terms.

1.4If you accept these Terms on behalf of an organisation, you confirm you have authority to bind it. You must be at least 18 years old.

1.5Group companies. "MyWellOps Group" means My Well Ops Ltd, its holding companies, its subsidiaries and their subsidiaries, and any company under common control with it, now or in the future, wherever incorporated, and any brand or trading name used by them (together "Group Companies"). My Well Ops Ltd is your only contracting party and is solely responsible to you under these Terms. Any Group Company may provide, host, support, invoice for or collect payment for the Services on our behalf. Every Group Company, and its officers, employees and contractors, may rely on and enforce every exclusion, limitation, indemnity and protection in these Terms that benefits us, as if it were a party.

2. Definitions

In these Terms:

• Authorised User means an individual you permit to use the Services under your account, including your employees, contractors and associates.
• Client means any individual who receives services from you, or who books, pays, communicates or shares information with you, through the Services, including via the client portal, booking pages, Events, messages, forms, video sessions or your website.
• Clinical Decision means any assessment, diagnosis, treatment, therapy, advice, referral, prescription, safeguarding decision or other professional decision about a Client.
• Customer Data means all data, content and materials uploaded, entered or generated in the Services by you, your Authorised Users or your Clients, including Client records, notes, documents and messages.
• Fees means the subscription and other charges set out at checkout, on our pricing page or in an Order.
• Order means any written order form or quote for the Services signed by both parties.
• Services means the MyWellOps software platform, websites, apps, client portal, AI Features, integrations, support and any related services we provide.
• Subscription Term means the monthly or annual billing period you select, and each renewal period.

3. Accounts, Authorised Users and Clients

3.1You must give accurate account information and keep it up to date.

3.2You are responsible for all activity under your account, for your Authorised Users' acts and omissions as if they were your own, and for keeping credentials secure. You must enable any multi-factor authentication we make available. Tell us immediately at support@mywellops.com if you suspect unauthorised access.

3.3Clients are your customers, not ours. We have no contract with, and owe no duty of care to, your Clients. Your relationship with each Client, including the services you provide, your fees and your record-keeping, is solely between you and that Client. You must ensure each Client who uses the client portal or other Client-facing features is bound by terms at least as protective of us as Schedule 3, and you are responsible for your Clients' use of the Services.

4. The Services

4.1We will provide the Services with reasonable skill and care, in accordance with these Terms.

4.2Administrative software only. The Services are practice-management and administrative software for scheduling, payments, records, communications, video and websites. They are not a medical device, do not provide medical, clinical, psychological, therapeutic or other professional advice, and are not intended to diagnose, treat, monitor or prevent any condition. We do not practise any healthcare or wellness profession and do not supervise, verify or endorse any practitioner.

4.3No emergency use. The Services must not be used for emergencies, crisis support, safeguarding escalation, urgent clinical communication or any purpose where a delay, failure or error could lead to death, personal injury or serious harm. You must maintain independent emergency and escalation procedures for your Clients and tell your Clients not to use the Services to contact you in an emergency.

4.4Messages and reminders are best-effort. Appointment reminders, SMS, email, notifications, calendar sync and video depend on third-party networks and may be delayed, fail or be blocked. You must not rely on them as the sole means of communicating time-sensitive or clinically important information.

4.5We may change, add or withdraw features, provided we do not materially reduce the core functionality of the Services during a paid Subscription Term. Beta or preview features are provided "as is" and may be withdrawn at any time.

5. Your professional responsibilities

5.1You are solely responsible for all Clinical Decisions and for the services you provide to Clients, whether or not you used the Services, Customer Data or any AI output in making them.

5.2You must, at your own cost: (a) hold and maintain all licences, registrations, qualifications and professional body memberships your practice requires in each jurisdiction where you practise or your Clients are located; (b) hold adequate professional indemnity (malpractice) and public liability insurance covering your services to Clients (see clause 20 if you want an introduction to a broker); (c) comply with all laws, codes and professional standards that apply to you, including on record-keeping, confidentiality, consent, safeguarding, advertising, telehealth and cross-border practice.

5.3You must obtain and record every notice, consent and lawful basis required to collect, store, use and share Client data through the Services, including for SMS, email, video, recordings and AI Features.

5.4You are responsible for the accuracy, completeness and backup of your clinical records. You should export your records regularly. Where the law requires you to retain records for a period, that obligation is yours, not ours.

5.5You are responsible for all content on your practice website, booking pages and messages, including claims about your services, pricing, cancellation policies and legal notices required in your jurisdiction.

5.6You are responsible for your use of video features, including confirming a Client's identity and location, that telehealth is appropriate for them, and that you are permitted to provide services to a Client in their location.

6. AI Features

6.1Some features use artificial intelligence provided by third parties ("AI Features"), including note assistance and document drafting. AI Features are optional. You decide whether to enable them.

6.2AI output is a draft, not advice. AI output may be inaccurate, incomplete, biased or inappropriate. You must review, verify and edit all AI output before relying on it, adding it to a record or sharing it with anyone. AI output must never be used as the sole basis for any Clinical Decision.

6.3We do not permit our AI providers to use Customer Data to train their general models, and we use their business or API terms for this purpose. Our current AI providers are listed in clause 7.1 and in our Privacy Policy.

6.4You must not use AI Features to make automated decisions that produce legal or similarly significant effects on a Client without human review, and you are responsible for telling Clients where your professional rules require disclosure of AI use.

6.5To the extent permitted by law, we accept no liability for any loss arising from reliance on AI output that you did not review in accordance with clause 6.2.

7. Third-party services and Client payments

7.1Third-party tools. The Services rely on third-party providers. At the date of these Terms they include:

The current list is in section 4.1 of our Privacy Policy. We may add, replace or remove providers at any time, subject to Schedule 1 paragraph 3 where they process personal data.

7.2Third-party terms. Where you connect or use a third-party service (for example your own Stripe or Google account), your use of it is governed by that provider's terms and privacy policy, and you are responsible for complying with them.

7.3Client payments. Payments from your Clients are processed by Stripe through Stripe Connect, or by any other payment processor we support from time to time. A Client payment is taken on our Stripe platform account and paid out to your connected Stripe account, less our platform fee. The platform fee is a percentage of each Client payment that depends on your plan (currently 12% on Free, 9% on Starter, 6% on Growth and 3% on Pro), is shown in the app, forms part of the Fees and may change under clause 9.6. We may add, change or withdraw supported processors, and the countries in which Client payments can be processed, on 30 days' notice. We are not party to the contract between you and a Client for your services. You are solely responsible for your pricing, refunds, disputes, chargebacks, taxes and receipts to Clients.

7.4No liability for third-party tools. Third-party providers are independent of us, and we do not control them. To the maximum extent permitted by law, we are not liable for any loss arising from: (a) any outage, delay, error, data loss, security incident, suspension or discontinuation of a third-party service; (b) any change a provider makes to its service, pricing, features, API or terms; (c) a provider suspending or closing your account with it; (d) the accuracy of any output from a third-party service, including AI output; or (e) messages, emails, calls or payments that are delayed, blocked, filtered or not delivered by a provider or network. We will use reasonable efforts to restore affected features or move to an alternative provider, which is your sole remedy.

7.5Pass-through of changes. If a provider changes its terms, withdraws a service or increases its charges, we may change, suspend or withdraw the affected feature, or adjust related Fees under clause 9.6, without liability to you.

8. Acceptable use

8.1You must not, and must ensure your Authorised Users and Clients do not: (a) use the Services unlawfully, fraudulently or to cause harm; (b) upload content that infringes rights, is unlawful, or that you have no right to process; (c) send unsolicited marketing or messages without the consents the law requires; (d) introduce malware or attempt to break our security; (e) reverse-engineer the Services except where the law permits; (f) scrape or use automated tools without our written permission; (g) resell or sublicense the Services; (h) use the Services to build a competing product; (i) use the Services in breach of sanctions or export control laws, or from a sanctioned country or on behalf of a sanctioned person.

8.2You must not store in the Services: payment card numbers (other than through Stripe), government identity numbers unless required for your practice, or data subject to US HIPAA or UAE health data localisation rules except as permitted in Schedule 2.

9. Fees, renewal and cancellation

9.1Billing. Fees are billed in advance for each Subscription Term, in the currency shown at checkout, by the payment method you provide. You authorise us to charge that payment method for all Fees when due.

9.2Automatic renewal. Each Subscription Term renews automatically for the same period unless cancelled in accordance with clause 9.3.

9.330 days' notice to cancel. You may cancel by giving at least 30 days' notice through your account settings or by email to support@mywellops.com. Cancellation takes effect at the end of the Subscription Term in which the 30-day notice period expires, except for annual plans as set out below. When a paid plan ends, your account moves to our free plan and your Customer Data stays in it:

• Monthly plans: if you give notice less than 30 days before your next renewal date, your plan renews and you will be billed for one further month, after which it ends.
• Annual plans: your plan ends at the end of the annual term in which you give notice, with no further charge, even if less than 30 days of that term remain.

9.4Free trials. A free trial converts to a paid plan at its end unless you cancel before then. Clause 9.3 does not apply to free trials. We will remind you before the first charge where card scheme rules require it.

9.5Promotions. Discounts apply only for the period stated. Fees then revert to the standard price.

9.6Price changes. We may increase the Fees, or change our plans, features included in plans, usage limits or add-on charges, from time to time and at our discretion, including to reflect inflation, changes in our costs (such as hosting, messaging, AI and payment processing charges), new features or market conditions. There is no limit on the amount or frequency of increases. We will give at least 30 days' notice by email or in-app. The new Fees apply from your first Subscription Term starting after the notice period ends (for annual plans, from the next renewal date). Usage-based charges passed through from third parties (such as SMS rates) may change on 30 days' notice at any time. If you do not accept an increase, you may cancel before it takes effect, and the 30-day notice in clause 9.3 is waived for that cancellation. Continuing to use the Services after the new Fees take effect means you accept them.

9.7Taxes. Fees exclude VAT, GST, sales and other taxes, which you must pay in addition unless you give us a valid exemption. Where reverse charge applies, you must account for the tax. You must pay Fees without deduction or withholding; if withholding is required by law, you must increase the payment so we receive the full amount.

9.8Non-refundable. Fees are non-refundable, including for partial periods, unused features or downgrades, unless these Terms or the law require otherwise.

9.9Late payment. If a payment fails or is overdue: (a) we may charge interest at 4% a year above the Bank of England base rate, or where the Late Payment of Commercial Debts (Interest) Act 1998 applies, statutory interest and compensation under that Act; (b) after 14 days we may suspend the Services on notice until payment is received; (c) you must pay our reasonable costs of recovery. Fees continue to accrue during suspension.

9.10Chargebacks. Raising a chargeback for Fees that are properly due is a material breach. You must reimburse any chargeback fee we incur.

9.11Debt collection. If any Fees remain unpaid 30 days after their due date, we may, after giving you at least 7 days' written notice, instruct a third-party debt collection agency, solicitor or other agent to recover the debt on our behalf. For that purpose we may share with them your name, business and contact details, account and billing history, and the amount owed. You must pay the reasonable costs of collection, including agency commission and legal fees, in addition to the debt and any interest, to the extent permitted by law. We may also assign or sell the debt to a third party.

9.12Payment processors and billing entity. We may, at any time and at our discretion: (a) use, add or change any payment processor, acquirer, gateway or billing platform (including Stripe or any successor); (b) process, invoice or collect payments through any Group Company or third party, in any country; and (c) change the currency in which Fees are charged on 30 days' notice. You authorise us to transfer your payment details and billing history securely to any new processor or billing entity for this purpose, and to continue charging your payment method without further consent. Charges may appear on your statement under a different name or from a different country. You are responsible for any foreign exchange, cross-border or bank charges imposed by your bank or card issuer. A change under this clause does not give you a right to cancel outside clause 9.3.

9.13Prepaid SMS and messaging credits.

1. What credits are. SMS, WhatsApp and other messaging usage is paid for in advance by buying credits or topping up a balance ("Messaging Credits"). Messaging Credits are a prepayment for our Services only. They are not money, e-money, a deposit, a stored-value account or a voucher. They carry no interest, have no cash value, cannot be transferred, sold or used with any other account, and we do not hold them on trust or in a separate account.
2. How credits are used. Credits are deducted at the rates shown in your account at the time each message is sent. The current rate is the same for every destination. A message longer than one segment (usually 160 characters, or 70 characters where it contains emojis or non-Latin characters) uses credits for each segment. Replies, opt-out confirmations and verification messages may also use credits.
3. Charged on sending, not delivery. Credits are deducted when a message is submitted to our provider, whether or not it is delivered. This includes messages that fail, are delayed, filtered or blocked by a carrier, or sent to invalid numbers or to recipients who have opted out. We do not refund credits for undelivered messages.
4. Rate changes. Our messaging rates may change at any time on 30 days' notice, or immediately where a carrier or provider increases its charges or adds a new fee (such as a registration or surcharge), in which case we will tell you as soon as we reasonably can. Credits already bought are used at the rate in force when each message is sent.
5. Auto top-up. SMS is paid for from a prepaid balance of £5 (GBP) that tops up automatically. When you turn SMS on, we charge £5 to your payment method. Whenever your balance falls below £5, you authorise us to charge your payment method to top it back up to £5, for as long as SMS is turned on. If a top-up fails, sending pauses until a top-up succeeds.
6. Negative balance. If sending continues when your balance is exhausted (for example because of timing or a bulk send), you must pay for the overage, which we may deduct from your next top-up or charge to your payment method.
7. Expiry. Messaging Credits expire 12 months after the date of the purchase or top-up that created them, and expired credits are cancelled without refund.
8. No refunds. Messaging Credits are non-refundable, including on cancellation, downgrade, suspension or termination of your account, and any balance is forfeited when your account ends. The only exception is where we end your subscription for convenience under clause 16.3, in which case we will refund unused, unexpired credits.
9. Misuse. If we suspend or close your account under clause 16.2 or 21, or if credits were bought with a payment that is reversed, charged back or fraudulent, we may freeze or cancel the balance without refund. You remain responsible for all message fees and for any carrier fines or penalties caused by your messages.
10. Your responsibility for messages. You are responsible for the content, recipients, timing and consents for every message you send, and for complying with messaging laws and carrier rules in each country you send to.

10. Customer Data and data protection

10.1You own Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Data only as needed to provide, secure and support the Services and as required by law.

10.2Roles. For Client personal data in Customer Data, you are the controller and we are your processor. Schedule 1 (Data Processing Agreement) applies and forms part of these Terms. For your account, billing, usage and marketing data, we are an independent controller, as described in our Privacy Policy.

10.3You warrant that you have the right to upload all Customer Data and that our processing of it in accordance with these Terms will not breach any law or third-party right.

10.4Aggregated data. We may create and use aggregated, de-identified data derived from use of the Services to operate, secure and improve the Services, provided it does not identify you, any Authorised User or any Client.

10.5Security. We will maintain the technical and organisational security measures described in Schedule 1. No system is completely secure, and you are responsible for your own devices, networks, credentials and the access permissions you grant.

11. Intellectual property

11.1We and our licensors own all rights in the Services, including software, designs, templates, documentation and trade marks. Subject to your payment of Fees, we grant you a non-exclusive, non-transferable, revocable licence during the Subscription Term for your Authorised Users to use the Services for your internal business purposes.

11.2If you give us feedback or suggestions, we may use them freely without obligation to you.

11.3You grant us permission to list your practice name and logo as a customer unless you opt out by email.

12. Confidentiality

12.1Each party will keep the other's confidential information confidential, use it only to perform these Terms, and disclose it only to its personnel, advisers, subcontractors and subprocessors who need to know it and are bound by equivalent duties.

12.2This does not apply to information that is public through no fault of the recipient, was already lawfully known to it, is independently developed, or must be disclosed by law or a regulator (in which case the recipient will give notice where lawful).

12.3These obligations survive for 5 years after termination, and indefinitely for Client data and trade secrets.

13. Warranties and disclaimers

13.1Each party warrants that it has full power and authority to enter into these Terms.

13.2Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the maximum extent permitted by law, all warranties, conditions and terms implied by statute, common law or otherwise are excluded, including as to satisfactory quality, merchantability, fitness for a particular purpose, accuracy and non-infringement.

13.3We do not warrant that the Services will be uninterrupted, error-free, secure, or free from loss of data, or that they will meet your professional, clinical or regulatory requirements. We give no service level or uptime commitment unless set out in a signed Order.

13.4You acknowledge that you have not relied on any statement, representation or promise not set out in these Terms.

14. Limitation of liability

14.1What we do not limit. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by that party's own negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay Fees; (d) your liability under clause 15 or for breach of clause 8; or (e) any other liability that cannot be limited or excluded by law.

14.2Excluded losses. Subject to clause 14.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

• loss of profits, revenue, income, fees, sales, bookings or business opportunity;
• loss arising from cancelled, missed or rescheduled appointments or no-shows;
• loss of anticipated savings, goodwill or reputation;
• loss arising from any Clinical Decision, or from any act or omission of you, your Authorised Users or your Clients;
• claims brought against you by any Client or other third party, except to the extent covered by clause 14.4;
• loss or corruption of data, except our obligation to use reasonable efforts to restore it from our latest backup;
• fines or penalties imposed on you by a regulator or professional body, except to the extent caused by our breach of Schedule 1;
• losses caused by third-party services, internet or telecoms failures, or events outside our reasonable control;
• losses caused by hacking, malware, ransomware, denial-of-service or other cyber-attacks, or other unauthorised access by third parties, except to the extent caused by our failure to maintain the security measures in Schedule 1; or
• indirect, consequential, special or punitive loss,

in each case whether direct or indirect and even if we were advised of the possibility.

14.3General cap. Subject to clauses 14.1 and 14.4, our total aggregate liability arising out of or in connection with these Terms in any 12-month period starting on the date you first accepted them is limited to the greater of: (a) the Fees you actually paid for the Services in the 12 months before the event giving rise to the claim; and (b) £100.

14.4Data protection cap. Subject to clause 14.1, our total aggregate liability for breach of Schedule 1 or of data protection laws is limited to the greater of: (a) two times the Fees you paid in the 12 months before the event giving rise to the claim; and (b) £2,000. This cap is separate from, and not in addition to any unused part of, the general cap.

14.5Time limit. Any claim against us must be notified in writing within 12 months of you becoming aware of the grounds for it, and proceedings must be issued within 2 years of that date, failing which the claim is waived.

14.6Allocation of risk. You acknowledge that the Fees reflect the allocation of risk in these Terms, that you are best placed to insure against clinical and Client-related risks, and that these limitations are reasonable given the nature and price of the Services.

14.7Our Group Companies, and our and their officers, directors, shareholders, employees, contractors and subprocessors, owe you no liability under or in connection with these Terms. You will bring any claim only against My Well Ops Ltd, and clauses 14.1 to 14.6 apply to it.

15. Indemnities

15.1You will defend, indemnify and hold harmless us, our Group Companies and our and their officers, directors, employees, contractors and subprocessors against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• any claim by a Client or other third party relating to your services, any Clinical Decision, or any injury, illness, death, loss or damage suffered by a Client;
• Customer Data, including any claim that you lacked the right, notice or consent to collect or process it;
• your or your Authorised Users' or Clients' use of the Services, AI output, messaging or websites;
• your breach of these Terms or of any law, licensing requirement or professional standard; and
• any dispute between you and a Client, including about payments, refunds or chargebacks.

15.2We will indemnify you against any third-party claim that your use of the Services in accordance with these Terms infringes that third party's UK intellectual property rights, subject to clause 14.3. We may resolve such a claim by modifying or replacing the affected feature, obtaining a licence, or terminating the Services and refunding prepaid Fees for the unused period.

15.3The indemnified party must notify the other promptly of any claim, allow it to control the defence and settlement, and give reasonable assistance at its cost. No settlement may admit fault on behalf of the indemnified party without its consent.

16. Term, suspension and termination

16.1These Terms start when you accept them and continue until your account is closed or these Terms are terminated under this clause 16. A paid plan ending under clause 9.3 moves your account to our free plan; it does not close it.

16.2Suspension. We may suspend all or part of the Services immediately if: (a) Fees are unpaid under clause 9.9; (b) we reasonably believe your use breaches clause 8, creates a security risk, or exposes us, other customers or any person to harm or legal liability; or (c) we are required to by law or a regulator. We will lift the suspension once the cause is resolved.

16.3Termination by us. We may terminate on written notice if you materially breach these Terms and (where remediable) fail to remedy it within 14 days of notice, if you become insolvent, or on 30 days' notice for any reason (in which case we will refund prepaid Fees for the unused period).

16.4Termination by you for breach. You may terminate on written notice if we materially breach these Terms and fail to remedy it within 30 days of notice.

16.5Data export and deletion. You can export your clients, appointments and transactions as CSV files at any time, and ask support@mywellops.com for other Customer Data. To close your account and have Customer Data deleted, email support@mywellops.com. You then have 30 days from your request, or from termination under this clause 16 (the "Export Period"), to export Customer Data, provided all Fees are paid. After the Export Period we will delete Customer Data within 90 days, except where the law requires us to retain it or it is in backups that are deleted on their normal cycle. We have no obligation to keep Customer Data after the Export Period. It is your responsibility to export records you are legally required to keep.

16.6On termination all unpaid Fees become due immediately. Clauses 1.5, 5, 6.5, 7.4, 9.7 to 9.13, 10.4, 12, 13, 14, 15, 16.5, 16.6, 18, 19, 20.7, 21.3 to 21.6, 22.4, 22.6 and 22.8 survive.

17. Changes to these Terms

17.1We may update these Terms. We will give at least 30 days' notice of material changes by email or in-app notice, except where a change is required by law or relates to a new feature, in which case it may apply immediately.

17.2If you do not accept a material change, you may cancel before it takes effect and the 30-day notice in clause 9.3 is waived for that cancellation. Otherwise, the updated Terms apply from the start of your next Subscription Term after the notice period.

18. General

18.1Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failure of third-party hosting, telecoms or AI providers, cyber-attacks not caused by its negligence, pandemic, war, sanctions or government action. This does not excuse payment of Fees.

18.2Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a buyer of all or part of our business on notice to you.

18.3Subcontracting. We may use subcontractors and subprocessors, and remain responsible for them as set out in Schedule 1.

18.4Notices. We may give notice by email to your account email or in-app. You must give notice to support@mywellops.com. Email notices are received on the next business day after sending.

18.5Entire agreement. These Terms, including the Schedules and any Order, are the entire agreement between the parties about their subject matter and supersede all prior discussions. Your purchase orders or terms do not apply.

18.6Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of these Terms continue in full force.

18.7No waiver. A failure or delay in exercising a right is not a waiver of it.

18.8Third-party rights. Except for Group Companies and the persons protected by clauses 1.5, 14.7 and 15.1, no person other than the parties (including any Client) has any right to enforce these Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or any equivalent law elsewhere.

18.9Relationship. The parties are independent contractors. Nothing creates a partnership, agency, joint venture or employment relationship.

18.10Anti-bribery and sanctions. Each party will comply with applicable anti-bribery, anti-corruption, sanctions and export control laws. You confirm you are not a sanctioned person or owned or controlled by one.

18.11Language. These Terms are made in English. Any translation is for convenience only.

19. Governing law and disputes

19.1These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them are governed by the law of England and Wales, wherever you are located.

19.2Subject to clause 19.3, the courts of England and Wales have exclusive jurisdiction, save that we may bring proceedings to recover Fees or protect our intellectual property or confidential information in any court of competent jurisdiction.

19.3Any dispute with a Customer located outside the United Kingdom and the European Economic Area shall be referred to and finally resolved by arbitration under the LCIA Rules. The seat will be London, there will be one arbitrator, and the language will be English.

19.4Before starting proceedings, the parties will attempt in good faith to resolve the dispute by negotiation between senior representatives for 30 days, except where urgent relief is needed.

19.5This clause 19 applies subject only to any mandatory rule of law in Schedule 2.

20. Insurance introductions

20.1Our status. My Well Ops Ltd is an Introducer Appointed Representative of Marsh Ltd. Marsh Ltd is authorised and regulated by the Financial Conduct Authority (FCA) for General Insurance Distribution and Credit Broking (Firm Reference Number 307511). Registered in England and Wales, Number: 1507274. Registered office: 1 Tower Place West, Tower Place, London EC3R 5BU.

20.2Introductions only. Our role is limited to introducing you to Marsh Ltd. We do not give advice or recommendations on insurance, assess your insurance needs, arrange or negotiate cover, handle claims, or collect premiums. Any quote, advice, policy or claim is a matter between you, Marsh Ltd and the relevant insurer, under their own terms.

20.3Optional. Taking out insurance through Marsh Ltd is optional and is not a condition of using the Services. You may meet your insurance obligations under clause 5.2 through any provider.

20.4Your details. We do not pass your contact details to Marsh Ltd. If you follow our link to Marsh Ltd, we record that you did, so the introduction can be credited to us. Anything you give Marsh Ltd is handled by it as an independent controller under its own privacy notice.

20.5Remuneration. We receive a commission from Marsh Ltd for introductions that result in you taking out insurance. The commission is paid by Marsh Ltd and does not increase the premium you pay. You may ask us for details of the commission at any time.

20.6Complaints. Complaints about insurance products or advice should be made to Marsh Ltd. If Marsh Ltd cannot resolve them, you may be able to refer them to the Financial Ombudsman Service.

20.7Liability. To the extent permitted by law, we are not liable for any insurance advice, policy, cover decision, claim outcome or act or omission of Marsh Ltd or any insurer. Clause 14 applies to this clause 20.

21. Account risk and protection of MyWellOps

21.1Risk reviews. We may review any account at any time, and may request information to verify your identity, business, professional registration, payment method or use of the Services. You must respond within 5 business days.

21.2Risk accounts. We may immediately, without prior notice and without liability, restrict, suspend or close any account, withhold access to features, block messages or payments, or refuse sign-up, if we reasonably suspect that the account:

• is involved in fraud, identity theft, money laundering, payment abuse, or a high rate of chargebacks, refunds or disputes;
• is linked to a sanctioned person or country, or breaches export control laws;
• provides false information or fails a verification request under clause 21.1;
• is unlicensed or practising unlawfully, or is subject to a regulator or police investigation relevant to its use of the Services;
• sends spam or unlawful messages, or causes carrier, email or payment provider complaints, blocks or penalties;
• has been compromised, or poses a security, legal, regulatory, financial or reputational risk to us, our providers, other customers or any person; or
• is linked to an account we previously closed under this clause.

21.3Where we act under clause 21.2, we may retain Fees paid, charge Fees due, preserve account data as evidence, and report the matter to law enforcement, regulators, professional bodies, payment providers or fraud prevention agencies. Where lawful and safe, we will tell you the reason and, where appropriate, allow you to export Customer Data.

21.4Attacks on the Services. You must not, and must ensure your Authorised Users and Clients do not, attempt to probe, scan, test the vulnerability of, overload, attack or gain unauthorised access to the Services or any account. You must report any vulnerability you discover to support@mywellops.com and not disclose it publicly until we have had a reasonable opportunity to fix it. You are liable for all losses, costs of investigation and remediation, and legal costs caused by any such attack originating from your account.

21.5Conduct towards us. We may suspend or terminate your account on notice if you or your Authorised Users abuse, threaten, harass or intimidate our staff or contractors, make false or misleading public statements about us, or use legal threats, chargebacks or regulatory complaints in bad faith to avoid paying Fees or to obtain a benefit not due under these Terms.

21.6Our legal costs. If you bring a claim against us that is dismissed, withdrawn or found to be without merit, or if we need to enforce these Terms against you, you must pay our reasonable legal costs, to the extent a court or tribunal permits.

21.7No duty to monitor. Our rights under this clause 21 are discretionary. We have no obligation to monitor accounts, and our failure to detect or act on any risk does not make us liable for it.

22. Events

22.1Your events. The Services may let you create, promote, sell tickets or places for, and manage events, including workshops, classes, retreats, courses, group sessions and online or in-person gatherings, in the UK or abroad, and including any travel, accommodation, food or activities offered with them ("Events"). People who book or attend your Events are your Clients.

22.2You are the organiser. You are the sole organiser of your Events, and the contract for each Event is between you and each attendee. We only provide booking, ticketing, payment and communication tools. We are not the organiser, host, promoter, venue operator, agent or seller of any Event, and we do not check or endorse any Event.

22.3Your responsibilities. You are solely responsible for every aspect of your Events, including: the description, pricing, capacity and accuracy of listings; venues, equipment and online platforms; health, safety, safeguarding, risk assessments and first aid; accessibility; suitability of activities for each attendee (including any health screening or disclaimers); licences, permits and insurance (including public liability insurance); your own event terms, cancellation and refund policies; and compliance with consumer protection, ticketing, tax and all other laws that apply to your Events.

22.4Cancellations, changes and refunds. If you cancel, postpone or change an Event, you are responsible for notifying attendees and handling all refunds, transfers, complaints and chargebacks. We are not liable to you or any attendee for any Event that is cancelled, changed, over-booked, not as described, or does not take place, including where a failure of the Services or of a third-party service affects bookings, check-in, reminders or online access.

22.5Payments and fees. Event payments are processed as set out in clause 7.3. We may charge booking or platform fees for Events at the rates shown in your account, which are non-refundable even where you refund an attendee. You authorise us to deduct unpaid fees, refunds or chargebacks we incur relating to your Events from any sums due to you or to charge them to your payment method.

22.6Liability and indemnity. To the extent permitted by law, we have no liability for any injury, illness, death, loss, damage, theft or other claim arising from or in connection with any Event, whether online or in person. Clause 15.1 applies to all claims by attendees or third parties relating to your Events. Nothing in this clause limits liability that cannot be limited by law (clause 14.1).

22.7Our own events. Where we run webinars, training, demos, community or networking events for customers, we may change or cancel them at any time. Attendance is at your own risk and, subject to clause 14.1, we have no liability in connection with them. We may record our online events and take photographs at in-person events, and we will tell you before we do so.

22.8Retreats, travel and overseas Events. Where an Event includes, or is sold together with, any travel, flights, transfers, accommodation, food, excursions or activities, or takes place outside the country where you are based (a "Travel Event"):

1. You are the organiser and seller. You are the organiser, and where relevant the retailer, of the Travel Event and every travel service in it. We are not an organiser, retailer, travel agent, tour operator or facilitator of any package or linked travel arrangement, and we do not sell, arrange, book or take payment for any travel service. Nothing in the Services, including our branding or any listing or promotion of your Event, makes us one.
2. Travel law is your responsibility. You must comply with all laws that apply to Travel Events, including the UK Package Travel and Linked Travel Arrangements Regulations 2018, the EU Package Travel Directive (EU) 2015/2302 and local equivalents. That includes giving the required pre-contract information, being responsible for the performance of all travel services, and holding insolvency protection for money paid by attendees.
3. Flights. You must not use the Services to sell flights, or packages that include flights, unless you (or the airline or tour operator you book through) hold the licence required by law, including an ATOL where the Civil Aviation (Air Travel Organisers' Licensing) Regulations 2012 apply. We may remove any listing or suspend any account that we reasonably believe breaches this.
4. Suppliers. All airlines, hotels, venues, caterers, transport and activity providers are your suppliers, or the attendee's, not ours. We are not responsible for them.
5. Attendee welfare. You are responsible for attendees' safety and welfare throughout the Travel Event, including risk assessments, emergency and evacuation plans, medical and dietary needs, food hygiene and allergens, supervision of activities, and following the travel advice of the UK Foreign, Commonwealth & Development Office or the equivalent authority.
6. Attendees' own arrangements. You must tell attendees in writing that they are responsible for their own passports, visas, vaccinations, health and fitness to travel, and adequate travel insurance.
7. Disruption. We have no liability for any delay, cancellation, change, overbooking, disruption, strike, weather, natural disaster, pandemic, political unrest, travel restriction or supplier failure affecting a Travel Event, or for any resulting refund, compensation, repatriation, accommodation or other costs.
8. Insurance. You must hold insurance that covers Travel Events, including public liability, professional indemnity and, where relevant, event cancellation insurance, valid in every country where the Event takes place.
9. Money. Payments for Travel Events are taken as set out in clause 7.3 and paid out to your connected Stripe account when each payment is made. We do not keep attendees' travel money. Clause 22.6 and clause 15.1 apply to all claims relating to Travel Events.

Schedule 1: Data Processing Agreement

This Schedule applies where we process personal data on your behalf as your processor (or service provider). It is designed to meet Article 28 of the UK GDPR and EU GDPR, and equivalent requirements elsewhere.

1. Details of processing

2. Our obligations. We will:

1. process personal data only on your documented instructions (these Terms and your configuration of the Services are your complete instructions), unless the law requires otherwise, in which case we will tell you unless legally prohibited;
2. ensure our personnel who access personal data are bound by confidentiality;
3. implement the security measures in paragraph 6;
4. only use subprocessors in accordance with paragraph 3;
5. assist you, taking into account the nature of processing, with data subject requests, security, breach notification, data protection impact assessments and regulator consultations. We may charge reasonable fees for assistance beyond the self-service tools;
6. notify you without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting your data, with the information reasonably available to us;
7. at the end of the Services, delete or return personal data in accordance with clause 16.5;
8. make available information reasonably needed to demonstrate compliance, and allow audits under paragraph 5.

3. Subprocessors. You give general authorisation for the subprocessors listed in section 4.1 of our Privacy Policy. We will give at least 14 days' notice of new subprocessors by email or by updating that list. You may object on reasonable data protection grounds within that period. If we cannot reasonably accommodate the objection, you may terminate the affected Services without the 30-day notice in clause 9.3. We will impose data protection terms on each subprocessor that are no less protective than this Schedule, and remain liable for their performance.

4. International transfers. We may transfer personal data outside the UK, EEA or your country. Where required, transfers are protected by an adequacy decision, the EU Standard Contractual Clauses (Module 2 or 3), the UK International Data Transfer Addendum, or another lawful mechanism, each incorporated by reference. Data is hosted with Akamai (Linode) in Frankfurt, Germany.

5. Audits. You may request an audit no more than once in any 12 months, on 30 days' notice, during business hours, at your cost. We will first answer written questionnaires and provide available certifications or reports, which you agree to accept in place of an on-site audit unless a regulator requires otherwise.

6. Security measures. Encryption in transit (TLS 1.2 or higher) and at rest; hashed passwords; role-based access controls; logging of access and activity; least-privilege staff access; regular backups; vulnerability patching; subprocessor due diligence; incident response procedures; and staff confidentiality and training. We may update these measures provided we do not reduce overall security.

7. Your obligations. You are responsible for the lawfulness of your instructions and of the personal data you upload, for giving privacy notices to Clients, for obtaining any consents required, and for configuring access permissions and AI Features appropriately.

8. US state privacy laws. Where the California Consumer Privacy Act or similar US state laws apply, we act as your service provider or processor. We will not sell or share personal data, retain, use or disclose it outside the direct business relationship with you, or combine it with other data except as permitted by those laws.

9. Liability. Each party's liability under this Schedule is subject to clause 14 of the Terms, including the data protection cap in clause 14.4.

Schedule 2: Regional Terms

These terms apply according to where you are established or where your Clients are located, and prevail over the rest of the Terms to the extent of any conflict. Everything else in the Terms continues to apply.

A. European Union and EEA

1. EU Data Act. Where Regulation (EU) 2023/2854 applies, you may terminate to switch to another provider or to your own infrastructure on at least 30 days' notice (the maximum permitted is 2 months). We will provide reasonable assistance and export of your exportable data within a transition period of up to 30 days. Until 12 January 2027 we may charge reasonable, cost-based switching and export fees; from that date, none. Fees already paid for a committed annual term remain payable to the extent permitted by the Data Act, as a proportionate early termination fee.
2. EU representative. We have not yet appointed an EU representative under Article 27 GDPR. Details will be published here once appointed.

B. United Kingdom. My Well Ops Limited is established in the UK, so no UK representative is required. UK data protection law applies to our processing under Schedule 1.

C. United States

1. HIPAA. We are not a business associate under the Health Insurance Portability and Accountability Act unless we have signed a Business Associate Agreement with you. If you are a covered entity or business associate under HIPAA, you must not upload protected health information until a BAA is in place. If you do, you do so at your own risk, and clause 15.1 applies to any resulting claim, fine or penalty.
2. Messaging. You are solely responsible for complying with the Telephone Consumer Protection Act, CAN-SPAM, A2P 10DLC registration and state telemarketing laws for messages you send through the Services.
3. Limitation of liability. Where a US state's law does not allow certain exclusions or limitations, they apply to the maximum extent that law permits.

D. United Arab Emirates

1. Health data. Unless we have confirmed in writing that your account is hosted in the UAE, you must not use the Services to store or process health data that UAE Federal Law No. 2 of 2019 (the ICT in Health Fields Law) or emirate health authority rules require to be stored in the UAE. You are responsible for any licence or approval required by the Department of Health Abu Dhabi, Dubai Health Authority or Ministry of Health and Prevention.
2. Personal data. Where Federal Decree-Law No. 45 of 2021 applies, Schedule 1 applies to our processing of personal data on your behalf.

E. Canada, Australia and New Zealand. You are responsible for provincial health information laws (including PHIPA in Ontario), the Australian Privacy Act 1988 and Australian state health records laws, and the NZ Health Information Privacy Code, as they apply to your practice. Schedule 1 applies to our processing on your behalf.

F. All other countries. You are responsible for confirming that your use of the Services, including the storage of Client data outside your country, complies with local law. Where a mandatory local law overrides any part of these Terms, that part applies only to the minimum extent necessary, and the rest of the Terms remain in force.

Schedule 3: Client Terms

These terms apply to Clients who use the client portal, booking pages or video. Under clause 3.3 you are responsible for making sure your Clients are bound by them.

Terms for clients using MyWellOps

1. Who provides your care. Your practitioner uses MyWellOps, software provided by My Well Ops Ltd ("we"), to manage bookings, payments, messages, documents and video sessions. Your practitioner, not us, provides your care or services and is responsible for them. We do not provide medical, therapeutic or other professional advice and do not employ, supervise or recommend any practitioner.
2. Not for emergencies. Do not use MyWellOps to contact your practitioner in an emergency or crisis. If you need urgent help, call your local emergency number or go to your nearest emergency department.
3. Reminders and messages may be delayed or fail. Check your appointment details directly with your practitioner.
4. Your data. Your practitioner controls your records and decides how they are used. We process them on your practitioner's behalf. For requests about your data, contact your practitioner first. Our own handling of data is described in our Privacy Policy at mywellops.com/privacy-policy.
5. Payments you make to your practitioner are between you and them, processed by a third-party payment processor. Refunds and disputes must be raised with your practitioner. The same applies to any event, class or workshop you book through MyWellOps: your practitioner organises and runs it, is responsible for it, and handles any cancellation or refund. For retreats and events abroad, including any flights, accommodation, food or activities, your practitioner is the organiser and your contract for them is with your practitioner, not us. You are responsible for your own passport, visas, vaccinations, fitness to travel and travel insurance.
6. Use responsibly. Keep your login secure, and do not misuse or attempt to disrupt the service.
7. Our liability. Access to MyWellOps is provided to you free of charge through your practitioner. We are not responsible for your practitioner's services, advice, decisions or conduct. We are not liable for losses that were not reasonably foreseeable, or for business losses. Nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot be excluded by law, and nothing affects your statutory rights.
8. Law. These terms are governed by the law of England and Wales. If you live elsewhere, you keep any protection given by the mandatory laws of your country, and you may bring a claim in your local courts.