Please read these terms and conditions carefully before using the Services (as defined below).
1. DEFINITIONS AND INTERPRETATION
1.1 In these Terms & Conditions the following words and phrases have the meanings given below:
Business Day means a day (other than a Saturday or Sunday) on which banks are generally
open in London for normal business;
Customer means each of the individual authorised from time to time by the Supplier to use
Device means the Customer’s electronic devices and hardware through which the Services
Fee means a monthly or annual fee as set by the Supplier from time to time and made
available at https://relish-wellbeing.com/;
Normal Business Hours means 09.00 – 17.30 (GMT) on Business Days only;
Party means either the Customer or the Supplier, together referred to as the Parties.
Services means the subscription services provided by the Supplier to the Customer under
these Terms via the Relish Wellbeing App and/or the Relish Desktop Managers Portal or
any other website notified to the Customer by the Supplier from time to time;
Software means the online software applications provided by the Supplier as part of the
Term means the period set out in clause 2.4 and subject to earlier termination in
accordance with these terms; and
1.2 The clause headings in these Terms are for the convenience of the parties only and shall not
limit or govern or otherwise affect its interpretation in any way.
1.3 A reference to any statutory or legislative provision includes a reference to that provision as
modified, replaced, amended and/or re-enacted from time to time.
2. USE OF THE SERVICES
2.1 The below Terms and Conditions (the “Terms”) apply to your (the “Customer”) use of
certain software applications and platforms made available by Active Healthcare Solutions
Limited (the “Supplier”) via the internet on an annual subscription basis.
2.2 By using the Services (defined below), you confirm that you accept these Terms and that you
agree to comply with them. If you do not agree to these Terms, you must not use the Services.
2.3 We recommend that you print a copy of these Terms for future reference.
3. USER SUBSCRIPTIONS
3.1 The Supplier has developed certain software applications and platforms which it makes
available to subscribers via the internet on an annual subscription basis.
3.2 The Supplier has agreed to provide, and the Customer has agreed to take and pay for, the
Supplier's service subject to these Terms.
3.3 Subject to these Terms, the Supplier hereby grants to the Customer a non-exclusive, non-
transferable right, without the right to grant sublicences, to permit the Customer to use the
Services during the Term solely for the Customer's personal use.
3.4 The parties acknowledge and agree that these Terms shall continue in force and effect for as
long as the Customer receives the Services, subject to clause 2.5 below.
3.5 In the event that the Customer fails to comply with any of its obligations under or pursuant to
these Terms the Supplier may immediately terminate the Customer’s use of the Services upon
written notice to the Customer.
3.6 If the Customer wishes to purchase subscriptions for additional individuals from time to time,
the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for
additional subscriptions and respond to the Customer with approval or rejection of the request
(such approval not to be unreasonably withheld). Where the Supplier approves the request,
the Supplier shall activate the additional subscriptions within 3 Business Days of its approval
of the Customer's request.
3.7 If the Supplier approves the Customer's request to purchase additional subscriptions, the
Customer shall, within 3 Business Days of the date of the Supplier's invoice, pay to the
Supplier the additional Fee (calculated on a pro rata basis to the remaining Term) for such
3.8 The Customer shall not:
3.81 use the Services to provide services to third parties; or
3.82 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise
commercially exploit, or otherwise make the Services available to any third party, or
3.83 commercially exploit, or otherwise make the Services available to any third party, or
3.8.3 attempt to obtain, or assist third parties in obtaining, access to the Services other than as
provided under these Terms.
3.9 The Software and all intellectual property rights of whatever nature in such Software are and
shall remain the property of the Company.
4.1 The below Terms and Conditions (the “Terms”) apply to your (the “Customer”) use of
certain software applications and platforms made available by Active Healthcare Solutions
Limited (the “Supplier”) via the internet on an annual subscription basis.
4.2 Unless otherwise expressly stated (or as otherwise agreed in the case of a given payment),
each payment to be made under these Terms shall be made in pounds sterling by transfer of
the relevant amount into the relevant account on the date (and, if applicable, at or before the
time) the payment is due for value on that date and in immediately available funds. The
relevant Supplier’s account for a given payment is the account indicated by Active Healthcare
Solutions Ltd from time to time.
5. SUPPLIER’S OBLIGATIONS
5.1 The Supplier shall, during the Term, provide the Services with reasonable care and skill to the
Customer on and subject to these Terms.
5.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24
hours a day, seven days a week, except for:
5.21 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK
5.22 unscheduled maintenance performed outside Normal Business Hours, provided that the
Supplier has used reasonable endeavours to give the Customer 1 Business Days’ notice in
5.3 The Supplier will, as part of the Services provide technical Software support (including in
relation to site updates, server maintenance and data back-ups and protection) to the
Customer during Normal Business Hours in accordance with the terms of the Supplier's
support services in effect at the time that the Services are provided.
6. CUSTOMER OBLIGATIONS
The Customer shall:
6.1 without affecting its other obligations under these Terms, comply with all applicable laws and
regulations with respect to its activities under these Terms;
6.2 ensure that its use of the Services is in accordance with the Terms and shall be responsible for
any breach of these Terms;
6.3 have sole responsibility for any results (including those generated by the software’s
assessment tool) obtained from the use of the Services by the Customer, and for conclusions
drawn from such use and shall apply reasonable sensibilities and discretion when considering
6.4 ensure that its Devices, network and systems comply with the relevant specifications
provided by the Supplier from time to time; and
6.5 be, to the extent permitted by law and except as otherwise expressly provided in these Terms,
solely responsible for procuring, maintaining and securing its Devices, network connections
and telecommunications links from its systems to the Supplier's data centres, and all
problems, conditions, delays, delivery failures and all other loss or damage arising from or
relating to the Customer's Devices, network connections or telecommunications links or
caused by the internet.
7. ACCOUNT DETAILS SAFETY
7.1 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or
use of, the Services.
7.2 The Customer shall not share or reveal its user identification code, password or any other
piece of information that forms part of our security procedures and must treat such
information as confidential. The Customer must not disclose it to any third party.
7.3 The Supplier reserves the right to disable any user identification code or password, whether
chosen by the Customer or allocated by the Supplier, at any time, if in the Supplier’s
reasonable opinion the Customer has failed to comply with any of the provisions of these
7.4 If the Customer knows or suspects that any other person knows its user identification code or
password, it must promptly notify the Supplier at firstname.lastname@example.org.
8. CHANGES TO OUR SERVICES
8.1 The Supplier may update the Services from time to time to reflect changes to the Services, its
Customers’ needs and its business priorities.
9. DATA PROTECTION
9.1 The Supplier will collect and process information relating to the Customer in accordance with
the Data Processing Addendum at Schedule 1, the terms of which shall apply as though
included in full herein.
9.2 The Customer shall own all right, title and interest in and to all of the Customer data that is
not personal data and shall have sole responsibility for the legality, reliability, integrity,
accuracy and quality of all such Customer data.
commencement of the application of these Terms and subsequently upon receipt of written
request for such.
9.4 The Customer consents to the Supplier contacting them by email or text message or other
direct advertisement via the Relish Wellbeing App and/or the Relish Desktop Managers
Portal with information about goods and services which the Supplier feels may be of interest
to the Customer.
9.5 The Supplier shall at all times comply with the Privacy and Electronic Communications
Regulations 2003 (as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018) with regard to any direct marketing made to the
Customer, including seeking consent to direct marketing via the Relish Wellbeing App and/or
the Active Minds Desktop Managers Portal.
10.1 The Supplier warrants that:
10.1.1 it processes and will continue to process data appropriately in accordance with its Privacy
Policy and to operate satisfactorily irrespective of the data or the format of any data-related
10.2 The Supplier does not warrant that:
10.2.1 the Customer's use of the Services will be uninterrupted or error-free; or
10.2.2 that the Services and/or the information obtained by the Customer through the Services will
meet the Customer's requirements; or
10.2.3 the Software or the Services will be free from vulnerabilities.
10.3 The Supplier is not responsible for any delays, delivery failures, or any other loss or damage
resulting from the transfer of data over communications networks and facilities, including the
internet, and the Customer acknowledges that the Services may be subject to limitations,
delays and other problems inherent in the use of such communications facilities.
10.4 The Customer warrants that it has full power and authority to agree to these Terms.
The Customer shall accept sole responsibility for and the Supplier shall not be liable for the
use of the Services by the Customer, and the Customer shall hold the Supplier harmless and
fully indemnified against any claims, costs, damages, loss and liabilities arising out of any
12.1 Changes to these Terms
We amend these Terms from time to time. Every time you wish to use the Services, please
check these Terms to ensure you understand the terms that apply at that time. These Terms
were most recently updated on 3rd October 2022.
12.2 Other terms that may apply to you
These Terms refer to the following additional terms, which also apply to your use of our site:
(a) the Data Processing Policy available in the Data Processing Addendum of these Terms
and Conditions; and
12.3.1 Except as expressly and specifically provided in these Terms:
(a) the Customer assumes sole responsibility for results obtained from the use of the
Services by the Customer, and for conclusions drawn from such use. The Supplier shall
have no liability for any damage caused by errors or omissions in any information,
instructions or scripts provided to the Supplier by the Customer in connection with the
Services, or any actions taken by the Supplier at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever
implied by statute or common law are, to the fullest extent permitted by applicable law,
excluded from these Terms; and
(c) the Services are provided to the Customer on an "as is" basis.
12.3.2 Nothing in this Agreement excludes the liability of the Supplier:
(a) for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
12.3.3 Subject to clause 9.1.1 and clause 9.1.2 , the Supplier's total aggregate liability in contract, tort
(including negligence or breach of statutory duty), misrepresentation, restitution or otherwise,
arising in connection with these Terms shall be limited to the Fee paid by the Customer under
or in connection with these Terms.
12.4.1 The Supplier does not guarantee that the Services will be secure or free from bugs or viruses.
12.4.2 The Customer is responsible for configuring its information technology, computer
programmes and platform to access the Services. The Customer should use its own virus
12.4.3 The Customer must not misuse the Services by knowingly introducing viruses, trojans,
worms, logic bombs or other material that is malicious or technologically harmful. The
Customer must not attempt to gain unauthorised access to the Services, the server on which
the Services are stored or any server, computer or database connected to the Services. The
Customer must not attack our site or the Services via a denial-of-service attack or a
distributed denial-of service attack. By breaching this provision, the Customer would commit
a criminal offence under the Computer Misuse Act 1990. The Supplier will report any such
breach to the relevant law enforcement authorities and will co-operate with those authorities
by disclosing the Customer’s identity to them. In the event of such a breach, the Customer’s
right to use the Services will cease immediately.
12.5 Events beyond our control
The Supplier shall have no liability to the Customer under these Terms if it is prevented from
or delayed in performing its obligations under these Terms, or from carrying on its business,
by acts, events, omissions or accidents beyond its reasonable control, including, without
limitation, 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 or telecommunications
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 or default of suppliers or sub-contractors, provided that the
Customer is notified of such an event and its expected duration.
12.6 Other activities and exclusivity
During the Term, the Supplier may accept engagements from or be employed by or concerned
in other companies, firms or persons including in any business which is similar to or in any
way competitive with any of the businesses of the Customer.
The Supplier acknowledges that in the course of the provision of the Services it will have
access to Confidential Information belonging to the Customer and as such the Supplier agrees
that it shall keep secret and confidential all confidential information and shall not at any time
whether during the Term or after the termination of the Customer’s use of the Services except
in the proper provision of the Services or with the express written consent of the Customer for
any reason whatsoever disclose such information or permit it to be disclosed to any third
party or otherwise use such information or permit it to be used.
In the event that any of the terms of these Terms are determined by any competent authority
to be invalid or unenforceable to any extent, such term shall to that extent be severed from the
body of these Terms which shall continue to be valid and enforceable to the fullest extent
permitted by law.
12.9 Entire agreement
out the entire agreement and understanding between the parties and supersedes all prior
agreements and understandings relating to its subject matter. No party has entered into these
Terms in reliance upon any representation, warranty or undertaking of any other party which
is not set out or referred to in these Terms.
Neither these Terms nor any of its terms or conditions can be varied or waived unless
expressly agreed in writing by all parties to these Terms.
12.11 Transfer this agreement
The Supplier may transfer its rights and obligations under these Terms to another
organisation. The Supplier will always notify the Customer in writing if this happens and will
ensure that the transfer will not affect the Customer’s rights under the contract.
12.12 Third party rights
The Customer and the Supplier agree that section 1(1) of the Contracts (Rights of Third
Parties) Act 1999 shall apply to these Terms solely to the extent that Group Companies may
enforce provisions expressed to be for their benefit.
Any notice to be given under these Terms shall be in writing. Any notice to be given to the
Customer or the Supplier shall be sufficiently served either if posted on sent by email,
delivered personally or sent by recorded delivery post to the address set out in these Terms (or
such other address in the United Kingdom as the addressee may from time to time notify for
the purposes of this clause). Any notice if posted shall be deemed to have been served at the
time when in the ordinary course of post such notice would have been received and if
delivered by hand shall take effect on delivery.
12.14 Governing law and jurisdiction
These Terms and any non-contractual obligations arising under or in connection with it is
governed by English law and the parties submit to the jurisdiction of the English courts over
any dispute, matter or claim arising under or in connection with these Terms.
Data Processing Addendum
This Data Processing Addendum (“Addendum”) supplements Service Subscription Terms &
Conditions (“Terms & Conditions”) between Customer (“Customer”) and Active Healthcare
Solutions Limited (“Supplier”) (jointly with Customer, “Parties”) and reflects the Parties’ agreement
with regard to the processing of Personal Data.
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized
terms not otherwise defined herein shall have the meaning given to them in the Terms & Conditions.
Except as modified below, the terms of the Terms & Conditions shall remain in full force and effect.
In case of a conflict between provisions of this Addendum with provisions in the Terms & Conditions,
the provisions of this Addendum shall prevail.
1.1 “Data Controller” means the entity which determines the purposes and means of the
Processing of Personal Data.
1.2 “Data Processor” means the entity which Processes Protected Data on behalf of the
1.3 “Data Protection Laws” means all laws and regulations applicable to the Processing of
Personal Data under the Terms & Conditions, including any applicable laws and regulations
of the European Union, the European Economic Area and their member states and the United
Kingdom including GDPR and UK GDPR.
1.4 “Data Subject” means the identified or identifiable person to whom the Personal Data
1.5 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of
27 April 2016 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data, and repealing Directive 95/46/EC (General Data
Protection Regulation) and includes UK GDPR, as defined in section 3(10) (as supplemented
by section 205(4)) of the Data Protection Act 2018.
1.6 “Personal Data” means any information relating to (i) an identified or identifiable natural
person and, (ii) an identified or identifiable legal entity (where such information is protected
in a similar way as personal data, personal information, or personally identifiable information
under applicable Data Protection Laws).
1.7 “Personal Data Breach” means (i) a breach of security leading to the accidental or unlawful
destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data
transmitted, stored or otherwise processed.
1.8 “Processing” means any operation or set of operations which is performed upon Personal
Data, whether or not by automatic means, such as collection, recording, organization,
structuring, storage, adaptation or alteration, retrieval, consultation, access, use, disclosure,
dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. For the purpose of this Addendum, and for the avoidance of doubt, remote access
by Supplier to Customer’s Protected Data is considered Processing.
1.9 “Protected Data” means Personal Data received from or on behalf of the Customer. For the
avoidance of doubt, “Protected Data” does not include Personal Data collected by Supplier
directly from Data Subjects.
1.10 “Regulatory Authority” means any governmental, regulatory or supervisory authority,
including any privacy or data protection commissioner or ombudsman, which is responsible
for administering and/or enforcing Data Protection Laws.
2. Processing of Personal Data
2.1 The parties acknowledge and agree that with regard to the Protected Data, Customer shall be
the Data Controller and Supplier shall be the Data Processor. Customer shall (i) provide all
required notices to, and obtain all required consents from, the Data Subjects prior to providing
any Personal Data to Supplier in accordance with Data Protection Laws and any applicable
guidance issued or published by any relevant Regulatory Authority; (ii) retain appropriate
records of the notices and consents described above, and promptly provide evidence of such
notices and consents to Supplier upon Supplier’s request; and (iii) take all reasonable steps to
ensure that the Protected Data is accurate and up-to-date.
2.2 The subject matter for Processing the Protected Data by Supplier is the performance of the
services pursuant to the Terms & Conditions. Supplier shall not make any use of the Protected
Data for any other purposes.
2.3 The types of Personal Data and categories of Data Subjects Processed are specified in Annex
1 of this Addendum.
2.4 The Parties shall comply with all Data Protection Laws when performing their mutual
obligations under the Terms & Conditions.
2.5 Supplier shall not Process Protected Data other than on the Customer’s instructions unless
Processing is required by Data Protection Laws, in which case Supplier shall to the extent
permitted by Data Protection Laws inform Customer of that legal requirement before the
relevant Processing of that Personal Data.
3.1 This Schedule shall commence on the date the Services are made available to the Customer
and shall continue in full force and effect until the termination or expiration of the Terms &
3.2 Notwithstanding clause 3.1, Supplier’s obligations under clauses 4, 6, 7 and 9 (and any other
clauses which by implication ought to survive) shall survive on the termination of this
Addendum if and to the extent that Supplier continues to Process (including by way of
storage) any Protected Data.
4.1 Supplier shall ensure that its personnel engaged in the Processing of Protected Data are
informed of the confidential nature of the Protected Data, have received appropriate training
on their responsibilities and have executed written confidentiality agreements. Supplier shall
ensure that such confidentiality obligations survive the termination of employment of such
4.2 Supplier shall ensure that access to Protected Data is limited to those personnel performing
services in accordance with the terms of the Terms & Conditions..
5.1 Subject to section 5.2 Supplier may subcontract any Processing activities those sub-processors
already engaged by Supplier at the date of commencement of this Addendum and the Parties
agree that Supplier may engage another data processor (or any replacement) to carry out any
Processing activities in respect of the Protected Data at any time and has the Customer’s
general authorization to do so. Any changes to the use of sub-processors by Supplier will be
notified to the Customer 7 days in advance of such changes taking effect.
5.2 Supplier will ensure that any sub-processor it engages to provide the services on its behalf in
connection with the Terms & Conditions does so only on the basis of a written contract which
imposes on such sub-processor terms substantially no less protective in respect of Personal
Data than those imposed on Supplier in this Addendum, and where applicable, including
terms relating to the transfer of Personal Data outside of the UK or the EEA (“Adequate
Terms”). Supplier shall procure the performance by such sub-processor of the Adequate
Terms and shall be liable to Customer for any breach by such sub-processor of any of the
6. International Data Transfers:
6.1 Supplier does not transfer Personal Data outside of the UK or the EEA. To the extent that
sub-processors of Supplier process Personal Data outside of the UK or the EEA, the Supplier
has entered into Adequate Terms with its sub-processors.
7. Security: Taking into account the sensitivity of the Protected Data, the purposes for which the
Protected Data will be used, the amount, quantity, distribution and format of the Protected
Data, and the method or medium of storage, as well as the state of the art, the costs of
implementation and the nature, scope, context and purposes of Processing and the risk of
varying likelihood and severity for the rights and freedoms of Data Subjects, Supplier shall in
relation to the Protected Data implement appropriate physical, technical, administrative and
organizational measures to protect the security, confidentiality, accuracy, integrity and
availability of the Protected Data, including, as appropriate, the measures referred to in
Article 32(1) of GDPR. In assessing the appropriate level of security, Supplier shall, in
particular, take account of the sensitivity of the Personal Data and the risks that are presented
by Processing, in particular those risks that may arise from a Personal Data Breach.
8. Rights of Data Subjects
8.1 Supplier shall, to the extent legally permitted, promptly notify Customer if it receives a
request from a Data Subject to exercise the Data Subject’s rights under Data Protection Laws,
including (where applicable) any right of access and/or right to rectification, restriction of
Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or
right not to be subject to automated individual decision making (“Data Subject Request”).
8.2 Taking into account the nature of the Processing, Supplier shall assist Customer by
appropriate technical and organizational measures, insofar as practicable, to fulfil Company’s
obligation to respond to a Data Subject Request under Data Protection Laws.
8.3 Supplier shall respond to a Data Subject Request directly only if Supplier is required to do so
under Data Protection Laws. In addition, Supplier shall upon Company’s request provide
commercially reasonable efforts to assist Customer to respond to any Data Subject Request, to
the extent Supplier is legally permitted to do so and the response to such Data Subject
Request is required under Data Protection Laws.
9. Personal Data Breach
9.1 Supplier shall notify Customer without unreasonable delay upon Supplier or any sub-
processor becoming aware of a Personal Data Breach affecting Protected Data, providing
Customer with sufficient information to allow Customer to meet any obligations to create and
maintain a record of the Personal Data Breach and to comply with any obligation(s) to report
the Personal Data Breach to any relevant Regulatory Authority and/or notify Data Subjects of
the Personal Data Breach under Data Protection Laws.
9.2 Supplier shall co-operate with Customer and take such reasonably commercial steps as are
directed by Customer to assist in the investigation, mitigation and remediation of each and
any such Personal Data Breach.
10. Data Protection Impact Assessment and Prior Consultation: Supplier shall provide
reasonable assistance to Customer with any data protection impact assessments, and prior
consultations with competent data privacy authorities, which Customer reasonably considers
to be required by Data Protection Laws, including (where applicable) article 35 or 36 of
GDPR, in each case solely in relation to Processing of Protected Data, and taking into account
the nature of the Processing and information available to Supplier, in each case further
provided that Customer bears all costs associated with the assistance provided by Supplier.
11. Audit Rights: No more often than once every 12 months, Supplier shall make available to
Customer on request all information necessary to demonstrate compliance with this
Addendum, and shall allow for and contribute to audits, including inspections, by Customer
or an auditor mandated by Customer in relation to the Processing of the Protected Data,
provided that Customer bears all costs associated with such audits.
12. Deletion or Return of Protected Data and Copies: At the Company’s written request, and
to the extent permitted by applicable laws, Supplier shall either securely delete or securely
return all Protected Data to Customer in such form as Customer reasonably requests upon the
earlier of (i) the termination of the Terms & Conditions; or (ii) once Processing by Supplier of any Protected Data is no longer required for the purpose of Supplier’s performance of its
obligations under the Terms & Conditions. Notwithstanding anything to the contrary in the
foregoing, Supplier shall be permitted to retain any archival and/or back-up data that is
separately maintained for archival or back-up purposes.
13. Severance: Should any provision of this Addendum be invalid or unenforceable, the
remainder of this Addendum shall remain valid and in force. To the greatest extent possible
pursuant to applicable laws, the invalid or unenforceable provision shall be either (i) amended
as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions
as closely as possible or, if this is not possible, (ii) construed in such a manner as if the invalid
or unenforceable provision was not part of the Addendum.
Cooperation: Customer and Supplier acknowledge that laws relating to privacy and data
protection are evolving and that amendment to the Terms & Conditions and/or this
Addendum may be required to ensure compliance with such developments. The parties agree
to take such action as is necessary to implement the standards and requirements of any
applicable Data Protection Laws, including negotiating in good faith to amend the Terms &
Conditions and this Addendum as necessary or prudent for compliance with such laws.