2. 1 In consideration of Mi365 Ltd supplying the Services, you shall pay the Charges subject to the terms of your membership and in line with the Schedule(s).

2.2 The Charges together with any applicable VAT are the only amounts payable by you for the Services.

2.3 Unless it is stated otherwise in the Schedule(s), Mi365 Ltd shall be solely responsible for all expenses it incurs in supplying the Services.

2.4 Mi365 Ltd reserves the right to immediately terminate your account and/or service for any unpaid (in whole or part) charges (with or without notice). Termination of service in no ways relieves or excuses you from any obligation to pay outstanding charges or expenses.

2.5 You are responsible for paying all sums due to Mi365 Ltd in connection with your membership in accordance with these terms. The first charges payable in accordance with these terms is due when your membership account is set up and payment of the subscription fee is a condition of membership. For monthly or annual membership your membership account will be automatically charged the subscription fee for the following month’s (or year's) subscription .

2.6 You acknowledge that we hold data regarding the subscription package that is being signed up for by the member. This includes the last four digits and the expiry date of the card used to purchase the subscription package together with details on when payment of fees are due. You further acknowledge and agree that, by sending a request for a specific subscription package, that payments are due on a recurring basis in accordance with that specific subscription package (unless the subscription is cancelled in accordance with these Terms) and therefore authorizes the continual payment collection terms applicable to that specific subscription package (e.g. on a monthly basis and for a specific amount).

3.1 If the Client demonstrates inappropriate, aggressive or unlawful behaviour, Mi365 Ltd may terminate your membership with immediate effect. In such an event, Mi365 Ltd shall not be obliged to provide a refund to you for any payments made for the Service not yet undertaken and Mi365 Ltd may take further legal action against you if Mi365 Ltd deems it appropriate to do so.

3.2 If Mi365 Ltd deems it appropriate, it may recommend that you seek an alternative service more suited to their needs. In such an event, Mi365 Ltd will discuss the reasons for the recommendation with you. It will be your discretion whether to follow such recommendation and Mi365 Ltd does not accept any liability for the outcome of any decisions you chose to make. If you agree to pursue a different Service, Mi365 shall cancel your membership as described above.

3.3 Either Party may terminate your membership with immediate effect on giving notice to the other Party if the other Party:

3.7.1 commits a material breach of your membership which is incapable of remedy;

3.7.2 commits a material breach of these Terms and Conditions which is capable of remedy but fails to remedy that breach within 30 days of being notified of the breach;

3.7.3 is in breach of its obligations under clause 5 and / or 6; and

3.7.4 experiences a Force Majeure Event in accordance with the provisions of clause 8.

3.4 The expiry or termination of your membership shall not affect the accrued rights, remedies, obligations or liabilities of the Parties under it as existing at expiry or termination.

3.5 Any provision of your membership which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of your membership, shall remain in full force and effect after your membership expires or terminates.

4. 1 In accordance with Distance Selling Regulations, you have the right to cancel and obtain a full refund within 14 working days of your membership being executed by both Parties.

4.2 If a request to cancel is received in writing via our support helpdesk: [email protected] within 14 working days from the date on which your membership is executed by both Parties, Mi365 Ltd will accept the cancellation request and offer you a refund.

4.3 In the event that you have accessed and had use of the services provided by Mi365 within the first 14 working days from the date on which your membership is executed by both Parties, you may still request a refund, but the value of the services undertaken and any reasonable costs borne by Mi365 Ltd in supplying the service, shall be deducted from the amount paid by you. The remainder will be refunded to you without further deductions.

4.4 On the cancellation of a contract and acceptance of the refund by the Client, any repayable sum shall be repaid as soon as possible and, in any case, within 30 days of their request for cancellation. Subject to clause 4.3, the full price paid for the Services will be refunded.

4.5 There will be no obligation on Mi365 Ltd to refund any amounts paid, where cancellation requests are made after the 14 day cancellation period has passed.

5.1 “Intellectual Property Rights” means any of the following rights existing in any part of the world: all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, rights in designs, trade and service marks, trade names, logos, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, domain name registrations, database rights and rights in confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered; applications to register any of those rights; rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights; and any similar or equivalent rights.

5.2 Nothing in these Terms and Conditions shall affect any Party’s ownership of its Intellectual Property Rights nor operate to grant to either Party any licence under the other Party’s Intellectual Property Rights except to the extent necessary for the delivery and use of the Services in the way they are intended to be used.

5.3 All Intellectual Property Rights created by the Parties in the course of the Services shall belong to the creating Party.

6.1 Mi365 Ltd grants a non-exclusive, royalty-free, non-transferable, limited licence in any material (including digital materials) provided to you as part of the Services for the purpose of enabling you to use the Services in accordance with the terms of your membership.

6.2 In agreeing to these terms and conditions, you acknowledge that Mi365 Ltd owns all rights to the content, images and recordings within and relating to Mi365 services.

6.3 Mi365 Ltd has the sole rights to reproduce, use, exhibit, broadcast and distribute these images and recordings in any media now or later developed.

6.4 The Mi365 membership service allows you access to the content while you are a member. When you leave, you will no longer have rights or access to any of the material.

6.5 Membership of Mi365 is for a single named individual. You may not share access to the membership area or community groups with others.

6.6 You have our permission to electronically copy and print hard copies of pages from the Mi365 members area for your personal use only. Any commercial use of such copies is strictly prohibited. Unless we give you written permission in advance, any other use of the Mi365 members area and Facebook group, its content and its information, including linking or framing to any website, is strictly prohibited.

6.7 No material on any Mi365 website or Mi365 members area may be copied, reproduced, distributed, republished, uploaded, displayed, posted or transmitted in any way whatsoever. The Mi365, Mi365 Elite and Mi365 Weight Loss Challenge trademark and logo are proprietary marks of Mi365 Ltd, and the use of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Mi365 Ltd.

6.8 You are prohibited from posting, uploading, submitting, sharing or transmitting any unlawful, threatening, libellous, defamatory, obscene, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability or would otherwise violate the law. Mi365 Ltd will fully cooperate with any law enforcement authorities or court order requesting or directing Mi365 Ltd to disclose the identity of anyone posting any such information or materials.

6.9 You grant Mi365 Ltd permission to use any and all photographs taken by Mi365 Ltd or its agents or employees, or submitted by you to Mi365 Ltd (hereinafter “Photographs”) in any media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Mi365 Ltd or any product or service sold and marketed by Mi365 Ltd. You agree that this authorization to use photographs may be assigned by Mi365 Ltd to any other party. You agree that that the photographs may be combined with other photographs, sounds, text and graphics, and that the photographs may be manipulated, cropped, altered or modified in Mi365 Ltd’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Mi365 Ltd in exchange for this release and assignment. You hereby release and forever discharge Mi365 Ltd from any and all liability and from any damages You may suffer as a result of the use of the photographs. You further acknowledge and agree that this release is binding upon your heirs and assigns. You agree that this release is irrevocable.

7.1 For the purposes of these Terms and Conditions, the term “Data” shall encompass both “Personal Data” and “Sensitive Personal Data” as defined in the EU General Data Protection Regulation.

7.2 Mi365 Ltd represents, warrants and undertakes that it has complied and shall continue to comply with applicable Data Protection Law.

7.3 To the extent that Mi365 Ltd processes any Data it shall:

7.3.1 process it for the purposes of complying with its obligations under these Terms and Conditions and in accordance with your instructions from time to time;

7.3.2 use consolidated data (i.e. combined information from submissions across the whole membership or subsections thereof, without identifying any individual) to improve the service or refine marketing campaigns to reach a wider audience.

7.3.3 ensure that appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing your data and the accidental loss or destruction of, or damage to, such Data; and

7.3.4 not transfer, or otherwise directly or indirectly disclose, your Data to countries outside the European Economic Area without your prior written consent.

8.1 Neither Party shall be liable for a breach of these Terms and Conditions directly or indirectly caused by circumstances beyond its reasonable control (“Force Majeure Event”), provided that a circumstance beyond a Party’s reasonable control shall not include any duty to comply with Applicable Law or any cause which is attributable to the Party’s wilful act or negligence.

8.2 On the occurrence of a Force Majeure Event, the affected Party shall give immediate notice to the other Party, stating the nature of the Force Majeure Event, how it is affecting the performance of its obligations, the date it began to affect its performance, the estimated period during which its performance will be affected and the action it has taken and proposes to take to mitigate its effects.

8.3 The affected Party shall mitigate (and whilst it continues, shall continue to mitigate) the effects of the Force Majeure Event on its performance.

8.4 If the performance of all or a material part of the Supplier’s obligations under these Terms and Conditions or the Schedule(s) is / are delayed or prevented by a Force Majeure Event for a continuous period of 30 days in aggregate over any 3 month consecutive period, you may terminate your membership by giving 30 days’ written notice via our support helpdesk: [email protected]

9.1 Nothing in these Terms and Conditions shall limit or exclude the liability or remedy of either Party or any other person:

9.1.1 for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;

9.1.2 for fraud or fraudulent misrepresentation;

9.1.3 in respect of an obligation in these Terms and Conditions to indemnify a Party or any other person;

9.1.4 for any act, omission or matter, liability for which may not be excluded or limited under any Applicable Law;

9.1.5 for any breach by the Supplier of clauses 5 or 6, or

9.1.6 for the wilful abandonment of these Terms and Conditions by Mi365 Ltd.

9.2 Mi365 Ltd shall not be liable to you for any indirect, special or consequential loss or damage, including:

9.2.1 loss of profit;

9.2.2 loss of goodwill;

9.2.3 loss of savings; or

9.2.4 loss of contract.

9.3 Mi365 Ltd excludes, but only as far as legally possible, all terms and warranties or promises implied by law or by statutes.

9.4 Any duty of care owed by Mi365 Ltd to the you, is owed to the you alone and no duty of care is owed to any third party and Mi365 Ltd does not assume any responsibility to any third party in respect of the performance of its duties to you.

10. 1 Neither Party may transfer, assign, charge or otherwise dispose of a contract for Services, or any rights or obligations arising under it, without the other's prior written consent.

11. 1 In the event of a dispute arising under these Terms and Conditions or the Schedule(s), the Parties agree to use their reasonable endeavours to resolve any dispute in good faith.

11. 2 Neither Party shall commence any court proceedings in relation to any dispute until it has attempted to settle the dispute amicably and in accordance with this clause.

12. 1 These Terms and Conditions does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.

12. 2 Neither Party shall have, nor represent that it has, any authority to make or enter into any commitments on the other’s behalf or otherwise bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).

13.1 Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

13.2 Any right or remedy expressly included in any provision of these Terms and Conditions (or the exercise of them) shall not be considered as limiting a Party’s rights or remedies under any other provision of these Terms and Conditions (or the exercise of them).

14.1 If any provision, or part of a provision, of these Terms and Conditions is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of these Terms and Conditions, which shall remain in full force and effect.

15.1 Any dispute arising from or any part of these Terms and Conditions, shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

15.2 If any part of these Terms and Conditions is held to be invalid or unenforceable, the remaining terms shall continue in full force and effect.