We are Netarcs Ltd, company number: 04614488 with registered offices located at C/O Mericrest, 8-10 Pembroke Building Cumberland Park Scrubs Lane, London, NW10 6RE, the creators of the ‘Happimate’ (referred to below as the ‘App’, ‘Happimate’, ‘we’, ‘us’, or ‘our’).
By downloading the App, you are agreeing to the Terms of this agreement which are legally binding. Please read it together with our privacy policy, available at https://www.happimate.com/policies/Privacy_Policy_v1.html, and our Generative AI Policy available at https://www.happimate.com/policies/Generative_AI_Use_Policy_v1.html before you download and use the App.
If you do not agree to these Terms, we will not allow you to use the App and you should not download it.
In this agreement:
YOUR KEY INFORMATION
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after making an online order, in some cases, you can change your mind and get a full refund. If you sign up for a Subscription for the App within this time, you waive the right to cancel and receive a full refund within the 14 day period.
The Consumer Rights Act 2015 (applicable in the United Kingdom) requires that the App is as described, fit for purpose and of satisfactory quality and so nothing in these Terms affects statutory rights.
This is a summary of some of your key rights in the United Kingdom. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
The information above summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
If you have any questions about this agreement, please contact us at info@happimate.com or by using the contact functionality available through our Website or the App.
(a) These Terms form an agreement made between you and us and:
(i) Apple is not a party to this agreement and has no responsibility for the App or its content; and
(ii) Google is not a party to this agreement and has no liability under it.
(b) We license you to download and use the App:
(i) For iOS users, onto any Apple-branded product, and to use it once you have downloaded it, provided you follow all of the rules described in this agreement and the App Store Rules
(ii) For Google Play Store users, to use the App provided you follow all of the rules described in this agreement and also Google’s rules.
(c) The licence:
(i) is only for your personal, non-business use and, where permitted by the App Store Rules or Google’s Rules (as applicable), for use by anyone else who has access to your Apple or Google account;
(ii) starts when you download the App; and
(iii) covers content, materials, or services accessible from, or purchased in, the App, including our support resources. It also covers updates to the App unless those updates come with separate terms, in which case we will give you an opportunity to review and accept them.
(e) You must comply with the App Store Rules and Google’s Rules (as applicable) as well as these Terms but, if there is any conflict between them, you should follow the App Store Rules or Google’s Rules rather than the equivalent rule here.
(f) You do not own the App or any of its contents, but you may use it on devices that you own or control, as permitted by these Terms and by the App Store Rules or Google’s Rules (as applicable).
(g) If you sell or give away the device on which you have downloaded the App, you must first remove the App from the device.
(h) You are not allowed to:
(i) modify the App’s code in any way, including inserting new code, either directly or through the use of another App or piece of software;
(ii) deliberately attempt to avoid or manipulate any security features included in the App; or
(iii) pretend that the App is your own or make it available for others to download or use (including by way of copying the code of the App and creating an independent version).
(a) The App is intended only for users who are 13 years of age or older and who have not previously been suspended or prohibited from using the App.
(b) By using the App, you represent and warrant that:
(i) you are at least 18 years old and are using the App for your own personal use; or
(ii) you are between 13 and 17 years old and have the consent of your parent or legal guardian to use the App; or
(iii) you are a parent or legal guardian consenting to the use of the App by a person aged between 13 and 17 years old.
(c) If you are under 13 years old, you must not access or use the App.
(d) If you are between 13 and 17 years old and do not have the consent of your parent or legal guardian, you must not access or use the App.
(a) (Accounts) To use the App, you are required to sign-up, register and receive an account through the App (an Account).
(b) (Provide Information) As part of the Account registration process, you may be required to provide personal information and details, such as your email address, first and last name, password, and other information as determined by us from time to time.
(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user and provide you with an Account.
(e) (Security) Your Account Information must be kept secure, and you must not allow others to access the App via your Account. You are solely responsible for keeping your Account secure.
(a) You acknowledge and agree that all billing and transaction processes, together with the Subscription Fees, are handled by the App Store provider from whose platform you downloaded the App and are governed by that provider’s terms and conditions or end user licence agreement. If you have any payment-related issues with in-app purchases, you must contact the relevant App Store provider directly.
(a) You may be offered a Promotional Offer in connection with a Subscription, such as a trial period or an initial discount (Promotional Offer). Additional Terms specific to each Promotional Offer will be as described in the particular offer (Offer Terms).
(b) You may cancel your Subscription at any time during the Promotional Offer period through the relevant App Store provider, but unless required by applicable law, no refund will be payable for any unused part of the Promotional Offer or Subscription period.
(c) You must meet all eligibility requirements stated in these Terms and the Offer Terms to enrol in a Promotional Offer. Unless stated otherwise in the Offer Terms, Promotional Offers are only for new customers who have not previously subscribed to Happimate or enrolled in a Promotional Offer.
(d) Happimate reserves the right, in its discretion, to determine your Promotional Offer eligibility, and to modify or cancel a Promotional Offer at any time. Promotional Offers may only be claimed through the App by any advertised expiration date.
(a) Your Subscription will commence on the date you subscribe and continues for the Subscription Period specified on your Subscription order and any Renewal Periods applicable, unless terminated earlier in accordance with clause 16.
(b) Upon expiration of the Subscription Period, your Subscription will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
(a) You must cancel your Recurring Subscription at least 24 hours before the end of your current Renewal Period to avoid being charged for the next Subscription period (Renewal Date).
(b) You must cancel the renewal directly with the App Store Provider from whose Platform you downloaded the App. If you cancel, you are not entitled to a refund for the fees you already paid, but, subject to these Terms, you will continue to receive access to Happimate until the end of your current Subscription period.
You acknowledge and agree that:
(a) any information, content, outputs, suggestions, or materials provided through the App are general in nature, may not be suitable for your personal circumstances, and do not constitute medical, health, legal, financial, or other professional advice;
(b) the App is designed to provide access to AI-powered conversational features, personalised content generation tools, including meditation and sleep story creation features, and related digital content for general informational, relaxation, creative, and personal use only;
(c) we make no warranties or representations as to the accuracy, completeness, reliability, suitability, availability, or usefulness of the App, its content, or any output generated through it;
(d) the App is not monitored in real time and cannot respond to emergencies or urgent situations; and
(e) it is your responsibility to evaluate any content or output generated through the App before relying on or acting upon it, and to comply with all applicable laws.
(a) You understand that Happimate incorporates artificial intelligence technology in certain features of the App, including conversational features and AI-powered content generation tools.
(b) These AI features may be used to generate responses, suggestions, guided content, meditation sessions, sleep stories, and other personalised outputs based on user inputs.
(c) You acknowledge that AI is an evolving technology and that AI-generated outputs may be inaccurate, incomplete, irrelevant, unsuitable, or unexpected.
(d) You must not rely on AI-generated content as professional advice of any kind.
(e) By using the App, you acknowledge and agree that:
(i) AI-generated outputs are produced automatically based on patterns and inputs and may not always be correct or appropriate;
(ii) your inputs, interactions, and generated outputs may be processed to provide, maintain, personalise, and improve the App and its features in accordance with our Privacy Policy and Generative AI Use Policy;
(iii) the App’s AI features are not monitored by humans in real time and cannot detect or respond to emergencies as they occur;
(iv) you are solely responsible for reviewing and deciding how to use any AI-generated output; and
(v) your use of AI-powered features is at your own discretion and risk.
(f) You agree to notify Happimate promptly if you identify any error, inappropriate output, or safety concern arising from the App’s AI features.
(g) To the maximum extent permitted by law, and subject to clause 13, we are not liable for any loss or damage arising from or in connection with your reliance on AI-generated content or outputs provided through the App.
(h) For further details about our use of AI, please refer to our Generative AI Use Policy, available at: https://www.happimate.com/policies/Generative_AI_Use_Policy_v1.html.
(a) We are responsible for customer service in relation to the App and can help you if you are having any issues.
(b) For iOS user, you acknowledge that Apple has no obligation whatsoever to provide any support or maintenance services in relation to the App. Refunds may be available to you in a range of circumstances. See Apple’s refund policies for more information.
(c) For Google users, you acknowledge that Google has no obligation to provide any support or maintenance services in relation to the App. Refunds may be available to you in a range of circumstances. See Google’s refund policies for more information.
(d) If you need to get in touch with us, you can use the ‘contact us’ functionality provided in the app.
(e) If we need to get in touch with you, we will do so by the email connected to your account.
Protecting your personal information is important to us. Our Privacy Policy, which is available at https://www.happimate.com/policies/Privacy_Policy_v1.html, explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to it and how to contact us and supervisory authorities if you have a query or complaint.
We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide software updates, product support, and other services related to the App. We may also use this information, as long as it is in a form that does not personally identify you, to improve products or to offer new services or technologies to you.
(a) The intellectual property rights in the App and in any text, images, video, audio or other multimedia content, software or other information or material submitted to or accessible from the App (the ‘Content’) are owned by us and our licensors.
(b) We and our licensors reserve all our intellectual property rights (including, but not limited to, all copyright, patents, trademarks, service marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world. This means, for example, that we remain owners or licensors of them and are free to use them as we see fit.
(c) Nothing in these Terms grants you any legal rights in the App or the Content other than as necessary for you to access and use them. You agree not to alter, attempt to circumvent, or delete any notices contained in the App or the Content, including any intellectual property notices and any digital rights or other security technology embedded or contained within the App or the Content.
(d) Trademarks: “Happimate” and any associated logos, names, graphics, and branding used in the App are the trade marks or branding assets of Netarcs Ltd or its licensors. Other trade marks and trade names may also be used in the App or the Content. You must not use any such trade marks without our prior written consent.
(a) You must not use the App to do any of the following things:
(i) break the law or encourage any unlawful activity;
(ii) infringe our or anyone else’s intellectual property rights (for example, by using or uploading someone else’s content);
(iii) transmit any harmful software code such as viruses;
(iv) try to gain unauthorised access to computers, data, systems, accounts or networks; or
(v) deliberately disrupt the operation of anyone’s mobile application, server or business.
(a) We may update the App from time to time for reasons that include fixing bugs or enhancing functionality. We might also change or remove functionality but if we do that, we will ensure that the App still meets the description of it that was provided to you at the time you downloaded the App.
(b) Updates will either download automatically or you may need to trigger them yourself, depending on your device, its settings and the App store.
(c) We strongly suggest that you download all updates as soon as they become available. Depending on the nature of the update, the App may not work properly (or at all), or you may be exposed to security vulnerabilities, if you do not keep the App updated to the latest version that we make available.
(a) We may need to revise these Terms from time to time to reflect changes in the App’s functionality, to deal with a security threat or if there is a change in the law or guidance.
(b) You will be asked to agree to any material changes in advance by an in-App notification, usually when you download an update. If you do not accept the changes, you will not be able to use the App. Google users may be able to request a refund in these circumstances.
(c) We may make changes to your Recurring Subscription, including price changes. We will communicate material changes to your Recurring Subscription, including any changes to the price, at least 30 days in advance to the email address associated with your account. If you do not agree to those changes, you can cancel Subscription as described in clause 3.4. We will not make price changes that become effective during the middle of a Recurring Subscription period.
(a) Nothing in these Terms excludes or limits our liability for:
(i) death or personal injury caused by our negligence;
(ii) fraud or fraudulent misrepresentation; or
(iii) any other liability that cannot be excluded or limited under applicable law.
(b) Subject to clause 13(a), and to the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential, or unforeseeable loss, or for any loss of profit, revenue, business, opportunity, goodwill, data, or anticipated savings arising out of or in connection with the App, these Terms, or your use of the App.
(c) Subject to clause 13(a), and to the extent permitted by law, our total aggregate liability arising out of or in connection with these Terms or the App, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed the total Subscription Fees paid by you to us in the 3 months immediately preceding the event giving rise to the claim.
(d) If the App fails to meet the standards required by applicable law, and where required by the App Store Rules, your remedy may include a refund from the relevant App store provider where applicable. Apple and Google have no other responsibility or obligation in relation to the App except as required under their applicable rules.
The App relies on a number of things working properly to enable you to enjoy all of its features. Many of these, such as your internet connection, your device and the App Store or Google Play (as applicable), are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you if you are unable to use all or any part of the App due to a poor internet connection, faulty components in your device (such as a faulty GPS signal, failures or interruptions affecting third-party APIs, hosting providers, App store services, or other suppliers used in connection with the App), App Store failure or failure of Google Play to function properly (as applicable) or anything else that it would not be reasonable to expect us to control.
(a) We may suspend your access to the App temporarily if we reasonably believe that:
(i) you are breaching these Terms or misusing the App;
(ii) you are engaging in abusive, threatening, harassing or otherwise inappropriate behaviour towards us, other users, or through the App;
(iii) your use of the App poses a safety, legal, operational, or reputational risk to us, other users, or third parties; or
(iv) you are attempting to misuse, manipulate, exploit, or jailbreak any part of the App or its AI features, including to generate harmful, offensive, illegal, or otherwise prohibited content.
(b) Where reasonable, we will notify you of the reason for suspension and may restore access if the issue is resolved. Serious or repeated breaches may result in termination under clause 16.
(a) We can end these Terms and our agreement with you if you do not comply with any part of them.
(b) We will give you a reasonable amount of notice before the Terms and our agreement with you ends but if what you have done is serious then we may end our agreement with you immediately and without advance notice to you. ‘Serious’ means that you are interfering with the operation of the App or doing anything else that we think presents a big enough risk to justify us ending our agreement with you quickly.
(c) The consequences of our agreement with you ending are as follows:
(i) you are no longer allowed to use the App and we may remotely limit your access to it;
(ii) you must delete it from any devices that it has been installed on;
(iii) we may delete or suspend access to any accounts that you hold with us; and
(iv) you are not entitled to a refund to the extent you paid for the App of any of its features.
No one other than us or you has any right to enforce these Terms, except that, in the case of iOS users, Apple and Apple’s subsidiary companies are third party beneficiaries of these Terms and this agreement. This means that if you breach any of these Terms, Apple has the right to enforce them and to take action against you directly, with or without our involvement.
(a) We may transfer our rights under these Terms to another business without your consent, but we will notify you of the transfer and make sure that you are not adversely affected as a result.
(b) You are not allowed to transfer your rights under these Terms to anyone without our prior written consent.
(a) The laws of England and Wales apply to this agreement, although if you are resident elsewhere acting in a non-professional capacity, you will retain the benefit of any mandatory protections given to you by the laws of the country in which you live.
(b) Any disputes will be subject to the non-exclusive jurisdiction of the English courts. This means that you can choose whether to bring a claim in the courts of England or in the courts of another part of the UK in which you live.