HOLIDITY TERMS OF SERVICE

Neuron Wellness Limited, trading as Holidity

Last updated: 01 July 2026

OVERVIEW

These Terms of Service ("Terms") govern access to and use of Holidity’s WhatsApp-based habit-coaching platform and related services (the "Services"), provided by Neuron Wellness Limited, trading as Holidity ("Holidity", "we", "us", "our"), a company registered in England and Wales (company number 12153935), registered office at Tramshed Tech, Unit D, Pendyris Street, Cardiff, CF11 6BH.

The Services are provided to organisations ("Customer", "you") who purchase access for their employees, contractors, members or other authorised individuals ("Participants") to take part in a behaviour-change coaching programme delivered primarily via WhatsApp. Where a Customer has signed a separate Order Form, Statement of Work or Master Services Agreement with Holidity, that document forms part of these Terms and takes precedence in the event of any conflict.

By signing an Order Form, accessing the Holidity platform, or instructing Holidity to onboard Participants, the Customer agrees to be bound by these Terms and Holidity’s Privacy Policy and Data Processing Agreement (each referenced below). If the Customer does not agree to these Terms, it should not access or use the Services.

SECTION 1 – DEFINITIONS

●      "Order Form" means the document (including any online sign-up) specifying the Services purchased, pricing, number of Participants, and programme term.

●      "Participant" means an individual employee or member of the Customer enrolled by the Customer to receive coaching via the Services.

●      "Participant Data" means personal data relating to Participants that is processed by Holidity in the course of providing the Services, including WhatsApp message content, check-in responses, and engagement metrics.

●      "Authorised Users" means individuals designated by the Customer to administer the Customer’s account (e.g. HR, People or Wellbeing team members).

SECTION 2 – ACCESS AND ACCOUNTS

Access to the Services is granted to the Customer for use by its Authorised Users and Participants, subject to these Terms and the applicable Order Form. The Customer is responsible for ensuring that individuals it enrols as Participants have consented to take part in the programme and to receive WhatsApp messages from Holidity, in accordance with applicable data protection law.

The Customer represents that the information it provides to Holidity (including company details, billing information, and Participant contact details) is accurate, current and complete, and that it has all rights necessary to provide Participant Data to Holidity for the purposes of delivering the Services.

The Customer is responsible for maintaining the security of any account credentials issued to its Authorised Users and for all activity conducted under its account. Access credentials must not be shared, sold, or transferred to any third party without Holidity’s prior written consent.

SECTION 3 – THE SERVICES

Holidity provides a digital coaching platform that delivers brief, structured daily or periodic check-ins to Participants via WhatsApp, supported by human coaches. The specific features, coaching cadence, and reporting included in the Services will be set out in the applicable Order Form.

Holidity has made reasonable efforts to describe the Services and their expected outcomes accurately based on its research and pilot data. However, individual behaviour-change outcomes vary and are influenced by factors outside Holidity’s control, including Participant engagement. Holidity does not guarantee specific health, wellbeing, or performance outcomes for any individual Participant.

Important: The Services are a workplace wellbeing and habit-coaching tool. They are not a substitute for professional medical, psychological, or clinical advice, diagnosis, or treatment, and are not intended to treat any medical condition. Participants experiencing a health concern should be directed to seek advice from a qualified healthcare professional. Holidity may update the content, features, or format of the Services from time to time to improve the coaching experience, provided this does not materially reduce the Services purchased under an active Order Form.

SECTION 4 – SUBSCRIPTION TERM AND ONBOARDING

Each Order Form will specify the programme start date, initial term, number of Participant places, and any renewal terms. Unless otherwise agreed in writing, Holidity will begin onboarding Participants within a reasonable period following receipt of a signed Order Form and any required Participant contact information from the Customer.

Holidity reserves the right to decline to onboard, or to pause and later resume onboarding of, a Participant where Holidity reasonably believes doing so is necessary for legal, safeguarding, or platform-integrity reasons, and will notify the Customer’s Authorised Users where this occurs.

SECTION 5 – FEES AND PAYMENT

Fees for the Services are as set out in the applicable Order Form and are exclusive of VAT and any other applicable taxes unless stated otherwise. Unless otherwise agreed, Holidity will invoice the Customer in accordance with the payment schedule in the Order Form, and invoices are payable within 30 days of the invoice date.

Fees are based on the number of Participant places purchased and are not refundable for Participants who do not engage with the programme, save as expressly agreed in an Order Form. Holidity may suspend access to the Services if invoices remain unpaid more than 14 days after their due date, having given the Customer prior written notice.

Pricing may be revised for subsequent renewal terms on reasonable written notice; any change will not apply retrospectively to a then-current term.

SECTION 6 – SERVICE AVAILABILITY AND CHANGES

Holidity will use reasonable commercial efforts to make the Services available, but does not guarantee uninterrupted or error-free operation. The Services rely in part on third-party infrastructure, including the WhatsApp Business Platform operated by Meta, and Holidity is not responsible for outages, policy changes, or message delivery issues caused by that or any other third-party platform outside Holidity’s reasonable control.

Holidity will provide reasonable advance notice of any planned maintenance likely to materially affect the Services, where practicable.

SECTION 7 – INTELLECTUAL PROPERTY

The Services, including all software, coaching methodology, content, check-in scripts, reporting dashboards, trademarks (including the Holidity names and logos), and the design, selection and arrangement of the foregoing, are owned by Holidity, its affiliates, or its licensors, and are protected by applicable intellectual property laws.

These Terms grant the Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable subscription term, solely for the Customer’s internal business purposes. The Customer must not reproduce, reverse-engineer, resell, sublicense, or create derivative works based on the Services without Holidity’s prior written consent. All rights not expressly granted are reserved by Holidity.

Nothing in these Terms transfers ownership of any Customer trademarks, logos or branding that the Customer provides to Holidity for the purpose of co-branded programme materials; the Customer grants Holidity a limited licence to use such materials solely to deliver and market the Services to that Customer’s Participants.

SECTION 8 – CUSTOMER DATA AND DATA PROTECTION

Holidity processes Participant Data as a data processor (or, where applicable, joint/independent controller as described in the Data Processing Agreement) on behalf of the Customer, in accordance with Holidity’s Privacy Policy and Data Processing Agreement, and applicable data protection law, including UK GDPR and the Data Protection Act 2018.

The Customer is responsible for ensuring it has a lawful basis to share Participant Data with Holidity and, where required, for providing Participants with appropriate privacy notices regarding Holidity’s processing of their data. Holidity will implement appropriate technical and organisational measures to protect Participant Data and will not use Participant Data for purposes other than providing, improving, and reporting on the Services, except as otherwise agreed or required by law.

Aggregated or anonymised data derived from the Services (which does not identify any individual Participant) may be used by Holidity for research, benchmarking, and product development purposes, including in materials shared with investors or prospective customers.

SECTION 9 – CONFIDENTIALITY

Each party agrees to keep confidential, and not to disclose to any third party, any non-public business, technical, or commercial information disclosed by the other party in connection with these Terms, except to the extent such information: (a) is or becomes publicly available through no fault of the receiving party; (b) was already lawfully known to the receiving party; or (c) must be disclosed by law or regulation. This obligation survives termination of these Terms for a period of three years.

SECTION 10 – THIRD-PARTY LINKS AND INTEGRATIONS

The Services may reference, link to, or integrate with third-party platforms (such as the WhatsApp Business Platform or calendar and HR integrations the Customer chooses to connect). Holidity does not control and is not responsible for the content, availability, or practices of third-party platforms, and use of any such integration is subject to that third party’s own terms.

SECTION 11 – FEEDBACK

If the Customer or a Participant submits ideas, suggestions, or feedback about the Services, Holidity may use such feedback without restriction or compensation to improve or develop the Services, provided this does not disclose the identity of the individual who provided it without consent.

SECTION 12 – ERRORS, INACCURACIES AND OMISSIONS

Holidity takes reasonable steps to ensure that coaching content, reporting, and platform information are accurate, but occasional errors, inaccuracies or omissions may occur. Holidity reserves the right to correct these at any time, and to update coaching content or reported metrics where an error is identified, without liability for the correction itself.

SECTION 13 – ACCEPTABLE USE

The Customer and its Authorised Users must not use the Services to: (a) violate any applicable law or regulation; (b) infringe Holidity’s or any third party’s intellectual property rights; (c) harass, abuse, or harm any Holidity employee, coach, or Participant; (d) transmit false or misleading information; (e) send spam or unsolicited communications through the platform; (f) attempt to reverse-engineer, scrape, or extract the underlying coaching methodology or software; or (g) interfere with or attempt to bypass the security of the Services.

Holidity reserves the right to suspend or terminate access for the Customer, an Authorised User, or a Participant who breaches this section, having given reasonable notice and opportunity to remedy where the breach is capable of remedy.

SECTION 14 – AUTOMATED TOOLS AND AI

The Services may incorporate AI-assisted functionality to help deliver check-ins and support. Any automated tool, bot, or AI agent used by the Customer to interact with the Services must not misrepresent itself as a human Participant or attempt to circumvent Holidity’s safeguarding or security measures.

SECTION 15 – TERM AND TERMINATION

These Terms apply for the duration of the Customer’s subscription as set out in the applicable Order Form, and any renewal period, unless terminated earlier in accordance with this section.

Either party may terminate an Order Form for material breach by the other party if the breach is not remedied within 30 days of written notice. Holidity may suspend or terminate access immediately in cases of non-payment (per Section 5), suspected fraud, or a safeguarding concern regarding a Participant.

On termination, the Customer’s and Participants’ access to the Services will end, and Holidity will handle any residual Participant Data in accordance with the Data Processing Agreement. Sections relating to Intellectual Property, Confidentiality, Data Protection, Fees accrued prior to termination, Disclaimer of Warranties, Limitation of Liability, and Governing Law survive termination.

SECTION 16 – DISCLAIMER OF WARRANTIES

Except as expressly stated in these Terms or an Order Form, the Services are provided "as is" and "as available", without warranties or conditions of any kind, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, or non-infringement. Holidity does not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that they will achieve any particular behaviour-change outcome for any individual Participant.

SECTION 17 – LIMITATION OF LIABILITY

To the fullest extent permitted by law, neither party excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be excluded or limited.

Subject to the above, Holidity’s total aggregate liability arising out of or in connection with these Terms or an Order Form, whether in contract, tort (including negligence) or otherwise, shall not exceed the total fees paid by the Customer to Holidity in the 12 months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, special, or consequential loss, including loss of profits, revenue, or goodwill, arising out of or in connection with these Terms.

SECTION 18 – INDEMNIFICATION

The Customer agrees to indemnify Holidity against any losses, damages, liabilities or reasonable costs arising from: (a) the Customer’s breach of these Terms; (b) the Customer’s violation of applicable law, including data protection law, in connection with its use of the Services; or (c) any claim brought by a Participant arising from the Customer’s failure to obtain necessary consents for that Participant’s enrolment.

SECTION 19 – SEVERABILITY

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

SECTION 20 – WAIVER; ENTIRE AGREEMENT

A failure by either party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. These Terms, together with any applicable Order Form, Data Processing Agreement, and Privacy Policy, constitute the entire agreement between the Customer and Holidity regarding the Services, superseding any prior agreements or communications on the same subject matter.

SECTION 21 – ASSIGNMENT

The Customer may not assign or transfer its rights or obligations under these Terms without Holidity’s prior written consent. Holidity may assign or transfer these Terms in connection with a merger, acquisition, or sale of assets, provided the assignee agrees to be bound by these Terms.

SECTION 22 – GOVERNING LAW

These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

SECTION 23 – HEADINGS

The section headings used in these Terms are for convenience only and do not affect their interpretation.

SECTION 24 – CHANGES TO THESE TERMS

Holidity may update these Terms from time to time by posting the revised version on its website. Material changes affecting an active Order Form will be notified to the Customer’s Authorised Users in advance, and continued use of the Services following such notice constitutes acceptance of the revised Terms.

SECTION 25 – CONTACT INFORMATION

Questions about these Terms should be sent to habits@holidity.com.

Neuron Wellness Limited, trading as Holidity

Registered office: Tramshed Tech, Unit D, Pendyris Street, Cardiff, CF11 6BH

Company number: 12153935