Terms and Conditions
Website and Workforce Health Intelligence Platform
11 September 2026
11 September 2026
1.0
Purpose and important notice
These Terms and Conditions govern access to and use of the H360 WHIP website, workforce health intelligence platform, screening tools, dashboards, reports, support services and related functionality. They create a binding agreement between H360 WHIP and each person or organisation that accesses or uses the Services.
Please read sections 5, 6, 25, 26, 27, 28 and 35 carefully. They contain health-service limitations, warranties, exclusions of liability, indemnities and dispute provisions that may affect legal rights. Nothing in these Terms excludes or restricts a right or remedy that applicable law does not permit the parties to exclude or restrict.
The Services provide screening information and workforce-level insights. They are not an emergency service and do not replace medical advice, diagnosis, treatment, occupational-health evaluation or the independent judgment of a qualified healthcare professional.
How these Terms apply
Employer customer
The organisation buying or arranging access is bound by these Terms, its Order Form and any signed service schedule or data-processing agreement.
Administrator
A person managing an account acts for the customer and must use administrative access only for authorised business purposes.
Participant
An employee or other individual using a screening or report feature is bound by the user-facing provisions and retains all non-waivable legal rights.
Website visitor
A visitor is bound by the provisions relevant to browsing, enquiries, content, intellectual property and acceptable use.
1. Acceptance of these Terms
A person accepts these Terms by clicking an acceptance control, creating or using an account, completing a screening, submitting information through the website, accessing a report or dashboard, or otherwise using the Services after being given a reasonable opportunity to review them. If a person does not agree, that person must not access or use the Services.
A person accepting these Terms for an organisation represents and warrants that the person has authority to bind that organisation. In that case, “Customer” includes that organisation. If authority is absent, the person is responsible for any unauthorised representation and must stop using organisational access credentials.
2. Contracting party and contact details
“H360 WHIP”, “H360”, “we”, “us” and “our” mean the legal entity identified as the supplier in the applicable Order Form, invoice or signed customer agreement and trading as H360 WHIP. If no separate commercial document identifies the supplier, these references mean the operator of the Services available through https://h360whip.com/.
Our principal contact address is The Pivot, Montecasino, Fourways, Sandton, 2055, South Africa. General enquiries may be sent to info@h360whip.com or directed to +27 (0) 10 085 0058. A Customer must ensure that its legal name, billing details and authorised contact information in an Order Form are complete and accurate.
The supplier’s full registered name, legal status, registration number, place of registration, directors or office-bearers, VAT number where applicable, and any other disclosure required for an electronic transaction must appear in the relevant Order Form, checkout page, invoice or corporate legal notice. Those disclosed particulars are incorporated into these Terms. If required particulars are missing, a Customer should contact H360 before completing a paid transaction.
3. Contract documents and order of precedence
These Terms operate with the Privacy Policy and any accepted Order Form, proposal, statement of work, service schedule, acceptable-use rules, business associate agreement or data-processing agreement. If documents conflict, the following order applies unless a signed document expressly states otherwise:
- a business associate agreement, data-processing agreement or mandatory statutory term, but only for its regulated subject matter;
- a signed master services agreement or service schedule;
- an accepted Order Form or statement of work;
- these Terms; and
- the Privacy Policy and other incorporated policies.
A purchase order or procurement portal term supplied by a Customer is for administrative convenience only and does not amend the agreement unless H360 expressly accepts that amendment in a document signed by an authorised representative.
4. Definitions
In these Terms, the following expressions have the meanings below. A singular expression includes the plural where the context permits.
- “Account” means credentials and permissions used to access any restricted part of the Services.
- “Administrator” means a person authorised by a Customer to configure the Services, manage users or access a dashboard.
- “Aggregated Data” means information combined or transformed so that it does not identify and cannot reasonably be linked to an individual using means reasonably likely to be used.
- “Customer” means an employer, reseller, partner or other organisation that orders, pays for, sponsors or administers access to the Services.
- “Customer Data” means information, materials or instructions submitted to the Services by or for a Customer, excluding H360 technology, documentation, Aggregated Data and platform-generated system data that does not identify a person.
- “Participant” means an employee, contractor or other individual invited or permitted to use a screening, questionnaire, referral or report feature.
- “Services” means the H360 WHIP website, platform, screening questionnaires, algorithms, dashboards, analytics, reports, interfaces, documentation, support and related services made available by H360.
- “Subscription Term” means the period stated in an Order Form or, if none is stated, the period for which access has been paid and activated.
5. Nature and scope of the Services
The Services may enable Customers and Participants to complete health-related questionnaires, receive informational screening outputs or referral guidance, view workforce-level health indicators, compare organisational units, monitor trends and use other configured features. Available functions may differ by plan, territory, device, Customer configuration and implementation stage.
Screening outputs are based on the information supplied, the questions presented and the logic configured at the time. An output is an indicator or informational assessment, not a confirmed finding of disease, fitness, incapacity, disability, employability, safety risk or prognosis. Incomplete, inaccurate or misunderstood information may affect an output.
Unless H360 expressly confirms otherwise in a signed agreement and has obtained every approval legally required for the stated purpose, the Services are not represented as a regulated medical device, clinical decision system or substitute for professional medical judgment. A Customer must not describe or deploy the Services more broadly than H360’s approved documentation permits.
6. Medical and emergency limitations
THE SERVICES DO NOT PROVIDE EMERGENCY ASSISTANCE. A person who believes that they or another person may face an urgent medical or mental-health emergency must contact the appropriate local emergency service, crisis service or qualified healthcare professional without waiting for a platform response.
H360 does not practise medicine through the Services and does not establish a doctor-patient, therapist-patient or other professional healthcare relationship merely because a person uses a questionnaire, receives an output or follows a referral link. No person should start, stop or change medication, treatment, work restrictions or emergency action solely because of information displayed by the Services.
A referral, provider listing, map result or external resource is supplied for convenience. H360 does not guarantee the availability, licensing, competence, pricing, response time or outcome of an independent healthcare provider or emergency service. The user remains responsible for deciding whether and when to seek professional assistance.
7. Eligibility and permitted users
A user must have legal capacity to accept these Terms and must use the Services only where lawful. The Services are intended for adults aged 18 or older unless H360 and the relevant Customer have expressly configured a programme for younger users with the notices, permissions and safeguards required by law. A parent, guardian or employer may not bypass an age or consent requirement.
A Customer must invite only eligible users within the quantities, locations and categories stated in its Order Form. Access rights are personal and may not be sold, shared or transferred except through an authorised reassignment function or with H360’s written approval.
8. Customer responsibilities
Each Customer is responsible for its implementation and use of the Services. Without limiting that responsibility, the Customer must:
- provide accurate organisational, billing and authorised-user information;
- establish a lawful basis for inviting Participants and provide all workplace, health, labour and privacy notices required in each applicable jurisdiction;
- ensure that participation is voluntary where consent or voluntariness is required and prevent retaliation against a person who declines, withdraws or exercises a legal right;
- limit administrative access to trained personnel with a legitimate need and promptly revoke access when a role changes or employment ends;
- configure departments, branches, thresholds and reports in a manner that avoids unlawful discrimination, surveillance, profiling or re-identification;
- use workforce insights for legitimate health, safety, wellness, planning or similar lawful purposes, and not as the sole basis for an adverse employment decision;
- maintain compatible devices, connectivity, endpoint security and internal controls; and
- comply with applicable employment, equality, occupational-health, medical, consumer, privacy and records laws.
A Customer is responsible for the acts and omissions of its Administrators and other authorised users. H360 may rely on instructions submitted through an authorised Account unless H360 knows or reasonably suspects that the instruction is unauthorised or unlawful.
9. Participant responsibilities
A Participant must answer questions honestly to the best of their knowledge, use only their own Account, review information before submitting it and keep any personal report secure. A Participant must not intentionally submit another person’s health information, impersonate another person or manipulate answers to obtain a predetermined output.
A Participant remains responsible for seeking appropriate medical or professional advice. If a Participant chooses to share a report with a healthcare provider or another recipient, the Participant must verify the recipient and understand that the recipient’s independent handling of the report may be governed by separate terms and privacy obligations.
10. Accounts and security
A user must protect passwords, authentication codes, devices and other credentials and must not permit unauthorised access. H360 may require multifactor authentication, password changes, identity verification or other proportionate security measures. A Customer must notify H360 promptly after discovering suspected compromise, unauthorised use or a material change in an Administrator’s authority.
H360 may treat activity performed through valid credentials as authorised until notified otherwise, but this does not limit duties imposed on H360 by applicable security or privacy law. H360 may disable sessions, reset credentials or restrict access where reasonably necessary to protect users, data, systems or the integrity of the Services.
11. Limited licence
Subject to payment of applicable fees and compliance with the agreement, H360 grants the Customer and its authorised users a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the Subscription Term to access and use the Services for the Customer’s internal business purposes and the Participant’s personal screening purposes.
No right is granted to obtain source code, make the Services available as a service bureau, commercialise an output independently, remove proprietary notices or use H360’s name, trade marks or branding except as expressly authorised. A reseller or white-label arrangement requires a separate signed agreement and is not created by these Terms alone.
12. Acceptable use
A user must not, and must not enable another person to:
- access or use the Services unlawfully, fraudulently or beyond granted permissions;
- probe, scan, bypass or defeat security, authentication, rate limits, access controls or privacy-preserving thresholds;
- reverse engineer, decompile, disassemble, scrape, copy, frame or systematically extract the Services, except to the limited extent a prohibition is unenforceable by law;
- upload malware, harmful code, unlawful content, infringing material or information the user is not authorised to disclose;
- use the Services to discriminate, harass, retaliate, make an unlawful employment decision or infer the identity or health status of a person from Aggregated Data;
- use an individual output as the sole basis for diagnosis, treatment, fitness-for-duty, insurance, credit, housing or another legally significant decision;
- conduct automated high-volume access, benchmarking for a competing service or model training without H360’s prior written permission;
- misrepresent an output, falsify a screening, conceal a material health emergency or claim that H360 guarantees a medical or business result; or
- infringe intellectual property, privacy, confidentiality or other rights.
H360 may investigate suspected misuse and preserve relevant records. H360 may report conduct to a Customer, affected person, regulator or law-enforcement authority where permitted or required by law, and may cooperate with a lawful process.
13. Privacy and data protection
H360 processes personal information as described in the H360 WHIP Privacy Policy and any applicable data-processing agreement. The Privacy Policy explains the categories of information processed, purposes, recipients, retention, cross-border transfers, security safeguards and individual rights under POPIA, the EU GDPR, UK GDPR and applicable United States privacy and consumer-health laws.
The parties’ privacy roles depend on the relevant processing. A Customer ordinarily determines the purposes and means of employee-related processing and acts as the responsible party or controller, while H360 acts as an operator or processor on documented instructions. H360 may act as an independent responsible party or controller for account administration, security, legal compliance, direct support and other purposes it determines and discloses.
A Customer must not require H360 to process personal information contrary to law. If H360 reasonably believes an instruction infringes applicable data-protection law, H360 may suspend the affected processing while the parties resolve the issue. A signed data-processing agreement controls over this section for the processing within its scope.
14. Confidentiality and health information
Each party receiving non-public business, technical, security or personal information from the other must use it only to perform or receive the Services, protect it with reasonable care and disclose it only to personnel and service providers who need it and are bound by suitable confidentiality duties. These obligations do not apply to information the recipient can show was lawfully public, already known without restriction, independently developed or lawfully received without a duty of confidence.
Unless an individual expressly authorises a disclosure, applicable law requires it or a separately disclosed lawful arrangement provides otherwise, employer Customers receive aggregated or de-identified workforce insights and do not receive a Participant’s questionnaire answers, suspected condition or personal screening report. A Customer must not attempt to circumvent aggregation thresholds or combine reports with other information to identify a Participant.
A recipient may disclose confidential information when legally compelled, but must give advance notice where lawful, disclose only what is required and reasonably assist the owner in seeking protective treatment. Confidentiality duties relating to trade secrets and identifiable health information survive for as long as the information remains protected by law or retains its confidential character.
15. Customer Data
As between the parties, the Customer retains its rights in Customer Data. The Customer grants H360 and its contracted service providers a non-exclusive right to host, copy, transmit, validate, organise, display, secure and otherwise process Customer Data only as necessary to provide, support and protect the Services, follow lawful instructions and meet legal obligations.
The Customer warrants that it has all rights, notices, permissions and lawful grounds necessary for Customer Data and H360’s authorised processing of it. H360 does not acquire ownership of identifiable Customer Data merely by processing it.
16. Aggregated Data and service improvement
H360 may generate and use Aggregated Data for benchmarking, population-level analysis, research, validation, security, service performance and improvement of screening logic, provided that the data is maintained in a form not intended to identify a person. H360 must not attempt to re-identify Aggregated Data except to test and strengthen de-identification or as required by law, and any such testing must be controlled and documented.
If an activity requires identifiable or reasonably re-identifiable information beyond the service purpose disclosed to the individual, H360 will establish a separate lawful basis, governance process and any consent, ethical review, contract or regulatory approval required before that activity begins.
17. Intellectual property
H360 and its licensors retain all rights, title and interest in the Services, including software, screening logic, question structures, algorithms, designs, workflows, taxonomies, dashboards, reports, documentation, databases, trade marks, logos, know-how and improvements. Except for the limited licence in section 11, no right transfers to a Customer or user.
A Customer may use reports lawfully generated for it during the Subscription Term for its internal purposes, subject to confidentiality, privacy and re-identification restrictions. Publication, resale, external benchmarking, removal of H360 notices or use of report content to build or train a competing product requires prior written approval unless applicable law grants a right that cannot be restricted.
If a user provides suggestions or feedback, the user grants H360 a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate that feedback without identifying the user or disclosing confidential information. This clause does not transfer ownership of Customer Data.
18. Third-party services and links
The Services may interoperate with payment processors, cloud providers, mapping services, communication tools, healthcare directories, identity providers or other third-party services. A third party’s separate terms and privacy practices govern its service. H360 is not responsible for a third party’s independent acts, availability, content, professional services or security, but remains responsible for its own legal duties when it appoints a processor or service provider.
A link, listing or integration does not constitute an endorsement or guarantee. H360 may change or discontinue an integration if the third party changes its service, terms, access or technical interface, or if continued integration creates a security, legal or operational risk.
19. Service availability and changes
H360 will use commercially reasonable efforts to provide the Services during the Subscription Term. Unless a signed service-level schedule states otherwise, access may be interrupted for maintenance, upgrades, security action, connectivity failures, third-party dependencies, force majeure or circumstances outside H360’s reasonable control. H360 does not warrant uninterrupted or error-free operation.
H360 may modify functionality to improve performance or security, comply with law, address clinical or technical risk, prevent misuse or reflect changes in third-party services. H360 will not materially reduce paid core functionality during a current Subscription Term without reasonable notice, except where immediate action is required for safety, security or legal compliance. If a material reduction substantially defeats the contracted purpose, the Customer may use any remedy stated in the Order Form or mandatory law.
Preview, beta, pilot or experimental functionality may be incomplete, changed or withdrawn and is provided for evaluation unless a signed document states otherwise. A Customer must not use such functionality for high-risk or legally significant decisions.
20. Support and implementation
Support channels, implementation assistance, response targets, training and service levels are those stated in the applicable plan, Order Form or service schedule. Estimates are targets, not guarantees, unless expressly designated as binding service levels with a stated remedy.
The Customer must provide timely access to authorised personnel, accurate implementation information and reasonable cooperation. H360 is not responsible for delay caused by missing approvals, inaccurate information, unsupported systems or the Customer’s failure to perform an agreed dependency.
21. Fees taxes and payment
Fees, currencies, billing frequency, included quantities and payment dates are stated in the Order Form or checkout process. Unless stated otherwise, fees are exclusive of value-added tax, sales tax, use tax, withholding and similar governmental charges. The Customer must pay applicable taxes other than taxes imposed on H360’s net income.
Undisputed invoices are payable by the stated due date. The Customer must raise a good-faith billing dispute promptly and provide enough information to investigate it. The undisputed portion remains payable. To the extent permitted by law, overdue amounts may accrue interest at the lower of the rate stated in the Order Form or the maximum lawful rate, and H360 may recover reasonable collection costs.
A payment provider may process card or bank information under its own terms. The Customer authorises recurring charges only where the checkout or Order Form clearly states that billing recurs and the Customer gives the consent required by applicable law. H360 will not add an undisclosed mandatory fee.
22. Trials pilots and promotions
A free trial, proof of concept, pilot, discount or promotional period is governed by the stated offer terms. H360 may limit eligibility, duration, features and usage and may end a trial for misuse. H360 will not convert a consumer trial into a paid recurring subscription without the disclosures and affirmative consent required by applicable law.
Data created during a trial may be deleted after the trial unless the Customer purchases a subscription or the parties agree otherwise. The Customer must export any permitted data before the stated trial end. A trial does not commit H360 to release a feature or enter a later agreement.
23. Subscription term renewal and cancellation
The Subscription Term, any minimum commitment and renewal mechanism are stated in the Order Form. If an Order Form provides for automatic renewal, H360 will disclose the renewal period, price or pricing method and cancellation process before acceptance and will provide any reminder required by applicable law. A Customer may prevent renewal by giving notice within the period stated in the Order Form.
Cancellation stops future renewal but does not ordinarily produce a refund for a period already supplied or committed, except where the agreement or mandatory law provides otherwise. H360 will provide a cancellation method that complies with the law governing the transaction. Termination for breach and statutory cooling-off rights are addressed separately below.
24. Suspension and termination
H360 may suspend affected access immediately where reasonably necessary to address a credible security threat, unlawful processing, prohibited use, risk of harm, failure to pay an undisputed overdue amount after notice, or a binding legal demand. H360 will limit a suspension to what is reasonably necessary and, where lawful and practicable, give notice and an opportunity to cure.
Either party may terminate a paid agreement for material breach if the breach is not cured within 30 days after written notice, or sooner if the breach cannot reasonably be cured. Either party may terminate immediately if the other becomes subject to liquidation, business rescue or an analogous insolvency process, subject to applicable insolvency law. H360 may terminate a free service or individual Account on reasonable notice, or immediately for serious misuse.
25. Effect of termination
When access ends, granted licences cease and the Customer must stop using restricted Services and H360 confidential material. Accrued payment duties and provisions intended by their nature to survive remain effective, including confidentiality, intellectual property, payment, disclaimers, liability limits, indemnities, dispute provisions and general terms.
H360 will make Customer Data available for export only to the extent and for the period stated in the Order Form, data-processing agreement or applicable law. Thereafter H360 may delete, return or de-identify it under its retention schedule, subject to legal holds, security records and controlled backup cycles. A Customer remains responsible for downloading permitted exports before the deadline.
26. Warranties and disclaimers
H360 warrants that it will provide paid Services with reasonable skill and care and will not knowingly introduce malicious code. The Customer’s exclusive remedy for breach of this warranty is re-performance of the affected Service or, if re-performance is not reasonably possible, termination of the affected part and a pro-rated refund of prepaid fees for the unused period, subject to any stronger remedy required by law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND ALL SCREENING OUTPUTS, FORECASTS, BENCHMARKS, REFERRALS AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”. H360 DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS AND RESULTS, EXCEPT TO THE EXTENT THAT A WARRANTY CANNOT LAWFULLY BE EXCLUDED.
H360 does not warrant that a screening will detect every condition, that an indicated risk confirms a condition, that a low-risk result excludes illness, that any prediction will occur, or that use of the Services will reduce absenteeism, presenteeism, turnover, costs, incidents or legal exposure. No sales statement, demonstration, case study or website content creates a warranty unless included as an express commitment in a signed agreement.
27. Limitation of liability
NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, WILFUL MISCONDUCT, GROSS NEGLIGENCE, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE WHERE SUCH LIABILITY CANNOT BE EXCLUDED, BREACH OF A NON-WAIVABLE STATUTORY DUTY, OR ANY OTHER LIABILITY THAT APPLICABLE LAW PROHIBITS THE PARTIES FROM LIMITING.
Subject to the preceding paragraph and to the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, opportunity or data, arising from the agreement, even if advised that the loss was possible. This exclusion does not apply to an amount payable to a third party under an indemnity to the extent that indemnity is enforceable.
Subject to the first paragraph of this section, each party’s total aggregate liability arising from or relating to the Services during any rolling 12-month period is limited to the fees paid or payable for the affected Services during the 12 months immediately before the event giving rise to liability. If the affected Service was supplied without charge, H360’s aggregate liability is limited to the greater of ZAR 1,000 or the minimum amount required by applicable law.
The limitations apply regardless of the form of action, including contract, delict or tort, statutory duty, restitution and negligence, and apply collectively to H360, its affiliates, licensors, suppliers and personnel. The parties agree that fees reflect this allocation of risk. A signed agreement may set a different cap for confidentiality, data protection, indemnity or another stated category.
For a commercial Customer, payment obligations, charges for use beyond the purchased entitlement, and liability arising from the Customer’s unauthorised use of H360 intellectual property, deliberate re-identification of a Participant, fraud or wilful misconduct are not reduced by the monetary cap in this section. This paragraph applies to a consumer only to the extent permitted by mandatory consumer law.
28. Indemnities
To the extent permitted by law, the Customer will defend, indemnify and hold harmless H360 and its personnel from a third-party claim, regulatory demand, loss, penalty, damage or reasonable cost arising from the Customer’s unlawful instructions, Customer Data, breach of sections 8 or 12, unauthorised employment use, attempt to re-identify a Participant, or infringement caused by material supplied by the Customer. The indemnity does not apply to the extent the claim was caused by H360’s breach, negligence or wilful misconduct.
H360 will defend a Customer against a third-party claim that authorised use of the unmodified paid Services infringes that party’s South African patent, copyright or trade mark, and will pay damages finally awarded or included in a settlement approved by H360. H360 may procure continued use, modify or replace the affected item, or terminate it and refund prepaid fees for the unused period. This obligation does not cover Customer Data, third-party services, unauthorised combinations or modifications, continued use after notice, or use contrary to documentation.
An indemnified party must give prompt notice, permit the indemnifying party to control the defence and settlement, and provide reasonable cooperation at the indemnifying party’s cost. A delay in notice reduces the obligation only to the extent the delay materially prejudices the defence. No settlement may admit fault by, impose a non-monetary obligation on, or fail to release the indemnified party without that party’s written consent, not to be unreasonably withheld.
29. Compliance with law
Each party must comply with laws applicable to its own activities under the agreement, including anti-bribery, sanctions, export controls, employment, equality, occupational health and safety, consumer protection, privacy, healthcare and electronic-communications laws. A party must not use the Services in or for a prohibited territory, person or transaction.
The Customer is responsible for assessing whether the Services are appropriate for its intended workforce programme and jurisdiction. H360’s provision of standard functionality or information does not constitute legal, medical, tax, employment or regulatory advice to the Customer.
30. South African consumer and electronic transaction rights
Where the Consumer Protection Act 68 of 2008 applies, these Terms must be interpreted consistently with that Act. A term does not exclude a right, warranty, remedy or protection that the Act prohibits a supplier from excluding. Any notice of risk, limitation of liability, indemnity or acknowledgement applies only to the extent lawful and must be brought to the consumer’s attention in the manner and at the time required by law.
Where the Electronic Communications and Transactions Act 25 of 2002 grants a consumer a cooling-off right for an electronic transaction, the consumer may exercise that right within the applicable statutory period and subject to statutory exclusions. The Act may permit the consumer to cancel certain services within seven days after conclusion of the agreement, with the supplier entitled to charge for services already performed as permitted by law. This paragraph does not create a cooling-off right where the Act does not provide one.
If section 14 of the Consumer Protection Act applies to a fixed-term consumer agreement, expiry, renewal, cancellation notice and reasonable cancellation charges will be handled in accordance with that section and its regulations. Business-to-business transactions outside the Act’s scope remain governed by the Order Form and these Terms.
31. United States supplementary terms
This section applies to a user in the United States only to the extent United States law governs the relevant transaction or use. Federal and state consumer, health, privacy, automatic-renewal, accessibility and electronic-contract laws may impose requirements that vary by state. Nothing in these Terms waives a non-waivable United States right or remedy.
If a United States consumer purchases a recurring subscription directly from H360, the checkout or Order Form will clearly disclose material renewal terms, the amount and frequency of charges, how to cancel and any trial conversion. H360 will obtain affirmative consent and provide acknowledgements, reminders and cancellation methods required by the law of the consumer’s state. If a state grants a cancellation or refund right that conflicts with these Terms, that state right controls.
The Health Insurance Portability and Accountability Act and its implementing rules apply only when H360 performs a regulated function as a covered entity or business associate. If H360 acts as a business associate, the parties must sign an appropriate business associate agreement before protected health information is processed for that function. Other federal and state consumer-health, privacy and breach-notification laws may apply where HIPAA does not.
Where the Federal Trade Commission’s Health Breach Notification Rule applies to H360 as a vendor of personal health records, related entity or service provider, H360 will perform the notification duties required by that Rule. The Privacy Policy describes relevant United States privacy rights and H360’s treatment of consumer health data.
32. European Union and United Kingdom supplementary terms
These Terms do not remove rights available to a consumer under the mandatory law of the European Economic Area or United Kingdom. If a distance contract gives a consumer a statutory cancellation period, H360 will provide the required pre-contract information and cancellation process. A consumer may lose a cancellation right for fully performed services or digital content only after giving the express consent and acknowledgement required by applicable law.
EU GDPR and UK GDPR matters are governed by the Privacy Policy and any applicable data-processing agreement. A Customer acting as controller must establish lawful bases and special-category conditions, provide notices, conduct any required impact assessment, honour individual rights and implement safeguards for employment-related processing. H360’s status as processor or controller depends on the relevant purpose and instructions.
33. Electronic communications and signatures
The parties consent to contracting and communicating electronically. A click, typed name, electronic signature, accepted Order Form, authenticated instruction or other electronic action may satisfy a signature or writing requirement to the extent recognised by applicable law. Electronic records may be retained and produced as evidence.
Operational notices may be delivered through the Services or to the email address associated with an Account. A Customer must maintain a monitored legal and billing contact. Notices of breach, termination, indemnity claims or formal disputes must also be sent to the notice address in the Order Form, or to info@h360whip.com if no address is stated, and are effective when receipt is confirmed or otherwise established under applicable law.
34. Marketing communications
Marketing consent is separate from acceptance of these Terms and is not required for core screening access unless a particular communication is necessary to perform the service. A person may opt out of marketing using the method in the message or by contacting H360. H360 may still send transactional, security, legal and service communications that are necessary for an Account or agreement.
35. Governing law and disputes
Before starting formal proceedings, a party must give written notice describing the dispute and the relief sought. Authorised representatives must attempt in good faith to resolve it for at least 20 business days, unless urgent relief, prescription or a statutory deadline requires earlier action.
A commercial dispute between H360 and a Customer arising from the agreement is governed by the laws of the Republic of South Africa, without regard to conflict-of-law rules. If it is not resolved through the notice process, it will be finally resolved by confidential arbitration in Johannesburg, South Africa, in English, under the rules of the Arbitration Foundation of Southern Africa by one arbitrator appointed under those rules. Either party may seek urgent interim relief from a court of competent jurisdiction.
The arbitration paragraph does not apply to a consumer to the extent mandatory consumer law grants access to a regulator, ombud, small-claims forum or court and prohibits compulsory arbitration or foreign venue. An individual Participant may submit a privacy, consumer or employment-related complaint to the competent regulator or other forum. Nothing prevents H360 from seeking injunctive relief for misuse, security threats or intellectual-property infringement.
36. Intellectual property complaints
A person who reasonably believes content made available through the Services infringes intellectual property should send a signed notice to info@h360whip.com identifying the protected work, the disputed material and its location, the complainant’s contact details, the basis of the claim and a statement that the information is accurate and submitted in good faith. H360 may remove or restrict material while investigating and may request proof of authority.
Where a United States copyright safe-harbour process applies, H360 will provide any additional agent designation, counter-notice process and statutory information required before relying on that safe harbour. This section is not a representation that H360 hosts public user-generated content or is eligible for a particular statutory protection.
37. Force majeure
Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including natural disaster, epidemic, war, civil disorder, labour disruption not limited to its own workforce, utility or telecommunications failure, cloud or internet outage, governmental action, sanctions, cyberattack despite reasonable safeguards or failure of a critical third-party service. The affected party must take reasonable steps to limit the effect and resume performance.
Force majeure does not excuse payment for Services already supplied. If a material force majeure event continues for more than 60 consecutive days, either party may terminate the affected Order Form on written notice, and H360 will refund prepaid fees for the unused terminated period unless the event prevents or law prohibits repayment.
37. Force majeure
The Health Insurance Portability and Accountability Act and its implementing rules (“HIPAA”) do not automatically apply to all health or wellness platforms. HIPAA applies to protected health information handled by a covered entity or business associate within the scope of a regulated function. Where H360 processes protected health information as a business associate, H360 will do so under an appropriate business associate agreement and the relevant covered entity’s HIPAA Notice of Privacy Practices may also apply. Where H360 is not acting as a covered entity or business associate, other federal and state privacy, security, breach-notification and consumer-health laws may apply instead.
Where H360 is a vendor of personal health records, a related entity or a relevant service provider within the scope of the Federal Trade Commission’s Health Breach Notification Rule, H360 will provide breach notifications in the form, manner and time required by that Rule. H360 will also comply with applicable state breach-notification duties. Nothing in this Policy represents that all information processed by H360 is protected health information under HIPAA.
38. Changes to these Terms
H360 may update these Terms to reflect changes in law, the Services, security, business practices or risk. The updated version will state its effective date. H360 will give reasonable advance notice of a material change affecting a current paid Subscription Term unless an earlier change is required by law or to address an urgent security or safety issue.
A material change will not retroactively reduce an accrued right or increase a Customer’s fees during a current committed term unless the Customer agrees or law requires the change. Continued use after the effective date constitutes acceptance only where that method of acceptance is lawful. If it is not lawful, H360 will obtain affirmative acceptance or apply the change on renewal.
39. General provisions
39. 1. Assignment
A Customer may not assign or transfer the agreement without H360’s prior written consent, not to be unreasonably withheld. H360 may assign the agreement as part of a merger, reorganisation, financing or sale of all or substantially all of the relevant business or assets, provided the assignee assumes the obligations and the transfer complies with applicable privacy law. An unlawful assignment is void.
39. 2. Subcontracting
H360 may use subcontractors to perform the Services but remains responsible for its contractual obligations. Processing of personal information by operators, processors or subprocessors is governed by the Privacy Policy, applicable law and any data-processing agreement.
39. 3. Independent parties
The parties are independent contractors. The agreement does not create a partnership, joint venture, employment, fiduciary, medical-professional or agency relationship, except that an authorised Administrator may act for a Customer within granted permissions.
39.4. No third-party beneficiaries
Except for persons expressly protected by an indemnity or liability limitation, the agreement does not give enforcement rights to a third party. This clause does not remove a Participant’s independent statutory rights.
39.5. Severability waiver and remedies
If a provision is unlawful or unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue. Failure to enforce a provision is not a waiver. Rights and remedies are cumulative unless the agreement expressly states that a remedy is exclusive.
39.6. Entire agreement
The contract documents listed in section 3 are the entire agreement about the Services and replace prior proposals, discussions and representations on that subject. Fraudulent misrepresentation cannot be excluded. A variation must be in writing and accepted by authorised representatives, except for a lawful update under section 38.
39.7. Interpretation
Headings assist navigation and do not limit meaning. “Including” means including without limitation. A reference to law includes amendments and replacement legislation. If H360 provides a translation, the English version controls to the extent permitted by law. No ambiguity is interpreted against a party merely because that party drafted the text.
40. Contact H360 WHIP
Questions about these Terms, cancellation, billing, accessibility, complaints or formal notices may be directed to H360 WHIP using the details below. Privacy requests should be submitted under the Privacy Policy.
