TERMS AND CONDITIONS

1.Introduction and About Us

1.1.These terms and conditions (the “Terms”) govern the access to and use of the website available at https://mybalance.global (the “Website”) and the supply of the wellbeing and related services described below (the “Services”) by MYBLNZ LTD, a private company limited by shares incorporated in the Republic of Cyprus with registration number HE 478430, whose registered office is at 116, Gladstonos, M. Kyprianou House, Floor 3 & 4, 3032 Limassol, Cyprus (“MyBalance”, “we”, “us” or “our”).

1.2.Throughout these Terms, “you” or “your” means the person accessing or using the Website or receiving the Services, whether you are an individual (a consumer) acting for purposes outside your trade, business or profession, or a legal person, organisation, employer or other entity (a “Corporate Client”) contracting with us or on behalf of its personnel.

1.3.By accessing or using the Website, by placing an order, by subscribing, by booking or attending a consultation, programme or session, or by otherwise using the Services, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree with these Terms, you must not use the Website or the Services.

1.4.We make the Services available under different engagement models, including: (a) directly to individual clients, whether on a one-off (pay-per-service) basis or on a recurring subscription basis (see clause 8); and (b) to employers and other organisations that engage us under a services agreement for the benefit of their employees, personnel, crew or members (see clause 18). We may introduce further engagement models from time to time.

1.5.Where the Services are made available to you through your employer or another organisation that has arranged access to the Services as an employee or member benefit (each a “Sponsoring Organisation”), including shipping companies and ship managers that make our Services available to seafarers and other crew, additional terms in the relevant commercial agreement may apply, and clause 18 (Corporate Clients and Sponsoring Organisations) is relevant to you.

2.Definitions and Interpretation

2.1.In these Terms, unless the context requires otherwise:

“Content” means all text, materials, plans, programmes, assessments, guidance, images, audio, video, software, and other content made available through the Website or the Services;

“Consumer” means an individual acting wholly or mainly outside that individual’s trade, business, craft or profession;

“Corporate Client” means a legal person, employer, organisation, or other entity that engages us, including a Sponsoring Organisation;

“Services” means the wellbeing, wellness, nutrition, lifestyle, health-promotion, fitness, educational, coaching, and related services described in clause 3, together with any digital tools, content, products, and materials we make available;

“Subscription” means an arrangement under which an individual client is given access to Services for a recurring period (for example monthly or annually) in return for recurring Fees, as further described in clause 8

“Sponsoring Organisation” means an employer or other organisation that arranges access to the Services as an employee or member benefit for the benefit of its personnel, crew or members;

“Fees” means the charges payable for the Services as notified to you or as set out on the Website or in an applicable order, quotation, Subscription plan or commercial agreement;

“Privacy Notice” means our privacy notice, available on the Website, which explains how we process personal data.

2.2.Headings are for convenience only and do not affect interpretation. References to “including” and similar expressions mean “including without limitation”. The singular includes the plural and vice versa.

3.The Services

3.1.MyBalance focuses on delivering wellbeing solutions. Depending on what you or your Sponsoring Organisation select, the Services may include:

(a)the design, development, implementation and management of wellness and wellbeing programmes;

(b)nutrition, dietary and lifestyle guidance, and the development of personalised nutrition and educational plans;

(c)health-promotion initiatives and activities to enhance wellbeing, morale, safety, efficiency and performance;

(d)fitness and training bootcamps, seminars, workshops, group activities and interactive sessions;

(e)personal-development and life-coaching support (expressly excluding the provision of medical or mental-health services);

(f)digital wellbeing and self-improvement tools, applications, online platforms, communities, and forums; and

(g)the sale, supply or distribution of wellbeing-related products and goods, where offered.

3.2.The Services may be delivered in person, remotely, online, by telephone or through digital platforms and applications, and may be provided to individuals, groups and organisations, including seafarers and crew engaged by shipping companies and other customers.

3.3.The Services may be purchased on a one-off basis, acquired on a recurring Subscription basis by individual clients, or provided to Corporate Clients under a services agreement, as described in clauses 8 and 18.

3.4.We may, at our discretion, change, enhance, add to, suspend or withdraw any part of the Services, the Content or the Website, provided that where you have paid for specific Services, we will not materially reduce those Services without offering you a suitable alternative or, where appropriate, a proportionate refund for Services not yet provided.

4.Nature of the Services – No Medical Advice

4.1.The Services are wellbeing, educational and lifestyle services intended to support general health, wellbeing, morale, and performance. The Services may include preventive nutrition and dietetic support, including guidance on healthy lifestyle habits, sustainable weight management and nutrition-related measures intended to support the reduction of risk factors associated with chronic disease, where provided by an appropriately qualified and, where applicable, duly registered or licensed professional. Except for such permitted nutrition and dietetic support, the Services do not constitute the practice of medicine, nursing, psychology, psychotherapy, psychiatry or any other regulated healthcare or clinical service, and are not intended to diagnose, treat or cure any disease, illness or medical or psychological condition.

4.2.The Content and any guidance, plan, assessment, or recommendation provided through the Services are for general informational and educational purposes and are not a substitute for, and must not be relied upon in place of, professional medical, psychological, dietary, or other qualified advice. You should consult your physician or an appropriately qualified healthcare professional before starting, changing or stopping any diet, nutritional regime, exercise programme or lifestyle change, particularly if you are pregnant or breastfeeding, are a minor, are elderly, have or suspect a medical condition, allergy or intolerance, or are taking medication.

4.3.Our personnel, coaches, nutrition advisers, trainers, and facilitators act as wellbeing professionals and not as your treating doctor or clinician, and no doctor-patient, therapist-client or other clinical relationship is created by your use of the Services.

4.4.The Services are not designed or intended for use in medical emergencies. If you believe you are experiencing a medical emergency, you must immediately contact your local emergency services or your physician. Where you are a seafarer, you should also follow the medical and emergency procedures established on board your vessel or by your employer.

5.Eligibility and Registration

5.1.To use the Services, you must be 18 years old or over and have the legal capacity to enter into a binding contract. Where the Services are made available to you through a Sponsoring Organisation, you must also be eligible under that organisation’s programme. The Services are intended only for persons aged 18 years or over. We do not knowingly provide the Services directly to persons under the age of 18.

5.2.Where registration for an account or platform is required, you agree to provide accurate, current and complete information, to keep it up to date, and to keep your login credentials confidential. You are responsible for all activity that takes place under your account, and you must notify us promptly of any unauthorised use.

5.3.If you use the Services on behalf of a Corporate Client or other organisation, you warrant that you are authorised to bind that organisation to these Terms.

6.Orders, Bookings and Formation of Contract

6.1.A description of the Services, together with applicable Fees, is set out on the Website or in a quotation, order form, Subscription plan, proposal, or commercial agreement. Any information on the Website is an invitation to treat and not a binding offer.

6.2.A contract for the Services is formed when we confirm your order, Subscription or booking (for example, by written or electronic confirmation), or, in the case of Corporate Clients, when a commercial agreement is signed by both parties. We may decline any order, Subscription or booking at our discretion, for example where the requested Services are unavailable or unsuitable.

6.3.You are responsible for ensuring that the details of your order or booking are correct and that any information you provide to enable us to deliver the Services is accurate and complete.

7.Fees, Payment, Taxes and Currency

7.1.The Fees for the Services are those set out on the Website or in the applicable order, quotation, Subscription plan or commercial agreement. Unless stated otherwise, Fees are quoted in United States Dollars (USD).

7.2.Unless expressly stated otherwise, Fees are exclusive of value added tax (VAT) and any other applicable taxes or duties, which will be added where applicable at the prevailing rate. For clients established outside Cyprus or outside the European Union, VAT and other indirect taxes will be applied, reverse-charged or exempted in accordance with the applicable Cyprus and EU VAT rules and any relevant international rules; you remain responsible for any taxes, levies, import duties or withholding applicable in your own jurisdiction.

7.3.Unless otherwise agreed, payment is due at the time of booking, at the time of subscribing (and on each renewal), or in accordance with the payment terms stated in the applicable order or commercial agreement. Payments may be processed through third-party payment providers, and your use of those services may be subject to their own terms.

7.4.Where Fees are payable by instalments or on account, we may suspend the Services if any undisputed sum remains unpaid after its due date. We reserve the right to charge interest on late payments in accordance with applicable Cyprus law on late payment in commercial transactions, where the client is not a Consumer.

8.Subscriptions (Individual Clients)

8.1.We may offer certain Services to individual clients on a Subscription basis, providing access to Content, digital tools, programmes, sessions, or other Services for a recurring period. The features, duration, billing frequency (for example monthly or annually) and Fees of each Subscription will be described at the point of sign-up and once accepted, form part of your contract with us.

8.2.Unless stated otherwise, a Subscription renews automatically at the end of each billing cycle for a further period of the same length, and the applicable Fee is charged to your chosen payment method, until the Subscription is cancelled in accordance with this clause. By subscribing, you authorise us and our payment processors to charge the recurring Fee on each renewal date.

8.3.Where we offer a free trial or discounted introductory period, unless you cancel before it ends the Subscription will automatically convert into a paid Subscription and the applicable Fee will be charged. Any specific conditions of the trial or offer will be notified to you at sign-up.

8.4.You may cancel the renewal of your Subscription at any time, with effect from the end of the then-current billing cycle, through your account settings on the Website or by contacting us. Cancellation stops future renewals. Unless required by law or stated otherwise, Fees already paid for the current cycle are non-refundable, and you will retain access to the subscribed Services until the end of that cycle. Your statutory right of withdrawal under clause 10 is unaffected.

8.5.We may change Subscription Fees or the features included in a Subscription. We will give you reasonable prior notice of any change that will apply from your next billing cycle, and you may cancel your Subscription before the change takes effect if you do not accept it.

8.6.If a recurring payment is declined or fails, we may retry the charge and/or suspend or terminate your Subscription. You remain responsible for any Fees accrued before termination.

8.7.Subscriptions or recurring arrangements offered to Corporate Clients are governed by clause 18 and the applicable commercial agreement rather than by this clause 8.

9.Cancellations, Rescheduling and Refunds

9.1.Appointments, consultations, sessions, and bootcamps may be rescheduled or cancelled in accordance with the cancellation policy notified to you at the time of booking. Unless a different policy is notified, cancellations or requests to reschedule made with less than twenty-four (24) hours’ notice, and non-attendance, may be charged in full.

9.2.If we cancel or are unable to deliver a booked Service and cannot offer a mutually acceptable alternative, we will refund any Fees paid in advance for the affected Service that has not yet been provided.

9.3.Refunds, where due, will be made using the same means of payment used for the original transaction, unless otherwise agreed. Cancellation of Subscriptions is governed by clause 8.

10.Consumer Right of Withdrawal (EU/EEA Consumers)

10.1.If you are a Consumer resident in the European Union or the European Economic Area and you purchase Services or a Subscription online or otherwise at a distance, you generally have the right to withdraw from the contract within fourteen (14) days from the day the contract is concluded, without giving any reason, in accordance with Directive 2011/83/EU on consumer rights as implemented in Cyprus by the Consumer Protection Law of 2021 (Law 112(I)/2021).

10.2.To exercise the right of withdrawal, you must inform us of your decision by a clear statement (for example, a letter sent by post or an email to wellbeing@mybalance.global) before the withdrawal period expires. We will reimburse all payments received from you without undue delay and no later than fourteen (14) days after we are informed of your decision to withdraw.

10.3.If you have asked us to begin performing the Services during the withdrawal period, you must pay us a proportionate amount for the Services provided up to the point you communicate your withdrawal. You acknowledge and agree that you lose your right of withdrawal once the Services have been fully performed, where performance began with your prior express consent and your acknowledgement that you would lose that right on full performance, in accordance with section 27(a) of the Consumer Protection Law of 2021 (Law 112(I)/2021).

10.4.Similarly, where the Services include the supply of digital content that is not provided on a physical medium (such as downloadable or pre-recorded content), you agree that, at your request, we may begin supplying that digital content during the withdrawal period. You acknowledge and agree that you will lose your right of withdrawal in respect of such digital content once its supply has begun, where this is done with your prior express consent and your acknowledgement that you thereby lose your right of withdrawal, in accordance with section 27(m) of the Consumer Protection Law of 2021 (Law 112(I)/2021).

10.5.Where clause 10.3 or 10.4 applies, we will provide you, on a durable medium and within a reasonable time after the conclusion of the contract, with confirmation of the contract, including confirmation of your prior express consent to the commencement of performance during the withdrawal period and of your acknowledgement that you thereby lose your right of withdrawal, in accordance with sections 18(2) and 19(7) of the Consumer Protection Law of 2021 (Law 112(I)/2021).

10.6.This clause 10 does not apply to Corporate Clients or to individuals contracting for purposes relating to their trade, business, or profession.

11.Your Obligations, Health Information and Assumption of Risk

11.1.To enable us to provide Services that are appropriate to you, you agree to provide accurate, complete, and up-to-date information, including relevant information about your health, allergies, intolerances, medical conditions, medication, injuries and dietary requirements, and to update us of any changes. We rely on the information you provide, and we are not responsible for guidance that is unsuitable because of inaccurate or incomplete information you have given us.

11.2.You are responsible for obtaining medical clearance where appropriate before participating in any physical activity, fitness session, or bootcamp, and for exercising within your own physical limits. Physical activity carries inherent risks, including the risk of injury. To the fullest extent permitted by law, you voluntarily assume the ordinary risks associated with participation in physical, fitness, and wellbeing activities. Nothing in this clause limits our liability for death or personal injury caused by our negligence, or any other liability that cannot lawfully be excluded.

11.3.You agree to use the Website and the Services lawfully and not to: (a) use them for any unlawful, fraudulent or harmful purpose; (b) transmit any harmful code or attempt to gain unauthorised access to our systems; (c) infringe the rights of any third party; (d) misuse, copy or redistribute the Content except as permitted by these Terms; or (e) impair the operation, security or availability of the Website or the Services.

11.4.As part of certain Services, you may choose to upload, submit or otherwise provide to us health-related records and documents, such as blood-test and other laboratory results, body weight and body-composition measurements, dietary logs, photographs, and data from wearable devices or applications (together, “Uploaded Health Data”). You provide any Uploaded Health Data voluntarily and, where required, on the basis of your explicit consent, so that we can assess your needs and tailor our wellbeing and nutrition guidance to you. The way in which we protect Uploaded Health Data is set out in clauses 15.4 to 15.6 and in the Privacy Notice.

11.5.You are responsible for ensuring that any Uploaded Health Data is accurate and that it relates to you. You must not upload or submit the personal data of another individual (including a family member) unless you are legally entitled to do so and have that person’s authority. You may withdraw your consent and request deletion of your Uploaded Health Data at any time, as described in clause 15.6.

12.Intellectual Property

12.1.All intellectual property rights on the Website, the Services and the Content, including all programmes, plans, methodologies, materials, trademarks, logos (including the “MyBalance” name and logo), text, graphics and software, are owned by or licensed to MyBalance and are protected by law. No rights are transferred to you except as expressly set out in these Terms.

12.2.Subject to your compliance with these Terms and payment of the applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and the Content for your own personal wellbeing purposes or, in the case of a Corporate Client, for the internal benefit of its authorised personnel. You may not reproduce, distribute, modify, publicly display, commercialise, or create derivative works from the Content without our prior written consent.

12.3.Any feedback, testimonial or suggestion you provide may be used by us to improve and promote our Services in accordance with our Privacy Notice.

13.Third-Party Content, Links and Providers

13.1.The Website and the Services may contain links to, or integrate, third-party websites, applications, content, or services. We do not control and are not responsible for the content, availability, security, or privacy practices of such third parties, and their inclusion does not imply our endorsement. Your use of any third-party website or service is at your own risk and subject to that third party’s terms.

13.2.Certain Services or products may be provided or fulfilled by carefully selected third-party providers. Where this is the case, we remain responsible to you for the Services we have agreed to provide, in accordance with and subject to these Terms.

14.Website and Platform Availability

14.1.We take reasonable steps to keep the Website and any digital platforms available and functioning, but we do not warrant that they will be uninterrupted, error-free or free from viruses. Access may be suspended temporarily for maintenance, updates, security or reasons beyond our reasonable control, and we will seek to give reasonable notice of any planned interruption where practicable.

14.2.You are responsible for the equipment, connectivity and arrangements needed to access the Website and the Services.

15.Data Protection and Confidentiality

15.1.We process personal data in accordance with Regulation (EU) 2016/679 (the “GDPR”), the Cyprus law providing for the protection of natural persons with regard to the processing of personal data (Law 125(I)/2018) and other applicable data-protection law. Our Privacy Notice explains what personal data we collect, how and why we use it, the legal bases on which we rely, and your rights.

15.2.Certain Services may involve the processing of health and other special-category personal data that you voluntarily provide so that we can tailor our guidance to your needs. We process such data only where we have an appropriate lawful basis, and, where special-category personal data is processed, an applicable condition under Article 9 GDPR, including explicit consent where appropriate. Where the Services are arranged through a Sponsoring Organisation, we and that organisation may act as independent controllers in respect of different aspects of the processing, as further described in the Privacy Notice.

15.3.We treat information you share with us in the course of the Services as confidential and will not disclose it except as described in the Privacy Notice, as necessary to deliver the Services, or as required by law. Any transfer of personal data outside the EU/EEA will be carried out in accordance with applicable data-protection law and appropriate safeguards.

15.4.Where you provide Uploaded Health Data or other special-category personal data (as described in clause 11.4), we process it only on the basis of your explicit consent, or another lawful basis permitted under Article 9 of the GDPR, and solely for the purpose of providing and tailoring the Services to you. We will not use your Uploaded Health Data for advertising, and we will not sell it or use it for automated decision-making producing legal or similarly significant effects.

15.5.We apply appropriate technical and organisational measures to protect Uploaded Health Data against unauthorised or unlawful access, loss, alteration, or disclosure. These measures include encryption of data in transit and at rest, access controls on a strict need-to-know basis, secure and access-controlled storage and back-ups, confidentiality obligations binding on our personnel, and the engagement of any third-party processor only under a written data-processing agreement compliant with Article 28 of the GDPR. In the event of a personal-data breach affecting your data, we will act in accordance with our obligations under Articles 33 and 34 of the GDPR.

15.6.We retain Uploaded Health Data only for as long as necessary for the purposes for which it was provided, or as required by law, after which it is securely deleted or anonymised. You may at any time withdraw your consent and request access to, rectification, restriction, portability, or erasure of your Uploaded Health Data by contacting us using the details in clause 25. Withdrawing your consent does not affect the lawfulness of processing carried out before withdrawal but may mean that we can no longer provide certain Services that depend on that data.

16.Disclaimers and Warranties

16.1.We will provide the Services with reasonable care and skill and in accordance with applicable Cyprus law.

16.2.Except as expressly stated in these Terms and to the fullest extent permitted by law, the Website, the Content and the Services are provided “as is” and “as available”, and we exclude all other warranties, conditions and representations, whether express or implied, including any implied warranty of satisfactory quality, fitness for a particular purpose, accuracy of Content, or achievement of any particular health, fitness, wellbeing or performance outcome. Individual results depend on many factors outside our control and cannot be guaranteed.

16.3.Nothing in these Terms excludes or limits any rights you may have as a Consumer under mandatory provisions of applicable law that cannot lawfully be excluded or limited.

17.Limitation of Liability

17.1.Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

17.2.Subject to clause 17.1, and to the fullest extent permitted by law, we shall not be liable to you for: (a) any loss or damage arising from your failure to follow appropriate professional medical advice, or from information you have provided being inaccurate or incomplete; (b) any indirect, special or consequential loss; or (c) loss of profits, revenue, business, goodwill, anticipated savings, or data, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

17.3.Subject to clause 17.1, our total aggregate liability arising out of or in connection with the Services and these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by you (or, where applicable, by your Sponsoring Organisation in respect of you) for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability.

17.4.The limitations and exclusions in this clause 17 apply to the fullest extent permitted by applicable law and do not affect the mandatory statutory rights of Consumers.

18.Corporate Clients and Sponsoring Organisations

18.1.Where a Corporate Client or Sponsoring Organisation (including a shipping company or ship manager) engages us or arranges the Services for the benefit of its employees, personnel, crew or members, the engagement is governed by a written services agreement between us and the Corporate Client, together with the rest of these Terms. Such engagements may be structured on a one-off, programme, retainer, or recurring subscription basis, as set out in the applicable agreement.

18.2.The Corporate Client is responsible for: (a) determining the eligibility of the individuals it authorises to access the Services; (b) ensuring it has a valid lawful basis and any necessary consents to share those individuals’ personal data with us for the purpose of arranging and administering the Services; and (c) informing those individuals about the nature of the Services and this arrangement.

18.3.The Fees, scope, duration, service levels, and any bespoke terms for Corporate Clients are set out in the applicable commercial agreement or order. In the event of any conflict between these Terms and a signed commercial agreement with a Corporate Client, the signed commercial agreement prevails.

18.4.Individual participants accessing the Services through a Corporate Client remain bound by these Terms in respect of their personal use of the Website and Services, including the provisions on the nature of the Services (clause 4) and health information and assumption of risk (clause 11).

18.5.Any health-related or other special-category personal data of an individual participant (including any Uploaded Health Data) is collected directly from that individual and processed in accordance with clauses 15.4 to 15.6 and the Privacy Notice. We do not disclose an individual participant’s health information, the content of their consultations or sessions, or other personal details to the Corporate Client (including the individual’s employer) except in aggregated or anonymised form, or where the individual has given their separate consent, or where disclosure is required by law.

18.6.Each individual participant may exercise their data-protection rights (including access, rectification, erasure, restriction, portability and objection) directly with us and may withdraw any consent they have given and cease participating in the Services at any time, without needing the permission of their employer and without being penalised by us. Withdrawal of consent does not affect the lawfulness of processing carried out before withdrawal. However, as explained in clause 15.6, while a participant will not be penalised for withdrawing consent, withdrawing consent or requesting deletion of the relevant data may mean that we are no longer able to provide certain Services, or particular features of the Services, that depend on that data. Where a participant withdraws consent or requests deletion of their personal data, we will give effect to that request even though the Corporate Client is the contracting party, subject only to any overriding legal obligation requiring us to retain the data.

18.7.In respect of the Services, we, and the Corporate Client each act as an independent controller for those aspects of the processing for which each of us determines the purposes and means, as further described in the Privacy Notice. The Corporate Client is responsible for establishing a valid lawful basis for sharing participants’ personal data with us and for informing participants accordingly, while we are responsible for the personal data we process in delivering the Services. Each party shall comply with its own obligations under applicable data-protection law.

19.International Use and Non-EU Clients

19.1.The Website is operated from Cyprus. We make no representation that the Website, the Content, or the Services are appropriate, lawful or available for use in every jurisdiction. If you access or use the Services from outside Cyprus or outside the European Union, you do so on your own initiative and are responsible for compliance with the laws applicable in your location.

19.2.Certain Content or Services may be subject to import, export, sanctions, or other legal restrictions in particular jurisdictions. You agree not to access or use the Services where to do so would breach any applicable law or restriction.

19.3.Regardless of your location, these Terms and the supply of the Services are governed by Cyprus law and subject to clause 23, save for any mandatory consumer-protection rights available to you under the law of your country of residence.

20.Suspension and Termination

20.1.We may suspend or terminate your access to the Website or the Services (including any Subscription), in whole or in part, with immediate effect where: (a) you materially breach these Terms; (b) any Fees remain unpaid after their due date; (c) we reasonably suspect misuse, fraud or unlawful activity; or (d) we are required to do so by law. Where reasonable and lawful, we will give you notice.

20.2.You may stop using the Website at any time and may terminate an ongoing Service or Subscription in accordance with the applicable order, commercial agreement, Subscription plan, or cancellation policy.

20.3.Termination does not affect any rights or liabilities that have accrued up to the date of termination. Clauses that by their nature should survive termination (including clauses 4, 11, 12, 15, 16, 17, 19, 23 and 24) shall continue in force.

21.Force Majeure

21.1.We shall not be liable for any failure or delay in performing our obligations to the extent caused by events beyond our reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, civil unrest, terrorism, strikes, failure of utilities or telecommunications, cyber-attacks, governmental action, and restrictions affecting maritime or international operations. If such an event continues for a prolonged period, either party may terminate the affected Services, and we will refund Fees paid for Services not yet provided.

22.Indemnity

22.1.If you are not a Consumer, you agree to indemnify us and keep us indemnified against all losses, liabilities, costs and reasonable expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of the Website or Services, or your infringement of any third-party rights.

23.Governing Law and Jurisdiction

23.1.These Terms, their subject matter and formation, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of the Republic of Cyprus.

23.2.Subject to clause 23.3, the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Services.

23.3.If you are a Consumer, nothing in this clause deprives you of the protection afforded by mandatory provisions of the law of your country of habitual residence, and you may also be entitled to bring proceedings in, or benefit from the mandatory consumer rules of, that country. Consumers resident in the EU may also use the European Commission’s Online Dispute Resolution platform.

24.General

24.1.These Terms, together with the Privacy Notice and any applicable order, Subscription plan or commercial agreement, constitute the entire agreement between you and us in respect of their subject matter and supersede any prior arrangements.

24.2.We may update these Terms from time to time. The version in force is the one published on the Website at the time you use the Services. Where changes are material, we will take reasonable steps to notify you. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

24.3.You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations to an affiliate or successor, provided this does not adversely affect your rights.

24.4.If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects the original intention.

24.5.No failure or delay by us in exercising any right constitutes a waiver of that right.

24.6.A person who is not a party to these Terms has no right to enforce any of its provisions, save as expressly provided.

24.7.These Terms are drafted in English, which is the governing language of the relationship between us. Any translation is provided for convenience only.

25.Contact and Complaints

25.1.If you have any questions, concerns or complaints about the Website, the Services or these Terms, please contact us and we will endeavour to resolve the matter promptly:

MYBLNZ LTD

116, Gladstonos, M. Kyprianou House, Floor 3 & 4, 3032 Limassol, Cyprus

HE 478430

+357 25 010399

wellbeing@mybalance.global

https://mybalance.global

25.2.If you are a Consumer, you also have the right to lodge a complaint with the competent consumer-protection or data-protection authority, including, in Cyprus, the Consumer Protection Service of the Ministry of Energy, Commerce and Industry and the Office of the Commissioner for Personal Data Protection.