Terms of Service

Posted: 13 November 2023

Effective: 13 November 2023

Thank you for using Whenn. Our mission is to make death prep simple and normal for adults of all ages. We do so by providing an app and paper products that help you note and share practical information with your chosen executors and next of kin. These terms of service (‘Terms’) cover your use and access to our services, client software and websites (‘Services’). 

Our Privacy Policy explains how we collect and use your information while our Acceptable Use Policy outlines your responsibilities when using our Services. By using our Services, you are agreeing to be bound by these Terms, our Privacy Policy and Acceptable Use Policy.

What is Yours & Your Permissions

When you use our Services, you provide us with things like your account data, content, files, text, contacts and so on (“What is yours”). What is yours stays yours. These Terms do not give us any rights to what is yours except for the limited rights that enable us to offer the Services.

You may need to register for an account to access the Services, and we may create an account for you so that you can interact with the Services.

We need your permission to do things like hosting the information you keep in Whenn, backing it up and sharing it when you ask us to. Our Services may also provide you with features such as sharing, searching, image thumbnails, previews, optical character recognition, easy sorting and organisation, and personalisation, to help you find what you have entered into Whenn. To provide these and other features, Whenn accesses, stores and scans what is yours. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

Your Responsibilities

Your use of our Services must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. Please do not copy, upload, download or share content unless you have the right to do so.

Whenn may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. We are not responsible for the content that people add and share via the Services.

Help us keep what is yours protected. Safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account. 

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 18 years old. If the law where you reside requires that you must be older in order for Whenn to lawfully provide the Services to you without parental consent (including use of your personal data), then you must be that older age.

Software

Some of our Services allow you to download client software (‘Software’) which may be updated automatically. As long as you comply with these Terms, we give you a limited, non-exclusive, non-transferable, revocable licence to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source licence, we will make that licence available to you and the provisions of that licence may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so or assist anyone to do so.

Beta Services

We sometimes release products and features that we’re still testing and evaluating (‘Beta Services’). Beta Services are labelled ‘alpha’, ‘beta’, ‘preview’, ‘early access’ or ‘evaluation’ (or with words or phrases with similar meanings) and may not be as reliable as Whenn’s other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback.

Beta Services are confidential until they are officially launched. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

Electronic Signatures

By using a part of the Services that facilitates electronic signatures, you agree to do business electronically and to use electronic records and signatures. There may be laws where you reside governing what types of documents and transactions are appropriate for such signatures. It’s your responsibility to ensure that the electronic signature functionality provided by the Services is appropriate for your scenario. If the Services include sample documents (like a template NDA), these documents are for informational purposes only.

Additional Features

From time to time, Whenn will add additional features to enhance the user experience of our noting and sharing service at no additional charge. However, these free features may be withdrawn without further notice.

Spam

You may not use our Services to send unsolicited advertisements or spam, and we may decide to not deliver any messages we consider unsolicited advertisements or spam.

Third-Party features

The Services may give you the option to link to third party sites, third-party features and integrations. Whenn does not own or operate any such features or integrations. If you access or use any third party site, third-party features or integrations, you are responsible for this access and use, and Whenn is not responsible for any act or omission of the third party or the availability, accuracy, the related content, products or services of third parties.

What is ours

The Services are protected by copyright and trademark. These Terms do not grant you any right, title or interest in the Services, others’ content in the Services, Whenn trademarks, logos and other brand features. We welcome feedback, but please note that we may use comments or suggestions without any obligation to you.

Copyright

We respect the intellectual property of others and ask that you do too. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. 

Paid Accounts

Billing. You may add paid features to your account (turning your account into a “Paid Account”). We will automatically bill you from the date you convert to a Paid Account and on each periodic renewal date until cancellation. If you are on an annual plan, we will send you a notice email reminding you that your plan is about to be renewed within a reasonable period of time prior to the renewal date. You’re responsible for all applicable taxes, and we will charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph does not override these laws.

Cancellation. You may cancel your Paid Account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions and obtain a refund within 14 days of signing up for, upgrading to or renewing a Paid Account.

Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you are on a Whenn Family plan, the Family manager may be able to downgrade your account at any time. If you do not pay for your Paid Account on time, we reserve the right to suspend it or remove Paid Account features.

Changes. We may change the fees in effect on renewal of your subscription, to reflect factors such as changes to our product offerings, changes to our business, or changes in economic conditions. We will give you no less than 30 days’ advance notice of these changes via a message to the email address associated with your account and you will have the opportunity to cancel your subscription before the new fee comes into effect.

Termination

You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if Whenn reasonably believes:

  • you are in breach of these Terms,

  • your use of the Services would cause a real risk of harm or loss to us or other users, or

  • you do not have a Paid Account and have not accessed our Services for 48 consecutive months.

We will provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you, and give you the opportunity to log in to your account via our Services. If after such notice you fail to take the steps we ask of you, we will terminate or suspend your access to the Services.

We will not provide notice before termination or suspension of access to the Services where Whenn reasonably believes:

  • you are in material breach of these Terms, which includes, but is not limited to, violating our Acceptable Use Policy,

  • doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

  • we’re prohibited from doing so by law.

Once we suspend or terminate your access to the Services, you will not be able to access or export What is yours. Whenn does not provide refunds if we suspend or terminate your access to the Services, unless required by law.

Discontinuation of Services

We may decide to discontinue the Services in response to exceptional unforeseen circumstances, events beyond Whenn’s control (for example a natural disaster, fire or explosion), or to comply with a legal requirement. If we do so, we will give you reasonable prior notice so that you can export What is yours from our systems (we will give you no less than 30 days’ notice where possible under the circumstances). If we discontinue the Services in this way before the end of any fixed or minimum term you have paid us for, we will refund the portion of the fees you have pre-paid but have not received Services for.

Services “AS IS”

We strive to provide great Services, but there are certain things that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, WHENN AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS”. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places do not allow the disclaimers in this paragraph, so they may not apply to you. For example, these disclaimers do not override the legal protections, including statutory warranties, granted to consumers by EU law.

Limitation of Liability

WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO – THIS INCLUDES ANY LIABILITY FOR WHENN’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSION AREN’T ALLOWED, WE ARE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN’T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. IF YOU ARE AN EU OR UK CONSUMER, THESE TERMS DO NOT EXCLUDE WHENN’S LIABILITY FOR LOSSES AND DAMAGES THAT ARE A RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL IN PROVIDING THE SERVICES OR OF OUR BREACH OF OUR CONTRACT WITH YOU, AS LONG AS THOSE LOSSES AND DAMAGES ARE REASONABLY FORESEEABLE.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, WHENN, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:

  • ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR

  • ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT WHENN OR ANY OF ITS AFFILIATES HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS OR RE-SALE PURPOSE, WHENN, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY. WHENN AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF £10 GBP OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH WHENN. THIS PROVISION DOES NOT APPLY TO EU CONSUMERS WHERE PROHIBITED BY APPLICABLE LAW.

Resolving Disputes

Let’s Try to Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against Whenn, you agree to try to resolve the dispute informally by sending us a written Notice of Dispute at dispute-notice@whenn.com that includes your name, a detailed description of the dispute, and the relief you seek. We will try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 60 days after submission, you or Whenn may bring a formal proceeding. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access here: https://ec.europa.eu/consumers/odr.

Judicial Forum for Disputes. You and Whenn agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in England, subject to the mandatory arbitration provisions below. Both you and Whenn consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph does not affect those requirements.

IF YOU ARE A US RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:

We Both Agree to Arbitrate. You and Whenn agree to resolve any claims relating to or arising out of these Terms or the Services through final and binding individual arbitration by a single arbitrator, except as set forth under the ‘Exceptions to Agreement to Arbitrate’ below. This includes disputes arising out of or relating to the interpretation or application of this ‘Mandatory Arbitration Provisions’ section, including its scope, enforceability, revocability or validity. The arbitrator may award relief only individually and only to the extent necessary to redress your individual claim(s); the arbitrator may not award relief on behalf of others or the general public.

NO CLASS OR REPRESENTATIVE ACTIONS. You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class arbitrations, class actions, private lawyer general actions and consolidation with other arbitrations are not allowed.

Severability. If any part of this ‘Mandatory Arbitration Provisions’ section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this ‘Mandatory Arbitration Provisions’ section will be unenforceable in its entirety. If you are found to have a non-waivable right to bring a particular claim or to request a particular form of relief that the arbitrator lacks authority to redress or award according to this ‘Mandatory Arbitration Provisions’ section, including public injunctive relief, then only that respective claim or request for relief may be brought in court, and you and we agree that litigation of any such claim or request for relief shall be stayed pending the resolution of any individual claim(s) or request(s) for relief in arbitration.

Controlling Law

These Terms will be governed by English law. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph does not override those laws.

Entire Agreement

These Terms constitute the entire agreement between you and Whenn with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements or terms and conditions applicable to the subject matter of these Terms. Our past, present and future affiliates and agents can invoke our rights under this agreement in the event they become involved in a dispute with you. Otherwise, these Terms do not give rights to any third parties.

Waiver, Severability & Assignment

Whenn’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found to be unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Whenn may assign its rights to any of its affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services.

Modifications

We may revise these Terms to better reflect:

  • changes to the law,

  • new regulatory requirements, or

  • improvements or changes made to our Services.

If you do not agree to the terms or updates we make, please cancel your account and stop using the Services before the updated Terms become effective. Where applicable, we will offer you a pro-rata refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.