PLEASE READ CAREFULLY BEFORE REGISTERING FOR AN N-GAGE LOYALTY POINTS ACCOUNT WITH THE APP.
Your Wellness Group Limited (N-Gage) is a private company limited by shares, incorporated in England and Wales under company number 08563608.
THESE TERMS APPLY ONLY TO THE ALLOCATION, EARNING AND RETAINING OF THE N-GAGE LOYALTY POINTS GIVEN BY N-GAGE TO YOU UNDER THIS SCHEME. PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND THEM. THESE TERMS DO NOT CONSTITUTE LEGAL OR FINANCIAL ADVICE AS TO THE SUITABILITY OF THE N-GAGE LOYALTY POINTS AND OR ITS REDEMPTION VALUE WHETHER IN KIND OR OTHERWISE ON YOU. BEFORE ACCEPTING THESE TERMS, YOU SHOULD TAKE LEGAL ADVICE IN THE JURISDICTION IN WHICH YOU ARE SITUATED AS TO COMPLIANCE WITH LOCAL SECURITIES LAWS AND THE IMPLICATIONS OF RECEIVING N-GAGE LOYALTY POINTS FROM A PRIVATE COMPANY INCORPORATED IN ENGLAND AND WALES AND/OR ANY REDEMPTION VALUE WHETHER IN KIND OR OTHERWISE FROM A PRIVATE COMPANY INCORPORATED IN THE ISLE OF MAN. YOU SHOULD ALSO SEEK YOUR OWN TAX ADVICE.
BY CREATING AN N-GAGE LOYALTY POINTS ACCOUNT, ALSO REFERRED TO AS AN N-GAGE CHAMPIONS ACCOUNT WITH US, IN ACCORDANCE WITH CLAUSE 2 HERETO, YOU ARE ACCEPTING THESE TERMS AND AGREEING TO BE BOUND BY THEM. PLEASE NOTE THAT BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT THE WORDS “N-GAGE LOYALTY POINTS ACCOUNT” AND “N-GAGE CHAMPIONS ACCOUNT” SHALL HAVE THE SAME MEANING WHICH EVER IS USED IN THIS AGREEMENT, WEBSITES, REWARDS SECTION OF THE APP OR ANYWHERE ELSE IN RELATION TO THIS SCHEME.
BY ACCEPTING THESE TERMS YOU CONFIRM THAT YOU HAVE NOT BEEN INDUCED BY N-GAGE, WEMET LOYALTY COMPANY OR ITS EMPLOYEES, AGENTS OR ANY OTHER PERSON OR BODY ASSOCIATED WITH IT TO PARTICIPATE IN THE N-GAGE LOYALTY POINTS EARNING SCHEME AND YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION WHETHER EXPRESS OR IMPLIED IN RESPECT OF THE N-GAGE LOYALTY POINTS EARNING SCHEME WHEN DECIDING TO ACCEPT THESE TERMS.
BY ACCEPTING THESE TERMS YOU AGREE THAT THE N-GAGE LOYALTY POINTS EARNING SCHEME MAY BE WITHDRAWN AT ANY TIME BY N-GAGE IN THE EVENT IT IS NO LONGER ABLE TO OPERATE THE SCHEME INCLUDING FOR ANY OF THE REASONS SET OUT IN PARAGRAPH 7 BELOW.
BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT YOU ARE ABOVE THE AGE OF 18 YEARS AND THAT YOU WILL PROVIDE PROOF OF YOUR AGE. YOU ARE REQUIRED TO PROVIDE SUCH PROOF EITHER AS REQUESTED BY N-GAGE, WLC, THEIR EMPLOYEES AND / OR THEIR AGENTS AND THAT IF YOU FAIL TO PROVIDE SUCH PROOF YOUR N-GAGE LOYALTY POINTS WILL BE WITHDRAWN AND YOUR PARTICIPATION IN THIS SCHEME WILL CEASE IMMEDIATELY.
BY ACCEPTING THESE TERMS YOU ALSO AGREE ANY COMMUNICATION IN REGARDS TO THE SCHEME BY EITHER N-GAGE AND OR WLC OR ITS EMPLOYEES AND OR AGENTS WILL ONLY BE VIA THE APP AND / OR THE EMAIL ADDRESS PROVIDED BY YOU AT THE TIME OF YOUR ACCOUNT REGISTRATION WITH THE N-GAGE LOYALTY POINTS EARNING SCHEME AND THAT ANY UPDATE IN THE REGISTRATION DETAILS IS TO BE MAINTAINED BY YOU. YOU FURTHER AGREE THAT IN THE EVENT YOU FAIL TO PROVIDE VALID DETAILS OR TO UPDATE YOUR REGISTRATION DETAILS, YOU MAY NOT RECEIVE COMMUNICATION FROM US WITH RESPECT TO THE N-GAGE LOYALTY POINTS EARNING SCHEME WHICH MAY RESULT IN THE LAPSE OF YOUR N-GAGE LOYALTY POINTS.
BY ACCEPTING THESE TERMS YOU ACKNOWLEDGE THAT DESPITE OUR BEST EFFORTS TO PROTECT, THROUGH VARIOUS TECHNOLOGY, THE DATA AND INFORMATION PROVIDED BY YOU, WE CANNOT GUARANTEE 100% SECURITY AT ALL TIMES AND YOU THEREFORE UNDERSTAND AND HEREBY AGREE TO HOLD HARMLESS N-GAGE, WLC AND THEIR EMPLOYEES, DIRECTORS AND AGENTS AGAINST ANY DATA SECURITY BREACHES, LOSS MISUSE OR UNAUTHORIZED ACCESS OR DISCLOSURE OF INFORMATION.
BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT IN THE EVENT YOU CHANGE THE REGISTRATION DETAILS AT ANYTIME, N-GAGE RESERVES THE RIGHT TO WITHDRAW ANY ALLOCATED, EARNED AND / OR RETAINED N-GAGE LOYALTY POINTS, IF SUCH CHANGE VIOLATES ANY REGISTRATION REQUIREMENTS AS AMENDED FROM TIME TO TIME.
BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT UNDER THIS SCHEME, N-GAGE IS ONLY RESPONSIBLE FOR THE ALLOCATION EARNING AND / OR GRANTING OF N-GAGE LOYALTY POINTS AND THAT YOU MAY REDEEM YOUR VALID AND ELIGIBLE N-GAGE LOYALTY POINTS ONLY FROM WEMET LOYALTY COMPANY, A COMPANY BASED IN THE ISLE OF MAN, BY ACCEPTING AND AGREEING TO THEIR N-GAGE LOYALTY POINT REDEMPTION SCHEME TERMS WITH THEM AND THAT NEITHER N-GAGE NOR WEMET LOYALTY COMPANY (WLC) NOR THEIR EMPLOYEES OR AGENTS OR ANYONE CONNECTED WITH THEM WHETHER DIRECTLY OR INDIRECTLY GUARANTEE ANY REDEMPTION VALUE FOR THE N-GAGE LOYALTY POINTS WHETHER IN CASH OR IN KIND OTHER THAN A CASH VALUE OF £0.00001 PER N-GAGE LOYALTY POINT WHICH CAN BE REDEEMED ONLY IN ACCORDANCE WITH THE N-GAGE LOYALTY POINTS REDEMPTION SCHEME TERMS .
BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT YOU WILL BE RESPONSIBLE FOR ENSURING THAT A USER RECRUITED BY YOU ENTERS YOUR NUMBER IN THE “MY RECRUITER” SECTION FOUND UNDER “ACCOUNT SETTINGS SECTION OF THE OPTIONS” MENU IN THE APP TO ENABLE THE PROPER ATTRIBUTION OF SUCH A RECRUIT TO YOUR ACCOUNT FOR THE PURPOSES OF THE USER RECRUITMENT ACTIVITY AND HENCE YOUR EARNING OF THE N-GAGE LOYALTY POINTS.
BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT ANY DISCREPANCIES IN THE NUMBER OF USERS RECRUITED BY YOU AND THAT DISPLAYED IN THE APP SHALL BE BROUGHT TO OUR NOTICE, IN WRITING, BY YOU NO LATER THAN FOURTEEN (14) BUSINESS DAYS AFTER THE DATE ON WHICH SUCH A USER WAS RECRUITED BY YOU, SUCH DATE BEING THE DATE OF THE FIRST DOWNLOAD OF THE APP AND REGISTRATION BY THAT USER.. YOU FURTHER AGREE THAT YOU WILL HOLD HARMLESS N-GAGE, ITS DIRECTORS, EMPLOYEES OR AGENTS IN THE EVENT OF ANY DISCREPANCIES IN THE NUMBER OF YOUR RECRUITS RESULTING IN THE LOSS OF YOUR N-GAGE LOYALTY POINTS AND/OR THEIR REDEMPTION VALUE WHETHER IN CASH OR KIND.
BY ACCEPTING THESE TERMS YOU ALSO AGREE THAT THOSE USERS WHICH WERE RECRUITED AND ATTRIBUTED TO ANOTHER SCHEME OR ANY OTHER INCENTIVE SCHEME WILL NOT BE COUNTED TOWARDS THIS SCHEME.
BY ACCEPTING THESE TERMS YOU ALSO AGREE AND GIVE YOUR CONSENT TO US TO DISCLOSE YOUR ACCOUNT DETAILS, REGISTRATION DETAILS, YOUR BALANCE OF N-GAGE LOYALTY POINTS AND OTHER DETAILS AND INFORMATION SUBMITTED TO N-GAGE TO WLC FOR THE PURPOSE OF REDEMPTION OF YOUR N-GAGE LOYALTY POINTS WITH WLC.
BY ACCEPTING THESE TERMS YOU AGREE THAT BEFORE OR AFTER YOU HAVE BEEN GRANTED N-GAGE LOYALTY POINTS, YOU MAY BE REQUIRED TO PROVIDE ADDITIONAL INFORMATION AS PART OF STATUTORY COMPLIANCE REQUIREMENTS BY ANY GOVERNMENT AUTHORITIES AND THAT YOU WILL COMPLY WITH SUCH REQUEST AT THE EARLIEST. YOU FURTHER AGREE THAT YOUR NON-COMPLIANCE TO N-GAGE’S FULL SATISFACTION WITH SUCH A REQUEST WITHIN FOURTEEN (14) BUSINESS DAYS OF YOU BEING SENT SUCH A REQUEST WILL RESULT IN YOUR N-GAGE LOYALTY POINTS BEING WITHDRAWN AND FORFEITED BY N-GAGE AND SUCH FORFEITED N-GAGE LOYALTY POINTS SHALL NOT BE RE-INSTATED TO YOUR ACCOUNT.
BY ACCEPTING THESE TERMS YOU AGREE THAT WHICHEVER NOTIFICATIONS NEED TO BE SENT TO YOU BY N-GAGE FOR WHATEVER PURPOSE WILL BE SENT TO YOU VIA YOUR REGISTERED EMAIL ADDRESS AND OR VIA AN IN APP MESSAGE TO YOUR REGISTERED N-GAGE ACCOUNT MOBILE NUMBER WHICH YOU HAVE USED TO REGISTER WITH N-GAGE AND IS ASSOCIATED WITH YOUR N-GAGE LOYALTY POINTS ACCOUNT AND ANY SUCH NOTICE WOULD BE DEEMED AS HAVING BEEN RECEIVED BY YOU ONCE IT IS SENT BY US. YOU FURTHER AGREE THAT SUCH A NOTICE SENT TO YOU VIA AN IN APP MESSAGE WOULD BE CONSIDERED AS HAVING BEEN DELIVERED ONCE IT REACHES THE N-GAGE SERVERS WHETHER OR NOT YOU LOG IN TO RETRIEVE IT OR NOT.
Please note that if you do not accept these Terms, you will not be allowed to participate in this Scheme and will neither be allocated nor be allowed to earn or retain any N-Gage Loyalty Points under this Scheme. However you will be able to use the App.
These Terms were adopted on 27/7/2016. We may amend these Terms from time to time at our sole and absolute discretion. Please check this page from time to time to take notice of any changes we make, as by accepting these terms you agree that such changes are binding on you and also agree that your usage of the app and participation in this scheme after these terms have been modified, with or without notice to you signifies your acceptance of the amended terms and that in case you disagree at any time with the terms of this agreement, it will result in your N-Gage Loyalty Points allocated, earned and or granted under this scheme being withdrawn and forfeited by N-Gage and such forfeited N-Gage Loyalty Points shall not be re-instated to your account.
INFORMATION ABOUT US:
We operate the App and the underlying Website www.n-gage.com We are Your Wellness Group Limited, a company registered in England and Wales under company number 08563608 with our registered office at 3 Montpelier Avenue, Bexley, Kent, DA5 3AP.
In order to participate in this Scheme and receive N-Gage Loyalty Points, if you don’t have one already, you must first create an N-Gage Loyalty Points Account by submitting a completed registration form via the App located in the “Rewards” section of the App (Account Registration) which requires the following information to be provided by you:
Date of Birth;
Mobile Phone Number; and
Secret question and response
You will also be required to validate your email address and setup an account password before we will consider your registration
In the event that you do not meet the registration requirements set out in these Terms, we reserve the right to refuse your Account Registration until such non-compliance is rectified to our reasonable satisfaction. At it’s sole discretion N-Gage reserves the right to refuse your Account Registration altogether without any explanation.
Users in certain countries are not allowed to participate in the scheme. If you are such a user we will notify you at the time when you submit your registration form.
Any N-Gage Loyalty Points earned by you in accordance with these Terms will be displayed in the Rewards section of the App, which will be updated daily at midnight GMT. In the event that there is any discrepancy in the N-Gage Loyalty Points displayed in the Rewards section of the App with that, which in your opinion, is actually earned by you; or in the event a user recruited by you is not attributed towards your User Recruitment Activity, despite completing the requirements mentioned in paragraph 4.3 hereto, the same should be brought to our notice in writing not later than fourteen (14) Business Days after the date on which such a user was recruited by you such date being the date of the first download of the App and registration by that user. N-Gage shall try to resolve all such discrepancies within a period of fifteen (15) Business Days with no guarantee of a favorable resolution.
At any time, you may, at your own will, cancel your N-Gage Loyalty Points Account. If you do cancel your N-Gage Loyalty Points Account you will relinquish all your N-Gage Loyalty Points allocated, earned and or granted under any of the N-Gage Loyalty Points Earning Schemes and all N-Gage Loyalty Points allocated and or earned by you will be forfeited. Your N-Gage Loyalty Points will not be reinstated to your N-Gage Loyalty Points Account at a later date, except at the sole and absolute discretion of the management of N-Gage
3. ACCEPTANCE AND ENROLMENT INTO THE N-GAGE LOYALTY POINTS EARNING SCHEME ONE:
3.1 In order to participate in this Scheme you will be required to have a valid and subsisting N-Gage Loyalty Point Account.
3.2 In order to participate in this Scheme you will be required to register for this Scheme (Scheme Registration) in the first instance. You may register for the Scheme in the “N-GAGE CHAMPIONS PROGRAM” section of the Rewards section of the App. N-Gage will notify you within 24 hours as to whether your Scheme Registration has been accepted via notification in the App and/or email at the address provided by you at the time of N-Gage Loyalty Points Account Registration.
3.3 Acceptance of Scheme Registration by us in itself doesn’t entitle you to earn N-Gage Loyalty Points under this Scheme. Since the number of N-Gage Loyalty Points available for earning and allotting is limited, after Scheme Registration, you will be placed in your country’s Enrolment Queue (EQ) for this Scheme. You will be able to see information about your position in the EQ of your country in the Rewards section of the App.
3.4 There are a limited number of N-Gage Loyalty Points available for the users of each country. Some of the countries are excluded from the scheme and therefore no N-Gage Loyalty Points are available for the users of such a country. The Total Maximum amount of available N-Gage Loyalty Points under this scheme for your country in which you are registered as a user will be displayed in the rewards section of the App together with balance still available to be earned.
3.5 Subject to N-Gage Loyalty Points being available for your country and at the sole discretion of N-Gage, you will be notified as and when you are enrolled (Enrolment) into the Scheme through a message delivered in the App (“In-App Message”) and/or email at the address provided by you at the time of N-Gage Loyalty Points Account Registration. Such notification may arrive at any time from Scheme Registration until all available N-Gage Loyalty Points have been earned and granted at which time the Scheme will stop granting further N-Gage Loyalty Points. Please check the Rewards section of the App, regularly for updates in this regard. The criteria used to decide whether you are enrolled (Enrolment) or not may be a combination of the order of date of registration, random selection, selection based on your user activity or some other criteria which N-Gage may decide to adopt at its sole and absolute discretion.
3.6 You can start earning N-Gage Loyalty Points immediately upon confirmation of Enrolment into the Scheme as per terms in paragraph 4 below. You will be able to continue to earn N-Gage Loyalty Points until such time as all the available N-Gage Loyalty Points available under this scheme for your country have been granted. At this point your Enrolment Period would be deemed to have expired. (“Enrolment Period”)
3.7 Once the Enrolment Period has expired you will not be eligible to earn any further N-Gage Loyalty Points under this scheme. However, upon expiry of your Enrolment Period, you can participate in the other subsisting N-Gage Loyalty Points Earning Schemes by agreeing to and accepting the terms as may be applicable to such respective schemes.
EARNING N-GAGE LOYALTY POINTS:
Subject to you satisfying the requirements and accepting the terms set out in this Scheme, you will be entitled to earn and thereby be granted N-Gage Loyalty Points for the User Recruitment Activity undertaken by you through the App until such time as either this N-Gage Loyalty Points Earning Scheme closes in accordance with paragraph 6.3 or until such time as all the available N-Gage Loyalty Points for your country under this scheme have been granted and your Enrolment Period has expired. There is no limit on how many N-Gage Loyalty Points you can earn under this scheme subject to them being available in your country.
Once you have been Enrolled into this scheme You shall be entitled to earn as many N-Gage Loyalty Points under this Scheme as possible, subject to them being available for your country and before the expiry of your Enrolment Period. The number of N-Gage Loyalty Points you can earn will depend on the number of Recruit(s) recruited by you (User Recruitment Activity) as indicated below:
User Recruitment Activity:
2.0 N-Gage Loyalty Points will be allocated per Recruit
Any Recruits already attributed to another scheme you have participated in will be excluded for the purpose of calculating and granting of N-Gage Loyalty Points under this scheme
Any of your Recruits who are not part of and / or attributed to another recruitment scheme or another incentive scheme but were recruited by you before the commencement of the Enrolment Period may be attributed towards this scheme at the sole and absolute discretion of the management of N-Gage
Any person who had previously downloaded the App and registered as a user but had subsequently uninstalled the App and then again reinstalled the App and reregistered with the same mobile number as the first time as a result of your recommendation and or you showing the App and or them using a link shared by you will not be attributed towards your User Recruitment Activity and as a result will not earn you any N-Gage Loyalty Points for that user.
For the purpose of these Terms, a “Recruit” is a person who has downloaded the App and registered as a user of the App as a result of you recommending and or showing the App to that person. In order that the Recruit can be attributed towards your User Recruitment Activity, the Recruit must have registered as a user of the App and entered your mobile number in the “My Recruiter” section found under the “Account Settings under the Options” menu or used an approved link shared by you, through any means including the “Invite friends” section in the App, to download the App. Any person who had previously downloaded the App and registered as a user but had subsequently uninstalled the same and again reinstalled the App and reregistered with the same mobile number resulting from your recommendation and or showing the App and or using a link shared by you will not be attributed towards your User Recruitment Activity
In any event whether or not the Recruit is correctly attributed for the purpose of your User Recruitment Activity is your responsibility and neither N-Gage nor its employees or agents can be held responsible for any inaccuracies or omissions howsoever caused and any resulting loss of N-Gage Loyalty Points or their redemption value whether in cash or in kind. The only way N-Gage can know that the Recruit was a result of your efforts is by such user identifying the same by entering your mobile number, in “My Recruiter” section found in the “Account Settings under the Options” menu. In the event of the Recruit registering as a user without the approved link sent by you, you shall be responsible for ensuring that such Recruit enters your mobile number in “My Recruiter” section found in the “Options” menu as part of the Account Settings
All Recruits attributed to your User Recruitment Activity will be shown in your N-Gage Loyalty Points Account in the “Rewards” section of the App. You will also be able to identify the mobile numbers of the users you have recruited in the “Rewards” section of the App. If for any reason you cannot see the mobile number of the Recruit(s), it is your responsibility to first ensure that they have identified you as their Recruiter in their App as per paragraph 4.3. Your recruits will be able to identify you as their Recruiter only within 15 Business Days of their registration as an N-Gage user after they first download the App. and not thereafter.
RETAINING EARNED/GRANTED N-GAGE LOYALTY POINTS:
Once you have earned and have been granted N-Gage Loyalty Points you must maintain a minimum level of In App Activity on a monthly basis within the App (“In App Activity Level”). Your In App Activity Level will be measured by points (“In App Activity Points”). You will earn points for each of the In App Activities which will be published from time to time. Such information will be displayed in the “Rewards” section of the App. Additionally in order to retain your allocated, earned and or granted N-Gage Loyalty Points you will also be required to update to the latest version of the app available for your device within 30 days of the same being available in the appropriate store. We will send you notification via the app and or email to notify you of such updates when available.
Each month N-Gage will publish a list of In App Activities and the In App Activity Points which such In App Activities will earn you for the following month. At the same time N-Gage will publish the minimum In App Activity Level you must reach for that month. Such minimum In App Activity will be measured by the In App Activity Points you will earn for each of the In App Activities.
Each month you must achieve the minimum In App Activity Level by earning the appropriate Minimum In App Activity Points as published by N-Gage in the previous month. You must continue to do so until such time as you have exchanged your N-Gage Loyalty Points with WLC or have been advised otherwise by N-Gage in writing by an In App Message and or email to the address provided at the time of registering for your N-Gage Loyalty Points Account
The In App Activities, In App Activity Points and the In App Activity Levels required each month will be shown in the rewards section of the App. In the same section you will be able to see the amount of In App Activity Points you have earned for each month and whether you have reached the required minimum levels of the In App Activity for each of those months
Failure to maintain the minimum monthly In App Activity Level for each month will result in your earned N-Gage Loyalty Points being forfeited and withdrawn from your N-Gage Loyalty Points Account and you will no longer be able to redeem or exchange the same. Under no circumstances, except at the sole and absolute discretion of N-Gage, can the forfeited and withdrawn N-Gage Loyalty Points be reinstated back to your N-Gage Loyalty Points Account. However, such forfeited and withdrawn N-Gage Loyalty Points will be used as N-Gage sees fit at it’s sole and absolute discretion.
5.6 In the event your N-Gage Loyalty Points are forfeited or withdrawn
for any reason, you will not be permitted to participate under this Scheme again, however, you can participate in the other subsisting user N-Gage Loyalty Points Earning Schemes by agreeing to and accepting the terms as may be applicable to such respective schemes.
5.7 Your In App Activity Points granted to you in accordance with these Terms will be displayed in the Rewards section of the App which will be updated on a daily basis at midnight GMT. Your In App Activity Level will be measured on a monthly basis. If during the course of any month, we find that your In App Activity Level does not meet the minimum monthly In App Activity Level for such a month, you will receive an automated in-App Message and or an email from us, notifying you of the In App Activity Level you need to meet during such a month. You shall be solely responsible to check and maintain your In App Activity Level and any failure to receive In-App Messages and/or email shall not prejudice any right of N-Gage to forfeit the N-Gage Loyalty Points for non-maintenance of In App Activity Level. In the event you do not meet the minimum In App Activity Level for any particular month, the In-App Activity Points and the N-Gage Loyalty Points earned by you shall be forfeited and shall not be re-instated to your N-Gage Loyalty Points Account at a later date, except at the sole discretion of the management of N-Gage.
MAXIMUM LOYALTY POINTS:
N-Gage Loyalty Points under this Scheme shall be granted on a first come, first served basis.
The maximum number of N-Gage Loyalty Points available under this Scheme, which shall be earned, allotted and granted shall not exceed 195,000,000 Loyalty Points (“Maximum Loyalty Points”).
Subject to paragraph 6.4 below, from the date on which the Maximum Loyalty Points under this Scheme have been utilized, allotted and granted to Users (and may not be revoked, lost or surrendered by any User) no more N-Gage Loyalty Points will be granted to any user. At the sole and absolute discretion of N-Gage any revoked, lost or surrendered N-Gage Loyalty Points may be granted to other users registered under this Scheme and who are next in the Enrolment Queue subject to their meeting the requirements as per paragraph 4. In any event no N-Gage Loyalty Points will be granted to any user on or after 30th April 2019, i.e. when this Scheme is closed (“Scheme Closure”).
Notwithstanding anything contained in paragraphs 6.1, 6.2 and 6.3 no more N-Gage Loyalty Points will be granted on or after the occurrence of a “Trigger Event” even if the Trigger Event occurs before the Scheme Closure. A Trigger Event will include any of the following:
Share Sale: the transfer of N-Gage Shares held by Wellness Technology and Media Group Ltd (a Jersey based Company) , on an arm’s length basis, which would result in a third party purchaser acquiring more than 50% of the Shares (more accurately defined in the Appendix hereto);
Disposal: the Disposal (more accurately defined in the Appendix hereto) by N-Gage of all, or a substantial part of, its business and assets; and/or
Listing: the admission of all or any of the Shares of N-Gage, or securities representing such Shares to the Official List of the Financial Conduct Authority or on the AIM market operated by the London Stock Exchange PLC or to any recognised investment exchange (more accurately defined in the Appendix hereto).
WITHDRAWING, FORFEITING AND EXPIRY OF N-GAGE LOYALTY POINTS AND IN APP ACTIVITY POINTS:
Notwithstanding anything contained in paragraph 2.6 above, your earned, allocated and or granted N-Gage Loyalty Points and In App Activity Points may be withdrawn and/or forfeited, at our sole and absolute discretion, if:
Your N-Gage Loyalty Points have not been redeemed as per the terms of the N-Gage Loyalty Point Redemption Scheme Terms, especially paragraph 6 and 7 of the same, with Wemet Loyalty Company (WLC) within such stipulated time period as notified to you.
Wemet Loyalty Company (WLC) or N-Gage is liquidated or wound up for any reason;
You do not maintain the In App Activity Level as outlined in clause 5.
In any event all N-Gage Loyalty Points and In App Activity Points will expire on 31st March 2025 after which point WLC will close the N-gage Loyalty Points Redemption Scheme. This date may be extended at the sole and absolute discretion of N-Gage.
EXCHANGE OF N-GAGE LOYALTY POINTS:
Exchange and redemption of your N-Gage Loyalty Points will be in accordance with the terms and conditions set out in this agreement and the N-Gage Loyalty Points Redemption Scheme Terms, a separate agreement with Wemet Loyalty Company (WLC) subject in particular but not limited to paragraphs 8.2, 8.3, 8.4, 8.5 and 8.6 of this agreement and can only be exchanged and or redeemed exclusively with WLC and not N-Gage or any other party associated with N-Gage and or WLC
The number of earned N-Gage Loyalty Points under this scheme you will be able to redeem will be determined as follows and will be subject to your having maintained your minimum In App Activity Levels for each and every month until the time of Exchange and or Redemption of the N-Gage Loyalty Points
At the time of exchange and or redemption of the N-Gage Loyalty Points N-Gage will take a count of the total number of your Active N-Gage friends (as defined in Appendix 1 of this agreement) as of that date.
8.4 At such time as in paragraph 8.3, for each of your Active N-Gage Friends you will be allowed to redeem two (2) N-Gage Loyalty Points which you have been allocated, have earned or been granted under this scheme but subject to a maximum of your allocated, earned and or granted N-Gage Loyalty Points under this scheme. The balance of the N-Gage Loyalty Points you have earned under this scheme if any will be forfeited
8.5 Your allocated, earned and or granted N-Gage Loyalty Points under any scheme can be exchanged and or redeemed in a single transaction only. The balance if any of the N-Gage Loyalty Points allocated, earned and or granted under any of the N-Gage Loyalty Points Earning Schemes following such a transaction will be forfeited and withdrawn from your N-Gage Loyalty Points account and will no longer be available to you for further exchange and or redemption. Such withdrawn and or forfeited N-Gage Loyalty Points will be used as N-Gage sees fit at it’s sole and absolute discretion.
Neither N-Gage nor Wemet Loyalty Company (WLC) nor their directors, employees or agents or anyone connected with them whether directly or indirectly guarantee any redemption value for the N-Gage Loyalty Point whether in cash or in kind other than a cash value of £0.00001 per N-Gage Loyalty Point, such redemption can only be in accordance with the terms of the N-Gage Loyalty Points Redemption Scheme.
USE OF THE APP:
HOW WE USE YOUR PERSONAL INFORMATION:
We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms for any loss of profits, sales, business, or revenue, loss or corruption of data, information or software, loss of business opportunity, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.
Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the N-Gage Loyalty Points and its redemption value whether in cash or in kind or the In App Activity Points. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
EVENTS OUTSIDE OUR CONTROL:
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an “Event Outside Our Control”. We may withdraw all N-Gage Loyalty Points if there is an Event Outside Our Control. For the purposes of these Terms an Event Outside Our Control shall mean any act or event beyond our reasonable control, including but without limitation enactment or amendment to any existing laws, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
COMMUNICATIONS BETWEEN US:
When we refer in these Terms to “in writing”, this will mean e-mail and in case of N-Gage shall also mean an In-App Message.
Any notice or other communication given by you to us, in connection with the N-Gage Loyalty Points Earning Scheme shall be in writing and shall be addressed to us at [email protected]
Any notice or communication given by us to you, under or in connection with these Terms shall be in writing and shall be addressed to the email address provided by you at the time of Account Registration. Any notice or communication from us to you may also be given to you through In-App Message.
A notice will be deemed to be delivered on the same date when that email is sent and or In App Message was sent once it reaches the N-Gage servers whether it was retrieved by you or not
OTHER IMPORTANT TERMS:
We may transfer and/or assign our rights and obligations under the Terms to another organisation.
You shall not transfer or assign your rights or your obligations under these Terms to any other person.
These Terms are between you, a participant of the N-Gage Loyalty Points Earning Scheme on the N-Gage Lifestyle Messenger Mobile Application and us, Your Wellness Group Limited. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
You understand that in entering into this agreement you do not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms.
These Terms are governed by English law. This means these Terms and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
You acknowledge and agree that you shall be solely responsible to fulfill, satisfy or comply with any regulations applicable to you in respect of earning, maintaining and redemption of N-Gage Loyalty Points in your respective country.
If you wish to contact us for any reason you can contact us by e-mailing us at [email protected]
APPENDIX – 1
This Appendix shall be considered to be an integral part of the User N-Gage Loyalty Points Earning Scheme One and may be amended from time to time, without prior notice.
The definitions and rules of interpretation in this clause 1 apply in the Scheme.
Active N-Gage Friends:
Any person who is a Recruit as per paragraph 4.3 and has used the App at least once in the previous 30 days and has remained a user of the App since they were recruited under the terms of the User N-Gage Loyalty Point Earning Scheme One. In addition it is also any person who was Recruited by you after all the N-Gage Loyalty Points had been granted under this scheme and has maintained the use of the App since they were recruited by you and have also used the App at least once in the previous 30 days. The definition also includes those friends that are listed in your phones address book and have registered as users of the App and have used the App at least once in the previous 30 days, whether or not they were recruited by you.
In App Activity:
Shall have the meaning assigned under paragraphs 5.1, 5.2, 5.3
A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
The disposal by Your Wellness Group Limited of all, or a substantial part of, its business and assets.
Shall have the meaning assigned to it under paragraph 3.6 hereto.
Shall mean the period between Scheme Registration as defined in paragraph 3.2 and Enrolment as defined in paragraph 3.5
The successful application and admission of all or any of the Shares, or securities representing such Shares to the Official List of the Financial Conduct Authority or on the AIM market operated by the London Stock Exchange plc, or the Nasdaq National Stock Market of the Nasdaq Stock Market Inc., or to any recognised investment exchange (as defined in section 285 of the United Kingdom Financial Services and Markets Act 2000).
Loyalty Points Available:
The maximum number of N-Gage Loyalty Points available for this User Loyalty Points Earning Scheme One is 195,000,000
N-Gage Champions Account:
This shall have the same meaning as N-Gage Loyalty Points Account wherever it appears
Shall have the meaning assigned to it under paragraph 4.3 hereto.
Means this User N-Gage Loyalty Points Earning Scheme One, as amended from time to time, run and operated by Your Wellness Group Limited on the N-Gage Lifestyle Messenger Application relating to the granting of N-Gage Loyalty Points to a user of such Scheme which can be redeemed at a later date in accordance with N-Gage Loyalty Points Redemption Scheme Terms, a separate agreement with Wemet Loyalty Company.
Means the issued share capital of Your Wellness Group Limited.
The sale of (or the grant of a right to acquire or to dispose of) any Shares (in one transaction or as a series of transactions) which would, if completed, result in the buyer of those Shares (or grantee of that right) and persons acting in concert with him together acquiring a Controlling Interest, except where the identities of the shareholders in the buyer and the proportion of shares of the buyer held by each of them following completion of the sale are the same as the identities of the Shareholders and their respective shareholdings in N-gage immediately before the sale.
Means, in relation to Your Wellness Group Limited, either a Share Sale, Disposal or Listing.
User Recruitment Activity:
Shall have the meaning assigned to it under paragraph 4.2
Means www.n-gage.com and includes any upgrades and any other software or documentation which enables its use.
Wellness Technology and Media Group Ltd:
Means the Jersey based company which owns 100% of the shares in N-GAGE and WLC
Clause headings shall not affect the interpretation of this agreement.
References to clauses are to the clauses of this agreement.
Words in the singular shall include the plural and vice versa.
Where the words include(s), including or in particular are used in this agreement, they are deemed to have the words “without limitation” following them. The words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
Version 1 dated 27/7/2016