Terms & Conditions

Terms and Conditions

 

Last Updated: 11 October 2021.

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MindHug Ltd General Terms and Conditions.

PLEASE READ THE TERMS OF THIS POLICY CAREFULLY BEFORE USING THE SITE. BY USING THIS SITE AND/OR ANY MINDHUG PLATFORM AND/OR APP YOU ARE AGREEING TO ABIDE BY THESE TERMS. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE THIS SITE, OUR APPS OR ANY OF OUR PLATFORMS. 

General Information

This webpage sets out the MindHug Terms of Use, Terms and Conditions for Customers, and Terms and Conditions for Therapists, Partners and Suppliers (which is also known as the ‘Key Terms of Business’). These Terms are collectively the “MindHug General Terms and Conditions” or the “Terms”. 

These Terms contain the terms and conditions on which we supply content, products or services listed on www.mindhug.io (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”). Please read these terms and conditions carefully before using our Products or ordering any Products from the Website or third party App stores (e.g. the Apple App Store, the Android Play Store, Amazon, etc.). 

The terms “MindHug,” “us” or “we” refers to MindHug Ltd. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Products. When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. In such a situation, if you do not click “I accept”, you may not be able to purchase the Products or gain access to them. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products.

The Terms have been split up into three sections for ease of reference. They are as follows: 

  1. Terms of Use

  2. Terms and Conditions for Customers

  3. Terms and Conditions for Therapists, Partners, Suppliers and Consultants

  1. Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SITE OR APP

What’s in these terms?

These Terms contain the terms and conditions on which we supply content, products or services listed on www.mindhug.io (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”). Please read these terms and conditions carefully before using our Products or ordering any Products from the Website or third party App stores (e.g. the Apple App Store, the Android Play Store, Amazon, etc.). 

Who we are and how to contact us

MindHug.io is a site operated by MindHug Ltd (“We”). We are registered in England and Wales under company number 12293600 and have our registered office at Bury Lodge, Bury Road, Stowmarket, Suffolk IP14 1JA

To contact us, please email hello@mindhug.io.

MINDHUG LTD ARE AN INTERMEDIARY AND DO EMPLOY THERAPISTS OR PRACTITIONERS. WE DO NOT GIVE ADVICE, MEDICAL OR OTHERWISE. 

SHOULD YOU HAVE ANY QUESTIONS OR CONCERNS PLEASE CONSULT YOUR DOCTOR OR THERAPIST.

THE OPINIONS OF ANY THERAPISTS OR CLINICIANS ON OUR PLATFORM IS NOT NECESSARILY THE OPINION OF MINDHUG.

Who may use our Website, Apps or Products

Anyone may use our Products providing:

i) They have created a valid account, using their own details;

ii) They are over the age of 18;

iii) They have not been prohibited by us from using our Products;

iv) They are not committing an unlawful act whilst using our Products; and

v) They are mentally capable of entering into this agreement, as determined by law.  

If you are under the supervision of a medical doctor, clinician, psychologist or therapist, please seek their advice before subscribing. 

By using our site you accept these terms

By using our site, you confirm that you accept these terms of use and that you agree to comply with them.

If you do not agree to these terms, you must not use our site.

We recommend that you print a copy of these terms for future reference.

There are other terms that may apply to you

These terms of use refer to the following additional terms, which also apply to your use of our site:

  • Our Privacy Policy

  • Our Data Retention Schedule which sets out how we retain and dispose of your data.

  • Our General Terms and Conditions which sets out the permitted uses and prohibited uses of our site, and governs all consumer and business relationships with us. When using our site, you must comply with our General Terms and Conditions.

We may make changes to these terms

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. 

We may make changes to our site

We may update and change our site from time to time to reflect changes to our products, our users’ needs, our business priorities and any changes in applicable law. 

We may suspend or withdraw our site

Access to our site has been made available free of charge.

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

We retain the right to prohibit or restrict you from using our Products if we determine that you have used our Products for Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes). 

We retain the right to prohibit or restrict you from using our Products if we determine that you have and/or are harassing, abusing, or threatening our staff, Therapists or users. 

We may transfer this agreement to someone else

We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

You must keep your account details safe

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at privacy@mindhug.io.

How you may use material on our site

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.

You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Do not rely on information on this site

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.

Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

We are not responsible for websites we link to

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

User-generated content is not approved by us

This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.

How to complain about content uploaded by other users

If you wish to complain about content uploaded by other users, please contact us at hello@mindhug.io.

Our responsibility for loss or damage suffered by you

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

  • Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our General Terms and Conditions.

If you are a Therapist, Partner, Supplier or Business:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.

  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

  • use of, or inability to use, our site; or

  • use of or reliance on any content displayed on our site.

  • In particular, we will not be liable for:

  • loss of profits, sales, business, or revenue;

  • business interruption;

  • loss of anticipated savings;

  • loss of business opportunity, goodwill or reputation; or

  • any indirect or consequential loss or damage.

If you are a Customer or User:

  • Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

  • We will not be liable for any defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill.

How we may use your personal information

We will only use your personal information as set out in our PRIVACY POLICY.

Uploading content to our site

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy [INSERT AS LINK TO PRIVACY POLICY].

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any content you upload to our site will be considered non-confidential and non-proprietary, unless we have stated otherwise at the time of upload. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.  

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.

You are solely responsible for securing and backing up your content.

We do not store terrorist content.

Rights you are giving us to use material you upload

When you upload or post content to our site, you grant us the following rights to use that content:

  • a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, distribute, prepare derivative works of, display, and perform that user-generated content in connection with the service provided by the website and across different media including to promote the site or the service to expire when the user deletes the content from the site or as outlined in the Data Retention Schedule;

  • a worldwide, non-exclusive, royalty-free, transferable licence for partners or advertisers to use the content in accordance with the functionality of the site to expire when the user deletes the content or as outlined in the Data Retention Schedule.

We are not responsible for viruses and you must not introduce them

We do not guarantee that our site will be secure or free from bugs or viruses.

You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.

You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

Rules about linking to our site

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to our site in any website that is not owned by you.

Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.

If you wish to link to or make any use of content on our site other than that set out above, please contact hello@mindhug.io.

Which country’s laws apply to any disputes?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

 

  1. Terms and Conditions for Customers

  1. General Information

These Terms contain the terms and conditions on which we supply the content, products or services listed on our Website or our Apps, or via any other delivery method. 

These Terms may be updated from time to time without notice, at the sole discretion of MindHug. Any changes or updates will be effective immediately upon posting to our Website. Your continued usage of the Products constitutes your agreement to abide by the Terms as changed. MindHug are not required to notify you of these change of terms, but may elect to do so. 

By using our Products you accept to be bound by, and to abide by these Terms. If you do not agree to abide by these Terms, refrain from using our Website and/or Products. 

  1. Memberships and Subscriptions

2.1 Becoming a Member

You may sign up as a registered user of the Products free of charge (a “Member”). To become a Member you need to go to the relevant section of the Products, then submit your first name, last name and email address to us, and create a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one Member account.

In the course of your use of the Products, you may be asked to provide certain personalized information to us (such information is referred to hereinafter as “User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the MindHug Privacy Policy. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date. 

By registering for a MindHug account, or by using the Products, you warrant that:

i) You are over 18; 

ii) You are legally capable of entering into binding contracts; 

iii) All of the registration information you have provided is both truthful and accurate; 

iv) Your usage of the Products does not violate any applicable law or regulation; and

v) You will abide by these Terms. 

2.2 Members

You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.

You are responsible for ensuring that your actions do not constitute harassment, or create an unsafe or abusive environment for our team, our Therapists, or our Users. 

2.3 Memberships

As a MindHug Member you will receive access to certain sections, features and functions of the Products that are not available to non-members.

By agreeing to become a Member you may receive occasional special offers, marketing, and survey communication emails with respect to the Products. You can easily unsubscribe from MindHug commercial emails by opting out.

You are not permitted to sell, transfer, or exchange membership accounts or subscriptions under any circumstance. This applies to any accounts, whether discounted, subsidised, free or a subscription. 

2.4 Subscriptions

MindHug account holders may access the Products in two ways: i) “Basic” or ii) “Paid”. 

Basic account holders use a free service, which gives limited access to certain content. 

Paid account holders use a subscription fee-based service, giving access to content beyond that of the Basic account holder. 

Paid subscriptions are annual, and paid for as an upfront payment, with automatic annual renewals. You acknowledge and agree that MindHug is authorised to charge the Payment Method used for (i) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the non-discounted renewal subscription fee(s). 

You must cancel your subscription with one year’s notice. Refunds cannot be claimed for any partial subscription period.

Account holders may also book in sessions with our Therapists. All sessions must be paid 48 hours in advance of the session. If sessions are not paid for 48 hours before a session, MindHug and/or the Therapist retain the right to cancel a session. 

You agree to promptly notify MindHug of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees, charges and taxes, and all subscriptions purchased by you. 

Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. All prices in Pound Sterling are exclusive of VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through MindHug for commercial purposes.

We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.

  1. Cancellation of Services

You may only cancel your subscription at the end of the year’s billing cycle. Subscriptions will automatically renew unless cancelled before the end of the billing cycle. If you cancel before the minimum 1 year period, you will still be charged for the full year. Cancellation will only take place if done before the end of the billing cycle. MindHug may permit earlier cancellation at their discretion. 

We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorised copying or downloading of our audio or video content from the Products.

 

  1. Licences and Copyright

These Terms set out the agreement between you and us for the supply of our Products. In order to use or participate in our products you might be required to create an account or agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where any such terms are inconsistent with these Terms, the additional terms shall take precedence.

In order to use our Products we will provide you with a revocable, worldwide licence to use our products as permissible by the MindHug General Terms and Conditions. We may revoke this licence at any time, for any reason. 

All materials (including software and content whether downloaded or not) contained in the Products are owned by MindHug (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.

The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.

A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by MindHug through the Products that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), MindHug grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.

You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United Kingdom, other countries, and may be subject to liability for such unauthorized use. MindHug will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

MindHug©, the MindHug logo and all other MindHug product or service marks are trademarks of MindHug. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. MindHug will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.

  1. Prohibited Use of the Products

You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorised manner.

You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.

By breaching the provisions of this section 5, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

You agree not to use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of MindHug.

  1. Availability

Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at hello@mindhug.io and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time.

Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing hello@mindhug.io.

  1. Disclaimers

The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

MindHug is not a health care or medical device provider, nor should our Products be considered medical advice.

Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

If you are under the supervision of a medical doctor, clinician, psychologist or therapist, please seek their advice before subscribing. 

  1. General Terms

8.1 Assignment

MindHug may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

8.2 Indemnity by You

You agree to defend, indemnify and hold MindHug and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your negligent, reckless, or willful misuse of the Products, (ii) your placement or transmission of any message, content, information, software, or other submissions through the Products, (iii) any third-party claims of bodily injury, death, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions related to your use of the Products; or (iv) your breach or violation of the law or of these Terms. MindHug reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with MindHug in defense of such claim.

8.3 Warranties and Limitations

We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.

We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.

Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall MindHug be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products, unless caused by MindHug’s gross negligence, recklessness, or willful misconduct.

The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe the rights of third parties.

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.

8.4 No Waiver

If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.

8.5 Force Majeure

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

8.6 Interpretation

In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.

8.7 Electronic Communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

You can contact us via email at hello@mindhug.io to unsubscribe from further communications, or ask any questions. Unsubscribing from communication may impact your ability to use the Products.

We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by law.

8.8 Notices

Unless otherwise specifically indicated, all notices given by you to us must be given to MindHug at our registered address: Bury Lodge, Bury Road, Stowmarket, Suffolk IP14 1JA.

We may give notice to you at the e-mail address you provide to us when you register. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.

8.9 Entire Agreement

These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.

8.10 Third Party Rights

A party who is not party to these Terms will not have any rights under or in connection with these Terms. 

8.11 Limitation of MindHug’s Liability

We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products in question. In addition, we will not be liable for:

  1. Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).

  2. Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us.

  3. Any use of websites linked to the Products but operated by third parties.

TO THE FULLEST EXTENT PERMITTED BY LAW, MINDHUG AND ITS AFFILIATES, SUPPLIERS, CLIENTS OR LICENSORS (COLLECTIVELY, THE “PROTECTED ENTITIES”) SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT, ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE PRODUCTS OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE PRODUCTS, OR LOST BUSINESS OR LOST SALES, OR ANY ERRORS, VIRUSES OR BUGS CONTAINED IN THE PRODUCTS, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON OR THROUGHOUT THE PRODUCTS. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THESE TERMS OF USE OR YOUR USE OF THE PRODUCTS EXCEED, IN THE AGGREGATE, THE ACTUAL AMOUNT, IF ANY, PAID BY YOU TO MINDHUG FOR YOUR USE OF THE PRODUCTS IN QUESTION.

Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall MindHug be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products.

8.12 Mediation

Should there be any disputes, both parties agree to go to Mediation before making an application at Court.

8.13 Severability

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

8.14 Choice of Law

These Terms and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales. 

​

  1. Terms and Conditions for Therapists, Partners, Suppliers and Consultants

(also known as ‘General Terms of Business’)

 

Last Modified: October 2021

BACKGROUND

(A) These Terms, along with the MindHug’s General Terms and Conditions, govern the relationship between MindHug Ltd (incorporated and registered in England and Wales with company number 12293600) (MindHug; us) and any Suppliers or Consultants that they may contract for Services (you). 

(B) MindHug may amend/update these Terms from time to time without informing the Supplier and/or Consultant. All updated versions will be available on their website. 

(C) These Terms can be found on MindHug’s website, and are supplemental to any existing or future agreements with MindHug Ltd. 

  1. Agreed Definitions

Applicable Laws: all applicable laws, statutes, regulations from time to time in force. 

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and  related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Services: the services as set out in the Key Terms of Service, and/or any Service Notices. 

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

VAT: value added tax chargeable in the UK.

  1. Service Agreement Details

The commencement date, and any other key dates for any Services provided will be set out in the Key Terms of Business document, and any supplemental Service Assignments (“Assignments”) – a template of this has been attached to this agreement.. 

We will discuss any key services requirements with you (including but not limited to, deadlines, key service requirements, remuneration, how and where to deliver the Services, travel, expenses) before you will carry out the Services. Should you have any concerns regarding the Services, the onus is on yourself to query it with us before undertaking the Service. In rare circumstances, you or your agents may be required to travel or incur reasonable expenses. Where this is the case, MindHug may offer to reimburse you for such costs. MindHug will only reimburse you for costs approved by us prior to the expense being made. We will not reimburse you for retrospective costs.

  1. Duties and Regulatory Obligations

It is your responsibility to ensure that all of your relevant experience and qualifications current and fully up to date. Where you have a page or references on our website or our platform, it is your responsibility to regularly review these and update them. 

You agree: 

  • if you are regulated by a legal or professional body that you will: (a) keep up-to-date with your professional status and any other information required by them, including notifying them of any changes in place of practice; and (b) maintain an appropriate, current practising certificate which you shall provide to MindHug prior to the commencement of any Services, and upon each renewal;

  • to use all reasonable skill and care in carrying out your Services, to provide your Services in accordance with applicable law and professional rules (including laws and regulations of England and Wales), including those relating to anti-money laundering, anti-bribery and corruption, the facilitation of tax evasion by any third party and data privacy, and you will not do anything to bring MindHug or their clients into disrepute;

  • to comply with the MindHug Handbook and any other relevant policies of MindHug, including policies relating to personal and professional conflicts, security and health and safety insofar as they are communicated and applicable to you;

  • to cooperate fully and in a timely fashion if MindHug or a regulatory authority requests information and/or records in relation to any Assignment; 

  • that you are responsible for personally undertaking Services, workshops or events as agreed with MindHug, and that you will notify us as soon as you become aware of any circumstances which may affect your, or our, ability to fulfil contractual obligations;

  • that you will return all documents and property belonging to MindHug or their affiliates upon completion of an Assignment or as may reasonably be requested by MindHug from time to time, and shall not retain any copy of them or permit them to be used by any other person. 

  1. Hours of Work

The nature of your Services may require reasonable flexibility with regards to your working hours and/or Service deadlines, and you agree that any time worked in excess of the normal hours set out in the Agreement is reasonable in so far as it is necessary for you to fulfil the requirements of the Service. Your remuneration incorporates a component in recognition and in anticipation of this flexibility. If you feel that our expectations regarding the hours you are being asked to work exceed what is reasonable, please contact us and we can resolve this. 

You agree that nothing in these Terms grants you the status of a MindHug employee. As such, it is your responsibility to ensure that you are complying with your minimum rest break entitlements as set down in The Working Time Regulations 1998. Unless notified you will not be paid for any rest breaks. 

We may request multiple Services or Assignments with you simultaneously. If this is the case, you must discuss with us your availability, and confirm that you will be able to fulfil the requirements of all Services simultaneously. 

  1. Remuneration

MindHug is an intermediary service and not an employer. MindHug will be paid by the Customer or User for any sessions you provide. Upon receipt of a valid invoice, MindHug will then pay you your fee for any services provided.

Invoices will be rejected if they do not take into account MindHug’s commission. You agree that MindHug will receive 20% commission from any services or sessions you provide to our Customers or Users. MindHug will retain any commission fees before any payments can become payable to you.

Your remuneration is as set out in the Key Terms of Service or any Service Assignments. You agree that you will be responsible for paying any income/local taxes that become applicable as a result of any remuneration, and that you will pay these taxes from your remuneration and/or your own monies. 

The terms of remuneration for any further Service Assignments will be detailed in the Service Assignment documentation, and you will be paid into your nominated bank account unless we notify you otherwise. 

Payment will be made in GBP Sterling within 30 days of you providing MindHug with a valid invoice, unless otherwise agreed. You invoice will provide details of the amount of the fee payable for the Services, in addition to the Services that were provided. If the Consultant or Consultant would prefer a more frequent part payment (ie monthly payments) then they must make a written request to MindHug for this. In such cases, MindHug will continue to pay valid invoices within 30 days of receipt, and the invoice must outline it’s relevant period, the Services completed during the relevant period, the amount payable and (where relevant) the remaining outstanding balance for the Services. 

Payment in full or part of the fees claimed under clause 5 shall be without prejudice to any claims or rights of MindHug against the you in respect to the provision of the Services. 

  1. Notice and Termination

Either party may terminate this Agreement with 30 days written notice. Written notice includes email, but excludes faxes. 

During any notice period, you will have the ongoing obligations set out in this Agreement. 

Upon termination of this Agreement, any obligations designed to be ongoing (ie Confidentiality, Data Protection, Indemnities, Intellectual Property, Liabilities, Non-Solicitation, Severance) will continue. 

We may terminate this and any Agreement immediately where there is misconduct or serious breach of the Terms. In this case, any remuneration will be apportioned up to the date of Termination. We retain the right to claim for any damages, liability or loss due as a result of this misconduct or breach of Terms. 

  1. Health and Safety

Whilst working with us, it is important that you abide by MindHug’s Health and Safety policies. You should ensure that any Services provided adhere to all applicable Health and Safety guidelines insofar as they are applicable. Should you have any concerns about health and safety that you are unable to rectify, you must inform us as soon as is practical. 

  1. Confidential Information

“Confidential Information” means any and all information relating to all or any part of the business, property, assets, financial affairs, management, affiliates, administration or clients of MindHug and/or their clients and which is, or which is treated by MindHug and/or the Client and/or any relevant regulatory bodies, as being confidential. This includes any information in relation to which MindHug owes a duty of confidentiality to a third party but shall not include any information in the public domain (other than to the extent that it is in the public domain due to a breach of any obligations by you). 

All MindHug and/or client information learnt in the course of this Agreement is confidential and may only be used for the purpose of fulfilling any Agreements or Assignments with us. No copies of these materials may be removed or retained upon termination of our Agreements with you. Further details regarding your obligation of confidentiality can be found in the MindHug Handbook. 

  1. Intellectual Property

All intellectual property rights (and analogous rights) in all existing and future material developed or created by or in conjunction with you or any Agreement or Assignment with us, shall vest in and remain with MindHug 

You agree to execute any assignment or other document reasonably requested by MindHug (and at its expense) for the purpose of giving full effect to this clause or to transfer such rights to MindHug. 

You hereby irrevocably and unconditionally waive all moral rights to which you may now or at any time in the future be entitled under the Copyright Designs and Patents Act 1988 (and under any similar laws in force from time to time throughout the world) in respect of the material created by you in the course of this or any Agreement with us. 

The Supplier warrants that the receipt, use of and onward supply of the Services by the Customer and its permitted sub-licensees shall not infringe on the rights, including Intellectual Property Rights, of any third party. 

The Supplier shall, subject to clause 14, indemnify the Customer in full against all liabilities, costs, expenses, damages and losses (including any direct and indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the services. 

  1. Data Protection

You agree to comply with our data protection and confidentiality policies contained within the MindHug Handbook. You agree to comply with any data protection laws and regulations that affect England and Wales, and the country that you currently reside in. 

As part of your Agreement with us, we will process personal data and potentially sensitive personal data (also known as ‘special categories’ of personal data) about you from time-to-time. We will process such personal data and sensitive data in accordance with applicable data protection legislation and in accordance with our data protection policies as outlined in the MindHug Handbook, as amended from time to time. The latest version can be found on our website. Your MindHug contact will be able to assist you should you have any queries regarding the processing of your personal data and sensitive personal data by MindHug or on our behalf. 

  1. Outside Services

You are free to seek and accept other employment, contracts, roles or positions during your Agreement with MindHug. However, in order for us to appropriately manage our relationships with yourselves and our clients, you must notify us in good time before you accept an appointment which conflicts or may potentially conflict with our interests, or the interests of one of our clients whom you currently work with, or you previously have worked with. 

If we reasonably consider a proposed appointment or role will create a professional or commercial conflict of interest with the Services provided for MindHug, whilst you are in Agreement or in Assignment with us, then you agree to enter into discussions with us with a view to reaching a mutually acceptable solution. 

You will also ensure that any other employment, contracts, roles or permissions do not affect your ability to fulfil the requirements of our Agreements and/or Assignments. 

You are free to use subcontractors to help you fulfil any Services or Assignments for us. These subcontractors must be bound by a Non-Disclosure Agreement or Confidentiality Agreement no less stringent than the one you have with us. You will be directly responsible for any Services provided by the subcontractor, and you will be responsible for overseeing all of their work. Should the subcontractor breach any of the Terms of Agreement or Assignment, or should they cause you to do so, you undertake all responsibility and consequences. Any payments or remuneration owed to any subcontractor is your responsibility. 

You agree to inform us before engaging any subcontractors. When informing us, you will provide us with the name and details of the subcontractor and subcontracting company. We retain the right to refuse your engagement of certain subcontractors without providing a reason for this refusal. If we refuse a subcontractor, you will be allowed to find a different, more suitable one.

You agree to inform us before providing any subcontractors with any data, personal information or confidential information pertaining to us, our business, the Services or our clients. We retain the rights to refuse your provision of any of this information to a subcontractor, without providing you any reason for doing so. 

Where you provide any consulting or therapy services (whether in the form of advice, assistance or information) outside of this contract and not to us or our clients, but to non-MindHug clients, the services must not be carried out for or on behalf of, or in any association with, MindHug. 

  1. Non-Solicitation

We have invested a substantial amount of time and effort in the development of our relationships without our clients, consultants and employees. For the purpose of this clause, a “Connected Person” means: Any client, consultant, Director or employee of MindHug or its associated entities, during or within one year prior to the termination of any Agreement or Assignment with MindHug with whom you had dealing or interactions with, during your contract(s) with MindHug. 

To protect our goodwill, you will not, upon the Termination of your Agreements with MindHug and for a period of 12 months thereafter, on your own account or for any other person, firm or business: 

  • Perform work of a similar, consulting or therapeutic nature for any Connected Person (or endeavour to do so) without any prior written consent; or

  • Employ, engage, solicit, interfere with or endeavour to entice away from MindHug or from a MindHug associated entity any client, consultant, Director or employee of MindHug or a MindHug associated entity. 

  1. Indemnities

The Consultant or Consultant shall indemnify MindHug against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs, and all other reasonable professional costs and expenses) suffered or incurred by MindHug arising out of, or in connection with: 

  1. Any claim made against MindHug for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, receipt, supply or use of the Services;

  2. Any claim made against MindHug by any third party for death, personal injury or damage to property arising out of or in connection with defects, negligence or breach of Terms on by the Consultant or Consultant, any of their subcontractors or affiliates, or from the Services, or from the provision of the Services.

  1. Liabilities

MindHug has obtained insurance cover in respect of its own legal liability for individual claims not exceeding £500,000 per claim. The limits and exclusions in this clause reflect the insurance cover that MindHug has been able to arrange. The Consultant or Consultant is responsible for making their own arrangements for the insurance of any excess loss. The Consultant or Consultant will make available proof of valid insurance to MindHug upon request. 

Subject to the liabilities which cannot be legally limited, MindHug’s total liability to a Consultant and/or Consultant: 

  1. For damage caused to property caused by negligence of its employees and agents in connection with this Agreement shall not exceed £500,000;

  2. For loss arising from MindHug’s failure to comply with its data processing obligations shall not exceed £500,000;

  3. For all other loss or damage which does not fall within sub-clause (a) or (b) shall not exceed £500,000.

References to liability in this clause include every kind of liability arising under or in connection with this Agreement, or any Agreements or Assignments with MindHug. This includes, but is not limited to, liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. 

Nothing in this Agreement limits any liability which cannot legally be limited. 

  1. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

  1. General

Where applicable, we hold the benefit of and may seek to enforce your obligations in this employment contract on behalf of our relevant corporate bodies or clients. 

The terms of this document (including the provisions of Termination and Confidentiality) will continue to apply irrespective of any alterations or amendments to the Agreement or subsequent Assignments. 

We have the right to make changes, where necessary, to the terms of this Agreement. We will notify you, in writing, of minor changes as and when they occur and you will receive 4 weeks’ notice of any significant changes which are proposed. Changes will be considered to have been accepted by you if you continue to work in accordance with the change for a period of four weeks. 

Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). 

By signing this Agreement, or signing the Service Assignment notice, or by commencing provision of the Services, you will be deemed to have accepted this Agreement. 

Attachment 1 – Service Assignment Template 

Service Assignment Date: 

1. Works: [LIST OUT ALL THE WORKS TO BE PROVIDED UNDER THIS SERVICE ASSIGNMENT]. 

2. Customer’s manager and Supplier’s manager: [LIST OUT THE RELEVANT INDIVIDUALS]. 

3. Start date and term: [SPECIFY WHEN THE WORKS WILL COMMENCE, AND THE TERM OF THIS SERVICE ASSIGNMENT]. [4. Customer Materials: [LIST OUT THE CUSTOMER MATERIALS].] 

[5. Customer’s Equipment: [LIST OUT THE CUSTOMER’S EQUIPMENT].] 

6. Supplier’s Equipment: [LIST OUT THE SUPPLIER’S EQUIPMENT]. 

7. [Service Levels: [INCLUDE ANY SERVICE LEVELS, IF APPLICABLE].] 

8. Timetable: [SET OUT THE TIMETABLE FOR PERFORMING THE WORKS]. 

9. Milestones: [SET OUT ANY MILESTONES FOR THE WORKS]. 

10. Deliverables: [SET OUT ANY DELIVERABLES FOR THE WORKS]. 

11. Acceptance Criteria: [SET OUT ANY CRITERIA FOR ACCEPTING THE DELIVERABLES OR THE MILESTONES]. 

12. Service Assignment Charges: [SET OUT THE CHARGES AND PAYMENT FOR THE WORKS]. 

The list of Consultants required for the purposes of this Service Assignment: 

Consultant name 

Benefits

[CONSULTANT NAME] 

[DETAILS OF BENEFITS]

Authorised by: 

……………………………… 

Signed by [NAME OF CUSTOMER REPRESENTATIVE] for and on behalf of the Customer. 

Dated: 

……………………………… 

Signed by [NAME OF SUPPLIER REPRESENTATIVE] for and on behalf of the Therapist / Supplier. 

Dated: