Terms of use

1. The services

1.1 What and who these Terms of Use are about: We, MYNDUP Limited a company registered in England and Wales (Company Number: 12419200) having our registered office at 6 New St Square, New Fetter Ln, London EC4A 3BF (MYNDUP, we or us) provide mental health support related sessions and resources to our users (Services). By registering an account with us, and agreeing to these Terms of Use, you can access the MYNDUP website (Portal) to use the resources (Resources) contained on the Portal and book and attend sessions with practitioners approved by us (Approved Practitioners) for mental well-being support (Sessions). You may either purchase our services directly, or we may have entered into an agreement with your employer (our Customer) whereby you are authorised as an employee, worker or contractor of the Customer to access the Services which are paid for by the Customer. In either case you shall be considered an ‘Authorised User’.

1.2 Your rights: Providing you agree to abide by these Terms of Use, you have a right (on a non-exclusive, non-transferrable basis) to, in your capacity as Authorised User, access the Portal and its Resources and book and attend Sessions.

1.3 Private use of the Portal only: You may access the Portal, use the Resources, and book Sessions for your own private use and must not use the Portal and Sessions for and on behalf of any third party.

2. Your account

2.1 You must have an Account: In order to access the Portal and attend Sessions you are required to set up and register an account (Account).

2.2 Account requirements: To set up an Account you must be:

2.2.1 an Authorised User; and

2.2.2 an individual over the age of 16.

2.3 You are responsible for your Account: Where you set up an Account you remain responsible for all actions undertaken through your Account and you must ensure that you keep your account details including your password safe and secure and must not disclose your Account details to any third party or permit any third party (not approved by us) access to the Portal through your Account.

2.4 Tell us of security issues in relation to your Account: In the event you suspect or otherwise become aware of a potential breach of security in relation to your Account you must notify us of such without delay.

3. Use of resources and sessions

3.1 What to do if there is a medical emergency: The Resources and Sessions are made available to you to provide assistance and mental well-being support. If you think you have a medical emergency, you should call your doctor or the emergency services (as applicable) immediately.

3.2 Portal: We do not guarantee that the Portal will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes to access the Portal. You shouldhave in place your own virus protection software.

4. Sessions

4.1 Sessions description: Sessions are delivered remotely by an Approved Practitioner and have duration either 30 or 60 minutes per Session.

4.2 Sessions subject to availability: All Sessions are subject to availability.

4.3 Responsibility for Sessions: Although Sessions are provided by Approved Practitioners, we are responsible to you for the Session, should you have any comments or concerns in relation to a Session or the behaviour of an Approved Practitioner please contact us at hello@myndup.com.

4.4 Approved Practitioners: We ensure all Approved Practitioners are licensed, suitably qualified to provide the Sessions and have completed our internal vetting procedures.

4.5 Additional information: In relation to the Session, an Approved Practitioner may need to collect additional information from you to provide the Session and to adhere to its professional obligations. Where the Approved Practitioner collects such information, it does so as data controller and will be responsible for its use of such information. If you do not provide any required information, the Approved Practitioner may be unable to provide the Session.

5. Requirements

5.1 Things you agree not to do: Except as otherwise set out in these Terms of Use or as permitted by any applicable law, you agree not to:

5.1.1 use the Sessions, Portal or Resources in any way that is illegal, unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

5.1.2 copy any element of the Portal (or any software contained within the Portal) or Resources except where such copying is incidental to normal use of the Portal/Resources (as applicable);

5.1.3 sell, rent, lease, sub-license, loan, translate, merge, adapt, vary, modify or otherwise commercialise any part of the Portal or the Resources;

5.1.4 disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Portal or the Resources;

5.1.5 remove and otherwise use any copyright, trademark or other proprietary rights or notices contained the Portal or the Resources; and

5.1.6 send, knowingly receive, upload, download, use or re-use any material on the Portal which does not comply with the content requirements set out in 6 below.

5.2 Authorised Users requirements whilst using Sessions: In respect of a Session you shall:

5.2.1 be responsible for ensuring and maintaining and securing your network connection to access the Session;

5.2.2 not record the Session (unless otherwise agreed by us);

5.2.3 ensure no other third parties are in attendance (unless otherwise approved by us or the Approved Practitioner); and

5.2.4 not be rude, abusive, intimidating, offensive, aggressive or act in a derogatory manner.

5.3 Consequences for not adhering to obligations: In the event you fail to comply with the obligations in clause 5.1 and 5.2 above or the content requirements in clause 6, we (or an Approved Practitioner on our behalf) reserve the right to suspend access to the Services (including the provision of a Session) or terminate your Account at our discretion. You shall also indemnify us for any loss we suffer as a result of failure to comply with clause 5.1 and 5.2 above or the content standards in clause 6.

6. Content requirements

6.1 Content requirements: You confirm that the content you upload to the Portal is:

6.1.1 up to date, true accurate and not misleading;

6.1.2 used and uploaded in compliance with applicable data protection legislation; and

6.1.3 does not breach the confidentiality of any third party.

6.2 What uploaded content should not include: When uploading content to the Portal, you confirm that all such content does not include:

6.2.1 material which infringes the intellectual property rights of third parties;

6.2.2 material which advocates, promotes, incites any third party to commit, or assist any unlawful or criminal act;

6.2.3 hate-related or violent material, or material advocating discrimination;

6.2.4 obscene, excessively profane material or otherwise objectionable material;

6.2.5 material which is unsolicited or includes unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.2.6 malicious code or material such as viruses, worms, time bombs, Trojan horses and other harmful or malicious files, scripts, agents or program or similar computer code designed to adversely affect the operation of any computer software or hardware; or

6.2.7 material that violates, encourages, or furthers conduct that would violate any applicable laws, including any criminal laws, or any third-party rights, including publicity or privacy rights.

7. Intellectual property rights

7.1 Intellectual Property in the Portal and Resources belongs to us or our licensors: You acknowledge that all intellectual property rights in the Portal and Resources anywhere in the world belong to us and our licensors and that you have no rights in, or to, the Portal and Resources other than the right to use them in accordance with these Terms of Use.

7.2 Downloading and sharing: You may download publicly available Resources for your personal use and agree not to otherwise share the Resources.

8. Cancellation

8.1 Where you cancel a Session: Where you are no longer able to attend a Session you shall notify us of such via the Portal by emailing . Where notice of a change or cancellation of a Session is received at least 48 hours prior to the time of the Session, we shall take reasonable steps to re-arrange the Session or cancel (as applicable) at no charge and subject to availability of the Approved Practitioner. Where notice of less than 48 hours is received, to change or otherwise cancel a Session we shall take reasonable steps to re-arrange the Session or cancel (as applicable) with the Approved Practitioner, however if the Approved Practitioner cannot rearrange such Session, the Session shall be treated as going ahead and you/your employer (as applicable) will be charged in the usual way for such Session.

8.2 Where we cancel as Session: Where an Approved Practitioner is no longer able to provide the Session, we shall notify you within a reasonable time frame of us becoming aware and you will not be charged for the Session. We shall take reasonable steps to re-arrange the Session, and this shall be the extent of our liability to you.

9. Fees and payment

9.1 Session Fees: Sessions shall be charged on a per Session basis. We shall notify you of the price for the Session prior to booking the Session if you are to pay for the Session. If Sessions are paid for by the Customer we will notify you of such and you will not be required to pay for such Session and will not be notified of the price.

9.2 Payment terms: Unless otherwise agreed between you and us, Sessions shall be paid for in advance, all other invoices raised by us shall be paid by you within 14 days of receipt.

9.3 Consequences of late payment: If we have not received payment by the due date of any fees then without prejudice to our other rights and remedies and without the requirement to notify you, we shall be entitled to suspend the provision of the Services and any Sessions, including disabling access to all or part of the Portal and we shall be under no obligation to provide the Services while the invoice(s) concerned (and any interest accrued thereon) remain unpaid.

9.4 VAT: All fees are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate as applicable.

9.5 Currency requirements: Unless otherwise agreed by us in writing all payments must be made in British Pounds.

10. Our responsibility for loss or damage

10.1 Our loss to you: If we fail to comply with these Terms of Use, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms of Use or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms of Use, both we and you knew it might happen.

10.2 Liability that cannot be excluded: 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 or for fraud or fraudulent misrepresentation.

10.3 Reliance on information: The Portal and its Resources are provided for general information only and are tailored specifically for your use. Resources do not offer advice on which you should rely. You must obtain specific professional or specialist advice before taking, or refraining from, any action on the basis of information obtained from the Resources. Although we make reasonable efforts to update the information provided on the Portal and within the Resources, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

10.4 Your individual requirements may not be met: The Portal and its Resources have not been developed to meet your individual requirements and we cannot guarantee that the Sessions will provide specific results.

10.5 Your back up requirements: We recommend that you back up any content and data used in connection with the Services, to protect yourself in case of problems with the Portal.

10.6 Delays outside of our control: If our provision of the Portal, the Resources or any Sessions are delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event.

10.7 Extent of liability: These Terms of Use set out the full extent of our obligations and liabilities in respect of your access to the Portal and Resources and the provision of Sessions. Except as expressly stated in these Terms of Use, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the access to the Service which might otherwise be implied into, or incorporated in, these Terms of Use is excluded to the fullest extent permitted by law.

10.8 Defective digital content: If 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, we will either repair the damage or pay you compensation.

11. Your privacy

11.1 How we process your personal data: Under applicable data protection legislation, we are required to provide you with certain information including who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://www.myndup.com/privacy-policy and it is important that you read that information.

11.2 We may receive or share your data with an Approved Practitioner: You acknowledge and agree that we may share the personal data you provide to us (limited to your name and a contract email address) in relation to booking a Session to the Approved Practitioner for their use in connection with that Session. Approved Practitioners may need to share some limited information with us in relation to the Session, this will relate to duration of the Session and your attendance, the contents of any Session will be confidential between you and the Approved Practitioner, unless we require information in connection with a complaint or concern raised.

11.3 Our use of your feedback: We may collect data in relation to your use of the Sessions, Portal and Resources as well as voluntary feedback you provide from time to time. Where we collect this information, you agree that we may use this information (in an anonymised format) for our internal analysis and to provide reports to our Customer where our Customer is to pay for your access to the Services. You can withdraw your consent in relation to this at any time by contacting us .

11.4 Sharing in compliance with law: We may share your personal data where required by law.

12. Ending your account

12.1 Terminating your Account: We may terminate or suspend your Account (and access to the Services) on notice:

12.1.1 If your Account is inactive for a period of 12 months;

12.1.2 if you commit or we have reasonable grounds to suspect you have committed a material or persistent breach of these Terms of Use.

12.2 Rights on termination: On termination of your Account for any reason:

12.2.1 all rights granted to you under these Terms of Use shall cease;

12.2.2 you shall pay any outstanding fees due to us, immediately; and

12.2.3 you must immediately cease all activities authorised by these Terms of Use.

12.3 Your rights to terminate: You can terminate or disable your Account at any point. Where you do so, you will not have access to the Sessions, Resources or Portal.

13. Communication between us

13.1 Updates: We may update the terms of these Terms of Use at any time on notice to you in accordance with this clause 13. Your continued use of the Sessions, Portal and/or Resources following the deemed receipt of such notice shall constitute your acceptance to the terms of these Terms of Use, as varied. If you do not wish to accept the terms of these Terms of Use (as varied) you must immediately stop using and accessing the Portal and your Account on the deemed receipt and service of the notice.

13.2 If we have to contact you, we will do so by email to the address you provided in accordance with your registration, therefore please keep such details up to date.

13.3 Note that any notice given by us or you will be deemed received and properly served 24 hours after it is first posted on the Portal or 24 hours after an email is sent.

14. Other important legal terms

14.1 Our assignment rights: We may transfer our rights and obligations under these Terms of Use to another organisation, but this will not affect your rights or our obligations under these Terms of Use.

14.2 Your assignment rights: You may only transfer your rights or your obligations under these Terms of Use to another person if we agree in writing.

14.3 Entire agreement: These Terms of Use and any document expressly referred to constitutes the entire agreement between us and supersedes all previous agreements, promises, assurances and understandings between us, relating to its subject matter.

14.4 Non-Waiver: If we fail to insist that you perform any of your obligations under these Terms of Use, 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 signed by us, and that will not mean that we will automatically waive any later default by you.

14.5 Severance: Each of the conditions of these Terms of Use operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

14.6 Governing law and jurisdiction: These Terms of Use, their subject matter and formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree that the courts of England and Wales will have exclusive jurisdiction except that if you are a resident outside of England and Wales, you may also bring proceedings in the territory for which you are resident. If you have any additional rights in a jurisdiction outside of England and Wales, nothing in these End User Terms seek to limit or restrict any additional rights you may have.