1.1. These terms and conditions (“Terms”) apply to the Supporting the Silent Struggle “Membership” operated by Kara Clinical Psychologist in Sussex (“we” or “us”). By purchasing a licence to our Membership, you and the named employee who will utilise the licence to access the membership agree to the following Terms and these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing. The named employee will be provided a copy of these Terms and Conditions by me and asked to confirm their consent during our welcome call. This agreement between us and you, the person or entity paying for the Membership licence (“you”) is subject to these Terms (“Contract”), which shall come into effect when payment has been received and shall continue until terminated in accordance with these Terms.
1.2. These Terms should be read in conjunction with our Privacy Policy, which can be found at https://supportingthesilentstruggle.co.uk.
1.3. Any content posted or submitted by you to our site in the course of your Membership is subject at all times to the Acceptable Use Policy.
1.4. As you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.
2.1 A membership license provides access to the membership for one employee for 6 months, unless the membership is terminated by either of us earlier in accordance with clause 7 below.
2.2 You agree to keep user details and your password for the site confidential at all times and to not disclose them to any third party, except the one named employee who the licence was purchased for. You must notify us immediately if you become aware of any unauthorized use of the account and you shall indemnify us against all claims, damages, losses, costs or expenses (including professional fees) and any other liability that arises from any unauthorized use of your account.
2.3 We may at our absolute discretion refuse the membership to any person who does not seem suitable for the membership. We shall not be obliged to state our reasons for refusal.
2.4 The online materials of the Membership are held on third party secure servers and we have taken all reasonable steps to ensure that the online content will be available at all times during the course of the Membership but in the event that such content (or any content added by you or other participants in the Membership) is not available in whole or in part at any time, or becomes corrupted, is deleted or is failed to be stored, we shall have no liability in any circumstances.
2.5 The materials we deliver as part of your Membership are not personalised advice or recommendations. We are providing training and guidance, alongside group support in the live sessions. The membership does not offer individualised therapy.
3.1. Each membership licence gives one employee access to the pre-recorded membership content for 6 months via the membership portal. Log on details for the portal will be sent to you by email. You agree not to share these details with multiple employees. They are for one named employee only. Using these details, that one named employee, can access the content directly from the portal at any time until their 6 month membership ends.
4.1. The total price payable for the Membership is set out on the order page at https://supportingthesilentstruggle.co.uk Please make the payment directly on the sales page using the via the methods specified on that order page.
If you are unable to make an immediate payment, you can request that I invoice you for payment. By agreeing to these terms and conditions, you are committing to paying the full amount and to those funds having cleared in my bank account within 30 days.
4.2. Each licence order is for a 6-month membership period. The employee’s access to the membership begins on the day payment is received and the membership shall expire (and the Contract shall terminate) on the date falling 6 months after the date of payment. If you wish for your employee to continue to have access to the materials after 6 months, then the membership must be renewed in the manner advised on our site.
4.3. Without prejudice to any other right or remedy that we may have, if any sum payable under these terms is not paid within 30 days of the invoice date, we reserve the right to charge interest from the date due for payment to the actual date of payment at the rate of 3% above the base rate of Starling Bank from time to time in force
4.4. The total price payable as set out in the order form is inclusive of Value Added Tax.
4.5. All payments are non-refundable other than as set out in paragraph 7.2 below.
5.1. We warrant to you that the Membership is of satisfactory quality and reasonably fit for the
purpose for which you purchased the Membership.
5.2. Other than as set out in paragraph 5.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of infertility and baby loss support and the fact that coping and resilience is dependent on a number of factors over which we have no control, we do not guarantee any particular results.
5.3. We will endeavour to ensure that all information that we provide is accurate and up-to-date but we shall not be liable for any claims arising from such information being inaccurate or not up-to-date or otherwise.
5.4. You acknowledge that your personal data will be processed by and on behalf of us. We will process your personal data in accordance with our Privacy Policy that can be viewed at https://supportingthesilentstruggle.co.uk
6.1. We are the owner or the licensee of all Intellectual Property Rights and all other rights in the materials provided to you by us as part of the Membership (“Materials”) and all content within the Pre-recorded membership content and nothing in these Terms or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in the Materials to you or to any other person.
6.2. You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the Materials.
6.3. We grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence for one person to use all or any of the Materials for the purposes for which the Membership was provided only.
6.4. Except as set out in paragraph 6.3, you may not use any of our intellectual property rights at any time except where duly licensed. Use of our company logo is strictly prohibited without our prior written consent. Although you may use the STSS logo to show that you are an employer who offers the STSS membership to their staff. Your company name will also be advertised by us on our websites and on social media to promote that you are a company that supports employee wellbeing in relation to infertility and baby loss.
6.5. You may not without our prior written consent make any audio or visual recordings of any part of our Materials.
6.6. We may from time to time record any or all or any part of the Materials being delivered during lives which members attend. Members authorise us to use their image and voice in any such recordings (and to make use of such recording in any way we think fit) without payment, other condition or need for further consent. However, we are very aware of the sensitive nature of the topics that will be discussed. Consequently, we will always let attendees know and gain consent if something is going to be recorded to ensure they can turn off cameras and/or microphones if they
wish.
6.7. Data on the membership’s effectiveness may be published by Kara Clinical Psychologist in Sussex to help other organisations understood how it can support them and their staff. Each member agrees to complete pre and post wellbeing measures to assist us in the measurement and evidence of this. Members will also be asked for their verbal feedback at the end of the membership period to enable us to continually improve the programme. All data and comments will be anonymised. No names or identifiable information will be published unless a member wants their details to be known and signs a separate written consent form for this purpose.
6.8. You acknowledge that certain information contained in the Materials is already in the public domain.
6.9. You are not permitted to sell or promote products or services to other members of our Membership at any time without our prior written permission.
6.10. The provisions of this paragraph 6 shall survive termination of the Contract.
7.1. The Contract shall continue until your membership expires (6 months after the purchase date), other than for the Terms that are specifically stated to remain in force which will survive termination of the Contract.
7.2. You may terminate your Membership and the Contract at any time by emailing us at hello@karaclinicalpsychologistinsussex.co.uk Subject to paragraph 7.3 below, but no refunds will be provided as the minimum membership period is 6 months.
Where you have set up recurring payments, it is your responsibility to terminate these payments after the 6 month membership fee has been paid.
7.3. Cooling off period. You may terminate your Membership and the Contract and obtain a full refund of any amount paid by you for the Membership if you email us at hello@karaclinicalpsychologistinsussex.co.uk prior to the date falling 30 days after the date of payment clearly stating your wish to terminate.
7.4. Notwithstanding the provisions of paragraph 7.1 or 7.2, either of us may terminate the Contract on written notice to the other with immediate effect if at any time:
7.4.1. the other commits any serious or repeated breach or non-observance of any of the provisions of these Terms; or
7.4.2. the other (i) makes a resolution for its winding up, (ii) makes an arrangement or composition with its creditors, (iii) makes an application to a court of competent jurisdiction for protection from its creditors, (iv) is unable to pay its debts, (v) ceases trading or an administration or winding-up order is made or an administrator or receiver is appointed in relation to such party, (vi) is declared bankrupt or (vii) is convicted of a custodial offence (other than a road traffic offence); or
7.4.3. the other party commits any fraud or dishonesty or acts in any manner which in the opinion of the terminating party brings or is likely to bring the terminating party into disrepute or is materially adverse to the interests of the terminating party.
7.5. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under these Terms (which for the avoidance of doubt shall include any remaining instalments regardless of the point at which the Contract is terminated).
7.6. Termination of this agreement shall not affect either of our accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this Contract, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
7.7. Any delay by us in exercising our right to terminate the Contract shall not constitute a waiver of our right to terminate or to seek any other remedy.
7.8. Paragraphs which expressly or by implication have effect after termination of the Contract shall continue in full force and effect after the date of termination of the Contract.
7.9. This paragraph 7 shall survive termination of the Contract.
7.10. Where the Contract expires, this shall be treated as a termination for the purposes of all paragraphs that refer to “termination”.
8.1. We shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the you as a result of you entering into the Contract and/or us providing the Membership.
8.2. Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall in all circumstances be limited to the price paid by you for the Membership.
8.3. If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside of our control, we shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
8.4. We shall not be liable for additional costs incurred by you as a result of changes in (i) the Membership, (ii) any of the Materials, (iii) the location of venues, (iv) the time and date of sessions or (v) trainers, instructors or psychologists.
8.5. Nothing in this paragraph 8 shall limit our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation or for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
8.6. The provisions of this paragraph 8 shall survive termination of the Contract.
8.7. You acknowledge and agree that:
8.7.1. The Contract constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Membership (which shall be deemed to have been terminated by mutual consent);
8.7.2. in entering into the Contract you have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the provision of the Membership other than as expressly set out in the Contract.
9.1. By applying for the STSS Membership you warrant that:
9.1.1. You and the named employee are legally capable of entering into binding contracts; and
9.1.2. You and the named employee who will be using the membership licence are at least 18 years old; and
9.1.3. That all information you provide us with is materially true and accurate at all times and not misleading in any way.
9.1.4. The member accessing the membership is not a resident of the USA or Canada. Unfortunately, our insurance won’t allow us to deliver live content to these countries due to Clinical Psychologists needing to do a conversion course to practice there. However, if this affects you, please contact us at hello@karaclinicalpsychologistinsussex.co.uk to discuss accessing just the recorded materials part of the membership instead.
9.2 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent. We can transfer all or any of our rights and obligations under these Terms at any time.
All notices sent by you to us must be sent to Kara Clinical Psychologist in Sussex at hello@karaclinicalpsychologistinsussex.co.uk. We may give notice to you at either the e-mail or postal address you provide to us in writing. Notice will be deemed received and properly served 24 hours after an e-mail is sent or two days after the date of posting of a pre-paid first class, recorded delivery or registered letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the first class, recorded delivery or registered post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
If any court (or other competent authority) decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that
extent only, be ‘severed’ from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
If we do not insist on performance of your obligations or we delay in exercising any rights or remedies that we have, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
We may vary these Terms (other than the price payable by you for the Membership) as we see fit from time to time and if we do, we shall notify you by email of the change of terms. Your continuation with the Membership will be deemed to be your acceptance of any new Terms.
You accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. 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. This condition does not affect your statutory rights.
A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
These Terms and any dispute or claim arising out of or in connection with it shall be governed by English law and you and we both agree to the exclusive jurisdiction of the English courts.
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