1) ABOUT US
- Find a Counsellor Limited (company number 12157193) (we and us) is a company registered in England and Wales and our registered address is at Middleborough House, 16 Middleborough, Colchester, England, CO1 1QT.
2) OUR CONTRACT WITH YOU
- These terms and conditions (Contract) form the agreement with professional counsellors, supervisors or therapists (collectively referred to in this Contract as Subscribers. You and your shall be interpreted accordingly) who register on www.findacounsellor.net (Website).
- The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
- By submitting a registration form and/or by continuing to enjoy the benefits, rights and privileges of the registration you agree to be bound by this Contract, which shall become effective from the date on which we accept your registration in accordance with Clause 3.1 (Commencement Date).
- In the event of any conflict or inconsistency between this Contract and any other purported contract documents, terms and conditions, codes of conduct or policies, you agree that the terms of this Contract shall prevail.
- You should print off a copy of this Contract or save them to your computer for future reference.
3) HOW DO YOU REGISTER AS A PROFESSIONAL?
- We have an established subscription registration process which you must complete to be considered to become a Subscriber. Your eligibility to become a Subscriber is subject at all times to you having been vetted and accepted by us as a result of this process. We shall send you a written confirmation if your subscription has been accepted.
- You acknowledge that it is entirely at our discretion whether we accept your registration and we may decide for any reason to reject your registration. In the event of any dispute about your registration to become a Subscriber our decision is final and, except to the extent that we have breached our express obligations under this Contract or applicable law, and subject to the terms of this Contract, we shall not be responsible for your subscription being rejected, suspended, or terminated.
4) HOW WE MAY SHARE INFORMATION ABOUT YOU
- As part of the subscription registration process, you will be required to provide certain information and documentation relating to you and your business .
- You undertake and warrant to us that all information you provide to us is complete and accurate. Any changes to your circumstances or other developments that could affect your ability to comply with this Contract or that may affect the accuracy or relevance of information about you on our database (Subscriber Database), and any listings on our Website must be reported to us in full without delay. Failure to comply with this Clause 4.2 is a material breach of this Contract and will entitle us to immediately terminate your registration on written notice without liability to you.
- You acknowledge that as part of our subscription registration and vetting process, information that you provide to us as part of your registration or in connection with your subscription may be shared with third party bodies or agencies. You agree that, to the maximum extent legally permitted, we may also carry out criminal background checks or share information that you provide (at any time during your registration or subscription) with certain professional bodies. This is to verify whether you are suitable to be accepted or continue as a Subscriber. To be a Subscriber you accept that it is important that you co-operate with us at all times in relation to any checks that we conduct and in particular respond appropriately to any queries we have in relation to information you supply to us.
- We reserve the right to refuse any subscription registration; withdraw any offer of subscription; suspend your subscription and/or terminate subscription altogether, if you unreasonably delay or fail to respond to reasonable information requests from us that are relevant to your subscription or you refuse to reasonably co-operate with our investigations relating to your conduct or subscription.
5) HOW LONG IS THE SUBSCRIPTION FOR?
- Your subscription will initially continue for 12 months from the Commencement Date (Initial Period) inclusive of an initial trial period of 3 months (Trial Period). Unless terminated in accordance with this Contract, upon the 12 month anniversary of the Commencement Date your subscription will automatically be renewed for a further 12 months and upon each anniversary thereafter (each a Renewal Period).
- Any renewal of your subscription shall be at our sole discretion and subject to any additional enquires that we may reasonably make.
- To renew your subscription, in all cases you must continue to pay applicable Subscription Fees (as defined below).
- You may cancel the Contract on giving us 30 days written notice. Where you cancel the Contract you shall not be entitled to any refund of Subscription Fees.
6) WHAT DO YOU RECEIVE AS A SUBSCRIBER?
- As part of your subscription, relevant details relating to you and your professional business, that have been provided as part of your subscription registration (Subscriber Details) will be entered on to our Subscriber database of vetted professional counsellors, supervisors or therapists. This enables individuals to contact and, if agreed, engage you to provide professional services (an individual who seeks to engage you through us or our Website or Subscriber Database being referred to as a Find a Counsellor Client)
7) FEES AND PAYMENT
- As a condition of your subscription being activated and its continuation, you will pay a subscription fee (Subscription Fee). We will inform you of the subscription fees when you register for subscription, based on our applicable fees in force at the time of your registration.
- You will not be charged a Subscription Fee during the Trial Period. The first payment of the Subscription Fee shall be payable from the three month anniversary of the Initial Period, and shall be deducted on the same. Thereafter the Subscription Fee shall be payable on a monthly basis.
- From time to time we may vary our Subscription Fees giving 30 days’ written notice. In the event that you do not accept these variations, you may terminate your subscription by written notice which must be received by us prior to such variation coming into effect, failing which, you will be deemed to have accepted the variation.
- Subscription Fees are payable in UK pounds sterling by direct debit or standing order (in cleared funds) to our nominated bank account. All Subscription Fees or other payments due by you under this Contract shall be paid in full without any deduction, set-off, counterclaim or withholding (unless required by law).
- Where any Subscription Fees or charges are overdue (without prejudice to our other rights or remedies) we shall be entitled to charge interest on such overdue amount at a rate of 4 per cent per annum above the base rate of the Bank of England. Such interest will accrue daily from the date the amount became due until it is paid in full, accruing after as well as before judgment.
- Without prejudice to any other right, claim or action, where you fail to pay any outstanding Subscription Fees by the due date for payment, we will serve a final demand requesting payment within such period as we determine, failing which we may suspend your subscription (and any rights, privileges or benefits derived from such subscription may be withheld) until such payment is received in full. Also, in order to reactivate your subscription, we may also ask for an administration fees to meet the costs of such reactivation.
8) YOUR OBLIGATIONS TO US
- You shall promptly respond to any queries submitted by a Find a Counsellor Client, using the contact method as requested by the Find A Counsellor Client in their completed contact form.
- You shall indemnify, keep indemnified and hold harmless Find a Counsellor Limited against all actions, claims, demands, damages, liabilities and corresponding costs and expenses we incur (including professional legal fees) arising out of the following:
- any claims under an agreement or arrangement made between you and any Find A Counsellor Client or other user of our Website or Subscriber Database;
- any false, inaccurate, out of date or misleading Subscriber Details or other information provided by you which is entered on to our Subscriber Database or Website;
- any claim made against us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with your use of such intellectual property rights;
- any third party claims or actions against us arising out of you acting or omitting to do something in breach of this Contract or applicable law; or
- where we are joined into any legal action or proceedings brought by a Find A Counsellor Client, regulatory body or other third party against you in relation to your alleged acts or omissions,
- although the above indemnity shall not apply to the extent that a third party claim or action for which such indemnity is sought by us would not have arisen but for our own negligence or wilful misconduct.
9) INTELLECTUAL PROPERTY AND YOUR LIMITED RIGHT TO USE OUR NAME OR LOGO
- The intellectual property rights (including the rights to any inventions or patents, copyright, design rights, trade marks, goodwill in relation to any business names or signs, domain names, database rights, know- how and other intellectual property rights, whether registered or unregistered, existing anywhere in the world) in relation to our Subscriber Database or Website (and their respective contents) (Find A Counsellor IP) belong to us and except to the extent expressly set out in this Contract you acquire no right, title or interest in such Find A Counsellor IP.
- You must not copy, modify, adapt, distribute, publicly share or make available, rent or lend, republish, frame, provide links to or upload any Find A Counsellor IP or any data, content or material (in any form) extracted or copied from our Subscriber Database or Website for any commercial purpose without our prior written consent. The only exceptions are that for as long as you are a Subscriber in relation to our ‘Find A Counsellor’ brand name and logo used on our Website from time to time (Marks), you are granted a revocable, non-exclusive, non-transferable, non-sublicensable right to accurately reproduce the Marks on your own business website, your business marketing materials or any company stationary (Business Materials) to indicate that you are a Subscriber and for no other purpose. Such use of our Marks shall be in accordance with such brand guidelines as we issue from time to time and you shall not do anything to damage or dilute the Marks or the goodwill associated with our brand. Any goodwill arising in relation to your use of the Marks shall vest solely in us and you shall sign any documents immediately on our request to confirm this. You shall have no title or right in relation to the Marks (including any rights to take infringement action against others) and shall not challenge the validity of the Marks. You may not use the Marks other than on your Business Materials for the purpose set out above. Furthermore, you acknowledge that we (or our affiliates) are the owner of the Marks and you undertake not to use (or permit others to use) the Mark as part of a business name or domain name or seek to register the Mark or use any confusingly similar name that resembles the Marks or use the Marks in a deceptive or unlawful manner. On suspension or termination of your subscription (or where we notify you of actual or suspected breach of this Clause 9.2) all rights you have to use the Marks cease immediately and you shall remove the Marks from all Business Materials without delay.
10) USE OF CONTENT ABOUT YOUR PROFESSIONAL SERVICES
- Where you upload descriptions or other content about your professional services or your business on to the Website (Professional Content), you give us a royalty-free, transferable, irrevocable and perpetual right to use, reproduce, distribute and publish such Professional Content and other information relating to you posted on our Website, including your Subscriber Details and any other data about you or your professional services and your business.
11) DATA PROTECTION
- For the purposes of this Clause 11, Data Protection Legislation includes the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation including the Data Protection Act 2018 (DPA 2018) relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and DPA 2018.
- Both parties acknowledge that for the purposes of the Data Protection Legislation, we are the data controller and you are the data processor.
- Both parties agree that the purpose for transferring personal data is to enable you to respond to Find A Counsellor Client enquiries (Agreed Purpose) and the type of personal data transferred includes name, telephone number, email address, and any personal information which a Find A Counsellor Client (Data Subject) provides in their enquiry to you including race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about their health, and genetic and biometric data (Personal Data).
- You shall, in relation to any Personal Data processed:
- process that Personal Data only on receiving an enquiry from a Data Subject;
- keep the Personal Data confidential;
- not transfer any Personal Data outside of the European Economic Area without our prior written consent;
- assist us in responding to any Data Subject access request and to ensure compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, privacy impact assessments and consultations with supervisory authorities or regulators;
- notify us without undue delay on becoming aware of a Personal Data breach or communication which relates to your or the Client’s compliance with the Data Protection Legislation;
- at our written request, delete or return Personal Data and any copies thereof to us on termination of this Contract unless required by the Data Protection Legislation to store the Personal Data; and
- maintain complete and accurate records and information to demonstrate compliance with this Clause 11.
- You shall ensure that you have in place appropriate technical or organisational measures, reviewed and approved by us, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures. Such measures may include, where appropriate:
- pseudonymising and encrypting Personal Data;
- ensuring confidentiality, integrity, availability and resilience of its systems and services;
- ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident; and
- regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it.
- You shall have personal liability for and shall indemnify us for any loss, liability, costs (including legal costs), damages, or expenses resulting from any breach by you of the Data Protection Legislation, and shall maintain in force full and comprehensive insurance policies to cover such liability.
- As a Subscriber, you represent, undertake and warrant to us that at all times:
- you have legal authority and capacity to provide the professional services you are listed for on our Subscriber Database (and are not aware of any legal ruling, prohibition or order that could impact on your ability to do so);
- you will provide your professional services to Find A Counsellor Clients lawfully at all times and not infringe any laws, regulations, industry codes of conduct, regulatory guidance, any regulatory decisions or court orders;
- you will not act in any way which in our reasonable opinion is likely to have an adverse impact on the operation of the Subscriber Database, Website or any Find A Counsellor Client or the public in general;
- you will take full responsibility for you performing services to Find A Counsellor Client under a written contract;
- you will perform all professional services to Find A Counsellor Client lawfully and in accordance with ‘good industry practice’ meaning such professional standards of skill, care, timeliness and diligence that a competent person with your professed expertise would be expected to perform;
- you will at all times maintain such (i) employers’ liability insurance as required by law and (ii) appropriate professional indemnity and public liability insurance that is sufficient to cover potential liability arising to Find A Counsellor Client or members of the public from your provision of professional services and shall provide evidence to us of such insurance as part of your application or immediately upon our written request (and we reserve the right to immediately suspend the subscription of any Subscriber who, in its sole discretion, does not satisfy this requirement);
- you shall ensure that your employees and contractors are suitably fit and qualified to perform professional services to Find A Counsellor Client in a manner consistent with your obligations under this Contract; and
- if, at any time, we decide it is necessary to initiate an investigation into you or the conduct or background of any of your owners, officers, employees or contractors in order to maintain the integrity of our business, you agree to obtain (without delay) up to date criminal background checks or such relevant information as we may reasonably request to assist such investigation.
- You accept and acknowledge that:
- we are not a work-finding service or agency and we cannot 100% guarantee that you will enjoy any increased business as a result of becoming a Subscriber;
- the oversight of your business; safeguarding of its reputation; your professional conduct; your provision of professional services; and management of your client relationships remains solely your own responsibility and you agree to promptly respond (in a professional manner) to any client complaints or issues that we notify you of from time to time;
- we cannot guarantee that all of our Website or Subscriber Database will be available on a continuous basis (and there may be interruptions in online services due to maintenance or other events beyond our control); and
- on occasion, we may add to, remove or update the Subscriber Database or Website (or the design, contents or presentation of each) as we deem appropriate, without any liability to you as to when or how we do this.
13) LIMITATION OF LIABILITY
- Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; and
- the indemnities set out at Clauses 8.2 and 11.7.
- Subject to Clause 13.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
- Subject to Clause 13.1, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Subscription Fees you paid in the 12 months preceding the date giving rise to such claim by you.
- Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
- This Clause 13 shall survive the termination of the Contract.
14) OUR RIGHTS TO SUSPEND YOUR SUBSCRIPTION
- Without prejudice to our other rights or remedies, we reserve the right either to suspend your subscription in the event that:
- you are involved in any legal dispute or action with us, a Find A Counsellor Client or other third party which in our view could damage our reputation or impact on our operations. Upon resolution of such legal dispute we reserve the right (but are not obliged) to re-instate your subscription or we may decide (acting reasonably) to terminate your subscription upon written notice;
- you have failed to provide information we have requested or we have reason to suspect that you have failed to observe or comply with any of this Contract that requires us to carry out a further review or seek legal advice;
- we receive complaints or other allegations about your conduct that require us to investigate whether your continued listing as a Subscriber brings or is likely to bring us into disrepute or damage our goodwill; or
- you fail to pay any Subscription Fees or other sums when due in accordance with this Contract.
- If your subscription is suspended, we will notify you of the same (and the initial period of such suspension) and your Subscriber Details shall be removed from the Subscriber Database.
- At the end of the initial suspension we may in our sole discretion and on written notice: extend the suspension or probation for a further period pending completion of our investigations or to allow resolution of the issue; reinstate your subscription; or otherwise terminate your subscription in accordance with this Contract.
15) OUR RIGHTS TO TERMINATE YOUR SUBSCRIPTION
- Your subscription may be terminated immediately on us giving written notice where:
- you have committed a breach of any of Contract that cannot be remedied or where you have committed such a breach that can be remedied but you fail to do this within 14 days of us notifying you of such breach;
- you are a business or company and you go into liquidation or administration, have a receiver appointed or suffer any analogous action in consequence of a debt;
- you are a person, you are made bankrupt;
- you cease to carry on the business or trade for which you are listed on our Subscriber Database (or threaten to do so);
we discover that any information provided by you is false or incorrect or you have withheld material information that is relevant to your subscription;
- you infringe the Find A Counsellor IP or do anything that (in our view) brings, or is likely to bring our reputation into disrepute or damages, or is likely to damage, our goodwill (including any complaints or other allegations about your conduct);
- you are relinquished of any of your professional accreditations which enable you to provide professional services as a counsellor, supervisor or therapist;
- you fail to pay any Subscription Fees or other sums when due in accordance with this Contract; or
- for any reason, we consider it appropriate to terminate your subscription to safeguard our reputation.
- You may terminate your subscription ‘for cause’ on giving us written notice, where:
- we have committed a breach of any of this Contract that cannot be remedied or where we have committed such a breach that can be remedied but fail to do this within 14 days of you notifying us of such a breach; or
- where we provide you with notice of a modification or update to this Contract or variation to the Subscription Fees that affects your subscription in a detrimental manner and you do not accept such modification, update or variation, provided you terminate your subscription prior to the date of such modification, update or variation coming into effect.
16) CONSEQUENCES OF TERMINATION
- Termination of your subscription shall be without prejudice to the rights of either party, which accrued prior to the date of such termination including any outstanding payment obligations.
- Where we have terminated your subscription for cause or you notify us that you want to terminate your subscription without cause you shall not be entitled to any refund of Subscription Fees.
- When your subscription terminates:
- your listing in our Subscription Database and Website will be removed by us at the next available opportunity although you accept we may keep your Subscriber Details for a reasonable period to allow us to deal with any client complaints, issues or investigations relating to your time as a Subscriber or for legal or regulatory purposes.
- your right to use the Marks shall cease immediately and you must remove the Marks and any reference to your subscription from all your Business Materials without delay; and
- you must not do or say anything from that date to give the impression that you continue to be a Subscriber or are in some way associated with or endorsed by us.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect
17) EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
- If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under the Contract will be suspended.
- You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we shall refund the proportion of any Subscription Fees you have paid in advance that cover the unexpired period of your subscription.
18) COMMUNICATIONS BETWEEN US
- When we refer to “in writing” in this Contract, this includes email.
- Any notice or other communication given under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
- A notice or other communication is deemed to have been received:
- if delivered personally, on signature of a delivery receipt;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
- if sent by email, at 9.00 am the next working day after transmission.
- In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
- The provisions of this Clause 18 will not apply to the service of any proceedings or other documents in any legal action.
- We may assign or transfer our rights and obligations under the Contract to another entity.
- You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
- Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
- If we do not insist that you perform any of your obligations under the Contract, 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 or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
- In this Contract the use of the words ‘includes’, ‘including’ or ‘in particular’ shall be treated as illustrative only and are not intended to limit or restrict the general meaning of the preceding words or phrases.
- Each paragraph of this Contract operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- The Contract is between you and us. No other person has any rights to enforce any of its terms.
- The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.