Terms and conditions
WELCOME TO REC PARENTING!
These Terms and Conditions govern access to our online parenting platform and use of our exclusive content, masterclasses and podcasts and to enable therapist sessions between you and therapists.
Please read these Terms and Conditions, carefully before registering for a subscription to use the services offered on this platform operated by REC Parenting Limited, a company registered in England and Wales under company number 13460950, whose registered office is at Salatin House, 19 Cedar Road, Sutton, SM2 5DA, United Kingdom, (“we”, “us”, “our”).
PLEASE NOTE: You must be at least 18 years of age to use the platform. By using any services on the platform and agreeing to these Terms and Conditions you warrant and represent that you are at least 18 years of age.
|“AUP”||means our authorised use policy applicable to all users, published at https://www.recparenting.com/aup/ , as amended from time to time;|
|“Authorised Users”||means where you are a company, your employees, agents, consultants or independent contractors, who have been expressly authorised by you to receive a password to access the Platform;|
|“Confidential Information”||means any and all information in any form whatsoever relating to us or you or Authorised Users, or the business, prospective business, finances, technical process, computer software (both source code and object code) and IPRs of you or us, or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into the a party’s possession as a result of this Agreement or provision of the Platform, and which the receiving party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;|
|“Consequential Loss”||means: (i) pure economic loss; (ii) losses incurred by any third party; (iii) loss of profits (whether categorised as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; and (vi) losses whether or not occurring in the normal course of business, wasted management or staff time;|
|“DPA”||means our data processing agreement published at https://www.recparenting.com/dpa/, as amended from time to time;|
|“Effective Date”||means the start date of this Agreement, set out in the Order Form;|
|“Feedback”||means feedback, innovations or suggestions created by you or Authorised Users regarding the attributes, performance or features of the Platform;|
|“Fees”||means all fees payable by you after expiry of any Trial Period, for use or access to the Platform;|
|“IPR”||means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;|
|“Order Form”||means the order form completed by you when registering an account to use the Platform;|
|“Platform”||means our software applications services platform and Apps together with content and services contained therein, any computer software programmes and updates thereto which are made available to you (and your Authorised Users, where you are a company);|
|“Renewal Term”||means any renewal period for a subscription service set out in the Order Form;|
|“Statistical Data”||means aggregated, anonymised data derived from use of the Platform by you (and your Authorised Users, where you are a company) which does not include any personal data or Confidential Information;|
|“Subscription Fee”||means the subscription fees payable to us for any automatically renewing subscription services provided to you during the Term;|
|“Term and Conditions”||means our terms and conditions published at https://www.recparenting.com/terms-and-conditions/ , as amended from time to time;|
|“Term”||means the term of this Agreement and/or any subscription service;|
|“Trial Period”||means any free trial period included in an Order Form;|
|“we”, “us”, “our”||means REC Parenting Limited;|
|“you”, “your”||means the company or individual who completed an Order Form by registering to use the Platform;|
|“Your Data”||means all data imported into the Platform by You or an Authorised User for the purpose of using the Platform or services.|
- Provision and Use of the Platform
- We agree to make the Platform available to you from the Effective Date for the Term of the Agreement in accordance with the terms of this Agreement.
- If you are a company, your Authorised Users are permitted to use the Platform in accordance with the terms of this Agreement and you shall be liable for their use of the Platform.
- You and your Authorised Users must agree to the terms of the AUP upon registering an account.
- All content and services provided within the Platform (for example, masterclasses and podcasts) are provided solely for personal and non-commercial use. It is not permitted to use the Platform for public performances.
- You and Authorised Users understand, agree and acknowledge that: (i) the therapist services, masterclasses, podcasts and any other content or other services provided via the Platform may not be the appropriate solution for your needs; and (ii) they may not be appropriate for your particular situation; and/or (iii) they may not be a complete substitute for a face-to-face consultation and/or care in your particular situation.
- You and each Authorised User must register an online account with us in order to access and use the Platform and agree to the terms of the AUP.
- Upon registering an account, you and Authorised Users agree to provide and maintain true, accurate, current and complete information about yourself.
- You and your Authorised Users may only view, download and print content from the Platform solely for your own personal use. You must not; (i) sell, rent or sub-license content from the Platform; (ii) reproduce, duplicate, copy or otherwise exploit content from the Platform for any commercial purpose; (iii) edit or otherwise modify any content they download, print or copy from the Platform; and (iv) not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
- If you or your Authorised Users breach any provisions of this clause 3 your right to access the Platform will cease immediately and you or your Authorised User, as applicable, must immediately destroy any copies of the content made.
- Licence to use the Platform
- You are granted a non-exclusive and non-transferable licence to use and permit your Authorised Users to use the Platform (including any associated software, IPRs and Confidential Information and content contained therein) during the Term of this Agreement. Such licence permits you and your Authorised Users to make cache copies of software or other information as are necessary to access the Platform via the Internet. Where open-source software is used as part of the Platform, such software use by you will be subject to the terms of the open-source licences.
- No right to modify, adapt, or translate the Platform, or create derivative works from the Platform is granted to you. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that you have any right to obtain source code for the software comprised within the Platform.
- Subject to any applicable law to the contrary, disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Platform is prohibited.
- Unless otherwise specified in this Agreement, the Platform is provided and may be used solely by You and your Authorised Users for their own personal use. Except as specifically stated in this Agreement, you may not: (i) lease, loan, resell or otherwise distribute the Platform save as permitted in writing by us; (ii) use the Platform to provide ancillary services related to the Platform; or (iii) permit access to or use of the Platform by or on behalf of any third party; or (iv) engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.
- You warrant and represent that you shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Platform granted under this Agreement is limited as set out in this Agreement.
- We reserve the right to modify, suspend or discontinue provision or access to the Platform, or portion thereof, at any time. Where possible, we shall give you 24 hours prior notice, giving specific details of our reasons. If we suspend your right to use the Platform you must destroy all content obtained through the Platform, as well as copies of such materials.
- If you are blocked by us from accessing the Platform, you agree not to implement any measures to circumvent such blocking.
- Any use of the Platform other than permitted in this clause 4 is strictly prohibited.
- Fees, Invoicing and Payments
- No Fees shall be charged for use of the Platform during the Trial Period.
- Upon expiry of the Trial Period, we will charge you Fees for your continued use of the Platform.
- Where you have chosen a subscription service with an automatic renewal, we will charge you Subscription Fees for each Renewal Period until you cancel the subscription service.
- We shall issue invoices to you for all Fees as set out in the Order Form.
- All Fees exclude any Value Added Tax legally payable on the date of the invoice, which shall be paid by you in addition, where applicable.
- You shall pay all Fees to us within 30 days of the date of each invoice, unless stated otherwise in the Order Form.
- Where payment of any Fees is not received within 7 days of the due payment date, we may, without liability to you, disable your password, account and access to all or part of the Platform and we shall be under no obligation to provide any or all of the Platform while the invoice(s) concerned remains unpaid.
- We shall be entitled to charge interest on overdue Fees at the applicable statutory rate.
- We reserve the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
- We reserve the right to change our services or Fees for using the Platform, at any time upon giving you prior notice of any proposed changes. Any Subscription Fee changes shall apply from the start of the next applicable Renewal Period for the affected subscription service, unless you cancel the subscription service before this date, or terminate the Agreement by closing your account. All other changes will apply from the date set out in the notice sent to you, informing you of the change.
- By providing us with your payment card or other payment details, you authorise us to invoice and charge you the Fees using those payment details and that you are fully authorised to use such payment cards.
- You confirm that all payment details provided to us are accurate, current and correct and you will maintain valid payment details in your account information at all times.
- You may cancel any subscription service at any time for any reason. No refund or credit for partially used subscription terms will be made. Following any cancellation, you will continue to have access to the cancelled subscription service until the end of your current subscription term.
- Intellectual Property Rights
- All IPR and title to the Platform (save to the extent incorporating any of Your Data or a third party owned item) shall be owned by us and/or our licensors and subcontractors. No interest or ownership in the Platform, our IPRs or otherwise is transferred to you under this Agreement.
- You are not allowed to remove any proprietary marks or copyright notices from the Platform.
- You shall retain sole ownership of all rights, title and interest in and to Your Data and your pre-existing IPRs and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Your Data. You grant us a non-exclusive
,licence to use Your Data, your IPRs and any third party owned item from the Effective Date for the Term to the extent required for us to provide services to you and access to the Platform.
- You assign all rights, title and interest in any Feedback to us. If for any reason such assignment is ineffective, you shall grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.
- You grant us the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting us from using the Statistical Data for our business and/or operating purposes.
- We may take and maintain technical precautions to protect the Platform from improper or unauthorised use, distribution or copying.
- Therapists and Therapist Services
- The Platform may be used to connect you with a therapist who will provide therapist services to you, (“Therapist Services”).
- Our therapists are UK based. We require every therapist providing Therapist Services via the Platform to be a registered, trained, and experienced Practitioner Psychologist, Accredited Therapist, or similar applicable recognised professional certification. Therapists must have a relevant academic degree in their field, at least 1 year of experience, and must be qualified and accredited by their respective professional organisation after successfully completing the necessary education, exams, training and practice.
- Therapists are independent providers and are not our partners, affiliates, employees, agents or representatives. The Platform simply enables the Therapist Services to be provided to you. Therapists alone are responsible for the performance and provision of the Therapy Services which are provided in a private online video call or chat, hosted by us. If you are not happy with the Therapy Services provided by your therapist, we will try to match you with a different therapist who uses the Platform. If your allocated therapist stops using the Platform, we will send an email to notify you that your therapist is no longer using the Platform and we will match you with a new Therapist.
- We hope that the Therapy Services are beneficial to you, however, you understand and acknowledge that they may not solve everyone’s problems. As we do not provide the Therapy Services, but simply connect you with a therapist, we have no liability to you whatsoever in connection with the Therapy Services provided via a therapist.
- Third Party Content
- The Platform contains content, services, or products which are offered or provided by third parties (“Third Party Content”), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third-Party Content, including (but not limited to) any related products, terms or policies, practices, and we will not be liable for any damage or loss caused by any Third-Party Content.
- We are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with any social networking platform.
- Confidential Information
- The receiving party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and must keep confidential all Confidential Information of each disclosing party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information or disclosure is required in order for us to provide the services to you.
- We may disclose your Confidential Information to our employees, agents and therapists who need to know the Confidential Information for the purposes of providing services under this Agreement but only if the employee, agent or therapist has executed an appropriate confidentiality undertaking or where the therapist is bound by a professional duty of confidentiality.
- The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the day this Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or (iii) is required by law to be disclosed.
- Data Protection
- Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
- To the extent that personal data is processed when You (as a company) permit your Authorised Users, to use the Platform, the parties acknowledge that we are a data processor of such personal data and you are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
- If a third party alleges infringement of its data protection rights, we shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
You acknowledge, warrant and represent that:
- You will comply with the provisions of the AUP when using the Platform.
- You shall be liable for any breach of this Agreement or the AUP caused by any of your Authorised Users.
- Your use of the Platform is for your own personal use and that you are not using the Platform for or behalf of any other person or organisation.
- All information that you provide when creating your account and any information that you provide when using the Platform is accurate, true, current and complete.
- All information you provide when using the Platform will be maintained and updated during the Term to ensure that this remains accurate, current, and complete.
- You are responsible for maintaining the confidentiality of your password and any other security information related to your account. You shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Platform granted under this Agreement is limited as set out under this Agreement. In particular, You and Authorised Users shall treat any identification, password or username or other security device for use of the Platform with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to us in writing.
- You are liable and responsible for any damage or loss incurred as a result of the use of your account by any person whether authorised by you or not, and you agree to indemnify us for any such damage or loss.
- You shall not use or access the account of any other person for any reason.
- You shall ensure that your network and systems comply with the relevant specification provided by us from time to time. You are solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres. We shall have no liability whatsoever for any loss or damage or any problems, conditions, delays or delivery failures arising from or relating to: (i) your network connections; (ii) your telecommunications links; or (iii) the Internet.
You agree, understand and acknowledge that:
- Where you do not pay any Fees for use of the Platform, your use of the Platform is at your sole risk and the Platform is provided on an “as is” and “as available” basis.
- We make no warranty that: (i) the Platform will meet your requirements; (ii) the Platform will be uninterrupted, secure, error-free, or timely; (iii) the quality of any products, information, services, or other material purchased or obtained by you through the Platform will meet your expectations; or (iv) the results that may be obtained from the use of the Platform will be accurate or reliable.
- All Third Party Content or content provided by us via the Platform, is provided “as is”. We provide no warranties in relation to such information and shall have no liability whatsoever to you for its use or reliance upon such information.
- Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law.
- Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct.
- In no event shall either party be liable to the other whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss.
- Subject to clauses 12.1 and 12.2, the total liability of us to you in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by you to us during the twelve (12) month period prior to the date on which such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.
- Where you are a company, you shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Authorised Users who access the Platform as if such acts, omissions or negligence had been committed by you.
- In no event shall you raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.
- The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.
- You agree that you are solely responsible for your interactions with any other user in connection with the Platform and we shall have no liability or responsibility in relation to your interactions with other users of the Platform.
- We shall have no liability to you or your Authorised Users for any and all causes of action and claims of any nature resulting from the masterclasses, podcasts and any other content in the Platform, including (without limitation) any act, opinion, response, advice, omission, information, suggestion, and/or service of any therapist and/or any other content of information accessible through the Platform.
- We, shall at its own expense: (i) defend, or at our option, settle any claim or suit brought against you by a third party on the basis of infringement of any IPRs by the Platform (excluding any claim or suit deriving from Third Party Content or Your Data); and (ii) pay any final judgement entered against you on such issue or any settlement thereof, provided that: (a) you notify us promptly of each such claim or suit; (b) we are given sole control of the defence and/or settlement; and (c) you fully co-operate and provide all reasonable assistance to us in the defence or settlement.
- If all or any part of the Platform becomes, or in our opinion may become, the subject of a claim or suit of infringement, we at our own expense and sole discretion may: (i) procure for you the right to continue to use the Platform or the affected part thereof; or (ii) replace the Platform or affected part with other suitable non-infringing service(s); (iii) modify the Platform or affected part to make the same non-infringing; or (iv) immediately terminate the Agreement or cease providing the affected service.
- We shall have no obligations under this clause 13 to the extent that a claim is based on: (i) the combination, operation or use of the Platform with other services, content or software not provided by us, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Platform in any manner inconsistent with the terms of this Agreement; or (iii) your negligence or wilful misconduct.
- You shall defend, indemnify and hold us and our employees, sub-contractors or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by you of any IPRs with respect to your use of the Platform in breach of the terms of this Agreement; (ii) use by us of any of Your Data; (iii) breaches of data protection law or regulations or the terms of the DPA by you; and (iv) any breach of the terms of this Agreement by an Authorised User; and we shall be entitled to take reasonable measures to prevent the breach from continuing.
- Subject to clauses 13.1 to 13.4 inclusive, each party (‘the first party’) indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents (‘the second party’) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party under clause 13 of this Agreement. Such indemnity extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the second party in defending any such action, proceeding claim or demands.
- Term and Termination
- This Agreement shall begin on the Effective Date and continue for the Trial Period. Upon expiry of the Trial Period, the Agreement shall continue until: (i) you cancel all services; or (ii) you cancel or delete your account; or (iii) either party terminates the Agreement in accordance with its rights set out in the Agreement.
- Upon termination of this Agreement: (i) we shall immediately cease providing access to the Platform to you and all licences granted hereunder shall terminate; (ii) you shall promptly pay us all unpaid Fees and no Fees already paid shall be refunded; (iii) at your option, following receipt of a request from you, we shall delete (in accordance with the terms of the DPA) or return Your Data stored in our database in a machine readable format, free of charge, provided that such request is made within 30 days of termination. If you require any of Your Data to be returned in a different format, we reserve the right to charge for this additional service on time and materials basis.
- Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect.
We may provide notices or other communications to you regarding this Agreement or any aspect of the Platform, by email to the email address that we have on record for your account. Notices sent to us must be sent by email to firstname.lastname@example.org. The date of receipt for all notices shall be deemed the date on which such notice is given.
- No Third-Party Rights
Nothing contained in this Agreement is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
- This Agreement constitutes the entire agreement and understanding between you and us, superseding any prior agreements, representations, negotiations and discussions between you and Us relating to this matter. You confirm that you have not relied upon any promises or representations by us except as set forth in this Agreement.
- Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
- No party may assign, transfer or subcontract its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however we shall be entitled to assign the Agreement to any company in our group of companies or any entity that purchases our shares or assets as the result of a merger, takeover or similar event.
- You and us are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
- We may change or modify the terms of this Agreement upon giving you 30 days’ notice. All changes shall be deemed to have been accepted by you unless you terminate the Agreement prior to the expiry of the 30-day period. By using the Platform after the changes become effective, you agree to be bound by such changes to the Agreement.
- This Agreement shall be governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.