HELPSPACE LTD
TERMS AND CONDITIONS – SERVICE USERS
1. ABOUT HELPSPACE AND THESE TERMS
1.1 Helpspace is an online marketplace platform that enables service users to transact directly with professionals in relation to the provision of various professional counselling and therapy sessions, which can be accessed at: www.helpspace.org.uk (the “Helpspace Site”).
1.2 The Helpspace Site uses software developed and maintained by 8x8 Inc. in order to provide video conferencing functions. This software is run on a Helpspace server and video calls are encrypted. The Helpspace Site may use other integrated third-party software from time to time (collectively the “Third Party Sites”).
1.3 The Helpspace Site is operated by Helpspace Ltd, a company incorporated and registered in England and Wales with company number 13029587 whose registered office is 10a Castle Meadow, Norwich, United Kingdom NR1 3DE (referred to as “Helpspace”, “we”, “us”, “our”). The Third Party Sites are operated by separate, third-party entities, and Helpspace shall not have any liability in respect of the Third Party Sites.
1.4 By using the Helpspace Site, you agree to and accept these Conditions. We may amend, vary, delete, or add to these Conditions from time to time. If we do amend them, we will notify you by way of e-mail correspondence (or some other method as we may decide from time to time) as soon as practicable thereafter. You should also review these Conditions on a regular basis to check for any changes.
1.5 By using the Third Party Sites, you agree to and accept the terms and conditions applicable to each of the Third Party Sites (copies of which are available to review at each of the Third Party Sites).
1.6 These Conditions set out the ways in which Service Users may make use of the Helpspace Site in order to purchase Sessions from Professionals. These Conditions form a binding contract between you and us. If you do not agree to these Conditions, please do not use the Helpspace Site and/or the Helpspace Services or any part of them. You will not be able to purchase any Sessions using the Helpspace Site until you have accepted these Conditions and agree to comply with the obligations that they place on you.
1.7 If you intend to participate on the Helpspace Site as a Professional, the Professional Conditions will apply separately.
1.8 If we have to contact you, we will do so by writing to you at the e-mail address you have provided to us. You can contact us using any of the following methods:
1.8.1 by e-mail to: info@helpspace.org.uk;
1.8.2 by writing to us at: Helpspace Ltd., 10A Castle Meadow, Norwich NR1 3DE, United Kingdom; or
1.8.3 by completing the “contact us” form which is available on the Helpspace Site at: https://www.helpspace.org.uk/contact.
1.9 When we use the words “writing” or “written” in these Conditions, this includes e-mails.
2. DEFINITIONS
2.1 The definitions in this clause apply to these Conditions.
“Conditions” these terms and conditions as amended from time to time.
“Contract” the contract between us and you on and subject to these Conditions.
“Helpspace”, “we”, “us”, “our” shall have the meaning set out in clause 1.3.
“Helpspace Services” the provision of the Helpspace Site and other associated services provided by us to you in accordance with these Conditions.
“Helpspace Site” shall have the meaning set out in clause 1.1.
“Intellectual Property Rights” patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill, and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how) and all other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Order” your order for a Session or Sessions to be provided to you by a Professional through the Helpspace Site (including where Sessions are provided as a package or subscription).
“Professional” any person, firm, or company who sells Sessions through the Helpspace Site.
“Professional Conditions” our terms and conditions with Professionals, which are available athttps://www.helpspace.org.uk/dashboard/terms.
“Professional T&Cs” the terms and conditions on which a Professional will supply the Sessions to Service Users, as may be uploaded to the Professional’s Profile from time to time.
“Profile” a particular web page on the Helpspace Site on which details of the Professional are displayed, along with details of the Sessions offered by such Professional from time to time. Each Professional offering Sessions on the Helpspace Site shall have their own Profile.
“Service User”, “you”, “your” any person, firm, or company who uses the Helpspace Site and who purchases or is seeking to purchase a Session.
“Sessions” the professional counseling or therapy sessions provided by a Professional to Service Users, and each one shall be a “Session”.
“Third Party Sites” shall have the meaning set out in clause 1.2.
“Users” any person, firm, or company who accesses and uses the Helpspace Site.
“Virus” any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
3. OUR CONTRACT WITH YOU
The Contract between you and us will come into existence when you access and use the Helpspace Site.
4. ACCESSING THE HELPSPACE SITE
4.1 Access to the Helpspace Site is permitted on a temporary basis. You accept that we may withdraw or amend the Helpspace Site or the Helpspace Services (including access to them) without notice to you. If we amend the Helpspace Site or Helpspace Services, any amendment will be subject to these Conditions. We will not be liable to you for any reason if the Helpspace Site and/or Helpspace Services are unavailable or inaccessible to you at any time or for any period.
4.2 You may register on the Helpspace Site or use the Helpspace Site as a guest. When registering, your details will be automatically registered through the Site. If you are registering on the Helpspace Site or purchasing a Session through the Helpspace Site, the Site will require you to provide certain information, including your name, your address, and an email address. All information provided by you to the Site must be truthful, accurate, and complete. You must correct or update any of the information which you provide to the Site as soon as practicable if it changes. We reserve the right at any time and at our sole discretion to reject any registration on the Helpspace Site or to suspend or remove any registration. We will not be required to give reasons for such rejection, suspension, or removal.
4.3 Unless we otherwise consent in writing, you may not register more than one account on the Helpspace Site.
4.4 You acknowledge that you may be required to set a password for your account on the Helpspace Site and/or any Third Party Sites. Any password or other security information for your account on the Helpspace Site and/or any Third Party Sites must be treated by you as confidential. You must not disclose such information to any third party. We, at all times, reserve the right to disable any password (whether chosen by you or us). You acknowledge and agree that you are responsible for all consequences arising from the use or misuse of your account and/or password. In particular, you acknowledge and agree that instructions and actions transmitted on the Helpspace Site or any Third Party Sites via your account will be deemed to have originated from you if your account details have been utilized.
4.5 You acknowledge that information transmitted via the internet is not completely secure, and we cannot guarantee that any communication by electronic means will reach its intended destination on time (or at all).
4.6 We (or a third party appointed by us) may be required to carry out maintenance on the Helpspace Site from time to time. While we will try to notify Users of any upcoming maintenance where possible, we may carry out emergency maintenance on the Helpspace Site without notice to you. We shall not be liable for any loss or damage suffered as a result of any maintenance or work on the Helpspace Site.
4.7 We reserve the right (at our sole discretion) to limit or otherwise restrict access to the Helpspace Site or Helpspace Services to Users for any reason whatsoever.
4.8 You acknowledge and agree that the functionality of the Helpspace Site will depend on the Third Party Sites, which are integrated into the Helpspace Site. We do not have any control over these Third Party Sites. We shall not be liable for any loss or damage suffered by you as a result of any failure or delay of the Third Party Sites, including where the failure or delay of a Third Party Site causes failure or delay of the Helpspace Site.
5. USING THE HELPSPACE SITE (IMPORTANT – PLEASE READ)
5.1 The Helpspace Site (integrating the Third Party Sites) is a platform to facilitate the offering and completion of transactions for Sessions between Professionals and Service Users.
5.2 When you purchase Sessions through the Helpspace Site, the binding legal contract will be between you and the relevant Professional. We are not a party to any contract of sale for the Sessions between you and the Professional concluded through the Helpspace Site.
5.3 Any contract of sale between you and a Professional for the Sessions which is concluded through the Helpspace Site will be subject to the Professional’s T&Cs as displayed on the Profile of the relevant Professional and/or on any Third Party Sites prior to you booking a Session. You acknowledge and agree that we shall not be a party to the Professional’s T&Cs and shall not be liable or responsible in any respect whatsoever for, or in connection with, the Session(s) or any other services provided to you by the Professional.
5.4 Please note that the responsibility for compliance and enforcement of any rights under the contract of sale between you and the Professional shall be between those parties.
5.5 We do not and shall not make any warranty, guarantee, representation, undertaking or otherwise in respect of the quality, compliance, legitimacy, or legality of the Sessions that are offered for sale on a Professional’s Profile. We have not vetted or verified any of the Sessions sold by any Professional on the Helpspace Site. Any warranties (whether express or implied) are disclaimed by us absolutely to the fullest extent that may be permitted by law. Nothing in these Conditions will affect your rights against the Professional.
5.6 You may not use the Helpspace Site and/or the Helpspace Services for any activity that is unlawful in the UK or the country that you are domiciled or using the Helpspace Site (if different).
5.7 You may not transfer your account on the Helpspace Site and/or the Third Party Sites to another party or allow another party to use your account without our prior consent in writing.
5.8 There will be links on our Helpspace Site to third party websites (including the Third Party Sites). We have not reviewed these third party websites. You acknowledge and agree that we do not have any control over such sites or resources. If you decide to use the third party websites (including any Third Party Sites), you do so at your own risk. We will not be liable for any loss or damage that may arise from or in connection with your use of such websites.
6. YOUR ADDITIONAL OBLIGATIONS
6.1 During the term of the Contract, you hereby undertake to:
6.1.1 provide us with all co-operation and information that is reasonably required by us in order for us to properly provide the Helpspace Services;
6.1.2 establish and maintain internet access through the use of a suitable computer or similar device;
6.1.3 ensure that any computer hardware and/or software used is properly equipped and functions with up-to-date software and up-to-date protection against Viruses;
6.1.4 comply at all times with the terms and conditions of the Third Party Sites; and
6.1.5 ensure that any communication with or data transmitted to us does not contain or transmit any Viruses and is not:
(a) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; or
(b) facilitating any illegal activity.
6.2 You must not:
6.2.1 do or omit to do anything that causes the Helpspace Site, Third Party Sites, or the Helpspace Services to be interrupted, damaged, or impaired;
6.2.2 do anything that imposes or may impose (in our opinion) an unreasonable or disproportionately large load on the Helpspace Site’s or the Third Party Sites’ infrastructure or that amounts to a denial of service attack;
6.2.3 establish a link to the Helpspace Site in any way that may damage our reputation or suggest association, approval, or endorsement with or by us unless we give you express written consent.
7. PLACING AN ORDER
7.1 When you place an Order on the Helpspace Site, this will be an offer by you to purchase the Session(s) from the relevant Professional on the terms and conditions of their Professional’s T&Cs as displayed on their Profile and/or any Third Party Sites from time to time.
7.2 Your Order will be placed when you click “Pay Now” to complete the check-out process. When your Order is placed, we will send your Order to the Professional. We will also notify you in writing to confirm receipt of your Order; however, this will not amount to an acceptance of the Order.
7.3 Once you have placed an Order, you authorize us to immediately charge you by your method of payment for the purchase price of the Session(s) (as specified when you checked out). We may rely on your placing of an Order as an instruction to us to take your payment.
7.4 No Order will be accepted unless and until we confirm in writing that your Order has been accepted. A contract of sale will come into existence between you and the Professional at the point we send this written acceptance of the Order to you. We will also confirm details of the Session(s) you have purchased and instructions (including, where applicable, a link) for attending the Session(s).
7.5 In the event that your Order is for a Session which is either no longer offered by the Professional, or for a time slot which is not available, the Professional will contact you using the contact details that you have provided to us in order to rearrange the Session. If it is not possible to rearrange the Session, we will refund you the purchase price that was charged to your original method of payment for the Session(s) which are not able to go ahead.
7.6 In the event that your Order is for a Session with a Professional who is no longer able to provide Sessions (for example, because the Professional has been suspended by Helpspace or the Professional has ceased providing Sessions for any reason), the Professional (or us on the Professional’s behalf) will refund you the purchase price that was charged to your original method of payment for the Session(s) which are not able to go ahead.
7.7 We may, at our sole discretion, refuse to process an Order for any reason or refuse the Helpspace Services to anyone at any time. We will not be liable to you or any third party in these circumstances.
8. PAYMENT
8.1 Payments made by you in respect of transactions made through the Helpspace Site shall be made through our third-party payment provider. The third-party payment provider shall accordingly transfer the payment to the relevant Professional on your behalf (less any applicable fees and/or our commission). You acknowledge and agree that all payments relating to the purchase of a Session by you through the Helpspace Site will be handled by a third-party payment provider.
8.2 Any payment for a Session which is made by you on or through the Helpspace Site (including through a third-party payment provider) will satisfy your obligation to pay for the Session.
8.3 The Session listing on the Professional’s Profile will clearly set out the price of the Session inclusive of any taxes (including, for the avoidance of doubt, any VAT, sales tax, or similar charges or levies), and any other fees that will apply.
8.4 The Session listing will show the price of the Session in pounds sterling (£). You agree to pay for the Session in pounds sterling. Some banks may charge you an additional fee for certain transactions, and you agree that you will pay any additional fee together with the price for the Sessions.
8.5 You may only pay for the Session using the payment methods we make available from time to time.
8.6 When an Initial Session is purchased, we will attempt to charge your payment immediately, if payment is required. Should the Initial Session be offered free of charge, your payment method will not be charged.
8.7 When a follow-up session is booked, we will attempt to charge your payment method 48 hours before the session start time. Should this payment method fail, we will make another attempt to charge your payment method 1 hour before the session start time. If this attempt should fail, your appointment will be automatically canceled by our system, and you will receive a notification email to that effect. The Professional will also be informed.
8.8 Should a follow-up session be booked less than 48 hours before the session start time, we will attempt to charge your payment method immediately. Should this payment method fail, we will make another attempt to charge your payment method 1 hour before the session start time. If this attempt should fail, your appointment will be automatically canceled by our system, and you will receive a notification email to that effect. The Professional will also be informed.
8.9 If your payment is not authorised by your credit card issuer or bank, your Order will be rejected.
9. REFUNDS
9.1 The Helpspace standard refund policy from time to time will apply to any refund of the price paid for any Sessions purchased from the Professional through the Helpspace Site.
9.2 Refunds are processed automatically in accordance with these Conditions and the Helpspace standard refund policy. If a Service User has any queries about the Helpspace Refund Policy, or for questions regarding exceptional circumstances, the Service User can contact a member of the Helpspace staff at info@helpspace.org.uk.
9.3 In the event that a refund is to be made for a Session, we will refund the applicable purchase price for the Session to the payment method used to purchase the Session.
9.4 All sessions canceled by the Professional will be refunded to the client in full, regardless of the date and time of cancellation.
9.5 Sessions canceled by the client less than 48 hours before the appointment start time will be charged in full.
10. DISPUTES
10.1 If you have any complaints and/or questions regarding a Session which you have purchased through the Helpspace Site, please direct these to us in the first instance by contacting us using one of the methods set out in clause 1.7. Please provide us with full particulars of any complaint, together with any supporting evidence (if applicable).
10.2 We will pass your complaint and/or question together with your contact details to the Professional who will respond to you directly. The Professional shall be under an obligation to respond to your complaint as soon as reasonably practicable, and in any event, within 3 working days of being notified of the complaint.
10.3 You will use all reasonable efforts to resolve the issue giving rise to the complaint with the Professional in good faith. You must communicate with the Professional in the English language.
10.4 If the complaint has not been resolved to both parties’ satisfaction within 5 working days of the Professional being notified of the complaint, we will contact the Professional directly to determine whether they have acted in accordance with these Conditions, the Professional T&Cs, and their refund policy.
10.5 We shall review the complaint within a reasonable timeframe. To enable us to do so, we may request that you provide us with further information. You must respond to any request for further information within 5 working days of each request.
10.6 Following the review of your complaint in accordance with the procedure set out in this clause, we shall determine whether or not the Professional has breached these Conditions, the Professional’s T&Cs, and/or their refund policy. Accordingly, we may:
10.7 Any decision made by us in respect of a complaint or refund shall be final and binding, in the absence of manifest error or fraud.
10.8 In the event of any dispute with the Professional, we shall be entitled to direct you (and/or any other person) to any professional body with which the Professional is registered.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 You acknowledge and agree that all title, rights, and interest to or in the Intellectual Property Rights arising out of or in connection with the Helpspace Services and/or the Helpspace Site shall be owned by us.
11.2 You agree that you will not extract, copy, reproduce, modify, create derivative works from or utilize any or all of the content on the Helpspace Site and/or the Helpspace Services for any purpose unless we otherwise consent in writing.
11.3 You hereby grant us an irrevocable, non-exclusive royalty-free license to use any material that you upload onto the Helpspace Site for any purpose.
11.4 You agree to reimburse us for all claims brought by third parties against us arising out of or in connection with any material that is uploaded by you or on your behalf that infringes on another party's Intellectual Property Rights.
12. TERMINATION AND SUSPENSION
12.1 We reserve the right to suspend or terminate this Contract immediately and remove your account on the Helpspace Site and/or any Third Party Sites without notice if, in our sole opinion, you are in breach of these Conditions.
12.2 You may terminate your account on the Helpspace Site and/or any Third Party Sites at any time by giving us written notice.
12.3 Any provision of these Conditions that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Contract shall remain in full force and effect after termination or expiry.
12.4 Termination or expiry of this Contract shall not affect any rights, remedies, obligations, or liabilities that we have accrued up to the date of termination or expiry.
13. HOW WE MAY USE YOUR PERSONAL INFORMATION
13.1 We will only use your personal information as set out in our Privacy Policy, a copy of which can be viewed here: https://www.helpspace.org.uk/privacy.
14. LOSS AND DAMAGE SUFFERED BY YOU
14.1 If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract 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 the Contract was made, both we and you knew it might happen.
14.2 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; for fraud or fraudulent misrepresentation; or for breach of your legal rights in relation to the Helpspace Services.
14.3 We only supply the Helpspace Services for domestic and private use. If you use the Helpspace Services for any commercial, business, or resale purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
15. GENERAL
15.1 Confidentiality. We treat information that you have provided to us with the utmost care. Where you provide confidential information to us, we shall not disclose that information to any person other than Professionals and our employees, officers, representatives, and advisors who need to know that information in connection with the Contract or as otherwise may be required by law, a Court order, or any government or regulatory body.
15.2 We may transfer this Contract to someone else. We may transfer our rights and obligations under this Contract to another organisation. We will always tell you in writing if this happens, and we will ensure that the transfer will not affect your rights under the contract.
15.3 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under this Contract to another person if we agree to this in writing.
15.4 Nobody else has any rights under this Contract. This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.5 If a court finds part of this Contract illegal, the rest will continue in force. Each of the clauses of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
15.6 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Contract, or if we delay in taking steps against you in respect of your breaking this Contract, that will not mean that you do not have to do those things, and it will not prevent us from taking steps against you at a later date.
15.7 Events outside our control. If the provision of the Helpspace Services and/or the Helpspace Site is delayed by an event outside our control, then we will contact you to let you know (where possible). In any event, we will not be liable for delays caused by the event outside our control, but if there is a risk of substantial delay, you may contact us to end the contract.
15.8 Which laws apply to this Contract and where you may bring legal proceedings. These terms are governed by English law, and you can bring legal proceedings in respect of the services in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the services in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the services in either the Northern Irish or the English courts.
16. INITIAL EXPLORATORY SESSIONS
16.1 An "Initial Exploratory Session" is a preliminary appointment, intended to assess the compatibility between a client and a therapist. These sessions are conducted with the same professional standards and confidentiality as regular counselling sessions but are specifically aimed at determining the suitability of the therapeutic relationship.
16.2 We may offer our clients Initial Exploratory Sessions from time to time, free of charge, at our absolute discretion. Where we do so, you will be entitled to two Initial Exploratory Sessions free of charge within any given three-month period.
16.3 If a client wishes to book any additional Initial Exploratory Sessions in excess of those offered in accordance with paragraph 16.2, these will be either:
16.4 Criteria for Non-Match: A non-match may be determined based on therapeutic approach, specialty needs, personal compatibility, or scheduling conflicts. Either the client or the therapist can initiate a non-match decision within seven days of the relevant Initial Exploratory Session if they feel for any reason that ongoing sessions would not be beneficial.
16.5 Process for Determining Non-Match: If either party determines a non-match in accordance with paragraph 16.4 above, this decision must be communicated to us via email within seven days following the relevant Initial Exploratory Session. Provided we have been notified within seven days following the relevant Initial Exploratory Session, and subject to paragraph 16.10 below, we will then facilitate the process for arranging an alternative session.
16.6 Timeframe: Clients wishing to avail of an additional Initial Exploratory Session in accordance with paragraph 16.3 under this policy must request it from us via email within seven days of the relevant Initial Exploratory Session.
16.7 Booking Procedure: To book an additional Initial Exploratory Session, clients should contact us via email. Subject to paragraph 16.10 below, we will then provide instructions for selecting and booking a session with a different practitioner.
16.8 Privacy: Feedback and information shared regarding the determination of a non-match will be handled with the utmost confidentiality.
16.9 Complaints: Where a client wishes to make a complaint regarding their eligibility for an additional free Initial Exploratory Session or otherwise, clients can contact us via email at support@helpspace.org.uk. We reserve and will have sole discretion to resolve such matters.
16.10 Limitation of Liability: Our total liability to you for any loss caused to a client shall not exceed the amount actually paid by the said client for their Initial Exploratory Session(s). Notwithstanding paragraph 16.10 above, we shall not be liable for any loss of profits, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill and/or indirect or consequential loss.
16.11 Revision of Terms: We reserve the right to modify this policy at any time without notice. Modifications will be communicated through email and will take effect immediately unless otherwise stated.
16.12 Feedback Mechanism: Clients and therapists are encouraged to provide feedback on their Initial Exploratory Session experience to us via email. We welcome all feedback but respect the privacy and comfort of all parties involved.