Terms Of Service
TalkLife Workplace Terms of Service
Last Modified: 12th December 2022
Terms Of Service
This document (together with any documents herein mentioned) sets forth the terms and conditions governing the use of this website and the purchase of the service through this website (hereinafter, the “Agreement”). Please read through this Agreement and our privacy documents prior to using this website.
About the service
TalkLife Workplace is an online global mental health support network allowing your employees access to instant, online support at any time of the day, for as long as needed and wherever they are. We use world-first machine learning and fully employed safeguarding teams to monitor in real-time and launch interventions when required.
If we detect that members are in a crisis we can launch platform interventions and escalate with minimal delay. TalkLife Workplace utilises peer support where users are encouraged to give and receive support from each other, further supported by peer supporters who are recruited, trained and managed by the TalkLife Workplace team.
Enjoy a global audience connecting employees worldwide with ongoing support; 24/7 Global safeguarding, signposting and moderation of content; and trained pee supporter volunteers on hand to offer support.
The site and platform are owned and the service is provided by TalkLife Limited („TalkLife”, „we”, „us” and „our”) a private limited company incorporated and registered in England and Wales with the company number 09104043.
Our registered office is at Runway East Building, 1 Victoria Street, Bristol, England, BS1 6AA.
We sometimes refer to you or ourselves as a “party”, together “parties”.
Authorised Users: Authorised Users are employees in the Customer’s organisation who are authorised to use the Services and for whom a valid User Subscription is in place. You (”Customer”, “you”, “yours”) will need to have Authorised Users to subscribe.
Billing Cycle and Billing Date: Your subscription will be determined according to Billing Cycles and Billing Dates. A Billing Cycle is a period to which you subscribe and the Billing Date is a specific payment date when you are charged for the Billing Cycle.
Services: Services refer to the subscription services under this agreement, as more particularly described below.
Software: The online software application provided as part of the Services.
Subscription Fees: subscription fees which are payable by you for the User Subscriptions.
Subscription Term: A Billing Cycle or more Billing Cycles together when you have a valid subscription in place.
User Subscriptions: user subscriptions that you purchase and which entitle Authorised Users to access and use the Services in accordance with this agreement.
How User subscriptions Work
1.1 Subject to the restrictions and other terms and conditions in this agreement, we grant you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services during the Subscription Term.
1.2 In relation to the Authorised Users, you undertake and agree that the maximum number of Authorised Users to access and use the Services shall not exceed the expected number of Authorised Users as it is purchased by your subscription.
2.1 You warrant us that:
(a) you have the right to sign up and bind your organisation under this agreement;
(b) you answer all questions about your organisation honestly and to the best of your knowledge. If you do not give us all of the information that we need we may not be able to complete your purchase;
(c) other than Authorised Users will have no access to the Services.
3.1 It is your responsibility to keep your password, account and the information stored on your account safe (including but not limited to your payment details) and not to disclose them to anyone else.
3.2 Information about your subscription is available in your account or you can contact us.
4.1 We agree to act as independent data Controller with any Personal Data input to the Services by Authorised Users. Each party shall comply with applicable data protection legislations in connection with the performance of this agreement.
4.2 We shall ensure that TalkLife has in place appropriate technical and organisational measures to protect Personal Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure, access or processing to ensure a level of security appropriate to the risk and harm that might result from such accidental, unauthorised or unlawful destruction, loss, alteration, disclosure, access or processing of the Personal Data.
4.3 Each party shall:
(a) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the other party may require in relation to the fulfilment of its obligations under applicable data protection legislations; and
(b) provide such information, co-operation and other assistance to the other party as the other party reasonably requires (taking into account the nature of processing and the information available) to ensure compliance with its obligations under applicable data protection legislations.
5.1 Confidential information means information that is proprietary or confidential and is either clearly labelled as such or identified as “Confidential Information” under this ‘Confidentiality’ clause.
5.2 Each party may be given access to Confidential Information from the other party in order to perform our obligations under this agreement. Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (for the purposes of that disclosure only).
5.3 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
5.4 Each party has to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
5.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute TalkLife's Confidential Information.
5.6 This clause 9 shall survive termination of this agreement, however arising.
6.1 The Services will be provided by us on and subject to the terms of this agreement during the Subscription Term.
6.2 We use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for
(a) planned maintenance, which may be carried out at any time outside Normal Business Hours. In this case, we will endeavour to provide at least 5 Business Days’ notice in advance of such maintenance, or any other maintenance that we plan to do; and
(b) unscheduled maintenance at any time for emergency reasons, provided that we have used reasonable endeavours to give you at least 6 Normal Business Hours’ notice in advance.
6.3 Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b) access all or any part of the Services in order to build a product or service which competes with the Services; or
(c) subject to the ’Assignment’ (see below), licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(d) attempt to obtain, or assist third parties in obtaining, access to the Services, other than Authorised Users.
6.4 You acknowledge that the provision of the Services and User Subscriptions is based on certain assumptions. In the event of any significant changes, including a large increase in the number of individuals requiring access to the Services, or the scope of the Services, we reserve the right to require a formal change notice, including the agreement to adjust the Subscription Fees payable by you.
7.1 We undertake that the Services will be performed substantially in accordance with the description for the Services as it is set out in this agreement, and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to TalkLife’s instructions, or modification or alteration of the Services by any party other than TalkLife or TalkLife’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, TalkLife will, at our expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. You understand and acknowledge that such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in 7.1 Notwithstanding the foregoing, we:
(a) do not warrant that the your or your Authorised Users’ use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained through the Services will meet your requirements; and
(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.4 We warrant that we have and will maintain all necessary licences, consents, and permissions necessary for the performance of our obligations under this agreement.
Your Obligations To Us
8.1 You agree to provide us with all necessary co-operation in relation to this agreement and all necessary access to such information as may be required by us in order to provide the Services.
8.2 You agree to comply with all applicable laws and regulations with respect to your activities under this agreement.
8.3 You agree to carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays of such assistance as agreed between you and us, we may adjust any agreed timetable or delivery schedule as reasonably necessary.
How We Charge You
9.1 Your subscription will continue until terminated (see ‘Term and Termination’ below). To use our Services you must create an account and provide us with one or more payment methods (“Payment Method”). Payment Method means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Unless you terminate your subscription before the end of your Billing Cycle, you authorise us to charge the Subscription Fees for the next Billing Cycle to your Payment Method.
9.2 All amounts and fees except where we state this otherwise:
(a) are payable in USD;
(b) are, subject to 18.4 (b), non-cancellable and non-refundable.
9.3 The charges will only include the payment for the Services and we will not charge any additional costs.
9.4 You agree that the Subscription Fees may be increased from time to time. Notification of change shall be given in accordance with ‘Changes to your subscription’.
10.1 To use the Services you must provide one or more Payment Methods. You authorise us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your Subscription Fees. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, we may suspend your access to the service until we have successfully charged a valid Payment Method. After 30 days of suspension we have the right to remove your account and terminate this agreement.
For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
10.2 You can update your Payment Methods by visiting your account or getting in contact with us. We may also update your Payment Methods using information provided by the payment service providers or otherwise. Following any update, you authorise us to continue to charge the applicable Payment Method(s).
11.1 Your Subscription Fees for the Services will be charged to your Payment Method on the Billing Date. The length of your Billing Cycle will depend on the type of subscription that you choose when you signed up for the Services. In some cases your Billing Date may change, for example if your Payment Method has not successfully settled, when your subscription is changed or if your subscription began on a day not contained in a given month. Contact us or check the details under your account. If you signed up for our Services using your account with a third party as a Payment Method, you can find the billing information about your subscription by visiting your account with the applicable third party.
Changes to your subscription
12.1 We may make changes to the Services from time to time; however, any price changes or changes to your User Subscription will apply no earlier than 30 days following notice to you.
Failure to pay
13.1 If we have not received payment for your Billing Cycle on its due date for any reason, we will, without any liability to you and without prejudice to any other rights and remedies, disable your passwords, accounts and access to all or part of the Services and we will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. If your account is on hold for longer than 30 days, we may terminate this agreement and remove your account.
14.1 Notwithstanding the circumstances set out in this agreement, we do not pay refund for the Services that we provided for you.
14.2 Should you be found eligible for any refund, it will be paid as soon as possible and, in all cases, within 14 days from the date of when we received notification of a legitimate request. Unless it is agreed otherwise, the refund will always be paid using the same payment means you used to pay for your purchase and this will not cause you any extra fees.
15.1 You acknowledge that we and/or our licensors own all intellectual property rights in the Services. Except as expressly stated herein, we do not grant you under this agreement any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
15.2 We confirm that TalkLife has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
Our Indemnity To You
16.1 We will defend you against any claim that the Services infringes any United Kingdom patent effective as of the effective date, copyright, trade mark, database right or right of confidentiality, and will indemnify you for any amounts awarded against you in judgement or settlement of such claims, provided that (a) we are given prompt notice of any such claim; (b) you provide reasonable co-operation to us in the defence and settlement of such claim, at our expense; and (c) we are given sole authority to defend or settle the claim.
16.2 In the defence or settlement of any claim, we may procure the right for you to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 5 Business Days’ notice to you without any additional liability or obligation to pay liquidated damages or other additional costs to you.
16.4 You agree that the foregoing and clause 18.4(b) (see ‘limitation of liability’ below) states the your sole and exclusive rights and remedies, and our (including our employees', agents' and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
17.1 YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDE A FORUM FOR INTERACTION BETWEEN AUTHORISED USERS AND OTHER INDIVIDUALS. WHILST WE SHALL HAVE IN PLACE REASONABLE MONITORING MECHANISMS, WE SHALL NOT BE OBLIGED TO MONITOR OR MODERATE ALL USE OF THE SERVICES AND ALL COMMUNICATIONS AND SUBMISSIONS MADE VIA THE SERVICES AND WE CANNOT BE RESPONSIBLE FOR THE SAME.
17.2 THE SERVICES MAY INCLUDE REFERENCES AND LINKS TO GUIDANCE AND SUPPORT, BUT THAT THESE ARE NOT INTENDED TO CONSTITUTE PROFESSIONAL ADVICE OR BE SOLELY RELIED UPON BY AUTHORISED USERS. YOU ACKNOWLEDGE AND AGREE THAT WE DISCLAIM ANY LIABILITY FOR THE SAME.
17.3 SUBJECT TO OUR LIABILITY LIMITATION BELOW, YOU ACCEPT THAT WE CANNOT TAKE LIABILITY FOR ANY LOSS, DAMAGES, EXPENSES, LIABILITIES OR CLAIMS ARISING FROM FRAUD OR SCAM OR ANY ACT OR OMISSION OF A THIRD PARTY AND THAT WE WILL NOT INDEMNIFY YOU OR YOUR AUTHORISED USERS FOR THE SAME.
17.4. IF YOU ARE UNSURE ABOUT THE LEGACY OF A MESSAGE, NOTIFICATION, PAYMENT REQUEST OR ANYTHING ELSE THAT YOU RECEIVE BECAUSE YOU HAVE A SUBSCRIPTION WITH US, WE ENCOURAGE YOU TO CONTACT US BEFORE YOU ACT.
Limitation of Liability
18.1 THIS CLAUSE 18 SETS OUT OUR ENTIRE FINANCIAL LIABILITY (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF ITS EMPLOYEES, AGENTS AND SUB-CONTRACTORS) TO YOU (A) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT; (B) IN RESPECT OF ANY USE MADE BY THE CUSTOMER OF THE SERVICES OR ANY PART OF THEM; AND (C) IN RESPECT OF ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
18.2 EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT
(A) YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS AND OUTPUTS OBTAINED FROM YOUR OR YOUR AUTHORISED USERS USE OF THE SERVICES, AND FOR CONCLUSIONS DRAWN FROM SUCH USE. WE HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION, INSTRUCTIONS OR SCRIPTS PROVIDED TO US BY YOU IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY TALKLIFE AT YOUR DIRECTION; AND
(B) ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT.
18.3 NOTHING IN THIS AGREEMENT EXCLUDES TALKLIFE’S LIABILITY
(A) FOR DEATH OR PERSONAL INJURY CAUSED BY TALKLIFE'S NEGLIGENCE; OR
(B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO CLAUSE 18.2 AND CLAUSE 18.3:
(A) TALKLIFE SHALL NOT BE LIABLE WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT; AND
(B) TALKLIFE’S TOTAL AGGREGATE LIABILITY IN CONTRACT (INCLUDING ANY INDEMNITY), TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL SUBSCRIPTION FEES PAID DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
19.1 Within 14 days of the date of your sign up to this Agreement you can cancel the Agreement (“Cancel”, “Cancellation”) and you will be refunded accordingly. Contact us for cancellation.
After 14 days, see ’Termination’ below.
Term and termination
20.1 Your User Subscriptions will be available until you terminate your subscription, or it is terminated otherwise according to the terms of this Agreement.
20.2 Your subscription automatically renews unless it is terminated. Either party may terminate the subscription before the end of each Billing Cycle, in which case the subscription will terminate upon the expiry of the applicable Billing Cycle. You can terminate your subscription by contacting us.
20.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order or serves notice of administration, or has a receiver, manager or administrative receiver appointed over its assets or shall have a winding-up order made against it or shall go into liquidation (except for the purposes of a solvent amalgamation or reconstruction and in such manner that the resulting company effectively agrees to be bound by or assume the obligations imposed on the predecessor company under this Agreement); or
(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
20.4 On Cancellation or termination of the subscription for any reason all licences granted under this agreement shall immediately terminate, and you will be obliged to immediately cease, and procure that all Authorised Users cease, all access and use of the Services;
21.1 Force majeure
We have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of TalkLife or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of any suppliers or sub-contractors, provided that you are notified of such an event and its expected duration. machinery, fire, flood, storm or default of any suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
21.2 our right to vary this agreement
We may, from time to time, change this Agreement. We will notify you about material changes at least 30 days before such changes apply to you. We assume that you agree with these Terms and Service at all material times if you continue to use our Services.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
22.4 Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
22.6 Entire agreement
This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.8 No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22.9 Third party rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this agreement shall be sent by email. All notices under this agreement will be deemed to have been received 24 hours after an email is sent.
22.11 Electronic communication
We will send you information relating to your Account (e.g. payment, authorisations, invoices, changes in password or Payment Method confirmation messages, notices) in electronic form only, for example via emails to your email address provided during the registration.
22.12 Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Last updated on 12th December 2022