TERMS OF SERVICE                                                                                              

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These T&Cs apply to the platform and services we provide and constitute a legally binding agreement between us. If you continue using the services, you accept these T&Cs.

IF YOU DON’T AGREE TO THE TERMS, YOU MUST DISCONTINUE USE OF THE SERVICES & OUR PLATFORMS

1. AGREEMENT

1.1. We are Help with Digital Ltd, and you are the business purchasing/using the services.

1.2. Your agreement with us includes the services specification, these terms and additional terms agreed (aka Terms).

1.3. If you use, access, book, order or instruct us to provide services or sign the agreement you accept the Terms (aka acceptance, order or instructions) and agree to ensure that your personnel/representatives (team) adhere to them.

1.4. In the Terms: ‘agree’ means agree in writing (incl. email); ‘/’ means and/or; ‘sites’ include sites/platforms used.

1.5.The specification and any additional terms for services agreed override these terms where they differ.

2. SERVICES & PAYMENT

2.1. We’ll provide the services to you on a non-exclusive basis as per the specification and any terms agreed.

2.2. The services are any services/deliverables and site(s) purchased/agreed or made available. The term services means deliverables except where the context doesn’t permit this or where expressly excluded.

2.3. The specification includes services specified and associated terms agreed, including via cover sheets, statements of work and/or sign-up/check-out (as applicable) which refer/link to these terms.

2.4. We’ll use commercially reasonable endeavours to meet any timetable agreed if you and/or your team engage us reasonably, provide clear and timely instructions and cooperate with us. 

2.5. We may suspend or restrict access to the sites or your account for maintenance, security, or breach of the Terms.

2.6. Any sessions or time retained or allocated to you for services that are missed or remain unused don’t carry over or accumulate and constitute chargeable services provided, unless otherwise agreed.

2.7. We may adjust the services format, content and delivery. Content and sites are “as available” and “as is”.

2.8. We may allow or suspend access to certain free services at any time at our sole discretion (discretionary services).

2.9. Charges are due/payable in full in advance or as otherwise agreed, via card, transfer or processors (as permitted).

2.10. We’ll invoice you accordingly (plus applicable VAT/taxes). Interest (8% p.a. accruing daily) applies to late payments.

2.11. We reserve the right to suspend provision of services without penalty until you pay us outstanding sums due in full.

2.12. No refunds are provided unless required by law or a court/authority or as per specific/additional terms.

3. TERM & TERMINATION

3.1. Commencement. The Terms take effect and we’re contractually bound to provide agreed services from when we first accept (not simply acknowledge) your order/instructions in writing, countersign, or provide access to the services.

3.2. Termination. Unless additional/specific terms specify a termination date (for example, because the duration is a fixed term), the agreement is ongoing and remains in effect until terminated as follows.

(a) Automatic. The agreement will terminate automatically on any end date expressly agreed, otherwise notice is required.

(b) Notice. Subject to any rights of termination (and applicable notice) agreed, either party has the right to end the agreement with no fewer than 30 days’ written notice (for convenience), and in any event any such notice shall not take effect before the expiration of any agreed minimum term or fixed term, if applicable.

(c) Priority. Nothing in the Terms restricts our termination or suspension rights under clause 3.2.(d), which has priority.

(d) Notice for cause. We may end the agreement or licences immediately (and doing so doesn’t affect our legal rights or remedies) with written notice to you in the event of : (i) material/persistent breach(es) of the agreement by you that are not resolved within 7 days of our written request; (ii) charges or other agreed sums due to us going unpaid for more than 7 days; (iii) your insolvency/bankruptcy; (iv) your incapacity; or (v) unlawful, fraudulent or deceitful conduct by you.

3.3. On termination we’ll invoice you for applicable charges for services up to that date, and you agree to promptly pay outstanding sums, return our property and stop using services (excluding the specific deliverables you’ve paid for in full and/or discretionary period services, if applicable).

4. YOUR RESPONSIBILITIES

4.1. Cooperate, participate and engage fully, reasonably and in good faith, with us and the services.

4.2. Maintain appropriate, lawful, respectful conduct at all times when using the services and interacting.

4.3. Obtain/maintain all necessary/required licenses, permissions, authorisations, approvals, registrations, certifications and consents that may apply in connection with the agreement, your use of the services, and anything you share with us.

4.4. To enable us to deliver the services, you agree: (a) to co-operate with us, including by appointing a single point of contact or project manager; (b) (if applicable) to provide us and our team, in a timely manner and at no charge, access to your information, data, documentation, websites, products, platforms, social media sites/accounts, software, systems, premises, and other facilities or things as necessary for us to perform our obligations; (c) to provide, in a timely manner, accurate and complete data, information, materials and instructions that we request from time to time.

4.5 If our ability to perform the services is prevented or delayed by you or your team defaulting on any obligation listed in clauses 4.1–4.4 above: (i) we will be entitled to suspend our performance of the services until you’re able to resolve things, and to rely on such to relieve us from the provision of the services; (ii) we shall not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention, delay or suspension, and we shall be entitled to payment of applicable charges and any pre-agreed third party costs and expenses regardless.

4.6. You agree not to copy, share, distribute, or exploit services, our intellectual property or anyone else’s.

5. INTELLECTUAL PROPERTY (IP), DATA & CONFIDENTIALITY

5.1. Your IP. You (or your licensors) own anything you share with us and authorise us to use it to provide services to you.

5.2. Our IP. We (or our licensors) own all worldwide IP rights in anything we provide as part of the services, in any form.

5.3. Key deliverables. Subject to clause 5.6, in relation to key deliverables (namely specific outputs of the services we agree to provide to you as part of a specific service), once you pay the applicable charges for them in full: we assign to you, with full title guarantee and, so far as we are aware, free from all third party rights, all intellectual property rights in those key deliverables only.

5.4. For all services and deliverables other than the key deliverables, we grant you a limited, non-transferable, non-sublicensable licence to use them in your business only for the agreement duration, unless otherwise explicitly agreed.

5.5. You may only use/access services during the agreement duration or agreed licence period.

5.6.  Our proprietary IP. (i) The following elements incorporated into the services remain our property: know-how, works, frameworks, concepts, strategies, ideas, items and materials or anything else developed or procured to be developed by us or our team at any time for use in relation to our business or any or all of our customers or clients generally, and not specifically and exclusively for the provision of the services to you. We hereby grant you (and if those elements include any third-party materials, shall provide commercially reasonable assistance to procure the grant from those third parties) the following extended licence to use those elements as part of the deliverables, if you pay our charges in full and as long as you adhere to the Terms: perpetual, non-exclusive, non-transferable, non-sublicensable licence to use them in your business (or other purposes explicitly agreed). (ii) We may use and develop any concepts, frameworks, techniques, research, know-how or methods in delivering the services (excluding anything you share with us), and may offer similar services to others using our general skills, knowledge and experience. You acknowledge we may use proprietary materials (ours or third parties’) in our Services and may create new proprietary know-how and materials during delivery which won’t form part of the Deliverables, and you agree you won’t have any rights in these.

5.7. Privacy. We agree to process your personal data as per our privacy policy. Each party acts as an independent controller unless otherwise agreed. If we process personal data on your behalf, we’ll do so as per the following additional terms: data processing agreement or data protection terms.

5.8. Authorisation. For the purpose of providing the Services to you, you authorise us to share your materials, information and data with third-party sub-processors and other providers approved by us (including subcontractors, service providers, products, platforms, and other technologies used to support, operate or deliver the Services), as described in our Privacy Policy or any applicable data processing agreement or terms agreed time to time, provided that such recipients are bound by confidentiality and privacy obligations no less protective in all material respects than those in this agreement.

5.9. Confidentiality. You and us must keep the other’s confidential information private and only use/disclose it: (i) to perform the agreement; (ii) where legally required; (iii) where authorised in writing; or (iv) to those persons who strictly need to know and are bound to confidentiality. Exceptions apply where the info is public, already known, received lawfully from a third party, or required by law to be disclosed.

5.10. We may use your testimonial (incl. your name/image/logo) to market the services unless/until you ask us not to.

5.11. Sessions and publication. (i) You agree to keep other participants’ contributions strictly confidential and respect their privacy as per applicable data protection laws. (ii) We’ll only record and share recordings of 1:1 sessions with your consent. (iii) You agree for group sessions to be recorded or photographed for our internal purposes and providing services. (iv) You provide consent for us to record, photograph and share recordings of group sessions with other people in the applicable programme, group, membership, organisation or community only (as applicable). (v) We may publish any photographs or recordings of sessions if they do not identify you, your business or team.

5.12. You are responsible for your team and agree to ensure that they comply with the confidentiality and privacy obligations set out above.

6. LIMITATION OF LIABILITY & DISCLAIMERS

6.1. We don’t exclude or limit in any way our liability to you where it would be unlawful to do so.

6.2. We limit our total liability to you, per claim, to the greater of: (i) 100% of the charges paid or payable for the services giving rise to the claim; or (ii) £50 where those services were provided free of charge.

6.3. Our total aggregate liability for all claims arising under or in connection with this agreement shall not exceed 100% of the total charges paid under this agreement.

6.4. To the fullest extent permitted by law, and subject to clause 6.1, we shall have no liability to you for the following types of loss arising out of or in connection with the agreement: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of use or corruption of software, data or information; (v) loss of or damage to goodwill; (vi) indirect or consequential loss; and (vii) loss arising as a result of our complying with our legal and regulatory duties.

6.5. You indemnify us/our team/licensors for losses, costs or claims, if you infringe any person’s rights.

6.6. Dynamic business context. We do not represent, warrant or guarantee that the deliverables will be or remain suitable, complete or fit for purpose at any time and where your business circumstances change or if instructions or materials you provide us are or become inaccurate, incomplete, misleading or outdated.

6.7. Use at your discretion. You are solely responsible for assessing the suitability, applicability and timing of implementing or relying on any deliverables, and for making your own decisions based on your business judgement and operational context at the relevant time.

6.8. No outcomes guaranteed. Unless expressly agreed otherwise, we do not guarantee any specific outcome, result, commercial impact or success arising from the services.

7. STATUS. No partnership, joint venture, employment or agency relationship is created between you/us.

8. SEVERANCE: Unenforceable terms shall be modified to be enforceable if possible, or removed if not.

9. VARIATION.  No variation of the agreement by you or us has any effect unless it is agreed in writing.

10. WAIVER. If a party chooses not to enforce a right or use a remedy, it must clearly state this in writing.

11. SURVIVAL.  Every provision of the agreement that expressly or by implication is intended to, shall survive termination.

12. ENTIRE AGREEMENT.  Only the agreement constitutes the entire agreement between us.

13. FORCE MAJEURE. We’re not liable for delays (and any knock-on effects) caused by events outside our reasonable control, and if they last over 60 days, either of us can end the agreement immediately with written notice.

14. NON-POACHING. You agree not to solicit/entice away our team before 6 months after termination (you may run ads).

15. ASSIGNMENT AND OTHER DEALINGS.  (i) The agreement is personal to you, and you shall not assign, transfer, subcontract, substitute, novate, delegate or deal in any other manner with any or all of your rights and obligations under it, without our consent. (ii) We may do any of those things at any time, without notice or your consent.

16. SUBCONTRACTORS. You agree that we may use subcontractors to perform the services. They shall be suitably qualified/skilled, and we shall remain responsible for all their acts and omissions.

17. RESOLUTION, GOVERNING LAW & JURISDICTION.  If you’re unhappy with our services, you/us agree to try and resolve the issue within 14 days in good faith. If that’s not successful, if we both agree, the next step is to appoint an independent third party mediator or use mediation under the CEDR Model Procedure, in either case within 14 days. After that, if the dispute isn’t resolved within 60 days via mediation/negotiation, it can be settled by the courts. Each of us will pay our own legal costs and share the mediation costs equally, unless a court later awards costs otherwise. The agreement and any related dispute or claim will be governed by and construed according to the laws of England & Wales. Both parties irrevocably agree that only the courts of England and Wales have the authority to settle any dispute or claim. Irrespective of this clause, either party may at any time seek injunctive or interim relief in the courts of England & Wales.