These Terms and conditions, alongside with the terms and conditions listed on the website, constitute a legally binding agreement (‘agreement’) made between you, whether personally or on behalf of another person or an entity (“you”, “your”, “client”) and Mindhamok Ltd company number 12852947, with registered offices in 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, (“we”, “us”, “our”, “Mindhamok”), which are individually referred to as a “Party” and collectively as the “Parties". Please read the Agreement carefully.

This agreement regulates your access to and use of Mindhamok services indicated in Annex 1. Services are also indicated on Mindhamok website, and vary according to the type of subscription you choose. Mindhamok reserves its right to change the content of the services at any time without notice.

You agree that, you have read, understood, and agree to be bound by all of these Terms of Service, and by the terms and conditions listed on the website.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service and terms and conditions listed on the website at any time and for any reason. As a result, access to Mindhamok’s services may vary, and some services may no longer be available or change.

We will alert you about any changes by updating the “Last updated” date of these Terms of Service and/or terms and conditions listed on the website, and you waive any right to receive specific notice of each such change.

It is your responsibility to periodically review these terms and conditions, and the terms and conditions on the website to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised terms and conditions, and/or terms and conditions listed on the website by your continued use of the services after the date such revised terms and conditions, and/or terms and conditions listed on the website are posted.

BACKGROUND

• Mindhamok is a private company limited by shares which provides emotional support consultancy in the form of Helpline and counselling services.
• By subscribing to our services, you agree to engage the services provided by Mindhamok indicated in Annex 1, subject to the terms of this agreement.

IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Agreement, unless the context otherwise requires:

‘Agreement’ means the main body of this Agreement, the Annexes hereto and the Terms and Conditions listed on Mindhamok website;

‘Mindhamok Personnel’ means all the employees, agents, consultants and independent contractors (including advisors) of Mindhamok;

‘Commencement Date’ means the date you subscribe t0 the services from the website;

‘Confidential Information‘ means all information, material and data (including Personal Data as defined below) relating to you which Mindhamok or Mindhamok Employees/contractors may receive or come into contact with for any reason in connection with the provision of the Services unless it being understood that Confidential Information shall not include:

                  (a)   Information that was in the public domain at the time of the disclosure; or

                  (b)   Information that although originally Confidential Information, was then subsequently entered in the public domain.

‘Initial Term’ means the term from the execution date of this Agreement and the expiry hereof, in accordance with clause 3 hereunder,

'Personal Data' has the meaning given by UK Data Protection Act 2018,

‘Services’ means the services set out in Annex 1 hereto,

‘Term’ means the period commencing on the Commencement Date and ending upon the expiry or termination for whatever reason of this Agreement,

‘Subscription’ means the subscription to one of the subscription packages available on Mindhamok website.

‘Transaction’ means an electronic contract between you and Mindhamok.

1.2    Reference to any statute or statutory provision includes a reference to the statute or statutory provisions as from time to time amended, extended or re-enacted.

2. OBJECT OF THE AGREEMENT

                  The Agreement refers to the provision of Services, in exchange for a payment of fees as indicated on the Website and in Annexes 1& 2).

3. DURATION

                  This Agreement takes effect as of the date you subscribe to the services from the website and shall remain in force for the duration of the subscription selected.

3.1    Automatic Renewal If the membership is set to Automatically Renew, upon expiration time, this Agreement will automatically roll over for the length of the period of the subscription selected on the same terms and conditions (‘Renewal Term). Mindhamok reserves the right to amend the fees for the Services agreed in clause 2 and Annex 1.

4. MINDHAMOK’ s OBLIGATIONS

4.1    Mindhamok undertakes to provide the Services provided for by clause 2 in accordance with Annex 1.

4.2    Mindhamok shall at all times perform the Services with reasonable care and skill and shall ensure that all its Employees engaged in the provision of the Services are suitably skilled and qualified to perform the Services and the tasks assigned to them.

4.3     Mindhamok warrants that its Employees are vetted to ensure that they meet applicable qualification standards and all other required standards relating to their experience and expertise, and (where appropriate) have received the necessary clearance required by the relevant UK legislation concerning the protection of children and vulnerable adults.

5. CONFIDENTIALITY AND DATA PROTECTION

5.1   Mindhamok agrees that your details shall be registered in line with current best practice and with the UK Data Protection Act 2018. Mindhamok’s privacy policy is set out in Annex 3.

5.2    Mindhamok undertakes to keep, and shall ensure that all its Employees shall keep, Confidential Information confidential and are not at any time or for any reason whatsoever, use or disclose such Confidential Information or allow it to be used or disclosed to a third party except as permitted hereunder or as may be necessary to enable Mindhamok to perform the Services.

5.3   Mindhamok undertakes not to use or disclose information to any individual, company or other form of organisation that could compromise the identity of an individual seeking support via the Services, without consulting each other so that informed client consent is obtained prior to any such disclosure.

5.4    The provisions of clauses 5.1, 5.2 and 5.3 shall not apply to any Confidential Information to the extent that:

 5.4.1  Disclosure is required by law, regulation or order of a court or tribunal of competent jurisdiction; or

 5.4.2   Disclosure is necessary to protect your vital interests or of any third person. In particular, in the event of serious potential self-harm or harm to others, including risk to children or vulnerable adults, Mindhamok personnel shall inform or consult appropriate authorities, following duty of care in the client’s and the public best interest.

5.5    The provisions of this clause shall survive the termination or expiry of this Agreement for whatever reason.

5.6    Each Party shall indemnify and hold the other Party harmless from and against any loss or damage (including damage to reputation and/or goodwill) and all costs and expenses (including without limitation reasonable legal costs and expenses) that the other Party may suffer as a result of the breach of this clause 5.

5.7    We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.

                  You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

6. YOUR OBLIGATIONS

6.1  You can acquire Content on our Services for a charge, which is referred to as a “Transaction.” Each Transaction is an electronic contract between you and Mindhamok, and/or you and the entity providing the content on our services. All Transactions are final. Prices may change at any time without notice.

                  By clicking on the ‘subscribe’ button, you undertake to pay Mindhamok’s fees at the rates set out in Annex 2, it being understood that all such amounts are subject to VAT at the rate in force from time to time. All payments shall be made upon the subscription to the services via the website. The Fees set out on Mindhamok website have been agreed on by the Parties for the Initial Term and may be subject to review in the event of the automatic renewal of the Agreement. Any such revision of the fees shall appear on Mindhamok’s Website and it is going to form an essential and integral part of this Agreement.

6.2   You agree to indemnify and hold Mindhamok harmless from and against any loss, damage or liability (whether civil or criminal) and/or costs and expenses (including without limitation reasonable legal costs and expenses) deriving directly or indirectly from the breach of the provisions of clause 6.

6.3    Confidentiality waiver

                   Any and all information that you share with Mindhamok shall remain confidential with very few exceptions. Confidentiality is a basic requirement of trust in the provision of listening and emotional support, and necessary to ensure its success.

                  You hereby agree to waive the right to the confidential treatment of your personal data in the event that a clear and present danger is assessed by Mindhamok personnel and/or contractors. Under those circumstances, some information may be shared on a “need-to-know” basis with other bodies whose involvement is necessary to attend to an assessed risk. Where possible, this will be discussed first with you.

                  Examples of clear or present danger may include, by way of example, but not limited to, situations of potential self-harm or harm to others, including risk to children or vulnerable adults, or any other situation that any reasonable person would consider to represent a clear and present danger to you and/or any other third party.

7. TERMINATION

7.1   In the event that either Party hereto fails to comply with any of their respective obligations arising out of this Agreement, in particular with reference to clauses 5 and 6, this Agreement shall be automatically terminated.

7.2  Upon expiry, the Agreement shall be automatically renewed for the relevant period of the subscription selected (the ‘Renewal Term), unless the Parties agree to exercise the right of withdrawal provided for by clause 7.3 below.

7.3  Mindhamok reserves its right to terminate your subscription at any time and without notice in case of your failure to pay the subscription fee.

                  You can terminate your subscription by following the instructions on the Website. If you terminate the subscription before its expiration time, you are not entitled to any refund or partial refund of your subscription package.

7.4   Upon the termination of this Agreement for whatever reason, Mindhamok shall cease the provision of the Services.

8. INTELLECTUAL PROPERTY

8.1   You hereby acknowledge that all intellectual property rights subsisting in any information, documents and other materials provided by Mindhamok to you  in connection with the provision of the Services (‘Mindhamok Materials’), are owned by Mindhamok or its licensors.

8.2   You may use the Mindhamok Materials strictly for their purposes in connection with the receipt of the Services, and for no other purpose. You may not disclose the Mindhamok Materials to any person other than as reasonably required for the receipt of the Services.

9. SUB CONTRACTORS

                  You hereby acknowledge that Mindhamok engages the services of independent contractors and subcontractors in order to perform some of the Services indicated in Annex 1.

10. LIMITATION OF LIABILITY           

                  The information on our website is not intended to be a substitution for diagnosis, treatment, or informed professional advice. You should not take any action without consulting a qualified mental health professional. I

                  MIndhamok does NOT provide emergency services, nor it constitutes a suicide prevention service/helpline.  If you are in a crisis or life-threatening situation – do NOT use our website/services. Use the emergency number of the country you are in for assistance (112 or 999 in UK & Republic of Ireland, 112 in the European Union, 911 in the US and Canada, 000 in Australia, 110 in China, 112 in India, 111 in New Zealand).

                  You hereby agree to use the material on our website and all the services provided by Mindhamok online, by video, by phone or in person at your own risk. Under no circumstances shall Mindhamok or any of its representatives/ sub-contractors be liable under this agreement to you or any third party in the event of death or physical injury to you or any other third party. This applies to ALL Mindhamok services, including (but not limited to) virtual sessions or in person yoga sessions.

                  Except as otherwise provided in clauses 5 and 6 above, for liability for breach of confidentiality, and for infringement and misappropriation of intellectual property rights, in no event shall  Mindhamok or any of its representatives/ sub-contractors be liable under this agreement to you or any third party for consequential, indirect, incidental, special exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this agreement, regardless of a) whether such damages were foreseeable, b) whether or not you were advised of the possibility of such damages and c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.

                  Under no circumstances can Mindhamok be held responsible for claims made by you or any other third party against the professionals employed by Mindhamok, or for the clinical or professional work carried out by said professionals.                  

11. GOVERNING LAW AND JURISDICTION

11.1  This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

11.2   The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between them.

If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to negotiate', the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators.

If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of the arbitration shall be London. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, any party may, upon giving written notice to other parties, apply to the President or the Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary.

Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.

12. GENERAL TERMS

12.1  No assignment – you may not assign this Agreement nor any Order related thereto and you may not delegate its duties under the Agreement.

                  Mindhamok may assign the Agreement without your consent provided that such assignment is to an affiliated company forming part of the Mindhamok corporate structure.

 12.2  Force Majeure – Other than for the requirement to make payment when due, Mindhamok shall NOT be liable for any delay or failure to meet its obligations under this Agreement due to unforeseen circumstances or to causes beyond such party’s control. In the event of any such delay, performance of the affected obligation shall be suspended for a period of time equal to the time of such delay save that in the event that the delay continues for more than two (2) months, Mindhamok may elect to terminate this Agreement with immediate effect without incurring any liability.

12.3   Severability – If any of the provisions, either in part or in full, of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable or invalid, such provision shall be enforced to the maximum extent possible or permissible and this Agreement will be adjusted, if possible, so as to give maximum effect to the original intent and economic effect of the parties with respect to the unenforceable provision and the remaining portions of this Agreement shall remain in full force and effect.

13. ANNEXES

Annexes 1, 2 and 3 form an essential and integral part of this Agreement.

Mindhamok Ltd company number 12852947, with registered offices in 71-75 Shelton Street, Covent Garden, London WC2H 9JQ

Last updated September 2022

ANNEX 1

 DESCRIPTION OF SERVICES

1. The Services will be provided in the UK Territory at Mindhamok’s discretion and subject to costs as indicated on Mindhamok’s Website.
2. The Services will be available to you only.
3. Mindhamok will operate a telephone HelpLine for Eligible Persons available at all times (24 hours a day, 7 days a week). The HelpLine is provided by Telephone Advisors and/or Counsellors trained in Counselling skills who will listen and respond with emotional and practical support. They will provide help in exploring difficult problems and identifying available options. The HelpLine is also backed by fully qualified duty Counsellors on call available to consult with Telephone Advisors where issues of immediate risk are assessed. The HelpLine is provided for Mindhamok by two separate organisations working in collaboration in order to provide full service at all times. Core hours of operation are 8 am to 8:30 pm Monday to Friday and 10 am to 4pm on Saturday UK time.Those requiring counselling support may speak with a qualified counsellor. Out of hours support services will be provided by individuals trained in counselling skills to provide similar services, backed up by Senior “on call” duty therapists.
4. Issues encountered may include by way of example:

• Feeling homesick/struggling with integration whilst settling into a new culture
• Conflicts with roommates
• Conflicts/Communication difficulties with academic staff
• Alcohol/drug related issues
• Depression/anxiety
• Trauma
• Grief issues
• Demands of academic studies
• Loneliness/Isolation
• Expectations

5. In case you contact by telephone and require urgent help and support, telephone advisers will be available during the hours of operation of the HelpLine to deal with any immediate needs. The telephone advisers will handle referrals to both counsellors and other support organisations. All calls and matters related to professional handling will be stored in a confidential database.
6. In some cases, you may be referred for telephone face to face or online Counselling sessions if appropriate.
7. Where face to face counselling, interpretation or any other intervention is deemed to be required, Mindhamok will make every effort to connect you with relevant professional/s.  Mindhamok elects to collaborate with professionals on the basis of qualifications and experience declared by the professional concerned.

ANNEX 2

For the Subscription prices please refer to the Website (prices are subject to change without any notice).

ANNEX 3

PRIVACY AND DATA PROCESSING POLICY

The general personal, particular and / or clinical data relating to you with Mindhamok Services will be processed in paper and electronic form in accordance with the legislation on personal data pursuant to the UK Data Protection Act 2018. Personal data processing implies any operation or set of operations performed with or without the aid of automated processes and applied to personal and / or medical data or to sets of personal and / or medical data, even those not registered in a database, such as collection, registration, organization, structuring, preservation, processing, selection, blocking, adaptation, modification, extraction, consultation, use, communication, transmission, dissemination or any other form of any other form of making supply, comparison or interconnection, limitation, cancellation, destruction.

The data collected will be processed in paper and computerized and / or automated form.

1. Data Protection Owner and Manager (with reference to the telephone counselling service)

The data controller is CNLR Horizons Limited, registered under no. 2271807, located at 23 Kensington Square, W8 5HN London, United Kingdom (hereinafter referred to as "CIC").

The Company can be contacted:

• Via email to the Company’s email address info@cic-eap.co.uk
• Via telephone using the following number +44 (0) 2079376224

The list of data processors can be acquired by email at the address info@cic-eap.co.uk

2. Data Protection Owner and Manager (in the event of face to face session requests)

Should you ask to be admitted to a face-to-face session with a clinician identified by mindhamok LTD, in this case and limited to the aforementioned case, Mindhamok will be considered co-owner of the treatment along with CIC.

The Company can be contacted:

• Via email to the Company’s email address hello@mindhamok.com; Via telephone using the following number ++44 774 700 2918.

The list of data processors can be acquired by email at the address hello@mindhamok.com.

3. Data Collection

Your personal, particular and / or clinical personal data will be collected during the process by CIC upon access to the telephone counselling service and support made available by service provider which has a contract with Mindhamok through automated and / or computerized methods. Furthermore, all calls made to the helpline will be recorded.

In case of request for face-to-face sessions, Mindhamok will also collect the aforementioned data in hard copy and computerized form.

The processing of your data will be based on principles of fairness, freedom and transparency through tools to ensure security and confidentiality using appropriate procedures that avoid loss, unauthorized access, use and / or illegal dissemination.

4. Legal basis and Purpose of processing

The processing of your data is strictly connected to the execution of the activities related to the mindhamok services that you have requested. Therefore, your data will be processed for purposes related and instrumental to the fulfilment of obligations related to the implementation of mindhamok services and precisely:

• To allow telephone counselling and other services connected to the help line,
• To allow the identification of a professional in case of request for face-to-face sessions with the clinicians identified by mindhamok,
• To allow the execution of any other service related to mindhamok Services.

Failure to comply with the processing of your data will make it impossible for you to be provided with mindhamok Services.

5. Processing methods

The data cannot be disclosed unless required by law, in order to prevent damage to those whose data have been collected or the safety of third parties. The data may be disclosed to clinical third parties in the event that you expressly request to be admitted to face-to-face sessions with a clinician identified by mindhamok.

6. Optional or mandatory consent

The acquisition of the above data is strictly necessary for carrying out tasks related to Mindhamok Services. It follows that the failure to consent to the collection and storage of data as illustrated in this statement will make it impossible for the owner of the data to benefit from the support services provided by mindhamok.

7. Data transferral among countries belonging to the Union

Please note that all data collected during access to the telephone counselling service will be processed in the United Kingdom, where the phone line is based, and in case of request for access to face-to-face sessions will be transmitted in the UK, where Mindhamok is based.

8. Storage times and other information

Calls made to the help line will be stored for 12 months, after which they will be deleted. All other data collected during access to the help line will be stored for 7 years, after which it will be deleted.

Data collected in paper and automated mode when requesting access to face-to-face sessions will be kept for a period of 12 months, after which they will be deleted.

9. Exercise of the rights of the interested party

For data that concerns you, you have the right to ask the Data processor to access it in order to correct, delete, integrate any incomplete data, limit processing, receive structured data, You have the right to ask the Data Controller and the co-owner to access data concerning you, their correction, their deletion, the integration of incomplete data, the limitation of processing, receive data in a structured format in common use and readable by automatic device, revoke the consent given for processing of your general, particular and clinical personal data at any time and oppose all or part of their use, propose a complaint to the Guarantor for the protection of personal data and exercise all other rights recognized by current legislation.

These rights can be exercised by writing to CNLR HORIZONS LIMITED, 23 Kensington Square, London W8 5HN or by email to the address info@cic-eap.co.uk. In the event that you have requested access to face-to-face sessions with a clinician, the request can also be made by e-mail to the address hello@mindhamok.com.

It is understood that, where the request for access is presented by electronic means, the information will be provided in a commonly used electronic format.

10. Payment Information

Mindhamok does not store/have access to your credit/debit card/payment information Any payment information is processed by Stripe Inc. (https://stripe.com/gb).