End User Licence Agreement
There Are Other Terms That May Apply To You
This User Agreement refers to the following additional terms, which also apply to your use of our site:
• Our Website Terms & Conditions
The Pilot is open to up to 600 BACP members, on a first come, first serve basis, free of charge for up to 12 months. Although BACP intends for the pilot to run for a full 12 months it may in its absolute discretion withdraw the pilot at any time if necessary for commercial or other reasons.
Whilst access to the platform is free, charges for optional services may be applied. see Schedule 1 – The Charges for more information.
If pilot users lapse their BACP membership at any point during the duration of this pilot, Wellola/BACP reserve the right to terminate platform access at any point
BACP Members who sign up for the pilot must adhere to the BACP Ethical Framework and the BACP Telephone & E-Counselling competencies & curricula
BACP Members who sign up for the pilot are welcome to complete training provided by Wellola following commencement of the pilot (Members who have not completed any prior training regarding working in the online space should also avail of a free CPD training course on online counselling available within BACP Online CPD Portal)
At the end of the trial you may export your data and delete your account during the 28 day window following the pilot. If you wish, you may continue to avail of the services under the regular commercial agreement issued by Wellola at close of pilot.
1.1. The definition and rules of interpretation in this clause 1.1. apply in this agreement:
“Agreement” means this Agreement, including all of its schedules, which have full effect as if they were incorporated into the body of the agreement.
“BACP”, The British Association of Counsellors & Psychotherapists
“Us”, “We”, “Our” or “Company” means Wellola Ltd (Company Number 11899432) The Stable Yard, Vicarage Road, Milton Keynes, Buckinghamshire MK11 1BN, United Kingdom. To contact us, please email at firstname.lastname@example.org.
“You” or “Your”, “Healthcare Provider” or “Business User” refers to the professional end-user of our services and the professional practice that professional works at, a pilot participant and member of the BACP.
“Client” means any pilot participant’s client.
“Client(s) Data” means Personal Data of Clients, including clinical notes, assessments.
“Data Controller” means the person who or organisation which determines the purposes for which, and the manner in which, any Personal Data is processed, who/which makes independent decisions in relation to the Personal Data and/or who/which otherwise controls that Personal Data.
“Data Processor” means the person who processes Personal Data on behalf of the Data Controller.
“Data Subject” has the meaning given to such term in Data Protection Legislation, including the Data Protection Act 1988, 2003, 2018 and General Data Protection Regulation (Regulation (EU) 2016/679)(“Data Protection Legislation”)
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including, without limitation, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“GDPR” means the Regulation 2016/649 of the European Parliament and of the Council, General Data Protection Regulation.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Service” The software or service(s) provided by the Company to the “Healthcare Provider” or “Business User” as specified in clause 3.
“Stripe” the payment infrastructure provided by www.stripe.com.
"Sub-Processor" means any person or entity appointed by or on behalf of the Data Processor to process Personal Data on behalf of the Data Controller.
“Terms & Conditions” means the terms & conditions governing the use of the Wellola website available at https://www.bacp.wellola.com/t-cs
“Treatment Fee” the price set by the Healthcare Provider for treatment of any person.
“Website” means the website known as owned and operated by the Company.
“Maintenance Release” means release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software.
1.2. The headings in this Agreement shall not affect their interpretation.
1.3. A person includes an actual person, corporate or unincorporated body (whether or not having a separate legal personality).
1.4. A reference to a Statute or Statutory provision is a reference to it as it is in force for the time being taking account of any amendments, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5. Any obligation in this Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.6. References to clauses are to clauses of this Agreement.
2. Application of this agreement
2.1. The Company shall provide the Services to the Healthcare Provider on the terms and conditions of this Agreement.
2.2. The provisions of this Agreement shall prevail over any inconsistent terms or conditions contained, or referred to in any document supplied by the Healthcare Provider or implied by law, trade, custom, practice or course of dealings.
3. The services
3.1. The Company shall, subject to the provisions of this Agreement provide the Healthcare Provider with the following services (“the Services”) gratis for the duration of the pilot, subject to BACP’s right to withdraw this pilot at any point. Thereafter, if you wish to continue to avail of the services, you may avail of a paid plan. If you do not wish to continue to avail of the services following the pilot, you may remove your data via the export function in your account and close your account within 28 days of the end of the pilot.
3.1.1 The Service is a fully hosted web application accessible via the internet at https://www.BACP.wellola.com. The Software and database is hosted in a secure European Union data centre. It provides an online practice management and client portal system to the Healthcare Provider.
3.1.2 The Service is provided by, set up, managed and maintained by us and our appointed, hosting partner, AWS (https://aws.amazon.com/)
3.1.3 Periodically, we may make changes, add functionality, issue Maintenance Releases or introduce new features to the Service. These changes are made expressly at our discretion. We will endeavour to make the Service available 24 hours a day, seven days a week. However, you acknowledge and agree that the Service may occasionally be unavailable during periods of planned or unscheduled maintenance. We may perform unscheduled maintenance at any time, but will do this outside of normal business hours where possible
3.1.4 Where the Healthcare Provider is availing of our services, we facilitate payment by the User by debit or credit card to the Healthcare Provider for any treatment provided by the Healthcare Provider, using Stripe. In availing of these services, the Healthcare Provider is engaging in a separate agreement with Stripe (see www.stripe.com regarding same)
3.2. The Healthcare Provider is entirely responsible for maintaining the confidentiality of its passwords and accounts, and for any and all activities that occur under the Healthcare Provider’s accounts or passwords.
3.3. The Healthcare Provider agrees to immediately notify the Company of any unauthorised use of its accounts or passwords, or any other breaches of security known to the Healthcare Provider.
3.4. The Company will not be liable for any loss that the Healthcare Provider may incur as a result of someone else using or accessing its passwords or accounts, either with or without the Healthcare Provider’s knowledge, unless such loss is as a result of the Company’s wilful misconduct or negligence. The Healthcare Provider may be held liable for losses incurred by the Company or any other party as a result of someone else using or accessing the Healthcare Provider’s passwords or accounts, unless such loss is as a result of the Company’s wilful misconduct or negligence.
4. Charges and payments
4.1. In consideration of the provisions of the Services by the Company to the Healthcare Provider the Healthcare Provider may opt in to avail of the merchant services and SMS facilities in the system. In doing so they are required to pay the card transaction and SMS charges as set out in Schedule 1.
4.2. No other payment is required for the full duration of the pilot.
4.3. This Agreement grants you the non-exclusive, non-transferable right to use the Service, whose IP is solely owned by the “Company” (in accordance with this Agreement) for the duration of the trial.
4.4. Should you wish to avail of the services following the trial you may do so under the regular commercial agreement issued by Wellola at close of pilot
5. Healthcare provider’s acceptable use and warranties
5.1 The Service, including any software that forms part of the Service, is made available to you for your personal use or internal business purposes, and such use must comply with all applicable laws, rules and regulations, including without limitation privacy laws, and must not infringe or violate third party rights
5.2 The pilot will limit the number of named users that may use the Service. You must not allow any additional users to use the Service or permit user accounts be shared between users
5.3 We reserve the right to audit your use of the Service, at our own cost and upon giving you reasonable notice, to determine whether your use is in accordance with this Agreement and any other terms that apply to the Service.
5.4 Any unauthorised use of the Service is a violation of this Agreement and may breach of the laws of England and Wales. Such violations may subject you or your staff to civil and criminal penalties
6.1. The Healthcare Provider shall indemnify and hold the Company and BACP harmless for all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages, expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company or BACP as a result of or in connection with:
(a) Any alleged or actual infringement, whether or not under the laws of England and Wales, of any third party’s intellectual property rights or any rights arising out of the use or supply any products and or services by the Healthcare Provider a User or any other person or;
(b) any alleged or actual loss damage or injury of any person arising out of the treatment by the Healthcare Provider.
(c) Any breach by the Healthcare Provider of the warranties set out in clause 5 above.
7. Liability of the company
7.1. To the extent permitted by law, the Company provides the Service without any warranties or guarantees. In particular the Company does not warrant that the Website or any of its contents are virus free.
7.2. Nothing in this Agreement excludes the liability of the Company or BACP to the Healthcare Provider:
a) for death or personal injury caused by the Company’s or BACP’s negligence; or
b) for fraud or fraudulent misrepresentation.
7.3. Subject to Clause 7.2:
a) Neither the Company nor BACP, shall be liable to the Healthcare Provider whether in contract, tort (including negligence) or otherwise, arising under or in connection with this agreement for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill and any indirect or consequential loss.
b) Neither the Company nor BACP will be liable for and accepts no responsibility for the any loss arising from any cancellation of or delay in the arrival to any appointment with the Healthcare Provider by the User or any third party.
c) Neither the Company nor BACP will accept responsibility for any infection by virus or other contamination or by anything which is destructive to the property of the Healthcare Provider or any third party.
7.4. Subject to clauses 7.2 and 7.3 the liability of the Company and BACP to the Healthcare Provider for direct loss in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with this Agreement or the provision or use of the Service shall be limited for any one incident or series of connected incidents to the greater of (a) £1,000 or (b) the sums paid or payable under the Agreement to the Company by the Healthcare Provider in the 12 months preceding the date of the incident (or the date of the first of the series of connected incidents) giving rise to such liability.
8. Data protection
8.1 The Company and the Healthcare Provider acknowledge that for the purposes of Data Protection Legislation, the Company is the Data Processor and the Healthcare Provider is the Data Controller in respect of Client(s) Data
8.2 The Healthcare Provider will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client’s Personal Data to Wellola/BACP for the duration and purposes of this Agreement or for the provision of the Services.
8.3 The Company shall, in relation to any Client(s) Data processed in connection with the performance by the Company of the Services:
8.3.1 process Client(s) Data only on the written instructions of the Healthcare Provider unless required by the laws of any member of the European Union or by the laws of the European Union applicable to the Company to process Personal Data (“Applicable Laws”);
8.3.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client(s) Data and against accidental loss or destruction of, or damage to, Client(s) Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
8.3.3 ensure that all the Company’s staff who have access to and/or process Client(s) Data are obliged to keep the Client(s) Data confidential;
8.3.4 ensure that where a Sub-Processor is used, the Company shall:
a) only engage a Sub-Processor with the prior consent of the Healthcare Provider;
b) inform the Healthcare Provider of any intended changes concerning the addition or replacement of Sub-Processors;
c) implement a written contract containing the same data protection obligations as set out in this agreement, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Applicable Laws;
d) understand that where any Sub-Processor is used on their behalf, that any failure on the part of the Sub-Processor to comply with the Applicable Laws or the relevant data processing agreement, the Company, as the initial Data Processor, remains fully liable to the Healthcare Provider for the performance of the Sub- Processor’s obligations;
8.3.5 not transfer any Client Data outside of the European Economic Area unless:
a) the European Commission has issued a decision confirming that the country to which we transfer the Personal Data ensures an adequate level of protection for the data subjects' rights and freedoms;
b) appropriate safeguards are in place such as binding corporate rules (“BCR”), standard contractual clauses approved by the European Commission, an approved code of conduct or a certification mechanism;
c) the Client has provided explicit consent to the proposed transfer after being informed of any potential risks; or
d) the Client Data is being transferred to a company in the US which has self- certified its compliance with the EU-US Privacy Shield which has been found by the European Commission to provide an adequate level of protection to the Personal Data of EU citizens;
8.3.6 assist the Healthcare Provider in responding to any request from a Data Subject and in ensuring compliance with its obligations under the data protection laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
8.3.7 notify the Healthcare Provider without undue delay on becoming aware of a Personal Data breach;
8.3.8 notify the Healthcare Provider via email of the termination or cancellation of your contract, giving the Healthcare Provider the opportunity to export Client’s Data (as per Clause 9.6), and within 28 days of the date of termination or cancellation of your Contract delete Client’s Data and copies thereof unless required by Applicable Laws to store the Personal Data; and
8.3.9 maintain complete and accurate records and information to demonstrate its compliance with these obligations and make such records and information available to the Healthcare Provider and allow for and contribute to audits, including inspections, conducted by the Healthcare Provider or another auditor mandated by the Healthcare Provider.
8.4 Each party warrants to the other that it will process the Personal Data in compliance with all Applicable Laws, enactments, regulations, orders, standards and other similar instruments.
8.5 The Company is not liable in respect of any Client(s) Data which is controlled by the Healthcare Provider in breach of data protection laws or outside the scope of the permissions granted to the Healthcare Provider by the Client.
9.1. Either party may terminate the Agreement without liability to the other immediately on giving notice to the other if (a) the other party commits a breach of any of the obligations under the Agreement and (if such breach is remediable) fails to remedy that breach within seven days of the party being notified in writing of the breach or (b) the other party ceases to trade, enters into liquidation either compulsory or (except for the purposes of reconstruction or amalgamation) voluntarily, has a receiver appointed over all of any of its assets or has an examination order made against it.
9.2 Termination shall not affect the rights and obligations of the parties at the date of termination.
9.3 You can cancel your account at any time in the Subscription section. Email or phone requests to cancel your account are not considered a cancellation until a response is issued by the Company.
9.4 All of your content and data will be deleted 28 days after cancellation or termination of your account. This information will not be able to be recovered. Prior to cancelling your subscription we recommend that you perform a Data Export from your user interface.
10.1 You acknowledge that we may, acting reasonably and with the consent (not to be unreasonably withheld) of BACP modify:
• the Service at any time, for any reason, and without notice, and
• this Agreement at any time, and
• the duration or availability of this BACP member pilot without notice
10.2 In the event that we change the Agreement we will notify you of the changes and give you a reasonable period of time to notify us that you do not agree to the modified Agreement and wish to cease using the service.
11.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by any party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
11.2. Unless specifically provided otherwise, rights arising under the Agreement are communicative and do not exclude rights provided by law.
12.1. If any provision of the Agreement (or part of any provision) is found by a Court or other authority or composite Jurisdiction to be invalid, illegal or un-enforceable that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
12.2. If any provision of the Agreement (or part of any provision) is found illegal or unenforceable, that provision shall apply with the minimum modifications necessary to make it legal, valid and enforceable.
13. Entire Agreement
13.2. Each party acknowledges that, in entering into the Agreement, it has not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).
13.3. Nothing in this clause shall limit or exclude any liability to fraud.
14.1. Subject to Clause 8, the Company may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
14.2. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of any other person.
15. Governing law and jurisdiction
This Agreement shall be construed in accordance with the laws of England and Wales.
16.1 Wellola may at times send you communications regarding your account or the Service via email.
16.2 If you no longer wish to receive these communications you can unsubscribe from them by clicking on the “unsubscribe” link at the bottom of the email or emailing email@example.com.
Schedule 1 – The charges
Pricing At April 21st 2020
Usage of our Payment facilities are 1.8% + £0.20p for European cards, and 2.9% + £0.20p for non-European cards. Card definitions are available from Stripe and rates may vary from time to time, in accordance with changes in the Stripe fees applied. See more information at
Creating an account in Stripe, requires a separate agreement between the Healthcare Provider and Stripe, and is outside the remit of this agreement
Usage of SMS facility £0.06p per SMS. This may vary from time to time in accordance with the fees applied by the given SMS provider.