A Few Definitions
“Us” or “Our” or “We” or “Company” refers to Mayden Limited, “You” or “Your” or “Client” refers to your organisation. “Staff” refers to employees of Mayden Limited.
The parties agree that these terms and conditions represent the entire agreement between the parties relating to the provision of the Service.
The rights to this agreement are granted exclusively to you. You may not assign your rights of the Service to any other person or organisation.
The Service is a fully hosted web-based software application for managing counselling and psychotherapy clients accessible via the internet. The Software and database is hosted in a Tier IV data centre. These data centres are typically used by large Public and Private Sector organisations requiring an uptime in excess of 99.995%.
The Service is provided by, set up by and managed and maintained by us and our appointed hosting partners.
We will be responsible for the production and management of the Software, including features, specifications, design, development, deployment, secure hosting, maintenance and upgrades.
To access the Service you must have an internet connection. If you have problems with your own local internet connection this will affect your access to the Service. In the event of your local internet connection not being available, we recommend that you make provision for alternative access to the Service.
Periodically we make changes, add functionality and introduce new features to the Service. These changes are made expressly at our discretion and where appropriate we will document these changes if they are material in nature.
In agreeing to these terms and conditions you consent to us transferring your data to our website host and back up service provider based in the United Kingdom.
If you register on the bacpac website for a free trial, bacpac will make all or part of the Service available to you free of charge on a trial basis until the earlier of the end of the trial period or until you subscribe for the paid-for Service. During the trial period, save for the payment of subscription fees, you agree to comply with the terms of this Agreement.
To activate the free trial you will need to provide details of a valid credit or debit card to open an account, however, no payments will be taken until the free trial period has expired.
Notwithstanding any warranties in this Agreement, during any free trial the Service is provided without any warranty whatsoever.
To use the Service after the Trial period you will automatically be set up with a renewal subscription.
If you choose not to continue with the subscription, you can either contact us or click the cancel subscription button in the application.
This Agreement grants you the Right to Use the Service (in accordance with the terms of this Agreement) while you continue to pay the appropriate annual or monthly fee for the Subscription you have selected.
All annual fees must be paid for in advance and all monthly fees must be paid monthly in advance
A valid credit or debit card is required to pay for the Service.
All fees are quoted exclusive of Value Added Tax (VAT) which is payable in accordance with current legislation.
All credit card transactions are processed using secure encryption – the same level of encryption used by leading banks. Card information is transmitted, stored, and processed securely on a PCI-Compliant network.
When upgrading or downgrading your subscription, you will be pro-rate credited for the remainder of your current subscription. You will then be charged the full amount for the new subscription you have selected and your next billing date will be adjusted accordingly. You will have the changed plan limits applied immediately. If this adjustment causes your account to be credited, this will be applied to your future payments. We do not provide refunds for these amounts.
Downgrading or cancelling your account may cause the loss of access, content or features of the Service. We do not accept liability for any such loss.
All fees related to the Service, including but not limited to the monthly subscription fees, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by updates to the website, notices within the Service itself, or by email correspondence.
If you have any questions about changes made to your account, please contact us immediately. If there are charges made in error, we will credit your account or credit card account for the appropriate amount.
We reserve the right to charge an administration fee for any failed or late payments in respect of credit/debit card payments.
Your monthly fee also includes access to online support. Support requests must be logged via our dedicated support portal.
In no event shall we be liable to you or any third party for any loss or damage arising out of or in connection with this agreement.
Representations, Warranties and Indemnifications
We represent and warrant to you that we have the experience and ability to perform the services required by this Agreement; that we will perform the services in a professional, competent and timely manner; that we have the power to enter into and perform this Agreement; and that our performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal or state laws. However, you will not determine or exercise control as to general procedures or formats necessary to have these services meet your satisfaction.
Disclaimer: Other than the express warranties stated above, we make no other representations or warranties hereunder of any kind, either express or implied, in relation to the Service, including but not limited to any warranty of merchantability and/or fitness for any particular purpose. In no event shall Mayden be liable, directly or indirectly, for any special or consequential or incidental damages including but not limited to loss of anticipated profits, loss of revenue or loss of data, or as a result of any interruption of service.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and you acknowledge that the Service may suffer delays and other problems inherent in the use of such communication facilities.
Your use of the Service is at your sole risk. You will be solely responsible for any damage to you resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service remains with you. If there is any loss or damage to your data, your sole and exclusive remedy will be for us to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by us or our suppliers.
You represent and warrant to us that:
- You have the right and capacity to enter into this Agreement and fully perform all of its obligations hereunder,
- You shall not, nor shall it, authorise or assist any third party to, use the software solution for any illegal purpose whatsoever.
Each of the Parties hereto agree to indemnify and save harmless the other, and any of its respective successors, licensees and assigns from any and all losses, costs, liabilities, damages and expenses (including reasonable lawyer’s fees) resulting in any breach of any representation, warranty and/or covenant under this Agreement.
We claim no intellectual property rights over the data or other material you provide to the Service.
You acknowledge that We own all rights, title and interest in and to the Service, including without limitation property rights, and such rights are protected by English Law.
Except to the extent that applicable laws prevent Us from restraining You from doing so, You agree that You will not copy, reproduce, alter, modify, or create derivative works from the Service.
Trademark and Copyright
Bacpac is a Registered Trademark in the name of Mayden in the UK. Mayden is the owner or the licensee of all intellectual property rights in our site, whether registered or unregistered, and in the material published on it. These works are protected by copyright laws and all such rights are reserved.
Images included within this website use models and are for illustrative purposes only. They are either the property of or used with permission by Mayden. Any unauthorised use of these images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes
Publicity and Publication
You agree not to publicise your relationship with Us or disclose the terms of this Agreement or use Our client’s name or other trademarks or service marks in any advertisement or publication without Our prior consent and without adhering to Our guidelines for doing so.
Both parties agree to use the other’s confidential information only in relation to the services, and not to disclose it, except where required by law or regulation or by a professional body of which We are a member. You agree that Our confidential information will be treated as if it was Your own confidential information for the purposes of this clause.
We acknowledge that You may be subject to the Freedom of Information Act (FOIA) and both the respective Codes of Practice on the Discharge of Public Authorities’ Functions and on the Management of Records (which are issued under section 45 and 46 of the FOIA respectively) and the Environmental Information Regulations Act 2004 as may be amended, updated or replaced from time to time. We will act in accordance with the FOIA, these Codes of Practice and these regulations (and any other applicable codes of practice or guidance notified to Us from time to time) to the extent that they apply to Our performance under the Agreement.
In the event that the Receiving Party receives a request to disclose all or any part of the Confidential or Information under an order or inquiry issued by a court of competent jurisdiction or by a judicial or administrative agency or legislative body, the Receiving Party shall immediately notify the other Party of the existence, terms and circumstances surrounding such request and if disclosure of the Confidential Information is required or deemed advisable, exercise its best efforts to obtain from such court, agency or body an order, stipulation or other reliable assurance acceptable to the other Party that confidential treatment will be accorded to such portion of the Confidential Information to be disclosed. The other Party shall indemnify and keep indemnified the Receiving Party in full on demand from and against any and all legal feels, costs and expenses incurred in the Receiving Party’s effort to comply with this provision.
Data Protection Legislation
Both Parties agree to comply with Data Protection Legislation, which includes The General Data Protection Regulation (EU) 2016/679, and Data Protection Act 2018 (subject to Royal Assent) and any other applicable data protection legislation. In particular the Parties agree to comply with the obligations placed on both parties by the General Data Protection Regulation (EU) 2016/679, specifically Article 5 – Principles relating to processing of personal data.
You shall own all rights, title and interest in and to all of Your Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Content.
Where We process any personal data on Your behalf when performing Our obligations under this Agreement, You shall be the data controller and We shall be a data processor.
You shall ensure that You are entitled to transfer the relevant personal data to Us so that We may lawfully use, process and transfer such personal data in accordance with this Agreement on Your behalf.
You shall ensure that the relevant third parties have been informed of, and have given their consent to , such use, processing and transfer as required by all applicable data protection legislation.
We shall process the personal data only in accordance with the terms of this Agreement, the Data Protection Legislation, any superseding regulations, and any lawful instructions reasonably given by You from time to time.
Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
We may collect, store and use Your personal data for the following purposes:
- to provide You with Services that You request and to fulfil our contractual obligations to You; and
- to provide information about Our Services.
You have the following rights:
- the right to ask Us to provide You with copies of personal data that We may hold about You at any time;
- the right to ask Us to update and correct any out-of-date or incorrect personal data that We hold about You free of charge;
- the right to object to processing Your personal data in certain circumstances;
- the right to have personal data erased. This is also known as the ‘right to be forgotten’. The right is not absolute and only applies in certain circumstances;
- the right to ask Us about any of Your personal data that We hold about you; and
- the right to opt out of any marketing communications that We may send You.
Subject to the Representations, Warranties and Indemnifications, We agree to indemnify and keep indemnified you against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith by you as a result of any claim made or brought by any individual or other legal person in respect of any loss, damage or distress caused to that individual or other legal person as a result of our unauthorised processing, unlawful processing, destruction of and/or damage to any Personal Data processed by us, our employees or agents in our performance of the Agreement or as otherwise agreed between the parties.
Subject to the Representations, Warranties and Indemnifications, you agree to indemnify and keep indemnified us against all claims and proceedings and all liability, loss, costs and expenses incurred in connection therewith by us as a result of any claim made or brought by any individual or other legal person in respect of any loss, damage or distress caused to that individual or other legal person as a result of your unauthorised processing, unlawful processing, destruction of and/or damage to any Personal Data processed by you, your employees or agents in your performance of the Agreement or as otherwise agreed between the parties.
All our staff are subject to pre-employment checks prior to commencing employment. Additionally they are required (in accordance with NHS Security Guidelines) to undertake training on Acceptable Use of IT, Security and Patient Identifiable Information and to comply with our internal Information Governance Policies.
All our staff are required to sign a Confidentiality Agreement which includes a provision for them to have access to client data.
The only members of our team that will have access to your data are those that need to be directly involved in technical support, maintenance or system administration.
Your data is hosted on a dedicated server managed by our hosting partner with 24/7 manned security, CCTV, keycard access to the facility and restrictive access to the internals of the building based on authorisation levels.
With the exception of our hosting partner we guarantee not to divulge your data to any third-party unless we are required to do so by law. If it is necessary to share your information with a third-party as a result of a direct request from you we will require written consent from you (the owner of the data).
Any printed material derived from your data will be securely destroyed and in accordance with our internal Information Security Policies.
We have ISO27001:2013 certification and our certificate number is: IS 621874.
We will not be liable for any delay or failure to perform any of our obligations in respect of this Service if such delay or failure is due to an event which is beyond our control.
For the purposes of this Agreement, the expression “Force Majeure” shall mean any cause affecting the performance by a party of its obligations arising from acts, events, omissions beyond its reasonable control including fire, flood, civil riot, terrorism or war, delays in transportation, failure of public power supplies, failure of communication facilities, or failure or interruption of services supplied by a third party or any disaster or industrial dispute affecting a third party, for which a substitute is not reasonably available.
If either of the parties shall become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any failure or delay on its part, it shall forthwith notify the other party and shall inform the other of the period which it is estimated that such failure or delay shall continue.
Should a circumstance of Force Majeure persist for a period of greater than thirty (30) days, either party may by written notice to the other terminate this agreement forthwith.
Neither party shall be liable to the other for failure to perform its obligations under this Agreement, which is due to Force Majeure.
We shall insure against our liability with a minimum limit of indemnity of £5 million per annum or such other sum as may be agreed between the Parties in writing. We shall maintain professional indemnity insurance to cover all liability under the Agreement and provide evidence of such professional indemnity insurance as you may reasonably request from time to time.
We shall hold employer’s liability insurance in respect of our staff in accordance with any legal requirement for the time being in force
Relationship between the Parties
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).
Changes to the Service and Agreement
You acknowledge that we may modify:
The Service at any time, for any reason, and without notice
These terms of Service at any time
In the event that we change the Terms of Service 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 Terms of Service and cease using the Service.
You agree that we may at times send you communications regarding your account or the Service via email.
If you have requested it, we may also send you communications about upgrades to the Service or other products and services that may be of interest to you.
You can contact us at any time to let us know that you no longer want to receive these emails from us.
Accounts and Passwords
You must be a registered user to access the Service;
You must provide accurate, up-to-date and complete information when you register;
You are solely responsible for keeping your password secure;
You will be solely responsible and liable for any activity that occurs under your user name;
You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and you must notify us immediately in the event of any unauthorised access or use.
This part of the Agreement describes the acceptable use of the Service. It ensures that you do not use the Service for illegal or prohibited purposes
You are solely responsible for your conduct and your data related to the Service
You warrant that you have all rights, licenses, authorisations and consents required to use the Service, including without limitation in respect of your data;
You agree to indemnify us from any and all loss, cost, liability, and expense arising from or related to your data or use by you or your employees, contractors or agents of the Service or violation of these Terms of Service;
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;
The Plan you purchase will limit the number of users that may use the Service. You must not allow any additional users to use the Service;
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 these Terms of Service and any other terms that apply to the Service. If an audit reveals that you have exceeded the scope of use permitted, you may be required to immediately pay an additional service fee for such use;
Any unauthorised use of the Service is a violation of these Terms of Service and may breach English Law. Such violations may subject you or your staff to civil and criminal penalties;
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.
Cancellation and Termination
You are solely responsible for the cancellation of your account. You can cancel your account at any time through the Settings section. Email or phone requests to cancel your account are not considered a cancellation.
If you decide to cancel your account you will still have full access to the system until the end of your billing term, after which your account will be terminated. All of your content and data will be deleted 90 days after termination of your account. This information will not be able to be recovered.
If your account is terminated you can re-subscribe for up to 90 days, but after the 90 day period has elapsed with no re-subscription your data will be deleted.
Failure to pay your subscription fees will result in your account being suspended. Accounts are suspended for a maximum of 90 days before the account may be terminated by us. We are not responsible for any loss you suffer as a result of such suspension or termination. A suspended account can be reactivated by supplying valid payment credentials and resuming your subscription.
At our sole discretion we have the right to suspend or terminate your account and refuse any and all current or future use of the Service, for any reason, at any such time. Such termination can result in the deactivation or deletion of your account.
We reserve the right to refuse Service to anyone for any reason at any time.
Either party shall have the right to terminate this Agreement if the other party is in material breach of these terms and does not rectify the breach within 30 days of written notification.
Termination shall not affect any other rights of the injured party.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England and Wales; and the courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. This Agreement contains the whole agreement between the parties in relation to all our Services and supersedes any prior written or oral agreements relating to the same. If any provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are to that extent omitted from the Agreement without affecting the validity or enforceability of the remainder.