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Terms & Conditions

Please select the Terms and Conditions that apply to you.

1. These Terms

1.1 These are the terms and conditions on which we supply products to you, whether these are goods, materials or digital content.

1.2 Please read these terms carefully before you submit your account request to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

1.3 These terms only apply to individual consumers only to use the website for their own personal use. If you are a professional wishing to use the website, then please refer to our terms and conditions relating to Professional or Teams.

1.4 Our mission is to be a reliable source of psychological self-help for the public but IT IS IMPORTANT THAT YOU UNDERSTAND THE LIMITS OF OUR SITE AND RESOURCES AND HOW THEY SHOULD BE USED. Therefore, these terms must be read on conjunction with our Website User Policy and those terms apply equally to these terms as if they were reproduced here in full.

2. Information About Us And How To Contact Us

2.1 We are Psychology Tools Limited, a company incorporated in England And Wales under number 10810854 with Our registered office being 32 Queens Road, Reading, Berkshire, RG1 4AU.

2.2 You can contact us by writing to us at the above address or emailing us at [email protected]

2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our Contract With You

3.1 Our acceptance of your creation of an account will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2 If we are unable to accept your order, account creation, or subscription, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources or because we have identified an error in the price or description of the product.

3.3 Your account details. To register to use our products, you will be requested to register for an account, using registration details as set out on the website.

3.4 Although our website is accessible from outside of the UK, we cannot state whether our products will be suitable for the country in which they are to be used.

4. Our Products

4.1 Our products are for informational purposes only. The information contained within our website is not exhaustive and cannot always reflect all the most recent research in all areas of medicine.

4.2 Our products are not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of a physician or other qualified health provider with any questions you may have regarding a medical condition and/or medical symptoms. Never disregard professional medical advice or delay in seeking. If you think you may have a medical emergency, call your doctor or the emergency services immediately.

5. Your Rights To Make Changes

If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. Our Rights To Make Changes

6.1 We may change the product:

(a) To reflect changes in relevant laws and regulatory requirements; and

(b) To implement minor technical adjustments and improvements, for example to address a security threat.

6.3 We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.

7. Providing The Products

7.1 If you have ordered a single digital item, we will make the digital content available for download by you as soon as we accept your order.

7.2 If you have requested an account or subscription to receive materials or digital content, we will make these available to you until the subscription expires (if applicable and see clause 7.3) or you end the contract as described in Clause 8 or we end the contract by written notice to you as described in Clause 10.

7.3 Subscriptions automatically renew. If you have paid for a subscription you will receive an email a few days before your next subscription payment is due. If you do nothing your subscription will renew and a payment will be taken using the payment details that you provided to us. If you do not want to renew just log into your account, go to the ‘Settings’ page, and select ‘Turn off auto renew’.

7.4 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

7.5 We may have to suspend the supply of a product to:

(a) Deal with technical problems or make minor technical changes;

(b) Update the product to reflect changes in relevant laws and regulatory requirements;

(c) Make changes to the product as requested by you or notified by us to you (see Clause 6).

7.6 We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 21 consecutive days we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 22 consecutive days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.7 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to and you still do not make payment within 5 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. As well as suspending the products we can also charge you interest on your overdue payments.

8. Your Rights To End The Contract

8.1 Your rights when you end the contract will depend on what you have bought and when you decide to end the contract:

(a) If what you have bought is misdescribed you may have a legal right to end the contract see Clause 12;

(b) If you want to end the contract because of something we have done or have told you we are going to do, see Clause 8.2;

(c) As a consumer and have just changed your mind about the product, see Clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions;

(d) In all other cases (if we are not at fault and you are not exercising your right to change your mind), see Clause 8.6.

8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (d) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:

(a) we have told you about an upcoming change to the product or these terms which you do not agree to (see Clause 6.2);

(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;

(c) there is a risk that supply of the products may be significantly delayed because of events outside our control; or

(d) we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 consecutive days.

8.3 Exercising your right to change your mind as a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.

8.4 Your right as a consumer to change your mind does not apply in respect of:

(a) Digital products after you have started to download or stream these; or

(b) Subscription services, once you have made use of any of the products, even if the cancellation period is still running.

8.5 As a consumer how long you have to change your mind depends on what you have ordered and how it is delivered.

(a) Have you bought services (for example, a subscription)? If so, you have 14 days after the day we email you to confirm we accept your order. However, once we have begun offering the service you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind. In most cases, unless you can show that you have not accessed any of the products as part of your subscription, the amount payable will be the full subscription fee.

(b) Have you bought digital content for download or streaming? If so, you have 14 days after the day we email you to confirm we accept your order, or, if earlier, until you start downloading or streaming. If we delivered the digital content to you immediately, and you agreed to this when ordering, you will not have a right to change your mind.

(c) Have you bought goods (for example, worksheets?). The same principle applies to these as if there were digital content (see Clause 8.5(b).

8.6 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind (see Clause 8.1), you can still end the contract before it is completed. A contract for goods or digital content is completed when the product is delivered, downloaded or streamed and paid for. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end the contract in these circumstances, just contact us to let us know. The contract will end automatically at the end of the current subscription period.

9. How To End The Contract With Us (Including If You Have Changed Your Mind)

9.1 To end the contract with us, please let us know by doing one of the following:

(a) Email us at [email protected] Please provide your name, home address, details of the order and, where available, your phone number and email address.

(b) By post. Write to us including details of what you bought, when you ordered or received it, what you would like us to do, and your name and address.

9.2 If you are entitled to a refund under these terms we will refund you the price you paid for the products by the method you used for payment. However, we may make deductions from the price, as described below.

9.3 If you are exercising your right to change your mind where the product is a subscription, we may deduct from any refund an amount for the supply of the service and materials used for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.

9.4 Any refunds due will be made within 14 days of your telling us you have changed your mind.

10. Our Rights To End The Contract

10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

(a) You do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;

(b) You break any of the terms of this agreement or you breach our website user and acceptable use policy.

10.2 If we end the contract in the situations set out in Clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 30 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. If There Is A Problem With The Product

If you have any questions or complaints about the product, please contact us. You can write to us or email us [email protected]

12. Your Rights In Respect Of Defective Products If You Are A Consumer

12.1 If you are a consumer we are under a legal duty to supply products that are in conformity with this contract. This means that the materials and digital content that we provide must as described and of satisfactory quality.

12.2 If your digital content is faulty, you are entitled to a repair or a replacement. If the fault can’t be fixed, or if it hasn’t been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back. If you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation

13. Price And Payment

13.1 The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 13.3 for what happens if we discover an error in the price of the product you order.

13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

13.4 When you must pay and how you must pay. How you can pay is set out on the Website. All products must be paid for at the time you submit your order.

14. Our Responsibility For Loss Or Damage Suffered By You As A Consumer

14.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

14.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at Clause 12.

14.3 When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

14.4 We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use and we will not be liable to you for any loss suffered if you use the products for any commercial or business purposes.

15. How We May Use Your Personal Information

How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.

16. Other Important Terms

16.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

16.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

16.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

16.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

16.6 These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.

16.7 Alternative dispute resolution if you are a consumer. Alternative dispute resolution (ADR) is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are a consumer and are not happy with how we have handled any complaint, you may want to contact an ADR to help resolve the complaint. We are not a member of any ADR and we reserve the right to refuse to accept any ADR provider that you have proposed. In addition, please note that, while the UK is a member of the European Economic Union, disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.

1. These Terms

1.1 These are the terms and conditions on which we supply products and services to you, whether these are goods, materials or digital content.

1.2 Please read these terms carefully before you submit your subscription request to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

1.3 These terms only apply to individual professional users only who are acting in the course of a business. If you are a consumer, or a company who requires multiple users, then please refer to the terms for our ‘Free’ or ‘Team’ plans.

1.4 Our mission is to ensure that therapists worldwide have access to everything they need to conduct great therapy but IT IS IMPORTANT THAT YOU UNDERSTAND THE LIMITS OF OUR SITE AND RESOURCES AND HOW THEY SHOULD BE USED. Therefore, these terms must be read on conjunction with our Website User Policy and those terms apply equally to these terms as if they were reproduced here in full.

1.5 These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

2. Information About Us And How To Contact Us

2.1 We are Psychology Tools Limited, a company incorporated in England And Wales under number 10810854 with Our registered office being 32 Queens Road, Reading, Berkshire, RG1 4AU.

2.2 You can contact us by writing to us at the above address or emailing us at [email protected]

2.3 If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

2.4 ”Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. Our Contact With You

3.1 Our acceptance of your order or subscription will take place when we email you to accept it, at which point a contract will come into existence between you and us.

3.2 If we are unable to accept your order or subscription, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources or because we have identified an error in the price or description of the product.

3.3 Your account details. To register to use our products, you will be requested to register for an account, using registration details as set out on the website.

3.4 Although our website is accessible from outside of the UK, we cannot state whether our products will be suitable for the country in which they are to be used.

4. Our Products

4.1 Our products are for informational purposes only. The information contained within our website is not exhaustive and cannot always reflect all the most recent research in all areas of medicine.

4.2 You should work within the bounds of your own competencies, using your own skill and knowledge and therefore the documents should be used to support good practice, not to replace it.

5. Your Rights To Make Changes

If you wish to make a change to your order please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

6. Our Rights To Make Changes

6.1 We may change the product:

(a) To reflect changes in relevant laws and regulatory requirements; and

(b) To implement minor technical adjustments and improvements, for example to address a security threat.

6.3 We may update or require you to update digital content, provided that the digital content shall always match the description of it that we provided to you before you bought it.

7. Providing The Products

7.1 If you have ordered a single digital item, we will make the digital content available for download by you as soon as we accept your order.

7.2 If you have requested a subscription to receive materials or digital content, we will make these available to you until the subscription expires (if applicable and see clause 7.3) or you end the contract as described in Clause 8 or we end the contract by written notice to you as described in Clause 10.

7.3 Subscriptions automatically renew. You will receive an email a few days before your next subscription payment is due. If you do nothing your subscription will renew and a payment will be taken using the payment details that you provided to us. If you do not want to renew just log into your account, go to the ‘Settings’ page, and select ‘Turn off auto renew’.

7.4 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

7.5 We may have to suspend the supply of a product to:

(a) Deal with technical problems or make minor technical changes;

(b) Update the product to reflect changes in relevant laws and regulatory requirements;

(c) Make changes to the product as requested by you or notified by us to you (see Clause 6).

7.6 We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 21 consecutive days we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 22 consecutive days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.

7.7 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to and you still do not make payment within 5 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. As well as suspending the products we can also charge you interest on your overdue payments.

8. Your Rights To End The Contract

There is no legal right to end the contract and obtain a refund during a subscription period (unless we are in breach of these terms). If you do wish to end the contract, just contact us to let us know. If you do not end the contract your subscription will automatically renew.

9. How To End The Contract With Us

To end the contract with us, email us at [email protected] Please provide your name, home address, details of the order and, where available, your phone number and email address.

10. Our Rights To End The Contract

10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:

(a) you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;

(b) you break any of the terms of this agreement or you breach or website user and acceptable use policy.

10.2 If we end the contract in the situations set out in Clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3 We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will let you know at least 30 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.

11. If There Is A Problem With The Product

If you have any questions or complaints about the product, please contact us. You can write to us or email us [email protected]

12. Your Rights In Respect Of Defective Products As A Business

12.1 If you are a business customer we make no warranties in regards to any of the content available on our website however, we warrant that. for materials and digital products, at the date it was available for download it will conform in all material respects with its description.

12.2 Subject to Clause 12.3, if:

(a) You give us notice in writing within 7 days of accessing or downloading a product that a product does not comply with the warranty set out in Clause 12.1 we shall replace the defective product.

12.3 We will not be liable for a product’s failure to comply with the warranty in Clause 12.1 if:

(a) You make any further use of such product after giving a notice in accordance with Clause 12.2(a);

(b) The defect arises because you failed to follow instructions as to use or installation.

12.4 Except as provided in this Clause 12, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in Clause 12.1.

13. Price And Payment

13.1 The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see Clause 13.3 for what happens if we discover an error in the price of the product you order.

13.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.

13.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

13.4 When you must pay and how you must pay. How you can pay is set out on the Website. All products must be paid for at the time you submit your order.

14. Our Responsibility For Loss Or Damage Suffered By You As A Business

14.1 Nothing in these terms shall limit or exclude our liability for:

(a) Death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);

(b) Fraud or fraudulent misrepresentation;

(c) Any matter in respect of which it would be unlawful for us to exclude or restrict liability.

14.2 Except to the extent expressly stated in Clause 14.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

14.3 Subject to Clause 14.1:

(a) We shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

(b) Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.

15. How We May Use Your Personal Information

15.1 How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.

16. Other Important Terms

16.1 We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.

16.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

16.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms.

16.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

16.5 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.

16.6 These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.

Background

1) The Service Provider is the owner of the website www.psychologytools.com (Website), an online provider of psychological resources.

2) The Client wishes to have access to the Website, subject to the terms and conditions of this Agreement.

3) The Service Provider agrees to provide the services set out in this Agreement to the Client, subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

• “Business Day” means, any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England and Wales; ”Client” means you, the person acting in the course of a business, trade or profession, and includes all agents and employees;
• “Commencement Date” means the date on which provision of the Services shall commence, as set out in sub-Clause 8.1;
• “Fees” means any and all sums due under this Agreement as agreed between the Client and the Service Provider from time to time;
• “Services” means the online services to be provided by the Service Provider to the Client in accordance with Clause 2, and subject to the terms and conditions of this Agreement;
• “Service Provider” means Psychology Tools Limited, a company incorporated in England And Wales under number 10810854 with Our registered office being 32 Queens Road, Reading, Berkshire, RG1 4AU. Our VAT number is 287301496. Our email is [email protected]
• “Term” means the duration of this Agreement;
• “User” individual team members of the Client who will have access to the Website.

1.2 Unless the context otherwise requires, each reference in this Agreement to:

1.2.1 “Writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2 A statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3 A Clause or paragraph is a reference to a Clause of this Agreement;

1.2.4 A “Party” or the “Parties” refer to the parties to this Agreement.

1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4 Words imparting the singular number shall include the plural and vice versa.

1.5 References to any gender shall include the other gender.

1.6 References to persons shall include corporations.

2. Provision of the Services

2.1 With effect from the Commencement Date, the Service Provider shall, throughout the Term of this Agreement, provide the Services to the Client.

2.2 The Service Provider shall provide the Services with reasonable skill and care but the Service Provider makes no warranties in regards to the tools or materials on the Website and the Client and each User must use its own skill and judgment when using any of the tools or materials on the Website.

2.3 The Service Provider will provide individual User log-in information enabling User access to the Website.

3. Client’s Obligations

3.1 The Client shall use all reasonable endeavours to provide all pertinent information to the Service Provider that is necessary for the Service Provider’s provision of the Services.

3.2 The Client is fully responsible for each of its Users who access the Website.

3.3 The Client must nominate a single team member to act as an administrator and who will be the point of contact as between the Client and the Service Provider.

3.4 The Client agrees not to store or host and the tools or materials on the Website on any web server, or to make them available on the internet, or any other form, unless authorised in writing to do so by the Service Provider.

3.5 The Client accepts that it and each User will be also be subject to the Website Terms and Conditions, Terms of Use, Privacy and Cookies Policies.

3.6 The Client will ensure that Users do not share their log-in details with any other person.

3.7 Where the Fee is based on a set number of Users, the Client must ensure that no other access is given to any other person over and above that number and must immediately inform the Service Provider of any breach. Where the Client wishes to increase the number of Users, the Service Provider will set out any new applicable Fee.

4. Fees and Payment

4.1 The Client shall pay the Fees to the Service Provider as agreed in advance with the Service Provider.

4.2 All fees are payable in advance and are quoted exclusive of VAT.

4.3 Regardless of use of the Website, no refunds or part-refunds will be made.

4.4 The Service Provider will invoice to the Client the Fees payable for the Services and the client must make payment of the Fees by way of bank transfer (or other payment method as agreed in writing) within 7 days of the date of the Invoice.

5. Warranties, Liability and Indemnity

5.1 The Website is provided on an ‘as is’ and ‘as available’ basis without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness, for a particular purpose, non-infringement, compatibility, security and accuracy.

5.2 The contents of the Website do not constitute advice and should not be relied up in making or refraining from making, any decision.

5.3 The Service Provider accepts no liability for any consequences arising from the use of any of the resources made available on the Website: good practice guidelines suggest that professionals should work within the bounds of their own competencies. Materials supplied on the Website are intended to support good practice, not to replace it.

5.4 The Service Provider’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall be limited to the fees paid under this Agreement (or where extended in the previous 6 months) or £1000.00, whichever is the lesser amount.

5.5 The Service Provider shall not be liable for any loss or damage suffered by the Client or Users in respect of the use of the tools or materials on the Website.

5.6 Nothing in this Agreement shall limit or exclude the Service Provider’s liability for death or personal injury.

5.7 The Client shall indemnify the Service Provider against any costs, liability, damages, loss, claims or proceedings arising from any loss or damage howsoever caused by the Client or its agents or employees or any User

5.8 Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

6. Guarantee

The Service Provider does not guarantee that the Website, or any content on it, will always be available or be uninterrupted and may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons.

7. Force Majeure

No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

8. Term and Termination

8.1 This Agreement shall come into force on the Commencement Date and shall continue until such time as it is terminated in accordance with this Agreement.

8.2 Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

8.2.1 any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 5 Business Days of the due date for payment;

8.2.2 the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 5 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

8.2.3 that other Party ceases, or threatens to cease, to carry on business; or

8.2.4 control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

8.5 The rights to terminate this Agreement given by this Clause 8 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

9. Effects of Termination

Upon the termination of this Agreement for any reason:

9.1 any sum owing by either Party to the other under any of the provisions of this Agreement shall become immediately due and payable;

9.2 all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;

9.3 termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; and

9.4 subject as provided in this Clause 9 and except in respect of any accrued rights neither Party shall be under any further obligation to the other.

9.5 All Users will lose immediate access to the Website.

10. General

10.1. No Waiver. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

10.2. Further Assurance. Each Party shall execute and do all such further documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

10.3. Set-Off. Neither Party shall be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

10.4. Assignment and Sub-Contracting. This Agreement is personal to the Parties. Neither Party may assign or sub-licence or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

10.5. Relationship of the Parties. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

10.6. Third Party Rights. No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

10.7 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties and each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.8. Severance. In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

10.9 Law and Jurisdiction. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales and any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

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