Platform Terms of Use

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Version last updated on 30.10.2023

TERMS OF USE

These Terms

We are Oliva Health Limited, registered in England and Wales with company number 13045706 and registered address at Evolution House Iceni Court, Delft Way, Norwich, Norfolk, England, NR6 6BB. Any reference to “we”, “us” and “Oliva” is a reference to Oliva Health Limited and includes its directors, employees and contractors acting under Oliva’s direct control, as the case may be.
These Terms of Use (“Terms”) set out the terms and conditions under which we operate an online platform at https://olivahealth.app/ (“Platform”) on which we offer referral services in the fields of on-demand therapy, coaching and classes, as well as other content (“Services”) to employees of companies and organisations. The scope of our Services is limited to providing referrals to specific specialists; those specialists do not act under our control or provide their services on our instruction. As such, services of such specialists do not fall within the scope of our Services and we do not accept responsibility and liability for services so provided.
Please read these Terms carefully before using our Platform and Services. By signing an order form granting you access to the Platform and our Services (“Order Form”) you, i.e. our customer whose details are set out in the Order Form (“Customer” or “you”) agree to enter into a legally binding agreement (“Contract”) governed by the terms set out in the Order Form and these Terms with us. These Terms do not modify or replace any other agreements you may have with Oliva concerning our products, services, or other matters.
If there is a conflict between the Order Form and these Terms, then the Order Form shall take precedence over these Terms.
We may update these Terms from time to time, to make them clearer or to reflect changes in law or practice. If we do that, we will generally notify you through the Platform or by email. If you do not agree to the changes made to the Terms, then you have the right to terminate the Contract on 90 days’ notice. If you continue to use the Platform and access our Services after the date the changes have been posted, we will infer that you accept the amended Terms.
To contact us, please telephone or email us using the contact details set out in the Order Form. If we have to contact you, we will call or email you using the contact details you provided to us on the Order Form or which you used to contact us.

Using the Platform

Under the Contract, you shall obtain from us a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Platform and permit your employees, contractors and other third parties acting under your direct control (“Users”) to use the Platform and obtain our Service Contract term.
You may create, change, deactivate, or otherwise administer your Users’ user accounts within the scope of the Contract.
Unless stated otherwise, you shall ensure and be responsible for your Users’ use of the Platform in accordance with these Terms.
In particular, you shall ensure that your Users understand that:

Oliva is not a medical service, which means we can't provide immediate care in the event of a mental health crisis. If your Users feel they are experiencing a mental health emergency, are considering suicide, or feel that they are a danger to themselves or others, they should contact an appropriate emergency service;
Oliva isn’t suitable for people who have an enduring, complex mental health condition such as schizophrenia, anorexia, dementia, severe substance misuse, Bi-polar disorder during mania, treatment resistant depression, or personality disorders where functioning is severely impaired or the person is at risk;
Oliva is unable to provide Users with a formal diagnosis. If they require this, they should talk to their GP about a referral to a psychiatrist or specialist service;
Oliva does not recommend starting therapy with Oliva if the User is already seeing another mental health professional;
Oliva may decide not to offer its services. For example, Oliva isn't suitable for people who are unable to avoid the use of alcohol or other substances during a therapy session. Oliva also isn't suitable for people who require in-patient or out-patient care in a hospital-based setting. And of course, if the specialists operating on the Platform are subjected to prolonged verbal abuse during sessions, we might decide to withdraw our services;
Oliva takes Users’ confidentiality seriously. In nearly all circumstances, anything Users share with Oliva is strictly between the Users and Oliva, or the Users and the relevant specialists, as the case may be. The only exception is if someone clearly shows an intention to harm themselves or others. In these cases, we or the specialist will flag the situation as an emergency as legally and ethically required. If this happens, we may try to contact a User’s GP or emergency contact (whose details we ask for when a User starts therapy). If they cannot be contacted, or if the details are incorrect, we may deem it necessary to contact you, the Customer, in order to seek assistance; There might be exceptional occasions not related to self harm where we deem it in your best interests to share information with other professionals involved in your care, such as your doctor, or your assigned mental health team. We would normally ask your permission to share this information, however there might be rare circumstances where we would share information without your consent, for example if we believed you may come to physical harm if we don’t share it.
Oliva will never sell Users’ personal information to third parties or data brokers. All our data processing activities are specified in our privacy notice; and
The specialists operating through Oliva Platform may offer their support and guidance on keeping a healthy mind. Ultimately, each decision and/or course of action shall at all times remain responsibility of the specific User and Oliva cannot and will not accept any responsibility and/or liability in this regard.

Our Platform operates an absence monitoring system. Where a User books an appointment and fails to attend it without cancelling it more than 48 hours in advance of the appointment start time, the appointment will be counted as attended.

Our obligations

We shall:

provide to you access to the Platform and our Services in line with the Contract;
provide to you any services you may be entitled to as part of your subscription with reasonable care and skill; and
reasonably co-operate with you in relation to your use of the Platform and our Services.

Your obligations

You shall:

provide to us details we request from you, which we may reasonably need to grant you access to the Platform or to provide Services to you;
ensure all information you give us is correct and up-to-date at all times, and notify us immediately of any changes to your contact and payment details;
pay any Fees (as defined below) we charge you;
follow the instructions and directions we provide about using the Platform and our Services and only use them in accordance with all applicable laws, rules and regulations;
make sure that the Users also meet the responsibilities set out in these Terms;
not do or omit to do anything which could damage our goodwill or bring our reputation into disrepute; and
ensure that you comply with all our current policies made available on the Platform from time to time, including but not limited to any acceptable use terms and any other standards or policies which we may publish.

You must not:

attempt to copy, reproduce, publish, transmit, broadcast, archive, download (other than through caching necessary for personal use), distribute, modify, display, perform, license, transfer, exchange, translate, create derivative works from, offer for sale, or use (except as explicitly authorised by these Terms) content and information contained on or obtained from or through our Platform without express prior written permission from us;
use our Platform and/or the Services for public performances including, without limitation, performance in or for any training facility;
circumvent, remove, alter, deactivate, degrade or manipulate by any other means with any content protections any Services we provide;
use any robot, spider, scraper or other automated means to access the Platform and/or the Services;
infringe any third party's rights;
transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform and/or the Services. We may modify or delete any material that is considered defamatory, offensive or otherwise unlawful, or that infringes the rights of anyone else;
register multiple times for a free trial period of access, if offered; or
upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with our Platform or Services, including any software viruses or any other computer code, files or programs.

You acknowledge and agree that you shall be responsible for all information technology, computer devices and third-party services required to allow you to access the Platform and the Services (including your internet service provider and your electricity service provider), as well as for all obligations and charges you may owe (including but not limited to broadband or mobile data charges, and electricity charges).

Charges and Payment

In consideration for Oliva granting the Customer access to the Platform and Services, the Customer shall pay to Oliva the fee specified in the Order Form or otherwise agreed between the parties in writing (including by email) (“Fees”). Fees may be payable annually as an advance payment according to the Contract.
We require payment of the Fees within 30 days of concluding the Contract and at least one working day before your access to Platform and our Services commences.
We shall renew the term of the Contract automatically at the end of each term, unless the Customer has terminated the Contract in their user account or by notifying us in writing in accordance with Clause 7.1.
We may change the Fees. Where this is the case, such change will not come into effect until the next automatic renewal, and we will inform the Customer about the change in writing at least 90 days before such change comes into effect.
Unless stated otherwise, any Fees quoted by us are exclusive of value added tax.
If the Customer pays the Fees by a payment card, the Customer authorises us to charge their payment card or bank account for all Fees payable for each term of the Contract. The Customer further authorises us to use a third party to process payments.
If the Customer pays the Fees by bank transfer, we will issue an invoice at the beginning of each billing period. All amounts invoiced are due and payable by the date marked on the invoice. If we do not receive the payment within thirty (30) days after the due date, we may charge the Customer interest on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
We are not obliged to refund any payments made to us for use of the Platform and/or Services.
If we have agreed to amend the scope of the Services we provide the Customer, and/or the number of your user accounts on the Platform, the change of Fee due to these changes shall be reflected on the prepayment invoice issued to the Customer for the following renewal term. An increase of scope of Service or user accounts shall become effective immediately after the Customer confirms the change. A decrease in scope of Services or user accounts shall become effective at the beginning of the next renewal term.

Intellectual property rights

In this section 6, “Intellectual Property Rights” means any patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
You acknowledge that all Intellectual Property Rights in the Platform or Services shall belong to Oliva or any relevant third-party owners (as the case may be), and you shall have no rights in or to the Platform or Services other than the right to use it in accordance with the Contract terms.
You agree not to take any action inconsistent with the Oliva’s ownership of its Intellectual Property Rights and agree not to challenge Oliva’s ownership or use of such Intellectual Property Rights and further agree not to attempt to register any such Intellectual Property Rights, owned or used by Oliva or any other names or marks confusingly similar thereto.
You must not modify the paper or digital copies of any content you have printed off or downloaded from the Platform in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on the Platform must always be acknowledged.
We acknowledge that the Customer is the holder of rights in the Customer’s company logo. Unless we explicitly agree otherwise in writing, the Customer grants us a non-exclusive, royalty-free, fully paid, worldwide, non-revocable license to use, reproduce, distribute, and publicly display the Customer’s company logo, in any and all media, whether now known or hereafter invented or devised, for purposes of marketing of our Platform and services, including for referencing existing customers.
You are the holder of rights in any material you make available on the Platform. When you make available material on the Platform, you grant us a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, non-revocable license to use, reproduce, distribute, and publicly display that material, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
Where you provide to us your input, comments or suggestions, regarding our business and technology direction and/or the possible creation, modification, correction, improvement or enhancement of the Platform, Services, any software, or products we offer (collectively “Feedback”), you grant to us a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free license, with the right to sublicense through multiple tiers, to use, publish, disclose, perform, copy, make, have made, use, modify, create derivative works, distribute, sell, offer for sale and otherwise benefit from Feedback in any manner and via any media.

Termination

Either party may terminate the Contract without cause at the end of the Contract term or the respective renewal by serving to the other party a written notice at least 90 days before the expiration of the respective Contract term or renewal.
Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment;
the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within seven (7) days of the other party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the other party suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;
or the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Upon termination of the Contract, we will delete all content of the respective Customer and its Users in line with the relevant law, such as The Health and Social Care Act 2008. The Users can download all their content before the expiration of this period. We do not guarantee that the content will remain available after the expiration of this date.

Confidentiality

In order to perform its obligations under the Contract, each party may be given access to information of the other party (including that of its Users) that is proprietary or confidential and is either clearly labelled or identified as such (“Confidential Information”). A party's Confidential Information shall not be deemed to include information that:

is or becomes publicly known other than through any act or omission of the receiving party;
was in the other party's lawful possession before the disclosure;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is independently developed by the receiving party, which independent development can be shown by written evidence.

Subject to Clause 8.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Contract.
Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Contract.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 8.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
The above provisions of this Clause 8 shall survive termination of this Contract, however arising.

Limitation of Liability

Except as expressly and specifically provided in these Terms, we shall have no responsibility or liability for the availability or reliability of the Platform and/or the Services or their ability to meet the Customer’s or User’s needs in using the Platform.
We shall have no responsibility or liability for the deletion or accuracy of any content stored on the Platform, the failure to store, transmit or receive transmission of content by a Customer or User.
Except as expressly and specifically provided in these Terms, the Customer and/or its Users assume sole responsibility for results obtained from the use of the Platform, Services and for any conclusions drawn from such use.
You acknowledge that Oliva is an intermediary, and cannot be held liable for information, assistance and/or opinions provided by mental health professionals or other parties providing services through the Platform, and cannot warrant the reliability, lawfulness, usefulness, veracity, validity or value of the same.
Although we make reasonable efforts to update the information on our Platform and in our Services, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
Where our Platform or Services site contain links to other sites and resources provided by third parties (including content provided by other users), these links and content are provided for your information only. Such links and content should not be interpreted as approval by us of them or information you may obtain from them. We have no control over the contents of those sites or resources.
Nothing in these terms excludes the liability of Oliva for death or personal injury caused by our negligence; or for fraud or fraudulent misrepresentation.
Oliva shall not be liable whether in tort (including for negligence or breach of statutory duty),contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract.
Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 50% of the total Fees paid by the Customer during the twelve (12) months immediately preceding the date on which the claim arose.

General provisions

Data Processing. The parties shall remain responsible and liable for the processing of any personal data in their control in accordance with the applicable data protection legislation.
Assignment. We may at any time assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract. The Customer may not assign, transfer, subcontract, delegate, or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Oliva.
Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, unless superseded by a provision contained in a new version of these Terms, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision of the Contract is deemed deleted under this Clause 10.5 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Notices. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by email to the other party’s recorded address. Any notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting (where “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business); or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute
Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Force majeure. Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for four weeks, the party not affected may terminate the Contract by giving seven days' written notice to the affected party.
Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
Arbitration clause. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.
Jurisdiction. Should for any reason the arbitration clause become inapplicable or is deemed invalid, both parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).