End User Licence Agreement

A lifetime licence for one practitioner costs £149, paid once. There are no subscription or ongoing fees, and every new user gets a one-month (30-day) free trial.

1. Who this agreement is between

1.1 This agreement is between Talking Works (“we”, “us”) and the practitioner or practice using the Software (“you”).

1.2 The “Software” means Talking Works Practice Management and Clinical Will Software, including the program file, its help guides, templates, forms and any updates we choose to supply.

1.3 The Software is sold to therapists, counsellors, supervisors and other practitioners for use in their work. By accepting this agreement you confirm that you are using the Software for the purposes of your trade, business or profession and not as a consumer.

2. Your licence

2.1 Free trial. You may use the Software free of charge for a one-month (30-day) trial to evaluate it. When the trial ends, you can still open and view your records on screen, but adding or changing records, and printing, saving, copying, downloading or exporting them, needs a licence (see clause 10.2).

2.2 Paid licence. Once you have paid the licence fee and we have issued you a licence key, we grant you a non-exclusive, non-transferable, lifetime licence for one named practitioner to install and use the Software on computers that practitioner owns or controls.

2.3 You may keep backup copies of the program file.

2.4 You must not, and must not allow anyone else to:

• (a) share, publish, sell or give away your licence key or a licensed copy of the Software;
• (b) copy, modify, adapt, translate or create works based on the Software, or reverse engineer or decompile it, except as far as the law allows you to;
• (c) remove or get around the licence check;
• (d) remove our name, copyright or other notices; or
• (e) sell, rent, lend, sub-license or otherwise make the Software available to anyone else.

2.5 You may transfer your licence to someone who takes over your practice only with our written agreement.

3. Price, updates and support

3.1 The licence fee is £149, paid once. There are no ongoing or subscription fees. No VAT is charged. Your licence key is sent to you by email once payment has been received.

3.2 We are not obliged to provide updates, new versions, fixes, support, training or help with your data. If we choose to provide any of these, they are covered by this agreement and we may stop providing them at any time.

3.3 If, within 30 days of your licence key being issued, the Software does not work substantially as described in its help guide on a supported device and browser, tell us. We will either try to fix the problem or, if we can’t, refund the licence fee and your licence will end. This is your only remedy for that problem.

4. What the Software is, and isn’t

4.1 The Software is a record-keeping tool that runs entirely on your own computer. Your records are stored in an encrypted Vault file that you control. We never receive, see, host, store or have access to your Vault, your passphrase, your executor passcode or any of your clients’ information, and we cannot recover any of them for you.

4.2 The Software does not provide clinical, legal, data-protection, ethical or professional advice. Its guides, checklists, retention calculations, templates (including the therapy agreement and outcome measures), forms, financial and tax summaries, and executor instructions are general information only. It is your responsibility to check that they are right for your practice, your professional body’s requirements and the law, and to take your own professional, legal or tax advice where needed.

4.3 The Software is not a substitute for a properly made clinical will, a legal will, supervision, or arrangements agreed with your clinical executor.

5. Your responsibilities

You are responsible for:

• (a) your clients’ information. You are the data controller and must comply with UK GDPR, the Data Protection Act 2018, any registration or fee required by the Information Commissioner’s Office, and your professional body’s code of ethics and record-keeping requirements;
• (b) keeping your passphrase and executor passcode safe. If they are lost or forgotten, your Vault cannot be opened by anyone, including us;
• (c) making regular backups of your Vault on separate, secure (preferably encrypted) storage, and checking that they open;
• (d) using a supported device and browser, keeping them secure and up to date, and protecting them with a password and anti-virus software;
• (e) checking information that the Software reads, calculates or fills in automatically (for example from intake forms, imported notes or client lists, file names, questionnaire scores, invoices and tax-year totals) before relying on it;
• (f) making sure your clinical executor knows where your Vault and executor passcode are, and has what they need to act;
• (g) holding appropriate professional indemnity insurance (and, if you wish, cyber insurance) for your practice.

6. Data protection

6.1 Because the Software runs only on your computer and we have no access to your data, we do not process your clients’ personal data on your behalf and are not your data processor.

6.2 We hold only the details needed to sell and administer your licence (such as your name, practice name and email address), and use them only for that purpose and to reply to you. Please never send us client information, Vault files, passphrases or passcodes, including when giving feedback or asking for help.

7. No warranty

7.1 The Software is provided “as is” and “as available”. Apart from clause 3.3, and as far as the law allows, all warranties, conditions and other terms that might otherwise be implied (including those about satisfactory quality, fitness for a particular purpose and reasonable care and skill) are excluded.

7.2 We do not promise that the Software will be free from errors or interruptions, meet your particular needs, work with every device, operating system or browser, or keep working if browser or operating system makers change or remove features it relies on (such as saving directly to files).

7.3 The Software uses widely recognised encryption methods, but no system can be guaranteed to be secure against every threat. The security of your data also depends on your passphrase and on how you keep your devices and backups.

8. Limitation of liability

8.1 Nothing in this agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

8.2 Subject to clause 8.1, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• (a) loss, corruption, deletion or disclosure of data, including client records, notes, documents and Vault files;
• (b) inability to open or use your Vault or records, including because a passphrase or passcode has been lost or forgotten, or because your trial has ended and you have not bought a licence;
• (c) loss of profits, income, revenue, business, clients, contracts, goodwill or anticipated savings;
• (d) complaints, claims or demands by your clients or other people; professional, regulatory or disciplinary action; or fines, penalties or compensation (including any imposed by the Information Commissioner’s Office, HM Revenue and Customs or a professional body);
• (e) cost of replacement software or services, or of recreating or recovering records;
• (f) loss or damage caused by your devices, browser, operating system, storage, other software, viruses or malicious attacks, or by failing to make or check backups or to follow the help guide; or
• (g) indirect or consequential loss of any kind,

even if that loss was foreseeable or we had been told it might happen.

8.3 Subject to clauses 8.1 and 8.2, our total liability to you for all claims arising out of or in connection with the Software or this agreement, however caused, is limited to the licence fee you actually paid us (no more than £149). If you are using a free trial, our liability to you is limited to £10.

8.4 Why these limits are reasonable. You agree that these limits are fair and reasonable because:

• the Software is sold for a low, one-off price with no ongoing fees;
• we have no access to, or control over, your data, devices or backups;
• you are best placed to protect your records by making backups and keeping your passphrase safe;
• you are expected to hold professional indemnity insurance; and
• the price would be much higher if we accepted greater risk.

9. Your indemnity

You agree to compensate us for reasonable losses and costs we suffer as a result of a claim by one of your clients or another third party arising from your use of the Software with their information, or from your breach of this agreement, except where the claim is caused by our fraud.

10. Ending the licence

10.1 We may end your licence by notice if you seriously break this agreement (for example by sharing your licence key) and, where it can be put right, you don’t put it right within 14 days of us asking.

10.2 If your licence ends, or your trial expires, you may still open and view your existing records on screen. Printing, saving, copying, downloading or exporting records (including PDF and Word copies, client records for subject access requests, and the executor pack) needs a licence. You must not use the Software for anything else. You remain responsible for meeting your legal and professional obligations to your clients, including under your clinical will.

10.3 Clauses 4 to 9, 10.2 and 12 to 13 continue after the licence ends.

11. Your clinical executor

If you die or become unable to work, your clinical executor (or another person lawfully acting for you or your estate) may use your copy of the Software, free of charge and under your licence, to manage, return, transfer or securely destroy your records under your clinical will. If you did not hold a licence, they may view your records on screen as set out in clause 10.2. They do so under the terms of this agreement, including clauses 7 and 8.

12. Intellectual property

The Software and all rights in it belong to us or our licensors. You receive only the licence set out in clause 2. If you send us suggestions or feedback, we may use them freely without paying you. Third-party questionnaires included in the Software (such as PHQ-9, GAD-7 and CORE-10) remain the property of their owners and are reproduced on their terms.

13. General

13.1 This agreement is the whole agreement between us about the Software and replaces anything said or written before. You have not relied on any statement that is not set out in it.

13.2 We may update this agreement for future versions of the Software. You will be asked to accept the new version when you first use an updated copy. The version you accepted continues to apply to your earlier copy.

13.3 If any part of this agreement is found to be invalid or unenforceable, the rest remains in force.

13.4 We may transfer our rights and obligations under this agreement to another business. You may transfer yours only as allowed by clause 2.5.

13.5 Except as set out in clause 11, nobody other than you and us has any right to enforce this agreement.

13.6 If we don’t enforce a right straight away, we can still enforce it later.

13.7 This agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

13.8 If, despite clause 1.3, you are a consumer, nothing in this agreement affects your legal rights as a consumer.

14. Contact

Talking Works · chris@talkingworks.uk