Terms of Service

Please read these terms carefully before using any of the Happio services. They are a legal agreement between you and Happio. You cannot create a Happio account and access or use the Happio Service before accepting these terms and our Privacy Policy. Using any of the services indicates that you accept these terms and our Privacy Policy. If you do not abide by these terms we withhold the right to disable or terminate your account.

1. Overview

1.1. We are Happio Ltd (the “Company”, “we”, “us” or “our”), our registered address: 1 Hinde Street, London, W1U 2AY, United Kingdom, company registration number: 13003986.

1.2. These Terms of Service (“Terms”) apply to your access and use of the Happio Service. The “Happio Service” includes:

mobile application software available on iOS and Android known in different forms as Happio Therapy (as it may be rebranded, renamed or localised from time to time) and any updates or supplements to it, (the “App”);

our web-based applications known as Happio Admin Dashboard (as it may be rebranded, renamed or localised from time to time) and any updates or supplements to it (the “Dashboard” and, together with the App, and Website, the “Software”);

the website software known as Happio website (as it may be rebranded, renamed or localised from time to time), the data supplied with such software, and any updates or supplements to it (the “Website”)

1.3. any of the services accessible through the Software, including the tools which the Software provides to help mental healthcare professionals and the users to run therapy programmes and monitor various health data metrics (the “Services”). These terms apply to us and all users of our services (“you”/“your”). They govern your access to, downloading and use of all the services.

2. Data and Privacy

2.1. For more information about our data practices, please read our Privacy Policy. Through using the Happio Service you agree that we can collect and use your information in accordance with the Privacy Policy.

3. The rights to use the Happio Service

3.1. The Happio Service is intended for your personal, non-commercial use.

3.2. Happio grants you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable licence to (1) access and use the Happio Service, (2) access and view the Happio Content, (3) access and use the software and mobile applications provided by the Happio Service. With respect to items (3) this licence includes any third-party software embedded in any Happio Service. This licence is provided solely for your personal, non-commercial use and enjoyment of the Happio Service as permitted in these Terms.

3.3. You will not use, sublicense, copy, adapt, modify, translate, disclose, prepare derivative works based upon, distribute, licence, sell, rent, lease, assign, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Happio Content, Happio Service or any portion thereof (including any third-party software), except as expressly permitted in these Terms. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Happio or its licensors, except for the licences and rights expressly granted in these Terms.

3.4. Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Happio Service: (1) use, display, mirror, or frame the Happio Service or any individual element within the Happio Service, including the layout and design of any page, without Happio’ express written consent; (2) use Happio’ name, any Happio trademark or logo, or any Happio proprietary information without Happio’ express written consent; (3) access or tamper with non-public areas of the Happio Service, Happio’ computer systems, or the technical delivery systems of Happio’ providers; (4) test the vulnerability of any Happio’ system or breach any security or authentication measures; (5) circumvent any technological measure implemented by Happio’ or any of Happio’ providers or any other third party (including another user) to protect the Happio’ Service; (6) access the Happio’ Service or Happio’ Content through the use of any mechanism other than through the use of an Authorized Connection, Happio’ Service, or Happio API; or (7) modify, decompile, disassemble, reverse engineer, tamper with, or otherwise attempt to derive the source code of any software that Happio provides to you or any other part of the Happio Service.

3.5. By using the Happio Service, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside.

4. Disclaimer and our limitation on liability

4.1. THE HAPPIO SERVICE IS PROVIDED “AS IS”, WITHOUT ANY CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND AND IS USED BY YOU AT YOUR OWN RISK. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE PROVIDE YOU WITH THE SERVICES ON THE BASIS THAT WE EXCLUDE ALL REPRESENTATION, WARRANTIES, CONDITIONS AND OTHER TERMS WHICH, BUT FOR THESE TERMS, MIGHT HAVE EFFECT IN RELATION TO THE SERVICES.

4.2. THE SOFTWARE IS INTENDED TO BE USED AS A TOOL FOR INFORMATION DELIVERY, COLLECTION AND ANALYSIS ONLY.

4.3. THE COMPANY OFFERS NO MEDICAL OR OTHER ADVICE AND NO RELIANCE SHOULD BE PLACED ON THE SOFTWARE, THE SERVICES OR ANY PRODUCT OF THEM. THE COMPANY PROMISES NO BENEFITS OR RESULTS OF ANY USE OF THE SOFTWARE OR SERVICES.

4.4. THE COMPANY MAKES NO CLAIMS, AND OFFERS NO WARRANTY OR REPRESENTATION, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, MEDICAL EFFECT, SIGNIFICANCE OR OTHERWISE RELATING TO THE INSIGHTS, INFORMATION OR DATA MADE AVAILABLE THROUGH THE SOFTWARE OR AS A RESULT OF ANY SERVICE (INCLUDING, FOR THE AVOIDANCE OF DOUBT, IN RELATION TO ANY HAPPIO GENERATED DATA).

4.5. THE SOFTWARE AND THE SERVICES HAVE NOT BEEN SPECIFICALLY DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS. USE OF THE SOFTWARE MUST BE MADE ONLY AT USERS’ AND CLINICIANS’ OWN DISCRETION, FOLLOWING GUIDANCE FROM THE RELEVANT CLINICIAN AND/OR OTHER SUITABLY QUALIFIED PROFESSIONALS WHERE SUITABLE.

4.6. ANY HEALTH INFORMATION INCLUDED IN THE SERVICES IS NOT A MEDICAL ADVICE. If you want medical advice you should contact a doctor. If you have an existing condition such as epilepsy, or motion sickness which you think may be affected by using the services, you should contact a doctor before using the services.

4.7. While we endeavour to ensure that the Content contained within the services is correct, we do not warrant the accuracy and completeness of that Content. We may make changes to the Content at any time without notice. The Content may be out of date and Happio makes no commitment to update such material.

4.8. We make no warranty that the Happio Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of the Happio Service.

4.9. Nothing in these terms shall exclude or limit your liability or our liability for death or personal injury caused by negligence; for fraud or fraudulent misrepresentation; or under any indemnity in these terms. Subject to this, we shall not be liable in contract, tort (including, without limitation, negligence), for pre-contract or other representations, or otherwise arising out of or in connection with these terms for:
  • any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services);
  • any loss of goodwill or reputation; or
  • any special, indirect or consequential losses, in any case, whether or not such losses were within either of our contemplations at the date of acceptance of these terms.

4.10. Subject to the above, our liability to you in relation to all events or series of connected events occurring under these terms (and whether the liability arises because of breach of contract, negligence or for any other reason) shall be limited to the greater of the total amount of the sums you have paid for the services in the six month period immediately preceding the date of the first event allegedly giving rise to the liability.

4.11. Nothing in these terms excludes any statutory rights which may apply to your use of the services which cannot be excluded, restricted or modified by contract.

5. Your Use of the Happio Service

5.1. Full use of the Happio Service requires that you create an account by providing us with information such as your full name and a valid email address, as well as a strong password. You are responsible for all activity that occurs in association with your account, including maintaining the confidentiality of your password and account. Your account must be used by you and nobody else and is not transferable.

5.2. You shall immediately notify Happio should you suspect any unauthorised use of your account or password, you shall provide true, up-to-date and complete information about yourself during registration and ensure this information remains up-to-date.

5.3. Happio is not liable for any losses or damages caused by your failure to maintain the confidentiality of your account credentials. Please contact hello@happio.io if you discover or suspect any security breach related to the Happio Service or your account.

5.4. Full use of the Happio Service is dependent upon your use of a computer with adequate software or a supported mobile device and Internet access. The maintenance and security of this equipment may influence the performance of the Happio Service and it is your responsibility to ensure the equipment’s functionality.

5.5. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

6. User Generated Content

6.1. You are prohibited from posting to or transmitting using the services any material:

  1. that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
  2. for which you have not obtained all necessary licences and/or approvals;
  3. which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world;
  4. which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data);
  5. contains or discloses another person’s personal information without his or her written consent; or
  6. collects or solicits another person’s personal information for commercial or unlawful purposes.

6.2. Happio shall be entitled to remove any material from its services which are posted to or transmitted using the services in contravention of these terms, or for any other reason.

6.3. You shall not:

  1. use the services or any Content in any unlawful manner;
  2. misuse the services (including, without limitation, by hacking or inserting malicious code);
  3. infringe our or any third party’s intellectual property rights in your use of the services or Content;
  4. use the services to transmit chain letters, junk or spam;
  5. use services to harass, abuse or harm another person;
  6. take any action that in our sole discretion places an unreasonable or disproportionately large load on our servers or other infrastructure; or
  7. use the services in any way which may cause, or be likely to cause, access to or use of the services to be interrupted, damaged or impaired in any way.

6.4. Happio shall be free to copy, disclose, distribute, incorporate and otherwise use such non-personal data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.

7. Alerts and Notifications

7.1. As part of your use of the Happio Service, you may receive notifications, emails, and other electronic communications. You agree to the receipt of these communications.

7.2. We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

8. Modification and Interruptions

8.1. We reserve the right to change, modify, or remove the contents of the Happio Service at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Happio Service.

8.2. We also reserve the right to modify or discontinue all or part of the Happio Service without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Happio Service.

8.3. We cannot guarantee the Happio Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Happio Service resulting in interruptions, delays, or errors.

8.4. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Happio Service. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.

9. Fees and Costs

9.1. The access to the Software is provided free of charge. The Company reserves the right to charge for the Services provided via its Software (Therapy programme fees) and digital therapy products. The prices for the Services and products are displayed as they are and are not subject to any extra charges.

9.2. The Company reserves the right to change prices from time to time at its sole discretion.

9.3. Failure to pay any such fees may result in your access to the Services or Products being withdrawn without further notice.

10. Links to and from Other Apps and Websites

10.1. Any links to third party apps and websites are provided solely for your convenience. We have not reviewed all of these third party apps and websites and do not control and are not responsible for these apps/websites or their content or availability. We do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party apps/websites linked to from our services, you do so entirely at your own risk.

11. Termination

11.1. We reserve the right to suspend or deactivate your account or your access to certain aspects or all of the Happio Service, or terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such suspension, deactivation or termination, we may delete or remove Your Content and other information related to your account. In such circumstances, you are not entitled to any refund. We will give you notice of such modification or discontinuance wherever possible.

11.2. You may close your account at any time by deleting it via settings in your account or contacting us at hello@happio.io.

11.3. You may discontinue your use of the services (or any part of them) at any time. On termination of these terms for any reason:

  • all rights granted to you under these terms shall cease;
  • you shall no longer have access to any services;
  • you must immediately cease all activities authorised by these terms; and
  • you must immediately delete or remove Apps from your devices.

12. Intellectual Property Rights

12.1. Happio owns all intellectual property rights in its services including without limitation its Apps and Websites, including all software and all images, sounds, music, text, icons and other content (“Content”) used within those services, other than any material which you create and which you transmit or post using the services (“User Generated Content”), as well as the arrangement of that Content.

12.2. Happio grants you a limited, personal, non-transferable, non-sublicensable, worldwide and non-exclusive licence to use its services for non-commercial use only and solely in accordance with these terms and any rules or policies applied by any app store provider or operator from whose site you downloaded an App. The grant and continuation of the above licence is conditional upon your compliance with these terms, our Privacy Policy and any rules or policies applied by any app store provider from which you downloaded an App. You shall not (and shall not allow any third party to), except to the extent expressly permitted under applicable law, copy, modify, frame, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code in the services.

12.3. You shall not sell, rent, lease, loan, redistribute, assign, sublicense, republish, grant a security interest in or otherwise transfer any right in the services, in whole or in part.

12.4. You shall not remove or modify any copyright and/or other intellectual property notices or watermarks from any Content. Nothing in these terms grants you a licence to use any Happio trademarks or the trademarks of any third parties in the services.

12.5 . We reserve the right (but are not required) to remove or disable access to the Happio Service, any Happio Content, or Your Content at any time and without notice, and at our sole discretion, if we determine that the Happio Content, Your Content, or your use of the Happio Service is objectionable or in violation of these Terms.

12.6. We have the right to investigate violations of these Terms and any conduct that affects the Happio Service, and in response may take any action we may deem appropriate.

13. Dispute Resolution

13.1. Governing law. Any dispute relating to this Agreement which cannot be resolved by negotiation between the parties within 30 days of either party having given notice to the other party that a dispute has arisen shall be submitted to Third-Party Services.

13.2. Mediation. This Agreement and any matters arising out of it shall be governed by and construed in accordance with the laws of England.

13.3. In addition, you have the option to use the Online Dispute Resolution (ODR) platform which is accessible here.

14. Indemnification

14.1. You indemnify and hold Happio and its officers, directors, agents and employees, harmless from any losses, damages, costs, expenses (including reasonable legal fees) or other liability, arising out of any claim, demand, allegation or proceeding brought by any third party due to or arising out of any breach by you of any of these terms or applicable law; your misuse of the services; Your Content; your infringement of intellectual property rights or any other third party rights; and/or your failure to provide accurate, up to date information.

15. General terms

15.1. We will notify you before we make material changes to these Terms and give you an opportunity to review the revised Terms before continuing to use the Happio Service. When you use the Happio Service after a modification becomes effective, you are telling us that you accept the modified Terms.

15.2. Any notices or other communications provided by Happio under these Terms, including those regarding modifications to these Terms, will be given: (i) via email or (ii) by posting to the Happio Service. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.

16. Additional Terms

16.1. In addition to our privacy policy, please note that your use of the Software and Services may be subject to additional terms and conditions communicated to you by us from time to time (including within the Software).

16.2. Your use of the App may also be subject to the terms and conditions of the app store from which you downloaded it.

17. Support and Contact Details

17.1. If you want to learn more about the Software or the Service or have any problems using them please reach out via the support section in the App.

17.2. Please contact us if you have any questions about these terms using the details below:

Email: hello@happio.io

Postal Address: 1 Hinde Street, London, W1U 2AY, United Kingdom

Last updated: 1st of November 2021

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