1. THESE TERMS
1.1. We are Saltroad Ltd t/a Saltroad, provider of the Saltroad platform. Our registered office address is 4D Irwinstown Lane, Ballinderry Upper, Lisburn, Northern Ireland, BT28 2HD. Our company number is NI709928. We are referred to in these terms and conditions of use (Terms) as we, us, our or Saltroad (which term is also interchangeably to refer to both us and the digital marketplace platform we operate, as the context requires). Any person or entity registering as a therapist on the Saltroad Platform is referred to in these terms and conditions of use as a Professional. If the Professional has any questions about the Platform, please contact: therapy@saltroad.com.
1.2. These Terms explain the basis on which the Professional may use the Saltroad marketplace and payment processing service provided by means of browser based web app (on a SaaS basis) (the Platform or Saltroad).
1.3. This version 1 of these terms was first uploaded on 21st October 2024. Where new versions of these terms are published in future, historic versions can be obtained by contacting us.
1.4. To access the Platform, the Professional must procure and utilise, in respect of the web app, a functioning hardware system and software facilitating access to the following modern and high usage web browsers, namely: Chrome, Mozilla, Firefox, Safari or MS Edge, for the current and previous version of each such browser, or such other relevant software and/or hardware reasonably notified by Saltroad from time to time. Professional should be aware that from time to time certain features may be optimised for particular browsers (and user experience diminished on other browsers).
2. ACCEPTING THESE TERMS
2.1. By completing any form or document on which or in which these Terms are linked or referenced (the Registration Form), or otherwise using our Platform, the Professional agrees to be bound by these Terms and any other terms specified in the Registration Form or at the point of registration, or otherwise expressly agreed in writing by us as forming part of the contract (including any Onboarding Guidelines). The Registration Form, the Tariff, these Terms are referred to together as the Agreement.
2.2. By registering for the Platform, Professional also represent and warrant that they (and shall remain at all times whilst registered on the Platform):
(a) are a practising and accredited speech and language Professional (permitted to practice and hold themselves out as such under the Applicable Laws in the Relevant Jurisdiction) in the Relevant Jurisdictions, and hold themselves out as practising on the Platform, and that they are permitted to provide the S< Services via the Platform to Clients within such Relevant Jurisdictions;
(b) have, where providing S< Services to children or vulnerable adults, a current and valid enhanced DBS check (where they are providing the S< Services in England or Wales), enhanced Disclosure Scotland check (where they are providing the S< Services in Scotland), enhanced Access NI check (where they are providing the S< Services in Northern Ireland) and/or a relevant vetting disclosure from An Garda Síochána’s National Vetting Bureau (where they are providing the S< Services in the Republic of Ireland), in each case showing no adverse finding, or such other checks or clearances as may be required by Applicable Law from time to time in the Relevant Jurisdiction;
(c) hold (where necessary and applicable) a certification with any relevant (or legally required) Certification Body (as defined below), the nature of which certification and Certification Body must be acceptable to Saltroad (acting in its sole discretion);
(d) hold current Professional Indemnity Insurance (either personally or through the entity/company through which their services are provided and via which they have registered for the Platform);
(e) have provided complete, accurate and not misleading information regarding both their certifications (as outlined above) as well as their professional experience and expertise, in particular their previous experience in providing specialised S< Services to those relevant categories of clients they have held themselves out as having specialism with specifically (for example, treating those with acquired neurological disorders, linguistics, oncology, counselling, deafness and hearing impairment, specific learning disabilities or school-aged children), and acknowledges that Saltroad may rely on such information and not seek to independently verify (nor be in a position to independently verify) its authenticity or accuracy; and
(f) are permitted to access the Platform in the country in which they provide S< Services.
The Platform is not available to any person who does not meet the above criteria, and Saltroad is, in any event, under no obligation to accept any applications from prospective Professionals to join the Platform and may accept or reject applicants at its sole discretion. At this point in time, Saltroad does not accept unsolicited invitations from prospective Professionals, and Professionals participate on the Platform on an invite only basis.
2.3. Saltroad is an online platform which allows Professionals to register on the Platform, to offer your services to new and existing Clients, allows Clients to manage and place Bookings, and allows Professionals to then have either text and video consultations with Clients (either via the Platform, where it offers that functionality) or via separate communication services, or to meet face to face with Clients (where the Client has expressed a preference to do so and that is a service the Professional offers). In that sense Saltroad acts solely as a platform or marketplace to facilitate consultations and contracts between the Professional and the Client, and for the processing of payment for those consultations via Saltroad.
2.4. No contract exists between Saltroad and the Professional, or Saltroad and any Client, for provision of S< Services or associated products or services, whether through such consultations or otherwise (save as expressly set out in these Terms). All contractual arrangements for the fulfilment of any of those services are solely between the Professional and the Client, and Saltroad accepts no liability or responsibility for either party’s failure (or otherwise) to honour any contractual or legal obligations to the other in connection with such consultations or services.
2.5. The parties acknowledge that subject to the other terms of the Agreement, the Client and the Professional may agree to meet directly (including for the purposes of the provision of S< Services) outside the Platform. The Professional should exercise their discretion and professional judgement where meeting anyone in person and is responsible for providing appropriate in-person meeting facilities to facilitate the delivery of the S< Services in an appropriate manner, compliant with all Applicable Laws. For clarity, the Professional should ensure when treating children or vulnerable adults that their parent or guardian is present at all times.
2.6. The Professional should read these terms and conditions carefully before using the Platform. In particular, they should be aware that:
2.6.1. Clause 9.6 contains an indemnity and release from the Professional in respect of any claims arising in respect of Bookings with any Client; and
2.6.2. Clause 19 contains important limitations and exclusions of Saltroad’s liability to the Professional.
2.7. If the Professional does not agree with or accept any terms of the Agreement, they should stop using the Platform / delivering S< Services immediately.
2.8. Saltroad may revise the terms of the Agreement at any time by notifying the Professional of such variation when they next login to the Platform. Professionals will be required to accept such revisions as a condition to continued use of the Platform.
3. DEFINITIONS
3.1. In the Agreement, unless otherwise defined, or the context otherwise requires:
Applicable Laws means all applicable international and local laws, regulations, binding (or non-binding) regulatory requirements now or from time to time in force in any Relevant Jurisdiction which may be binding on any of the respective parties to, or otherwise legally binding with respect to the terms of implementation of, the Agreement (including those laws expressly specified in the Agreement) or provision of the S< Services, including any rules, guidance, standard or recommendations of its (or the) relevant Certification Bod(y)(ies) (whether or not legally binding) in terms of the provision of services similar to the S< Services in the Relevant Jurisdiction(s), including, within the Republic of Ireland, the provisions of the CORU Speech and Language Therapists Registration Board “Code of Professional Conduct and Ethics” and their “Standards of Proficiency”, and, within the UK, the provisions of the HCPC “Standards of Proficiency”, the “Standards of Conduct, Performance and Ethics” and the “Standards for Continuing Professional Development”, (each as amended from time to time) and applicable equality and non-discrimination legislation.
Agreed Charges means sums agreed between a Professional and a Client as being payable in respect of S< Services under a Booking.
Booking means a contract for the provision of S< Services, entered into by means of the Platform between the Professional and a Client, and Book shall be construed accordingly.
Certification Body means, where applicable, the relevant professional body within the Relevant Jurisdiction both regulating and keeping a register of accredited professional speech and language Professionals who are required to register with such bodies and adhere to their standards for training, professional skills, qualifications and behaviour (including the provision of S< Services). For clarity, as of the date these Terms were published, this is the Health and Care Professions Council in the UK (the HSPC), in respect of Professionals providing Services in the UK, and CORU (and the Speech and Language Therapists Registration Board administered by it) in Ireland, in respect of Professionals providing S< Services in Ireland.
Commencement Date has the meaning set out in clause 16.
S< Services means speech and language therapy (as it is defined and regulated in reach Relevant Jurisdiction, including by the applicable Certification Body, and excluding provision of any medical care that would require specific training as a medical doctor (reflecting an ability or proscribe medicines or drugs)), provided by the Professional to any Client further to a Booking.
Client means a person who avails of the S< Services from the Professional (and includes, where the S< Services are provided for the benefit of a child or vulnerable adult, accompanied by their parent, guardian or next of kin, who may have placed the Booking, each of the relevant individuals).
Client Data means personal data of the Client disclosed by the Client by means of the Platform in requesting the S< Services (Account Data), and in the course of the Professional in providing the S< Services (Consultation Data).
Client Terms means the terms and conditions which must be accepted by all Clients using the Platform, available at: www.saltroad.com
Data Protection Laws means all Applicable Laws pertaining to data protection or to the privacy, processing, confidentiality or security of personal data, and/or the information rights of individuals within any Relevant Jurisdiction from time to time, including (as applicable) the UK Data Protection Act 2018, the Irish Data Protection Acts 1998 – 2018 and either the UK or EU General Data Protection Regulation.
Feedback means any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback on Saltroad or its products or services.
Good Industry Practice means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced Professional experienced in delivering services similar to the S< Services to Clients (and where applicable their children) in the Relevant Jurisdictions (with the specialist requirements of those who the Professional has marketed themselves as catering for via the Platform) and in compliance with all Applicable Law.
Introduced Client has the meaning given to it in clause 10.2.
Information Requirements means the information required by Professionals to be presented to Clients and potential Clients (accessing the Platform online) when placing their Professional Profile on the Platform (or any restrictions on that information), as notified by Saltroad to the Professional from time to time.
IPRs means any intellectual property rights or equivalent rights arising at any time and under any Applicable Laws.
Onboarding Guidelines means Saltroad’s onboarding guidelines setting out the required information any new Professional is required with whom they are engaging from the first time. The Onboarding Guidelines will be communicated via the Platform and may change from time to time.
Payment Service Provider means any independent payment service provider whose software may be integrated into the Platform from time to time, and whose software may be utilised by the Professional to receive payment for the Agreed Charges from the relevant Client.
Platform Services means the provision of the platform as a service by Saltroad, on a SaaS basis.
Privacy Policy means Saltroad’s privacy and cookies policy available at https://www.saltroad.com/privacy-policy
Professional Equipment has the meaning given in clause 12.2.
Professional Fee has the meaning given in clause 5.3.
Professional Indemnity Insurance means a professional indemnity policy comprising cover for negligence and related risks associated with the provision of the S< Services by the Professional in the Relevant Jurisdictions in which they practice.
Professional Materials means any information and materials provided to Saltroad in connection with the Professional’s registration for and use of the Platform (including images and text), and any rights in the Professional’s brand, trademarks, likeness or image represented in that information or materials.
Professional Profile means the public profile of the Professional displayed to Clients and potential Clients (accessing the Platform online) by means of the Platform.
Relevant Jurisdiction means the geographical territories within which the Professional both normally practices and to whose laws they are subject, and whose Applicable Laws apply (by virtue of their provisions, the location of the Professional and the Client and the nature of their interaction) or are deemed to apply to the provision of any S< Services which are subject to the Agreement, but for clarity, Saltroad currently only facilitates the provision of S< Services to Clients in the UK or Ireland.
Saltroad Content means various resources which Saltroad may (but is under no obligation to) provide a Professional with from time to time, which Professional may wish to adopt or utilise in delivering S< Services, including worksheets, pictures, games, report templates, assessment templates and so.
Supporting Content means any digital content provided to a Client via the Platform, including any introductory videos outlining the S< Services that Professional is able to provide which may be recorded as part of Professional’s admittance onto Saltroad (Introductory Videos) or other content published by the Professional as part of their Professional Profile.
Tariff means Saltroad’s published tariff setting out the basis for any Agreed Charges Professionals are permitted to charge Clients for S< Services delivered via the Platform.
Term means the period from the Commencement Date until termination of the Agreement in accordance with these Terms.
3.2. The following rules of interpretation apply in the Agreement:
3.2.1. Clause headings shall not affect the interpretation of the Agreement. References to clauses are to the clauses of these General Terms.
3.2.2. Words in the singular shall include the plural and vice versa.
3.2.3. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
3.2.4. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
4. THE PLATFORM
4.1. Saltroad agrees to grant Professional a non-exclusive, personal, non-transferable, non sub-licensable permission to use the Platform to deliver S< Services to Clients, access selected Client Data stored using the Platform and receive payment for the S< Services through Saltroad.
4.2. The Professional acknowledges that their details, as displayed on their Professional Profile, or details of other therapy professionals who have registered with the Platform, including Introductory Videos, or other content which Saltroad may display relating to the Professional, will be available to Clients who register for the Platform directly and to potential Client or others who may access the Platform online, and those who are signed up as Clients may contact such Professionals or Book with them using the Platform.
4.3. Saltroad may perform its duties and operate the Platform as it sees fit, subject to the Agreement.
4.4. Under the Client Terms, Saltroad has agreed with Clients it is not responsible for the provision, non-provision or wrongful provision of the S< Services and Supporting Content (nor for any other interaction between Professional or Client conducted via the Platform or occurring directly or indirectly as a result of the Platform) and that Saltroad has no authority or ability to negotiate or vary the terms of any agreement or Booking entered into on behalf of the Professional.
4.5. No representation or warranty is made by Saltroad as to the availability of the Platform, nor that the Platform will operate without error or interruption. Save as set out herein, the Platform is provided on an as-is basis. In particular, Saltroad cannot promise that the Platform will always be provided uninterrupted or error-free, and the Professional acknowledges that Saltroad does not guarantee that the Platform will always work properly. Saltroad is not responsible for any circumstances outside its reasonable control.
4.6. Where the Platform becomes unavailable during any Booking (or the Professional fails to deliver the S< Services for any reason other than the Client having breached the Client Terms) the Professional shall be responsible for delivering the S< Services to the Client via some alternative medium agreed with the Client, and if they fail to do so, for reimbursing the Client any sums that they have already been paid by to it by Saltroad (if any) for such S< Services. If they fail to do so, or have not yet been paid, Saltroad reserves the right to do so on their behalf, or to deduct any such refunds from any amounts to be paid to a Professional for other Bookings.
4.7. Unless otherwise agreed by Saltroad in advance in writing, the charges stated by the Professional by means of the Platform for all S< Services (if applicable) shall be inclusive of any VAT, or other tax that the Professional may be required to remit in connection with such sale, as well as any Payment Services Provider processing fees or other ancillary fees to any S< Services.
4.8. The Professional consents to Saltroad processing their personal data as set out in Saltroad’s Privacy Policy.
5. SUBSCRIPTION FEES
5.1. The fees charged to Professionals by Saltroad for access to Saltroad are as dictated on the Platform from time to time in Saltroad’s Tariff. Saltroad may change Saltroad’s fee arrangements within its Tariff at any time giving notice in writing (either on the Platform or by email). The new fee arrangements will only take effect from the date specified in that announcement.
5.2. Typically, Saltroad operates such that the Professional shall be entitled to dictate their own Agreed Charges that are payable for the S< Services. Fees can be set on an hourly rate, or per Booking basis (for various specified Booking lengths). There are also options for multi-Booking discounts. Professionals are free to set their own Agreed Charges for Bookings on the Platform at their sole discretion. The exception is where Professionals opt-in to any marketing or discounting schemes which may be introduced by Saltroad from time to time, which the Professional must honour once they have opted-in. However, participation in such schemes shall be entirely voluntary. Any suggestions that may be made by Saltroad around pricing are guidelines only.
5.3. Fees for Saltroad operate on a fee per Booking basis (the Saltroad Commission), with a set percentage of any Professional Fee (as specified in the Tariff from time to time) being deducted from Professional Fee for Bookings placed via the Platform. The Saltroad Commission will be inclusive of Saltroad’s fee for the Platform Services, any VAT or similar taxes (if any) chargeable by Saltroad on that Platform Services fee, Payment Services Provider charges, bank transfer fees (which are outside of Saltroad’s control) and there shall be no additional charges or deductions from the Professional Fee. The Saltroad Commission (which covers the above costs) will be deducted from the Agreed Charges paid for each Booking at the point of payment by a Client, leaving the balance of the professional fees (the Professional Fee) payable to the Professional. Professionals acknowledge that Saltroad shall separately be entitled to charge commission to any Clients on any Bookings, and that Saltroad is free to set such charges at its discretion and to retain all such payments made by a Client (and such Client commission shall be separate from the Saltroad Commission).
5.4. After deducting the Saltroad Commission, Saltroad will aggregate the Professional Fees and maintain a record of the balance of Professional Fees payable. Saltroad will then issue self-billing invoices to the Professional on a monthly basis in arrears, on the 7th day of the following calendar month, where the Professional is paid the Professional Fee in respect of any Bookings properly delivered in the preceding month (which are not subject to a valid Client objection as noted in clause 5.6 below) and which are logged via Saltroad.
5.5. For multi-Bookings or block Bookings, Clients effectively pay a credit redeemable in respect of the future delivery of Bookings by the Professional chosen on the Platform. Such credits will be valid for a period of 6 months from the date of purchase (as long as the Client’s account with Saltroad is still live) at which point they shall expire (without further notice to the Client) if the Client has not utilised the relevant S< Services in that time window. They may only be redeemed in respect of S< Services delivered by the relevant Professional chosen by the Client in their block Booking request over that period, but Professional must make themselves reasonably available for appointments as noted elsewhere in these Terms. At that point, the Professional shall be issued a self-billing invoice for any balance of Professional Fee which is at that point unused (less the applicable Saltroad Commission in the usual manner), as if the S< Services had been delivered on expiry of the credit.
5.6. Such invoices (as described in clauses 5.4 and 5.5 above) will be paid no later than 30 (thirty) days from the date of such invoice(s). For clarity, save for the expired block Bookings as described in clause 5.5, the Professional must clearly log any Bookings / S< Services delivered by it on the Platform before the end of each calendar month and is not entitled to be paid for same to the extent such record does not match Saltroad’s record of all Bookings recorded on the Platform. If Professional fails to adhere to the above, then they are waiving payment for any Professional Fee for the relevant Bookings and agreeing that such sums may be retained by Saltroad. Further, the 7 (seven) day period between the end of each calendar month and Saltroad’s issuing a self-billing invoice is intended to permit the Client to raise any objections to the Booking logged by the Professional, for example where the Client alleges the Professional has not delivered any logged Bookings. Saltroad shall decide such disputes in its sole discretion, and its determination shall be final.
5.7. The Saltroad Commission on Bookings excludes payment for any additional services or platform functionality outside the basic Platform Services, for which Professionals may opt-in, subject to separate payment terms and pricing communicated on the Platform from time to time. Any such amounts paid by a Professional to Saltroad shall be non-refundable. The Professional must pay all sums it owes to Saltroad under the Agreement free and clear without any set-off, counterclaim, deduction or withholding of any kind save as may be required by law.
5.8. Saltroad may withhold, deduct or set-off any sums which the Professional may owe to it (including any Client refunds) against any sums it may owe (whether liquidated or unliquidated) to any Professional at any time. For clarity, this means that, as noted in clause 4.6 above, and elsewhere in these Terms, to the extent Saltroad receives complaints from Clients regarding S< Services delivered under any Booking (including any allegations that Bookings were not honoured in accordance with their terms) and upholds these complaints, without prejudice to its other rights or remedies, it reserves a right to either refund any Agreed Charges to the Client, and to (a) not pay the relevant Professional Fee element to the Client (if not yet paid), or to deduct or net off any previous Professional Fees paid from any future payments under the Agreement (if already paid), or to invoice the Professional for a refund of those Professional Fees and any additional currency charges or Payment Services Provider fees related to such Bookings, so as to facilitate issue of a refund to the relevant Client.
5.9. The Professional shall make available to Saltroad and the Payment Service Provider on request any information specified by the Payment Services Provider for the purposes of on-boarding the Professional, paying-out Professional Fees or other purposes required by law.
5.10. By using the Platform, the Professional is required to, and deemed to have, accepted the relevant Payment Service Provider terms as they may apply from time to time to the Professional and its activities via the Platform.
5.11. Professional is solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Saltroad’s net income or gross revenue) imposed or become due in connection with the provision of Platform Services or payment of any Professional Fees to the Professional, and acknowledges that the Professional Fees paid by Saltroad to it shall be inclusive of all such taxes, duties, etc, (if any) which they are required to levy in respect of the relevant Professional Fee. If the Professional is located in the EU, the Professional must provide Saltroad with the VAT registration number under which the Professional is registered in the Professional’s member state (where applicable). If the Professional does not give Saltroad a VAT registration number before the Professional’s transaction being processed, Saltroad will not issue refunds or credits for any VAT charged.
5.12. If the Professional is required to deduct or withhold any tax it must pay the amount deducted or withheld as required by law and pay Saltroad an additional amount so that Saltroad receives payment in full as if there were no deduction or withholding.
5.13. Professional must keep its contact information and payment or billing information up to date through its account.
6. BOOKINGS
6.1. Professionals are not required to spend any minimum amount of time delivering S< Services via the Platform but accounts may be disabled where Saltroad believes (in its sole discretion) that Professionals are regularly failing to respond to requests for Client Bookings (i.e. requests placed outside any “instant booking system” Saltroad may deploy), honour Client Bookings without due cause or have been inactive on the Platform for protracted periods. This shall be provided always that, where a Client has pre-purchased a multi or block Booking with a Professional they must make themselves reasonably available to deliver S< Services over the 6 month window within which such pre-purchased credits are redeemable.
6.2. Professionals must keep their calendar up to date on the Platform, and acknowledges that by signalling their availability to accept a Booking via their calendar at any particular time they are either (a) offering to enter into a Booking / contract with a Client at the time booked by the Client (where the Platform operates with an “instant-book” feature; or (b) indicating that they are likely available at the specified times. In the case of (b) the Client’s attempt to place a Booking shall be treated as an “invitation to treat” to which the Professional must respond to either reject or accept the Booking no later than 2 Business Days after the date of receipt. In either case, once the relevant steps are taken, a binding contract will be created between the Professional and the Client for delivery of the relevant S< Services via the Booking for the Professional Fee for the agreed length of Booking. Saltroad cannot take any responsibility for the Client’s failure to make a payment or cancellation of the request after the Booking has been placed with the Professional (although typically the Client will be invoiced in full at the time that they confirm the Booking).
6.3. The Professional is free to deliver the S< Services as they see fit, subject at all times to complying with the terms of the Agreement, including Applicable Laws and Good Industry Practice, and acknowledges that Saltroad does not exercise any level of personal control over the manner in which they deliver the S< Services.
6.4. Saltroad cannot guarantee that Professionals are listed or displayed in any particular order on the Platform as available for Bookings. Saltroad reserves the right, at its sole discretion, to show Professionals to Clients in whatever order or in whatever way it decides (including in how it displays information provided by the Professional either as part of their Professional Profile, or any Supporting Content), but on a non-binding basis, its intention is to ensure that Professionals appear on the Platform in response to any filtering criteria selected by a Client which the Platform may facilitate from time to time, for example, filtering by qualifications, based on Saltroad’s internal algorithms (which may take other factors such as (but not including) availability, location (by postcode, which may be displayed), timeliness of Professional response, cancellation of Bookings, and similar factors into account). Professional accepts that sometimes the categories or fields to which they have been assigned for the purposes of these filters may be incorrect and is encouraged to contact Saltroad where they believe any errors have occurred, and further that the way in which the Professional’s profile is displayed and to which prospective Clients is entirely at Saltroad’s discretion.
6.5. The Professional is under no obligation to continue any Booking beyond any pre-arranged duration agreed with, a Client, but should note that the Client will not automatically be charged (and the Professional shall not be entitled to invoice Saltroad for) any additional Booking fee where the Professional allows that any Booking to continue beyond the pre-paid and pre-booked duration. Whether a Professional wishes to end any Booking at the expiry of any pre-paid time slot is solely at the discretion of the Professional and neither Saltroad nor the Client will be responsible for any additional fees if and to the extent the Professional chooses not to do so. Any decision to end a Booking should be clearly communicated to the Client concerned during the Booking, to ensure transparency in Client’s experience with Professional encountered on the Platform.
7. CANCELLATION
7.1. The Professional acknowledges that under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 in the UK, or the Irish Consumer Rights Act 2022, Clients have a statutory right to cancel or re-schedule (subject to availability of their chosen Professional) any Booking (including any multiple or block Booking) within the 14 day statutory cooling off period following placement of that Booking by following the steps outlined in their account on the Platform. If the parties wish to fulfil any Booking (including, in respect of any multiple or block Bookings, the first appointment or Booking for which the Client has pre-paid) before the expiry of the Client’s statutory 14 day cooling off or cancellation period, the Professional acknowledges that they must expressly notify the Client of their right to cancel in advance of the appointment commencing, and obtain their agreement to waive their cooling off rights. Insofar as the Client exercises their statutory cooling-off cancellation rights, the Professional acknowledges that Saltroad is legally required to refund to the Client all relevant charges paid for the Booking, including the Saltroad booking fee and any Professional Fee. The Professional also acknowledges that if they fail to expressly notify a Client of their cooling-off rights in advance, and proceed to deliver the S< Services without giving the Client the above notification, then the Client may be entitled to a refund notwithstanding that the S< Services have already been delivered.
7.2. Once the Client’s statutory cooling-off rights have ended, by default they shall not be entitled to cancel any Booking, but this shall be subject to any cancellation or re-scheduling policies specified by the Professional in respect of their Professional Fee on the Platform at the time at which the Booking was placed. The Professional may, for example, choose to let a Client cancel a pre-arranged Booking (or a block Booking) after expiry of their statutory cooling-off rights provided sufficient notice is given prior to the scheduled date of the Booking. Such policies are at the Professional’s discretion (and shall be honoured by Saltroad), but for clarity, the Client’s right to be refunded any Professional Fee, according the relevant Professional’s policies, shall not entitle Client to a refund of any client booking fee paid to Saltroad (which covers booking costs, payment processing and other costs incurred by Saltroad which it cannot recover). By default, Client is also allowed to re-schedule any Booking provided that they notify the Professional via the Platform giving not less than 24 hours’ prior notice and pick a date at which the Professional is available occurring within the next month following the scheduled date of the Client’s original Booking.
7.3. Clients are entitled to end their participation in a Booking at any time, but any amounts paid in advance for that Booking will not be refunded.
7.4. Professionals may not end a Booking during the currency of any pre-paid or pre-arranged Booking, or cancel future pre-paid or pre-arranged Bookings, except where, acting reasonably and in good faith, they believe the Client to have breached the Client Terms in some material way (for example, by sending them offensive or insulting messages) or where the Professional is unable, having used best endeavours, to honour the Booking, for example in cases of illness or emergencies. In such circumstances, the Professional must immediately notify the Client. Saltroad reserves the right to remove Professionals from the Platform and terminate the Agreement where Professionals repeatedly cancel Bookings with Clients. Saltroad also reserves the right to refund the Client in full (i.e. to repay all Agreed Charges) for any cancelled Bookings (less any applicable deductions) in which case the Professional Fees for such Bookings will either (a) not be transferred to the Professional; or (b) deducted from any future payments where the Professional has already been paid (as noted below / above). Saltroad also reserves a right to charge the Professional for the Saltroad Commission on those cancelled or improperly performed Bookings as noted above. The parties confirm that these liquidated damages are reasonable and proportionate to protect Saltroad’s legitimate interest in proper and lawful performance of the S< Services by the Professional.
7.5. The Professional must immediately notify Saltroad if they no longer provide S< Services, any information relevant to their profile or their compliance with the Agreement changes in any way, or any of the representations or commitments it has made in the Agreement change, whether temporarily or permanently.
8. PROVISION OF S< SERVICES TO CLIENTS
8.1. The Professional acknowledges that Saltroad does not provide / undertake any supervision for / of the Professional or the S< Services.
8.2. If the Professional considers that a Client has acted in a way towards him/her that would constitute a crime, or has disclosed a crime the Professional is under a legal duty to report, the Professional should immediately make a report to the appropriate authorities if they are obliged to, or wish to, do so, and then, unless prohibited by law, to Saltroad at therapy@saltroad.com quoting the police incident report number, date(s) and time(s) of any the alleged behaviour / the Bookings at which they took place and the identity of the Client in question if available (where applicable and Professional is lawfully permitted to provide same). For conduct falling short of a crime, which the Professional considers to be in violation of the Client Terms, or otherwise inappropriate, the Professional may end a Consultation and may also report such behaviour to Saltroad using the features available in Platform. The Professional’s report may cause Saltroad to investigate such behaviour and/or bar an individual Client from the Platform, but Saltroad shall not be obliged to act beyond that which is required by law and will not be obliged to incur any additional liability or expense in doing so.
8.3. The Professional must not provide any personal data to any Client beyond that which is permitted or required in the Information Requirements within their Professional Profile, including during the course of any S< Services (other than their name, email address and address if requested by a Client and agreed by the Professional for the purposes of providing in-person S< Services under a pre-paid Booking). They must also communicate to the Client that the Clients must not disclose any personal data relating to third parties during the course of any Booking (or must use pseudonyms when referring to third parties), in order to preserve the relevant data protection rights of third parties. In that spirit, Professionals should not request or encourage Clients to share any personal data or other sensitive or confidential information other than what the Client volunteers as part of the S< Services.
8.4. In the event that the Professional considers that the delivery of remote S< Services may not be sufficient / appropriate for any particular Client in light of the Client’s reported issues, the Professional must recommend to the Client that a physical in-person consultation should be arranged either with the Professional or another professional who is suitably qualified to address the Client’s reported issues. Professionals must not deliver S< Services via the Platform if the Client’s issues or other circumstances mean that it would be inappropriate or unlawful (including under any Applicable Laws or Good Industry Practice) to do so in all the circumstances.
8.5. The Professional must:
8.5.1. satisfy itself that providing S< Services is safe and suitable for the Client; and
8.5.2. explain to Clients that the Consultation does not involve a medical examination or the prescription of any medicines or drugs, and constitutes speech and language therapy rather than any other form of medical or social care, and any additional risks that may arise as a result;
8.5.3. obtain the consent of the Client to the storage of their personal data on the Platform if they share personal data unsolicited; and
8.5.4. take sole responsibility for determining the appropriate S< Services and any associated content or deliverables provided to any Client (including whether and to what extent to adopt any Saltroad Content).
9. OBLIGATIONS OF THE PROFESSIONAL
9.1. The Professional shall provide Saltroad with any relevant information that Saltroad reasonably needs to provide the Platform services under the Agreement.
9.2. The Professional warrants and undertakes (a) that all Professional Materials (including any information or documents provided by them or on their behalf as part of the registration process, and the contents of their Professional Profile) are honest, accurate, genuine, complete and not misleading, and (b) that they shall meet the requirements of clause 2.1 at all times during the Term. The Professional agrees to promptly update such information as necessary to ensure it at all times remains honest, accurate, genuine, complete and not misleading, and immediately notify Saltroad of any change in the circumstances set out in clause 2.1.
9.3. Saltroad will not cover any costs incurred by the Professional in carrying out its obligations under the Agreement or any Booking, including in relation to any services or Supporting Content provided or prepared in respect of a Booking. Professionals must incur all their own costs in provision of the S< Services.
9.4. At all times in relation to the Platform, the Professional shall abide by all Applicable Laws. In the event that the Professional becomes subject to any complaint which (i) is investigated by a Certification Body or any legal authority (including the Police or courts), (ii) is material or serious in nature (including where any criminal or inappropriate conduct is alleged); or (iii) has been repeated or (iv) which calls the Professional’s conduct or competence to practice into question, the Professional shall immediately notify Saltroad in writing and not accept any further Bookings or fulfil any Bookings already contracted for. If the Professional believes that he/she is not fit to practice at any time, the Professional shall immediately cease providing any S< Services and notify Saltroad. In such cases any content or other association between the Professional and Saltroad may be removed at Saltroad’s sole discretion.
9.5. The Professional will keep confidential, any password or other authentication for its use of the Platform and not share it with any third party, and shall notify Saltroad immediately on suspicion that any other person has obtained access to it. The Professional is solely and fully responsible for all activities that occur under its account for the Platform, even if such activities are not authorised by the Professional. The Professional must not operate a service or automated account or subcontract S< Services to any third party.
9.6. Saltroad is not a party to any transactions for S< Services or Supporting Content between Clients and Professionals. In respect of any dispute arising between Client and Professional, the Professional releases Saltroad (and its agents and employees) from claims, demands, and damages (direct and indirect) of every kind and nature arising out of or in any way connected with such disputes.
9.7. The Professional shall not:
9.7.1. have any authority to incur any expenditure in the name of or for the account of Saltroad;
9.7.2. amend any Onboarding Guidelines or hold those out as its own;
9.7.3. hold itself out as having authority to bind Saltroad;
9.7.4. include in any written, graphical or promotional materials any logo, trade mark or branding of Saltroad; or
9.7.5. represent itself as an employee or worker of Saltroad or of any Client.
9.8. The Professional shall be responsible for the supply and maintenance of all equipment and facilities needed by it to carry out the S< Services.
9.9. The Professional shall ensure that the S< Services fully address each requirement as set out in the Booking, and provide the S< Services in compliance with any professional standards required by any Certification Body, Good Industry Practice and all Applicable Laws.
9.10. The Professional shall ensure that the Information Requirements are complied with in its Professional Profile.
9.11. The Professional must not provide S< Services where the Client presents a condition or issues which are outside the Professional’s expertise, or where, in the Professional’s (informed) judgment, the Client lacks the mental capacity to consent to receiving the S< Services.
9.12. From time to time, Saltroad may share Saltroad Content with Professional, and/or permit Professionals to utilise Saltroad Content in delivery of S< Services to Clients. For clarity, Saltroad does not warrant or represent the accuracy, sufficiency or appropriateness of such Saltroad Content in delivery of S< Services to any Clients. Professional is under no obligation to utilise any Saltroad Content, and must determine, in their sole professional discretion, what content to provide to any Clients as part of any S< Services, and the appropriateness of such content for that particular Client’s needs. The licence to use such Saltroad Content is non-transferable, non sub-licensable, subject to these terms and conditions, and limited solely to use of the Saltroad Content in connection with delivery of the S< Services to Clients (where and to the extent Professional, exercising their reasonable professional judgment, considers this to be appropriate), for so long as the agreement between the Professional and Saltroad continues in force. After such time, any Saltroad Content (constituting the Confidential Information of Saltroad) must be deleted, and may no longer be used by the Professional.
9.13. Whilst the Professional is restricted from soliciting any personal data from any Client, and the Client restricted from sharing same, if the Client does share personal data unsolicited, for the purposes of Data Protection Laws, the Professional is the data controller of the Consultation Data and the Professional and Saltroad are each data controllers in common of the Account Data. The Professional shall ensure that Client Data shall at all times be processed by it in accordance with all applicable data protection laws.
9.14. The Professional shall not: (a) other than as permitted by law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform and/or its documentation (as applicable) in any form or media or by any means; nor attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; (b) access all or any part of the Platform Services in order to build a product or service which competes with the Platform Services; (c) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform Services available to any third party; (d)) attempt to obtain, or assist third parties in obtaining, access to the Platform Services, other than to lawfully provide S< Services in accordance with the Agreement; (e) interfere with or disrupt the integrity or performance of the Platform Services or third party data contained therein; or (f) attempt to gain unauthorised access to the Platform Services or their related systems or networks, including with a view to making alterations to, or modifications of, the whole or any part of the Platform, or permitting the Platform or any part of it to be combined with, or become incorporated in, any other programs.
10. DEALING WITH CLIENTS
10.1. Subject to the remainder of this clause 10 below, nothing in the Agreement shall prevent the Professional from carrying on being engaged, concerned or having any financial interest in any capacity in any business, trade, profession or occupation during or after the Agreement. If the Professional is involved in similar platforms they shall not provide access to those third parties to their account on Saltroad or share any information about the functionality available to them in the Platform with such third parties. The Platform interface, dashboard and other functionality available to the Professional is the Confidential Information of Saltroad and not to be publicly displayed.
10.2. The Professional acknowledges and agrees that Saltroad expends significant amounts of time, resource and money in attracting and introducing Clients to use its Platform. Therefore, in consideration of Saltroad making available to the Professional the opportunity to provide the S< Services and to use the Platform, where a Client has been introduced to a Professional on the Platform (i.e. the Professional first transacted business with that Client via the Platform) (an Introduced Client) the Professional agrees to use the Platform as its exclusive method to receive all payments for the S< Services and Supporting Content provided under a Booking with any Introduced Client and any additional work undertaken ancillary to the Booking in respect of such Introduced Client. The foregoing restrictions do not restrict the provision of in-person S< Services to relevant Clients in accordance with Saltroad’s guidelines, provided any Bookings for such services are transacted and paid for via the Platform.
10.3. Without prejudice to any other right or remedy of Saltroad, the Professional agrees in the event of breach by it of clause 10.2 above, the Professional shall pay to Saltroad a sum equal to (i) 100% of the Agreed Charges payable in respect of any sums paid to the Professional by the Client for the S< Services and Supporting Content provided under any relevant Booking and any additional relevant work undertaken ancillary to the Booking in breach of clause 10.2 (subject to a cap of no more than the total Agreed Charges for 5 Bookings (whether delivered remotely or in person); (ii) any costs and disbursements incurred by Saltroad in recovering such sums from the Professional; and (iii) interest calculated in accordance with clause 5.6.
10.4. The parties agree that the liquidated damages payments provided for in clause 10.3 above do not impose a detriment on Professional which is disproportionate to the legitimate interests of Saltroad in the enforcement of the obligations set out in clause 10.2 without prejudice to Professional’s obligation to fulfil its obligations under the Agreement if it is reasonably able to do so.
10.5. The Professional must not include, within their Supporting Content, any links to any external platforms or marketplaces for the provision of the S< Services, links to their own websites or social media profiles, details of their full name or business name, or any other similar content whereby a Client might be able to determine the identity of the Professional or their business and contact them to directly solicit their services outside of the Platform.
10.6. The Professional must during the Term (and for a period of 6 months thereafter):
10.6.1. not submit proposals or solicit Introduced Clients to pay the Professional outside the Platform (except as permitted under 6.1 above); or
10.6.2. not accept proposals from Introduced Clients to receive payment outside the Platform (except as permitted under 6.1 above); and
10.6.3. notify Saltroad in the event of an Introduced Client making a proposal to receive payment outside the Platform.
11. PROFESSIONAL’S STATUS
11.1. The Professional represents and warrants that it has the legal power and authority to enter into the Agreement (in the case of an individual representing a the Professional, on that organisation or entity’s behalf), and that the Agreement is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of the Agreement, and that the Agreement is accordingly binding upon each party and enforceable per its terms.
11.2. The Professional acknowledges and agrees that the relationship between the Professional and Saltroad is that of independent contracting parties. The Professional is not a worker or employee of Saltroad. The Professional does not have authority to enter into written or oral contracts on behalf of Saltroad, of either an implied or express nature.
11.3. Saltroad shall not, and shall not be entitled to direct, control or oversee a Professional’s work or require that it be performed in any particular manner. Saltroad does not control a Professional’s manner of carrying out the Booking, work hours, location of work, or length of time to complete the Booking, save as outlined in the Agreement.
11.4. The Platform is not an employment agency or employment business.
11.5. Saltroad acknowledges that the Professional provides S< Services as part of its own business, and that the Professional shall be entitled to:
11.5.1. specify the dates and times at which it wishes to accept Bookings on schedule, when available (either via instant book or indicative availability);
11.5.2. organise its workload of Bookings as it sees fit subject to adhering to any times agreed with a Client in a Booking; and
11.5.3. use any materials, equipment or tools selected by it which it is lawfully entitled to use, and which are suitable for performance of the Platform (subject only to adhering to the Onboarding Guidelines for the first Client Booking).
11.6. The Professional is solely responsible for providing any necessary equipment, materials and expertise necessary to meet its obligations under the Booking, including physical premises for in-person S< Services.
11.7. Saltroad will not be liable for any tax or withholding, including but not limited to National Insurance, health insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a Client’s use of a Professional’s services. The Professional agrees to indemnify Saltroad and its affiliates from any and all claims, liabilities and reasonable costs arising from or in connection with:
11.7.1. the Professional being classified by HMRC (or any other public or government body of similar standing in the Relevant Jurisdiction) as a worker or employee of Saltroad (or as having any analogous status within the Relevant Jurisdiction);
11.7.2. any other relevant third-party claims under any employment-related laws, such as those relating to wrongful or unfair dismissal, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday pay, retirement benefits, or any other employee benefits (or any analogous claims or liabilities under employment or similar laws in any Relevant Jurisdiction).
11.8. The Professional agrees that it is responsible for its own accounting and tax affairs and that it will indemnify and hold Saltroad entirely harmless from any claims from HMRC, the Irish Revenue Commissioners (or any other public or government body of similar standing in the Relevant Jurisdiction) in respect of any tax, pensions contributions, national insurance contributions, universal social charge (USC), pay related social insurance (or any similar or related liabilities, emoluments or payments) payable in respect of any Booking on account of any claim or finding that the Professional has or had deemed employment status (or any analogous status under employment or similar laws in any Relevant Jurisdiction).
11.9. The Professional may not appoint any substitute to provide S< Services under their name or on their behalf, or use generative AI, large language models or any similar technologies to automate any replies to Clients via any chat log on the Services or as part of any S< Services. The Professional acknowledges that this restriction is required given the specialist nature of the S< Services required, the fact that they are advertising and holding themselves out as professionals with particular skills and expertise (which Clients will rely on when placing Bookings with them) and the restrictions that may apply under applicable laws in Relevant Jurisdictions (including the liability requirements of the Professional’s insurance policies).
12. THE PLATFORM SERVICES
12.1. Saltroad undertakes that the Platform Services will be performed with reasonable skill and care, further subject to downtimes for planned maintenance or outside Saltroad’s reasonable control. Otherwise, Saltroad gives no warranties concerning the Platform Services.
12.2. The undertaking at clause 12.1 shall not apply to the extent of any non-conformance which is caused by (a) use of the Platform Services contrary to Saltroad's instructions or otherwise than as permitted by the Agreement, (b) issues with equipment (software and hardware) (the Professional Equipment) used to access the Platform Services (including use of any unsupported browser); or (c) acts or omissions otherwise attributable to the Professional and/or outside Saltroad’s reasonable control. If the Platform Services do not conform with the foregoing undertaking, Saltroad will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance within a reasonable timeframe. Such correction constitutes the Professional's sole and exclusive remedy for any breach of the undertaking set out in clause 12.1. Notwithstanding the foregoing, Saltroad does not warrant that the Professional's use of the Platform Services will be uninterrupted or error-free, nor that the Platform Services and/or their documentation will meet the Professional's requirements.
12.3. The Agreement shall not prevent Saltroad from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
12.4. Except as expressly and specifically provided in the Agreement: (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement; (b) the Platform Services and all other services provided, procured and/or sub-contracted by Saltroad under the Agreement, including any Saltroad Content, are provided to the Professional on an “as is” and “as available” basis; and (c) the Professional assumes sole responsibility for the use of the Platform Services, any Saltroad Content and their associated documentation by the Professional and Authorised Users, and for conclusions drawn from such use, including any decisions made as a result of the Professional’s use of the Platform Services or Saltroad Content, and for the provision of the S< Services to Clients. Saltroad shall have no liability for any damage caused by errors or omissions in any information, instructions or data provided to Saltroad by the Professional in connection with the Platform Services, or any actions taken by Saltroad at the Professional’s direction.
12.5. Saltroad shall have no liability to the Professional under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Saltroad or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm or default of Saltroad’s or sub-contractors. Saltroad shall not be responsible for the failure of any third party systems or platforms with which the Platform Services interact.
12.6. Saltroad does not warrant that the Platform Services or any Saltroad Content will meet the Professional’s or any Client’s requirements; that the Platform Services will be uninterrupted, timely, secure, or error-free; that the information provided through the Platform Services is accurate, reliable or correct; that any defects or errors will be corrected; that the Platform Services will be available at any particular time or location; or that the Platform Services is free of viruses or other harmful components. Saltroad will not be responsible for any risk of loss resulting from the Professional’s downloading or using files, information, Data or other material obtained from the Subscription Service. Professional acknowledges that it has assessed the suitability of the Platform Services for its requirements and, where it chooses to use same, the suitability of any Saltroad Content for any Client’s requirements.
12.7. Timing for performance of Saltroad’s obligations under the Agreement shall not be of the essence.
12.8. The Professional must ensure that its network and systems comply with the relevant specifications provided by Saltroad from time to time, be solely responsible for procuring and maintaining its network connections and telecommunications links, and maintaining appropriate the Professional Equipment.
12.9. The Professional may use standalone third party applications when accessing the Platform Services, for example where the Platform Services uses third party applications to authenticate the Professional’s account on the Platform. While the Agreement represents Saltroad’s agreement with the Professional, other parties’ terms govern their relationships. Whilst Saltroad takes no responsibility for the Professional’s adherence to such terms or the actions taken by such third parties, the Professional warrants and represents that it will honour and adhere to such terms when using the Platform Services, and that the Professional will not hold Saltroad responsible for any interactions with such third parties or their services, sites or terms, including for wrongful or negligent acts or omissions, or breaches of contract.
12.10. Saltroad does not control the content, messages or information found in or on or accessible through, or pulled into the Platform Services via, any third party software, sites or services accessible through or integrated with the Platform Services. Saltroad disclaims and will have no liability regarding such software, sites or services and any actions resulting from the Professional’s use of the same. Such sites or services’ availability does not mean Saltroad endorses, supports or warrants such sites or services.
12.11. Saltroad shall not be responsible for any issues with performance of any third party applications, and their integration within and functioning through the Platform Services at all times is outside Saltroad’s control and is not guaranteed. The third party integrations supported by the Platform Services are not guaranteed, may change from time to time, and the Professional must always have a valid third party account or subscription for any such applications and pay all relevant fees for same (which are not included as part of the Platform Services).
12.12. Saltroad shall use reasonable endeavours to maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the Platform and data stored thereon. However, the Professional understands and acknowledges that use of the Platform Services necessarily involves transmission of data over networks that are not owned, operated or controlled by Saltroad, and that Saltroad cannot be held responsible for any the Professional Data lost, altered, intercepted or stored across such networks. Saltroad does not guarantee that its security procedures will be error-free, that transmissions of the Professional Data will always be secure or that unauthorised third parties will never be able to defeat Saltroad’s security measures or those of Saltroad’s third party service providers.
12.13. Saltroad may, from time to time at its discretion, generally upgrade and improve the Platform Services as it sees fit, and the Professional acknowledges that such upgrades and improvements may affect its use of the Platform Services.
12.14. Professional acknowledges and accepts that (a) Saltroad does not and cannot warrant or represent that the Platform Services or any Saltroad Content are compliant with any regulatory or legal requirements to which the Professional may be subject, or which may be relevant to the purposes for the Platform Services may be used (including any Applicable Laws) (and the Professional assumes that risk and confirms that there is no restriction under any Applicable Laws in their delivering S< Services via the Platform), and (b) Saltroad cannot be held responsible or liable for human error and negligent or fraudulent use of the Platform Services or Saltroad Content, or determining their appropriateness or suitability for particular Clients.
12.15. The Professional may from time to time get access to information that isn't yet publicly available about new products and features that Saltroad plans to offer. Given the nature of this information, it is important that the Professional keeps it confidential. The Professional agrees that any beta service (Beta Service) information that isn't yet in the public domain, for example, information about a preview for a new Beta Service, is Saltroad’s Confidential Information, whether or not expressly labelled as such. The Professional will keep such information strictly confidential and not discuss or share it with any third parties. Professional must also treat Saltroad Content as Saltroad’s Confidential Information, save that it may be shared with Clients (when either interacting directly or engaged through the Platform) without restriction.
13. PROFESSIONAL MATERIALS AND SUPPORTING CONTENT
13.1. The Professional warrants and represents that it will not transmit or process any Professional Materials or Supporting Content which are: (a) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitate illegal activity; (c) depict sexually explicit images; (d) promote unlawful violence; (e) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any illegal activity; (f) cause damage or injury to any person or property; (g) in breach of any relevant ethical standards (including those promulgated by appropriate Certification Bodies, or required to be adhered to under any certification held by the Professional; (h) are in breach of Saltroad’s acceptable use policy, culture and values; (i) infringe any third party’s copyright, trade mark, or other intellectual property rights; (j) infringe any third party’s rights of publicity or privacy; or (k) contain any viruses or other malware.
14. IMPORTANT - INDEMNITY
14.1. The Professional shall keep Saltroad indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, ex gratia payments, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Saltroad as a result of or in connection with:
14.1.1. in respect of the S< Services, Supporting Content or the Professional Materials or any related matter, or any breach by the Professional of its obligations under Data Protection Laws in respect of Clients’ personal data (as defined in the Data Protection Laws);
14.1.2. any claim, complaint, action or dispute (as well as, where requested by Saltroad, defending Saltroad against same) made against Saltroad by a third party for death, personal injury (including issues pertaining to mental health) or damage to property arising out of, or in connection with the S< Services or the Supporting Content (except to the extent that the same is caused by the negligence or wilful default of Saltroad); and
14.1.3. any claim, complaint, action or dispute (as well as, where requested by Saltroad, defending Saltroad against same) made against Saltroad by a third party arising out of or in connection with the supply of the S< Services, whether or not such claim arises out of the breach, negligent performance or failure or delay in performance of the Booking or other content delivered by the Professional, its employees, agents or subcontractors.
15. INSURANCE
15.1. The Professional shall maintain in force during the Agreement (and for a period of 12 months following it) full and comprehensive Professional Indemnity Insurance (with an insurer, and in an amount (per incident) of not less than that, required or approved by the Professional’s Certification body, or required under the laws of the Relevant Jurisdiction to which the Professional is subject, as applicable). The Professional shall on request supply to Saltroad copies of such insurance policies and evidence that the relevant premiums have been paid. If required by the insurer, the Professional agrees to inform its insurer of its registration with Saltroad and that it may be undertaking S< Services arranged by means of the Platform. The Professional must also inform Saltroad as to which countries or territories, and in respect of what S< Services, they are licensed and insured to cover.
16. COMMENCEMENT AND TERM
16.1. The Agreement shall commence on the date on which the Professional’s account on the Platform is set up and shall continue until terminated in accordance with clause 17.
17. TERMINATION
17.1. The Agreement can be terminated, without cause, by Saltroad with immediate effect at any time by providing the Professional with prior written notice.
17.2. The Agreement can be terminated without cause by the Professional using the tools available on the Platform.
17.3. The Agreement may be terminated forthwith at any time by either party on written notice to the other if:
17.3.1. the other commits a material breach, or series of breaches resulting in a material breach, of the Agreement;
17.3.2. the other becomes unable to pay its debts, has a receiver or administrator appointed, enters bankruptcy proceedings, or otherwise becomes subject to any insolvency proceedings or process, or subject to any analogous process in the jurisdiction within which they are based;
17.3.3. the other suspends trading, ceases to carry on business, or threatens to do either;
17.3.4. the other (being an individual) dies or ceases to be capable of managing his own affairs or providing the services; or
17.3.5. the other fails to make any payment due under the Agreement by the due date for payment.
17.4. The Professional’s account on the Platform shall be terminated contemporaneously on termination of the Agreement (or as soon as the removal of the account can be processed by Saltroad) and any right or licence the Professional had to use the Platform shall end. Professional shall no longer be able to deliver S< Services via the Platform from that date.
17.5. It is incumbent on the Professional to extract any template conversations the Platform facilitates being exported from their account prior to termination, but the Professional will no longer have any access to any Client Data or Supporting Content following termination, and is not permitted to try and extract any such data from the Platform. Similarly, the Professional must cease to use any Professional Materials incorporating any Saltroad branding or referring in any way to Saltroad following termination of the Agreement.
17.6. Termination of the Agreement shall be without prejudice to the continuation in force of any clauses of these Terms which by their nature or the context are expressed or implied to survive such termination, including, without limitation, clauses 1 – 3 (inclusive), 4.2 – 4.5 (inclusive), 4.8, 5.6, 8.2, 8.3, 9.5, 9.6, 9.7, 9.12, 10 – 15 (inclusive) (other than clause 12.1) and 17 – 20 (inclusive). 17.7. Termination of the Agreement shall not impact the accrued rights of the parties up to the date of termination.
18. INTELLECTUAL PROPERTY RIGHTS
18.1. If the Professional gives Saltroad any Feedback it acknowledges and agrees that Saltroad will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual licence to implement, use, modify, commercially exploit or incorporate the Feedback into Saltroad’s products, services, and documentation, and shall be free to use such Feedback to promote same.
18.2. Professional hereby assigns to Saltroad full equitable and legal title (with full title guarantee) in and to the Professional Materials and Supporting Content and any IPRs comprised in same, for Saltroad to reproduce, use or commercialise same as it sees fit. Professional also waives, or shall procure the waiver of, any moral rights or any equivalent rights arising anywhere in the world in respect of the Professional Materials and any Supporting Content and any IPRs comprised in same. The Professional must treat any Supporting Content as confidential and not share it with third parties outside the Platform or keep any separate record of Supporting Content outside the Platform, unless otherwise expressly agreed in writing with Saltroad.
18.3. Saltroad is the owner or the licensee of all intellectual property rights in the Platform, including all rights in the Client Data and any other data processed by the Platform, as well as in any Saltroad Content. The Platform and Saltroad Content (or other Confidential Information) is protected by copyright laws and treaties around the world. All such rights are reserved.
18.4. The Professional must not use any part of the Platform or any content on it (including any Saltroad Content), for any commercial purposes other than for the purposes of the Agreement, without first obtaining a licence to do so from Saltroad.
18.5. The Professional agrees:
18.5.1. Not to reproduce, duplicate, copy or re-sell any part of the Platform.
18.5.2. Not to access without authority, interfere with, damage or disrupt any part of the Platform; any equipment or network on which the Platform is hosted or stored; or any software used in the provision of the Platform.
18.5.3. The word Saltroad is a registered trademark of Saltroad Limited and the Saltroad branding and logo are unregistered trademarks of Saltroad Limited. The Professional is not permitted to use them without Saltroad’s prior written approval, save that Professional may link to the Saltroad’s Platform (either the web site / web app, or to app stores by which the mobile app can be accessed), and share Supporting Content so as to advertise the fact that they offer S< Services via the Saltroad Platform, and share Saltroad Content with Clients as part of the Professional’s S< Services, provided it does so fairly and legally and in a way that does not damage Saltroad’s reputation or take advantage of it, and complies with any branding or advertising guidelines required by Saltroad from time to time. Professional must not establish a link in such a way as to suggest any particular / specific approval or endorsement of the Professional or their particular S< Services on Saltroad’s part where no such association, approval or endorsement exists. Professional must not establish a link to Saltroad’s Platform on any website or platform that Professional does not own unless Professional has relevant authorisations. Saltroad reserves the right to withdraw linking permission without notice. The website in which Professional is linking must comply in all respects with the content standards set out in the Agreement. The web app must not be framed on any other site. Saltroad may withdraw this licence at any time on notice. If Professional wishes to link to or make any use of data on Saltroad’s Platform, or of the Supporting Content, Saltroad Content or Professional Materials, other than that set out above or elsewhere in these terms, it must obtain Saltroad’s prior written consent.
19. IMPORTANT – LIMITATION OF LIABILITY
19.1. Nothing in the Agreement shall limit or exclude Saltroad’s liability for:
19.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
19.1.2. fraud or fraudulent misrepresentation; or
19.1.3. any other liability which cannot be excluded or limited as a matter of relevant law.
19.2. Subject to clause 19.1:
19.2.1. Saltroad shall under no circumstances whatever be liable to the Professional, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profit; (b) loss of revenue; (c) loss of anticipated savings; (d) loss of reputation or goodwill; (e) loss of data; or (f) any indirect, special or consequential loss arising under or in connection with the Platform or the subject matter of the Agreement; and
19.2.2. Saltroad’s total liability to the Professional in respect of all other losses arising under or in connection with any Booking and the subject matter of the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the fees actually retained by Saltroad in respect of S< Services delivered by the Professional in the preceding 12 months prior to the date any relevant claim or cause of action first arose.
19.3. Saltroad shall have no liability to Professional under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Saltroad or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
20. GENERAL
20.1. If any provision (or part of a provision) of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20.2. No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
20.3. The Agreement will bind and benefit each party’s successors and personal representatives. Subject to that, the Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.4. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
20.5. Saltroad will share all notices and other communications regarding the Agreement to the Professional at the e-mail address provided on registering, or by means of the Professional’s account area on the Platform, or by any other means then specified by Saltroad. Otherwise, any notice required or permitted to be given under the Agreement by the Professional to Saltroad shall be in writing and shall be delivered or transmitted to Saltroad’s registered office address from time to time. In the case of notice served by posting on the Professional’s account or by email, the notice shall be deemed given at the time such upload goes live onto the website or at the time of transmission of the email (respectively).
20.6. The Agreement (and the documents specified in it) constitutes the entire agreement between the parties in relation to its subject matter. No other terms apply and it supersedes any previous arrangement, understanding or agreement between the parties relating to its subject matter.
20.7. The Agreement will be governed by the law of Northern Ireland. Any dispute arising in relation to the subject matter of the Agreement will be submitted to the exclusive jurisdiction of the courts of Northern Ireland.
20.8. Professional shall not, without the prior written consent of Saltroad (such consent not to be unreasonably withheld), assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. Saltroad shall be free to assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement without the consent of Professional but providing notice of any assignment or transfer.
20.9. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, or create any employer and employee relationship, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power), save for the rights the Professional affords to Saltroad as expressly set out herein.
20.10. Notwithstanding any other provisions of the Agreement, nothing in the Agreement confers or purports to confer any right to enforce any of its terms on any person who is not a party to it.
20.11. No amendment or variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). The above notwithstanding, Saltroad may, acting in its sole discretion, amend these terms and conditions from time to time and will endeavour to provide Professional with thirty (30) days’ notice before making the change effective when it does so.
