Corporate Services Conditions
1. INTRODUCTION
1.1. This document ("Therapyside's Corporate Services Conditions") governs the contracting of services that Altania del Mar S.L. ("Therapyside") offers to organizations to improve the emotional well-being of their teams.
1.2. These Therapyside Service Conditions for Businesses, along with the documents mentioned in the following clause, bind:
a) Therapyside; and
b) The organization that contracts any of Therapyside's services for businesses (the "Client").
1.3. The person signing the purchase order linked to these Therapyside Service Conditions for Businesses guarantees that they have sufficient representative power to contract on behalf of their organization.
2. DOCUMENTS COMPRISING THE CLIENT’S AGREEMENT WITH THERAPYSIDE
2.1. The Client's agreement with Therapyside (the "Agreement") consists of:
a) The purchase order signed between the Client and Therapyside, detailing aspects such as identifying information of Therapyside and the Client, the contracted services, the price of those services, etc.
b) These Therapyside Service Conditions for Businesses (which include the document "Data Protection Obligations and Responsibilities for Therapyside’s Corporate Services").
c) The commercial proposal that, if applicable, Therapyside may have provided to the Client before signing a purchase order. The proposal may include additional information about aspects such as the features of Therapyside's platform or the onboarding process.
2.2. These documents complement each other, and all of them help to understand and interpret the relationship between Therapyside and the Client. However, if there is any contradiction between the documents, the order of precedence will be as follows:
a) Purchase Order
b) Therapyside Service Conditions for Businesses
c) Commercial Proposal
3. DESCRIPTION OF THE SERVICES OFFERED BY THERAPYSIDE
Self-Care
3.1. Self-Care is the self-care application designed by Therapyside to promote self-awareness and the development of healthy psychological behaviors among the Client's employees.
3.2. Self-Care contains exercises, readings, audios, and other preventive resources focused on improving mental health through practical tools.
3.3. The Client's employees' access to Self-Care may be subject to accepting the Self-Care terms of use and privacy policy.
Workshops
3.4. The Workshops offered by Therapyside consist of collective emotional training workshops tailored to the Client's organization.
3.5. The Workshops can be delivered as standalone workshops or as part of Academy Programs.
3.6. The purchase order will detail the number of standalone Workshops and Academy Programs included in the plan contracted by the Client, their duration, the languages in which they will be delivered, and the maximum number of attendees.
3.7. Each Academy Program contracted by the Client will include a diagnostic test aimed at adapting the content of the Academy Program to the particularities of the Client's organization.
3.8. The Client may contract additional diagnostic tests and new Academy Programs, whose price will be subject to a separate quotation and the signing of a supplementary purchase order.
3.9. The specific dates and times of the Workshops will be agreed upon based on the availability of the Client and the Therapyside team.
1-to-1 Sessions
3.10. The Client's employees may schedule and attend individual 1-to-1 online therapy sessions. These sessions will be conducted by therapists assigned to each of the Client's employees.
3.11. To facilitate the relationship between therapists and the Client's employees, the 1-to-1 sessions will be scheduled and held on the Therapyside platform. The platform features proprietary encryption technology and is designed to protect the confidentiality of communications between the therapist and the Client's employee. To access the platform, the Client's employees must accept the platform's terms of use and privacy policy.
3.12. The maximum number of sessions per worker per year, if agreed upon, their duration, and the languages of these sessions will be indicated in the purchase order.
Corporate Area
3.13. The Client will have access to a control panel called Corporate Area, from which they can access the People Analytics section, manage the registration and deregistration of beneficiaries under their business plan, and perform other administrative and tracking actions related to the ongoing plan.
3.14. In the People Analytics section, the Client can find periodic reports with data and metrics on their team's emotional state and how their team uses Therapyside's services.
3.15. These reports may include information on aspects such as: (a) data on the use of 1-to-1 sessions by the Client's employees, (b) demographic characteristics of the Client's employees who use Therapyside's services, and (c) factors that most impact the emotional well-being of the Client's employees.
3.16. The reports will present data in aggregate form. To protect the personal data of the Client's employees, these reports will only be available to the Client if a minimum number of employees actively use Therapyside's services. The minimum number of employees required for the issuance of People Analytics reports will not be less than twenty-five (25) and may be increased at the Client's request.
3.17. Additionally, if the Client's plan includes Workshops, the information available in the People Analytics section will be considered to tailor the Workshops to the organization's needs..
Other services
3.18. Depending on the Client's organization's needs, Therapyside may offer additional services (such as SSO integration).
3.19. The conditions for these services will be reflected in the purchase order or a specific agreement.
4. PAYMENT CONDITIONS AND TERMS OF SERVICE
4.1. The price of the services contracted by the Client, the billing schedule, and the payment deadlines are specified in the purchase order.
4.2. The prices indicated in the purchase order will be subject to applicable taxes. Therapyside informs the Client that certain services included in the contracted plan may be exempt from VAT. Specifically, 1-to-1 sessions, being considered assistance to individuals provided by health professionals, are subject to the exemption outlined in Article 20, Paragraph 1, Section 3 of Law 37/1992, December 28th, on Value-Added Tax. This exemption does not apply to the other services offered by Therapyside.
Other services
If Therapyside agrees with the Client to provide other services, the payment conditions for these services Will be reflected in the purchase order or a separate agreement.
5. DURATION AND TERMINATION
5.1. This Agreement will come into effect on the date the purchase order is signed and will remain in force as long as there is an active purchase order.
5.2. Unless another term is expressly agreed upon, the purchase order will have a duration of twelve (12) months. Once this period has elapsed, the purchase order will automatically renew for successive periods of twelve (12) months, unless either party notifies the other that they do not wish to renew, with at least thirty (30) days' notice before the scheduled renewal date.
5.3. The services included in the Client's contracted plan, as well as any additional services the Client may contract through supplementary purchase orders, must be used within the term of the purchase order. If there are unused services after this period:
a) In the event of a renewal of the purchase order, the period for using the remaining services will be extended according to the new validity period of the purchase order. Additionally, Therapyside may contact the Client to suggest alternatives to make use of the contracted services.
b) If the purchase order is not renewed and thus does not remain in force, the remaining services will have an additional validity of three (3) months from the date the purchase order expires. After this period, the Client will lose the right to use the pending services and Therapyside will be free of such obligation.
5.4. Regardless of the duration indicated in the purchase orders, both the purchase orders and this Agreement may be terminated early if:
a) Therapyside or the Client fail to fulfill their obligations, provided that such a breach has not been remedied within fifteen (15) days from notification. In this case, the party that has breached its obligations will be required to compensate the other party for damages caused (which will include, if Therapyside has failed to fulfill its obligations, the reimbursement of any amounts the Client has paid in advance for services not yet provided).
b) Therapyside discontinues its activity or stops providing the services described in this Agreement for any reason. In these cases, the Client will be entitled to a refund of any amounts paid in advance for services that are not rendered.
6. INTELLECTUAL PROPERTY
6.1. Therapyside is the owner (or holds the relevant licenses) of the intellectual and industrial property rights over its platform and any other elements related to its services. For example, this includes all rights over:
a) The source code, object code, interface, databases, and other elements of the Therapyside platform and the Self-Care application.
b) Logos, registered trademarks, trade names, and other distinctive signs of Therapyside.
c) The diagnostic tests conducted prior to Academy Programs, the materials used or provided by Therapyside within the framework of Workshops, etc.
6.2. Therapyside grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license, limited to the Client’s organization granting said organization the use of the Therapyside platform and Self-Care application only for the purposes and under the terms described in this Agreement.
6.3. Therapyside may use the Client’s logos, trade names, and other distinctive signs to mention the organization as one of its clients. For instance, Therapyside may include the Client’s distinctive signs on websites, social media platforms, commercial presentations, meetings with potential clients, conferences, interviews, reports, etc. If the Client wishes to object to this usage, they may notify Therapyside via the email address listed in the purchase order.
6.4. Therapyside may create a "success case" regarding the services provided to the Client, always respecting its confidentiality obligations. Before publishing the "success case," Therapyside will contact the Client to allow for any corrections or adjustments the Client deems necessary.
7. CONFIDENTIALITY
7.1. All information exchanged between Therapyside and the Client during the course of this Agreement (including the prices mentioned in the purchase order) must be treated as confidential, regardless of its nature (technological, scientific, industrial, commercial, organizational, financial, etc.) and the form in which it was shared (oral, written, etc.).
7.2. Both during the term of this Agreement and after its termination, Therapyside and the Client agree to: (i) keep confidential information secret and only disclose it to employees or collaborators who need access to it for the execution of this Agreement; (ii) use confidential information solely within the context of this Agreement; and (iii) respond promptly to any requests to return or destroy confidential information from the disclosing party (except when retaining such information is necessary for legal reasons).
7.3. The obligation of confidentiality under this clause will not apply when confidential information must be disclosed: (a) due to legal requirements; (b) to comply with a judicial or administrative order; or (c) during an audit (provided that those involved in the audit commit to respecting the confidentiality obligations set out in this clause).
8. DATA PROTECTION
Personal data in the purchase order and other documentation
8.1. Personal data in the purchase order (such as names, ID numbers, etc.) and personal data in other documentation exchanged in connection with this Agreement (e.g., data on invoices) will be processed to maintain the commercial relationship between Therapyside and the Client. The legal basis for this processing is the execution of this Agreement. This data will be kept as long as the commercial relationship between Therapyside and the Client remains active or as long as necessary to comply with applicable legal obligations. Data will not be transferred to third parties unless there is a legal obligation to do so.
8.2. As far as applicable, rights of access, rectification, deletion, limitation of processing, data portability, opposition, and the right not to be subject to a decision based solely on automated processing may be exercised at the addresses listed by Therapyside and the Client in the purchase order.
8.3. Additionally, Therapyside provides the following email address for these purposes: help@therapyside.com.
8.4. Therapyside has also appointed a Data Protection Officer, who can be contacted at dpo@therapyside.com. If affected individuals believe their rights have been violated, they may file a complaint with the Spanish Data Protection Agency (www.aepd.es).
Personal Data of the Client’s Employees
8.5. If the Client requests that Therapyside conduct prior verification of the Client’s employees authorized to access Therapyside's services and if such verification requires the Client to provide personal data of its employees, Therapyside will process this data in accordance with the document titled "Data Protection Obligations and Responsibilities."
9. UNAUTHORISED USE OF THERAPYSIDE SERVICES
9.1. The Client must use the platform and other services provided by Therapyside exclusively for their intended purpose: to improve the emotional well-being of the Client's team.
9.2. In addition to complying with the obligations set forth in this Agreement and applicable laws, the Client agrees to:
a) Not reproduce, distribute, publicly communicate, or modify the materials provided by Therapyside, the platform, the Therapyside app, or its content. This means, among other things, that the Client must not allow third parties, other than its employees, to access these materials, the platform, the app, or its content, nor extract or reuse the information available therein by automated (e.g., screen scraping, bots, spiders) or manual means.
b) Not modify, replicate, reverse engineer, or decompile the code of the platform or app, except where expressly authorized by law.
c) Not use the platform, app, or other Therapyside services to extract information that could be used to offer a competing product or service (whether analog or digital).
10. RESPONSIBILITIES
10.1. Therapyside strives to provide the best possible service to organizations that rely on it. However, several factors (such as internet outages or failures in services provided by telecommunications operators) may affect the correct provision of Therapyside services. Therefore, Therapyside provides its services "as is" and "as available." This means that Therapyside will not be held responsible for, among other things: (i) errors in the information available on the platform or app; (ii) compatibility issues between the platform and the devices used by the Client's team members; (iii) third-party interference or viruses on the platform or app; (iv) links to third-party websites that may appear on the platform or app; (v) lack of accessibility or availability of the platform or app; or (vi) the suitability of the platform, app, or other Therapyside services (including Workshops) in meeting the Client's expectations.
10.2. Therapyside commits to ensuring that the professionals providing psychological services to the Client's employees comply with labor, tax, and registration obligations. Among other things, Therapyside will require therapists to provide proof that they hold and maintain the necessary licenses or permits throughout their relationship with the Client, as well as professional liability insurance to cover risks arising from their work. As therapists are subject to professional rules and codes that require independence and autonomy in their work, Therapyside is not responsible for the actions or omissions of therapists providing 1-to-1 sessions to the Client's employees. However, if the Client becomes aware (through one of its employees or otherwise) that a therapist may have violated applicable ethical rules or is not providing services adequately, the Client may report this to Therapyside via the email address listed in the purchase order. Additionally, Therapyside will provide the Client's employees with an email address through the platform to which they can direct complaints or suggestions about the therapists' services.
10.3. Therapyside will not be held responsible for indirect damages, loss of profits, loss of data, loss of information, loss of benefits, or any category of special damages caused to the Client or third parties. Therapyside's liability will, in any case, be limited to the amount the Client has paid Therapyside for services specified in the relevant purchase order. If applicable law does not permit the exclusion or limitation of Therapyside's liability under the terms of this clause, Therapyside's liability will be excluded and limited to the extent allowed by law.
10.4. The Client is responsible for the actions of its employees in relation to this Agreement. Among other things, the Client will be responsible for damages caused if they allow third parties access to Therapyside's materials, platform, or app.
11. ASSIGNMENT AND SUBSONTRACTING
11.1. The Client and Therapyside may assign the rights and obligations arising from this Agreement, provided they have the prior written authorization of the other party. Authorization is not required when the assignment is made to a company within the same group or to a third party that acquires all or a substantial part of the business.
11.2. The Client authorizes Therapyside to subcontract all or part of the services.
12. NOTIFICATIONS
12.1. To ensure smooth communication, Therapyside and the Client will communicate via email.
12.2. Emails will be considered valid if sent to the addresses indicated in the purchase order and will be considered received on the same day they are sent.
13. CHANGES TO THESE TERMS
13.1. Therapyside reserves the right to modify these terms at any time without prior notice. Therefore, Therapyside advises the Client to periodically review this document.
13.2. However, if the modifications increase the Client's obligations or limit the Client's rights, Therapyside will expressly notify the Client, and these modifications will not apply until the renewal of this Agreement (unless such modifications are necessary to comply with regulatory or technical requirements, in which case they may be applied immediately upon notification).
14. CHANGES TO THE THERAPYSIDE PLATFORM
14.1. Therapyside reserves the right to make improvements, replacements, or other modifications to any functionality or content of its platform at any time without prior notice.
15. JURISDICTION AND APPLICABLE LAW
15.1. This Agreement is governed by Spanish law.
15.2. To the extent permitted by law, any conflict related to this Agreement will be subject to the exclusive jurisdiction of the courts of Madrid.