neumind

SaaS Terms · v1.1 · March 2026

SaaS Terms and Conditions

Terms governing the use of the Neumind platform and services.

1. Interpretation

1.1 Definitions

The definitions and rules of interpretation in this clause apply in this Agreement:

"Agreement" means the Order Form, these Neumind SaaS Terms and Conditions, and includes any executed Change Order.

"App Data" means any data provided by a Patient User and/or a Caregiver User to Neumind through the Neumind App, including personal data.

"App Terms" means the terms which each user of the Neumind App will be required to accept in order to use it, available within the Neumind App.

"Applicable Data Protection Legislation" means all relevant current data protection and privacy laws in the United Kingdom.

"Authorised Users" means Client Professional Users, Patient Users and Caregiver Users, and any Third-Party Practitioners or care professionals as set out in the Order Form.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Caregiver User" means an individual permitted to access and use the Neumind App and/or any other Services by and on behalf of a Patient User, for example, a family member or support worker.

"Change Order" means a change order that is agreed between Neumind and the Client, the process is further detailed in clause 4.1.

"Client Data" means the data provided by the Client to Neumind which includes any Patient User or Caregiver User data provided directly by the Client to Neumind, including any App Data and any data inputted by the Client or an Authorised User through the Neumind Platform, and any Personal Data.

"Client Professional User" means an individual permitted to access and use the Services by and on behalf of the Client, including the Client's employees and/or subcontractors, but excluding any Third-Party Practitioners.

"Confidential Information" means all correspondence, conversations, information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one Party from the other or from a third party, including any information relating to a Party's operations, processes, plans, intentions, price lists, pricing structures, know-how, design rights, trade secrets, software, market opportunities, customers, business affairs, personal and family affairs, this Agreement or information which the Parties knew or ought reasonably to have known to be confidential (whether or not marked as confidential).

"De-Identified Data" means data that cannot reasonably be used to infer information about, or otherwise be linked to, a Data Subject or as that term is otherwise defined under the Applicable Data Protection Legislation.

"Derived Data" means any data (including Client Data and App Data) which has been combined or aggregated (wholly or in part) with other data or information or adapted and De-Identified.

"Effective Date" means the date this Agreement is signed by both Parties.

"Fees" means the fees stated in the Order Form (including the Service Fee and any Set-up Fee), and it also includes (i) any additional fees owed by the Client to Neumind if and when the Client increases the number of Authorised Users beyond the number stated in the Order Form and (ii) any additional fees agreed through a Change Order.

"Initial Subscription Term" has the meaning given in the Order Form.

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Neumind App" means any application developed by Neumind, including both source code and object code, as made available by Neumind to the Client from time to time.

"Neumind Platform" means any platform, or website address via which Neumind provides the Services to the Client.

"Order Form" means any order setting out the key commercial terms for the Services, including (a) a form signed by each party, (b) a purchase form completed and confirmed through Neumind's online billing system, or (c) any other form of written order accepted by Neumind. This includes any additional or subsequent order forms, unless otherwise stated, and each Order Form may specify different commercial terms.

"Patient User" means an individual permitted to access and use the Neumind App by the Client.

"Platform Terms" means the terms which each user of the Neumind Platform will be required to accept in order to use it, available on the Neumind Platform.

"Renewal Pricing" means the pricing and any additional terms and conditions which Neumind notifies in writing to the Client prior to the end of the Initial Subscription Term or any Renewal Term in accordance with clause 16.1.

"Renewal Term" has the meaning given in clause 16.1.

"Services" means all services Neumind offers to the Client under this Agreement, including Software, and any related Set-Up Services.

"Set-Up Services" means the Set-Up Services described in the Order Form, which might include onboarding, training and support to the Client and its Authorised Users.

"Software" means all software applications provided via the Neumind Platform or Neumind App as part of the Services.

"Subprocessor" means any person (including any third party) appointed by or on behalf of a Processor to process Personal Data in connection with the Services.

"Third-Party Practitioners" means external parties beyond the Client's control including without limitation, clinicians, therapists, counsellors, insurance providers, who are not Authorised Users except where there has been express written permission between Neumind and the Client. The Client may invite Third-Party Practitioners to use the Neumind App, subject to them accepting and agreeing to the App Terms, and/or the Platform, subject to them agreeing to the Platform Terms.

"Usage Data" means anonymised usage and statistical data derived from Authorised Users' use of the Services; it does not include Personal Data.

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Rules of interpretation

Section, clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.

1.4 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.

1.5 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.6 All Sections and schedules are hereby incorporated by reference into this Agreement.

1.7 In case of inconsistencies within the Agreement, the precedence order is: executed Change Orders per clause 4, the Order Form, Section 1 (Data Sharing Agreement), and these Neumind SaaS Terms and Conditions.

1.8 The parties may execute multiple Order Forms under this Agreement from time to time. Each Order Form may specify different commercial terms (including Fees, Subscription Capacity, or payment terms) for the relevant Services and shall be governed by and form part of this Agreement. In the event of conflict between any Order Form and these Terms and Conditions, the terms of the relevant Order Form shall prevail for those Services.

2. The Services

2.1 Subject to the Client paying the Fees and complying with the terms of this Agreement, Neumind shall use reasonable endeavours to provide the Services in accordance with this Agreement in all material respects.

2.2 Neumind shall use reasonable endeavours to meet any performance dates specified in this Agreement but any such dates shall be estimates only and Neumind shall not be in breach of this Agreement if it fails to perform on time.

2.3 Provided the Client pays the Fees for the Services and complies with this Agreement, Neumind grants the Client a non-exclusive, non-transferable right to permit: (a) Client Professional Users to access the Neumind Platform solely for the purposes of fulfilling their work for the Client and in support of their work with Patient Users; (b) Caregiver Users and Patient Users may access the Neumind App (subject to agreeing to the App Terms) for the sole purpose of participating in the rehabilitation or care program funded or arranged by the Client.

2.4 The rights granted in clause 2.1 are subject to the following conditions:

the Client shall inform Client Professional Users of their obligations under this Agreement and ensure their actions comply with its terms, particularly regarding intellectual property and confidentiality;
the Client shall ensure each Client Professional User adheres to the provisions of this Agreement and specifically the obligations outlined in clause 3.1 regarding Client Professional Users;
the Client remains fully liable for the actions and omissions of Client Professional Users as though they were the Client's own;
the Client is responsible for immediately terminating or suspending a Client Professional User's access to the Services upon the end, expiry, or termination of their use, or at Neumind's request.

2.5 The Client shall fully indemnify Neumind against all liabilities, costs, expenses, damages, and losses, including but not limited to direct, indirect, or consequential losses, loss of profit, loss of opportunity, loss of reputation, loss of goodwill, interest, penalties, legal costs (on a full indemnity basis), and other professional costs, arising from or related to the acts or omissions of the Client, its employees, or its agents acting under its direct instruction. Where the Client acts solely as a funder and does not appoint, direct, or manage any Authorised Users, the Client's indemnity obligations shall not extend to the acts or omissions of Authorised Users (including Patient Users, Caregiver Users, or Third-Party Practitioners) not under the Client's direct control.

3. Restrictions

3.1 In relation to the use of the Services, the Client undertakes that:

the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number that has been agreed with Neumind in the Order Form (the Client may request to add additional Authorised Users through the process set out in clause 4.1);
the Client will ensure that each Client Professional User understands that its access to the Services is contingent upon the Client Professional User satisfying any authentication mechanisms which Neumind implements to safeguard the Services. The Client will ensure that Client Users keep their authentication credentials confidential and do not share them with unauthorised individuals. Neumind may temporarily suspend access to the Client User's account and take further action to ensure system integrity in the event of repeated unsuccessful login attempts;
it shall provide a list of Authorised Users to Neumind within 5 Business Days of Neumind's written request;
it shall permit Neumind or Neumind's designated auditor to audit the Services in relation to the Client and any Client Professional User (for which the Client shall ensure appropriate access), in order to audit compliance with this Agreement. Each such audit may be conducted no more than once per year, at Neumind's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client's or any Client Professional User's normal conduct of business;
if audits referred to in clause 3.1(d) find that: (i) a non-Authorised User accessed the Services, Neumind may immediately revoke such account access, respecting its other rights; or (ii) the Client underpaid Fees, the Client must pay the shortfall based on the pricing set out in the Order Form or as agreed with Neumind, within 10 Business Days of the audit;
the Client will not, and will ensure that all Authorised Users will not, use the Services to access, store, distribute, or transmit any Viruses or material that is:

illegal, harmful, defamatory, obscene, infringing on rights, harassing, or discriminatory;
promotes illegal activities, violence, or sexually explicit content;
discriminates based on race, gender, colour, religion, sexual orientation, or disability; or
could cause damage or injury to persons or property.

Neumind reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's and any Authorised User's access to any material that breaches the provisions of this clause.

3.2 In connection with the Services, the Client will not, and will ensure that all Authorised Users will not, and will not allow any person or entity (whether with or without consideration) to:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (ii) sublicense, transfer and/or assign the Services or any element of such to any third party, whether with or without consideration; (iii) render any services to third parties using the Services; (iv) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Services; (v) attempt to de-compile, reverse compile, disassemble, reverse engineer, or attempt to derive the architecture or design, or any source code or otherwise reduce to human-perceivable form all or any part of the Services; (vi) except as expressly permitted herein, allow any third parties to use the Services; (vii) make any copies of the Services or any part thereof;
access all or any part of the Services to build a product or service which competes with the Services;
except as expressly permitted herein, use the Services to provide services to third parties;
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or do or permit to be done any act or thing which will or may jeopardise the right, title or interest of Neumind in the Services;
attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Agreement; or
introduce or permit the introduction of any Virus into Neumind's network and information systems.

3.3 The Client shall and will ensure that all Authorised Users shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Neumind.

4. Changes to the Services

4.1 If the Client adds additional Authorised Users beyond the number agreed in the applicable Order Form, the Client shall be responsible for the corresponding Fees (per-user or otherwise) as stated in the relevant Order Form or as otherwise agreed. Neumind will invoice the Client for these additional Authorised Users on a monthly basis, unless otherwise agreed with the Client, and the Client agrees to pay these additional Fees. Neumind may from time to time request the Client to confirm the current number of Authorised Users to ensure accurate billing.

4.2 If the Client wishes to reduce the number of Authorised Users, it must notify Neumind of this in writing (providing at least 30 days' prior notice) and such changes will only take effect at the start of the first or next Renewal Term.

4.3 If the Client wishes to make any other changes to the Services, the Client shall notify Neumind in writing. Neumind shall evaluate such request and respond to the Client with approval or rejection of the request and any applicable additional fees payable. If a change is agreed, the specifics of the changes, any applicable timelines, and any additional Fees payable will be confirmed in writing and signed by both parties (a "Change Order").

5. Availability of the Services

5.1 Neumind shall, during the Initial Subscription Term and any subsequent Renewal Term, provide the Services to the Client on and subject to the terms of this Agreement.

5.2 Neumind shall use commercially reasonable endeavours to make the Services available, except for: (a) planned maintenance carried out during the maintenance window of 9.00 pm to 7.00 am in the UK; (b) unscheduled maintenance performed by Neumind, where Neumind will use reasonable endeavours to provide the Client advanced notice of the unscheduled maintenance; and (c) unscheduled maintenance performed by one of Neumind's suppliers beyond its reasonable control (by way of example only, a cloud services provider carrying out unscheduled maintenance).

6. Client Data

6.1 As between the Client and Neumind, the Client shall retain all rights, titles and interests in all of the Client Data that is not Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

6.2 In the event of any loss or damage to Client Data, the Client's sole and exclusive remedy against Neumind shall be for Neumind to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up maintained by Neumind. Neumind shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except those third parties sub-contracted by Neumind to perform services related to Data maintenance and back-up for which it shall remain liable).

6.3 Neumind shall, in providing the Services, comply with its privacy notice relating to the privacy and security of the Client Data, as such document may be amended from time to time by Neumind in its sole discretion.

6.4 Both parties will comply with all applicable requirements of the Applicable Data Protection Legislation and the requirements set out in the Data Processing Agreement. The Data Processing Agreement is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Applicable Data Protection Legislation.

6.5 The Client hereby grants to Neumind a royalty-free, non-exclusive licence to use, copy and modify (i) any Client Data on an anonymised and De-Identified basis for any purpose whatsoever and (ii) App Data for the provision of the Services.

6.6 Neumind shall own all rights, titles, and interests in Usage Data.

7. Third-Party Providers

The Client acknowledges that the Services may (i) enable or assist the Client or any Authorised User to access the website content of and correspond with, or (ii) depend upon, third-party websites, platforms, inputs and software, and that in each case the Client and each Authorised User does so solely at its own risk. Neumind makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, correspondence with, or failure of, any such third-party website, platform, input and software, or any transactions completed, and any contract entered into by the Client or any Authorised User, with any such third-party. Any contract entered into and any transaction completed via any third-party website is between the Client or an Authorised User and the relevant third-party, and not Neumind. Neumind recommends that the Client or the Authorised User refers to the third-party's website terms and conditions and privacy policy prior to using the relevant third-party website. Neumind does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8. Neumind's Obligations

8.1 Neumind will perform the Services with reasonable skill and care.

8.2 Neumind will offer and provide training to the Client and the Client Authorised Users to support their use of the Services, as reasonably requested by the Client from time to time.

8.3 Clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Neumind's instructions; or modification or alteration of the Services by any party other than Neumind or Neumind's duly authorised contractors or agents. If the Services do not conform with clause 8.1, Neumind will, at its expense, use reasonable commercial endeavours to, at its discretion (a) correct any such non-conformance promptly, or (b) provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of clause 8.1. Notwithstanding the foregoing and any other provision of this Agreement, Neumind:

does not warrant that the use of the Services will be uninterrupted or error-free;
does not warrant that the Services and/or the information obtained by the Client or any Authorised User through such will meet the Client's or any Authorised User's requirements;
is not responsible or liable for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
is not responsible or liable for any non-conformance of the Services which is caused by a failure of the Client or any Authorised User, or a material change to, or failure of, the Client's systems, an Authorised User's systems or a third-party's systems or platform.

8.4 This Agreement shall not prevent Neumind 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 this Agreement.

8.5 Neumind warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

9. Client's Obligations

9.1 The Client shall (and shall ensure that each Authorised User shall):

in a timely and efficient manner, provide Neumind with: (i) all necessary co-operation in relation to this Agreement; and (ii) all necessary access to such information, software, hardware or premises as may be required by Neumind; in order to provide the Services, including but not limited to Client Data, security access information and configuration services;
without affecting its other obligations under this Agreement, comply with all applicable laws (including anti-corruption and anti-bribery laws) and regulations;
carry out all Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Neumind may adjust any agreed timetable or delivery schedule as reasonably necessary;
ensure that the Authorised Users use the Services in accordance with this Agreement and be responsible for any Client Professional User's breach of this Agreement;
ensure that the Authorised Users are provided with and agree to any Neumind terms and conditions (including, without limitation, the App Terms) and Client Data being held in accordance with Neumind's privacy policy;
obtain and shall maintain all necessary licences, consents (including, but not limited to, the consent (if required) of the Authorised Users), permissions and access necessary for Neumind, its contractors and agents to perform their obligations under this Agreement;
ensure that its network and systems comply with the relevant specifications provided by Neumind from time to time;
be solely responsible for ensuring that the Services are fit for the Client's or an Authorised User's purpose and meet the needs of the Client or an Authorised User; and be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for (A) procuring, maintaining and securing its network connections and telecommunications links from its systems to Neumind's data centres, (B) maintaining adequate security protection on any remote connection as well as its systems, devices and hardware that directly or indirectly connect to the Services, (C) correctly installing and maintaining (in good working order) any hardware, software, or other equipment necessary or desirable to receive the benefit of the Services and (D) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's or any Client Professional User's network connections or telecommunications links or caused by the internet. The Client acknowledges and agrees that each Patient User and/or Caregiver User is responsible for its own compliance with this clause and that Neumind has no liability in relation to it.

9.2 If Neumind's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, any Authorised User, or their agents, contractors, consultants or employees, then without prejudice to any other right or remedy it may have, Neumind shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client, any Authorised User, or their agents, contractors, consultants or employees, and Neumind shall: (i) not be liable for any costs, charges or losses sustained or incurred by the Client, any Authorised User, or their agents, contractors, consultants or employees that arise directly or indirectly from such prevention or delay; (ii) be entitled to payment of the Fees despite any such prevention or delay; and (iii) be entitled to recover any additional costs, charges or losses Neumind sustains or incurs that arise directly or indirectly from such prevention or delay.

9.3 The Client will make no statements or representations about the Service to Patient Users or Caregiver Users other than sharing written marketing materials provided to it by Neumind.

10. Charges and Payment

10.1 The Client shall pay the Fees in accordance with this clause 10.

10.2 Unless otherwise stated in the Order Form, the Client shall pay the Fees monthly in advance within 30 days of receiving Neumind's invoice. Any additional Patient Users beyond the number stated in the Order Form will be charged at the agreed per-user rate in accordance with the process set out in clause 4.1.

10.3 If Neumind has not received payment on the due date, and without prejudice to any other rights and remedies of Neumind:

the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgement. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
Neumind may, without liability to the Client, disable the Client's and any Authorised User's access to all or part of the Services, and Neumind shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid.

10.4 All amounts and Fees stated or referred to in this Agreement:

are exclusive of VAT unless explicitly stated in the Order Form, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;
shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law); and
are non-refundable.

10.5 Neumind shall be entitled to increase the Fees on an annual basis upon giving the Client at least 30 days' written notice, provided that any such increase is reasonable to reflect the ongoing costs of providing the Services and the current economic climate.

11. Proprietary Rights

11.1 The Client acknowledges and agrees that Neumind and/or its licensors own all Intellectual Property Rights in the Services and will retain all rights, title and interest in and to such. Except as expressly stated herein, this Agreement does not grant the Client or any Authorised User any rights, title or interest in or to any Intellectual Property Rights or any other rights or licences in respect of the Services.

11.2 The Client acknowledges and agrees that all related concepts, technical know-how and all modifications, customisations, revisions, fixes, enhancements, improvements, amendments and additions and derivative works (including as a result of the Client's or any Authorised User's input or feedback or requested changes to the Services) to the Services (collectively, the "Derivative Works"), and all Intellectual Property Rights therein, shall be owned by Neumind, and Neumind shall retain all rights, title to and ownership in them. Nothing in the Agreement grants the Client any rights to, under or in, any Intellectual Property Rights in respect of the Derivative Works.

11.3 To the extent it shall be determined that the Client or any Authorised User has any right in connection with the Services, the Client hereby irrevocably (and shall ensure that each Authorised User irrevocably): (i) assigns to Neumind, whenever and in perpetuity, including by way of present assignment of future rights, any right, title and interest, whether now existing or later arising, that the Client or any Authorised User may have in or to the Services, any Derivative Works and/or related Intellectual Property Rights; and (ii) agrees to take any lawful action, which Neumind reasonably requests to vest or protect Neumind's right, title and interest in the Services and any Derivative Works (at the Client's sole cost).

11.4 The Client shall indemnify Neumind in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of opportunity, loss of reputation, loss of goodwill 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 Neumind arising out of, or in connection with any actual or alleged infringement or potential infringement by the Client, any Authorised User or any of their personnel, employees, officers, agents, contractors and representatives of Neumind's Intellectual Property Rights in the Services.

12. Confidentiality

12.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 12.2(a).

12.2 Each party may disclose the other party's confidential information: (a) to its employees, officers, directors, representatives, contractors, subcontractors or advisors who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 12; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

12.4 This clause shall survive termination or expiry of this Agreement.

13. Marketing

Neumind shall have the right to use the Client's name and logo in accordance with Client's brand guidelines (a) in a list of Neumind's customers in any medium, or in any link to the Client's website (where Client has agreed that Neumind can link to the Client's website), and (b) in any medium for promotional, marketing and financial reporting purposes, including but not limited to promotional brochures, video tape, internet website, press releases, advertising in newspapers and/or other materials. Where the Client is a fundholder (such as a solicitor or insurer), Neumind will seek the Client's written consent before using their name or logo for promotional purposes.

14. Indemnity

14.1 The Client shall defend, indemnify and hold harmless Neumind against claims, actions, proceedings, losses, damages, expenses and costs (including any direct, indirect or consequential losses, loss of profit, loss of opportunity, loss of reputation, loss of goodwill and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) arising out of or in connection with the Client's and each Client Professional User's use of the Services, provided that: (a) the Client is given prompt notice of any such claim; (b) Neumind provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and (c) the Client is given sole authority to defend or settle the claim.

14.2 Subject to clause 15.4, Neumind shall defend, indemnify and hold harmless the Client against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services infringe any third party Intellectual Property Rights, provided that: (a) Neumind is given prompt notice of any such claim; (b) the Client provides reasonable co-operation to Neumind in the defence and settlement of such claim, at Neumind's expense; and (c) Neumind is given sole authority to defend or settle the claim.

14.3 In the defence or settlement of any claim, Neumind may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

14.4 In no event shall Neumind, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on: (a) a modification of the Services by anyone other than Neumind; or (b) the Client's or any Authorised User's use of the Services in a manner contrary to the instructions given to the Client or any Authorised User by Neumind; or (c) the Client's or any Authorised User's use of the Services after notice of the alleged or actual infringement from Neumind or any appropriate authority.

14.5 The foregoing states the Client's sole and exclusive rights and remedies, and Neumind's (including Neumind's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any Intellectual Property Right.

15. Limitation of Liability

15.1 Except as expressly and specifically provided in this Agreement:

the Client assumes sole responsibility for the configuration of the Services. Neumind shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Neumind by the Client or any Authorised User in connection with the Services, or any actions taken by Neumind at the Client's or any Authorised User's direction;
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 this Agreement;
the Services are provided on an "as is" basis; and
the Client assumes sole responsibility for the Authorised Users, and Neumind shall have no liability in respect thereof.

15.2 Neumind assumes no responsibility for and shall have no liability whatsoever to any Authorised User or any other third parties and the Client shall indemnify and hold harmless Neumind against any actions, claims or proceedings brought by any Authorised User or any third party who uses in any way or is in receipt of (whether directly or indirectly) the Services.

15.3 Nothing in this Agreement excludes the liability of a Party for death or personal injury caused by that Party's negligence, or for fraud or fraudulent misrepresentation, or the Client's duty to pay Fees when due and payable.

15.4 Nothing in this Agreement limits the liability of the Client under any indemnity granted by it under this Agreement.

15.5 Subject to clauses 15.1, 15.2, 15.3 and 15.4, each Party's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid or payable by the Client to Neumind under the applicable Order Form to which the loss relates during the 12 months immediately preceding the date on which the claim arose.

15.6 Subject to clauses 15.1, 15.2, 15.3 and 15.4, and unless expressly stated otherwise in the Agreement, the Parties shall not be liable for the following types of losses: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g) indirect or consequential loss.

16. Term and Termination

16.1 This Agreement shall commence on the Effective Date and, unless otherwise stated in the Order Form or terminated earlier in accordance with this clause, shall continue until the end of the Initial Subscription Term. Thereafter, it shall automatically renew for successive 12-month periods (each a "Renewal Term") at the Renewal Pricing, unless either Party gives the other no less than 30 days' prior written notice before the end of the Initial Subscription Term or the then-current Renewal Term (as applicable). Neumind will send notice of the Renewal Pricing to the Client at least 6 weeks prior to the next renewal date.

16.2 Either Party may terminate this Agreement immediately on written notice to the other if the other Party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within 30 days after being notified in writing to do so.

16.3 Either Party may terminate this Agreement immediately on written notice if the other Party:

becomes insolvent, is unable to pay its debts when due, or admits inability to pay its debts;
enters into any composition or arrangement with its creditors (other than for the sole purpose of a solvent amalgamation or reconstruction);
has a liquidator, receiver, administrative receiver, manager, trustee or similar officer appointed in respect of all or any part of its business or assets;
ceases or threatens to cease business; or
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 16.3(a) to 16.3(c).

16.4 Neumind may terminate or suspend this Agreement immediately on written notice if the Client fails to pay any undisputed amount due under this Agreement and remains in default for 5 days after being notified in writing to make such payment.

16.5 Neumind may suspend, cancel or terminate any Authorised User's or Third-Party Practitioner's access to the Neumind App and/or Neumind Platform if such Authorised User or Third-Party Practitioner is in breach of the terms of this Agreement (Authorised Users only), the App Terms and/or the Platform Terms (where applicable) or any other terms and conditions which apply to the Neumind Platform. If Neumind does this, it will notify the Client of the suspension, cancellation or termination in writing.

16.6 On termination or expiry of this Agreement for any reason:

all licences granted under this Agreement shall immediately terminate;
Neumind may issue invoices for any Fees outstanding but which have not yet been invoiced;
the Client shall pay all outstanding sums owed to Neumind; and
each Party shall, subject to any data retention obligations, destroy or return any property or data of the other Party as set out in this Agreement.

16.7 Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination shall not be affected. Any provision intended to survive termination (including confidentiality, liability, and indemnification obligations) shall remain in full force and effect.

17. Miscellaneous

17.1 Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control.

17.2 Variation

No variation or amendment of this Agreement shall be effective unless agreed in writing and signed by the Parties.

17.3 Waiver

A waiver of any right or remedy is only valid if given in writing and shall not be deemed a waiver of any future breach or default.

17.4 Rights & Remedies

Except as expressly stated, the rights and remedies provided in this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations relating to its subject matter. Neither Party has relied on any representation or warranty not set out herein.

17.6 Severance

If any provision of the Agreement is found invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary. The rest of the Agreement remains in full force and effect.

17.7 No Partnership or Agency

Nothing in this Agreement constitutes a partnership, joint venture, or agency relationship between the Parties.

17.8 Third-Party Rights

No person other than the Parties has any right to enforce any term of this Agreement.

17.9 Assignment

The Client must not assign or transfer any rights under this Agreement without Neumind's written consent. Neumind may assign or transfer its rights under the Agreement at any time. Neumind may subcontract its rights or obligations, provided it remains responsible for the actions and inactions of the subcontractors.

17.10 Notices

All notices must be in writing and delivered by prepaid post, or email, to the addresses specified in the Order Form. Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the registered office address; (b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. Business hours means 9.00 am to 5.00 pm Monday to Friday on a Business Day in the Client's timezone. These notice provisions do not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.11 Non-Solicitation

The Client shall not solicit or entice away any employee or consultant of Neumind involved in delivering the Services for the term of the Agreement and for the 12-month period following termination of this Agreement, without Neumind's prior written consent.

17.12 Counterparts

This Agreement may be executed in any number of counterparts, which together shall form one instrument.

17.13 Governing Law & Jurisdiction

This Agreement is governed by the laws of England and Wales. Each Party submits to the exclusive jurisdiction of the courts of England and Wales.

S1. Data Processing Agreement

Where Neumind processes personal data on behalf of the Client as Data Processor, the terms of the Data Processing Agreement apply and form part of this Agreement.

The DPA applies to Clients who are service providers (such as therapy services and clinics). It does not apply to Clients acting as fundholders (such as solicitors and insurers), nor does it relate to patients, friends or family members directly.