SAMTEN LIMITED – TERMS AND CONDITIONS

1.              About these terms and conditions

1.1           These terms and conditions relate to the mobile software application known as ‘Samten’, available through third party application stores including the Apple App Store, the Android Play Store, Amazon, etc. (the “App”), the website at www.samten.co and any related subdomain, web page or website (the “Website”) and any other products, services and features of or related to the App and the Website from time to time, together the “Products”.

1.2           By accessing or using the Products you are agreeing to comply with and be bound by these terms and conditions of use and any documents referred to in them, including (without limitation) our Privacy Policy available at [www.samten.co/privacy  (“Privacy Policy”). Such terms, conditions and documents govern our relationship with you in respect of the Products. If you do not agree with or accept any of these terms, you should stop using the Products immediately.

1.3           We reserve the right to change these terms and conditions from time to time in accordance with clause 18 below.

1.4           The terms “Samten” or “us” or “we” refer to Samten Limited, the owner or licensor (as applicable) of the Products and the information available through it. We are a company registered in England and Wales under company number 10546784 whose registered office is at The Exchange Fiveways, Temple Street, Llandrindod Wells, United Kingdom, LD1 5HG, UK. The term “you” refers to the individual wishing to use the Products.

2.              SUMMARY OF YOUR KEY RIGHTS IF YOU ARE A CONSUMER

2.1           If you are a consumer you have certain rights under applicable consumer protection laws, including:

2.1.1            the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (“CCRs”), which state that in most cases you can cancel your contract with us within 14 days for any reason and get a full refund, however if you ask us to provide services to you within this time then you may be charged for what you have used;

2.1.2            under the CCRs we must also give you certain key information in a clear and understandable way before a legally binding contract between you and us is made (and we have set out this information in the Products and/or in these terms and conditions, as appropriate); and

2.1.3            the Consumer Rights Act 2015, for example we must provide services to you with reasonable care and skill, and any digital content provided must be as described, fit for purpose and of satisfactory quality. We must provide you with services that comply with your legal rights.

2.2           This is just a summary of some of your key rights, for detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 03454 04 05 06. The information in this summary is not intended to replace the terms below which you should read carefully.

3.              ACCOUNT AND PASSWORD

3.1           In order to use the Products, or certain parts of them, you may need to create an account in or for the Products (an “Account”) and manage associated passwords and login details as part of our security procedures (“Account Information”).

3.2           You agree that you are solely responsible for keeping your Account Information confidential. You must not disclose your Account Information to any third party. If you know or suspect that anyone other than you knows your Account Information you must promptly notify us.

3.3           We may also give you the option to log into our Products using third party sign-in services such as Facebook Connect. This service will authenticate your identity, provide you the option to share certain personal information (such as your name and email address) with us, and to pre-populate our sign-up form.

4.             USING THE PRODUCT AND RESTRICTIONS ON USE

4.1           Subject to your compliance with the terms and conditions set out here (and any documents referred to here), we grant to you a non-transferable, non-exclusive licence to use the Products in accordance with these terms and conditions. Use of the Products in any other way, including in contravention of any restriction on use set out in these terms and conditions, is not permitted. If you do not agree with the applicable terms you may not use the Products.

4.2           The Products have been prepared, and are intended for use, in accordance with the laws of England and Wales. If you access the Products from locations outside of England and Wales you are responsible for compliance with local laws where they are applicable.

4.3           As a condition of your use of the Products, you agree:

4.3.1            not to use the Products to carry out or promote any activity that is unlawful in any way under any applicable law; and

4.3.2            not to use the Products for any purpose that is prohibited by these terms and conditions.

4.4           We may prevent or suspend your access to the Products, including by disabling your Account, if if in our reasonable opinion you have failed to comply with any part of these terms and conditions (including any payment obligations), any terms or policies to which they refer, or any applicable law.

5.            USE OF PRODUCTS BY MINORS

5.1           You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may use the Products only with the involvement and consent of a parent or legal guardian, under such person's account and otherwise subject to these terms and conditions.

6.              PURCHASES THROUGH THE PRODUCTS

6.1           The services we offer through the Products, together with the prices for these, are set out in the Products. These services may change from time to time so please check the Products to make sure you are aware of the services on offer.

6.2           You can request to purchase services from us through your Account. You will be asked to confirm that you accept our terms and conditions when you request services from us] .

6.3           If we agree to provide you with the requested services we will confirm this to you, either through the Products or by email. At this point a legally binding contract will be in place between you and us. It is therefore your responsibility to make sure that the details you submit to us are correct.

6.4           We reserve the right, at our discretion, not to provide services to you. This may be due to technical constraints, because you have been banned by us from using the Products or our services, or for any other reason. If we do not agree to provide services to you then no legally binding contract will exist between us, we will not be obliged to provide services to you and you will not be obliged to pay us.

6.5           If there were any mistakes in the information you provided to us these can be corrected through your Account. If you have difficulty correcting your information please get in touch with us using the contact details below.

7.             FEES AND PAYMENT

7.1           The fees for our services are charged and payable in advance according to your applicable subscription plan. The amount of our subscription fees and the ways you can pay these are set out in the Products. It is your responsibility to ensure that you have provided us with complete and accurate billing information for paying the subscription fees.

7.2           Our fees are in pounds sterling (£)(GBP) and are inclusive of VAT, sales or other taxes that may apply from time to time.

7.3           You will be charged once a legally binding contract comes into existence between us (see clause 5 above).

7.4           The level of our fees may vary from time to time. Please ensure you check the applicable fees in the Products when making a purchase. Changes to your Account could also result in changes to the amount of fees that you need to pay. Any changes will take effect in the next billing period.

7.5           We will do all that we reasonably can to ensure that all of the information you give us when paying for services is secure. However, in the absence of negligence on our part, we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.

7.6           We shall be under no obligation to provide the service to you if you fail to pay the subscription fees to us on time. If you fail to pay our fees then we will have the right to disable your Account and restrict your access to the Products and the services available through them. We will have no liability to you for any loss or damage arising as a result of any action we take under this clause 6 following your failure to pay our fees.

7.7           We may, in our discretion, offer limited free access to the Products or certain materials available through the Products from time to time (each a “Free Trial”). We will not charge for use of the services during a Free Trial. Unless we state otherwise in writing you are only entitled to benefit from each Free Trial once. If you request a Free Trial more than once we will be entitled to charge you, and you will be liable to pay, applicable subscription fees for all use of the Service that occurred outside of the first Free Trial period.

8.             PROVISION OF SERVICES AND CANCELLATION/TERMINATION BY YOU

8.1           Subject to your cancellation rights (for which see below), we provide our services on a subscription basis. The relevant subscription periods are set out in the Products and may be rolling contracts (i.e. contracts which automatically renew after a fixed period) or fixed-term contracts.

8.2           When we agree to provide services to you we will do so for the applicable subscription period, subject to the following:

8.2.1            you may cancel the services at any time by sending us a cancellation request through the Products or contacting us by email . If so your access to those services through the Products will cease and no further fees will be billed from you unless we confirm otherwise in writing (including email). In accordance with your statutory rights, you may be due a refund depending on whether you cancel your contract with us within 14 days of it starting. For further information about your statutory right to cancel see clause 8 below;

8.2.2            you may terminate your contract for services with us under clauses 13 or 19 below; and

8.2.3            you may terminate your contract for services with us immediately at any time by giving us notice in writing if we commit a severe breach of any of our obligations under these terms and conditions and, if that breach is capable of remedy, we have failed to remedy that breach within 10 days after receiving written notice from you requiring us to remedy that breach (which may be given through the Products or by email).

8.3           If you have ordered services under a rolling contract we will continue to provide services to you for the applicable subscription period until you terminate your contract with us under clause 7.2.

8.4           If you have ordered services under a fixed-term contract then your contract with us will automatically end at the end of the applicable subscription period and we will stop providing the services to you at that time. We will contact you before the end of the applicable subscription period to notify you that your contract with us will shortly end.  If you wish to renew a fixed-term contract you should let us know before the end of the applicable subscription period so we can process your renewal and avoid gaps in service provision.

8.5           If this contract is ends or is terminated this will not affect our right to receive any money which you owe to us under this contract.

9.            YOUR RIGHT TO CANCEL

9.1           You have a statutory right to cancel your contract for services with us up to 14 calendar days after the start of it (i.e. the date we accept your application and start providing services to you) without giving any reason. You can do so through the Products or by contacting us by email. If you do so you will be entitled to a full refund of any fees you have paid to us, except where we are allowed to keep such payments in accordance with these terms and conditions (for example under clause 8.3below). Refunds will be made without undue delay using the same means of payment as those used by you for the initial transaction.

9.2           Your right to cancel and receive a refund in accordance with clause 8.1 above expires after 14 days. You may still cancel your subscription after this time but you will not be entitled to a refund unless we agree otherwise in writing (including email).

9.3           Under applicable law, we may not supply the Services to you until the 14–day cancellation period is over unless you have asked us to do so. You agree that if you access the Site and use the Services within the 14–day cancellation period you have duly authorised us, for the purposes of applicable law, to provide Services to you during this period. In this situation you still have a right to change your mind and cancel the contract during the 14–day cancellation period, however we will be entitled to charge you for the cost of Services provided up to the time you closed your Account.

The amount we charge you will be in proportion to our then current subscription fee .

10.         TERMINATION BY US

10.1         We may terminate your contract for services with us immediately at any time by giving you notice in writing (including email) if you commit a severe breach of any of your obligations under these terms and conditions (or any documents referred to herein) and, if that breach is capable of remedy, you have failed to remedy that breach within 14 days after receiving written notice (including by email) from us requiring you to remedy that breach.

10.2         If you are a business, we may also terminate your contract for services with us immediately if you are subject to an insolvency event, meaning an event where you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986) or become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally or any analogous event occurs in any applicable jurisdiction.

10.3         If we terminate your contract for services with us under this clause 9 your right to access the Products and the services available through it under these terms and conditions shall terminate immediately.

11.          WARRANTIES

11.1         If you are a consumer, you have rights under consumer protection laws (including but not limited to the Consumer Rights Act 2015). For example we must provide services to you with reasonable care and skill, and any digital content provided must be as described, fit for purpose and of satisfactory quality. We must provide you with services that comply with your legal rights.

11.2         Notwithstanding clause 10.1, you acknowledge and agree that: we are not and cannot be aware of the extent of any potential losses (of whatever nature) resulting from any failure by us to carry out our obligations under these terms and conditions;your use of the Products is dependent on the reliability of the internet and your use of your own device to access the Products; the services available through the Products have not been prepared to meet your individual requirements and that they cannot be tested in every operating environment so as to produce software or content which is error free or operates without interruption; and it is your responsibility to ensure the facilities and functions of the Products meet your requirements.

11.3         We do not warrant or represent that the Products or the services available through them shall be uninterrupted or error free, entirely secure, virus free, or interoperable with third party software or equipment.

11.4         Save to the extent that any exclusion is prohibited or restricted by law (including applicable consumer protection laws), no other representations, warranties or conditions, whether express or implied, beyond those set out in these terms and conditions are given or assumed by us in respect of the Products or the services available through them. Any such representations, warranties or conditions are hereby excluded. This does not affect your statutory rights.

11.5         Any warranties we do give are subject to you using the Products and the services in compliance with these terms and conditions (and any documents referred to herein), and we shall not be liable under for, or required to remedy, any problem arising from any defect or error wholly caused by:

11.5.1         any use by you which is contrary to these terms and conditions (or any documents referred to herein); or

11.5.2         any third party software or equipment used in connection with the Products.

12.          AVAILABILITY OF THE PRODUCTS

12.1         You are responsible for making all arrangements necessary for you to have access to the Products, including checking the compatibility of the Products with the device you are using to access them.

12.2         We reserve the right to update, suspend, withdraw, discontinue or change all or any part of the Products at any time as we see fit and without notice. While we try to make sure that the Products are up-to-date, available and free from bugs, we cannot promise that they will be. Further, we do not promise that the Products will be available at all times nor do we promise the uninterrupted use by you of the Products. In particular, we may suspend the Products from time to time to carry out maintenance and support work, and to investigate any unauthorised use in accordance with these terms and conditions. If you have any difficulties using the Products, please contact us.

12.3         We will not be liable to you if for any reason the Products are unavailable at any time or for any period.

13.           SUBMISSION, SECURITY AND OWNERSHIP OF INFORMATION

13.1         You are solely responsible for, and shall have sole liability for, the accuracy and reliability of any information submitted to or through the Products by you, and you warrant that any information you submit to or through the Products:

13.1.1         is clear and accurate in all material respects and is not misleading; and

13.1.2         is lawfully submitted and does not breach our terms and conditions or any applicable laws.

13.2         We will not be responsible, or liable to any third party, for the content or accuracy of any information submitted to or available through the Products that is made available by you.

13.3         While we try to make sure that the Products are secure, we cannot guarantee the security of any information that you supply to us and therefore we cannot guarantee that it will be kept confidential. For that reason, you should not let us have any information that you regard as confidential, commercially sensitive or valuable.

13.4         You retain ownership of any data entered into or uploaded to the Products by you (“your Data”) and all rights therein. Nothing in these terms and conditions grants us, or transfers to us, any legal rights in your Data other than as necessary for us to process your Data in accordance with these terms and conditions (and any documents referred to in them, including our Privacy Policy) and/or any other contracts we have entered into from time to time regarding your use of the Products. Subject to clause 12.5 below, we will only use your Data in accordance with such terms, conditions, documents and contracts.

13.5         We reserve the right to disclose your Data to law enforcement officials and/or HMRC in the investigation of fraud or other alleged unlawful activities.

14.          EVENTS BEYOND OUR CONTROL

14.1         Provision of the Products and the services available through them might be affected by events beyond our reasonable control, including (but not limited to) breakdown of systems or network access; strikes, lock-outs or other industrial disputes; or flood, fire, explosion, accident or natural disaster. If so, there might be a delay before we can resume provision of the Products or the services available through them.

14.2         We will make reasonable efforts to limit the effect of any of these events and will do our best to keep you informed of the circumstances so we can resume provision as soon as these events have been rectified.

14.3         Notwithstanding the above clauses, we shall have no liability to you for any breach of these terms and conditions caused by any event or circumstance beyond our reasonable control. However, if such an event or circumstance prevents us from providing services through the Products that you have paid for, and such event or circumstance lasts for a continuous period of more than thirty (30) days, you may cancel your contract for services with us by contacting us through the Products or otherwise in writing.

15.           DISCLAIMER AND LIMITATION OF OUR LIABILITY

15.1         This section restricts the extent to which we are liable for any losses which may be suffered by you in connection with your use of the Products.

15.2         The Products and all information, content, materials and services included in or otherwise made available to you through the Products are provided on an "as is" and "as available" basis. The Products and any training, advice, recommendations, guidance or commentary available on or through them do not, and are not intended to, constitute (a) medical advice or treatment for mental health conditions or any other condition or (b) any other type of advice whether technical, financial or legal.

15.3         If you are receiving counselling, psychotherapy or seeing a psychiatrist for an ongoing mental health problem, then it may be helpful to seek the approval of your mental health therapist before using the Products or proceeding with any training available through them. If you are taking medication for a mental health problem, then we recommend that you do not change your medication, but instead work with your health professional who can monitor this for you.

15.4         Samten makes no representations, endorsements, warranties or guarantees of any kind, whether expressed or implied, as to the operation of the Products or the reliability, quality, accuracy or fitness-for-purpose of any information, content, materials or services included on or otherwise made available to you through the Products. To the fullest extent permitted by law, we disclaim all such terms and warranties and shall not be liable or responsible for any reliance placed on the same by any user of the Products, or by anyone who may be informed of any of their contents. By using the Products, you expressly agree that your use of the Products is at your sole risk.

15.5         Nothing in these terms and conditions excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.

15.6         Subject to clauses 14.2 and 14.5, and to the extent permitted by law, we exclude all conditions, warranties and/or representations, whether express or implied, which may apply to the Products, your use of the Products, and/or any information contained or displayed within or available through the Products.

15.7         Subject to clauses 14.2 and 14.5, we will not be liable to any user of the Products for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the use of, or inability to use, the Products, or with reliance on any information contained or displayed within or available through the Products. In particular, we will not be liable for any business interruption, for any loss of profits, sales, business, revenue, anticipated savings, business opportunity, goodwill or reputation, or for any indirect or consequential loss or damage whatsoever.

16.          OWNERSHIP AND USE OF THE PRODUCTS

16.1         References in these terms and conditions to “Intellectual Property Rights” means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, domain names, rights in computer software (including source code and object code) and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever in the world they exist.

16.2         The Products and any services and content available through them, together with all Intellectual Property Rights therein, are owned by us, our licensors or both (as applicable). Such Intellectual Property Rights are protected by copyright laws and treaties around the world. We and our licensors reserve all of our and their rights in any such Intellectual Property Rights in connection with these terms and conditions. This means, for example, that we and they remain owners of them and free to use them as we and they see fit.

16.3         Nothing in these terms and conditions grants you any legal rights in the Products, or any services and content available through them, other than as necessary to enable you to access and use the Products in accordance with these terms and conditions, and any further or additional use is strictly prohibited unless you have our prior written permission.

16.4         If you copy, download or otherwise use any part of the Products in breach of these terms and conditions, your right to use the Products will cease immediately and you must, at our option, return or destroy all of the materials you have made and any copies thereof.

17.          VIRUSES

We do not guarantee that the Products will be secure or free from bugs or viruses. You are responsible for configuring your device appropriately and you should use your own virus protection software where applicable. We will not be liable for any loss or damage caused by a virus or any other technologically harmful material that may infect you due to your use of the Products.

18.          THIRD PARTY SITES & SYSTEMS

18.1         The Products may contain hyperlinks or references to third party websites or systems other than the Products. We have no control over third party websites or systems and accept no legal responsibility for any content, material or information contained in them. Your use of third party sites or systems will be governed by the terms and conditions of that site or system. It is your responsibility to ensure you are happy with such third party terms and conditions.

18.2         The display of any hyperlink and/or reference to any third party website, system, product or service does not mean that we endorse that third party's website, products or services and any reliance you place on such hyperlink, reference or advert is done at your own risk.

18.3         If you use third party services or platforms (such as Facebook Connect) to interact with our Products we may, through such third party platforms, give you to the option to post information about your activities on our Products to your profile page(s) and/or share with others within your network on such third party platforms. Where we offer this function, any information that is posted to your profile page(s) on third party platforms will be subject to the terms and policies (including terms of use) of such platforms. It is your responsibility to ensure that information you choose to share to third party platforms through our Products does not breach the terms and policies of such platforms and we will not be responsible or liable for any such breach.

19.           CHANGES TO THESE TERMS & CONDITIONS

19.1         These terms and conditions were last updated on 18 May 2021.

19.2         We reserve the right to change our terms and conditions from time to time. This may happen for security, legal or regulatory reasons. If we change our terms and conditions then the new or additional terms will be made available on the Products. We will also notify you of the changes by email.  Any changes to our general terms will be effective from the next time you use the Products, and any changes that relate to services that you have purchased through the Products will be effective from the start of your next applicable subscription period. You should therefore check this page regularly for any changes to these terms and conditions. Your continued use of the Products will be deemed to constitute acceptance of all of the new terms. These terms and conditions may not otherwise be changed without our written consent.

19.3         If you object to any changes or additions to these terms and conditions you may cancel your contract through the Products or by contacting us in writing.

20.          DISPUTES

20.1         If you are unhappy with any aspect of the Products or the service available through them please contact us as soon as possible by sending an email to info@samten.co We will try to resolve any disputes with you quickly and efficiently.

20.2         If you and we cannot resolve a dispute using our internal complaint handling procedure, we will let you know that we cannot settle the dispute with you and give you certain information required by law about the options available to you.

21.           GENERAL LEGAL TERMS

21.1         Entire agreement – These terms and conditions constitute the entire agreement between us and you in relation to the provision of Services and replace and extinguish all prior agreements or arrangements made between us, whether oral or written, in relation to the provision of Services. 

21.2         Rights of third parties – Unless expressly agreed in writing by us, no one other than a party to these terms and conditions has any right to enforce any of these terms and conditions.

21.3         Severance – If any provision (or part of a provision) of these terms and conditions 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 behind the original provision.

21.4         Breach – We shall apply these terms and conditions in our absolute discretion. In the event of your breach of any of these terms we may terminate or suspend your use of the Products, disclose information submitted by you to law enforcement authorities or take any other action we consider necessary to remedy the breach.

21.5         Waiver – A waiver of any right under these terms and conditions is only effective if it is in writing, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.

21.6         Survival – Provisions of these terms and conditions which by their terms or intent are to survive termination of any contract made hereunder will do so.

21.7         Applicable law – These terms and conditions, their subject matter and formation, are governed by the law of England and Wales. You and we both agree to that the courts of England and Wales will have exclusive jurisdiction. However, if you are a consumer and are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.

22.          CONTACT

If you have any questions about these terms and conditions please contact us by sending an email to info@samten.co