Terms and Conditions applicable to a seller of service using Talking Couch Limited.
These terms and conditions are the contract between you and Talking Couch Limited ("us", "we", etc). By visiting or using Our Website, you agree to be bound by them.
Talking Couch Limited is a trade name of Talking Couch Limited, SC514964 incorporated in Scotland, whose registered office is at 15/2, West Bryson Road, Edinburgh, EH11 1EH.
'Content' means the textual, visual or aural content that is encountered as part of your experience on Our Website. It may include, among other things: text, images, sounds, videos and animations. It includes content such as advertising material, and all other product or service related material Posted by you.
'Post' means place on or into Our Website any Content or material of any sort by any means.
'Provider' means you, a person or organisation who has placed details on Our Website of a Provider Service offered for sale or free of charge, through Our Website.
'Provider Service' and 'Your Service' mean the service you offer for sale through Our Website.
'Our Service' means the service we provide to enable you to sell Provider Services here.
'Our Website' means any website of ours, and includes all web pages controlled by us.
'Video Link' means the audio/video link by which you will hold your sessions with your client when they book your service through our Website.
The relationship between us is solely that:
- in consideration of a fee charged by us, we provide for you an Internet market place as an arms length contractor.
- we act as your agent solely in the collection of money paid by your customer;
- we are not your partners or joint venturers.
- If you place a Provider Service for sale on Our Website, you do so subject to these terms.
- When you place a Provider Service on Our Website, you will be bound to provide all the information required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
- We may change this agreement in any way at any time. The version applicable to your contract is the version which was Posted on Our Website at the time that the contract was made.
- Although we are not a party to your contract with a buyer introduced to you via Our Website, we shall remove Your Services from offer if a customer or site visitor has a valid complaint against you.
- Subject to this agreement and to the procedures set out in Our Website, you may enter a Provider Service for sale through Our Website.
- The relationship between us is solely that:
The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ('the Regulations')
- You authorise us to take any action that may reasonably be required from time to time, to protect your interests and ours in connection with a beach or possible breach of the Regulations.
- Because we are not your agents except to market Your Service, take payment, all your obligations under the Regulations must be fulfilled by you. That means the information you provide to us by entry or upload into Our Website must be clear, sufficient and complete, to comply with the Regulations.
- On Our Website, we will provide a route to allow a customer to deal directly with you. That will include options relating to supply and cancellation of his order.
- We will also provide regulatory information relating to commencement and cancellation. We expect you to comply with those terms unless Your Services, or your business model, require different terms. The terms on Our Website will be communicated only as information to the buyer and not as contract terms.
Because every reference to Provider Service of yours, made by you or by us, may be treated by a consumer as contractual, you agree:
- to make clear any contractual term in content you place on Our Website, which may be different from any term on Our Website.
- that no content on your website will contradict content you place on Our Website.
Your Provider Service placement
- not knowingly to place any Provider Service for sale which is not of merchantable quality or which requires for its setup or use a level of technical expertise which is not fully explained to a customer before purchase.
- immediately to remove from sale on Our Website any Provider Service which for any reason, you are unable to supply.
- not to re-place any Provider Service we remove from offer for sale.
Complaints about Provider Services
You agree that you will at all times:
- reply promptly and in any event within 48 hours to any customer message or other correspondence;
- comply with the law relating to all aspects of the contract between you and your customer, relating in particular to your obligations to provide full information and accept cancellation and returns. However, you may also offer more favourable terms to your customers as per your own returns and refunds policy set out on your website or otherwise in your terms and conditions;
- when you have an obligation to return money to a customer for any reason, you will do so immediately in line with the cancellation and refunds policy set out on Our Website. You hereby authorise us attempt to make such a refund on your behalf and you will be required to reimburse us if we cannot automatically charge you;
- comply with the Talking Couch Limited procedures relating to satisfaction of an order, as set out on Our Website from time to time;
- Please provide information to us in respect of any claim for non-supply and any dispute as to payment, so as to enable us to identify the possibility of fraud.
The selling procedure
- Talking Couch Limited is not responsible for the fulfilment of your contract to sell a Provider Service.
- Your contract with a buyer through Our Website is made when you acknowledge the order or commence Your Service. Until that time, the customer's action is an "invitation to treat". We have arranged our terms with buyers in that way so as to give you the opportunity to decline a buyer or provide the full information required by the Regulations.
- Provider Services may be offered for sale subject to any discount or promotion arranged between Talking Couch Limited and you.
- Subject to discounts and promotions, Provider Services are offered for sale at a fixed price. VAT may be due and will be either included in the price or shown separately. If not shown, it will not be charged.
- Provider Services will be offered for sale and sales made, subject to the terms and conditions applicable to buyers. You accept and endorse these terms and agree to comply in all respects with the corresponding obligations of a Provider. You may view the buyer's conditions on Our Website at any time.
- You are responsible for providing a device that is capable of running our software.
- It order to assist you in determining if your device is capable we have provided a Video Test page at https://talkingcouch.uk/video-test. You should run this test before purchasing a session with a seller.
Value added Tax
- Fees and commissions specified in Our Website are exclusive of VAT.
- If you are located in the UK, we will show and retain the amount of VAT due on our charge for our services in addition to the amount of commission due to us.
- If you are located in the UK, and you provide a valid UK VAT registration number, we will not charge or deduct VAT from sums due to you.
- Talking Couch Limited has the right to demand additional information about your business so far as it may affect your VAT registration, at any time, from you or from a governmental authority.
Our commission and payment to you
- Payment processing services for sellers on Talking Couch are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate an account on Talking Couch, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Talking Couch enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe.
- We sell Your Service at the price you place on it, subject to these terms and the requirements we set out on Our Website from time to time.
- Our fees and commissions are payable on demand. You irrevocably authorise us to deduct them from sums paid to us by your buyer.
- Our Website selling system is an automated system which can be followed by you through a "control panel".
- The proportion of each sale receipt retained by us is as set out elsewhere on Our Website.
- Where our commission is based on a percentage of the sale price, you may not artificially inflate the delivery charge and reduce the price of the Provider Service in order to reduce our commission. If we believe that you do so, we may immediately cease to deal with you.
- We will pay you within 14 days of confirmed dispatch of order.
- If you have a bank account located in the UK, we will transfer money via the internet, in full.
- If you do not have an account in the UK, we will transfer money in any sum at your request and at your cost.
- If we do or could earn interest on any cash balance in our control for the period between payment by a customer and our accounting to you, we are free to keep that interest and have no obligation to account for it to you.
- If an action by a buyer results in a charge back to our account, you agree that we may deduct the sum charged back together with any fee paid to our service provider and bank, from any sum due to you, at or after that time.
- If you or we accept any cancellation and consequently refund money to a customer, we are not obliged to repay commission to you.
- If in our discretion we believe that your performance as a Provider results in a significant number of charges back and / or buyer disputes or if we believe you are in breach of this agreement, we are free to hold back payments to you until we are satisfied that disputes have been settled and / or breach rectified.
Advertising your Provider Service
If you accept our offer to advertise market or promote your service, the following conditions apply.
- We may use the services of a specialist internet marketing business associated with Talking Couch Limited.
- Without prior consent of the other; neither we nor you will contract with any other person or company for specialist services. Here your obligation is limited to the extent of the price charged and due to us. The price charged to you will include all payments we make to others.
- The cost of work ordered by you is payable in full, in advance. If you so request us, by indication on Our Website, we will deduct the cost from your account.
- We give no guarantee as to the success of any advertising placed.
- We shall receive no secret commission on advertising services. But note that the service supplier is associated with us.
Your Provider Service warranties
You warrant that any Provider Service you place on Our Website for sale:
- is not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party;
- does not offend against the law of any country whose citizens might purchase it;
- is not intended primarily to advertise any business, except your business, so far only as it is carried on through Talking Couch Limited.
You warrant that you own the copyright of any Provider Service you place on Our Website for sale, or that you have the permission of the copyright owner:
- to place the Provider Service on Our Website for sale;
- to receive the net proceeds of such sales as arise;
- to defend the copyright in the Provider Service.
- You warrant that any Provider Service you place on Our Website for sale:
How we handle your Content
- If you Post Content to any public area of Our Website it becomes available in the public domain. We have no control who sees it or what anyone does with it.
- You now irrevocably authorise us to publish feedback, comments and ratings about Your Services and activity through Our Website, even though it may be defamatory or critical.
- We will use that licence only for commercial purposes of the business of Our Website and will stop using it after a commercially reasonable period of time.
- Posting Content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
- You understand that you are personally responsible for your breach of someone else's intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
- You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
- Please notify us of any security breach or unauthorised use of your account.
Restrictions on what you may Post to Our Website
We invite you to Post Content to Our Website for marketing your services and services and in other ways. We have to regulate your use of Our Website to protect our business and our staff, to protect other users of Our Website and to comply with the law.
We do not undertake to moderate or check any item Posted.
You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may
- be unlawful, or tend to incite another person to commit a crime;
- be obscene, offensive, threatening, violent, malicious or defamatory;
- be sexually explicit or pornographic;
- be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
- use a Posting to solicit responses unconnected with the purpose of Our Website or the terms proposed by this agreement.
Your Posting: restricted Content
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms.
In addition to the restrictions set out above, a Posting must not contain:
- hyperlinks, other than those specifically authorised by us:
- keywords or words repeated, which are irrelevant to the Content Posted.
- the name, logo or trademark of any organisation other than yours.
- inaccurate, false, or misleading information.
- material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 years old.
Security of Our Website
If you violate Our Website we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
- link to our site in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
- download any part of Our Website, without our express written consent;
- collect or use any service listings, descriptions, or prices;
- collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
- aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Services;
- share with a third party any login credentials to Our Website.
Copyright and other intellectual property rights
- All Content on Our Website, for example page text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, is the property of either us or our affiliates or suppliers of services for sale. It is all protected by international copyright laws.
- You may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as is expressly permitted in this agreement or with our written consent.
- For the sake of good order you should note that copyright exists in compilations and graphic images, shapes and styles, as well as in raw text.
Interruption to Our Service
- We give no warranty that Our Service will be satisfactory to you.
- We will do all we can to maintain access to Our Website, but it may be necessary for us to suspend all or part of Our Service for repairs, maintenance or other good reasons. We may do so without telling you first.
- You acknowledge that Our Service may also be interrupted for reasons beyond our control.
- You agree that we are not liable to you for any loss whether foreseeable or not, arising as a result of interruption to Our Service.
- We are not responsible for any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure) or any other indirect or consequential loss whatever.
- Our Website contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
- We are not liable in any circumstances for damages resulting from loss of use, loss of data or loss of revenues or profits, whether in an action of contract, negligence or otherwise, arising out of or in connection with your use of Our Website.
Talking Couch Limited website and Talking Couch Limited services are provided "as is". As to Our Website and Our Services, we make no representation or warranty of any kind, express or implied, including, without limitations, warranties:
- as to fitness of Our Website and Our Service for a particular purpose;
- as to availability and accessibility, without interruption, or without error;
- any obligation, liability, or remedy in tort whether or not arising from our negligence.
- You now expressly release us from any and all claims and liability known and unknown, arising in any way from a dispute between you and a buyer.
Your indemnity to us
You agree to indemnify us against all loss and expense, including legal fees and management time related in any way to:
- a claim by any person in respect of any Provider Service;
- protecting the reputation of our business by our making a payment to a customer of yours in circumstances where you have failed to make that repayment or otherwise comply with your contract with that customer.
any cost to us arising from a decision by us to comply as your agent, with any obligation of yours, whether or not we have your permission, arising out of any regulation or law, including:
- the deletion or amendment of any text or other content you have placed on Our Website;
- any payment we make on an ex gratia basis, arising from a contract between you and a customer.
- legal or other fees we incur in defending a claim or the imposition of a fine or penalty;
- our management time in dealing with any failure or alleged failure by you to comply with any relevant regulation or law.
- You undertake to provide us your current land address, e-mail address and telephone numbers as often as they are changed together with all information that we may require to enable us to fulfil our obligations under this contract.
- So far as any time, date or period is mentioned in this agreement, time shall be of the essence.
- If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- For the purposes of the Data Protection Act 1998 you agree to the processing of your personal data (in manual, electronic or any other form) relevant to this agreement, by us and/or any agent or third party nominated by us and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country in any part of the World.
If you are in breach of any term of this agreement, we may:
- publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication.
- terminate your account and refuse access to Our Website;
- remove or edit Content, or cancel any order at our discretion;
- issue a claim in any court.
- Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
- No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- When you visit Our Website or send messages to us by email, you are communicating with us electronically. We communicate with you by e-mail or by posting notices on Our Website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
- Any communication to be served on either of us by the other shall be delivered by hand or sent by post or recorded delivery or by fax or by e-mail. It shall be deemed to have been delivered:- if delivered by hand on the day of delivery; if sent by post to the correct address within 72 hours of posting; If sent by fax to the correct number within 24 hours; if sent by e-mail to the address from which the receiving party has last sent e-mail, within 24 hours if no notice of non-receipt has been received by the sender.
- In the event of a dispute between us, then, if we so ask, you undertake to attempt to settle the dispute by engaging in good faith with us in a process of mediation before commencing arbitration or litigation.
- This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that any provision in this agreement which excludes or restricts the liability of our directors, officers, employees, subcontractors, agents and affiliated companies, may be enforced under that Act.
- We shall not be liable for any failure or delay in our performance of this agreement which is caused by circumstances beyond our reasonable control, including any labour dispute.
- In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
- The validity, construction and performance of this agreement shall be governed by the laws of Scotland and you agree that any dispute arising from it shall be litigated only in Scotland.