Terms and Conditions

Interpretation

The definitions and rules of interpretation in this clause apply in these Conditions.

Each order placed on the Website shall incorporate and be subject to these Conditions.

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

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.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. 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.

A reference to writing or written includes e-mail.

References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Who We Are and What These Conditions Cover

2.1 CDRA Ltd is a company registered in England and Wales with company number 17310956, whose registered office is at 11-12 Hallmark Trading Centre, Firth Way, Wembley, HA9 0LS (“CDRA”, “we”, “us” and “our”).

2.2 Our agreement with you is comprised of these Conditions and the other documents referred to in them. The agreement shall come into force when you accept the Conditions when registering for your account.

2.3 No Conditions or conditions endorsed on, delivered with, or contained in your purchase conditions, order, confirmation of order, specification or other document shall form part of our agreement.

3. About the CDRA App

3.1 The CDRA App is designed to be used by registered (BACP, UKCP, BPS, HCPC or GMC) and student/trainee mental health professionals, with eligibility determined at CDRA's sole discretion.

3.2 When inputting session notes into the CDRA App, you must ensure that you use pseudonyms and do not include any information which may, alone or in aggregate, identify a client (Personal Data). You must not use real client names.

3.3 Once inputted into the CDRA App, session notes are sent to an AI-powered de-identification layer (Anthropic Claude Haiku API) which scans the session notes and replaces any remaining Personal Data which may have accidentally been uploaded by you with neutral placeholders. However, this de-identification is a fallback and is not foolproof; the responsibility lies with you to ensure that no Personal Data is uploaded to the CDRA app at the initial input stage. CDRA shall not be responsible for any Personal Data which may remain after the de-identification stage.

3.4 The session notes are then passed through a separate AI clinical analysis engine (Anthropic Claude API), which generates a reflective analysis to assist you in your practice. The output is securely encrypted using AES-256-GCM and will be stored in your CDRA account, accessible only to you.

3.5 The CDRA App is made available to you on an “as is” basis without any warranty or guarantee that it and the results that it produces are fit for any particular purpose. The CDRA App is not a substitute for clinical supervision, peer consultation or your own clinical judgement.

4. Rights of Use and User Subscriptions

4.1 Subject to you purchasing the Services, and to these Conditions, CDRA hereby grants to you a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services during the Term solely for your internal business or professional operations.

4.2 You acknowledge that:

• provision of the Services is at all times subject to your compliance with these Conditions and the requirements identified in these Conditions (including all minimum system requirements); and
• the Services do not include any services, systems, costs, or equipment required to access the internet or transmit or receive data.

5. Subscribed Services

5.1 CDRA shall use commercially reasonable endeavours to provide Availability of 99.5% except for the following which does not count towards measuring Availability:

• planned maintenance carried out during the maintenance window of Sundays between 2:00am and 4:00am UK time; and
• unscheduled maintenance, provided that CDRA has used reasonable endeavours to give you at least 6 hours' notice in advance and to mitigate any potential disruption.

6. Security of Customer Data

6.1 Customer Data shall at all times remain your property. You acknowledge that CDRA has no control over any Customer Data hosted as part of the provision of the Services and does not actively monitor it. You shall ensure (and are exclusively responsible for) the accuracy, quality, integrity and legality of your data and that its use (including use in connection with the Services) complies with all applicable laws and intellectual property rights.

6.2 CDRA backs up all data (including Customer Data) daily and keeps all back ups for 7 days after they are taken. Notwithstanding that general back up of data by CDRA, it is your responsibility to maintain safe backups and copies of any Customer Data, including as necessary to ensure the continuation of your businesses. You shall, without limitation, ensure that you back up (or procure the back up of) all Customer Data regularly and extract it from the CDRA App prior to the termination or expiry of the agreement or the cessation or suspension of any of the Services. To the maximum extent permitted by applicable law, CDRA shall not be responsible (under any legal theory, including in negligence) for any loss of availability of, or corruption or damage to, any Customer Data caused by your failure to back it up or extract as described in this clause.

6.3 You may export your Customer Data at any time during the Term. If your subscription ends or is suspended for non-payment in accordance with clause 10.1, you will have 30 days from notification to either resume your subscription or export your Customer Data. After the 30-day period has lapsed, your CDRA account and Customer Data shall be permanently deleted except to the extent that any applicable law requires CDRA to retain such Customer Data.

7. Processing of Personal Data

7.1 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Laws.

7.2 Where CDRA is acting as a Controller of Personal Data, the CDRA Privacy Policy shall apply, a copy of which is available here: https://www.cdra.uk/privacy.

7.3 In all other circumstances you are a Controller and CDRA is a Processor for the purposes of processing Personal Data pursuant to these Conditions.

7.4 You shall at all times comply with all Data Protection Laws, the Data Processing Addendum at Schedule 1, and these Conditions in connection with the processing of Personal Data. You shall ensure all instructions you give to CDRA in respect of Personal Data shall at all times be in accordance with Data Protection Laws.

7.5 CDRA shall process Personal Data in compliance with the obligations placed on it under Data Protection Laws, the Data Processing Addendum at Schedule 1, and these Conditions.

8. CDRA's Obligations

8.1 CDRA undertakes that the Services will be supplied with reasonable skill and care and will conform in all material respects with their description.

8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CDRA's instructions or breach of these Conditions.

8.3 If the Services do not conform with the foregoing undertaking, CDRA will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, CDRA does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements.

9. Your Obligations

9.1 You must not, in relation to your use of the Services, do, upload, or transmit anything (including any content, software, code, file or programme) which:

• may adversely affect the operation of any software, hardware, network, equipment or any other service or device, or the operation of any programme or data, used by CDRA for the delivery of the Services or the user experience of CDRA's other customers; or
• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory; or is otherwise illegal or causes damage or injury to any person or property.

CDRA reserves the right, without liability or prejudice to its other rights to you, to disable your access to the Services if you breach the provisions of this clause.

9.2 You shall not, except to the extent expressly permitted under these Conditions:

• attempt to copy, modify, duplicate, or distribute all or any portion of the software comprising the Services; or
• attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software comprising the Services; or
• access all or any part of the Services in order to build a product or service which competes with the Services; or
• use the Services to provide services to third parties, except where the Services are used by you as an internal tool in the course of providing clinical services to your clients; or
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party; or
• attempt to obtain, or assist third parties in obtaining, access to the Services; and
• you 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 us at d@davidwatermanpsychotherapist.co.uk.

9.3 You shall:

• without affecting your other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
• obtain and maintain all necessary licences, consents, and permissions necessary;
• ensure that your network and systems are suitable and capable of making use of the Services; and
• be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to CDRA's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

10. Charges and Payment

10.1 Charges for the Services are as advertised and shall be payable on a monthly subscription basis by credit or debit card via Stripe. CDRA may suspend your account without liability or refunds on CDRA's part if you fail to pay your monthly subscription.

10.2 CDRA shall be entitled to increase the Charges at any time by giving you at least 60 days' notice of such increase.

11. Proprietary Rights

11.1 CDRA or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, these Conditions do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

11.2 CDRA confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, these Conditions.

12. Confidentiality

12.1 CDRA shall maintain the confidentiality of the Customer Data and shall not without your prior written consent or in accordance with our Agreement, disclose or copy the Customer Data other than as necessary for the performance of the Services or its express rights and obligations under these Conditions.

12.2 You shall maintain the confidentiality of CDRA's Confidential Information and shall not without the prior written consent of CDRA, disclose, copy or modify CDRA's Confidential Information (or permit others to do so) other than as necessary for the performance of your express rights and obligations under these Conditions.

12.3 The provisions of this clause 12 shall not apply to information which:

• is or comes into the public domain through no fault of CDRA, its officers, employees, agents or contractors;
• is lawfully received by CDRA from a third party free of any obligation of confidence at the time of its disclosure;
• is independently developed by CDRA (or any person acting on its or their behalf), without access to or use of such information; or
• is required by law, by court or governmental or regulatory order to be disclosed.

12.4 The above provisions of this clause 12 shall survive termination of this agreement, however arising.

13. Limitation of Liability

13.1 The Services are provided for general informational and non-specific clinical reflection purposes only. The CDRA App is an AI-assisted tool and is not designed to provide, and does not constitute, professional medical, clinical, or healthcare advice. The content and outputs generated by the Services are not produced or reviewed by practising clinicians and are not tailored to any individual clients or circumstances. Accordingly, any outputs generated by the Services are for information only and must not be relied upon as clinical advice, diagnosis, or treatment, and are not a substitute for your professional judgment. You are solely responsible for all clinical decisions, advice, and actions taken in relation to your clients.

13.2 Except as expressly and specifically provided in this agreement:

• you assume sole responsibility for results obtained from your use of the Services and for conclusions drawn from such use, and for all clinical decisions, actions and advice provided to your clients. CDRA shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to CDRA by you in connection with the Services;
• all warranties, representations, conditions and all other Conditions of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
• the Services are provided to you on an “as is” basis.

13.3 To the fullest extent permitted by law, CDRA excludes all liability whether arising in contract, tort (including negligence), misrepresentation, or otherwise, for any loss, damage, costs, or expenses arising out of or in connection with:

• any reliance placed on the Services or any outputs generated by them; and
• any use of the Services in the provision of clinical or healthcare services.

13.4 CDRA shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.

13.5 CDRA's total aggregate liability in respect of all claims in any twelve month period beginning with the start of the contract with you, in contract (including in respect of indemnities), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with this agreement shall be limited to the total Charges paid or payable under this agreement during the 12 month period in which the claim arose.

13.6 Nothing in this agreement shall limit or exclude liability to the extent that it cannot be limited or excluded under applicable law.

14. Term and Termination

14.1 The contract shall commence on the date you subscribe for the Services and shall continue for the Term.

14.2 Your subscription shall automatically renew each month unless and until cancelled in accordance with this agreement.

14.3 You may cancel your subscription to the Services at any time. Cancellation will take effect at the end of the then-current billing period, and you will continue to have access to the Services until that date. No refunds shall be provided for any unused portion of the subscription period.

14.4 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

• the other party commits a material breach of any term of the agreement (including failure to pay any amount due under the agreement) and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so; or
• the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

14.5 If CDRA becomes aware that any event referred to in clause 14.4(b) has occurred or is reasonably likely to occur in relation to CDRA, and that event is likely to affect your access to the Services, CDRA shall notify you as soon as reasonably practicable. Any return, export, deletion or disposal of Customer Data following termination or cessation of the Services shall be dealt with in accordance with clause 14.7(b).

14.6 Termination of the contract shall not affect any of the parties' rights, remedies, obligations or liabilities that have accrued as at termination. Any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

14.7 On termination of this agreement for any reason:

• all licences granted under this agreement shall immediately terminate and you shall immediately cease all use of the Services; and
• CDRA may destroy or otherwise dispose of any of the Customer Data in its possession, unless CDRA receives, no later than 30 days after the effective date of the termination of this agreement, a written request for the delivery of the then most recent back-up of the Customer Data. CDRA shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by CDRA in returning or disposing of Customer Data.

15. General