THIS AGREEMENT sets out the terms and conditions in relation to your Registration with us on our Website, the services we will provide and the terms on which you may place profiles with us and accept Introductions from us.
A My Therapist Online provides platform that connects people in search of therapy (Clients) to a network of affiliated mental health professionals (Consultants) to obtain online guidance, counselling and therapy services.
B You confirm and warrant that you are acting in the course of a business, trade or profession.
C The Client is a business or consumer who uses the Website to allow us to offer an Introduction between you and the Client and/or request a Services Contract.
D The parties have agreed that we will allow you to use our Website to advertise your services on our Website and all information submitted by you must be in accordance with these terms and conditions.
E At no time will a contract come into existence as between us and the Client for Consultant Services provided. Any contract formed with the Client will be solely between the Consultant and the Client.
F. You must be over the age of 18 and have had at least 3 years post qualification experience to register with us. If you do not have at least 3 years post qualification experience then please contact us before submitting a registration request as we will consider applications if you can demonstrate to our satisfaction that you have the necessary skills to register with us.
1 Definitions and interpretation
1.1 In this Agreement, unless the context requires otherwise:
Advertising means your placing of any information on our Website in respect of the services you supply;
Business Day means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date means the date of this Agreement;
Client means a business, an individual or consumer requesting information or the provision of services from the Therapist;
Consultant means you, as a business, who has or has requested Registration whether acting as a limited company or sole trader and includes all employees and agents;
Force Majeure means an event or sequence of events beyond reasonable control preventing the Therapist or us delaying from performing the obligations under this Agreement save that an inability to pay is not a Force Majeure event;
Good Practice means, in relation to the services provided, that the Consultant will comply with all applicable laws in relation to the supply of services and with any regulatory codes of practice or other codes that apply to the health care profession.
Intellectual Property Rights means copyright, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights and all similar rights of whatever nature and, in each case whether registered or not wherever existing;
Introduction means our introducing a Client who is registered with us to a Consultant;
Fees means the amount of commission you agree to pay us for each Session that you undertake with a Client, at such rates as are agreed between us;
Operating rules means the rules (as amended from time to time) that affect the Consultant’s use of the Services;
Registration means the access that you will have to our Services and the Website when you register and place a profit with us;
Services means, as the context permits, the Services that we have agreed to provide pursuant to the terms of this Agreement;
Services Contract means the contract that the Consultant enters into with the Client;
Session means the time set aside for a Consultation (and/or for which a Client is obliged to pay whether the services have been actually undertaken or not);
Term means the duration of this agreement;
VAT means value added tax, as defined by the Value Added Tax Act 1994;
We/Us/Our means My Therapist Online Limited, a company registered in England with company number 10456052 whose registered office is at 38 West Street, Helpston, Peterborough, England, PE6 7AY. Email firstname.lastname@example.org
Website means www.mytherapistonline.co.uk;
You/Your means the Consultant who submits a Registration with us.
1.2 This Agreement is to be interpreted in accordance with the following:
1.2.1 each gender includes the others and the singular includes the plural and vice versa;
1.2.2 references to clauses are to clauses of this Agreement;
1.2.3 'including' means including without limitation and general words are not limited by example;
1.2.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.2.5 clause headings do not affect the interpretation of this Agreement;
1.2.6 a reference to a statute or a statutory provision is a reference to it as in force as at the date of this Agreement or amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of either party under this Agreement;
1.2.7 a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
1.2.8 references to time will mean London time, unless otherwise stated;
1.2.9 'in writing' means communication by letter or fax or email and written will be interpreted accordingly;
1.2.10 references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form; and
1.2.11 reference to any English action, remedy, method of judicial proceeding, court, legal document, legal concept, legal status, legal doctrine or thing will in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English equivalent;
1.2.12 references to a Party or Parties means you and us.
2 Supply of Services
2.1 This Agreement commences on the Commencement Date for a Term and until it is terminated in accordance with clause 10.
2.2 The procedure for applying for Registration to the Website and our Services is set out in clause 3.
2.3 During the Term and at the expiry of the Term we hereby grant you a non-exclusive, non-transferable license to use the Website solely for the purpose of accessing and using the Service in accordance with the terms of the Agreement and for no other purpose whatsoever.
2.4 The Service that we supply is limited to the registration and introduction of Clients and Consultants. As a Consultant registered with us you confirm that you are completely independent of us in respect to the services you provide to a Client including (but not limited to) the delivery of clinical treatment, treatment planning, clinical decision making, risk assessment (i.e. the client being at risk to themselves, others or in need of crisis services and raising safeguarding issues to relevant local parties) and it is the Consultant’s responsibility to refer Clients to any other local or other body/authority or support service if, in the Consultant’s opinion, this is identified as being necessary.
2.5 While we do screen all Clients, it is ultimately the Consultant's responsibility to assess if the Client is appropriate for online based treatment. If at any point in the process of treatment from the free initial consultation through to discharge the Consultant assesses that the Client as unsuitable for online based therapy, the Consultant should make it clear to the Client their rationale and make alternative recommendations or referrals for the Client. Clinical issues should be discussed within supervision, according to the guidelines stipulated by the Consultant’s professional body(ies).
3.1 Upon completion of a membership request form, we will ask you to provide us with verification information regarding your business including, but not limited to, your work history, accreditations, details of your regulating professional body, proof of suitable indemnity insurance (which must be at least £5000000), photo identification, a valid DBS and the contact details of at least 2 work related referees.
3.2 The submission of a membership request form will constitute an offer by you to use the Services on the terms of this Agreement.
3.3 We may accept or reject a membership request at our discretion. A membership request will not be accepted, and no binding obligation to supply any Services will arise, until the earlier of:
3.4. Our receiving from you all information that we request to verify your business status, qualifications, membership to professional organisations and any other information that we require, and thereafter
Our written acceptance of the request; or
Our supplying the Services or notifying you that we have commenced supply of the Services (as the case may be).
3.5 Rejection by us of a membership request, including any communication that may accompany such rejection, will not constitute a counter-offer capable of acceptance by you.
4 Delivery of Services
4.1 Once a membership request has been accepted, and you have provided us with a profile and suitable photograph, we will upload these onto the Website, usually within 24 hours of receipt, but time is not of the essence.
4.2 If you breach any of the terms of this agreement we may at a sole discretion:
4.2.1 terminate this Agreement;
4.2.2 Refuse to accept any subsequent membership requests from you;
4.2.3 recover from the you all losses, damages, costs and expenses incurred by us arising from your default.
4.3 We will not be liable for any delay in or failure of delivery to the extent caused by:
4.3.1 your failure to: (i) provide us necessary information to provide our Services, (ii) provide us with adequate instructions for supply or otherwise relating to the Services; or
4.3.2 an event of Force Majeure.
5.1 The Services delivered by us will be supplied with reasonable skill and care.
5.2 We will not be liable for any failure of the Services to comply with clause 5.1:
5.2.1 where such failure arises by reason of your wilful damage or negligence;
5.2.2 to the extent caused by your failure to comply with our reasonable instructions as to: (i) use or benefit from the Services, or (ii) good practice in relation to use or benefit from the Services;
5.2.3 to the extent caused by the us following any specific requirement of yours in relation to the Services;
5.2.4 to the extend caused by our changing our host server.
5.3 We will comply with all UK applicable laws, standards and good industry practice in the supply and delivery of the Services.
5.4 You warrant that you will;
5.4.1 Ensure that, both in relation to the Services Contract and generally, comply with all statutory requirements relating to the provision of your services in the country in which the Services Contract is performed, and if performed in the United Kingdom specifically pursuant to English Law including (but not limited to) the following:
Consumer Rights Act 2015
Data Protection Act 1988
General Data Protection Regulations
Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013
and any other information which you are obliged to give consumers under UK law and that all services provided will comply with a Client’s legal rights as required by the laws of the United Kingdom (and specifically the rights of consumers to cancel contracts made at a distance and your obligations to inform Clients of this right and provide a mechanism for cancellation as per the statutory requirements) or the country in which the Services Contract is completed, and you will adhere to all professional body Codes of Conduct, and other Codes of Conduct that apply to you and/or the services being offered.
5.4.2 Ensure that Clients are fully aware of your own terms and conditions, cancellation policies, pricing of the services to be supplied, the medium for delivery of the services to be supplied, complaints procedure etc.
5.4.3 Ensure that you maintain at all times:
Relevant health care professional insurance to a minimum of £5000000 and provide evidence to us upon request;
A valid DBS issued at least within the last 36 months, which must be renewed at least every 36 months, to provide evidence to us upon request;
5.4.4 Read the terms and conditions from time to time that apply to the Client's use of the Website so that you remain fully aware of what terms the Clients are entering when using the Website, and our Policies.
5.4.5 to ensure that, in line with Client confidentiality, all Sessions take place in a secure and confidential manner, whichever medium is chosen to undertake Sessions;
5.4.6 Offer to Clients, without any charge, an initial consultation of up to 15 minutes to:
Have an introductory discussion regarding the Client and your backgrounds;
Establish if therapy via Skype, FaceTime or another preferred video platform suits you and your Client;
Allow for a brief initial understanding of the problems the Client wishes for you to address.
All Clients are informed that no actual advice will be offered by you during this consultation.
5.4.7 to be solely responsible for providing and maintaining all computer equipment and software necessary for you to access the Service
5.4.8 to be solely responsible for any data, information or advertising material submitted by you on our Website or to us in connection with the Service, including, but not limited to, making it clear to Clients that you are acting in the course of a business or profession;
5.4.9 you shall, at your own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which you are required to obtain.
5.4.10 To ensure that all information that you submit to us to place on the Website, or that is provided to the Client directly is true and accurate and that any information provided does not unlawfully discriminate on grounds of age, sex, race or religion;
5.4.11 Comply with all income and other tax and VAT legislation in force within the country in which you reside, or the Services Contract is performed.
5.4.12 Inform us immediately of any change in your professional status, memberships or of any factor that it is reasonable to assume would affect your Registration with us.
5.4.14 Agree to the Client providing us with feedback in regards to the services provided by you. We reserve the right, without notification to us, to allow Clients to leave feedback by way of a feedback portal on the Website when such a facility is available. We will not review any information posted by Clients on the Website. If you believe that information given is incorrect or in breach of these terms you must inform us immediately, and we will aim to remove it (if at our total discretion We believe it should be removed) within a reasonable period of time.
6.1 You agree to pay the Fees that are applicable (and may be subject to change) as are agreed from time to time between you and us.
6.2 We reserve the right to change the Fee from time to time and the higher rate will be applicable upon all Sessions that take place 21 days after notification by us to the you of the amended Fee.
6.3 At the Commencement Date of this Agreement, we are not VAT registered. If we become VAT registered we will inform you of this in writing, and thereafter, VAT will be added to all Fees at the prevailing rate at the date of payment. You will pay any applicable VAT to us on receipt of a valid VAT invoice.
7 Payment and Payment Service
7.1 All Fees will be deducted by us directly from the Client’s payment.
7.2 Payments from Clients must not be accepted by you directly and must be made by the Client to us only as set out in the Client terms and conditions. Payments can be accepted directly from any Client healthcare insurance provider (see below).
7.3 To confirm the start of any treatment, we will require Clients to pay to us in advance for two weeks’ worth of Contract Services at least 24 hours before the first session is due to take place.
7.4 You understand that some Clients will have in place medical insurance which may cover some or all their fees and we have advised Clients who are drawing on medical insurance that:
There should be a shortfall in the amount paid by the insurer and the Client is fully responsible for any shortfall; and
The Client should arrange for payments by an insurance provider to be made to your directly; and
We will invoice the Client for any shortfall (or the full amount if they receive payment directly from their insurance provider) and invoices must be paid within 5 working days.
7.5 Where you do receive direct payment from an insurance provider, you must inform us as set out in clause 7.6). We will deduct the full fees payable from any monies due to you, and you agree that any shortfall in payments due to us will be made by you within 7 days of our requesting such payment.
7.6 After the initial advance payment, we will invoice Clients for all further payments due. We will contact you on the 28th day of each month (or up to 2 days earlier if that day falls on a non-working day) and you must inform us of the amount of Sessions for which the Client should be invoiced (and inform us of any payments received directly from any insurance provider). We will then send an invoice to the Client, who should make payment within 5 days of the date of the invoice. Within 5 days of our receiving payment, we will pay you by way of bank transfer. You are solely responsible for ensuring that the banking information you provide to us is correct.
7.7 We will only make payment to you in respect of cleared funds (less our Fee) received by us. Although we will use our best endeavours to obtain payment (by telephoning or writing to the Client) we will not be responsible for actually obtaining payment from the Client if the Client is in default or taking steps to enforce the contract with the Client to obtain payment.
7.8 You agree that a Client will not be liable to make payment for any session where they have provided 48 hours’ notice of cancellation and understand that the Client is not obliged to provide any explanation for cancellation.
7.9 A Client is obliged to make payment for a Session where the cancellation notice has not been given however, you may, at your discretion waive the payment due, and provided you inform us of this in writing, we will not charge you a Fee in regards to that Session.
8 Limitation of liability
8.1 Neither party to this Agreement limits or excludes its liability for:
8.1.1 death or personal injury caused by negligence; or
8.1.2 fraud or fraudulent misrepresentation.
8.2 Without prejudice to clause 8.1 Our total aggregate liability under or in connection with this Agreement, whether arising in tort (including negligence), contract or in any other manner will not exceed the total Fees paid by the you in the preceding 3 months.
8.3 Without prejudice to clause 8.1, your total aggregate liability under or in connection with this Agreement, will not be limited.
8.4 Without prejudice to clause 8.1 We will not be liable to you for any:
8.4.1 loss of profits or revenues; or
8.4.2 loss of, or damage to, data or information systems; or
8.4.3 loss of contract or business opportunities; or
8.4.4 loss of anticipated savings; or
8.4.5 loss of goodwill; or
8.4.6 any indirect, special or consequential loss or damage.
9.1 You will indemnify us and hold us harmless from and against any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim:
9.1.1 that you are in breach of any applicable laws as a result of any act or omission yours;
9.1.2 made against us by a third party (including a Client) arising from any defect in the services provided by you or by your breach of this Agreement;
9.2.3 is in breach of the Advertising Code of Conduct or any other advertising codes of conduct;
each being a Claim.
9.2 In the event that either party receives notice of any Claim that affects the other party to this Agreement, it will:
9.2.1 notify the other in writing as soon as reasonably practicable;
9.2.2 not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of each other (such consent not to be unreasonably withheld or delayed);
9.2.3 take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the Claim; and
9.2.4 provide each other with all reasonable assistance in relation to the Claim at your expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Client.
10.1 During the Term this Agreement may be terminated:
10.1.1 By us where there is a breach of this Agreement by Our giving not less than 2 Business Days’ notice in writing to you where there is material breach of this Agreement and such breach is not remediable or, if capable of remedy, is not remedied within 1 Business Days of receiving written notice to do so; or
10.1.2 by you giving 90 days’ notice to terminate its Registration. You will still be liable for all Fees that result in Services Contracts and/or Sessions if the Services Contract was requested or commenced prior to termination but completes after termination.
10.2 The following clauses of this Agreement will survive termination, howsoever caused:
clause 8 (limitation of liability);
clause 9 (indemnity);
clause 10 (termination);
clause 12 (post termination restrictions);
clause 14 (general);
clause 16 (governing law and jurisdiction),
together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
11 Confidential information
11.1 Each party undertakes that it will keep confidential any information that is confidential in nature concerning the other party, the terms of this Agreement and the information relating to any Client.
11.2 A party may:
11.2.1 disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 11 as if it were a party;
11.2.2 disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
11.2.3 use Confidential Information only to perform any obligations under this Agreement.
12 Post termination restrictions
12.1 For the purpose of this clause 14 the following definitions shall apply:
Restricted Consultant: any present consultant listed on the Website or any person or firm who had registered with us as a consultant during the 12 months before Termination (or for the Term if less than 12 months)
Restricted Client: any firm, company or person who, during the 12 months before Termination (or for the Term if less than 12 months), made use of the Website as a Client, whether that Client used the services of any consultant of the Website;
Restricted Person: any employee of us or ours.
Termination: the termination of the Agreement howsoever caused.
12.2 In order to protect our confidential information and business and client connections which you will or have had access as a result of Registration with us, you hereby covenant with us that you will not:
12.2.1 For a period of 2 years after Termination:
(a) enter into any direct agreement with any Restricted Client with a view to providing services to that Restricted Client in competition with us or the Website;
(b) endeavour to solicit or entice away from us any business or custom with any Restricted Client with a view to providing services to that Restricted Client in competition with us or the Website;
(c) offer to employ or engage or otherwise endeavour to entice away from us any Restricted Person or Restricted Client;
(d) whether directly or indirectly, either on your own or with any other person or entity, endeavour to solicit or entice away from us any Restricted Consultant with a view to using the services of that Restricted Consultant in competition with us or the Website.
12.2.2 At any time after Termination, represent themselves as connected with us in any capacity, other than as a former consultant, or use any registered names or trading names associated with us and the Website.
12.2.3 You agree to pay liquidated damages in the amount of £10,000.00 or the estimated loss to us in trade, whichever figure being higher, for any violation of the covenant contained in clause 12.2 of this Agreement.
13 Force Majeure
13.1 A Party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
13.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
13.1.2 uses reasonable endeavours to minimise the effects of that event.
13.2 If, due to Force Majeure, a party:
13.2.1 is or will be unable to perform a material obligation; or
13.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 30 calendar days then the other party may terminate the Agreement on immediate written notice.
13.3 For the duration of a Force Majeure event affecting a party to this Agreement, the obligations of the other Party will be suspended for the corresponding period of time.
14.1 Compliance with law. Each party will comply and will (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its representatives will comply with all applicable laws and regulations, provided that neither party will be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or that party's Representatives.
14.2 No partnership or agency. The parties are independent of each other and are not partners, principal and agent and, save as expressly stated otherwise, this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither of the parties will have, nor will represent that it has, any authority to make any commitments on the other Party's behalf.
14.3 Variation. No variation of this Agreement will be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed (as the case may be) by, or on behalf of, each party.
14.4 Severance. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement will not be affected.
14.6.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement will operate as a waiver of that right, power or remedy, nor will it preclude or restrict any future exercise of that or any other right, power or remedy.
14.6.2 No single or partial exercise of any right, power or remedy provided by law or under this Agreement will prevent any future exercise of it or the exercise of any other right, power or remedy.
14.6.3 A waiver of any term, provision, condition or breach of this Agreement will only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.
14.7.1 Any notice given by a Party under this Agreement will:
(a) be in writing and in English;
(b) be sent to the relevant party at the address set out in this agreement (for Us) and the membership request form (for the Consultant) or, if sent by fax or email, to a fax number or email address nominated by the parties.
14.7.2 Notices may be given, and are deemed received 24 hours from delivery if sent to the correct email address and no notice of delivery failure is received.
14.7.3 All references to time are to the local time at the place of deemed receipt.
14.7.4 This clause does not apply to notice given in legal proceedings, arbitration or other dispute resolution proceedings.
14.8 Conflict within an agreement. If there is a conflict between the terms of this Agreement and the terms of any other documents referred to in this Agreement, the terms of this Agreement will prevail.
14.9.1. You may not assign, transfer, or deal in any other manner with any or all of your rights under this Agreement (each an assignment) without our prior written consent.
14.9.2 We may assign or sub-contract in any manner any or all of our obligations under this Agreement.
14.9.3 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14.10 Rights of third parties. No person other than a Party to this Agreement will have any right to enforce any of its provisions.
15 Entire agreement
15.1 The Parties agree that this Agreement (and Policies referred to herein) constitute the entire agreement between them and supersede all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
15.2 Each Party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out or referred to in this Agreement or any documents entered into pursuant to it, except in the case of fraudulent misrepresentation.
16 Governing law and jurisdiction
16.1 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales.
16.2 The Parties irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).