Terms and Conditions for Therapists
Please read these Terms and Conditions and the Client Terms and Conditions carefully before you join Expat Therapy 4U as they would apply to your partnership with the Expat Therapy 4U Platform. Joining the Expat Therapy 4U Platform assumes agreement of these terms.
DEFINITIONS
In this Agreement, the following words and expressions shall have the following meanings:
“ Agreement” means this agreement which sets out the terms and conditions upon which Expat Therapy 4U Platform shall provide the Expat Therapy 4U Platform Services to the Therapist and which comes into effect on the Effective Date;
“Booking” means scheduling the provision of Therapist Services with Therapists;
“ Client” means a person or business who books the Therapist Services;
“ Client Terms and Conditions” means the terms and conditions of service that the Therapist contracts with the Client;
“ Confidential Information” means, in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;
“ Commission” means the commission payable by the Therapist to Expat Therapy 4U Platform on the basis of a percentage of the total value of the session;
“Confidential and Proprietary Information” means any non-public information of any kind or nature in the possession of Expat Therapy 4U, including without limitation, ideas, processes, methods, systems, procedures, designs, innovations, devices, inventions, discoveries, know-how, data, techniques, models, lists of former, present and prospective customers, vendors, suppliers and employees, marketing, business or strategic plans, pricing structure, financial information, research and development information, trade secrets or other subject matter relating to Expat Therapy 4U’s products, services, businesses, operations, employees, customers or suppliers, whether in tangible or intangible form, including: (i) any information that gives Expat Therapy 4U a competitive advantage in the distribution and/or marketing of services in which Expat Therapy 4U is engaged, or (ii) any information obtained by Expat Therapy 4U from third parties to which Expat Therapy 4U owes a duty of confidentiality, or (iii) any information that was learned, discovered, developed, conceived, originated or prepared during or as a result of Therapist’s performance of any services on behalf of Expat Therapy 4U.
“Content” means all information created by Therapists, submitted to and/or published by Expat Therapy 4U on the Website including, but without limitation, blog articles, images and videos.
“Contract” means the contract between Expat Therapy 4U and the Therapist in respect of the Therapist’s use of the Website to market the Therapist Services and which incorporates these Terms;
“Intellectual Property Rights” means all intellectual property rights including without limitation, patents, trade and service marks, trade names, domain names, rights in designs, copyrights, moral rights, topography rights, rights in databases, trade secrets and know-how and in all cases whether or not registered or registrable and including registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world;
“Listing” means the creation of a Listing detailing the Therapist Services on the Website;
“Listing Information” means the information provided by Therapists in relation to a Listing, which includes, without limitation, an accurate description of the Therapist Services held by Expat Therapy 4U and published on the Website;
“Login Details” means the usernames and passwords used by Therapists to access the Account on the Website;
“Premises” means the Therapist’s office.
“Privacy Statement” means such policy in relation to data protection and privacy as is displayed on the Website from time to time;
“Purpose” means to copy, display, distribute, sub-licence, host, retain for archiving purposes, publish for Expat Therapy 4U’s own business purposes, including but not limited to purposes in respect of the Therapist Services and/or the Website;
“Therapist” means a person or business registered with Expat Therapy 4U, who is given an Account by Expat Therapy 4U and is offering to supply Therapist Services to Clients on the Website;
“Therapist Services” means the therapy sessions being supplied by the Therapist to the Client;
“Use” means having access to the Platform and “Using” shall be construed accordingly;
“ Expat Therapy 4U”, “Expat Therapy 4U Platform”, “we”, “us” and “Platform” means The International Psychology Clinic limited, whose registered office is at: Unit 24, Highcroft Industrial Estate, Horndean, Waterlooville, Hants. PO8 0BT and whose registered number is: 10877544.
“ Expat Therapy 4U Platform Services” means the benefits a Therapist may receive from Expat Therapy 4U Platform in return for paying the Commission to Expat Therapy 4U Platform;
“ Website” means the website at expatherapy4u.com
“ Working Day” means 9am - 5pm, any day other than a Saturday, Sunday or public holiday in England.
1. ENGAGEMENT
1.1. Expat Therapy 4U hereby engages the Therapist as an independent contractor, and the Therapist accepts such engagement and agrees to perform the Therapist Services for Expat Therapy 4U, all in accordance with the terms of this Agreement.
1.2. Nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.
1.3. Nothing herein shall be construed to be an offer of employment to, or an employment contract with, any person and neither party wishes to create or imply any mutuality of obligation between themselves.
1.4. The Therapist shall not hold themselves out as an employee of Expat Therapy 4U.
1.5. The Therapist shall account for any tax contribution to the appropriate authorities.
2. PROVISION OF THERAPIST SERVICES
2.1. By accepting a referral from Expat Therapy 4U, the Therapist agrees to comply with the Terms and Conditions set out in this Agreement and in the Client Terms and Conditions. Infringement of this may represent a significant breach of this Contract.
2.2. In consideration of the provision of the Therapist Services by the Therapist, the Therapist accepts to pay all relevant Commission to Expat Therapy 4U.
2.3. The Therapist shall perform the Therapist Services in accordance with all laws and regulations applicable to the Therapist Services, including all laws and regulations related to data protection.
2.4. The Therapist shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at the Premises.
2.5. The Therapist agrees not to have any contact with Clients referred from or connected to Expat Therapy 4U outside of the confines of the accepted Therapist and Client relationship, including any type of personal relationship.
2.6. The Therapist shall accept all Bookings and must only refuse to acknowledge them under extraordinary situations, otherwise the Therapist shall be found to be in violation of this Agreement and may void any fees owed to it in accordance with this Agreement.
2.7. The Therapist is liable for approving receipt of each Booking on the Platform from 1 hour to 24 hours of receipt. When the Therapist has not replied to the Booking Confirmation during the accepted timeframe of receipt, Expat Therapy 4U shall have the ability to take any steps in respect of the Booking as it finds fair in its complete discretion.
2.8. The Therapist is accountable for ensuring that all the Listing Information and Content that the Therapist uploads and publishes on the Expat Therapy 4U Platform is factual, relevant and not misleading.
2.9. The Therapist shall always provide the Therapist Services on the Expat Therapy 4U Platform at a fee equal to or less than that offered on any other website. If a Client provides proof of a lower fee available on any other website, Expat Therapy 4U retains the right to refund the difference to the Client and to amend the fees paid to the Therapist.
2.10. For online and phone Sessions, the Therapist agrees to charge the same fee as for in-office Sessions.
2.11. The Therapist is accountable for ensuring that their availability of time and date on the Expat Therapy 4U platform is held completely up-to-date so that prospective clients can access the Therapist’s availability in real time at the point of Booking the Therapist Services.
2.12. The Therapist agrees not to offer the Therapist Services to Clients referred from Expat Therapy 4U, or with any connection whatsoever to Expat Therapy 4U, outside of the agreed terms and conditions in place with Expat Therapy 4U be it on the Therapist’s own or under a different private practice.
2.13. If a Client makes a Booking through Expat Therapy 4U and the Therapist asks the Client to cancel their Booking and make a new Booking directly with the Therapist, the Therapist is in breach of this Agreement.
2.14. If a Client recommends the Therapist Service to a new potential Client, the Therapist shall request the Booking to be made through Expat Therapy 4U, otherwise the Therapist is in breach of this Agreement.
2.15. The Therapist agrees not to work or attempt to work with any Client gained whilst under direct contract (working with, for, or on behalf of Expat Therapy 4U) for a minimum period of 10 years from ending their relationship with Expat Therapy 4U.
2.16. Where Expat Therapy 4U has fair grounds to believe that the Therapist has made or is making some overt or indirect effort to prevent paying any Commission, for example, without restriction, by dishonestly flagging a Session as cancellable, the Therapist is in breach of this Agreement and this gives Expat Therapy 4U the right to withhold any remuneration due to the Therapist, until such costs or losses can be recovered, and/or disciplinary action is taken.
3. EXPAT THERAPY 4U PLATFORM SERVICES
3.1. Subject to the terms and conditions of this Agreement, Expat Therapy 4U grants the Therapist a personal, non-exclusive, nontransferable, and entirely revocable license to use the Expat Therapy 4U Platform.
3.2. The Therapist may use the Platform only for the purpose of managing Sessions of Therapist Services for and on their own behalf.
3.3. The Therapist understands that they are responsible for safeguarding their Login Details and are responsible for all transactions made using their password. The Therapist will not share their Login Details or provide access to another individual using their password.
3.4. All qualified Therapists with full professional proficiency in English, professional indemnity insurance and a clear criminal record check are eligible to use the Platform.
3.5. For all Sessions, the Expat Therapy 4U Platform shall operate and be named as a representative for the Therapist to receive and process payments on their behalf.
3.6. Nothing herein shall preclude or prohibit the Therapist from being entirely accountable and liable in delivering and offering Therapist Services to the Client.
3.7. The Therapist expressly agrees that the Therapist’s use of, or inability to use, the Platform is at the sole risk of the Therapist.
3.8. Expat Therapy 4U endeavours to provide the best service, but the Therapist understands and agrees that the Expat Therapy 4U Platform Services are provided “as is” and “as available”, without express or implied warranty or condition of any kind.
3.9. Technical assistance is provided by email only and is not a right of the Therapist.
3.10. The Therapist understands and accepts that Expat Therapy 4U may share the Therapist’s data with those third parties who need to handle it so we can provide to the Therapist the hardware, software, networking and storage to run the Platform as well as marketing and advertising support services and for optimised website services.
3.11. The Therapist agrees not to reproduce, duplicate, copy, sell, resell or exploit the whole or any portion of the Platform, use of the Platform, or access to the Platform or any contact on the Platform through which the Therapist Services is provided, without express written permission from Expat Therapy 4U Platform.
3.12. Expat Therapy 4U does not warrant that:
a. The Platform will meet the Therapist’s requirements;
b. The Platform will be uninterrupted, timely, secure, or error-free;
c. The results that may be obtained from the use of the Platform will be accurate or reliable;
d. The quality of any products, services, information, or other material purchased or obtained by the Therapist through the Platform will meet the Therapist’s requirements or expectations; or
e. Any errors in the Platform will be corrected.
3.13. The Therapist expressly understands and agrees that as regards use of the Platform, Expat Therapy 4U Platform shall not be liable for any loss or damages whatsoever (including, without limitation, damages for loss of income or profits, business interruption, loss of information, loss of data, or other intangible losses or for any indirect or consequential loss or damage) arising out of the use of or inability to use the Platform.
3.14. The Therapist agrees that any feedback or ideas the Therapist provides to Expat Therapy 4U regarding any suggested improvements thereto will be the exclusive property of Expat Therapy 4U. To the extent the Therapist owns any rights in the feedback, the Therapist agrees to assign and hereby do assign to Expat Therapy 4U all right, title and interest in and to anyfeedback or ideas.
4. ETHICAL PRACTICE AND CLIENT COMPLAINTS
4.1. The Therapist shall ensure that all actions undertaken whilst providing the Therapist Services to all Clients adhere to the highest possible professional standards and are in accordance with the Therapist’s professional setting as well as the guidelines of all professional bodies of which the Therapist is a member.
4.2. The Therapist agrees to provide high quality care to all Clients regardless of the Client’s race, religion, age, sex, sexual orientation, gender identity or gender expression, ethnic or national origin, disability, health status, socioeconomic status, marital status, or political affiliation.
4.3. The Therapist consents to the use of performance measures which reflect Client satisfaction, Client retention, Client feedback and Client outcomes for quality purposes.
4.4. Expat Therapy 4U reserves the right to publish and distribute results of the performance measures or other quality or compliance review results and will encourage the consideration of performance history in the selection of Therapist.
4.5. Expat Therapy 4U reserves the right to establish and test for English language proficiency related to Therapist Services. If substantial deficiencies are identified by Expat Therapy 4U of Therapist English language proficiency in the delivery of Therapist Service performed under this agreement, Expat Therapy 4U reserves the right to terminate this agreement.
4.6. The Therapist understands that Expat Therapy 4U will monitor the Therapist’s performance in consideration of the Therapist Service and may use the results of this monitoring to evaluate the Therapist’s ability to provide adequate Therapist Services to Clients. If the Therapist continuously fails to meet contract goals and expected results, Expat Therapy 4U may terminate the agreement.
4.7. Expat Therapy 4U retains sole authority to determine whether the Therapist’s performance under the contract is adequate.
4.8. In the event of Client complaints resulting from use of any Therapist Service provided under this Agreement, Expat Therapy 4U shall forthwith notify the Therapist.
4.9. The Therapist shall notify Expat Therapy 4U immediately of any complaints they receive directly from Clients regarding the Therapist Services.
4.10. The Therapist shall promptly address any Client complaints they receive and shall respond to the relevant Client within 24 hours from receipt, whether the complaint was received directly from the Client or through Expat Therapy 4U Platform.
4.11. To ensure the timely resolution of Client complaints that arise in connection with Therapist Service, the Therapist agrees to make all efforts to reach a resolution to any complaints within 5 working days from receipt, whether the complaint was received directly from the Client or through Expat Therapy 4U Platform.
4.12. The Therapist agrees to keep Expat Therapy 4U Platform informed of the progress and outcome of any Client complaint, whether the complaint was received directly from the Client or through Expat Therapy 4U Platform.
5. CLIENT DATA SECURITY
5.1. For the purpose of this clause, the terms “personal data”, “data processing”, “process” or “processing”, “data controller” or “controller”, “data processor” or “processor”, “data subject” and “special categories of personal data” shall have the meaning given to them in the Applicable Data Protection Law.
5.2. Expat Therapy 4U Platform and the Therapist agree that, with respect to the provision of Therapist Services, the Therapist is the data processor and Expat Therapy 4U is the data controller.
5.3. When the Therapist processes personal data of the Client in their capacity as data processor, the Therapist shall:
a. comply with all applicable Data Protection Laws in the Processing of Client Personal Data;
b. and not process Client Personal Data other than on the relevant Expat Therapy 4U’s documented instructions.
5.4. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Therapist shall, in relation to the Client Personal Data, implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
5.5. In assessing the appropriate level of security, the Therapist shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
5.6. The Therapist shall not appoint (or disclose any Client Personal Data to) any Subprocessor unless required or authorized by Expat Therapy 4U.
5.7. Taking into account the nature of the Processing, the Therapist shall assist Expat Therapy 4U by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Expat Therapy 4U Platform obligations, as reasonably understood by Expat Therapy 4U, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
5.8. The Therapist shall:
a. promptly notify Expat Therapy 4U if they receive a request from a Data Subject under any Data Protection Law in respect of Personal Data;
b. and ensure that they do not respond to that request except on the documented instructions of Expat Therapy 4U or as required by Applicable Laws to which the Therapist is subject, in which case the Therapist shall to the extent permitted by Applicable Laws inform Expat Therapy 4U of that legal requirement before the the Therapist responds to the request.
5.9. The Therapist shall notify Expat Therapy 4U without undue delay upon the Therapist becoming aware of a Personal Data Breach affecting Company Personal Data, providing Expat Therapy 4U with sufficient information to allow Expat Therapy 4U to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
5.10. The Therapist shall co-operate with Expat Therapy 4U and take reasonable steps as are directed by Expat Therapy 4U to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
5.11. The Therapist shall provide reasonable assistance to Expat Therapy 4U with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
5.12. Subject to this section 5, the Therapist shall make available to Expat Therapy 4U on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Expat Therapy 4U or an auditor mandated by Expat Therapy 4U in relation to the Processing of the Client Personal Data by the Therapist.
5.13. The Therapist may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of Expat Therapy 4U. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
6. THERAPIST WARRANTIES AND INDEMNITY
6.1. The Therapist shall include any Content and Listing Information to Expat Therapy 4U Platform that they fairly need in order to offer the Expat Therapy 4U Platform Services.
6.2. The Therapist grants to Expat Therapy 4U a royalty-free, exclusive, perpetual, irrevocable license to use, copy, edit, adapt, publish, reproduce, translate, sub-license, create derivative works from, make available, communicate, display, store and distribute any Listing Information and/or Content (in whole or part) and/or to incorporate it in other works in any form, format, media, or technology now known or later developed (including without limitation in print, digital and electronic form) throughout the world in accordance with the provisions of these Terms. By submitting the Listing Information and the Content, the Therapist warrants that it has the right to grant this license.
6.3. It is Expat Therapy 4U sole discretion whether or not it chooses to publish or otherwise make available Listing Information and/or Content on the Expat Therapy 4U Platform.
6.4. For the avoidance of any doubt, the Therapist acknowledges and agrees that Expat Therapy 4U may:
a. remove the Content and/or Listing Information at our sole discretion (even if the Therapist has not breached these Terms);
b. use all or part of the Content and/or Listing Information in promoting our products and services;
c. modify the Content and/or Listing Information in any way at our sole discretion.
6.5. Notwithstanding, the Therapist acknowledges that Expat Therapy 4U is not responsible for checking, monitoring or moderating any Content and/or Listing Information and the Therapist remains solely responsible for all Listing Information.
6.6. By uploading or submitting Content and/or Listing Information to the Expat Therapy 4U Platform, the Therapist warrants and represents that it is the sole author of and owner of all proprietary rights in the Content and/or Listing Information. If the Content and/or Listing Information include any material proprietary to a third party, the Therapist warrants that it has obtained the permission of such third party owners to use their material in accordance with the provisions of these Terms.
6.7. The Therapist warrants and represents that the Content and/or Listing Information will not be inappropriate. Without limitation, Content and/or Listing Information will be considered inappropriate if:
a. It is defamatory, plagiarized, abusive, malicious, threatening, false, misleading, offensive, insulting, discriminatory, profane, harassing, racist, sexist, indecent, obscene, pornographic or hateful;
b. It is in breach of confidentiality or another person’s privacy,
c. It prejudices any active legal proceedings of which you are aware;
d. It contains accusations of impropriety or personal criticism of our staff;
e. It infringes any intellectual property rights proprietary to us or any other third party;
f. It is technically harmful (including without limitation computer viruses, logic bombs, trojan horses, worms, harmful components, corrupted data or other malicious software, harmful data or conduct);
g. It advertises or promotes any product or service or makes any requests for donations or financial support;
h. It is spam or junk content;
i. It impersonates another person or otherwise misrepresents your identity, affiliation or status;
j. It would be considered a criminal offence, or gives rise to civil liability, or is otherwise unlawful; and/or
k. is in breach of these Terms.
6.8. The Therapist must not attempt to avoid or undermine any protections we put in place for the security and operation of the Expat Therapy 4U Platform.
6.9. The Therapist must not attempt to gain unauthorised access to Expat Therapy 4U Platform, the server on which the Expat Therapy 4U Platform is hosted or any server, computer or database connected to the Expat Therapy 4U Platform or to attack the Expat Therapy 4U Platform via a denial of service attack. By breaching the provisions of this clause, the Therapist may be committing a criminal offence. Expat Therapy 4U shall report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing the Therapist’s identity to them and the Therapist’s right to use the Expat Therapy 4U Platform shall immediately and automatically cease.
6.10. Unless the Therapist has Expat Therapy 4U express permission to do so, the Therapist must not re-submit any Content and/orListing Informationwhich have previously been removed.
6.11. The Therapist shall indemnify Expat Therapy 4U on demand and keep Expat Therapy 4U indemnified against all liabilities, losses, damages, costs, claims and expenses (including any professional costs and expenses) suffered or incurred by Expat Therapy 4U arising out of or in connection with any breach or alleged breach by the Therapist of this clause 6.
6.12. The Therapist undertakes to defend Expat Therapy 4U from and against any claim or action by a third party that the use or possession of any Content and/orListing Information submitted or uploaded to the Expat Therapy 4U Platform by the Therapist infringes the intellectual property of such third party (“IPR Claim”), and shall on demand indemnify us and keep us indemnified against all liabilities, losses, damages, costs, claims and expenses (including any professional costs and expenses) suffered or incurred by us arising out of or in connection with any such IPR Claim.
6.13. This clause shall survive the termination or expiration of this Agreement.
7. COMMISSION, CANCELLATIONS AND PAYMENTS
7.1. Registration and uploading a Listing on the Expat Therapy 4U Platform are free of charge.
7.2. Any Session between the Therapist and Clients arranged through the Expat Therapy 4U Platform and paid for via the Expat Therapy 4U Platform is subject to a fee amounting to 30 percent of the cost of such Session.
7.3. Expat Therapy 4U may increase or decrease the Commission rates at our absolute discretion and will endeavour to notify Therapist by email prior to any such increase or decrease.
7.4. All Payments are processed through Stripe and the Therapist is required to have a Stripe account and link it to the Expat Therapy 4U Platform.
7.5. The Therapist acknowledges and agrees that Therapist use of Stripe is subject to the Stripe Services Agreement. By using the Expat Therapy 4U Platform, Therapist agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.
7.6. Expat Therapy 4U shall have no liability in contract, tort, including, without limitation, negligence, or otherwise for any loss or cost suffered or incurred by Therapist arising out of or in connection with Therapist use of Stripe.
7.7. With regards to all Bookings, the Therapist is obliged to adhere with the cancellation and rescheduling policy set out in the Client Terms and Conditions. In summary, as follows:
a. Appointment times are reserved in advance, and 48 hours notice is required for cancellations and rescheduling. No refunds are payable for missed or cancelled Sessions with less than 48 hours notice.
b. Therapist agrees and acknowledges that Clients are entitled to and shall be provided with a full refund provided that cancellation takes place up to 48 hours prior to the time of their Session with Therapist.
c. Health insurance clients may forfeit a session as a result of cancellations, since some insurers do not cover for missed appointments.
d. If a Client asks to reschedule a Session with more than 48 hours notice, the Client can choose an alternative Session date and time. In the event that a Therapist is unwilling to accept the requested change of time and date, Expat Therapy 4U will consider the Session as cancelled by the Client and the Therapist shall refund the Session in full.
e. The Client is not going to be charged for the Therapist’s absences.
f. If the Therapist asks a Client to reschedule a Session, Expat Therapy 4U will consider the Session as cancelled by the Therapist and the Therapist shall refund the Session in full in the event that the Client is unable to accept such a change.
7.8. The Therapist shall keep sufficient funds in their Stripe account to cover cancellations of all active Sessions, by either the Therapist or by Clients.
7.9. The Therapist shall inform Expat Therapy 4U by email if at any time there are insufficient funds in their Stripe account to cover cancellations of all Therapist’s active Sessions with Clients; and/or in the event the Therapist cancels a Session.
8. TERM OF THE AGREEMENT
8.1. This Agreement begins on the Effective Date and will continue until terminated by Expat Therapy 4U or by the Therapist.
8.2. This Agreement may be terminated by either party with immediate effect by written notice, in the event that:
a. the other party is in breach in any material respect of any representation, warranty, covenant or agreement contained in this Agreement such that the conditions to the non-breaching party’s obligation to consummate the transactions contemplated by this Agreement would not be satisfied, the terminating party has notified the other party of the breach, and such breach has continued without cure for a period of ten (10) Business Days after the notice of breach;
b. the other party is in persistent breach of this Agreement;
c. an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
d. the other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
e. the other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under the Agreement);
f. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
g. the other party ceases, or threatens to cease, to carry on business.
8.3. If the Therapist wants to terminate this Agreement and no substantive violation has arisen, the Therapist shall request, in writing, that their profile be either removed or disabled. In this scenario, Sessions must be completed for all active Expat Therapy 4U Clients before the Therapist’s account is removed or disabled.
9. CONFIDENTIALITY
9.1. The Therapist acknowledges that they may be furnished or may otherwise receive or have access to Confidential and Proprietary Information which relates to the Expat Therapy 4U’s past, present or future products, future services, business plans, vendor lists, creative works, marketing strategies, pending projects and proposals, and any other Confidential and Proprietary Information which gives the Expat Therapy 4U Platform an opportunity to acquire an advantage over its competitors who do not know or use the Confidential and Proprietary Information.
9.2. Therapist agrees to preserve and protect the confidentiality of the Confidential and Proprietary Information and all physical forms thereof, whether disclosed to Therapist before this Agreement is signed or afterward.
9.3. In addition, Therapist shall not disclose or disseminate the Confidential and Proprietary Information to any third party and shall not use the Confidential and Proprietary Information for their own benefit or for the benefit of any third party.
9.4. Without limiting the generality of the foregoing, Therapist shall be prohibited from discussing the Expat Therapy 4 Platform with a representative of the press or media, either directly or indirectly, without the Expat Therapy 4 Platform’s express prior written approval.
9.5. This clause shall survive the termination or expiration of this Agreement.
10. LIABILITY AND INSURANCE
10.1. Expat Therapy 4U total liability in contract, tort (including, without limitation, negligence) or otherwise arising out of or in connection with or in relation to our supply or non-supply or purported supply or delay in supply of services under this Agreement or otherwise out of or in connection with or in relation to this Agreement (including the performance of our obligations hereunder) or any transaction or matter contemplated by them shall be limited to the Commission due and payable to Expat Therapy 4U on the date of the event giving rise to the relevant claim, in aggregate. The limitation of Liability under this Clause has effect in relation both to any liability expressly provided for under these Terms and to any liability arising by reason of the invalidity or unenforceability of any term of these Terms.
10.2. Expat Therapy 4U will under no circumstances whatever be liable to Therapist, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for any loss of profits, sales, business, or revenue, loss or corruption of data, information or software, loss of business opportunity, loss of anticipated savings, loss of goodwill or any indirect or consequential loss howsoever arising, and including, without limitation, any loss in respect of which you have notified Expat Therapy 4U may be incurred.
10.3. The Therapist shall obtain and maintain at all times while the Therapist commits to provide or provides Therapist Services to Clients through the Expat Therapy 4U Platform and for a period of 3 years following the Therapist ceasing to commit to provide or provide Therapist Services to Clients through the Expat Therapy 4U Platform - at the Therapist’s own expense - such policies of insurance in such indemnity amounts as prescribed or recommended by the Therapist professional accreditation body. In the event the Therapist professional accreditation body does not recommend specific policies of insurance or indemnity amounts, the Therapist shall effect and maintain at least a general liability.
10.4. This clause shall survive the termination or expiration of this Agreement.
11. OUR RIGHT TO VARY THESE TERMS
11.1. We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
11.2. Revisions or amendments to these Terms will be notified to Therapist by way of marketing materials, emails or such other methods as we shall determine.
12. GENERAL
12.1. The Therapist agrees that while it is providing the Therapist Services, that its access to Proprietary Information, Procedures, Policies, Design Ideas and relationship with Expat Therapy 4U, may be incompatible with the entry into business relations by the Therapist with any business in competition with Expat Therapy 4U. The Therapist confirms that it has no current business relationships or ongoing obligations which are incompatible with this Agreement and the performance of Therapist Services.
12.2. The Therapist confirms that, during the term of this Agreement and for a period of 5 years hence, the Therapist will not use any commercial information gained directly or indirectly through Expat Therapy 4U to form or to enter into business relationships with any person or business in direct competition with Expat Therapy 4U.
12.3. If any provision of an Agreement is found by a court or other competent authority to be be illegal, invalid or unenforceable, that provision shall be deemed to be deleted from the Agreement and the remaining provisions of the Agreement shall continue in full force and effect.
12.4. All Content included in or made available through the Expat Therapy 4U Platform (with the exception of Listing Information) such as text, graphics, logos, button icons, images, audio clips, digital downloads, videos, articles, data compilation, and software is property of Expat Therapy 4U and is protected by English and International copyright laws. Nothing in this Agreement shall give the Therapist any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith.
12.5. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.
12.6. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
12.7. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
13. LAW AND JURISDICTION
13.1. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), will be governed by English law. Any dispute or claim arising out of or in connection with these Terms (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England and Wales.
The International Psychology Clinic limited, Unit 24, Highcroft Industrial Estate, Horndean, Waterlooville, Hants. PO8 0BT
Company number: 10877544.