Client Platform Terms of Use

These Client Platform Terms of Use apply to Clients (as defined below) who access or use the Platform.

By creating an account, clicking “I agree”, or accessing or using the Platform as a Client, you agree to be bound by these Terms of Use.

1. BACKGROUND

• (a) The Platform Operator operates the Platform, an online directory and marketplace that connects registered Therapists, psychedelic therapy specialists, authorised prescribers and dosing room providers, and facilitates certain ancillary administrative services, including marketing, introductions, scheduling and payment processing.
• (b) The Platform Operator does not itself provide clinical, psychological, psychiatric, medical or health services and is not a party to any therapeutic relationship between any Therapist, any Specialist, any Authorised Prescriber, any Dosing Room Provider or any Client.
• (c) You have been invited to access the Platform by your Therapist via a unique link generated by the Platform. You wish to access and use the Platform to view your therapy timeline, schedule, progress and related information in connection with psychedelic-assisted therapy or related services, subject to these Terms of Use.
• (d) These Terms of Use form a legally binding agreement between you (the Client) and the Platform Operator governing your access to and use of the Platform.

2. DEFINITIONS

Account means the online account created by or on behalf of the Client to access the Platform.

Agreement means these Client Platform Terms of Use, as amended from time to time.

Applicable Law means all laws, regulations, rules and guidelines applicable to the Client, including health records and privacy legislation.

Authorised Prescriber means a psychiatrist or other medical practitioner with the necessary approvals or authorities to prescribe relevant psychedelic or other scheduled medicines for a client, as required under Applicable Law.

Clinical Services means any assessment, diagnosis, treatment, counselling, psychotherapy, prescribing, monitoring, integration or other clinical or therapeutic services provided to a Client by any Therapist, Specialist, Authorised Prescriber or other health practitioner.

Confidential Information means all information of or relating to a party that is not publicly available, including technical, operational, commercial, financial, client or clinical information, and any information identified or that should reasonably be understood as confidential, but excludes information that is in or enters the public domain other than through breach of this Agreement.

Specialist means a psychedelic therapist or other specialist who has been separately onboarded by the Platform Operator and whose profile is listed in the Platform directory.

Dosing Room Provider means an individual or entity that owns or controls premises or rooms suitable for psychedelic dosing sessions and that is separately contracted with the Platform Operator.

Fees means all amounts payable by the Client in connection with the Services under this Agreement, including any booking, session, treatment or transaction fees, as published on the Platform or otherwise notified in writing.

Intellectual Property Rights means all present and future intellectual and industrial property rights, including copyright, trade marks, designs, patents, domain names, business names, trade secrets, know-how, confidential information and all similar rights, whether registered or unregistered, anywhere in the world.

Client means the individual who has been invited to access the Platform by a Therapist and who uses the Platform to view their therapy timeline, schedule and related information, and includes any person acting on their behalf with their consent.

Client Data means all data, information, content and materials (including health information and clinical notes) uploaded to, stored on or transmitted through the Platform by or on behalf of the Client, but excluding Platform Content.

Platform has the meaning given above and includes all associated websites, portals, interfaces, applications, tools and functionality made available by the Platform Operator.

Platform Content means all data, text, graphics, images, audio, video, software, code, tools, templates, protocols, information sheets, workflows and other materials provided or made available by the Platform Operator through the Platform, excluding Client Data.

Services means the platform services provided by the Platform Operator to Clients via the Platform, including therapy timeline viewing, scheduling information, progress tracking, communications and payment processing, but excluding Clinical Services.

Term has the meaning given in clause 3.3.

Therapist means any psychiatrist, psychologist, doctor, trained psychotherapist, nurse, Indigenous therapist, counsellor, provisional psychologist or other mental health practitioner using the Platform, and includes any organisation that employs or engages such individuals.

3. ACCEPTANCE, TERM AND AMENDMENTS

3.1 Acceptance

By creating an Account, clicking “I accept” or similar, or accessing or using the Platform as a Client, you agree to be bound by this Agreement.

3.2 Capacity

The Client represents and warrants that they are at least 18 years of age and have full legal capacity to enter into and perform this Agreement.

3.3 Term

This Agreement commences on the date the Client first accepts it and continues until terminated in accordance with clause 12 (Term).

3.4 Amendments

The Platform Operator may amend this Agreement from time to time by publishing an updated version on the Platform and/or notifying the Client via the Platform or email. Continued use of the Platform after the effective date of an amendment constitutes acceptance of the amended Agreement.

4. PLATFORM ACCESS AND ACCOUNT MANAGEMENT

4.1 Account registration

To use the Platform, the Client must:

• (a) create an Account using the unique link provided by their Therapist and provide all information reasonably requested by the Platform Operator; and
• (b) ensure that all information provided is true, accurate, current and complete, and promptly update it if it changes.

4.2 Credentials and security

The Client must:

• (a) keep login credentials secure and not share them with unauthorised persons; and
• (b) promptly notify the Platform Operator if they suspect any unauthorised access to or misuse of their Account.

4.3 Platform changes

The Platform Operator may modify, enhance, replace or discontinue any feature or part of the Platform at its discretion, provided that any material adverse change to paid Services will be notified where reasonably practicable.

5. ROLE OF THE PLATFORM OPERATOR

5.1 Facilitator only

The Client acknowledges and agrees that the Platform Operator:

• (a) provides the Platform as a facilitator and coordination tool to enable the Client to view their therapy timeline, schedule, progress and related information;
• (b) does not provide and is not responsible for any Clinical Services;
• (c) is not a party to any contractual or therapeutic relationship between the Client and any Therapist, Specialist, Authorised Prescriber or Dosing Room Provider;
• (d) does not supervise, direct, control or guarantee the acts or omissions of any Therapist, Specialist, Authorised Prescriber or Dosing Room Provider; and
• (e) does not endorse, recommend or guarantee the qualifications, competence, suitability or availability of any Therapist, Specialist, Authorised Prescriber or Dosing Room Provider listed on the Platform.

5.2 No medical or therapeutic advice

Nothing on the Platform or in this Agreement constitutes clinical, medical, psychological, legal, financial or other professional advice. The Client must rely on their own Therapist, Specialist, Authorised Prescriber and other qualified health professionals for all clinical and medical decisions.

5.3 Informational materials

Any documents, information sheets, guides, protocols or other materials provided or made available by the Platform Operator through the Platform are for general informational purposes only and do not constitute medical advice, a diagnosis, a treatment recommendation or a substitute for professional clinical judgment. The Client must consult their treating clinician before acting on any such materials.

5.4 No guarantees

The Platform Operator does not guarantee that:

• (a) any Clinical Services will achieve any particular outcomes or results;
• (b) the Platform will be continuously available, error-free or secure; or
• (c) any information on the Platform is complete, accurate or up to date.

6. USE OF THE PLATFORM

6.1 Permitted use

The Client may use the Platform solely for:

• (a) viewing their therapy timeline, schedule, treatment progress and related information;
• (b) communicating with their Therapist, Specialist or Authorised Prescriber through the Platform (where such functionality is available);
• (c) uploading or receiving documents (such as GP referral letters, treatment summaries, consent forms or test results) for transmission to clinicians involved in their care;
• (d) making payments for Clinical Services or related bookings facilitated through the Platform; and
• (e) any other purpose expressly authorised by the Platform Operator.

6.2 Prohibited conduct

The Client must not:

• (a) use the Platform for any unlawful purpose or in breach of Applicable Law;
• (b) upload or transmit any content that is defamatory, misleading, deceptive, offensive, discriminatory or otherwise inappropriate;
• (c) interfere with or disrupt the operation of the Platform, or attempt to gain unauthorised access to any system or data;
• (d) share, transfer or provide access to their Account to any other person (unless authorised by the Platform Operator); or
• (e) use the Platform to obtain access to Clinical Services or health professionals outside of the arrangements facilitated through the Platform.

6.3 Document management

The Client acknowledges that:

• (a) the Platform Operator provides document upload and transmission features for identity verification, registration, and clinical protocol documentation;
• (b) the Platform Operator may store documents for the purpose of transmitting them to the relevant recipient and for operational and compliance purposes; and
• (c) the Client is responsible for retaining their own copies of any documents uploaded to or received through the Platform.

6.4 Closed platform

The Client acknowledges and agrees that:

• (a) the Platform is a closed, invitation-only system that is not publicly accessible, and access is granted solely through a unique link provided by a Therapist;
• (b) the Platform does not advertise, market or promote any Clinical Services, psychedelic medicines or health practitioners to the general public;
• (c) the Client’s access to the Platform is for the sole purpose of managing their existing therapeutic relationship with their Therapist and related clinicians; and
• (d) the Client must not share their login credentials, unique access link or any Platform content with any third party, and must not use the Platform to solicit, refer or introduce any person to Clinical Services or health practitioners listed on the Platform.

7. FEES, PAYMENTS AND BILLING

7.1 Fees

The Client agrees to pay the Fees for any Clinical Services or bookings facilitated through the Platform, as published on the Platform or otherwise communicated by the Platform Operator or the relevant Therapist, Specialist or Authorised Prescriber.

7.2 Payment processing

The Platform Operator may facilitate payment collection and processing on behalf of Therapists, Specialists or Authorised Prescribers. The Client acknowledges that the Platform Operator acts as a payment intermediary only and is not the provider of Clinical Services.

7.3 Taxes

Unless expressly stated otherwise, all Fees are exclusive of GST and other applicable taxes.

7.4 Refunds and cancellations

Any refund or cancellation of Clinical Services is subject to the cancellation policy of the relevant Therapist, Specialist or Authorised Prescriber and any terms published on the Platform. The Platform Operator is not responsible for refund decisions relating to Clinical Services.

8. INTELLECTUAL PROPERTY

8.1 Platform IP

All Intellectual Property Rights in the Platform and Platform Content are and remain owned by the Platform Operator (or its licensors). Nothing in this Agreement assigns any such rights to the Client.

8.2 Licence to use Platform

Subject to the Client’s compliance with this Agreement and payment of all Fees, the Platform Operator grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Platform for the Term solely for the purposes described in this Agreement.

8.3 Client Data

The Client retains ownership of Client Data. The Client grants the Platform Operator a non-exclusive, worldwide, royalty-free licence to use, host, store, reproduce, modify and display Client Data as reasonably necessary to operate the Platform and provide the Services.

9. CONFIDENTIALITY AND PRIVACY

9.1 Confidentiality

Each party must keep the other party’s Confidential Information confidential and not use it except for the purposes of this Agreement.

9.2 Privacy

The Client acknowledges the Platform Operator’s privacy policy as published on the Platform from time to time and agrees that the Platform Operator may handle personal information in accordance with that policy and Applicable Law.

9.3 Health information

The Client acknowledges and consents to the Platform Operator collecting, storing, using and disclosing their health information to the extent reasonably necessary to operate the Platform and facilitate the coordination of Clinical Services between the Client’s treating clinicians. The Platform Operator will handle health information in accordance with its privacy policy and Applicable Law.

10. WARRANTIES, DISCLAIMERS AND RISK ALLOCATION

10.1 Client warranties

The Client warrants that:

• (a) all information provided to the Platform Operator is accurate and not misleading;
• (b) they will comply with all Applicable Law in connection with their use of the Platform; and
• (c) they have obtained any consents required to share personal or health information via the Platform.

10.2 Platform Operator disclaimers

To the maximum extent permitted by Applicable Law, the Platform Operator:

• (a) excludes all statutory or implied warranties, representations and guarantees in relation to the Platform and Services that are not expressly stated in this Agreement;
• (b) does not warrant that the Platform will be uninterrupted, error-free or secure, or that it will meet the Client’s particular needs;
• (c) is not responsible for, and has no liability in respect of, any Clinical Services, any acts or omissions of Therapists, Specialists, Authorised Prescribers, Dosing Room Providers or any clinical outcomes or client harm; and
• (d) is not responsible for, and has no liability in respect of, any act, omission, negligence or default of a Dosing Room Provider, including in relation to the preparation, maintenance, equipment, hygiene, safety or regulatory compliance of a dosing facility.

10.3 Non-excludable rights

Nothing in this Agreement excludes or limits any rights, remedies or guarantees that cannot be excluded under Applicable Law (including the Australian Consumer Law). Where such rights apply, and to the extent permitted, the Platform Operator’s liability is limited, at its option, to resupplying the relevant Services or paying the cost of having them resupplied.

10.4 Limitation of liability

Subject to clause 10.3 and to the maximum extent permitted by Applicable Law:

• (a) the aggregate liability of the Platform Operator to the Client for all claims arising under or in connection with this Agreement in any 12-month period is limited to the total Fees paid by the Client to the Platform Operator in that period; and
• (b) the Platform Operator is not liable for any indirect, consequential, special, punitive or exemplary loss, or any loss of profits, revenue, goodwill or anticipated savings.

11. INDEMNITY

• (a) The Client indemnifies and holds harmless the Platform Operator and its officers, employees and contractors from and against any loss, damage, claim, liability, cost or expense (including reasonable legal costs) arising out of or in connection with:
  • (i) any breach of this Agreement by the Client;
  • (ii) any breach of Applicable Law by the Client;
  • (iii) any claim relating to the Client’s use of the Platform; or
  • (iv) any allegation that Client Data infringes a third party’s rights.
• (b) The indemnity in this clause 11 is reduced to the extent that the loss or liability is caused by the negligence or wilful misconduct of the Platform Operator.

12. SUSPENSION AND TERMINATION

12.1 Suspension

The Platform Operator may suspend or restrict the Client’s access to the Platform immediately if it reasonably suspects that the Client has breached this Agreement or Applicable Law, or that continued access creates a risk to safety or security.

12.2 Termination by Platform Operator

The Platform Operator may terminate this Agreement at any time by removing or disabling the Client’s Account.

12.3 Termination by Client

The Client may terminate this Agreement at any time by ceasing all access to and use of the Platform and requesting closure of their Account.

12.4 Consequences of termination

On termination or expiry of this Agreement:

• (a) the Client’s licence to use the Platform immediately ceases and access to the Account may be disabled;
• (b) the Platform Operator may retain Client Data as required for its legitimate business purposes and Applicable Law, subject to privacy obligations; and
• (c) clauses that by their nature are intended to survive (including clauses concerning Confidential Information, Client Data, Intellectual Property Rights, limitation of liability, indemnities and this clause 12.4) will continue in force.

13. DISPUTE RESOLUTION

• (a) If a dispute arises between the parties in connection with this Agreement, either party may give written notice to the other describing the dispute.
• (b) Senior representatives of the parties must use good faith efforts to resolve the dispute within 20 Business Days after the notice is given, which may occur by email, telephone or online meeting.
• (c) If the dispute is not resolved within that period, either party may commence court proceedings in accordance with clause 14. Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief.

14. GOVERNING LAW

• (a) This Agreement is governed by the laws of Victoria, Australia.
• (b) Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

15. GENERAL

15.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, understandings and agreements regarding the Client’s use of the Platform.

15.2 Variation

Except as expressly permitted in clause 3.4, any variation to this Agreement must be in writing and accepted by the Platform Operator.

15.3 Assignment

The Client must not assign, novate or transfer any of their rights or obligations under this Agreement without the Platform Operator’s prior written consent. The Platform Operator may assign or novate its rights and obligations to a related body corporate or purchaser of its business.

15.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force.

15.5 Waiver

No failure or delay in exercising any right under this Agreement operates as a waiver. A waiver must be in writing and clearly communicated by the waiving party.

15.6 Notices

Notices under this Agreement may be given by email or via the Platform’s notification functionality. A notice is deemed received when sent, unless the sender receives a delivery failure message.