Terms & Conditions

1. Terms of Access to the Website

1.1 Introduction

(a) This website (referred to in these terms of access as the Website) is owned and operated by [owner], who is referred to in these terms of access (Terms of Access) as “we”, “us”, “our” and similar grammatical forms

(b) The material on the Website is copyright © [2019] [ I. C. Mirth Sydney PTY Limited ] and/or other copyright owners.

(c) The Website is available for you to:

(i) Access conditional on your acceptance without alteration of the terms and conditions set out below. By continuing to access the Website you are agreeing to these Terms of Access; and

(ii) Access the My Resolve patient portal and online services platform (the Platform ) upon registration of you as a My Resolve registered patient and your acceptan ce of the terms and conditions of use of the Platform at ( Terms of Use of the Platform ).

1.2 Use of Material on the Website Generally

(a) Except for the limited use set out in para 1.1(c)(i) above you may not use the Website, or the material con tained on it, for any purpose. This involves:

(i) the reproduction of the material in any material form;

(ii) the distribution of the material in any material form;

(iii) re-transmission of the material by any medium of communication;

(iv) uploading and/or reposting the material to any other site on the Internet;

(v) “framing” the material on the Website with other material on any other website.

The above are unlawful in any jurisdiction and are specifically prohibited by these Terms of Access.

(b) Notwithstanding the above restrictions on use of the material on the Website, you may view and copy material from the Website for your personal non-commercial use provided you do not remove any copyright and trade mark notices contained on the material.

(c) You may not modify or copy:

(i) the layout of the Website; or

(ii) any computer software and code contained in the Website.

(d) We reserve all intellectual property rights, including, but not limited to, copyright in material and/or services provided by it. The material provided on the Website is provided for personal use only and may not be:

(i) re-sold and/or re-distributed in any material form;

(ii) stored in any storage media; and/or

(iii) re-transmitted in any media, without our prior written consent.

1.3 Links to Other Websites

(a) EThis Website contains links to sites on the Internet owned and operated by third parties and which are not under our control.

(b) In relation to the other sites on the Internet, which are linked to the Website, we:

(i) provide the links to other sites as a convenience to you and the existence of a link to other sites does not imply any endorsement by us of the contents of the linked site; and

(ii) is not responsible for the material contained on those linked sites.

1.4 Disclaimer 1

(a) We give no warranty, guarantee or representation about the accuracy, reliability or timeliness or otherwise, of the information contained on the Website, the Platform and/or linked sites on the Internet.

(b) To the full extent permitted by law we disclaim any and all warranties, express or implied, regarding:

(i) the accuracy, reliability, timeliness or otherwise of any information contained or referred to on the Website, the Platform and/or of any linked sites; and

(ii) merchantability or fitness for any particular purpose for any service or product contained or referred to on the Website, the Platform and/or on any linked sites.

(c) We will not be liable under any circumstances for any loss of profits or any damages of any kind recognised by law (even if it has been advised of the possibility of such loss of profits or damages) which are the consequence of you:

(i) acting, or failing to act, on any information contained on or referred to on the Website, the Platform and/or any of the linked Websites; and

(ii) using or acquiring, or your inability to use or acquire, any service or product contained or referred to on the Website, the Platform and/or any linked sites.

1.5 Disclaimer 2

(a) We do not warrant guarantee or make any representation that:

(i) the Website, the Platform, and/or the server that makes the Website and/or Platform available on the Internet are free of software viruses;

(ii) the functions contained in any software contained on the Website and/or the Platform will operate uninterrupted or are error-free; and

(iii) errors and defects in the Website and/or the Platform will be corrected.

(b) We are not liable to you for:

(i) errors or omissions in the Website, the Platform, or linked sites on the Internet;

(ii) delays to, interruptions of or cessation of the services provided in the Website, the Platform or linked sites; and

(iii) defamatory, offensive or illegal conduct of any user of the Website or the Platform, whether caused through our negligence or the negligence of our employees, independent contractors or agents, or through any other cause.

(c) You agree to accept the full cost of any necessary repair, correction and maintenance of any of your computer software or hardware, which may be necessary as a consequence of you accessing the Website and/or the Platform.

1.6 Limitation of liability

Clause 1.4 (disclaimer 1) and/or clause 1.5 (disclaimer 2) may not apply to you in jurisdictions in which limitations on or exclusions of warranties or liabilities are not permitted by law. To the full extent permitted by law our liability for any implied warranty or condition is limited, at our choice, to one or more of the following:

(a) If the breach of an implied warranty or condition relates to services:

(i) the supply of the services again; or

(ii) the payment of the cost of having the services supplied again; and

(b) if the breach of an implied warranty or condition relates to goods:

(i) the replacement of the goods or the supply of equivalent goods;

(ii) the repair of such goods; or

(iii) the payment of the cost of replacing the goods or acquiring equivalent goods, or having the goods repaired.

1.7 Use of Personal Information Gathered

(a) We and any people or legal entities authorised by us may gather and process the personal information:

(i) which you may provide when accessing the Website, such as your name, address, e-mail address and other personal information about you; and

(ii) regarding the way in which you use the Website including, without limitation, information acquired through the use of "cookies" delivered to your computer when you access our Website.

(c) We will comply with the Australian Privacy legislation in respect to our collection, storage and use of your personal information. Please refer to our Privacy Policy for details of how we collect, store and use your personal information.

(d) We do not collect sensitive information or health information except via the Platform. The terms and conditions of the collection and use of, and our privacy policy relating to, that sensitive information or health information is at.

1.8 Termination of Access

We may terminate access to the Website at any time without giving any explanation or justification for the termination of access, and we have no liability for any costs, losses or damages of any kind arising as a consequence of terminating access to the Website.

1.9 Alteration of Terms of Access

We reserve the right to change these Terms of Access:

(a) with or without further notice to you; and

(b) without giving you any explanation or justification for such change.

1.10 Intellectual Property Rights

All logos, icons, brand names or service names that identifying the owner and operator of this Website are our copyright property or our trade marks or service marks. All other trade marks or service marks on this Website are the property of their respective owners. You must obtain written permission before reusing any copyrighted material that is published on this website other than as permitted in paragraph 1.2(b). Any unauthorized use of the materials appearing on this Website may violate copyright, trade mark and other property rights or legal protections and could result in criminal or civil penalties.

1.11 Relevant Jurisdiction

(a) If any part of these Terms of Access is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of these Terms of Access and the severed part will not affect the validity and enforceability of any remaining provisions.

(b) These Terms of Access will be governed by and interpreted in accordance with the law of New South Wales of Australia, without giving effect to any principles of conflicts of laws.

(c) You agree to the jurisdiction of the courts of New South Wales of Australia to determine any dispute arising out of these Terms of Access.

2 Terms of Use Relating to the My Resolve Platform.

2.1 Introduction

The meanings of capitalised terms in the Terms of Access to the Website at [I. C. Mirth Sydney PTY Limited] apply to these Terms of Use of the Platform unless the context otherwise requires. Any provisions in the Terms of Access that expressly or by implication apply to the use of the Platform are deemed to be incorporated in these Terms of Use of the Platform, unless the contrary is indicated in these Terms of Use of the Platform.

2.2 The Function and Purpose of the Platform

The Platform is an online portal for psychological therapists and counsellors (each a Therapist) to provide psychological counselling and related services to persons registered on the Platform as patients (each a Patient) and for the Therapist and the Patient to communicate with each other, using online and other remote means including the matters detailed in paragraph 2.3 (Primary Purpose).

2.3 Outline of the Features and Functionality of the Platform

The Platform involves the following features functionalities and provision of services. This list is not an exhaustive list and further features and elements may be incorporated into the Platform. The services provided by the Therapist and us to the Patient via the Platform are referred to as Online Services.

(a) The Patient is issued with a personal and unique login and a password that can be retrieved if forgotten in the normal manner.

(b) Once logged in, the setting of exercises and tasks by the Therapist and the execution of those exercises and tasks by the Patient (called My Formula). The tasks may involve viewing YouTube videos, the references to which will be provided by the Therapist. This will be accessible by the Therapist and designated staff. It will also be accessible by other therapists or health services providers as specifically authorised by the Patient. My Formula is not encrypted but will be subject to privacy controls (see sub-paragraph (o) below). The Patient is responsible for undertaking the tasks set out in My Formula, but may ask questions and seek guidance from the Therapist. My Formula can be corrected, edited or deleted by the Therapist or designated staff.

(c) The creation and maintenance of scheduling /checklist tool (called My Intentions) which the Patient uses to diarise set tasks and mark them off as completed. This will be accessible by the Patient, the Therapist, and designated members of the Therapist’s staff. It will also be accessible by other therapists as specifically authorised by the Patient. My Intentions is not encrypted but will be subject to privacy controls (see below). The Patient is responsible for completing and maintaining My Intentions. My Formula can be corrected, edited or deleted by the Therapist or designated staff.

(d) The creation of an encrypted private personal record (Diary) for each Patient, which will be available only for that Patient and not to anyone else. It will use symmetric encryption key technology. This will not be viewable by the Therapist unless the Patient wishes to share it with the Therapist. If the Patient loses the encryption key the Patient won't be able to access the Diary and nobody else will be able to view it either.

(e) Appointment booking, through the Platform.

(f) Direct communication between the Therapist and Patient including private questions to the Therapist directly. This will be accessible by the Therapist and designated staff. It will also be accessible by other therapists as specifically authorised by the Patient. This will not be encrypted but will be subject to privacy controls (see sub-paragraph (o) below).

(g) A registration form for other therapists. The other therapist information may be displayed on a website as catalogue/list. This will be accessible by the Therapist and designated staff. It will also be accessible by other therapists as specifically authorised by the Patient. This will not be encrypted but will be subject to privacy controls (see sub-paragraph (o) below).

(h) A requirement that the Patient (or anyone else assisting the Patient to register to the Platform) inserts a code that designates who referred the Patient to the Platform. This code will be kept in the database entry for the Patient.

(i) The interaction by the Patient with the platform and its database, i.e., uploading and downloading of content and materials relevant to both that Patient specifically and people generally, e.g., Comments, private stories, the personal encrypted Diary, and external references. This will initially be text only but in the future may be expanded to include images, audio, and/or audio-visual and may be uploaded via mobile devices using automated voice recognition. This will be accessible by the Therapist and designated staff. It will also be accessible by other therapists as specifically authorised by the Patient. This will not be encrypted but will be subject to privacy controls (see sub-paragraph (o) below).

(j) The updating by the Patient or the Therapist or designated staff of the Patient’s personal and/or medical information and checklists. This will be accessible by the Therapist and designated staff. It will also be accessible by other therapists as specifically authorised by the Patient. This will not be encrypted but will be subject to privacy controls (see sub-paragraph (o) below).

(k) In the future, a payment gateway for the payment of fees for service include service payments.

(l) In the future, the platform will allow different therapists to also use the platform as the principal Therapist.

(m) The ability of the Therapist and designated staff to access and manage the Patient’s account and records, other than the confidential personal Diary. An account may be deleted for breach of the terms and conditions by the Patient including inappropriate behaviour. The health information of a Patient collected via the Platform will be kept for at least the minimum period stipulated under applicable law (as at August 2019 - 7 years after last service provided or age of 25 for those Patients under 18 years old).

(n) Access and amendment of records. The Patient has the right to access and request amendment of the Patient’s health information – see Part 4 of the Health Records and Information Privacy Act 2002 (NSW) (HRIP Act) and Australian Privacy Principles in Schedule 1 of the Privacy Act 1988 (Cth) (Privacy Act).

(o) Privacy controls – The Therapist and other therapists are bound by professional ethics to maintain strict confidentiality over the Patient’s health information. Designated staff with access to the Platform will have varying access rights according to their work requirements. All staff of the Therapist with access to the Patient’s health information are required to sign confidentiality agreements in respect of the disclosure and use of that information. The law requires the Company and/or the Therapist to disclose Patients’ health information in certain circumstances – see the Australian Privacy Principles in Schedule 1 of the Privacy Act, and the Health Privacy Principles in Schedule 1 of the HRIP Act.

2.4 Consent of the Patient

You, the Patient, expressly consent to the collection, disclosure and use of sensitive information and health information for the Primary Purpose. You also consent to the disclosure and use of sensitive information and health information for a purpose that is directly related to the Primary Purpose and which a patient would reasonably expect to be used by his or her therapist for such purpose (Permitted Secondary Purpose).

2.5 No Replacement for In-person or Emergency Services

(a) You acknowledge and agree that while Online Services are believed will be of benefit to you, they may not be adequate for a particular person’s specific situation including your own and are no replacement for an in-person consultation with an appropriately qualified professional suited to the particular circumstances and issues of the Patient.

(b) The Platform and Online Services are not appropriate for crises or emergency situations such as persons contemplating suicide or self-harm. If you are such a person you must immediately contact (if in Australia) one or more of the following emergency services:

(i) Emergency authorities 000

(ii) Lifeline 13 11 14

(iii) Beyond Blue 1300 22 4636

(c) Nothing in the Platform or the Website is intended to suggest that Online Services can replace, or reduce the urgency of the need for, in-person or emergency services.

2.6 Third Party Content

The Platform may contain other content, products or services which are offered or provided by third parties (Third Party Content), links to Third Party Content (including but not limited to links to other websites) or advertisements which are related to Third Party Content. We have no responsibility for the creation of any such Third Party Content, including (but not limited to) any related products, practices, terms or policies, and we will not be liable for any damage or loss caused by any Third Party Content.

2.7 Uploading Information

You represent and warrant in relation to any material and/or information you provide to the Platform that:

(a) you are authorised to provide the material and/or information;

(b) the material and/or information is not defamatory or a malicious falsehood in relation to any product, service, person or corporation;

(c) the material and/or information is not the "passing off" of any product or service and does not constitute unfair competition or infringe the rights of any person or corporation;

(d) the material and/or information does not infringe any intellectual property right including, but not limited to, trade marks, service marks or business names (whether registered or unregistered), confidential information and copyright; and

(e) the material and/or information does not infringe any legislation or regulations of the Commonwealth of Australia and the State of New South Wales including, but not limited to, the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law (ACL) and any other parliament competent to legislate in relation to the Platform or any law in any country where the material and/or information is or will be available electronically to users of the Platform.

2.8 Licence to Use Intellectual Property

By uploading any material that is protected by intellectual property rights including, but not limited to, copyrighted works and material other than works, trade marks and service marks (Intellectual Property) to the Platform, you are granting us a perpetual, non-exclusive and payment-free licence throughout the world to:

(a) reproduce, use and exploit the Intellectual Property, as part of the Platform, to the full extent permitted by Intellectual Property law in any jurisdiction in which the Platform is available to users, for the Primary Purpose and Permitted Secondary Purpose; and

(b) allow us to sub-license others the same rights granted to us in (a) above.

2.9 Removal of Information

In relation to any material and/or information included on the Platform, we may remove any material and/or information, (other than a Patient’s health information), including but not limited to links to other sites on the Internet, at any time without giving any explanation or justification for removing the material and/or information.

2.10 Disclaimers and Limit of Liability

While we have put much thought and effort into designing and executing the Platform and Online Services, no such undertaking is without risk. In keeping with online offerings globally, all risk of the use of the Platform and Online lies with the user, i.e., you the Patient. In particular, in addition to the disclaimers at paragraphs 1.4 and 1.5 of the Terms of Access, which apply also to these Terms of Use of the Platform:

(a) You release us and agree to hold us harmless from any and all causes of action and claims of any nature resulting from the Online Services or the Platform, including (without limitation) any act, omission, opinion, response, advice, suggestion, information and/or service of any Therapist and/or related personnel and/or any other content or information accessible through the Platform.

(b) You acknowledge and agree that the Platform is provided "as is" without any express or implied warranties of any kind, including but not limited to merchantability, non-infringement, security, fitness for a particular purpose or accuracy. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied.

(c) You understand, agree and acknowledge that we shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.

(d) We and our respective officers, employees and agents have no liability for any costs, losses or damages of any kind, which you may incur, arising whether directly or indirectly, in connection with your use of the Platform and/or receipt of Online Services. This applies:

(i) in relation to or in connection with any material and/or information supplied via the Platform; and

(ii) as a consequence of removing any material and/or information from the Platform.

(e) If applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

(f) This paragraph 2.10 (limitation of liability) shall survive the termination or expiration of this agreement.

2.11 Indemnity

You will at all times indemnify and keep indemnified us and our respective officers, employees and agents (Those Indemnified) from and against any loss (including reasonable legal costs and expenses) or liability incurred by any of Those Indemnified arising from any claim, demand, suit, action or proceeding by any person against any of Those Indemnified where such loss or liability arose out of, in connection with or in respect of:

(a) any breach of these Terms of Use by you; and

(b) collection, disclosure and/ or use of the material and/or information supplied by you.

2.12 Intellectual Property Rights

All logos, icons, brand names or service names that identifying the owner and operator of the Platform are our copyright property or our trade marks or service marks. All other trade marks or service marks on the Platform are the property of their respective owners. You must obtain written permission before reusing any copyrighted material that is published on the Platform. Any unauthorized use of the materials appearing on the Platform may violate copyright, trade mark and other property rights or legal protections and could result in criminal or civil penalties.

2.13 Relevant Jurisdiction

(a) If any part of these Terms of Use of the Platform is found to be void, unlawful, or unenforceable then that part will be deemed to be severable from the balance of these Terms of Use of the Platform and the severed part will not affect the validity and enforceability of any remaining provisions.

(b) These Terms of Use of the Platform will be governed by and interpreted in accordance with the law of the New South Wales, Australia, without giving effect to any principles of conflicts of laws.

(c) TYou agree to the exclusive jurisdiction of the courts of the New South Wales, Australia to determine any dispute arising out of these Terms of Use of the Platform.

2.14 Contacting Us

If you have any questions or concerns about this Patient Privacy Policy or our privacy-related practices, please contact us at:

[I. C. Mirth Sydney PTY Limited]

[info@myresolve.com.au]

Last Updated: 28/9/2019