SERVICE PROVIDER TERMS OF USE

Therapy Hub Limited is a private company limited by shares incorporated in Ireland with registered company number 598531 and having its registered office at Oakpark Lodge, Portland, Lorrha, Nenagh, Co. Tipperary, E45 KV18 (“we” and cognate phrases such as “us” and “our” shall be construed accordingly).

We have agreed to make available our website www.therapyhub.ie (the “Website”), on the terms and subject to the conditions set out herein (these “Terms”), only to qualified, insured, verified and regulated professional providers of the Services (as defined below) (“you” and “your” shall be construed accordingly) to enable you to provide counselling, therapy and other mental health related services (the “Services”) to your patients who have registered to use the Website for the purposes of making contact with you and availing of the Services from you (the “Clients”), in each case via the Website. Our registered VAT number is 3459509GH.

1. THE TERMS OF USE AND YOUR PROFESSIONAL OBLIGATIONS

1.1 Please take the time to carefully read these Terms and all other policies and guidelines referred to herein, as amended, revised, modified or replaced from time to time (the “Policies”). Each of the Policies are incorporated by reference into these Terms as if specifically set out herein and references herein to these Terms shall include the Policies. Our current Policies are:

1.2 Your use of the Website is conditional upon your compliance with:

your professional, legal and ethical obligations and duties as a qualified, verified, insured and regulated professional provider of the Services; and
these Terms.

1.3 By using the Website to provide the Services you confirm that you accept these Terms and that you agree to comply with them. If you do not accept these Terms you shall immediately cease to use the Website. We recommend that you print a copy of these Terms for future reference. These Terms constitute the sole and entire agreement between you and us in relation to their subject matter and supersede all prior written and oral arrangements, understandings, representations, warranties and agreements between you and us in that regard (if any). You acknowledge that you are not relying, and shall not seek to rely, on any arrangement, understanding, representation, warranty, agreement, term or condition which is not expressly set out in these Terms.

1.4 We may make changes to these Terms from time to time at our absolute discretion. By continuing to use the Website you confirm that you accept these Terms, as revised by us from time to time in our absolute discretion.

1.5 Your obligations set forth in these Terms are in addition to, and not in lieu of, your professional, legal and ethical obligations as a qualified, verified, insured and regulated professional provider of the Services (the “Professional Obligations”). If you are unable to simultaneously comply with your obligations under these Terms and your Professional Obligations, you shall immediately cease to use the Website.

1.6 You acknowledge and agree that:

it is your responsibility to know the Clients to whom you can legally and ethically provide the Services; and
we cannot and do not purport to offer you guidance in relation to:
- the countries in which you can provide the Services; or
- the Clients to whom you can provide the Services; or
- the types or contents of the Services you can provide to the Clients.

1.7 If you are unsure about the particular requirements and laws surrounding the provision of the Services online and in any particular country, you shall immediately cease to use the Website.

2 YOUR USE OF THE WEBSITE

2.1 You can use the Website for the sole purpose of providing the Services to Clients. You acknowledge and agree that the Clients are your private paying patients and have registered and accepted our Client Terms of Use governing the use of the Website by Clients, as those terms apply from time to time.

2.2 You acknowledge and agree that the messaging functionality (“Messaging Feature”) of the Website is provided for the purposes of arranging appointments with Clients only and you represent, warrant and undertake to us that you shall not use the Messaging Feature as a mode for the provision of the Services. You further acknowledge that the Messaging Feature history will be deleted within seven days following each messaging session.

2.3 You acknowledge and agree that:

the video / audio or instant message session functionality (“Online Session”) may be used as a mode for the provision of the Services; and
it is your responsibility to ascertain whether an Online Session is an appropriate mode for your provision of the Services to Clients; and
the Online Session is not appropriate for the provision of Services to certain individuals at risk or in a crisis and that in choosing the mode for the provision of the Services you will comply with your Professional Obligations and best professional practice; and
Online Sessions are not recorded in any way using any facility of functionality of the Website. No audio or video materials or chat history is retained by the Website following the end of the Online Session and it is your responsibility to keep notes during the session.

2.4 By using the Website to provide the Services, you represent, warrant and undertake to us that:

you have the legal capacity and authority to agree to these Terms;
all registration information that you submit (including but not limited to your insurance details and proof of your membership of relevant professional bodies) is accurate and truthful and you shall maintain the accuracy and truthfulness of such registration information;
you are, and shall be at any time that you use the Website to provide the Services, a qualified, verified, insured and regulated professional provider of the Services who is in good standing at the time of such use;
you shall at all times when providing the Services on the Website do so in accordance with all applicable:
- laws and regulations (including your Professional Obligations);
- ethical and professional standards and competencies; and
- reporting or alerting requirements where you have reason to believe that a Client may be at risk of serious self-harm,

in each case set down or adopted by any regulatory or professional standards body in any country having jurisdiction over the provision by you of the Services to Clients, including (but not limited to) those laws and regulations ethical and professional standards and competencies governing when the Services may or may not, or should or should not, be provided to Clients;

you shall meet the requirements set out in Clause 2.4 to provide the Services to the Clients in the country from which the Client is using the Website;
you shall immediately notify us of any complaint that is, or ever has been, made against you by any person to any professional or governing body in any country with jurisdiction over the provision by you of the Services to Clients;
when you cease to be a qualified, verified, insured and regulated professional provider of the Services in any country, you shall immediately cease to use the Website to provide the Services to Clients in that country;
your use of the Website to provide the Services to Clients does not violate any applicable law or regulation;
you shall promptly provide us with any information (including your qualifications) that we may require in connection with your provision of the Services in any country that you provide the Services;
you shall respond promptly to any enquiries and communications that you receive from us or any Client;
you shall refrain from doing (or authorising any third party to do or to refrain from doing) anything which we believe is likely to damage our name and reputation and/or bring our reputation into disrepute;
you shall personally provide the Services to Clients arranged via the Website to the same standard of care that you would exercise when providing the same or similar services to clients not arranged via the Website;
you shall respond to Client scheduling requests in respect of the Services within a reasonable amount of time and, in any event, in accordance with all applicable legal, regulatory, ethical and professional standards that are applicable to your provision of the Services;
you shall ensure a proper transition of care for any Clients for whom you shall no longer provide the Services on the Website or provide your Clients with adequate notice of your leaving the Website.
you shall not use the Online Session for providing Services to Clients in crisis or at risk of suicide; and
you shall not video or audio record an Online Session without the explicit written consent of the Client.

2.5 By using the Website to provide the Services, you represent, warrant and undertake to us that you shall not, nor allow any third party to:

make copies, duplicate, modify, create derivative works from or distribute all or any portion of the Website;
attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human perceivable form all or any part of the Website;
make alterations to, or modifications of, the whole or any part of the Website, or permit it to be combined with, or become incorporated in any other programs;
access, use or copy all or any part of the Website in order to build a product or service which competes with the Website or our business;
sell, resell, trade or otherwise provide access to the Website to third parties or otherwise furnish third parties with access to any login details in respect of the Website or your Profile (as defined below);
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Website;
use the Website fraudulently, maliciously or in any unlawful manner or for any unlawful purpose or in any manner inconsistent with these Terms;
use the Website in any way that interrupts or impairs the Website’s performance or renders the Website less efficient;
use the Website to transfer files that contain viruses, trojans or other malicious code;
use the Website to access or attempt to access the accounts of any other Website users or to penetrate or attempt to penetrate any security measures;
use our Intellectual Property Rights in any way or mention us in any publication, website, press release or other media without our prior written consent. For the purposes of these Terms “Intellectual Property Rights” includes any patent, trade or other mark, registered design, topography right, copyright, database right or any other right in the nature of any of the foregoing (or application, or right to apply for, any of the foregoing), and trade or business name, invention, discovery, improvement, design, technique, confidential process or information or know how, in each case subsisting anywhere in the world and whether registered, unregistered or unregisterable, and any licence or right of user of any of the foregoing, and the full right to all legal protection relating to the same; or
use the Website to infringe our Intellectual Property Rights or the Intellectual Property Rights of any third party.

2.6 We reserve the right, at our absolute discretion, without prior notice to you or liability on our part and without prejudice to our other rights against you, to reject, prevent, terminate or suspend your use of and access to the Website and/or your Profile (as defined below) if we believe that you have breached any warranty, representation or undertaking contained in this Clause 2.

2.7 Except as specifically set forth in these Terms, you shall be responsible for providing all equipment, supplies and services required for the effective provision of the Services to Clients on the Website in accordance with these Terms. Use of the Website requires a computer or other like device and internet access connected through an internet service provider with a web browser.

3. YOUR PROFILE

3.1 You shall complete a Website profile describing yourself and the type of Services that you shall provide to Clients on the Website in such form and having such content as we, in our absolute discretion, may determine and communicate to you from time to time (the “Profile”).

3.2 By providing us with the information constituting your Profile, including your photograph, name, address, email address, qualifications relevant to the Services, proof of insurance cover and details of membership of relevant professional bodies (“Profile Information”), you acknowledge that the Profile Information shall be used in accordance with our Privacy Policy and may be made available and found by the public on the Website.

3.3 It is your responsibility to ensure that your Profile Information is kept up-to-date, accurate and complete at all times. You are solely responsible for any liability resulting from outdated or inaccurate Profile Information and you agree to indemnify us and to keep us indemnified from and against any and all demands, claims, proceedings, suits, judgement, loss, liability, cost, expense, fee, penalty or fine (“Loss”) that we may suffer or incur arising out of or in connection with your Profile Information being outdated, inaccurate or incomplete.

3.4 If your professional insurance or your membership of your relevant professional body in respect of the Services expires or is no longer active for any reason, you shall immediately stop providing the Services on the Website and, if applicable, notify us so we can take appropriate steps in respect of your Profile that appears on the Website (including, but not limited to, suspension of same).

3.5 You acknowledge and agree that we are an online technology platform for you to provide the Services to Clients on the Website. By publishing your Profile we do not in any way provide any reference or endorsement whatsoever of you, your competency or the efficacy of your Services.

3.6 You are not entitled to publish through or on the Website any articles or advertise events, seminars or workshops or publish information of promotions, products, special offers or any services that are not the Services. We reserve the right to decide not to publish any particular part or parts your Profile. You expressly agree that you shall not sell or trade in any materials on the Website or re-distribute these in any way or for any purpose including the compiling of any databases, lists or directories or providing commercial information to any third party or any commercial or other reason.

3.7 You acknowledge and agree that we may share your Profile Information with any professional body, regulatory body, training body, hospital, insurance company, healthcare provider or any other entity with whom you are professionally affiliated (“Relevant Body”) for the purposes of verifying your Profile Information.

3.8 You agree to keep your Profile username and password and any other security or access information (“Profile Access Information”) confidential to prevent unauthorised access to your Profile and to prevent unauthorised use of the Website. You agree not to give or make available your Profile Access Information to any third party. You shall be solely responsible for any disclosure of your Profile Access Information or use thereof by any unauthorised and authorised third party and you shall indemnify us and keep us indemnified in respect of any Loss that we may suffer arising from or in connection with disclosure of your Profile Access Information or use thereof by any unauthorised third party.

3.9 If you believe the security of your Profile Access Information has been compromised in any way, you shall notify us immediately.

3.10 You undertake not to use the Website on public computers.

4. CONFIDENTIALITY

4.1 You accept that all Clients who have first made contact with you through the Website for the purposes of procuring the Services from you on the Website have indicated that they:

are 18 years or over; and
accepted our Client Terms of Use.

We cannot guarantee that such Client age indication or acceptance of our Client Terms of Use is truthful. It is your responsibility to procure suitable confirmation from Clients of their age, as is required by you according to your Professional Obligations.

4.2 You shall keep confidential our Confidential Information (including, without limitation, all precautions that you employ in respect of your own most confidential information) and shall not, without our prior written consent, use, disclose, copy or modify our Confidential Information other than as necessary for the exercise of your rights, and performance of your obligations, under these Terms.

4.3 You shall give notice to us of any unauthorised use, disclosure, theft or other loss of our Confidential Information immediately upon becoming aware of it.

4.4 The provisions of Clauses 4.2 and 4.3 shall not apply to information which:

was, at the time of receipt by you, in the public domain;
has, after receipt by you entered the public domain through no act or omission on your part;
you can demonstrate was already lawfully in your possession at the time of receipt, without any restrictions on its disclosure;
you can demonstrate, was independently developed by you without reference to our Confidential Information;
is obtained by you from a third party free from any obligation of confidentiality for our benefit; or
is by law or by any court or order of any governmental or regulatory authority required to be disclosed, to the extent of the relevant disclosure requirement,

but, for the avoidance of doubt:

information shall not be deemed to be in the public domain, merely because its known to a limited number of third parties having experience in the relevant field; and
any combination of elements of information shall not be deemed to be in the public domain, merely because individual elements of that combination are in the public domain.

4.5 If you are required by law or by any order of any court or governmental or regulatory authority to disclose our Confidential Information, you shall promptly notify us of receipt of notice of that requirement and, at our request and cost, shall assist us in opposing any such disclosure.

4.6 Upon your ceasing to use the Website (for whatever reason) you shall promptly return to us all of our Confidential Information in your possession or control, save for Confidential Information required for regulatory, legal or stock exchange compliance.

4.7 You agree not to make, or permit any person to make, any public announcement concerning these Terms without our prior written consent, except as required by law, any governmental or regulatory authority.

4.8 These provisions relating to confidentiality shall survive termination of these Terms, however arising.

4.9 For the purposes of this Clause 4, “Confidential Information” means our information (in whatever form communicated or recorded) belonging or relating to us, our business affairs or activities which is not in the public domain and which:

we have marked as confidential or proprietary;
has been described as confidential by us to you (orally or in writing); or
due to its character or nature, a reasonable person in a like position to you and under like circumstances would treat as confidential.

5. WEBSITE FEES AND PAYMENTS

5.1 Registration and a profile on the Website are free of charge.

5.2 If you choose to offer the ability for Clients to pay for online sessions via the Website with a debit / credit card, you must open and maintain a designated Stripe account.

5.3 Every appointment between you and a Client:

arranged via the Website; and
paid for via the Website, as set out in Clause 5.6 ; and
carried out using the Online Session feature provided by us via the Website

is subject to a fee amounting to 10 percent of the cost of such appointment as agreed between you and the Client (the “Website Fees”).

5.4 You acknowledge and agree that the Website Fees represent fair market value for your use of the Website, and are not based upon the value or volume of any referrals to you or business otherwise generated by the Website.

5.5 We may increase or decrease the Website Fees rates at our absolute discretion and will endeavour to notify you by email prior to any such increase or decrease.

5.6 All Website Fees payments are processed through Stripe and you are required to open and maintain a designated Stripe account. You acknowledge and agree that your use of Stripe is subject to the Stripe Services Agreement - Ireland (the “Stripe Services Agreement”). By using the Website, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. We shall have no liability in contract, tort (including, without limitation, negligence) or otherwise for any loss or cost suffered or incurred by you arising out of or in connection with your use of Stripe services.

5.7 You agree and acknowledge 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 appointment with you.

5.8 You shall keep sufficient funds in your dedicated Stripe account to cover cancellations of all your active appointments (by either you or by Clients).

5.9 You shall keep us informed if at any time:

there are insufficient funds in your dedicated Stripe account to cover cancellations of all your active appointments; and/or
you cancel an appointment.

5.10 The Website Fees:

shall be deducted automatically at the point of payment by the Client and paid in euro into our dedicated Stripe account;
are inclusive of value added tax and, accordingly, are to be construed as a reference to that amount including any value added tax payable in respect of it;
shall not be reduced by any right of set-off or counterclaim, recoupment, defence or other right which you may have, whether in connection with these Terms or otherwise; and
shall be free of all withholdings of whatsoever nature except to the extent otherwise required by law, and if any withholding is so required, you shall pay to us an additional amount such that after deduction of all amounts required to be withheld, the net amount actually received by us shall equal the amount which we would have received if the relevant withholding had not been required.

6. TERMINATION

We reserve the right at our absolute discretion to terminate your access to the Website and/or your Profile, in whole or in part, at any time and for any reason, including for any breach by you of any provision of these Terms. You may terminate your use of the Website at any time. If you wish to delete your Profile, you shall email us at - support@therapyhub.ie to request removal of your Profile from the Website.

7.INTELLECTUAL PROPERTY

>Nothing in these Terms shall operate to assign or transfer to you any Intellectual Property Rights of or belonging to us. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in the Website and in all other materials and/or documents, created by and belonging to us and/or our licensors. Nothing in these Terms grants you any rights, title and/or interest in and to any of the aforementioned Intellectual Property Rights.

8.DATA PROTECTION

8.1 In order to be able to make the Website available to you and to the Clients and to maintain the functionality and safety of the Website, we require your Profile Information. Your Profile Information may contain or constitute personal data within the meaning of Data Protection Law.

8.2 We may also collect, store and otherwise process your personal data which we obtain from you directly, from your use of the Website or from third parties. You acknowledge and agree that your personal data will be processed in accordance with our Privacy Statement. If you do not wish for your personal data to be processed in such a way, you shall immediately cease to use the Website.

8.3 During the course of the provision by you of the Services on the Website a Client may:

submit to you their personal information (“Client Personal Data”); and
authorise you to have access to and use such Client Personal Data.

8.4 You acknowledge and agree that you are solely responsible for the Client Personal Data and we shall not be held liable for your handling, use and storage of Client Personal Data. You warrant and represent to us that your use of Client Personal Data shall not conflict with these Terms, your Professional Obligations and/or Data Protection Law.

8.5 You shall indemnify us and keep us indemnified from and against any Loss that we may suffer or incur arising out of or in connection with:

your failure to procure Client’s prior written consent to the submission of their Client Personal Data to the Website;
any omissions or errors in any Client Personal Data provided by the Client to you on the Website; and
any breaches by you or the Client of Data Protection Laws arising out of or in connection with the submission of and use or access to the Client Personal Information on the Website.

8.6 You acknowledge that, in relation to the Client Personal Data, and for the purposes of Data Protection Law, we are a data processor and you are the data controller.

8.7 We shall:

only process:
- Client Personal Data strictly in accordance with your documented instructions;
- Client Personal Data in accordance with the Nature and Purpose of the Processing; and
- the minimum volume of Client Personal Data which is strictly necessary for the performance of our obligations under these Terms;
carry out any processing of Client Personal Data in compliance with Data Protection Law;
disclose Personal Data only to those of our employees to whom such disclosure is necessary for the exercise of our rights, and performance of our obligations, under these Terms;
only transfer Client Personal Data outside the European Economic Area in compliance with Data Protection Law; and
take all steps reasonably required to ensure that the Client Personal Data is accurately recorded and kept up to date.

8.8 We shall implement appropriate security measures to prevent accidental or unauthorised, loss, destruction, damage, alteration, disclosure or unlawful or unauthorised access to the Client Personal Data in our custody.

8.9 We shall promptly after becoming aware of it notify you of a Client Personal Data Breach.

8.10 In the event of any Client Personal Data Breach, we shall:

take prompt action to investigate the cause of the Client Data Breach;
promptly assist you in complying with your obligations under Articles 32 to 36 of the GDPR.

8.11 You hereby authorise us to engage third parties to process Client Personal Data (“Sub-processors”). The current list of Sub-processors is available on the Website. In case of any additions or changes to such list are required, we shall notify you by email or by making such change available on the Website - indicating the name and subcontracted service of the proposed new Sub-processor. Unless you object in writing to our use of a new Sub-processor, we shall be authorised to use the new Sub-processor. If you object to the use of the new Sub-processor, you may terminate your use of the Website.

8.12 We shall make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and contribute to audits, including inspections, conducted by you or by another auditor mandated by you.

8.13 We shall notify you of any request from a Client to exercise any of his or her rights under Data Protection Law or any data protection related complaint from any Client. We shall not accede to any such request or deal with any complaint except on your written instructions. We shall on your request and taking into account the nature of the processing, assist you by appropriate technical and organisational measures, for the fulfilment of your obligation to respond to requests for exercising the data subject's rights under Data Protection Law.

8.14 Unless otherwise required or permitted by law, upon cessation of your use of the Website, we shall destroy all Personal Data as may be requested by you and shall certify such destruction or delivery in writing to you on request from time to time.

8.15 For the purposes of this Clause 8, “data controller”, “data processor”, “data subject” and “processing” shall have the meanings given to them in the Data Protection Law and the following terms shall have the following meanings:

“Client Personal Data Breach” means any unauthorised access to, or unauthorised use, alteration, disclosure, accidental loss or destruction of, any Personal Data in our custody;
“Data Protection Acts” means the Data Protection Acts 1988-2018, as amended, revised, modified or replaced from time to time;
“Data Protection Law” means all legislation and regulations relating to the protection of personal data including (without limitation) the Data Protection Acts (as amended, revised, modified or replaced from time to time), the GDPR and all other statutory instruments relating to the processing of personal data or privacy or any amendments and re-enactments thereof; and
“GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679);

9. WEBSITE FUNCTIONALITY

9.1 You acknowledge and agree that we may, at our absolute discretion, revise, discontinue, or otherwise modify, temporarily or permanently, the Website or any part thereof or your access to the Website. We will try to give you reasonable notice of any major changes. You may choose to accept or decline our changes to the Website by continuing or discontinuing use of the Website. Your use of the Website after we make any changes to the Website shall constitute your acceptance of such changes.

9.2 We may from time to time and at our absolute discretion perform maintenance upon the Website or experience hardware, software or other problems related to the Website, resulting in interrupted Website service or delays or errors in the Website. We will attempt to provide prior notice of such interruptions, delays or errors but cannot guarantee that such notice will be provided.

9.3 The Website is provided to you “as is” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from any course of dealing or performance or usage of trade. While we make every effort to provide accurate information in connection with the Website, we makes no warranty that:

the Website will be uninterrupted, timely, secure, virus-free or error-free; or
any information contained on, results that may be obtained from the use of, or other aspect of the Website will be accurate, current, complete or reliable.

9.4 Nothing made available on the Website is intended to provide medical, legal, accounting, tax, business, or financial advice. You should consult your own professional advisor on such matters.

10. LINKING TO THE WEBSITE

10.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

10.2 You shall not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

10.3 You shall not establish a link to our site in any website that is not owned by you.

10.4 Our site shall not be framed on any other site, nor may you create a link to any part of our site other than the home page.

10.5 We reserve the right to withdraw linking permission without notice.

10.6 If you wish to link to or make any use of content on our site other than that set out above, please contact us at Therapy Hub Limited, Portland, Lorrha, Nenagh, Co. Tipperary, E45 KV18.

11. ASSIGNMENT

These Terms are personal to you and you may not assign rights or obligations contained in these Terms or your rights related to the Website to any other party. We expressly reserve the right to assign these Terms and to delegate any of our obligations hereunder, in our absolute discretion and without your consent. We may also assign or delegate certain of our rights and responsibilities under these Terms to independent contractors or other third parties in our absolute discretion and without your consent.

12. NO WAIVER

We shall not be deemed to have waived any of our rights or remedies hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any right or remedy shall operate as a waiver of that right or remedy or any other rights or remedies. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.

13. HARM TO COMPUTER SYSTEMS AND DATA

You acknowledge and agree that we shall have no liability of any kind for viruses, worms, Trojan horses or other similar harmful components that may enter your computer by downloading information, software or other materials from the Website.

14. LIABILITY, INDEMNITY AND INSURANCE

14.1 This Clause 14 prevails over all other provisions of these Terms and sets forth our and your entire liability in respect of:

the performance, non-performance, purported performance or delay in performance by us or you of our or your obligations under these Terms; and
these Terms or the entering into or performance of the respective obligations under these Terms.

14.2 You acknowledge and agree that we are not a healthcare provider. We cannot and shall not assume responsibility for or control over the care of any Client or the provision by you of the Services on the Website to Clients, which shall at all times remain your responsibility. We shall not be responsible for the assignment of staff to treat Clients or any other activity involving the provision of the Services on the Website or medicine to Clients.

14.3 You acknowledge and agree that we are not responsible for:

the accuracy, reliability, timeliness or completeness of your Profile Information, any Client Personal Data provided to you by a Client or any other data or information provided or received by you through the Website;
the results that may be obtained from your or a Client’s use of the Website;
the provision by you of the Services as a result of your reliance on any Client Personal Data or other data provided by a Client through the Website; or
the cancelling or rescheduling of any appointment for the Services with a Client that is booked with you through the Website.

14.4 We shall not be liable in contract, tort or otherwise howsoever for any of the following losses or damage (whether or not such loss or damage was foreseen, foreseeable, known or otherwise):

loss of revenue;
loss of actual or anticipated profits;
loss of contracts;
loss of the use of money;
loss of anticipated savings;
loss of business;
loss of opportunity;
loss of goodwill;
loss of reputation;
loss of, damage to or corruption of data; or
any indirect or consequential loss howsoever caused (including, for the avoidance of doubt, whether such loss or damage is of a type specified in sub-clauses (a) to (j) above),

whether arising out of, or in connection with, or in relation to these Terms or the performance of our obligations hereunder or any transaction or matter contemplated by these Terms.

14.5 Our 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 these Terms or otherwise out of or in connection with or in relation to these Terms (including the performance of our obligations hereunder) or any transaction or matter contemplated by them shall be limited to the amount paid by you to us in the last 30 days, in aggregate. The limitation of Liability under this Clause 14 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.

14.6 We shall have no liability in contract, tort (including, without limitation, negligence) or otherwise for any loss or cost suffered or incurred by you arising out of or in connection with any act or omission on the part of a person to whom any of our duties or obligations under these Terms has been delegated or sub-contracted provided that we exercised reasonable skill and care in the act of making the delegation or sub-contract in question.

14.7 We shall not be liable to you in contract, tort (including, without limitation, negligence) or otherwise for any failure or delay in the performance of any of our obligations under these Terms which is caused by any event or circumstances beyond our control including any labour disputes between us and our employees.

14.8 You shall effect and maintain at all times during the time that you arrange to provide and/or to provide Services to Clients via the Website and for a period of 24 months following your ceasing to arrange to provide and/ or to provide Services to Clients on the Website (at your own expense) such policies of insurance in such indemnity amounts as prescribed or recommended by your professional accreditation body. In case your professional accreditation body does not prescribe or recommend specific policies of insurance or indemnity amounts, you shall effect and maintain at least a general liability insurance in such indemnity amounts and subject to such elements of self-insurance as would be affected and maintained by a prudent service provider in your position.

14.9 You shall indemnify us and our affiliates, directors, officers, employees, consultants and agents and keep us and our directors, officers, employees, consultants and agents indemnified against any Loss that we or any of them may suffer or incur arising out of or in connection with:

the provision by you of Services or any other treatment on the Website to any Client; or
any breach by you of any warranty or representation contained in these Terms.

15. SEVERABILITY

If any provision of these Terms is void or unenforceable, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in another jurisdiction or any other provision in that or any other jurisdiction.

16. INDEPENDENT CONTRACTORS

The relationship between us and you shall be that of independent contractors. Neither you nor us shall represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as agent, employee, or in any other capacity, except as specifically provided herein.

16 LAW AND JURISDICTION

These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by and construed in accordance with Irish law. Subject as provided below, the Irish courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and any non-contractual obligations arising out of or in connection with these Terms and we and you submit to the exclusive jurisdiction of the Irish courts for that purpose. Nothing in this Clause 17 limits our right to bring proceedings against you arising out of or in connection with these Terms:

in any other court of competent jurisdiction; or
concurrently in more than one court of competent jurisdiction.

18. BINDING ON SUCCESSORS

These Terms shall be binding upon and inure to the benefit of you and us and your and our respective heirs, executors, administrators, successors and permitted assigns.

19. SURVIVAL OF OBLIGATIONS

The provisions of Clauses 1.5, 1.6, 1.7, 2.2, 2.3, 2.5, 3.3, 3.5, 4, 5, 7, 8, 12, 14, 15 to 17 shall survive termination of your use of the Website and these Terms however it arises, and shall continue to bind you and us (as applicable) without limit in time.