Platform Terms of Use

These Platform Terms of Use apply to Therapists (as defined below) who access or use the Platform as service providers.

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

1. BACKGROUND

1.1 The Platform Operator operates the Platform, an online directory and marketplace that connects registered Therapists and other mental health professionals with psychedelic therapy specialists, authorised prescribers and dosing room providers, and facilitates certain ancillary administrative services, including marketing, introductions, scheduling and payment processing.

1.2 The Platform Operator does not itself provide clinical, psychological, psychiatric, medical or health services and is not a party to any therapeutic relationship between a Therapist, any specialist, any Authorised Prescriber, any dosing room provider or any client.

1.3 You wish to access and use the Platform to discover, connect and collaborate with specialists, Authorised Prescribers and dosing room providers for the provision of psychedelic-assisted therapy or related services to your clients, subject to these Terms of Use.

1.4 These Terms of Use form a legally binding agreement between you (the Therapist) and the Platform Operator governing your access to and use of the Platform.

2. DEFINITIONS

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

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

2.3 Applicable Law means all laws, regulations, rules, professional standards and guidelines applicable to the Therapist, including without limitation the Health Practitioner Regulation National Law, AHPRA standards, TGA requirements, state and territory drugs and poisons laws, health records and privacy legislation and any applicable advertising restrictions.

2.4 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.

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

2.6 Confidential Information means all information of or relating to a party (or, in the case of the Therapist, their clients) 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.

2.7 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 for possible collaboration with Therapists.

2.8 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.

2.9 Fees means all amounts payable to the Platform Operator in connection with the Services under this Agreement, including any subscription, listing, booking, service or transaction fees, as published on the Platform or otherwise agreed in writing.

2.10 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.

2.11 Non-Circumvention Obligations means the obligations described in clause 11.

2.12 Client means an individual who receives or may receive Clinical Services from the Therapist and/or a Specialist and/or an Authorised Prescriber via, or following an introduction or connection facilitated by, the Platform.

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

2.14 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 Therapist Data.

2.15 Services means the platform services provided by the Platform Operator to Therapists via the Platform, including directory listings, introductions, scheduling tools, communications, administrative coordination and payment processing, but excluding Clinical Services.

2.16 Term has the meaning given in clause 3.3.

2.17 Therapist means any psychiatrist, psychologist, doctor, trained psychotherapist, nurse, Indigenous therapist, counsellor, provisional psychologist or other mental health practitioner using the Platform under these Terms of Use, and includes any organisation that employs or engages such individuals and any User acting on their behalf.

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

2.19 Training Requirements means training in psychedelic-assisted therapies that satisfies any requirements of Applicable Law and of the TGA Authorised Prescriber Scheme, including any training described in the relevant Authorised Prescriber’s application, approval or clinical protocol, together with any additional training reasonably required by the relevant Authorised Prescriber. For clarity, the Platform Operator does not accredit or approve specific training programs.

2.20 User means any individual who accesses or uses the Platform under or through an Account, including employees, contractors or authorised representatives of the Therapist.

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 Therapist, you agree to be bound by this Agreement.

3.2 Capacity

The Therapist represents and warrants that they:

• (a) are duly registered (or, if an organisation, their practitioners are duly registered) with the relevant professional body; and
• (b) have full power and authority to enter into and perform this Agreement.

3.3 Term

This Agreement commences on the date the Therapist first accepts it and continues until terminated in accordance with clause 14 (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 Therapist 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 Therapist must:

• (a) create an Account and provide all information reasonably requested by the Platform Operator, including evidence of registration, qualifications, insurance and Training Requirements; and
• (b) ensure that all information provided is true, accurate, current and complete, and promptly update it if it changes.

4.2 Vetting and verification

The Platform Operator may:

• (a) undertake vetting and verification checks (including confirming registration status, sanctions history and the results of any required background checks such as police checks and working with children checks) before granting or continuing access to the Platform;
• (b) approve, decline, suspend or terminate any Account at its discretion, and is under no obligation to onboard or continue to host any Therapist; and
• (c) require the Therapist to obtain and provide evidence of satisfactory background checks as a condition of onboarding or continued use of the Platform.

4.3 Credentials and security

The Therapist 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.

4.4 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 Therapist acknowledges and agrees that the Platform Operator:

• (a) provides the Platform as a facilitator and marketplace to enable introductions and logistical coordination between Therapists, Specialists, Authorised Prescribers, Dosing Room Providers and Clients;
• (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 Therapist and any Client, Specialist, Authorised Prescriber or Dosing Room Provider; and
• (d) does not supervise, direct, control or guarantee the acts or omissions of any Specialist, Authorised Prescriber, Dosing Room Provider or Therapist.

5.2 No medical or legal advice

Nothing on the Platform or in this Agreement constitutes clinical, medical, legal, financial or other professional advice. The Therapist must obtain their own independent advice and exercise their own professional judgment.

5.3 No guarantees

The Platform Operator does not guarantee that:

• (a) the Therapist will receive any minimum number of referrals, introductions or Clients;
• (b) any Clinical Services will achieve any particular outcomes; or
• (c) the Platform will be continuously available, error-free or secure.

6. ELIGIBILITY AND PROFESSIONAL REQUIREMENTS

6.1 Registration and insurances

The Therapist must:

• (a) maintain current registration with the relevant professional registration body to the extent such registration is available and required for their profession (for example, as a psychologist with the Psychology Board of Australia);
• (b) maintain all licences, approvals, authorisations and accreditations required to provide their Clinical Services under Applicable Law;
• (c) maintain appropriate professional indemnity and public liability insurance (and, where applicable, medical indemnity) at levels consistent with professional standards and Applicable Law; and
• (d) provide evidence of such insurance and registration upon reasonable request by the Platform Operator.

6.2 Training requirements

The Therapist must:

• (a) have undergone and maintain completion of the Training Requirements in psychedelic-assisted therapy as specified or approved by the Platform Operator (or a substantially equivalent program approved in writing by the Platform Operator); and
• (b) ensure that any User who participates in psychedelic-assisted therapy for a Client has completed the Training Requirements or an equivalent program accepted by the Platform Operator.

6.3 Supervision

While a Client is undergoing a psychedelic-assisted therapy program facilitated through the Platform, the Therapist must:

• (a) commit to and attend group supervision (or equivalent peer supervision) at least once per fortnight in relation to that Client’s program; and
• (b) comply with any supervision requirements imposed by Applicable Law, professional standards or the relevant Authorised Prescriber.

6.4 Presence at dosing and availability

Where the Therapist participates in a psychedelic dosing session:

• (a) the Therapist must stay on site for the duration of each dosing session in which they are involved, until the relevant Client has safely left the premises or responsibility for the Client has been appropriately transferred;
• (b) the Therapist must be available during the dosing session to treat or manage any complications that arise, within the scope of their professional role and Applicable Law; and
• (c) the Therapist must use reasonable endeavours to be available between sessions to provide support to the Client, within their agreed therapeutic role and professional boundaries.

6.5 Clinical protocols

The Therapist must:

• (a) read and familiarise themselves with any clinical protocol provided by the relevant Authorised Prescriber in relation to a Client; and
• (b) follow all requirements and procedures mandated in that clinical protocol and under Applicable Law, including outcome monitoring and data collection, to the extent applicable to the Therapist’s role.

6.6 Record-keeping and data storage

The Therapist is solely responsible for:

• (a) maintaining accurate and complete clinical records for each Client in accordance with Applicable Law and professional standards;
• (b) ensuring secure storage, access controls and retention of those records (including any data exported from the Platform) in compliance with privacy and health records legislation; and
• (c) not relying on the Platform as the sole or primary repository for legally required clinical records.

6.7 Use of the Platform for client documents

• (a) The Therapist may use features of the Platform to upload or receive client documents (for example GP referral letters, treatment summaries or test results) for transmission to other clinicians involved in the Client’s care.
• (b) The Therapist acknowledges that the Platform Operator provides these features as a conduit only and does not create or maintain a clinical record for any Client.
• (c) The Platform Operator may temporarily store such documents for the purpose of transmitting them to the relevant recipient and for limited backup and security purposes, but is not obliged to retain them beyond the period reasonably required for those purposes.
• (d) The Therapist is responsible for promptly downloading and securely storing any client documents required for their own records and must not rely on the Platform as the primary or sole repository of those documents.

7. USE OF THE PLATFORM

7.1 Permitted use

The Therapist may use the Platform solely for:

• (a) creating and managing their professional profile;
• (b) searching and connecting with Specialists, Authorised Prescribers and Dosing Room Providers;
• (c) coordinating bookings, communications and logistics for Clinical Services; and
• (d) any other purpose expressly authorised by the Platform Operator.

7.2 Prohibited conduct

The Therapist must not (and must ensure that Users do not):

• (a) use the Platform for any unlawful purpose or in breach of Applicable Law;
• (b) use the Platform to promote or provide psychedelic therapy or other treatments in jurisdictions where such services are not lawful;
• (c) circumvent or attempt to circumvent the Platform to avoid paying Fees or to undermine the Non-Circumvention Obligations;
• (d) upload or transmit any content that is defamatory, misleading, deceptive, offensive, discriminatory or otherwise inappropriate;
• (e) interfere with or disrupt the operation of the Platform, or attempt to gain unauthorised access to any system or data; or
• (f) use the Platform to advertise or offer services in a manner that breaches professional advertising or conduct rules.

7.3 Regulatory compliance

The Therapist is solely responsible for ensuring that their use of the Platform and provision of Clinical Services complies with all Applicable Law, including:

• (a) any requirements relating to prescribing, storage and administration of scheduled medicines;
• (b) safety and emergency procedures during dosing sessions;
• (c) AHPRA advertising and professional conduct rules; and
• (d) mandatory reporting and other regulatory obligations.

8. FEES, PAYMENTS AND BILLING

8.1 Platform fees

• (a) The Platform Operator is entitled to the Fees for use of the Platform and Services as set out from time to time on the Platform or as otherwise notified in writing.
• (b) The Platform Operator may update Fees from time to time by updating the Platform and/or notifying the Therapist. Any change applies from the start of the next billing period or next engagement, as applicable.

8.2 Client payments and disbursements

• (a) The Platform Operator may (but is not obliged to) facilitate billing and payment collection from Clients on the Therapist’s behalf.
• (b) The Platform Operator may deduct any applicable Fees, charges or other authorised amounts from client payments before remitting the balance to the Therapist.

8.3 Payment timing

Subject to receipt of cleared funds from the relevant Client and compliance by the Therapist with this Agreement, the Platform Operator will remit amounts due to the Therapist (after deductions) within 7 days after the Client’s final integration session in the relevant treatment module, or as otherwise specified on the Platform or agreed in writing.

8.4 Taxes

Unless expressly stated otherwise, all Fees are exclusive of GST and other applicable taxes. The Therapist is responsible for any taxes arising from payments to them, other than taxes based on the Platform Operator’s income.

8.5 Non-payment

If the Therapist fails to pay any Fees when due, the Platform Operator may, without limiting other rights:

• (a) charge interest on overdue amounts at the prevailing pre-judgment interest rate prescribed by the Supreme Court of Victoria;
• (b) suspend or restrict access to the Platform; and
• (c) set off any amounts owed by the Therapist against amounts otherwise payable to the Therapist.

9. INTELLECTUAL PROPERTY

9.1 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 Therapist.

9.2 Licence to use Platform

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

9.3 Therapist Data

• (a) The Therapist retains ownership of Therapist Data.
• (b) The Therapist grants the Platform Operator a non-exclusive, worldwide, royalty-free licence to use, host, store, reproduce, modify and display Therapist Data as reasonably necessary to operate the Platform and provide the Services.
• (c) The Therapist warrants that Therapist Data and its use under this Agreement do not infringe any third party’s Intellectual Property Rights or privacy rights.

9.4 Protocols and documentation

All protocols, templates, documents, contracts, information sheets, consent forms and similar materials developed by or on behalf of the Platform Operator (including any improvements, adaptations or derivatives) are part of the Platform Content and remain the property of the Platform Operator, even if used by the Therapist in their practice. The Therapist acquires no ownership rights in such materials.

10. CONFIDENTIALITY AND PRIVACY

10.1 Confidentiality

Each party must:

• (a) keep the other party’s Confidential Information confidential;
• (b) not use the other party’s Confidential Information except for the purposes of this Agreement; and
• (c) not disclose the other party’s Confidential Information to any third party except:
  • (i) to its personnel, professional advisers or insurers on a need-to-know basis and under similar obligations of confidence; or
  • (ii) where required by Applicable Law or a competent authority.

10.2 Client information

The Therapist is solely responsible for:

• (a) obtaining all consents and authorisations required under Applicable Law to share any client information via the Platform; and
• (b) ensuring that any client data shared via the Platform complies with privacy, health records and confidentiality obligations.

10.3 Privacy

The Therapist 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.

11. NON-CIRCUMVENTION AND NON-SOLICITATION

11.1 Specialist and Authorised Prescriber relationships

During the Term and for 12 months after the later of:

• (a) the last interaction with a particular Specialist or Authorised Prescriber introduced via the Platform; or
• (b) the last interaction with a particular Client introduced via the Platform,

the Therapist must not, without the Platform Operator’s prior written consent:

• (c) enter into any agreement or arrangement directly with that Specialist or Authorised Prescriber for psychedelic-assisted therapy or substantively similar services for any future clients, other than through the Platform; or
• (d) take any step with the intention or effect of avoiding or reducing Fees payable to the Platform Operator.

11.2 Dosing rooms

The Therapist must not use any dosing room or facility introduced, booked or made available via the Platform for psychedelic-based treatments outside of arrangements made through the Platform, without the Platform Operator’s prior written consent.

11.3 Remedies

The Therapist acknowledges that breach of this clause 11 may cause substantial loss to the Platform Operator and that, in addition to any other remedies, the Platform Operator may seek injunctive relief and an account of profits or reasonable estimate of lost Fees.

12. WARRANTIES, DISCLAIMERS AND RISK ALLOCATION

12.1 Therapist warranties

The Therapist warrants that:

• (a) they (and any User) will perform all Clinical Services with due care and skill and in accordance with Applicable Law and professional standards;
• (b) they will comply with all Training Requirements, supervision obligations and dosing session obligations in this Agreement;
• (c) they have and will maintain all registrations, licences and insurances required to provide their Clinical Services; and
• (d) all information provided to the Platform Operator is accurate and not misleading.

12.2 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 Therapist’s particular needs; and
• (c) is not responsible for, and has no liability in respect of:
  • (i) any Clinical Services;
  • (ii) any acts or omissions of Specialists, Authorised Prescribers, Dosing Room Providers or Clients; or
  • (iii) any clinical outcomes or client harm.

12.3 Non-excludable rights

Nothing in this Agreement excludes or limits any rights, remedies or guarantees that cannot be excluded under Applicable 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.

12.4 Limitation of liability

Subject to clause 12.3 and to the maximum extent permitted by Applicable Law:

• (a) the aggregate liability of the Platform Operator to the Therapist 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 Therapist 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.

12.5 Dosing room operators and facilities

The Therapist acknowledges and agrees that:

• (a) Dosing Room Providers are independent third parties and are not employees, agents, contractors or representatives of the Platform Operator;
• (b) the Platform Operator does not control, supervise or direct the manner in which any Dosing Room Provider prepares, maintains, equips, operates or manages a dosing facility, and makes no representation or warranty as to the suitability, safety, cleanliness, compliance or condition of any dosing room or facility;
• (c) the Platform Operator has no liability to the Therapist, any Client or any third party for any loss, damage, injury, claim or liability arising out of or in connection with 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;
• (d) the Therapist is responsible for satisfying themselves, before commencing or participating in any dosing session, that the dosing facility is suitable and safe for the provision of Clinical Services to the relevant Client; and
• (e) the Therapist indemnifies and holds harmless the Platform Operator from and against any loss, damage, claim, liability, cost or expense (including reasonable legal costs) arising out of or in connection with any failure by a Dosing Room Provider to properly prepare, maintain or operate a dosing facility, to the extent that the Therapist proceeded with a dosing session at that facility.

13. INDEMNITY

13.1 The Therapist 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:

• (a) any breach of this Agreement by the Therapist or any User;
• (b) any breach of Applicable Law by the Therapist or any User;
• (c) any Clinical Services provided by or on behalf of the Therapist;
• (d) any claim by a Client, Specialist, Authorised Prescriber or Dosing Room Provider relating to the conduct of the Therapist; or
• (e) any allegation that Therapist Data infringes a third party’s Intellectual Property Rights or privacy rights.

13.2 The indemnity in this clause 13 is reduced to the extent that the loss or liability is caused by the negligence or wilful misconduct of the Platform Operator.

14. SUSPENSION AND TERMINATION

14.1 Suspension

The Platform Operator may suspend or restrict the Therapist’s access to the Platform immediately if it reasonably suspects that:

• (a) the Therapist has breached this Agreement or Applicable Law;
• (b) continued access creates a risk to client safety or regulatory compliance; or
• (c) the Account has been compromised or is being misused.

14.2 Termination by Platform Operator

The Platform Operator may terminate this Agreement:

• (a) at any time, for convenience, by removing or disabling the Therapist’s Account and/or ceasing to provide the Services to the Therapist; or
• (b) immediately by written notice if:
  • (i) the Therapist commits a material breach of this Agreement; or
  • (ii) the Therapist’s registration, licence or insurance required for Clinical Services is suspended, restricted or cancelled.

14.3 Termination by Therapist

The Therapist may terminate this Agreement at any time by:

• (a) ceasing all access to and use of the Platform and requesting closure of their Account; and
• (b) paying all outstanding Fees and amounts due up to the effective date of termination.

14.4 Consequences of termination

On termination or expiry of this Agreement:

• (a) the Therapist’s licence to use the Platform immediately ceases and access to the Account may be disabled;
• (b) the Therapist must cease using and accessing the Platform;
• (c) the Platform Operator may retain Therapist Data as required for its legitimate business purposes and Applicable Law, subject to privacy obligations; and
• (d) clauses that by their nature are intended to survive (including clauses concerning Confidential Information, Therapist Data, Non-Circumvention Obligations, Intellectual Property Rights, limitation of liability, indemnities and this clause 14.4) will continue in force.

15. DISPUTE RESOLUTION

15.1 If a dispute arises between the parties in connection with this Agreement, either party may give written notice to the other describing the dispute.

15.2 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.

15.3 If the dispute is not resolved within that period, either party may commence court proceedings in accordance with clause 16. Nothing in this clause prevents a party from seeking urgent injunctive or declaratory relief.

16. GOVERNING LAW

16.1 This Agreement is governed by the laws of Victoria, Australia.

16.2 Each party submits to the non-exclusive jurisdiction of the courts of Victoria and any courts competent to hear appeals from those courts.

17. GENERAL

17.1 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 Therapist’s use of the Platform as a service provider.

17.2 Variation

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

17.3 Assignment

The Therapist 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.

17.4 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.

17.5 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.

17.6 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.