1.1. The definition and rules of interpretation in this clause 1.1. apply in this agreement:
“Agreement” means this Agreement, including all of its schedules, which have full effect as if they were incorporated into the body of the agreement.
“Company” means PhysioLinked Limited.
“Data Controller” has the meaning given to it in Section 1(1) of the Data Protection Acts 1988 and 2003.
“Personal Data” has the meaning given to it in Section 1(1) of the Data Protection Acts 1988 and 2003 and relates only to personal data, or any part of such personal data, in respect of which the Physiotherapist is the Data Controller and in relation to which the Company is providing services under this Agreement.
“Physiotherapist” is a person with a Bachelor of Science Degree in Physiotherapy and a practicing member of the Irish Society of Chartered Physiotherapists or registered with the Irish Health and Social Care Professionals Council and or a physiotherapist practice where the Physiotherapists within the practice have a Bachelor of Science Degree in Physiotherapy and are practicing members of the Irish Society of Chartered Physiotherapists or registered with the Irish Health and Social Care Professionals Council.
“Profile Page” means the Physiotherapist’s profile listed on the Website.
“Services” The Services provided by the Company to the Physiotherapist as specified in clause 3.
“Stripe” the payment infrastructure provided by www.stripe.com.
“Treatment Fee” the price set by the Physiotherapist for treatment of any person.
“User” means any person who using the Website to seek the provision of physiotherapy services either for themselves or another person.
“Website” means the Website known as www.physiolinked.com owned and operated by the Company.
1.2. The headings in this Agreement shall not affect their interpretation.
1.3. A person includes an actual person, corporate or unincorporated body (whether or not having a separate legal personality).
1.4. A reference to a Statute or Statutory provision is a reference to it as it is in force for the time being taking account of any amendments, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5. Any obligation in this Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
1.6. References to clauses are to clauses of this Agreement.
2.1. The Company shall provide the Services to the Physiotherapist on the terms and conditions of this Agreement.
2.2. The provisions of this Agreement shall prevail over any inconsistent terms or conditions contained, or referred to in any document supplied by the Physiotherapist or implied by law, trade, custom, practice or course of dealings.
3.1. The Company shall, subject to the provisions of this Agreement provide the Physiotherapist with the following services (“ the Services”).
3.1.1 Display the Physiotherapist’s Profile Page on the Website
3.1.2 Make provisional appointments between Users and a Physiotherapist in accordance with the schedule the Physiotherapist provides to the Company. Should the Physiotherapist wish to change the provisional booking made by the Company the Physiotherapist shall do so directly with the User.
3.1.3 Facilitate payment by the User by debit or credit card to the Physiotherapist for any treatment provided by the Physiotherapist, using Stripe.
3.1.4 Provide an online practice management and video conferencing system which will allow the clinician to store patient notes.
3.2. It is the duty of the Physiotherapist, who wishes to display a Profile Page on the Website, to provide the Company with documentation that provides that they:
3.2.1 Meet the definition of Physiotherapist as set out in clause 1.1 above; and
3.2.2 Have professional indemnity insurance
3.3. The Company shall not permit any Profile Page to be displayed where the Company is not satisfied that the criteria set out in clauses 3.2.1 and 3.2.2 above has been met.
3.4. For the avoidance of doubt the Company shall not be a party to any agreement between the Physiotherapist and the User of the Website.
3.5. The Physiotherapist is entirely responsible for maintaining the confidentiality of its passwords and accounts, and for any and all activities that occur under the Physiotherapist’s accounts or passwords.
3.6. The Physiotherapist agrees to immediately notify the Company of any unauthorised use of its accounts or passwords, or any other breaches of security known to the Physiotherapist.
3.7. The Company will not be liable for any loss that the Physiotherapist may incur as a result of someone else using or accessing its passwords or accounts, either with or without the Physiotherapist’s knowledge. However, the Physiotherapist may be held liable for losses incurred by the Company or any other party as a result of someone else using or accessing the Physiotherapist’s passwords or accounts.
4.1. In consideration of the provisions of the Services by the Company to the Physiotherapist the Physiotherapist shall pay the charges as set out in Schedule 1.
4.2. Following completion of the treatment by the Physiotherapist, the Physiotherapist will notify the Company via confirmation email that the treatment has occurred. Once this confirmation is received by the Company, the Company shall release the payment made by the User for the treatment less the Charges, to the Physiotherapist via Stripe.
4.3. Late payment of the Treatment Fee, incorrect debit or credit card details, invalid credit or debit cards or insufficient funds are for the Physiotherapists own risk.
4.4. The Physiotherapist acknowledges and agrees that the Company has the right to deduct the Charges from the Treatment Fee.
4.5. If the Physiotherapist fails to make any payment by the due date then all monies owing to the Company shall immediately become due and payable and the Company shall be entitled to suspend the Services (or any part of them) and or may terminate this Agreement with immediate effect.
4.6. The Company will under no circumstances be liable to refund all or any part of the Charges in the event of any suspension of any of the Services or termination of the Agreement under clause 4.2 above.
4.7. The Company reserves the right to amend the Charges at any time without consultation. The Company shall provide the Physiotherapist of one month’s notice of any change to the Charges. In the event that the Physiotherapist is unwilling to accept the amended Charges, the Physiotherapist may terminate this Agreement within the one month notice period.
5.1. The Company may refuse, edit or require to be amended any information or content contained in the Profile Page so as to comply with legal or moral obligations placed on either party, to avoid infringing third party rights, codes of practice of the Society of Chartered Physiotherapists in Ireland and the codes of the Advertising Standards Authority (the ASAI) and all other relevant or any relevant legislation, to respond to any complaints, or to correct any typographical errors or technical inaccuracies.
5.2. The Physiotherapist shall be solely responsible for the accuracy of the information contained in the Profile Page.
5.3. Any prices displayed by the Physiotherapist must include any relevant taxes.
5.4. The Profile Page must contain details of any cancellation policy and/or no show policy. The Physiotherapist must inform the Company in writing should they wish to publish and enforce a cancellation fee.
6.1. The Physiotherapist’s warrants that the Profile Page and all the information provided by it to the Company, including any Appointment Schedule:
(a) is complete, accurate, legal, non-defamatory, decent, honest and truthful and complies with all current legislation and all relevant codes of practice including but not limited to the codes of practice of the ASAI;
(b) will not breach or infringe any third party’s intellectual property rights.
6.2. The Physiotherapist warrants that it fulfils the definition of Physiotherapist as set out in clause 1.1and has the capacity to offer and provide any services advertised by it on the website.
6.3. The Physiotherapist warrants that it has sufficient professional indemnity insurance in place.
6.4. The Physiotherapist warrants that when transmitting the Profile Page or any other information to the Company it shall not contain any virus or corrupted data and shall not harm or damage in any way the Website or software of the Company.
7.1. The Physiotherapist shall indemnify and hold the Company harmless for all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages, expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company as a result of or in connection with:
(a) Any alleged or actual infringement, whether or not under Irish Law of any third party’s intellectual property rights or any rights arising out of the use or supply any products and or services by the Physiotherapist a User or any other person or;
(b) any alleged or actual loss damage or injury of any person arising out of the treatment by the Physiotherapist.
(c) Any breach by the Physiotherapist of the warranties set out in clause 6 above.
8.1. To the extent permitted by law, the Company provides the Website without any warranties or guarantees. In particular the Company does not warrant that the Website or any of its contents are virus free.
8.2. The Company shall not be liable to the Physiotherapist, whether in contract, tort (including negligence) for breach of statutory duty, or otherwise, arising under of in connection with this agreement for loss of profits, loos of sales or business, loss of agreements or contracts, loss of anticipated saving, loss of data or information, loss of or damage to good will and any indirect or consequential loss.
8.3. The Company allows Users to post reviews of the Physiotherapist following treatment to the Website (“User Reviews”). The Company does not monitor and has no liability for the content of the User Reviews.
8.4. The Company is not liable for and accepts no responsibility for the any loss arising from any cancellation of or delay in the arrival to any appointment with the Physiotherapist by the User or any third party. In this eventuality the Company does not deduct any charge from the Users debit or credit card.
8.5. The Company will accept no responsible for any infection by virus or other contamination or by anything which is destructive to the property of the Physiotherapist or any third party.
8.6. The Company will accept no responsibility or liability to the Physiotherapist for any interruption or delay in accessing the Website.
9.1 The Company and the Physiotherapist acknowledge that for the purposes of the Data Protection Act 1988 and 2003, the Company is the Data Processor and the Physiotherapist is the Data Controller.
9.2 The Company shall process Personal Data supplied by the User for the purposes of providing the Services to the Physiotherapist.
9.3 Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
9.4 The Personal Data supplied by the User and or the Physiotherapist may be transferred, and stored at, a destination outside the European Economic Area (“EEA”). It may also be processed by staff operating outside the EEA.
10.1. Either party may terminate the Agreement without liability to the other immediately on giving notice to the other if (a) the other party commits a breach of any of the obligations under the Agreement and (if such breach is remediable) and fails to remedy that breach within seven days of the party being notified in writing of the breach or (b) the other party ceases to trade, enters into liquidation either compulsory or (except for the purposes of reconstruction or amalgamation) voluntarily, has the receiver appointed over all of any of its assets or has an examination order made against it.
10.2. The Company may terminate the Agreement without liability to the Physiotherapist where the Physiotherapist fails to pay any sum due to the Company under clause 4 above.
10.3. Either party may terminate the Agreement by giving the other party ten days written notice of their intention to terminate the Agreement.
10.4. The Company may terminate the Agreement immediately if the Physiotherapist ceases to become a member of the Irish Society of Chartered Physiotherapists or fails to show adequate Public Indemnity Insurance.
10.5. Termination shall not affect the rights and obligations of the parties at the date of termination.
11.1. No variation of the Agreement shall be valid unless it is in writing or signed by or on behalf of each of the parties.
12.1. A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by any party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
12.2. Unless specifically provided otherwise, rights arising under the Agreement are communicative and do not exclude rights provided by law.
13.1. If any provision of the Agreement (or part of any provision) is found by a Court or other authority or composite Jurisdiction to be invalid, illegal or un-enforceable that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
13.2. A provision of the Agreement or part of any provision if found illegal or unenforceable that provision shall apply with the minimum modifications necessary to make it legal, valid and enforceable.
14.1. The Agreement constitutes the whole Agreement between the parties and supersedes all previous Agreements between the parties relating to its subject matter.
14.2. Each party acknowledges that, in entering into the Agreement, it is not relied on and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently).
14.3. Nothing in this clause shall limit or exclude any liability to fraud.
15.1. The Company may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
15.2. Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of any other person.
This Agreement shall be construed in accordance with Irish Law and the parties submit to the non-exclusive jurisdiction of the Irish Courts.
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