Changes Psychology Pty Limited trading as Paperless Admin (Provider)
You – the person using the provider’s website or procuring the Provider’s services (Customer)
The person using the website or procuring the Customers health related services (Client)
1. When the agreement becomes legally binding
The Agreement will form a binding agreement between the parties when:
- Customer or Client uses Provider’s website and/or forms hosted on the Provider’s website; or
- Customer registers for a Free Trial of services; or
- Customer commences using the paid service after the free trial expires
- The Provider operates a business and website that facilitates the provision reception and administration based services to Customers (to support the Customers’ Clients)
- The Agreement applies to all aspects of the relationship between Client, Customer and Provider, including without limitation:
- the Services;
- Customer’s use of Provider’s website;
- all communications between Client, Customer and Provider.
3. Provider Responsibilities
- Subject to the Agreement, Provider will provide Services to Customer.
- Provider is not responsible for any service provided by the Customer, including psychological or other health related treatments. Provider is responsible for the parts of the admin and reception services within their control only.
- Customer acknowledges that Client, and not Provider, is responsible for enforcing the Customer’s contractual or other rights against psychologists.
- Provider will not provide information, reports or documentation for medico-legal or family court related purposes, as this is the Customers responsibility, unless required to do so by law, under a subpoena or by a court order.
- Provider will keep Customer’s and Clients’ confidential information confidential and only share it:
- to the extent necessary to provide the Services;
- to comply with the law or a court order; or
- with Customer’s written consent.
4. Customer and Client Responsibilities
- Customer and Client are responsible for the information it provides to Provider.
- Customer and Client warrant they are authorised to arrange appointments for the persons for whom it books appointments.
- Customer and Clients will cooperate reasonably and in good faith with the Provider. Customer and Client agree to:
- inform provider of all matters necessary for it to provide the Services safely;
- Having their own insurance and relevant registrations and authorisations to engage in the service
- respond in a timely manner to Provider’s inquiries related to the Services.
5. Quotes and information
- A quote or indication of a price issued by the Provider to the Client on the Customers behalf, is an invitation to treat, not a contractual offer.
- There may be technical or administrative errors in a quote or other informational materials provided by Provider.
6. Fees and payment
- Customer must pay Provider the amounts set out on the pricing page (all in Australian Dollars, AUD) at paperlessadmin.com.au , these amounts are debited off the Customer’s credit or debit card to pay for the week in advance. The
- Client Payments are due no later than 48 hours before Appointments booked with more than 48 hours notice. For Appointments booked on less than 48 hours notice, payment is due immediately upon making the Appointment.
- Client authorises the Provider on Behalf of the Customer to effect automatic payment transactions for such fees by debit or credit card on a session-to-session basis and agrees to do all things necessary to facilitate such automatic payments.
- Both Client and Customer are responsible for paying all government charges or duties of any kind incurred in or in connection with Provider’s provision of credit, or supply of Services. Such charges include without limitation all stamp duties, GST, financial institution duties, and any other charges or duties of a like kind.
- Payment will be deemed to have been made when the Provider has processed the Client’s payment or the Customer receives the cleared funds in their bank account.
7. Cancellation of appointments and Refund Policies
- Provider or psychologists may cancel an Appointment. Customer may cancel an Appointment up to 48 hours before the Appointment free of charge. In either case Provider will refund moneys paid in respect of the cancelled Appointment.
- If Clients cancels the first Appointment, Provider will retain the $50 booking deposit.
- If Client cancels an Appointment less than 48 hours before the Appointment, but more than 12 hours before the appointment, the Provider may charge the Customer a $50 cancellation fee payable for cancelling the Appointment and the Client agrees to pay the fee.
- If Client cancels an Appointment less than 12 hours before the Appointment, Provider may charge the Customer the full amount payable for the Appointment and Customer, if charged, must pay that amount.
- If Client engages in or completes a session with a psychologist, no refunds are possible irrespective of the outcome of the sessions (please refer to sections 12, 13 and 14 below)
- If Customer decides to cancel service, 28 days notice must be given in writing. No refunds will be given for services within this 28 day period.
8. Failure to pay
If Customer or Client, fails to pay Provider any amount under the Agreement on the due date for payment, or if Customer does not maintain sufficient funds in its account and as a result automatic payment fails, Provider may immediately do any or all of the following, without any liability, until all overdue fees are paid:
- charge Customer interest on the overdue amount at a rate of 10.15%;
- suspend Customer’s or Client’s use of any or all of the Services and cancel the Customer’s Appointments;
- if Client does not pay Provider, then provider has no obligation to pay Customer
- terminate the Agreement;
- initiate proceedings against Customer or Client to recover the overdue amount (despite any dispute resolution clause in the Agreement); and
- recover all costs in relation to any action taken against Customer or Client to recover overdue amounts, including but not limited to legal costs and outlays on a full indemnity basis.
9. Provider’s set-off rights
- Provider, after having demanded payment of a sum overdue, may apply any payment paid by Customer, against:
- Provider’s costs and disbursements in recovering the sum due;
- any interest accrued; or
- the amount overdue.
- Provider may at any time set off any amount Customer owes to Provider against any amount Provider may then owe to Customer.
10. Amendment to Agreement
Provider may amend the Agreement with notice to Customer. If Customer does not accept the amendment to the Agreement, Customer may terminate the Agreement immediately with notice to Provider.
- Either party may terminate this agreement at any time by giving 2 weeks’ notice to the other party.
- Termination of the Agreement shall not affect Customer’s obligation to pay any outstanding Fees or other amounts in relation to Services.
12. Exclusion of express warranties
Except as expressly provided in the Agreement, Provider makes no warranties or guarantees that:
- psychological treatments and other services facilitated by Provider are suitable for the person receiving them;
- treatment provided by psychologists will be effective;
- psychological tests, surveys and assessment tools are free from defects or are effective diagnostic tools.
- Reception or administration related services achieve the outcomes requested by the Client or Customer
13. Limitations, exclusions and indemnities subject to the law
All limitations, exclusions and indemnities in the Agreement are subject to Non Excludable Conditions to the extent of any inconsistency, and apply to the fullest extent permissible by the law.
14. Limitation of liability
Provider excludes all other liability to Customer for any Costs, including Consequential Loss, suffered or incurred directly or indirectly by Customer in connection with the Agreement or the Services, including in connection with:
- any act or omission of the Provider, or any related body corporate under or in relation to the Agreement;
- any act or omission by a psychologist from whom the Customer has received treatment, or with whom Customer has an Appointment;
- negligence or misconduct of a psychologist with whom Provider has facilitated an Appointment;
- the Provider’s breach of the Agreement;
- arrangement of Appointments by persons other than Customer
- the termination of the Agreement;
- the Customer’s failure to fulfil its obligations under the Agreement;
- any Appointment cancellation;
- any unauthorised activity by a third party in relation to the Services, or the Customer’s or Customer’s nominee’s personal information;
- any personal injury or death arising directly or indirectly in connection with the Agreement;
- any loss or damage to property arising directly or indirectly in connection with the Agreement;
- failure of any third party component including, without limitation, software failure, hardware failure, network failure, or power failure;
- incorrect, corrupt or lost data;
- computer virus, trojan and other malware in connection with the Services;
- security vulnerabilities in relation to the Services or any breach of security that results in unauthorised access to or corruption of Data or data;
- failure of any third party software including, without limitation, the operating system and any other software;
- failure of any third party component including, without limitation, hardware failure, network failure, or power failure;
- reliance on psychologists’ advice;
- Customer’s failure to provide sufficient access or accurate information for the Provider to provide the Services;
The foregoing limitation applies however the Costs are caused whether they arise in contract, tort (including by Provider’s negligence), or under statute.
To the fullest extent available under the law, Provider excludes all implied guarantees, conditions and warranties from the Agreement and the Services, except any Non Excludable Condition.
Non Excludable Conditions
Where a Non Excludable Condition is deemed to apply, to the fullest extent possible under the law, Provider limits its liability for any breach to:
- In the case of goods:
- the re-supply of the goods or payment of the cost of the re-supply of the goods; or
- the replacement or repair of the goods or payment of the cost of replacement or repair of the goods; and
- In the case of services:
- the re-supply of the services affected by the breach; or
- the payment of the cost of such re-supply of the services.
15. General indemnity
Customer indemnifies the Indemnified against all Costs suffered or incurred by the Indemnified, however caused, arising wholly or partially, directly or indirectly, in connection with the Agreement or Customer’s use of the Services, including in connection with:
- Customer’s or Client’s breach of the Agreement;
- Customer’s or Client’s breach of warranty including Customer’s warranty as to its authorisation to book Appointments;
- the Provider’s enforcement of its rights in connection with the Agreement, including legal costs on a full indemnity basis;
- any harm to, claim or action by a psychologist or other third party arising directly or indirectly from the Customer’s use of the Services;
- any personal injury or death arising directly or indirectly out of the Customer’s conduct or the conduct of any person for whom Customer has booked an Appointment;
- any damage to property arising directly or indirectly out of the Customer’s conduct or the conduct of a person for whom the Customer has booked an appointment;
- any negligent or unlawful act or omission by the Customer, or a person for whom the Customer has booked an Appointment, in connection with the Services;
- the Provider’s, a psychologist’s, or a third party’s reliance on a misleading representation made by a Customer;
- the Customer’s breach of Privacy Law;
- the Customer’s failure to fulfil any of its obligations in the “Privacy” clause of the Agreement;
- any complaints process initiated by a person under Privacy Law; or
- any other cost incurred by the Provider as a result of a person pursuing rights conferred upon them by Privacy Law.
16. Conditions of Indemnity
- The Indemnified may make a claim under indemnities in the Agreement in relation to a Cost before having incurred the Cost, or before making a payment in relation to the Cost.
- The indemnities in the Agreement shall be in addition to any damages for breach of contract to which Provider may be entitled. Nothing in the indemnities in the Agreement will be construed so as to prevent Provider from claiming damages in relation to Customer’s breach of any term of the Agreement.
- Each indemnity in the Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of the Agreement for whatever reason.
17. Provider’s privacy practices
- Provider may collect and store Data.
- how and why Provider collects and stores Data; and
- under what conditions Provider shares Data.
- Provider makes no warranties or guarantees, implied or express, in respect of the retention of or continued accessibility of any Data.
- Provider may store the Data “offsite”. The Data storage location will not affect the laws that govern any agreement arising under the Agreement.
- At the request of Customer, Provider will take reasonable steps to delete Data about Customer stored by Provider where appropriate.
- The businesses that Provider contracts with to support its business are committed to protecting the confidentiality of Data, however, Provider reserves the right to permit those businesses to access, view and review any of Customer’s Data in order to support Provider’s business and comply with any relevant laws, including in the following circumstances:
- if a government agency or regulatory body lawfully and specifically requests them to do so;
- when performing routine backup and restore operations, virus scan and virus removal, spam and content filtering; or
- when such access, view or review is urgent and necessary to protect personal safety, perform troubleshooting, restore systems operation in the event of a server failure, or prevent a server failure, service outage or other damage.
18. Customer privacy obligations:
- If Customer provides Data to Provider about any third party, for example when the Customer arranges an Appointment for a third party or third parties, Customer warrants that:
- Customer has notified that person of the personal information Customer has disclosed to Provider; and
- Communications must be in writing.
- Either party may serve any Communication on the other party by sending it to that party’s email address. The Customer’s email address for Communications is the address set out on the Customer’s completed claiming and consent form, The Provider’s email address is firstname.lastname@example.org
- A Communication by email will be taken to have been received by the addressee 24 hours after the email was sent, unless the party sending the email knows or reasonably ought to suspect that the email was not delivered to the addressee’s domain specified in the email address.
20. Inconsistency with other documents
If the Agreement are inconsistent with any other document between the parties, the Agreement prevails to the extent of the inconsistency.
21. Governing law
The laws of Queensland govern the Agreement. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
The Agreement may only be amended by an agreement in writing duly executed by each party.
Customer cannot assign, novate or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of Provider. Provider may assign, novate or otherwise transfer any of its rights or obligations under any contract arising from the Agreement to a third party without notice to, or the prior consent of, Customer, but if Provider requires, Customer will sign any documents to give effect to an assignment, novation or transfer by Provider under this clause.
24. Unforeseen events
- The obligations of Provider under the Agreement are suspended to the extent that an Unforeseen Event affects them, as long as the Unforeseen Event continues. However, if an Unforeseen Event continues for more than 40 Business Days, Provider may terminate the Agreement by notice in writing to Customer of not less than 10 Business Days.
- The occurrence of an Unforeseen Event does not suspend the obligation of Customer to pay any money under the Agreement.
- A party claiming an Unforeseen Event must use their best endeavours to remove, overcome or minimise the effects of that Unforeseen Event as quickly as possible.
25. Time is of the essence
Time is of the essence for the performance of Customer’s obligations.
26. General and interpretation
The parties agree to do everything required to give full effect to the Agreement.
The Agreement and any other document incorporated by reference constitute the entire legal agreement. The parties agree that they have not relied on any representation or statements outside the terms of the Agreement.
The documents constituting the Agreement may be executed in a multiple counterparts. The counterparts will be read as 1 legal document.
No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.
Any unenforceable or invalid term of the Agreement will only be severed to the extent of the unenforceability or invalidity without affecting any other term in the Agreement.
Binding on successors
The Agreement is binding on each party’s successors and permitted assigns.
The parties will cover their own expenses in preparing the Agreement documents.
Unless the terms and conditions of the Agreement explicitly state otherwise, the Agreement will be interpreted as follows:
- a reference to a party includes that party’s permitted assigns, administrators, successors, executors, legal representatives and any novated party;
- any reference to a trustee includes any substituted or additional trustee;
- unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
- “including”, “includes” or any derivation of those words does not limit the matter in question to the things specifically mentioned in the applicable context;
- where a term is defined, other grammatical forms of that term will be taken to have the same meaning;
- headings are for convenience and will not affect interpretation;
- words in the singular will be taken to include the plural and also the opposite;
- “$” means the Australian dollar;
- a reference to a document will be to that document as updated, varied or amended;
- a document referenced by the Agreement will not take precedence over the referencing document;
- when any kind of legislative instrument is referenced, the reference will be taken to be that instrument as updated or substituted for by the legislative body in any way;
- where a “URL” is mentioned, the non-operation of the “URL” will not render the rights and obligations associated with it invalid;
- any referenced digital resource may be replaced with another digital resource that is a “copy” of the original resource;
- a reference to a party’s conduct includes omissions as well as acts;
- if a party is described as having discretion in a matter, the discretion in that matter will be interpreted as sole and absolute; and
- where a party is required to do “anything necessary”, this includes executing agreements and other legal instruments.
means the legally binding agreement embodied in this document entitled “Terms and Conditions”.
means appointments with qualified psychologists, including telephone appointments and home and school visits.
Australian Consumer Law
means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane.
means any written communication including each notice, consent, approval, request and demand) under or in connection with the Agreement.
means loss of revenue, loss of profits, loss of anticipated savings or business, pure economic loss, loss of data, loss of value of equipment (other than the cost of repair), loss of opportunity or expectation loss, and any other form of consequential, special, indirect, punitive or exemplary loss or damages.
means any costs, expenses, losses, damages, claims, demands, proceedings, and other liability.
means personal information (as defined under the Privacy Act 1988 (Commonwealth)) the Customer provides to the Provider.
means Provider and its directors, employees, contractors and agents and any psychologist with whom the Provider facilitates an Appointment with the Customer.
means in respect of a party (the Insolvent), the appointment of an administrator, a receiver or receiver and manager in respect of the Insolvent, an application to a court or an order for the winding up of the Insolvent, or where anything analogous or having a substantially similar effect to any of the preceding events occurs.
Non Excludable Condition, Non Excludable Conditions
means any guarantee, condition or warranty (such as the consumer guarantees implied by the Competition and Consumer Act 2010 (Cth)), which cannot by law be excluded.
means the following services:
- arranging appointments with qualified psychologists including telephone appointments, and home and school visits;
- facilitating electronic payment for Appointments; and
- managing the documentation and records associated with Appointments.
Unforeseen Event, Unforeseen Events
means an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government agency, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a virus or other malicious code.