SUMMARY

This is a summary of our Therapist Terms of Service. It is not a substitute for reading the full version below.

  • Harley Therapy Platform provides a booking platform on which you can advertise Services which you offer in your home or work office, or via phone or online.
  • You agree to provide the Services to the highest industry standards
  • You are responsible for ensuring that the information on the Portal regarding time and date availability is always fully up to date so that potential Clients are able to view the accurate time and date availability at the time of making a Booking.
  • You must at all times provide the Services on the Website at the same or lower fees than you offer on your own website.
  • You agree to substitute in-person sessions with online or phone sessions where the client cannot attend.
  • You agree to charge the same fee for online and phone sessions as for in-person sessions.
  • You will accept all Bookings from Clients within four working hours of receipt of a Booking Confirmation.
  • You will be charged 50% (including VAT) commission for the first Session Booking made via our Platform. Subsequent sessions will be charged at 10% (including VAT).
  • All payments due from Harley Therapy Platform to the Therapist shall be made available via the Therapist’s Stripe account.
  • We are responsible for arranging, monitoring and obtaining feedback for Client Sessions and are appointed under these Terms of Services as your agent to do so.
  • You understand that all clients will be expected to log their credit card details so that payments can be taken in advance.
  • You agree to be monitored (client retention, responsiveness to new Bookings that require confirmation) for quality purposes and service improvement.
  • You agree not to solicit Clients to make Bookings otherwise than through the Harley Therapy Platform Website / Portal.
  • You agree not to ask Clients booked via Harley Therapy Platform to pay you directly, whether by cash, cheque, card, Paypal or BACs transfer or any other means. You should not accept material gifts from clients.
  • You understand that Clients will have access to a dashboard where they can view their details, sessions and billing history.
  • We offer Clients a Guarantee such that if they are unsatisfied, they can meet with an alternative Therapist, at Harley Therapy Platform’s expense.
  • You are responsible for the Services which you provide to Clients in your office or offline and the contract for those Services is between you and the Client. We are in no way liable to Clients for the Services they receive from you.
  • You must ensure that you have all accreditation, licenses, consents, authorities & insurance that are required for you to perform the Therapist Services at your chosen location/s and/or via your chosen medium.
  • You will ensure that in-person sessions take place in a high quality environment that meets the prevailing health and safety standards.
  • Whilst you should encourage Clients to attend weekly, (and pay for you to hold their space if they are away for the full fee), you will nevertheless adhere to a flexible cancellation policy (Clients can give 48 hours notice to cancel any session - and forfeit their space - or to end therapy).
  • All the Therapist Content you upload to your Page(s) must be accurate, not misleading and legally compliant.
  • If we can help with any questions or concerns, please contact us:

Email: info@harleytherapy.com

Post: Harley Therapy Platform Ltd, 1-7 Harley Street, London, W1G 9QD

(FULL VERSION)

Please read these Therapist Terms of Service (as well as the Client Terms and Conditions) carefully before you begin using the Harley Therapy Platform Services as these will apply to your relationship with Harley Therapy Platform. In using Harley Therapy Platform Services you agree to these Terms.

DEFINITIONS

"Agreement" means this agreement which sets out the terms and conditions upon which Harley Therapy Platform shall provide the Harley Therapy Platform Services to the Therapist and which comes into effect on the Effective Date;

"Terms and Conditions" means Harley Therapy Platform’s terms and conditions in relation to the third party products or services offered on the Website;

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

"Commission" means the commission (including VAT), as is in current force, payable by the Therapist to Harley Therapy Platform (based on a percentage of the total value of a Session);

"Portal" means the "Harley Therapy Platform" software licensed to the Therapist under this Agreement as one of the Harley Therapy Platform Services

"Client" means any person who purchases or receives the Therapist Services;

"Client Terms and Conditions" means the terms and conditions of service and/or terms of business that the Therapist contracts with the Client;

"Data Protection Legislation" means the DPA, the Privacy and Electronic Communications Regulations 2003 and all other applicable laws and regulations relating to the processing of personal data and privacy;

"Booking" means a time and date booked by a Client to receive Therapist Services;

"Distribution Channels" means any third party website or other media through which the Harley Therapy Platform Services are from time to time provided;

"DPA" means the Data Protection Act 1998 (as amended from time to time);

"Effective Date" means the date on which the Therapist ticks the box on the Sign up form to confirm acceptance of this Agreement;

"Completed Session" means a Session in respect of which the Therapist has successfully provided the Therapist Services to the Client;

"Guarantee" means a case where a Client is unsatisfied with their session, Harley Therapy Platform will pay for them to meet with an alternative Therapist.

"Intellectual Property Rights" means all intellectual property rights on a world-wide basis whether currently in existence or otherwise and whether vested or contingent including (without limitation) copyright (including foreign language translation rights), design rights, database rights, rights in any domain names, registered designs, patents, trade marks, trade names, signs and other designations provided the foregoing are of a proprietary nature and all similar rights whether registered or otherwise (including, without limitation, all extensions, reversions, revivals and renewals thereof). The above shall include, in relation to registerable rights, any applications made or rights to make applications in respect of any such rights;

"Material Breach" means a breach (including an anticipatory breach) which is not minimal or trivial in its consequences to Harley Therapy Platform. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding;

"Session" means any occurrence of an appointment booked by a Client or Therapist to receive any of the Therapist Services;

"Page(s)" means the internet page or pages and contents of the Therapist’s designated section of the Website or Distribution Channels (including the Therapist’s Harley Therapy Platform “homepage” and each page for the Therapist Services offered on the Website) along with any applicable page or pages and contents of the Therapist’s own website(s) or other website(s) where the Widget is used;

"Therapist Services" means the therapy services which the Therapist is in the business of providing to Clients and which are marketed to Clients by the Therapist through use of the Harley Therapy Platform Services;

"Therapist Content" means any information, documentation, equipment, software, photographs or other material (which may include the Therapist name, logo and any other brand features and Intellectual Property Rights) which may be published on the Page(s) pursuant to this Agreement;

"Harley Therapy Platform" means Harley Therapy Platform Ltd, a company registered in England under company number 10570725 and whose registered office is at 1-7 Harley Street, London W1G 9QD;

"Harley Therapy Platform Services" means the benefits and services a Therapist may receive from Harley Therapy Platform in return for paying the Commission to Harley Therapy Platform;

"Website" means the website at www.HarleyTherapy.com

HARLEY THERAPY PLATFORM SERVICES

In consideration of payment by the Therapist of the Commission and the Therapist performing all its other obligations herein and subject to this Agreement, Harley Therapy Platform shall provide the applicable Harley Therapy Platform Services to the Therapist, which shall (unless otherwise agreed) include a personal, non-exclusive, non-transferable and fully revocable licence to use the Portal.

In respect of all sessions, Harley Therapy Platform shall act and is hereby appointed as agent at law for the Therapist to conclude the Session with a Client and (where applicable) collect and process payments on behalf of the Therapist and nothing herein shall prevent or limit the Therapist from remaining fully responsible and liable for their provision and supply of Therapist Services to Clients.

PORTAL SOFTWARE LICENCE

The Therapist may use the Portal for the purpose of processing Sessions of Therapist Services for and on behalf of itself only. All Therapists are eligible to use the Portal.

The Therapist’s use of the Portal is at the Therapist’s sole risk. The service is provided on an “as is” and “as available” basis.

Technical support is provided by email primarily and is a benefit for the Therapist, but is not a right of the Therapist.

The Therapist understands and accepts that Harley Therapy Platform uses third party vendors and hosting Therapists to provide the hardware, software, networking, storage, and related technology required to run the Portal. The Therapist also acknowledges and agrees that Harley Therapy Platform shall have administrator’s access to all parts of the Portal, including those parts that have been specifically tailored for the Therapist.

The Therapist shall not reproduce, duplicate, copy, sell, resell or exploit the whole or any part of the Portal, or allow any third party (including group companies of the Therapist) to use or access the Portal without express prior written permission from Harley Therapy Platform (which may be denied or granted on such terms as Harley Therapy Platform in its sole discretion may determine).

Harley Therapy Platform does not warrant:

  • that the Portal will meet the Therapist’s specific requirements;
  • that the Portal will be uninterrupted, timely, secure, or error-free;
  • that any information or results that may be obtained from the use of the Portal will be accurate or reliable;
  • that the quality of any products, services, information, or other material purchased or obtained by the Therapist through the Portal will meet the Therapist’s requirements or expectations; or
  • that any errors in the Portal will be corrected.

The Therapist expressly understands and agrees that as regards use of the Portal Harley Therapy Platform shall not be liable for any loss of income or profits, loss of contracts, loss of goodwill, loss of data, or other intangible losses or for any indirect or consequential loss or damage (even if Harley Therapy Platform has been advised by the Therapist of the possibly of such loss or damage) resulting from:

  • the Therapist’s use of, or inability to use, the Portal;
  • unauthorised access to or alteration of the Therapist’s transmissions or data;
  • statements or conduct of any third party on the Portal; or
  • any other matter relating to the Portal.

PHOTOGRAPHY SERVICE

Harley Therapy Platform may at its discretion offer a Photography Service to Therapists. Where Harley Therapy Platform provides the Photography Service to a Therapist the following additional terms and conditions shall apply:

No warranties or guarantees are made about the quality of the photographs taken by the Harley Therapy Platform Photographer (the “Photos”) and/or their content or layout. It will be the responsibility of the Therapist to ensure that all necessary persons (if any) to be photographed are present at the appointment with the Harley Therapy Platform Photographer (the “Appointment”) and to agree with the Harley Therapy Platform Photographer that the set up and content of the Photos are to the Therapist’s satisfaction.

The Therapist may only use and publish the Photos on the Website and on the Therapist’s own website and social media pages. The Photos may not be used on any other online marketplace on which the Therapist advertises the Therapist Services. A limited amount of cropping is acceptable but no other editing of the Photos is permitted and Therapists are strictly prohibited from removing any of Harley Therapy Platform’s copyright notices from the Photos.

The Therapist acknowledges and agrees that the Photos are used under an non-exclusive and non-assignable licence that will automatically cease if the Therapist leaves Harley Therapy Platform. With the exception of the rights under that licence, the Therapist will not have any Intellectual Property Rights in the Photos.

All Intellectual Property Rights in the Photos will be owned by Harley Therapy Platform.

Harley Therapy Platform may use the Photos in any of its own advertising and marketing campaigns, on its website & social media channels and for any other purpose that it deems fit.

The Therapist may not print, distribute, use, publish, exploit, edit, crop, alter or otherwise deal with the Photos except with the prior written consent of Harley Therapy Platform, to be given at the sole discretion of Harley Therapy Platform.

THERAPIST OBLIGATIONS

In consideration of receiving the Harley Therapy Platform Services, the Therapist agrees to pay all applicable Commission to Harley Therapy Platform and to accept all Sessions and process and supply the Therapist Services to the highest professional standards and in line with any specific terms and conditions set out in this Agreement. A breach of this will be a Material Breach of this Agreement.

The Therapist must accept all Bookings and may only decline to accept the same in exceptional circumstances, otherwise the Therapist shall be considered to be in Material Breach of this Agreement and may forfeit any payments due to it in connection with this Agreement.

Therapists using the Portal will be responsible for confirming receipt of each Booking on the Portal within four working hours of receipt. If a Therapist has not responded to a Booking Confirmation within four working hours of receipt, Harley Therapy Platform will have the right to take such action in respect of that Booking as it deems reasonable in its sole discretion. This may include cancellation of the Booking by Harley Therapy Platform in which case the Therapist may be deemed to be in Material Breach of this Agreement.

In respect of all Bookings, the Therapist is obliged to comply with the cancellation and rescheduling policy set out in the Client’s Terms and Conditions. In summary:

Harley Therapy Platform will offer a refund in respect of Bookings which are cancelled (or unable to be rescheduled) provided the relevant appointment is not due to take place in the next 48 hours.

If a Client wishes to change the date and/or time of a Session, provided the Client gives at least 48 hours prior to the time of the appointment, the Client can choose a suitable alternative Session time and/or date. In the event that a Therapist is unable or unwilling to accept a Booking following a Client requesting such a change, Harley Therapy Platform will treat the Booking as cancelled by the Client and will refund the Client the full amount of the Session.

If a Therapist wishes to change the date and/or time of a Session, in the event that the Client is unable or unwilling to agree to such change, Harley Therapy Platform will treat the Booking as cancelled by the Therapist and will refund the Client the full amount of the Booking. However, if Harley Therapy Platform deems it reasonable to do so in the circumstances, and at Harley Therapy Platform’s sole discretion, Harley Therapy Platform may still require the Therapist to pay the applicable amount of Commission that would have been due from the Therapist in respect of that Booking.

The Therapist is responsible for ensuring that all Therapist Content (especially details of and fees for the Therapist Services) that it publishes or provides to Harley Therapy Platform to publish on the Page(s) is accurate, correct and not misleading. The Therapist should only upload photographs to its Page(s) which the Therapist has a right to use. Any breach of this clause is a Material Breach of this Agreement.

The Therapist must at all times supply the Therapist Services on the Website at a fee which is the same or lower than that offered on the Therapist's own website. If a Client provides proof of a better fee available on the Therapist's own website for Services booked through the Website, Harley Therapy Platform reserves the right to refund the Client the difference and to adjust the amount paid to the Therapist in connection with those Therapist Services accordingly.

The Therapist agrees to charge the same fee for online and phone sessions as for in-person sessions.

The Therapist will adopt a standard set of Client Terms and Conditions. It is particularly drawn to Therapist’s attention that Clients, as a matter of law, will not be bound by any terms and conditions in respect of an Booking if those terms and conditions were not brought to the attention of the Client prior to their placing the Booking. The Therapist should bear this in mind when creating the Therapist Content to include on their Page(s). It is preferred by Harley Therapy Platform that additional terms and conditions are included directly within the relevant Page(s).

The Therapist is solely responsible for ensuring that the information on the Portal regarding time and date availability is kept completely up to date so that potential Clients are able to view the accurate time and date availability at the time of making a Booking.

Even if a “no show” has not been flagged on the Portal, if payment has been received, the Session will be treated by Harley Therapy Platform as completed and Harley Therapy Platform shall be entitled to receive Commission in respect of that Session.

The Therapist shall not solicit Clients derived from the Harley Therapy Platform to make Bookings otherwise than through the Website.

Where a Client makes a Booking and the Therapist encourages that Client to cancel their Booking and make a separate Booking directly with the Therapist, the Therapist shall be in Material Breach of this Agreement.

If Harley Therapy Platform has reasonable grounds to suspect that the Therapist has made or makes any direct or indirect attempt to avoid paying any Commission, for example without limitation, by fraudulently flagging a Session as a cancellation or non-chargeable, this shall be a Material Breach of this Agreement and shall give Harley Therapy Platform the right, without limiting other remedies available to it, to withhold and retain any payments due to the Therapist under this Agreement.

CLIENT SERVICE AND COMPLAINTS

The Therapist shall use best endeavours to provide high quality Therapist Services to all Clients

The Therapist consents to have their performance measured and presented to prospective Clients (including but not limited to Client retention, Client reviews, responsive to new Bookings) for quality purposes.

The Therapist shall promptly deal with any enquiries, matters or issues relating to Sessions including dealing with Client complaints.

The Therapist shall be directly responsible to the Client for any failure to fulfil the Client’s expectations or for any other legal liability which arises in respect of the Therapist Services, except where such liability arises as a result of Harley Therapy Platform’s negligence.

Harley Therapy Platform shall refer any Client complaints it receives to the Therapist and the Therapist shall acknowledge all complaints, and shall respond to the relevant Client within 48 hours of the Therapist’s receipt of a complaint (whether the complaint has come directly from the Client or via Harley Therapy Platform).

The Therapist shall make all efforts to reach a resolution to any complaints within 10 days and must notify Harley Therapy Platform of any correspondence between the Therapist and the Client relating to the complaint and generally keep Harley Therapy Platform apprised of its progress and the status of the complaint.

The Therapist acknowledges and accepts that the Website includes a reviewing platform, on which Clients may post publicly viewable reviews about their experiences with Harley Therapy Platform and with the Therapist (particularly in relation to the Therapist Services) (“User Generated Content”). The Therapist should note that this platform may not be opted out from and may from time to time contain negative reviews and/or feedback from Clients, which is outside Harley Therapy Platform’s control. There may be an option for the Therapist, if they are the subject of any User Generated Content, to reply to reviews about them. However, any content the Therapist posts in response to User Generated Content must be polite and professional and non-threatening or confrontational, and it may be subject to review by Harley Therapy Platform (and may be removed or amended in Harley Therapy Platform’s sole discretion if Harley Therapy Platform deems it reasonably necessary to do so). The Therapist shall have no right to any remedy (including without limitation, any right to terminate this Agreement) as a result of any User Generated Content naming or referring to the Therapist. However, if the Therapist, acting reasonably, feels that any User Generated Content is defamatory of the Therapist or any person or in some other way is a violation of any person’s legal rights, the Therapist may flag and report that User Generated Content to Harley Therapy Platform. In such case, Harley Therapy Platform shall review the same and in its sole discretion take any action it deems necessary or desirable (including, for example, removing or amending the relevant piece of User Generated Content).

Harley Therapy Platform will offer all Clients a Guarantee such that if Client is unsatisfied with their session/s, Harley Therapy Platform will pay for them to meet with an alternative Therapist for a first Session.

CLIENT DATA

For the purposes of this clause, “data controller”, “data processor”, “personal data”, “process” and “processing” shall have the meanings given to them in the DPA.

Harley Therapy Platform and the Therapist acknowledge that, for the purposes of the Data Protection Act 1998, Harley Therapy Platform is the data controller and the Therapist is the data processor of any Client personal data.

The Therapist may not use Client personal data collected through the Portal for any purpose other than fulfilment of the relevant Session.

The Therapist may collect Client personal data separately and directly by itself (for example, where Clients have booked Therapist Services otherwise than through use of the Harley Therapy Platform Services and where the Therapist has separately obtained permission directly from the Client to use their data), in which case, in respect of that data, the Therapist shall be the data controller of that Client personal data for the purpose of the DPA.

When the Therapist is processing Client personal data as a data processor for Harley Therapy Platform (e.g. personal data on the Portal) the Therapist shall:

  • process the personal data only in accordance with instructions from Harley Therapy Platform (which may be specific instructions or instructions of a general nature);
  • comply with all Data Protection Legislation;
  • process the personal data only to the extent and in such manner as is necessary or as is required by law or by any regulatory body;
  • promptly comply with any request from Harley Therapy Platform requiring it to amend, transfer or delete the personal data;
  • implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;
  • take all reasonable steps to ensure the reliability of its staff and agents who may have access to the personal data and ensure that such staff and agents (a) are informed of the confidential nature of the personal data; and (b) have undertaken training in the laws relating to handling personal data;
  • not cause or permit the personal data to be published, disclosed or divulged, or transferred to a third party or to be transferred outside of the European Economic Area without the prior consent of Harley Therapy Platform; and
  • notify Harley Therapy Platform within five (5) Business Days if it receives any complaint, notice or communication which relates directly or indirectly to the processing of the personal data or to either party's compliance with the DPA and the data protection principles set out therein, and it shall provide Harley Therapy Platform with full co-operation and assistance in relation to any such complaint, notice or communication.

THERAPIST WARRANTIES AND INDEMNITY

The Therapist shall provide Harley Therapy Platform with any Therapist Content it reasonably requires to be provided with in order to supply the Harley Therapy Platform Services.

The Therapist warrants that all Therapist Content it supplies to Harley Therapy Platform in connection with this Agreement and/or publishes (or provides to Harley Therapy Platform for publication) on the Website will be accurate in all material respects and shall not infringe any other person’s rights (including Intellectual Property Rights) or be defamatory, unlawful, offensive, threatening, or pornographic or otherwise falling below general standards of taste and decency.

The Therapist hereby grants Harley Therapy Platform the right:

  • to use and publish the Therapist Content in connection with the provision of Harley Therapy Platform Services;
  • to remove, edit, cut-down or otherwise amend Therapist Content published on any Pages, including without limitation where such Therapist Content does not, in Harley Therapy Platform’s opinion comply with the warranties, or is otherwise in breach of the terms of this Agreement; and
  • to make use of search engine optimisation services and other mechanisms that embody, incorporate or quote (in whole or part) the trading name of the Therapist or any brands used in connection with the Therapist Services.

The Therapist warrants, represents and undertakes that it shall comply with all applicable laws and advertising regulations in the marketing, sale and provision of the Therapist Services and shall obtain all licences, consents, authorities and insurance it is either necessary or reasonably prudent for the Therapist to obtain in respect of all its business activities and personnel (but especially in connection with the provision of Therapist Services).

Any breach of these warranties will be a Material Breach of this Agreement.

The Therapist hereby agrees to indemnify, keep indemnified and hold harmless Harley Therapy Platform and its officers, directors and employees, from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), expenses associated therewith (including the payment of reasonable legal charges and disbursements) and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses arising out of or in connection with any breach by the Therapist of any term of this Agreement or arising out of any action brought by any third party relating to the Therapist Services provided (or not provided), or actions (or failure to act), of the Therapist or any person (other than Harley Therapy Platform) acting on its behalf, including, without limitation any action brought in connection with any Data Protection Legislation, Therapist Content or a Client visit to the Therapist's venue.

The Therapist acknowledges that Harley Therapy Platform enters into this Agreement for its own benefit but also as an agent for the benefit and on behalf of each of its officers, directors and employees (each an “Indemnified Third Party” and, collectively, the “Indemnified Third Parties”’) and that the rights in respect of indemnification set out shall be rights and benefits of each such Indemnified Third Party (as if, in each case, a party to this Agreement in its own right). Such rights shall be enforceable under this Agreement by Harley Therapy Platform as agent for each such Indemnified Third Party. Notwithstanding the foregoing, the Therapist and Harley Therapy Platform may agree in writing to amend any provision of this Agreement without the consent of any of the Indemnified Third Parties, even if that amendment affects or will affect the rights conferred on any Indemnified Third Party hereunder.

This Clause shall survive the termination or expiry of this Agreement.

PAYMENT TERMS

Harley Therapy Platform will collect Pre-Payments from Clients as the Therapist's agent for each Session, and once Completed Harley Therapy Platform will deduct Commission (including VAT) at source 50% for the first Session (made through the Website) and 10% for subsequent Sessions.

Therapists are required to have a Stripe account and link it to the Portal in order to use the services provided by Harley Therapy Platform.

For all payments received from Clients, in addition to the Commission charged by Harley Therapy Platform, Stripe will also deduct transaction fees at the rates agreed with the Therapist when the therapist created their account with Stripe.

The Therapist will be able to withdraw Payments in accordance with Stripe’s conditions.

This Stripe account will itemise all categories of Sessions and Commission including Completed Sessions made on the Website or any Distribution Channel where the Client prepays the total amount payable in relation to that Session (“Pre-Payment Sessions”);

Unless otherwise agreed in writing between Harley Therapy Platform and the Therapist, any onward payment of amounts collected by Harley Therapy Platform and due to the Therapist will be strictly subject to the Therapist having provided the Therapist Services following a Session.

If the Therapist has any concerns regarding the Invoice Statement the Therapist should contact info@harleytherapy.com

TERM OF AGREEMENT

This Agreement commences on the Effective Date and will continue in effect unless your account is terminated.

Either party shall be entitled to terminate this Agreement with immediate effect by written notice to the other if:

  • the other party commits a Material Breach of any of the provisions of this Agreement and either that breach is not capable or, in the case of a breach capable of remedy, that party fails to remedy the same within 7 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
  • the other party is in persistent non-material breach (whether remediable or not) of any of the provisions of this Agreement;
  • an encumbrancer takes possession or a receiver is appointed over any of the property or assets of that other party;
  • that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;
  • that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting there from effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
  • anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party; or
  • the other party ceases, or threatens to cease, to carry on business.

Where a party terminates this Agreement, such party shall have no liability to the other in respect of such termination. Termination of this Agreement, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination.

CONFIDENTIALITY

Each party acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it may receive or otherwise become aware of information relating to the other party, their marketing plans, their clients, Clients, businesses, business plans, finances, technology or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).

Each party undertakes to maintain and procure the maintenance of the confidentiality of Confidential Information at all times and to keep and procure the keeping of all Confidential Information secure and protected against theft, damage, loss or unauthorised access, and not at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the owner of the Confidential Information, directly or indirectly, use, disclose, exploit, copy or modify any Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the performance of its rights and obligations hereunder.

The terms of and obligations imposed by this clause shall not apply to any Confidential Information which:

  • at the time of receipt by the recipient is in the public domain;
  • subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents;
  • is lawfully received by the recipient from a third party on an unrestricted basis; or
  • is already known to the recipient before receipt hereunder.

The recipient may disclose Confidential Information in confidence to a professional adviser of the recipient or if it is required to do so by law, regulation or order of a competent authority.

This Clause shall survive the termination or expiry of this Agreement.

LIABILITY

Harley Therapy Platform’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Commission due and payable to Harley Therapy Platform hereunder on the date of the event giving rise to the relevant claim. Further, Harley Therapy Platform shall not be liable for any loss of income or profits, loss of contracts, goodwill, use or data, or other intangible losses or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise (even if Harley Therapy Platform has been advised by the Therapist of the possibility of such loss or damage).

Nothing in this Agreement shall exclude or in any way limit Harley Therapy Platform’s liability for fraud or for death or personal injury caused by its negligence or for its wilful default or any other liability to the extent the same may not be excluded or limited as a matter of law.

This Clause shall survive the termination or expiry of this Agreement.

MISCELLANEOUS

All rights to the Website and the content on it (save for Therapist Content) (and all other Intellectual Property Rights belong to or licensed to Harley Therapy Platform) remain vested in Harley Therapy Platform at all times. Nothing in this Agreement shall give the Therapist any rights in respect of any such Intellectual Property Rights or of the goodwill associated therewith. In order to streamline the Website and the content on it (including the Therapist Content), Harley Therapy Platform may, at its absolute discretion and from time to time, amend the format, content and style of venue page descriptions, photos and menus.

In the event of a change of control or senior management of the Therapist, the Therapist must bring the existence and terms of this Agreement to the new owner or manager’s attention and inform Harley Therapy Platform of the relevant new personnel’s contact details.

Any notice, invoice or other communication which either party is required to serve on the other party shall be sufficiently served if sent to the other party at the address specified in this Agreement (or such other address as is notified to the other party in writing or by email). Notices sent by registered post or recorded delivery shall be deemed to be served three Business Days following the day of posting. In all other cases, notices are deemed to be served on the day when they are actually received.

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities, so please review our terms regularly.

The relationship of the parties is that of independent contractors dealing at arm’s length. Except as otherwise stated in this Agreement, nothing in this Agreement shall constitute the parties as partners, joint venturers or co-owners.

Neither party may assign, transfer, charge, sub-contract or otherwise deal with any part or all of this Agreement without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed).

A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.

If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.

This Agreement shall be governed and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of or in connection with this Agreement.

Harley Therapy Platform 1-7 Harley Street, London, W1G 9QD

Company number: 10570725

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