Master Terms of Use

By accessing, using, or registering for our Services, you agree to be bound by:

1. (a)these Master Terms of Use;
2. (b)our Privacy Policy; and
3. (c)any reasonable direction by us, including those required by law,

(together, your “Agreement”).

Your access to and use of the Services must also comply with any applicable laws and regulations.

In the event of any inconsistency between any document that is part of your Agreement (as listed in clause 1.1) and another document, these Master Terms of Use shall prevail to the extent of the inconsistency, unless expressly stated otherwise.

Your Agreement commences on the date you first access or use the Services and continues until it is terminated or not renewed in accordance with these Master Terms of Use.

You agree that you are responsible for:

1. (a)your use of the Services; and
2. (b)any person under 18 years of age (“Minor”) who uses the Services with your consent and under your supervision.

If you permit a Minor to use the Services, you agree to be bound by this Agreement on behalf of the Minor and responsible for the Minor’s compliance with it.

From time to time, we may publish policies applicable to the Services at https://www.pairpsychology.com/. You must comply with all policies applicable to the Services.

To access our Services as a User, including the Pairing Service, you must be at least 18 years old. If you are under 18, you may only use the Services with the consent and supervision of a parent or legal guardian, who agrees to be bound by these Master Terms of Use on your behalf.

The Pairing Service is designed to help Users identify and connect with independent Clinicians by:

1. (a)Using the search tool to search for Clinicians by:
   1. (i)name;
   2. (ii)specialty;
   3. (iii)location;
   4. (iv)therapy type;
   5. (v)session type; and
   6. (vi)other filters, or
2. (b)Using the online questionnaire (“Pairing Questionnaire”).

By using the Pairing Service, you acknowledge that the search and questionnaire results available are limited to Clinicians who, if not in a free trial period, have an active paid subscription to the Listing Service. The subscription fee is not tied to number of appointments booked, revenue generated by the therapist, clinical outcomes or payment received from Users.

The Pairing Questionnaire and search results are generated automatically based on information provided by Users and Clinicians and may not reflect all suitable clinicians. The results are informational only and do not constitute advice, clinical triage, referral, recommendation, endorsement, or guarantee of suitability or outcomes.

The order, prominence or visibility of Clinicians displayed through the Services may be influenced by the Clinician’s subscription tier or fees paid to Pair. This does not constitute a referral, recommendation, endorsement or representation that a more prominently displayed Clinician is more suitable, qualified or appropriate for any User than any other Clinician.

Pair is not a healthcare provider and does not provide medical, psychological or therapeutic services. The Services, including the Content and the Pairing Service, are provided for general informational purposes only. Nothing in the Services creates any clinician-patient relationship between Pair and any User. Any therapeutic, clinical or professional relationship is solely between the User and the relevant Clinician.

All Users should seek independent advice from an appropriately qualified health professional regarding diagnosis, treatment options and the suitability of any therapy or medication for your individual circumstances. You must not rely on the Content or the Services as a substitute for professional health advice.

The Services are not intended for use in emergencies or crisis situations. If you are experiencing a mental health crisis or require urgent assistance, you should contact emergency services or a qualified healthcare provider immediately.

This clause is applicable to Clinicians only. To access our Listing Service, you must create a Clinician Account.

To create a Clinician Account you must:

1. (a)be a Clinician;
2. (b)agree to manual or automated cross-check against the public AHPRA register at onboarding and periodic re-checks;
3. (c)provide such information as reasonably requested for account administration purposes.

Any check of AHPRA registration conducted by Pair is limited to reviewing publicly available information on the AHPRA register and does not constitute verification of credentials, endorsement, accreditation, assessment of clinical competence, or confirmation of ongoing registration status. Pair does not independently verify the accuracy of information provided by Clinicians and does not accept responsibility or liability for confirming the validity of a Clinician’s qualifications, registrations, licences or professional standing.

This clause is applicable to Clinicians only. By creating a Clinician Account, you:

1. (a)must maintain confidentiality of all login details;
2. (b)must immediately notify us of any suspected or actual unauthorised access to your Clinician Account; and
3. (c)are responsible for maintaining and updating the accuracy of the information you provide to us relating to your Clinician Account, including but not limited to your nominated payment method information.

Your use of the Services is subject to fair usage restrictions. We may disable or downgrade features within the Services at our sole discretion (acting reasonably).

You must not use or attempt to use the Services to:

1. (a)infringe or interfere with the legal rights, privacy or safety of any other person;
2. (b)upload, create, share, distribute or provide any materials which are illegal, unlawful, contains protected information, discriminatory, defamatory, obscene, harmful, threatening, harassing, racially or ethically offensive, infringes upon the rights of any party, or is otherwise prohibited by these Master Terms of Use;
3. (c)affect the Services’ reliability, security or effectiveness or modify or merge the Services with any other software;
4. (d)expose us or any of our suppliers to liability (other than the obligation to supply the Services to you in accordance with this Agreement);
5. (e)resell, distribute or reproduce any part of the Services;
6. (f)enable children to access material inappropriate for a Minor or to establish (or try to establish) contact with a Minor you do not have permission to contact or not otherwise known to you;
7. (g)engage in fraud, misleading or deceptive behaviour, or hide or attempt to hide your identity;
8. (h)access any unauthorised part of the Services;
9. (i)scrape, harvest or data-mine any content or information from the Services; or
10. (j)send unsolicited offers or marketing through the “Email for appointment” tool.

The Services display professional profile information provided by Clinicians, including qualifications, areas of specialty, therapy modalities, practice details and other professional information (Profile Information).

Profile Information:

1. (a)is provided directly by the Clinician;
2. (b)is primarily self-declared;
3. (c)is not independently verified by Pair. Pair may review publicly available AHPRA registration information from time to time, but Pair does not verify credentials, qualifications, professional standing, or clinical competence.; and
4. (d)represents professional claims made by the Clinicians.

Pair verifies publicly available Clinicians AHPRA registration details at onboarding and periodically thereafter. However, verification is limited to confirmation of publicly available registration information and does not constitute endorsement, accreditation, assessment of competency, or guarantee of ongoing registration status.

We make no representations, warranties, or guarantees in relation to any Profile Information, and we are not liable for its accuracy, completeness, suitability, or reliability. You are responsible for making your own enquiries and independently assessing the suitability of any Clinician.

Pair may remove, edit or refuse to publish Profile Information that it reasonably considers inaccurate, misleading, unlawful or inconsistent with these Master Terms of Use.

Pair does not recommend, endorse or guarantee any Clinician, treatment, therapy modality, medication or other service referred to on the Site. The inclusion of a Clinician on the Site does not constitute a referral, recommendation, approval or endorsement by Pair.

Clinicians are independent professionals and are not employees, agents, partners or representatives of Pair. Pair does not supervise, direct or control the professional services provided by any Clinician.

Any engagement, consultation or transaction between you and a Clinician is solely between you and that Clinician and is subject to any separate terms agreed between you.

The Services may include information, materials or resources created, supplied or licensed by third parties, including Clinicians and other external contributors (“Third Party Content”).

Except to the extent that a third party provider expressly provides a warranty to you, we make no representations, warranties, or guarantees in relation to any Third Party Content, and we are not liable for its accuracy, completeness, suitability, reliability, availability or performance.

This clause is applicable to Clinicians only. Access to the Listing Service requires an active paid subscription.

By creating a Clinician Account and subscribing to a subscription plan, you agree that we have the right to charge and collect payment for the Listing Service (“Fees”).

Fees are determined and paid in advance, independent of the number of appointments booked by Users, revenue generated by the Clinician, or payment received from Users.

Fees payable for each subscription tier will be displayed at time of subscription and may be updated from time to time in accordance with clause 5.1. To maintain use of the Listing Service, you must make payment of all Fees owed by you.

Payment of Fees may provide particular ranking or prominence; however, it does not guarantee engagement or outcomes.

We may change the price of our Service from time to time; however, any price will apply to you no earlier than 30 days following notice to you.

You can manage your account and cancel your Listing Service before the next renewal cycle via your Clinician Account.

Unless otherwise specified, the Fees are shown in Australian dollars (AUD) and are inclusive of GST.

This clause is applicable to Clinicians only. The Listing Service includes an auto-renewal feature. You agree that we have the right to charge and collect payment of applicable Fees on a recurring basis at the applicable renewal rate, unless you cancel your Services in accordance with the cancellation terms set out in clause 12.2.

Fees are processed through third-party payment providers, such as Stripe. By subscribing to the Listing Service, you authorise the applicable third-party payment providers to receive, store, and encrypt your payment information.

You may update your payment information, or cancel your Listing Service, through your Clinician Account.

You acknowledge that any payment of Fees is also subject to the terms and conditions specified by the third-party payment provider, as the payment collector.

We do not provide refunds or credits (including any unused portion of the current billing period), unless required under the applicable local consumer law that applies in your jurisdiction.

If a payment fails or is declined, we may suspend or restrict access to the Listing Service until payment is fully processed.

Except for the changes described in clause 5.2, we will give you at least 30 days’ written notice via email before we make a change that may adversely affect you or that could interfere with your enjoyment of the Service.

If you do not agree to a change made to your Agreement, you may elect to cancel your Listing Service.

Examples of where we will notify you of a change include where we increase the Fees.

We may make changes to this Agreement without first notifying you if those changes are:

1. (a)beneficial or neutral changes, or changes that will not interfere with your enjoyment of the Services; or
2. (b)changes permitted by law where we are required to, or reasonably consider it fair to, make such a change.

From time to time, we may offer a trial period for new Clinician Accounts (“Trial”). Trials may be offered free of charge or at a reduced Fee. The length and specific terms of any Trial will be disclosed at the time it is made available. By accessing the Listing Service during a Trial, you acknowledge that you are bound by the Agreement.

If a Trial is offered to you, you are eligible for one Trial only. You may not register for, or attempt to register for, multiple or consecutive Trials.

To commence a Trial, you must provide valid payment details. Unless you cancel before the end of the Trial period, your Trial will automatically convert into a fully paid version of the relevant Listing Service, and we will charge your nominated payment method for the applicable Fees in accordance with this Agreement.

In the event you come into possession of any information of whatever kind that by its nature is confidential, has been designated as confidential or you ought reasonably to know is confidential (“Confidential Information”), you must immediately notify us of your receipt of such Confidential Information and, unless otherwise agreed, destroy such Confidential Information.

Where we have permitted you to hold our Confidential Information, you must protect it from unauthorised use, access or disclosure in the same manner as you would protect your own Confidential Information, but with no less than reasonable care.

If you are a Clinician, you acknowledge that you may receive personal information or contact details of Users through the Services.

You must:

1. (a)use such information solely for the purposes of responding to User enquiries or providing professional services;
2. (b)handle personal information in accordance with applicable privacy laws and your professional obligations;
3. (c)not use such information for unsolicited marketing or unrelated purposes.

The Services, and all materials contained within or generated by the Services, are protected by our or our suppliers’ intellectual property rights, including software, code, templates, visual supports, images, icons, designs, graphics, text, data, trade marks, and other intellectual property (“Intellectual Property”).

Nothing in these Master Terms of Use transfers ownership of Intellectual Property to you or grants you any right to use, copy, reproduce, share, sell, license, distribute or otherwise exploit any part of the Intellectual Property unless expressly permitted under these Master Terms of Use or with our prior written consent. Prohibited actions include, but are not limited to, framing, linking, or reposting such material.

You agree to indemnify us and our suppliers against any losses or legal costs resulting from your breach of this clause, except where such loss is caused by our or our suppliers’ gross negligence, fraud, or willful misconduct.

If you become aware of any unauthorised use of such material, you must notify us immediately.

We grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Services and Intellectual Property strictly in accordance with these Master Terms of Use, and:

1. (a)for your own ordinary personal and non-commercial use; or
2. (b)where you are permitted to use the Services professionally, for use in the course of your legitimate professional activities.

Each party represents and warrants that:

1. (a)it has the legal capacity and authority to enter into these Master Terms of Use;
2. (b)its entry into and performance of these Terms does not breach any other agreement or legal obligation binding on it; and
3. (c)you have not relied on any representation made by us which has not been expressly stated in these Master Terms of Use,

and you acknowledge that we have relied on the above representations and warranties in agreeing to provide the Services to you in accordance with these Master Terms of Use.

If you are a Clinician using our Listing Service, you represent and warrant that:

1. (a)you hold and will maintain current and valid registration as required to lawfully provide services in Australia;
2. (b)you will promptly notify us if your registration is suspended, cancelled, restricted or made subject to conditions;
3. (c)all information provided in your profile, including qualifications, endorsements, specialties and therapy modalities, is accurate and not misleading;
4. (d)you hold and will maintain appropriate insurance policies, including insurance coverage for cyber-attack, workers compensation, public liability and professional indemnity, containing terms, limits and coverage that aligns with industry best practice and which would be reasonably expected of a prudent operator in each party’s respective industry; and
5. (e)you are solely responsible for the provision of professional health services to Users and for compliance with all professional, ethical and regulatory obligations applicable to you.

You agree that:

1. (a)the Services are provided on an “as is” and “as available” basis and without warranties of any kind either express or implied;
2. (b)we do not warrant that the functions, information, insights, data (whether raw or manipulated and whether collected or provided by us or any other person), or analysis which form part of the Services will be complete, accurate, meet your needs or expectations, be fit for your purpose, or that the operation of the Services will be uninterrupted or free from errors or viruses;
3. (c)the Services do not constitute medical, clinical, therapeutic or professional advice. The Services are not a substitute for professional diagnosis, treatment or assessment, and you must seek advice from qualified healthcare providers for any medical or psychological concerns;
4. (d)to the maximum extent permitted by applicable law, we are not responsible for:
   1. (i)Third Party Content, Clinician Profiles or other material created or displayed through the Services, including miscommunications or unintended outcomes resulting from Pairing Services;
   2. (ii)the completeness, accuracy or reliability of any third-party information or content accessible via the Services; or
   3. (iii)interruptions, delays or faults caused by third-party systems, networks, integrations or circumstances outside our reasonable control;
5. (e)to the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Master Terms of Use are excluded; and
6. (f)where any law implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, our liability for breach of that non-excludable condition, warranty, or guarantee will, at our option, be limited to the supply of the Services again or payment of the cost of re-supply of the Services.

Your Agreement never operates to exclude or modify any consumer guarantee or right conferred by the Australian Consumer Law or any other applicable law that cannot be lawfully excluded (where they apply) or to limit your remedies for breach of them in a way that is not permitted by law.

1. (a)Except where we are liable to you under these Master Terms of Use or under applicable law, we exclude, to the maximum extent permitted under law, all liability arising under or in connection with this Agreement, and any applicable Service whether direct, indirect or consequential and whether arising under common law, statute or otherwise, and whether or not of a kind of which we are or should be on notice.
2. (b)Each party’s liability under or in connection with these Master Terms of Use is proportionate to the extent to which that party contributed to the relevant liability.
3. (c)Nothing under these Master Terms of Use limits either party’s liability to the other in connection with:
   1. (i)the party’s indemnification or confidentiality obligations under these Master Terms of Use; or
   2. (ii)the fraud, gross negligence or wilful misconduct of that party.

Without limiting clause 10.1, and to the maximum extent permitted by law, Pair is not liable for:

1. (a)the acts or omissions of any Clinician;
2. (b)any clinical services provided by a Clinician;
3. (c)any decision made by a User to engage or not engage a Clinician;
4. (d)any outcome arising from therapy or professional health services engaged by a User; or
5. (e)interruptions, delays or failures caused by third-party systems or events outside our reasonable control.

If you are a Clinician, and subject to clause 10.1, each party’s maximum aggregate liability to the other party arising out of these Master Terms of Use will not exceed the Fees actually paid by you to us under these Master Terms of Use in the 12 months immediately preceding the first event or circumstance which gave rise to the relevant liability.

If you are a User, and subject to clause 10.1, each party’s maximum aggregate liability to the other party arising out of these Master Terms of Use will not exceed AUD $100 or the amount paid by you to access the Services.

If you are a User, you agree to indemnify, defend and hold us (including our employees, independent contractors, agents, and/or permitted subcontractors) harmless (and must pay and compensate on demand) from and against all damage, claims (including third party claims), demands, suits, causes of action, awards, judgments and liabilities, including the cost of defending or settling any claims, demands, suits, causes of action, awards, judgments and liabilities (collectively, “Claims”) arising out of or alleged to have arisen out of:

1. (a)your fraud, negligence or willful misconduct;
2. (b)a breach of a provision of these Master Terms of Use (including a breach of a representation or warranty given by you under clause 8.1);
3. (c)your use of the Services, including but not limited to any actual or alleged infringement, misappropriation, or violation of the rights of any third party;
4. (d)our acting in accordance with these Master Terms of Use or otherwise making any decision in good faith in relation the provision of any Services,

provided that any amount payable by you to us pursuant to this indemnity must be reduced by an amount that represents the extent to which the Claims are caused by the gross negligence, fraud, misconduct, or breach of these Master Terms of Use by us.

If you are a Clinician, you agree to immediately indemnify, defend and hold us (including our employees, independent contractors, agents, and/or permitted subcontractors) harmless (and must pay and compensate on demand) from and against all Claims arising out of or alleged to have arisen out of:

1. (a)your fraud, negligence or willful misconduct;
2. (b)a breach of a provision of these Master Terms of Use (including a breach of a representation or warranty given by you under clause 8.1 and 8.2);
3. (c)the provision of professional health services by you to any User;
4. (d)any Claim of professional negligence, malpractice or breach of professional duty;
5. (e)any breach of your professional, ethical or regulatory obligations;
6. (f)any inaccuracy, misrepresentation or omission in your Profile Information;
7. (g)any failure to maintain required registration or insurance; or
8. (h)your breach of these Terms,

provided that any amount payable by you to us pursuant to this indemnity must be reduced by an amount that represents the extent to which the Claims are caused by the gross negligence, fraud, misconduct, or breach of these Master Terms of Use by us.

This indemnity applies whether the Claim is brought by a User, regulator, third party or any other person.

Unless otherwise expressly agreed in these Master Terms of Use, we will only indemnify, defend, and hold you harmless from and against any third-party Claims to the extent the Claims are due solely to our fraud, willful misconduct or gross negligence.

Without limiting other rights, we may suspend or cancel your Services without prior notice if:

1. (a)you breach clause 2 above;
2. (b)you breach any other clause of the Agreement, and the breach is likely to cause serious or permanent harm to any person (including us or our suppliers);
3. (c)you intimidate, abuse, insult, harass or threaten any staff member, or those of our partners or suppliers by any means;
4. (d)you make frivolous complaints; or
5. (e)you breach any other clause of this Agreement which is not capable of remedy, or which is capable of remedy and is not remedied within 5 business days of our written request that you do so.

If you are a User, these Master Terms of Use will end automatically when you stop accessing or using the Services.

If you are a Clinician, you can cancel the Services through your Clinician Account. You will continue to have access to the Services until the end of the billing period.

You must cancel at least 24 hours before the renewal date. If you cancel the Services within 24 hours of auto-renewal or after we have started providing the Services to you, we won’t refund any Fees you have already paid to us.

Without limiting clause 12.1, we may suspend or terminate a Clinician Account immediately if:

1. (a)you fail to pay applicable Fees;
2. (b)your AHPRA registration is suspended, cancelled or restricted;
3. (c)your conduct exposes Pair, Users or third parties to risk, harm or liability; or
4. (d)we are required to do so by law.

Termination means that this Agreement, or the specific Service under it, comes to an end and only occurs once all obligations under these Master Terms of Use have been met, or the obligation is waived in writing by the party owed the obligation.

We may terminate one or more of your Services at our discretion within 30 days’ written notice via email. The Termination of a specific Service does not automatically terminate your access to other Services unless stated otherwise.

Once a Service is terminated, you will not be able to use that Service and the associated Clinician Account may also be closed.

If you wish to dispute any aspect of the Services (including billing), or if you wish to make a complaint about any aspect of the Services, you can do so by emailing us at info@pairpsychology.com.

We will use best endeavours to resolve your dispute or complaint. However, if you are not satisfied with how we handle your dispute or complaint, you may refer the dispute or complaint to external parties, such as:

1. (a)your local fair trading or consumer affairs authority; or
2. (b)the relevant data protection or privacy authority in your jurisdiction.

You agree that we may assign all or part of our rights under these Master Terms of Use to any party at any time, provided we give you 30 days’ prior written notice.

You agree and give your consent that this Agreement may be novated (that is Pair will be replaced as a party to this Agreement by another party) to any other party by either us or the party to whom this Agreement will be novated giving notice to you, provided that the novation is on terms no less favourable to you than the terms of this Agreement immediately before the novation.

You cannot assign or novate all or part of your rights and obligations under this Agreement (other than in accordance with this paragraph), unless we provide our consent in writing (which will not be unreasonably withheld).

A party is excused from performance of an obligation under these Master Terms of Use (other than payment) while prevented by Force Majeure (an act of God or other cause beyond reasonable control) if it notifies the other party and uses reasonable efforts to mitigate. That party’s obligations resume once the Force Majeure ceases.

To the extent permitted by law, this Agreement embodies the entire agreement of the parties in relation to its subject matter and supersedes any and all prior agreements, understandings, representations and undertakings, whether oral or in writing.

If any provision or part of a provision of these Master Terms of Use is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect.

Without limiting any other provision of these Master Terms of Use, the parties agree that:

1. (a)Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under these Master Terms of Use by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under these Master Terms of Use;
2. (b)a waiver given by a party under these Master Terms of Use is only effective and binding on that party if it is given or confirmed in writing by that party; and
3. (c)no waiver of a breach of a term of these Master Terms of Use operates as a waiver of another breach of that term or of a breach of a provision of these Master Terms of Use.

Any term or condition which is expressed to survive the expiration or Termination of these Master Terms of Use will survive any expiration or Termination of these Master Terms of Use, including but not limited to clauses 3, 6, 7, 8, 9, 10, 11, 12, 13, and 14.

These Master Terms of Use are governed by the laws in force in Victoria, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state.