1.1. Please review these Terms and Conditions before carefully using this Site.
1.3. We reserve the right to make changes to these Terms and Conditions at any time without prior notice to you. By using the Site on or after the date on which the Terms and Conditions have been revised, your use would be deemed as acceptance of the revised Terms and Conditions.
2.1. In these Terms and Conditions, unless the context otherwise requires the following words or expressions shall have the following meanings:-
- “Client” or “Clients” means the prospective, current and/or previous clients of the Practitioners who are registered with TheraSmart.
- “Content” means the materials located on this Site, including the text, information graphics, audio, video, as well as any software programs available on or through the Site.
- “Services” means the collective functionality and features as provided by us through our Site.
- “Site” means the website at http://www.thera-smart.com/, sub-domains, and any associated web-based applications as owned and operated by TheraSmart.
- “Subscription Fees” means the fees payable by the Practitioners who have subscribed to TheraSmart for the use of the site and our Services.
- “Practitioner”, “Practitioners” or “you” means the practitioners who are registered with or have subscribed to TheraSmart for the use of our Services.
- “Practitioner Services” means the services offered or provided by the Practitioners to their Clients, the scope of which includes but is not limited to holistic or complementary therapies, health or life coaching and alternative treatments, such as hypnotherapy, regression therapy and nutripuncture.
- “TheraSmart”, “we”, “our” or “us” refers to THERASMART.
3.1. You will need to register an account with us before using our Services.
3.2. To register, you must be 18 years old and above and must complete the registration process. You confirm that all information provided by you, including your capabilities, experience, qualifications and specialisations are true, accurate, correct and up to date.
3.3. You are responsible for the confidentiality of your username and password and shall take ownership of all activity and transactions under your account.
Restriction, Suspension or Deletion of Account or Services
4.1. We shall have the right to restrict, suspend or delete your account or access to the Site, or to restrict, suspend or cease to provide any Services to you at any time at our sole discretion for any reason or no reason. Where such restriction or suspension of Services is due to planned downtimes for maintenance of the Site and the Content, this will be communicated in advance on or through the Site.
Use of Site
5.2. You agree that you will not:
- use the Site for purposes of conducting and/or disseminating surveys, contests, pyramid schemes, chain letters, junk email, spamming or sending of any duplicative or unsolicited messages;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others;
- publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, tortuous, obscene, indecent or unlawful topic, name, material or information;
- upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you have ownership or control the rights thereto or have received all necessary consent to do the same;
- use any material or information, including images or photographs, which are made available through the Site in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
- upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another;
- violate any applicable laws or regulations; or
- create a false identity for the purpose of misleading others.
5.3. By using the Site to provide the Practitioner Services, you are required to abide by any applicable laws and regulations, including any applicable privacy laws, in any jurisdiction.
Subscription Term and Termination of Account
6.1. The term of this agreement shall be as specified in the invoice issued by TheraSmart to you (“Subscription Term”). The Subscription Term commences on the date specified in the invoice, and will be renewed automatically for the period specified in the invoice until either party terminates the agreement in accordance with these Terms and Conditions.
6.2. Either party may terminate the agreement at any time, for any reason or no reason, by providing written notice to the other party of at least thirty (30) days before the end date of the existing Subscription Term. Unless otherwise specified in an invoice, Subscription Fees during any automatic renewal term will revert to the current pricing in effect at the time such renewal term commences. You may terminate your account under this Clause by written notice to us at [email address or other mode].
6.4. In the event of any termination, you will have no rights to the continued use or access to the Site, the Content or your account, except as expressly provided in Clause 6.5. TheraSmart will have no obligation to maintain your account or to retain or forward any information in your account, including but not limited to your clients’ details and lists, your clients’ medical information and reports, your appointment scheduling, appointment notes and treatment plans to you or any third party, except as required by the applicable law.
6.5. Upon written request by you within thirty (30) days following any termination, and provided that there are no outstanding amounts payable from you to TheraSmart, TheraSmart will make the data in your account available to you through TheraSmart’s standard web services for a period of up to thirty (30) days after receipt of such notice, subject to an additional fee. After such thirty (30) day period, TheraSmart will have no further obligations to retain or provide your data to you.
7.1. Our Subscription Fees are as set forth on the Site or in our invoice to you. All Subscription Fees stated on the Site are in US Dollars.
7.2. You agree to pay TheraSmart the Subscription Fees and any other applicable fees stated on our invoice or otherwise specified in these Terms and Conditions. All fees paid are non-refundable. Unless otherwise stated, the Subscription Fees for the subscription are payable in advance on the commencement of that Subscription Term. The Subscription Fees may be paid on a monthly or an annual basis, depending on your selection when you subscribe.
7.3. You will provide TheraSmart with valid and updated credit card information or another form of payment acceptable to TheraSmart. If you provide credit card information, you represent and warrant that you are authorized to use the credit card and you authorize TheraSmart to charge the card for all payments stated herein. By submitting payment information, you authorise TheraSmart to provide that information to third parties for the purposes of facilitating payment. You agree to verify any information requested by TheraSmart for purposes of acknowledging or completing any payment.
7.4. Any amounts payable which are not received by TheraSmart by the applicable due date may be subject to late payment interest at 1.5% per month, or the maximum interest permitted by applicable law, whichever is less. Any costs and expenses incurred by TheraSmart in recovering any outstanding amounts from you shall be payable on an indemnity basis.
7.5. Any amounts payable which are not received by TheraSmart within thirty (30) days after the applicable due date will be deemed a material default under these Terms and Conditions, and TheraSmart will be entitled to suspend, delete or terminate your account or the provision of Services to you, at its sole discretion.
7.6. TheraSmart may increase any fees specified on the Site, or in an order form or an invoice, provided that the increase will not take effect until the expiration of the current subscription term. TheraSmart may increase any fees that are not specified in an order form at any time, with or without notice to you.
7.7. If you believe a payment has been processed in error, you must provide written notice to TheraSmart within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by TheraSmart within such thirty (30) day period, the payment will be deemed final and non-refundable.
8.1. The Subscription Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction.
8.2. You shall pay all applicable goods and services tax, duties or levies whatsoever at the rate which may from time to time be imposed or charged at any time by any government statutory or tax authority on or calculated by reference to the amount of any sums payable by you hereunder or to reimburse us for the payment of such taxes, duties or levies immediately on receipt of written notice from us.
8.3. If we shall at any time be compelled by any applicable law to withhold or deduct any tax on your behalf from any amount payable to you hereunder, we shall, when making payment to you, make payment of such tax at the applicable rate to the appropriate tax authority and shall promptly furnish to you written receipts from the appropriate tax authority certifying that such payments have been made.
10.1. We do not warrant the accuracy, adequacy or completeness of the Site and/or the Content, and expressly disclaim liability for errors or omissions in the Content.
10.2. No warranty of any kind, including but not limited to the warranties of non-infringement of third party rights is given in conjunction with the Site and the Content.
10.3. We do not warrant that the Site and/or any Content will be provided uninterrupted or free from errors or that any identified faults will be corrected; further, no warranty is given that the Site and the Content are free from any computer virus or other malicious, destructive or corrupting code/programme.
11.1. You acknowledge and agree that:
- you are solely responsible for (and that we have no responsibility to you or to any third party for) any data that you transmit, update or upload while using the Site and for the consequences of your actions (including any loss or damage which we may suffer) by doing so;
- your use of the Site and reliance on the Content are entirely at your own risk, and therefore we specifically disclaim any liability arising from or in connection with your use of the Site or the Content;
- we reserve the right to review materials posted, to edit, refuse to post, to remove any Content, terminate your access to the Site and Content in our sole discretion at any time, without notice, for any reason whatsoever;
- the Site may become temporarily unavailable for a number of reasons, including but not limited to, capacity constraints, transmission limitations, equipment modifications, upgrades, relocations, and repairs. Notwithstanding this, we will use reasonable commercial efforts to minimize such non-availability of the Site.
- to enable you to provide your Practitioner Services to your Clients;
- for the scheduling and rescheduling of your appointments;
- to enable you to communicate with your Clients and other users or visitors to the Site;
- any other purpose reasonably related to the aforesaid.
Limitation of liability
12.1. We do not provide medical or healthcare services or advice of any sort, and nothing stated or posted on the Site should be interpreted as such. If you rely on any information posted on the Site, you do so solely at your own risk.
12.2. We shall in no event be liable for any death, injury, direct, indirect, incidental, special, consequential, exemplary damages or other indirect damages or costs of any kind suffered or incurred by you or any third party arising from or in connection with your use of the Site, the Content or our Services.
Representation and Warranty
13.1. You hereby represent and warrant that:
- you hold all rights, title and interests in your logo, branding and any marketing or promotional material you have placed on the Site;
- all information provided by you is accurate, complete and up to date, including any compliance with licences, governmental or third party approvals and consents;
- all information of your Clients are accurate, complete and up to date to the best of your knowledge;
- you are not contractually and/or legally restricted from performing or providing any of the Practitioner Services which you offer;
- your affiliates and Clients will comply with all of the applicable provisions of these Terms and Conditions, and any applicable local, state, national and foreign laws, including those related to privacy and transmission of personal data;
- you will notify TheraSmart promptly of any unauthorised access or use to the Site or the Content;
- you will not reveal or otherwise misuse any personal information, including but not limited to the medical information, history and reports, of your Clients.
14.1. You acknowledge and agree that we own, or have the licence to use, the Site and the Content, including the source and object codes, pages, documents and online graphics, audio, video and such other content found in the Site and any and all intellectual property rights used or embodied in or in connection thereto. This includes any branding, logo, marketing or promotional material which you have uploaded on the Site for the provision of your Practitioner Services. The Site and the Content shall not be reproduced, republished, transmitted or distributed in any way, without our prior written permission.
- modify or copy the Content;
- use the Content for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software available on or through the Site;
- remove any copyright or other proprietary notations from the Content;
- transfer the Content to another person or device; or
- “mirror” the Content on any other server.
14.3. This license shall automatically terminate if you violate any of the restrictions above, breach any of the terms and conditions, or if your account or access to the Site is restricted, suspended, deleted or terminated by TheraSmart. This licence may be terminated by TheraSmart on written notice at any time. Upon termination of this licence, you must destroy any downloads or copies of the Content in your possession whether in electronic or printed format.
Dispute Resolution between the Practitioners and the Clients
16.1. In the event either you or your Client submits a notice of dispute to us in relation to the conduct of the corresponding party, you shall cooperate with us to resolve the dispute. You agree that we will use our best endeavours to resolve the dispute and do not guarantee that the dispute will be resolved. If we cannot resolve the dispute within thirty (30) days of our receipt of the dispute notice, then the party requesting relief may elect to resolve the dispute through other available dispute resolution.
17.1. Nothing contained in these Terms and Conditions shall be so construed as to create any agency, partnership or joint venture of any kind between the parties hereto.
17.2. No failure by us to exercise and no delay by us in exercising any right, power or remedy under these Terms and Conditions will operate as a waiver. Nor will any single or partial exercise by us of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy by us. No waiver shall be valid unless in writing signed by us. The rights and remedies herein are in addition to any rights or remedies provided by law.
17.3. All rights and obligations hereunder are personal to the parties and each party shall not assign any such rights and obligations to any third party without the prior consent in writing of us.
17.4. Any one or more clauses, stipulations or provisions of these Terms and Conditions, or any part thereof, which is declared or adjudged to be illegal, invalid, prohibited or unenforceable under any applicable law in any jurisdiction shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating, vitiating or rendering unenforceable the remaining clauses, stipulations or provisions of these Terms and Conditions, and any such illegality, invalidity, prohibition or unenforceability in any jurisdiction shall not invalidate, vitiate or render unenforceable any such clauses, stipulations or provisions in any other jurisdiction.
18.1. These Terms and Conditions shall be construed and its performance governed in accordance with the law of the Republic of Singapore
19.1. If you have any disputes or differences arising out of or in connection with these Terms and Conditions, or any other terms and conditions with TheraSmart, including any question regarding their existence, validity or termination, you agree to notify TheraSmart of the same in writing. TheraSmart shall have the right, but not the obligation, to attempt to resolve the dispute or differences through an informal process within 30 days from the date of receipt of your written notification.
19.2. In the event parties are unable to resolve the dispute or differences between you and TheraSmart through the informal dispute resolution process stated above, you agree that the dispute or differences shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore Institute of Arbitrators (“SIArb Rules”) in force at the commencement of the arbitration which rules are deemed to be incorporated by reference to this Clause. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre. All arbitration proceedings shall be in the English language. The decision in writing of the arbitrator shall be final and binding on all parties.
19.3. The costs and expenses of arbitration, including the compensation and expenses of the Arbitrator, shall be borne by the parties as the Arbitrator may determine. Either party may apply to any court which has jurisdiction for an order confirming the award or commence legal proceedings to sue on the award. Except as provided below, any right of either party to judicial action on any matter subject to arbitration hereunder is hereby waived, except suit to enforce the arbitration award.
19.4. Notwithstanding the provisions of this Clause, and the arbitration provided for herein, actions initiated or maintained by either party for injunctive relief, whether mandatory or prohibitory or similar relief in equity are not subject to arbitration and may be brought by either party in any court which has jurisdiction. Actions may also be initiated or maintained by either party where the same is relevant or necessary for such party to obtain or secure any interlocutory or interim relief, including but not limited to proceedings for detention, custody or preservation of any property.
19.5. ANY ACTIONS BY YOU MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE FAILING WHICH THAT CAUSE OF ACTION SHALL BE WAIVED AND BARRED.