Terms and Conditions

Parties

Adelaide DBT (Provider)
You – the person using the provider’s website or procuring the Provider’s services (Customer)

1. When the agreement becomes legally binding

The Agreement will form a binding agreement between the parties when:
Customer uses Provider’s website; or uses the Service to book an Appointment.

2. General

The Provider operates a business and website that facilitates the provision of psychological treatment to Customers (and Customers’ nominees) by qualified clinicians.
The Agreement applies to all aspects of the relationship between Customer and Provider, including without limitation: the Services; Customer’s use of Provider’s website; all communications between 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 clinicians, including psychological treatment. Provider is responsible for the Services only.
Customer acknowledges that Customer, and not Provider, is responsible for enforcing the Customer’s contractual or other rights against clinicians.
Provider will not provide information, reports or documentation for medico-legal or family court related purposes unless we required to do by law, under a subpoena or by a court order. Provider will keep Customer’s and patients’ 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 Responsibilities

Customer is responsible for the information it provides to Provider. Customer warrants it is authorised to arrange appointments for the persons for whom it books appointments. Customer will cooperate reasonably and in good faith with the Provider. Customer agrees to: inform provider of all matters necessary for it to provide the Services safely; provide the Provider with such licences as are necessary to provide the Services; and 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 Provider 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) at adelaidedbt.com.au, or agreed to by the Customer (e.g. when a clinical psychologist facilitates sessions they charge a higher sessional rate of $220/hour, or when additional travel is required to deliver the service) for Appointments and other Services.

For Intake Appointments, Payment is 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. For ongoing appointments, payment is strictly due at 12pm the business day prior to the appointment.

Customer authorises Provider 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.

Customer is 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 Provider has received cleared funds in its bank account.

7. Cancellation of appointments and Refunds

Provider or clinicians may cancel an Appointment. Customer may cancel an Appointment up to 12pm the business day prior to the Appointment, free of charge. In either case Provider will refund moneys paid in respect of the cancelled Appointment.

If Customer engages in or completes a session with a clinician, refunds are not possible irrespective of the outcome of the sessions (please refer to sections 12, 13 and 14 below)

8. Failure to pay

If Customer 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 use of any or all of the Services and cancel the Customer’s Appointments; terminate the Agreement; initiate proceedings against Customer 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 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.

11. Termination

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 clinicans will be effective; psychological tests, surveys and assessment tools are free from defects or are effective diagnostic tools.

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 clinician from whom the Customer has received treatment, or with whom Customer has an Appointment;
negligence or misconduct of a clinician 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 clinicans’ 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.

Implied Conditions

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 breach of the Agreement;
Customer’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 clinican 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 clinican’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. Customer consents to Provider’s collection, use and disclosure of Data in accordance with the Privacy Policy.
Provider’s Privacy Policy explains, among other things: how and why Provider collects and stores Data; and under what conditions Provider shares Data.
Provider may amend the Privacy Policy at its sole discretion by providing Customer with a period of notice that Provider determines to be reasonable. 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: as contemplated by the Privacy Policy; 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:

Customer, in receiving the Services agrees not to do anything that would compromise Provider’s compliance with its Privacy Policy. 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 Customer has obtained consent to Provider’s use of that personal information in accordance with Provider’s Privacy Policy.

19. Communications:

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, submitted via adelaidedbt.com.au.au. The Provider’s email address is reception@adelaidedbt.com.au

A Communication by email will be taken to have been received by the addressee 24 business 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 South Australia govern the Agreement. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.

22. Amendment

The Agreement may only be amended by an agreement in writing duly executed by each party.

23. Assignment

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

Further assurances
The parties agree to do everything required to give full effect to the Agreement.

Entire 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.

Counterparts
The documents constituting the Agreement may be executed in a multiple counterparts. The counterparts will be read as 1 legal document.

Waiver
No right or obligation under the Agreement will be waived unless the waiver is explicitly waived in writing.

Severance
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.

Agreement expenses
The parties will cover their own expenses in preparing the Agreement documents.

Interpretation
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.

27. Definitions:

Agreement
means the legally binding agreement embodied in this document entitled “Terms and Conditions”.

Appointments
means appointments with qualified clinicians, 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).

Business Days
means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in South Australia.

Communication, Communications
means any written communication including each notice, consent, approval, request and demand) under or in connection with the Agreement.

Consequential Loss
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.

Cost, Costs
means any costs, expenses, losses, damages, claims, demands, proceedings, and other liability.

Data
means personal information (as defined under the Privacy Act 1988 (Commonwealth)) the Customer provides to the Provider.

Indemnified
means Provider and its directors, employees, contractors and agents and any clinican with whom the Provider facilitates an Appointment with the Customer.

Insolvency Event
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.

Service, Services
means the following services:

arranging appointments with qualified clinicans 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.