Legal

Counsellor Terms

 
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Definitions

The following terms and conditions (the “Service Provider Terms”) govern the access and use by any counsellor or other Service Provider providing services (each a “Service Provider”, also referred to in these Service Provider Terms as “you” or “your”) through or by means of Wellin5’s technological platform (the “Wellin5 Platform”) through which a Service Provider offers or provides counselling (collectively, the “Services”) to any other person or persons (the “User” or “Users”).

    1. When the terms “Wellin5”, “we”, “us”, “our” or similar are used in this Agreement, they refer to any company that owns and operates the Wellin5 Platform, including its affiliated companies, and the officers, employees, consultants, contractors, subcontractors, agents, advisors, assignees, and successors of the aforementioned companies.
    2. When the term “Service Provider” is used in this Agreement, it refers to any counsellor who offers mental health counselling (collectively, the “Services”) through or by means of Wellin5’s technological platform (the “Wellin5 Platform”) to any other person or persons (the “User” or “Users”).
    3. Wherever used in these Service Provider Terms, Service Provider includes any legal entity providing Services on behalf of such Service Provider through or by means of the Wellin5 Platform to any User.

      Introduction

    4. Please read these Service Provider Terms carefully. By accessing, using, or creating an account with the Wellin5 Platform as a Service Provider, you are entering into an agreement with Wellin5 with respect to the provisions described in these Service Provider Terms. If you do not agree to be bound to any term of these Service Provider Terms, you must refrain from using or signing up on the Wellin5 Platform as a Service Provider and you must stop making any use of the Wellin5 Platform as a Service Provider.

    5. The Wellin5 Platform may be provided to Service Providers and to Users via multiple websites, platforms, mobile applications, and other means, whether owned and/or operated by Wellin5 or by third parties, including, without limitation, the website, and the related mobile applications.

    6. If you are applying for a Service Provider account to be able to provide counselling services through the Wellin5 Platform on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Service Provider Terms.

    7. You also agree that you intend to offer Services with the same level of professionalism, ethics, and confidentiality as applicable to a professional of your field.

      Non-compete

    8. You further confirm that while providing counselling services through the Wellin5 Platform,that you will not aid a competitor/prospective competitor nor an employee, subcontractor or primary provider while working with another company and/or individual that is a competitor to Wellin5 , with any information about our internal workings, software, revenue-share, and all processes and procedures regarding our Wellin5 platform . Examples of competitors include other companies which facilitate online counselling.

      Privacy

    9. By agreeing to this agreement, you are also agreeing to the terms of the Wellin5 Privacy Policy available at Privacy Policy (the “Privacy Policy”). The Privacy Policy is incorporated into and deemed a part of these Service Provider Terms. The same rules that apply regarding changes and revisions of these Service Provider Terms also apply to changes and revisions of the Privacy Policy. In regards to the Privacy Policy, the same rules and stipulations that apply to a User would also apply to a Service Provider.

      Session approval

    10. You acknowledge that we allow a reasonable amount of time for you to approve your sessions. Therefore, we encourage you to respond to your session requesting emails in a timely manner and typically within 24-48 hrs or 2 days.

      Cancellations

    11. If you have approved a session, then you are required to keep your commitments. However, in the case of emergencies (such as a medical or family emergency, death in the family, or a natural calamity), you are able to cancel a scheduled session by signing-in your account, clicking on “Upcoming” select session and then cancel.
    12. Upon cancellation, the counseling session will be cancelled and the system will send notifications to the User and Counselor.
    13. If a cancellation is made in less than 24 hours or you do not show up for a scheduled session, it will be considered a “No-Show” by the Service Provider, which will affect the Service Provider’s account on Wellin5 Platform. Repeated “No-shows” will result in a violation of our Service Provider Terms and could result in the termination of the Service Provider’s membership with Wellin5. Exceptions can be made in emergency cases (such as medical emergency, death in the family, or a natural calamity) and are decided on a case-by-case basis. Final decisions will lie at the sole discretion of Wellin5.
    14. While we have done our best to include all of the general cancellation scenarios below, please note that all cancellation decisions rest at the sole discretion of Wellin5 and Wellin5 cannot be held liable for any decisions made regarding emergency cancellations/cancellations, bookings and refunds.
    15. You confirm that you are at least 19 years of age and that you are legally able to enter into an agreement or contract, including without limitation these Service Provider Terms and the provisions described herein. You are confirming that you are currently not aiding any other such company by leaking any information, designs etc. that helps you connect with users for online counseling/consultations via audio/video who is or can be a prospective competitor with Wellin5.
    16. You hereby confirm and agree that all the information that is provided on your profile specifically related to your licensing, certification, and or any other relevant information that affords you the ability to practice counseling/consultation and/or any other similar practice through the Wellin5 Platform is current, accurate, true, and complete. Furthermore, you agree that you will maintain and update this information so that it continues to be current, accurate, true and complete. If for some reason your license expires or is cancelled for any reason so that you are unable to practice in your profession, you agree to notify us immediately of any change(s) so that we can in turn notify our members or place your account on hold until the validation is resolved and you can resume providing services via Wellin5.
    17. You will not provide any Services or provide any advice to any User unless you are a licensed professional in good standing in a relevant field of expertise, have passed a criminal background check, and you abide by all relevant and applicable laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.
    18. At all times, you will provide a correct and accurate representation of your skills, academic qualifications and other qualifications, background, and other relevant information, whether this information is provided to Wellin5, to Users, or to the general public, and on any form submitted to or presented on the Wellin5 Platform.
    19. You will not mislead Users to believe that you can provide a service, which is outside your field(s) of licensed expertise. You will not misrepresent yourself or create any misleading name, representations, claims, or listings.
    20. You will not perform any Services in any jurisdiction where you are not authorized, licensed, or in good standing to do so.
    21. Wellin5 may review your personal profile and amend any typing or spelling errors. We may verify or examine the truthfulness or accuracy of any details in your personal profile, credentials, qualifications, or any of your postings or transmissions. Wellin5 may, in its absolute discretion, remove or refuse to post or transmit any content you upload. Wellin5 may remove any content from the Wellin5 Platform at its sole discretion, at any time and for any reason. You also agree that Wellin5 reserves the right to refuse the membership of a Service Provider if Wellin5 finds the Service Provider to be inaccurate, misleading, or found to not be in compliance with our requirements.
    22. You represent and warrant that you maintain and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to your provision of services through the Wellin5 Platform, including, but not limited to, applicable professional liability insurance.

      The Wellin5 platform

    23. You agree to spend time on self-training relating to the use of the Wellin5 Platform by watching video tutorials, written instructions, webinars, or other instructions made available by Wellin5 in connection with the Wellin5 Platform.
    24. Wellin5 may modify, suspend, disrupt, or discontinue the Wellin5 Platform, any part of the Wellin5 Platform or the use of the Wellin5 Platform, whether to all Users and Service Providers or to you specifically, at any time with or without notice. Wellin5 is not and will not be liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions.
    25. For greater certainty, Wellin5 may terminate or prevent your use of the Wellin5 Platform and any services provided through the Wellin5 Platform (including but not limited to services) at our sole discretion for any reason and for any period of time.
    26. The features and functionality of the Wellin5 Platform are to be determined solely by Wellin5 and are subject to change or termination without notice.
    27. Wellin5 does not provide any services of its own but only facilitates counselling and is simply the facilitator enacting as a channel to connect you as a Service Provider online with Users.

      Service provider's conduct

    28. When providing Services, or making any other use of Wellin5 Platform, you must exercise a reasonable standard of care, at least the same as another Service Provider would in a similar transaction not conducted through the Wellin5 Platform or the Internet. Without derogating from the above, you must exercise at least the standard of care mandated by your profession.
    29. You will not provide to Users any services, which may not be lawfully rendered or provided through the Wellin5 Platform according to the laws, regulations, and ethics that apply to your jurisdiction.
    30. You agree to not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any Services that require an examination of a User or an in-person meeting with a User.
    31. You agree that the services that you provide to a User must not in any way be considered a substitute for a face-to-face interaction between the User and a professional offering similar services as a Service Provider.
    32. You will provide Services only in connection with issues that are not of the nature or characteristics of an emergency. Should a User connect with you through the Wellin5 Platform in connection with emergency matters, you hereby agree to immediately instruct the User to immediately call 911 or their local emergency assistance number.
    33. You will never engage in the practice of medicine or enter into a physician/patient relationship with any User through the Wellin5 Platform, and you will not prescribe or dispense medicines or any similar substances through, by means of, or following interaction with a User on the Wellin5 Platform. You agree to advise Users whenever appropriate that your advice is not a substitute for the advice or treatment of a physician or other licensed medical professional.
    34. Whenever appropriate, in case of a User requesting to meet in-person or a User seeming to be unfit for counseling and needing more in-person help, you will recommend them to seek help by meeting in-person with a different counselor or relevant service provider to offer services relevant to the User’s needs or situation.
    35. For any Users to whom you are first introduced through the Wellin5 Platform, you agree that all contact between you and such User will only be conducted only through the Wellin5 Platform.
    36. You may not use the Wellin5 Platform to perform, or solicit the performance of, any illegal activity or other activity, which infringes Wellin5’s rights, the rights of Users, or the rights of other Service Providers.
    37. You agree to not violate any applicable local, provincial, state, national, or international law, statute, ordinance, rule, regulation, or ethical code in relation to the use of the Wellin5 Platform, your provision of services, your relationship with Users, and your relationship with Wellin5. You further agree and commit to not engage in conduct that is harmful, unethical, deceptive, or offensive, as may be determined by Wellin5 in its sole discretion.

      Account

    38. You agree and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to your account on the Wellin5 Platform. We advise you to change your password through “Forgot Password” on the Wellin5 platform frequently and to take significant care in safeguarding your password for the Wellin5 Platform.
    39. You will notify Wellin5 immediately of any unauthorized use of your Wellin5 account or any other aspects of the Wellin5 Platform.
    40. Wellin5 may hold you liable and responsible for any damage or loss incurred because of the use of your Wellin5 account by any person whether authorized by you or not, and you agree to indemnify us for any such damage or loss.
    41. You agree that your usage of the Wellin5 Platform, including the Services you provide, is made directly by you or the organization you legally represent and you and/or the organization you legally represent, are authorized to make such decisions regarding the usage of the Wellin5 Platform.
    42. You will not interfere with, disrupt, or attempt to interfere with or disrupt, any of Wellin5’s systems, services, servers, networks, or infrastructure, including without limitation the Wellin5 Platform.
    43. You will not make any use of the Wellin5 Platform for the sending, posting, or delivering of: (a) unsolicited emails, advertisements, or other promotions; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist, or potentially harmful information; (d) any content that infringes a third party’s right or intellectual property; or (e) any content which may constitute, cause or encourage a criminal action or violate any applicable law.
    44. You agree to scan any files sent to you by Wellin5, Service Providers, or Users for any virus, malicious software, or similar threats prior to opening or using such file and that we cannot be held responsible if any of the files containing viruses cause any unforeseen damage to any of your computers, our computers or any other mobile device.

      Payments

    45. The Service Provider acknowledges and agrees that Wellin5 uses third party online payment providers, software, and systems, and that Wellin5 does not save, collect, share, or store any User financial information such as credit card numbers, bank account numbers, or any other related information. Wellin5 collects bank account information for the sole purpose of electronic funds transfer for Service Provider monthly payouts.
    46. The fees for the membership, transactions and billing requirements of Wellin5 are agreed upon in the payment plan sign up process.
    47. The fees, rates, payment options, and payment schedules may be changed from time to time at our sole discretion. In case of any changes, we will notify you through email or in our regular updates.
    48. The Service Provider hereby authorizes Wellin5 to charge the Service Provider (including, where applicable, the Service Provider's credit card) at the payment frequencies agreed upon in the sign up process.
    49. The Service Provider is solely responsible for reporting and paying any applicable taxes related to the Service Provider’s use of, or providing Services by means of, the Wellin5 Platform.
    50. Any payment disputes or claims should be submitted to Wellin5 within 30 days of discovery.
    51. PAYMENTS ARE NON-REFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. Following any cancellation, except in the case that the Service Provider has not abided by the Wellin5 Terms of Use or Privacy Policy, the Service Provider will continue to have access to the service through the end of the Provider's current billing period.

      Membership fees

    52. The Service Provider hereby authorizes Wellin5 to charge the Service Provider a membership initiation fee and/or a recurring subscription fee if applicable on recurring terms at the agreed upon rate via the agreed upon method of payment set out in the chosen Wellin5 payment plan. The membership fee is subject to change and accounts for the membership initiation process including verification of documents, credentials and liability insurance.

      No guarantee of any revenue

    53. Wellin5 makes every effort through its marketing and advertising campaigns to bring traffic to its website and generate revenue for its service providers. However, we do not make any guarantees of any number of hours on a weekly or monthly basis that will convert into any set revenue. By signing up you agree and understand not to hold us liable for any such assumptions.

      Revenue-sharing

    54. The Service Provider is entitled to a revenue-sharing model* inclusive of all applicable taxes for each session as a direct result of the Service Provider and Wellin5’s efforts. *Revenue share subject to change.
    55. Wellin5 is responsible for distributing the Service Provider’s share of the revenue on a monthly basis via the Payfirma platform. The Service Provider is responsible for payment of all applicable individual income or business taxes to the relevant government agency on an annual basis.

      Records and payments

    56. Wellin5 will maintain complete and accurate accounts of all payments made to Service Providers under the revenue-sharing model. Our record-keeping practices shall be subject to change based on current best practices policies.

      Chargebacks

    57. The Service Provider realizes that if the User uses a credit card to pay for the services opted for via Wellin5, it is possible that some Users might try to misuse the chargeback option from their credit card company or PayPal even when they have rightfully received the services. If that occurs, the User’s credit card company and/or PayPal will proceed to reverse the payment made in their favor leading to negative balance in our accounts when we have already paid you.
    58. In order to safeguard you and prevent these types of chargebacks from affecting you, our User terms include and ask Users to notify us first before filing for any chargebacks so we can resolve it directly with the User. The Users are also encouraged to follow our cancellation and refund instructions within our timeframes.
    59. Additionally, we will try our best to resolve this issue before it affects you. However, in some cases this might lead to withdrawal of the amounts from our accounts we have paid to you in lieu of your services. It may also occur that due to refunds approved with less than 24 hours left due to a User cancelling a session in case of an emergency (medical emergency, death in the family, or natural calamity). If this occurs, we will withhold the equivalent amount from your next month’s earnings for reimbursements after giving you a notification and proof of such transaction.
    60. If the Service Provider decides to leave Wellin5 for any reason and/or if Wellin5 terminates the Service Provider’s membership for any reason, the Service Provider hereby agrees to pay the outstanding balance to Wellin5 that might have incurred from chargebacks from the user.

      Request to release information

    61. You agree to keep all interactions with clients, including scheduling of or attendance at appointments, content of your sessions, progress in counselling, and your records confidential. You will not include or contain any records of counselling in any academic, or educational file. Only in the case of getting a request in writing from us which will include the client consent, you will release specific information about your counselling to persons/authorities designated.

      Report of abuse & compliance to court order

    62. As a contracted Counsellor at Wellin5 you are obligated to disclose to the proper authorities and/or individuals and take action should you discover or strongly suspect physical, sexual, or child abuse or neglect of any person under 18 years of age during counselling. Additionally, A court order, issued by a judge, may require you to release information contained in your notes or records and/or may require you to testify in a court hearing.

      Information shared with user benefit provider/insurance provider

    63. If the User covers payments for any of our services through their third party employee benefits package/insurance company, then we share certain information only with their Benefits provider/Insurance company to process a claim from them as well as to know what services were availed. This information includes User’s first & last name, date of birth, name of employer, sex, session name, number of sessions taken, date and time, Service Provider’s name and their license number.

      Information shared with employer

    64. Generally, employers simply offer the benefits to their employees but do not ask for detailed information about what type of services are being used by each of their employees. As part of our policy, we do not share any personal identifiable information about an individual employee but only share general statistical information such as client assigned IDs, counselling preferences, industry, major issues that need addressing in the workforce of a particular company such as burn out, stress levels, depression, anxiety, PTSD (Post Traumatic Stress Disorders) and/or any other relationship issues provided in the factual client-intake form. This is only to inform and help employers make better decisions to improve the overall health of the employees and how they can customize their employee assistance programs (EAP) further.
    65. You understand that our goal is to help employers and other healthcare organizations reduce their healthcare costs associated with issues such as productivity loss, sick leaves, prescription drugs, reduce waiting times, facilitate ease of access, and provide confidential and stigma free access to their employees.
    66. You agree and consent to keep employee information confidential and do your part in adhering to and assisting us in collecting this information.

      Software and hardware requirements

    67. By opening a user account, you agree and understand that it is your responsibility to maintain and ensure relevant software/hardware such as the appropriate internet browser – Google Chrome, Mozilla Firefox, Microsoft Edge, and Safari for Apple computers, iPhone, & iPads etc  as well as audio/video is installation and connection (such as microphone and webcam) on your PC/mobile device and that it is properly functioning at the time of counselling as this may affect the quality of the sessions delivered. Failure to do so will result in the User having a poor counselling experience and having to rebook the session or request a refund.
    68. Exceptions can be made on a case-by-case basis. An example of such an exception would be unexpected failures such as a sudden ceasing of functionality in any of the software/hardware at the time of sessions. Repeated violations however, will result in the termination of your membership from our platform.
    69. Please make sure you have performed the following: b) The correct internet browsers are installed: Google Chrome, Mozilla Firefox, Microsoft Edge, Safari for Apple users; and c) The internet connectivity and speed is tested: recommended network bandwidth is 350kb/s.

      Limitation of liability

    70. You hereby agree to indemnify, defend, and hold Wellin5 harmless against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against us, to the extent that such claim, suit, action or other proceeding is based on or arises from:
        b) The Service Provider’s provision of these Service Provider Terms to any third party, regardless of whether or not they are Users of the Wellin5 Platform; or
        c) Any materials that the Service Provider has posted to or through the Wellin5 Platform and/or any content provided by the Service Provider to Users.
        1. a) Any breach of any representation, warranty, covenant or agreement to be performed by the Service Provider according to these Service Provider Terms;
    71. The Service Provider acknowledges and agrees that the Wellin5 Platform is being provided for use “as is”, and therefore the Service Provider will not have any claim or demand towards Wellin5 in relation to the Wellin5 Platform’s users, members, properties, limitations, or compatibility with the Service Provider’s needs. The Service Provider shall not have any claim or demand against Wellin5 in respect to any Services the Service Provider decides to provide in connection with the use of the Wellin5 Platform. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied.

    72. Providing Services and any other use of the Wellin5 Platform is being made at the Service Provider’s sole and entire risk, without warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility, security, or accuracy.

    73. The Service Provider will bear all the risks associated with the uploading and transmitting of their material in accordance with our terms of use and utilizing Wellin5 Platform including reliance of its accuracy, reliability, or legality.

    74. We will not be deemed the provider or recipient of any Services accessed, used, or acquired through the Wellin5 Platform. The Service Provider provides Services solely at their own risk.

    75. Under no circumstances will Wellin5 be held liable to any Service Provider for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of business, revenue, profits, use, data, or other economic loss.

    76. The Service Provider acknowledges and agrees that Wellin5 expressly disclaims any liability in relation to any claim, suit, demand, or action brought by a User in connection with provision of any Services by a Service Provider, including but not limited to representations by the Service Provider as to the Service Provider’s qualifications and advice provided by such Service Provider through the Wellin5 Platform. The Service Provider agrees to indemnify and hold harmless Wellin5 in connection with any such claim and any damages or expenses arising therefrom.

    77. The Service Provider will be solely responsible for any agreements such Service Provider chooses to make with a User. Wellin5 will not be responsible or liable in any way for any agreement made between a Service Provider and a User and or for enforcing any such agreement, including but not limited to any agreements in relation to Service Provider’s fee, and or usage of the Wellin5 Platform in any way other than offered and suggested to the Service Provider at the Wellin5 Platform. Any agreement a Service Provider chooses to become involved in with a User is at the Service Provider’s sole responsibility and entire risk.

    78. The Service Provider acknowledges that he/she will be solely responsible and liable for any damages to any User to whom the Service Provider provides Services and/or fails to provide Services unless the provision of services or failure to provide Services, results from any show-stopper/show-halting or major (not minor) technical fault only on the Wellin5 Platform such as the Wellin5 Platform being down. In the event of a dispute regarding any transaction conducted between the Service Provider and the user through the Wellin5 Platform, the Service Provider hereby releases Wellin5 from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs, or expenses, including but not limited to, court costs and attorney’s fees, which the Service Provider may have against Wellin5.

    79. Wellin5 shall not be liable to any Service Provider or to any third party for any indirect, incidental, consequential, special, punitive or exemplary damages.

    80. Our aggregate liability for damages arising with respect to the Service Provider’s relationship to Wellin5 and any and all use of the Wellin5 Platform will not exceed the total amount of money paid by you or to you through the Wellin5 Platform during the one month immediately prior to the date of the applicable claim.

    81. We explicitly disclaim any liability with respect to any claim, suit, demand, or action made by a User. You agree to indemnify, defend, and hold harmless Wellin5 with respect to any such claim.

    82. If the applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

    83. This section (disclaimers and limitation of liability) shall survive the termination or expiration of any engagement of the Service Provider with Wellin5, including any agreement arising pursuant to these Service Provider Terms.

      General contractual terms

    84. Nothing in these Service Provider Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, or employee of the other.
    85. These Service Provider Terms are governed by the laws of the Province of British Columbia and the federal laws applicable therein, with regard to choose of laws. You irrevocably consent to the personal jurisdiction of the courts of the City of Vancouver, Province of British Columbia, and hereby waive any objection to the exercise of jurisdiction by the aforementioned courts.

    86. These Service Provider Terms and any related provisions appearing on the Wellin5 Platform constitute the entire agreement between you and Wellin5. You confirm that you have not relied upon any representations, warranties, covenants, agreements, terms, or claims by Wellin5 except as set forth in these Service Provider Terms or as otherwise described on the Wellin5 Platform.

    87. We may provide notices or other communications to you regarding this agreement or any aspect of the Wellin5 Platform, by email to the email address that we have on record, by regular mail or by posting it online. The date of receipt shall be deemed the date on which such notice is given. Notices sent to us must be delivered by email to contact@wellin5.ca.

    88. We may change this Agreement by posting modifications on the Wellin5 Platform in which case we will notify you. Unless otherwise specified by Wellin5, all modifications shall be effective upon posting on the Wellin5 Platform. Therefore, you are encouraged to check these Service Provider Terms frequently. By using the Wellin5 Platform after any changes become effective, you agree to be bound by such changes to these Service Provider Terms. If you do not agree to such changes, you must immediately cease to use the Wellin5 Platform and any services or platforms offered by Wellin5.

    89. Wellin5 may freely transfer or assign its obligations under these Service Provider Terms without notice to Service Providers or to Users.

    90. If any provision of these Service Provider Terms are held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of the Service Provider Terms will remain in full force and effect.

Last updated: October 2018