General Terms & Conditions
Introduction
These Terms of Service ("Agreement") are a contract between you and Psychwell Essence Limited to govern your use of e-/teletherapy and physical psychotherapy provided by the Psychwell Essence Limited team, (hereinafter collectively the "Service"), your rights and obligations with respect to User Data that you place in the Service, as well as your creation of an account by opting in and registration to give you access to the Service, (hereinafter an "Account") for use in connection with the Service.
Definitions for purposes of this Agreement
Website" means the websites, software and services available from the domain and subdomains of Psychwell Essence Limited and any related or successor domains/ platforms/ suppliers/ partners from which Psychwell Essence Limited may offer services. "User Data" means any data that you upload or submit to the Servers, Website, or other areas of the Service, including but not limited to Protected Health Information as that term is defined below; "Intellectual Property Rights" means copyrights, trademarks, service marks, trade dress, publicity rights, database rights, patent rights, and other intellectual property rights or proprietary rights recognized by law.
Verification for Psychwell Essence Limited
By opting in and accepting this agreement in connection with an Account, you represent that you are at least 18 years of age, or the legal age of majority and have the legal authority to enter into this agreement. You further agree that as a condition to accessing therapy, you will submit to account verification as required by Psychwell Essence Limited as well as provide only true and accurate information to Psychwell Essence Limited or its partners/ service providers.
Establishing an Account
You must establish an Account with Psychwell Essence Limited to use the Service by either dialing the USSD code provided or manual registration. You must be 18 years of age to establish an account. You agree to provide accurate, current and complete information about yourself as prompted by the registration/ assessment form also known as the Registration Data.Responsibility for Use of Account
You are responsible for your account. Psychwell Essence Limited will use the account to send you psychotherapy calls, communication or other listed uses in this agreement as needed.Fees and Billing
Psychwell Essence Limited provides both paid for and probono services. For the paid service, please ensure that your payment instruments are ready and in place during the psychotherapy session.Modification of Service.
Psychwell Essence Limited reserves the right to modify or eliminate aspect(s), features or functionality of the Service from time to time for the purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for other commercially reasonable purposes.Protected Health Information, User Data and Use of Your Information
Psychwell Essence Limited will ensure your data is protected. Privacy and confidentiality will be adhered to with the information you have provided and will make commercially reasonable efforts to maintain the Service in a manner that includes appropriate administrative, technical and physical security measures designed to protect the confidentiality, availability and integrity of the process. The laws of Kenya, the country in which Psychwell Essence Limited is registered will guide our operations.Acts of Omissions of Referred Third Party/ Partners
The Service may contain links or direction to other third parties such as level five hospitals near you among others that are not owned or controlled by Psychwell Essence Limited and Foundation. You agree that Psychwell Essence Limited is not responsible or liable for the content, policies, or practices of any third parties. Please consult any applicable terms of use and privacy policies provided by the third party in such cases.Your Rights and Obligations with Respect to Your Data
You authorize Psychwell Essence Limited to use your Data/ information in the manner contemplated by the Service and this Agreement. You agree that by uploading or submitting any content which includes audios, pictures, psychotherapy session content, videos or any other material which may be physically or through the Servers, Website, or other areas of the Service, you hereby automatically grant Psychwell Essence Limited a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display the User Data. You agree that the license includes the right to copy, analyze and use any of your User Data as Psychwell Essence Limited may deem necessary or desirable for purposes of debugging, testing, presentations, research, professional consultation, investment discussions, providing support or development services in connection with the Service and future improvements to the Service.Interruption of Service
Psychwell Essence Limited may on occasion need to interrupt the Service with or without prior notice to protect the integrity or functionality of the Service. You agree that Psychwell Essence Limited will not be liable for any interruption of the Service (whether intentional or not). You agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.Intellectual Property Rights
Psychwell Essence Limited owns Intellectual Property Rights in and to the Service such as the Software, the Websites and the Servers, service marks, trade names, logos, domain names, tag lines. Psychwell Essence Limited hereby grants rights to access and use the Service as set forth in these Terms of Service and expressly conditioned upon your Account remaining active and in full compliance with these Terms of Service. You agree that you will not:-
(i). Allow any person or entity not authorized by Psychwell Essence Limited to
access the service. (ii). Attempt to copy any ideas, features, functions or graphics contained in the Service.
(iii). Attempt to translate or modify all or any part of the Service.
Your Obligations
You agree that you will not upload, publish, or submit to any part of the Service any User Data that is protected by the license rights and you agree that Psychwell Essence Limited and Foundation will have no liability for, and you agree to defend, indemnify, and hold Psychwell Essence Limited harmless for, any claims, losses or damages arising out of or in connection with your use of any User Data.Indemnification
You agree to defend, indemnify and hold harmless Psychwell Essence Limited , its officers, directors, shareholders, employees, subsidiaries, and agents from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from: (i) Any breach or alleged breach by you of this Agreement, including without limitation your representations and warranties relating to your Data. (ii) Your acts, omissions or use of the Service, including without limitation your negligent, willful or illegal conduct. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.Legal Relationship Between You and Psychwell Essence Limited ; No Third Party Beneficiaries
You acknowledge that your participation in the Service, including your creation or uploading of Content in the Service, does not make you an Psychwell Essence Limited employee and that you do not expect to be, and will not be compensated by Psychwell Essence Limited for such activities, and you will make no claim inconsistent with these acknowledgments.Termination of Accounts
You may terminate this Agreement by closing your Account or unsubscribing from the service at any time for any reason.Dispute Resolution and Arbitration
In the event of a dispute between you and Psychwell Essence Limited , the dispute shall be referred to arbitration by a single arbitrator to be appointed by agreement between the parties or in default of such agreement within 14 days of the notification of a dispute, upon the application of either party, the arbitrator shall be appointed by the Chairman for the time being of the Kenya Branch of the Chartered Institute of Arbitrators of the United Kingdom. To the extent permissible by law, the determination of the Arbitrator shall be final conclusive and binding upon the parties.Data Protection
In respect of information supplied by Psychwell Essence Limited , the Recipient shall:-
a). Retain the information only for as long as is reasonably required to achieve the Permitted
Purposes.
b). Take all appropriate measures against unauthorised or unlawful access to the service and all rights that belong to Psychwell Essence Limited .
c). Not disclose or transfer any information to any third party without Psychwell Essence Limited prior consent.
d). Not publish, transfer, distribute, sell, sub-license or otherwise part with the confidential information, or permit any third party to use or exploit the Psychwell Essence Limited and Foundation information without express consent from Psychwell Essence Limited and Foundation.
e). Promptly inform Psychwell Essence Limited of any complaints.
f). Respond to queries, complaints and other correspondence with any Regulatory Body in relation to the processing of personal information only after consultation with Psychwell Essence Limited .
Psychwell Essence Limited will ensure that the recipient of the service is protected by:
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i. Ensure compliance with data protection regulation.
ii. Ensure compliance with the data storage, retention and other security measures referred to in this clause.
iii. Promptly amend, update, delete or supplement information for the benefit of the recipient.
iv. Use the recipient’s information as stipulated in this agreement.
v. Ensure there is data privacy and confidentiality for the information provided.
Notices
Psychwell Essence Limited may provide notice to you and obtain consent from you through:
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1. The USSD platform.
2. Mobile calls or messaging.
3. The Psychwell Essence Limited website.
4. Electronic mail at the electronic mail address associated with your Account.
5. Written postal mail.
6. Authorized Psychwell Essence Limited representatives.