Isofi Music Therapy Client Agreement
Recitals
A. Isofi operates a music therapy platform that connects companies with qualified music therapists.
B. Isofi provides a telehealth platform to facilitate the music therapy sessions between therapists and clients' employees.
C. The Client wishes to purchase a specific amount of music therapy sessions from Isofi for the benefit of its employees.
D. All therapists are engaged by Isofi as independent contractors, fully liable for the services they provide, and are covered by their own professional indemnity insurance.
Agreement
Scope of Services
Client agrees to purchase a number of music therapy sessions ("Sessions") from Isofi Limited to distribute amongst its employees ("Users").
Isofi agrees to match music therapy sessions between qualified music therapists and the Client's employees.
Platform
Sessions will be conducted through Isofi's telehealth platform, designed to facilitate secure and effective therapy experiences.
Client shall ensure that Users agree that their contact with the selected therapist will be only through the Platform. The therapists are not permitted to ask Users to sign up to their private therapy practice and Users are not allowed to ask therapist to join their private practice.
Status of Therapists
All therapists are independent contractors, not employees of Isofi, fully liable for the services they provide, and are required maintain their own professional indemnity insurance.
Payment Terms
The Client agrees to pay Isofi for the pilot program ("Fee") payable upon signing of an agreement.
Platform Content
5.1The Isofi platform contains content which is owned by or licensed to us (the “Content”). This Content includes, but is not limited to, the information, design, layout, look, appearance, sounds, music, video and graphics.
5.2You are granted a limited licence to use the Content subject to the restrictions described in these Terms. This means that you have access to the Content but none of the Content belongs to you, or will belong to you.
5.3 Where we have legally protectable rights over the Content on the Platform, such as copyright, those rights are important to us and will remain ours at all times.
5.4 Where we have added notes or marks to show our legal rights (such as copyright) you must not delete or remove such notices placed by us on any Content.
Use of Platform
6.1Isofi is not itself a menatl health care provider or a provider of medical services; we are a tech company that facilitates interactions between users and music therapists. We provide a simple interface to allow users to access support, and we interview, vet and continuously monitor the independent music therapists on our platform. However, we have two very important limitations to bring to your attention:
(a) ISOFI IS NOT RESPONSIBLE FOR THE INTERVENTIONS RECEIVED BY USERS THROUGH THE PLATFORM AND FROM THEIR MATCHED THERAPISTS. Despite the care we take described in 6.1, some of the content on the Platform generally, or given to users by therapists, may be incorrect, mistimed or inappropriate, generally or for a particular user. Simply because we have selected a music therapists does not mean that we endorse any or all of the interventions made by that therapist to their users. What the therapists says may not resolve all or any of a user’s mental health concerns - depending on the user’s presenting problem, therapy may take a long time, so no one conversation can be guaranteed to yield useful results. We encourage users to be as open and honest as possible in their interactions with Counsellors to raise the chances of good outcomes.
(b) ISOFI IS NOT RESPONSIBLE FOR ANY ACTION THAT USERS TAKE OR DO NOT TAKE AS A RESULT OF INFORMATION GIVEN THROUGH THE PLATFORM. What users choose to do with the information given through the platform is their choice. In other words, your reliance on any information is at your own risk.
6.2 You are advised to exercise a high level of care and caution in the use of the platform. You understand and agree that you are aware that the services offered through the platform may not be a substitute for a face-to-face session by a licensed music therapist. You should never rely on or make health or well-being decisions purely on use of the platform. The Users should never avoid or delay obtaining medical advice from their doctor or other qualified healthcare therapist, or by traditional face-to-face appointment, as a result of information or information they received through the platform.
Confidentiality
Isofi shall have no access to data related to the User or their interactions with a selected therapist.
Limitation of Liability
Isofi's liability in respect for death or personal injury caused by Isofi's negligence, fraud or fraudulent misrepresentation is not limited.
Except as set out in paragraph 8.1, Isofi shall not be liable for any actions, claims, or disputes arising out of the services provided by the independent contractor therapists nor the use of the platform by any User.
General Terms
10.1 If any of the Terms are held to be illegal or unenforceable, those (but only those) provisions shall be deemed to be deleted and the rest of the Terms shall remain in full force and effect.
10.2 The Terms constitute the entire agreement and replace any previous agreement or understanding (in whatever form) between us in respect of the matters contained or referred to in the Terms. You agree that you have not relied on and have no legal remedy in respect of, any statements (however communicated) which are not replicated or are inconsistent with the Terms.
10.3 Client may not assign, transfer or subcontract any of their rights under an Agreement without our prior written consent of the other party. Isofi may assign, transfer or sub-contract all or any of our rights at any time without consent.
10.4 A person who is not a party to the Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision in the Terms.
10.5 No waiver by either of the parties shall be effective unless in writing, and no waiver shall constitute a continuing waiver so as to prevent us or you from acting upon any continuing or subsequent breach or default.
10.6 This Agreement shall be subject to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
Isofi Limited
Bottom of Form
Independent Contractor Music Therapist Terms and Conditions
Services
Services
The Company owns and operates an online telehealth platform through which employees of the Company's clients, or other direct customers of the Company (collectively, "Service Users") may access and be connected with music therapy providers who shall provide music therapy sessions (collectively, the "Provider Services"). Service Users may access the Provider Services via multiple websites, mobile applications, and other means (collectively, the "Platform"). Subject to any other provisions of this Agreement, the Company hereby engages you ("Contractor") as an independent contractor to provide Service Users with virtual music therapy support.
As-Needed Basis.
The parties acknowledge and agree that the Company has no obligation to make any minimum commitment of work, time, or compensation to the Contractor. The Contractor will provide service only on an as-needed basis as determined by the availability of Users.
Location
The Contractor may as mutually agreed with the Service User, provide the Provided Services in-person or remotely via the Platform[KW1] (access being provided at the allotted session time by the Service User. The relationship between the Company and Contractor shall be that of independent contractor and nothing herein shall render the Contractor an employee, partner, party to a joint venture with Company, or agent of the Company. Contractor shall not hold themselves out to have any such authority. This Agreement constitutes a contract for the provision of Provider Services to platform Users and not a contract of employment.Contractor shall be responsible for all payment of local, state, federal taxes (as may be applicable) in respect of any Fees received by them from the Company related to the provision of Provider Services.
Terms and Conditions
A Contractor is a music therapist who is qualified to provide music therapy by and accredited and approved governing body in the jurisdiction where the Contractor is located to provide Services.
By registering, accessing, or using the Platform, the Contractor agrees that they have agreed to all terms in this Agreement.
Use of the Platform.
The Company reserves exclusive rights to modify the features and functionality of the Platform as determined solely by the Company and such modifications are subject to change or termination without notice.
The Company has sole discretion in determining which ServiceUsers to refer to the Contractor, and when to cease referrals to the Contractor.
The Contractor agrees to comply with the terms of the Privacy Policy (see link here) and the further acknowledges that the Privacy Policy is incorporated into these terms by reference herein.
Disclaimers and Limitations of Liability.
The Contractor acknowledges and agrees that the Platform is being provided for use "as is" and on an "as available" basis without warranty of any kind, express, implied, or statutory, and therefore you will not have any claim, or demand towards the Company in relation to the Platform's Users.
Registration, providing Provider Services and any use of the Platform is being made at the Contractor'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.
Company does not guarantee any referrals of Users and makes no representations regarding the volume or number of interactions Contractor will have with Users.
The Company will not be deemed the provider or recipient of any services acquired through the Platform. The Contractor provides Provider Services at their sole risk.
The Company shall have no liability towards the Contractor, however so arising, 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 advantage.
The Contractor acknowledges that Contractor will be solely responsible and liable for any losses or damages to any Service User to whom Contractor provides services and to any Service User who suffers damages arising from or connected to such services that Contractor provided to that Service User. In the event of a dispute regarding any interaction conducted through the Platform, the Contractor hereby releases the Company 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 Contractor may have against one or more of the above.
The Contractor shall be solely responsible for and shall indemnify the Company for and in respect of:
any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Contractor shall further indemnify the Company against all reasonable costs, expenses, and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim;
any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor or any substitute against the Company arising out of or in connection with the provision of the Services.
The Company's aggregate liability for damages arising with respect to this agreement and any and all use of the Platform will not exceed the total amount of money paid by the Contractor or to the Contractor through the Platform in the 3 months period prior to the date of the claim.
The Company may at its option satisfy the indemnities above (in whole or in part) by way of set-off from any payments due from the Company to the Contractor, unless local law requires otherwise. This shall survive the termination or expiration of this Agreement.
Contractor's Conduct.
When using the Platform for the purposes of Provider Services or using the Platform for a purpose related to Provider Services, the Contractor must exercise a reasonable standard of care, including confidentiality obligations, at least equivalent to a traditional in-person interaction with a Service User as mandated by Contractor's profession and if applicable, regulatory agencies.
The Contractor will not provide to Users any services other than Provider Services.
The Contractor will not provide to Users any services which may not be lawfully or ethically rendered or provided through the Platform according to the laws, regulations and ethics that apply in the Contractor's jurisdiction.
The Contractor will not diagnose, treat, test, advise, counsel, recommend a course of treatment, or otherwise provide or perform any services that require an in-person meeting with a Service User or examination of a Service User.
The Contractor acknowledges and agrees to inform Users that the Provider Services, advice and or information that he/she provides to a Service User, are not in any way to be considered a substitute for an in-person interaction between the Service User and the Contractor or any other professional.
The Contractor will not provide Provider Services for any Users presenting with an emergency. For emergency matters and issues, the Contractor agrees to instruct the Service User to immediately call their local emergency service number.
Regardless of the Contractor's professional and educational training, Contractor agrees to never engage in the practice of medicine through the Platform, including, without exception, diagnosing medical conditions and prescribing or dispensing any medications. For Contractors in the UK, the Contractor agrees to never engage in the assessment or medical treatment of any person detained in hospital under the Mental Health Act 1983 (or equivalent legislation in any devolved nation in the United Kingdom).
The Contractor may only use the Platform for the purpose of Provider Services, or any task directly related to Provider Services. The Contractor may not use this Platform to solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others. This includes promoting other legitimate business activities or selling any products whatsoever, regardless of the legality of the products.
The Contractor agrees to not use the Platform to solicit clients for any services outside of the Platform.
The Contractor agrees to use the Platform as intended and not collect additional fees from Users for services rendered associated with the Platform.
Any fees related to external assessments that are conducted outside the Platform, whether or not there are fees associated with such tool are expressly not required by Users to receive services on the Platform. The assumption of fees associated with use of such external assessment tools are at the Users' sole discretion and not sanctioned or enforced by the Company.
The Contractor agrees to be bound by any and all applicable local, state, federal or international law, statute, ordinance, rule, regulation, or ethical code in relation to the use of the Platform and to Contractor's relationship and interactions with the Users and with the Company. The Contractor further agrees and commits not to engage in conduct that is harmful, unethical, fraudulent, deceptive, or offensive.
Contractor understands that they shall at all times while registered on the Platform, maintain professional indemnity insurance of at least the equivalent of US$1 million.
Contractor acknowledges and agrees that during the course of and solely as a result of their provision of the Provider Services, Contractor will become aware of some, most, or all of the Company's clients and members, their assigned names, and their needs and requirements. Contractor further acknowledges and agrees that the loss of such clients or members would cause the Company great and irreplaceable harm. Consequently, unless otherwise expressly agreed in writing with the Company, Contractor covenants and agrees that Contractor will not, in any manner whatsoever, during the term of this Agreement, and for a period of one (1) year following the date of termination of this Agreement, directly or indirectly, on its own behalf or on behalf of or in association with any other person or entity: solicit, accept business, or attempt to induce, encourage, or entice any actual or prospective clients or Users of the Company who Contractor personally contacted or provided Provider Services to, or about which the Contractor became aware of and/or received Confidential Information about, for the purpose of: (i) materially interfering with the Company's business as currently conducted; (ii) doing business with such clients or members in the same class of business offered by the Company; or (iii) marketing similar services provided by the Company to any such actual or prospective clients or members.
Fees and Payment
Fees.
The Company shall only be liable to pay any fees to the Contractor upon the Contractor being referred work from the Platform (or directly by the Company, as the case may be), and successful delivery of the Provider Services to the referred Service User[KW2] .The fees payable to the Contractor from the Company shall be: (a) for Contractors based in the United Kingdom, £120 less 35% (being the commission retained by the Company), and (b) for Contractors located in the United States, US$90 less 35% (being the commission retained by the Company).
3.2. Payment
The Company shall pay the for music sessions delivered to the Service User within 30 days of receipt of an invoice from the Contractor with in relation to the sessions provided to the Service User(s) by the Contractor.
Compliance with Laws
In the performance of Services, the Contractor agrees to ensure that he/she complies with all applicable laws, bylaws, regulations, orders, or any rules, directives or policies imposed by applicable regulatory or governmental authority.
Confidentiality
5.1 Non-Disclosure
Contractor may, during the course providing the Provider Services, receive personal, health, and other information, which is confidential in nature, belonging to the Company, its clients/Service Users or other third parties to whom the Company has an obligation of confidentiality collectively referred to herein ("Confidential Information") and Contractor agrees:
not to disclose to a third party or use for any purpose, or reason whatsoever (other than for the benefit of the Company in connection with the Services), in any manner, any Confidential Information without the consent of the Company except as may be required by any law or regulation; and
to respect that confidentiality by employing security measures appropriate to the nature of the information retained and the means by which that Confidential Information is recorded or stored.
No Authority to Contract on Behalf of Company
The Contractor will not, and will not have the authority to, without the prior written consent of the Company, enter into any contract or commitment in the name of, or on behalf of, the Company or bind the Company in any respect whatsoever, or represent himself as a partner, joint venture, agent, or employee of the Company.
Miscellaneous
Notices.
The Company may provide notices or other communications to the Contractor regarding this Agreement or any aspect of the Platform, by email to the email address that the Company has on record. 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 [insert email].
The Company's Ability to Conduct Quality Assurance Reviews
Upon the consent of the Service User(s), the Company may conduct quality assurance reviews with the Contractor, based on reviews made by the Service User and Contractor shall use best endeavours to provide the Company with such information reasonably requested by the Company to undertake and complete such quality assurance review.
Amendments to this Agreement.
The Company may amend this Agreement by posting modifications on the Platform. Unless otherwise specified by the Company, all modifications shall be effective upon posting. The Contractor is solely responsible for ensuring they have reviewed this Agreement at regular intervals. By using the Platform after the amendments become effective, and binding upon the Contractor.
Transfer, Assignment, and Delegation.
Except as provided herein, the Contractor may not assign, delegate, or otherwise transfer any of its rights, obligations, and responsibilities under this Agreement without the prior written consent of the Company and any such purported transfer shall be null and void.
The Company may freely transfer or assign this Agreement or any of its obligations hereunder.
Waiver.
The waiver by any of the parties of any action, right or condition described in this Agreement, or of any breach of a provision of this Agreement, shall not constitute a waiver of any other occurrences of the same event in writing by the party purporting to give the same.
Governing Law.
This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree to submit the exclusive jurisdiction of the courts of England and Wales to determine any claim arising out of or connection with this Agreement.
Severability.
In the event that any provision or any part of any provision hereof is deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by a court, this Agreement shall be construed as not containing such provision or part of such provision and the invalidity of such provision or such part shall not affect the validity of any other provision or the remainder of such provision hereof. All other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.