Terms and Conditions
TRADING TERMS
The following terms and conditions, as amended from time to time (“Trading Terms” or alternatively “Terms”), will apply to all services supplied by Psyxia to the Client.
1. Definitions and interpretation
In these conditions:
(a) “ACL” means the Australian Consumer Law. Information about the Australian Consumer Law, when it applies and what it means can be found at http://www.consumerlaw.gov.au.
(b) “Agreement” means the agreement between Psyxia and the Client pursuant to the Terms and the Intake Form.
(c) “Appointment” means the agreed time (and the agreed duration) during which Psyxia will provide services to the Client, which may be provided face to face or by Telehealth (in Psyxia’s reasonable discretion and in order to comply with our ethical and legal obligations).
(d) “Appointment Package” means more than one Appointment, offered by Psyxia for purchase by the Client as a group of Appointments which the Client is committing to attend).
(e) “Claim” includes any claim, demand, proceeding, action or similar event.
(f) “Client” means the person noted in the Intake Form in that way.
(g) "GST Law" means A New Tax System (Goods and services Tax) Act 1999 (Cth) as amended and other associated Acts as amended.
(h) “Intake Form” means the initial form or other document provided by Psyxia to the Client (including by way of an electronic web-form) and completed by the Client.
(i) “Loss” means any loss, damage, cost, expense or other adverse financial or other consequence.
(j) “Pre-Assessment/Clinical Narrative Assessment/Clinical Narrative Assessment” means the process of assessment by Psyxia (after completion by the customer of the Intake Form and provision of ancillary documentation required) to enable Psyxia to determine whether Psyxia’s services are suitable for the Client.
(k) “Privacy Policy” means Psyxia’s privacy policy which can be found on Psyxia's website currently at the location psyxia.com/privacy-policy.
(l) “Product Terms” means any specific terms and conditions which may also apply to particular services supplied by Psyxia to the Client (which, if they apply, also form part of the Agreement).
(m) “Psyxia” means Ariah Group Pty Ltd ABN 76 666 404 128 and includes its officers, servants, agents and subcontractors and successors (Psyxia is also referred to as “we” and “us” in these Terms).
(n) “Psyxia Policies” means any policy published by Psyxia, typically on Psyxia’s website, at the location psyxia.com/fees-and-policies which is relevant to provision of the services and the conduct of the Client, which may include:
i. More detailed booking, trading hours, late arrival and cancellation policies;
ii. Prescription policy (including a policy in relation to issuing repeat scripts);
iii. More detailed policies in relation to phone and email communication; and
iv. Any other relevant policy reasonably determined by Psyxia.
(o) “Rates” means the Pre-Assessment/Clinical Narrative Assessment rate and hourly or per-Appointment rates, or any other rate, set out in the Schedule of Rates for Psyxia which can be found on Psyxia’s website and which varies for face to face appointments and Telehealth appointments, currently at the location psyxia.com/fees-and-policies – or such rates stated in the relevant Intake Form if they are different to those stated in the Schedule of Rates.
(p) “services” means the services to be performed (whether gratuitously or not) by Psyxia as specified in the Intake Form or as otherwise agreed between Psyxia and the Client.
(q) “Standard Letter” means the letter ordinarily produced by Psyxia at the completion of services provided to the Client, in a format suitable for communicating with other healthcare providers, to be supplied to the Client’s referring healthcare provider and any other person (at the reasonable discretion of Psyxia) requested by the Client.
(r) “Telehealth” means an appropriate audio and / or videoconference.
(s) “Unacceptable Behaviour” means any of:
i. Any verbal, written or physical abuse, threats of violence or actual violence (even a single occasion or incident of any of these things) directed to any Psyxia team member;
ii. Non-compliance (in a way which Psyxia judges to be serious or habitual) with treatment recommendations (for example – by taking inappropriate substances or contra-indicated medication; by an act of self-harm, or by a continued failure to follow a recommended course of action or treatment);
iii. Any attendance at an Appointment, or communication with a Psyxia team member, which occurs while the Client is intoxicated (or if Psyxia reasonably suspects that the Client is intoxicated);
iv. Any relevant criminal behaviour (for example, in relation to Psyxia staff, deception or fraud, drugs or other factors and events which Psyxia considers relevant);
v. Excessive amounts of re-scheduling or cancelling appointments (noting that even where the Client has good and valid reasons for re-scheduling and cancelling, this can become impractical for Psyxia and can affect treatment); and
vi. Any other behaviour which Psyxia reasonably considers to be unacceptable.
(t) “Unsuitable Situation” means any of:
i. The loss of mutual trust, confidence or respect between the Client and any Psyxia team member, which may include but is not limited to a Client:
a. seeking care from multiple care providers of a similar nature (without the knowledge and approval of a Psyxia team member); or
b. requesting services which are outside the scope of services ordinarily provided by Psyxia (such as those described in clause 5.2) in situations where Psyxia has communicated to the Client that they will not be providing those services;
ii. any situation where a Psyxia team member forms the reasonable opinion that the Client is attempting to procure access to prescription drugs in a manner which is inconsistent with treatment recommendations;
iii. any situation where the Client assertively seeks, or attempts to coerce any Psyxia team member to provide, treatment which the team member considers inappropriate;
iv. any situation where in the view of any Psyxia team member, the Client would be more appropriately treated by another professional – including any situation where the Client is unable to maintain appropriate personal and behavioural boundaries; and
v. Any other situation which Psyxia reasonably considers to be unsuitable.
No provision in the Agreement is to be construed to the disadvantage of Psyxia merely because Psyxia has prepared and proposed this Agreement.
In the Agreement the word “person” includes a natural person, any association or body, a company, and any similar or analogous entities.
Psyxia (acting reasonably) may assign, subcontract or licence its rights and obligations under this Agreement without the prior consent of the Client. However, due to the need to manage conflicts, medical privacy and ensure Psyxia is equipped to handle the needs of any particular client, the Client may not assign, subcontract or licence their rights and obligations under this Agreement without the prior consent of Psyxia.
2. Application and variation
2.1. This Agreement sets out the entire agreement between the parties and will prevail over all communications between Psyxia and the Client to the extent of any inconsistency. Where there are specific Product Terms communicated by Psyxia to the Client in relation to some or all of the services to be supplied to the Client, then those specific Product Terms form part of this Agreement. Where the Product Terms provide for an issue more specifically than these Terms, then the conditions in the Product Terms will prevail over these Terms.
2.2. No alteration or variation of the Agreement will be binding upon Psyxia unless such alteration or variation is specifically acknowledged and approved by Psyxia.
2.3. Psyxia reserves the right at all times to act reasonably to vary the terms and conditions of this Agreement, including by varying the Rates and by issuing or amending Psyxia Policies. Psyxia declares and the Client acknowledges that the most up to date version of the Terms which form part of the Agreement can be found on Psyxia’s website, currently at the location psyxia.com/terms-and-conditions (“Updated Terms”).
2.4. Psyxia must take reasonable steps to inform the Client of the Updated Terms and of variations in Rates and of issued or amended Psyxia Policies and to provide reasonable notice to the Client before Updated Terms, Rates and Psyxia Policies will apply to govern the relationship between Psyxia and the Client. The Client agrees that notification of the Updated Terms, Rates or Psyxia Policies on Psyxia’s website or reference to the Updated Terms, Rates or Psyxia Policies in any material provided to the Client (such as a link to the Updated Terms, Rates or Psyxia Policies in Psyxia’s online Appointment booking system) will be reasonable steps by Psyxia to inform the Client.
2.5. In the event that there is any inconsistency between this Agreement and the Updated Terms, the terms and conditions of the Updated Terms will prevail, and the Client acknowledges that it will always be bound by the terms and conditions of the Updated Terms.
3. Responsibilities
3.1. Psyxia
3.1.1. Services provided by Psyxia must be performed with due care and skill (applying an acceptable level of skill and technical knowledge), in a way which is fit for any purpose specified by the Client to which Psyxia has agreed.
3.1.2. If Psyxia considers that the information, documents and other particulars provided by the Client are not sufficient to enable Psyxia to provide the services in accordance with this Agreement, then Psyxia may request further information or other particulars as necessary from the Client.
3.1.3. Psyxia will use all reasonable efforts to inform itself of the Client’s requirements and for that purpose it will consult the Client throughout the relevant period for performance of the services.
3.1.4. If Psyxia requires the Client to complete a Pre-Assessment/Clinical Narrative Assessment/Clinical Narrative Assessment, then Psyxia will use reasonable endeavours to determine whether the services are suitable for the Client’s needs and provide the client with prompt notice of the results of the Pre-Assessment/Clinical Narrative Assessment/Clinical Narrative Assessment. Psyxia does not accept all potential clients for the services and some clients are unsuitable for Psyxia’s services. Psyxia may not allow the Client to make further Appointments until a Pre-Assessment/Clinical Narrative Assessment/Clinical Narrative Assessment has been completed (and Psyxia has determined that the services are suitable for the Client’s needs). If further Appointments have been made, but a Pre-Assessment/Clinical Narrative Assessment/Clinical Narrative Assessment has not been completed (or Psyxia has determined that the services are not suitable for the Client’s needs), then Psyxia may cancel such Appointments in its discretion (and will typically refund payments made for those Appointments, except in extraordinary circumstances).
3.1.5. Psyxia will perform the services during and ancillary to any Appointment. Psyxia will give notice to the Client if it becomes aware of any matter which may change the timing or scope of the performance of the services.
Psyxia may, in its reasonable discretion and with reasonable notice, reschedule any Appointment (such as if an employee or agent of Psyxia becomes unavailable or due to technical issues with information technology systems). If an Appointment must be rescheduled, Psyxia will liaise with the Client to identify a suitable alternative time and date for the Appointment and may (in Psyxia’s reasonable discretion) agree to refund that Appointment.
3.1.6. Psyxia will perform services either at Psyxia’s office or by Telehealth.
3.1.7. Psyxia will store personal information in accordance with the Privacy Policy. Please note that the Privacy Policy permits Psyxia to share your personal information in a number of situations including but not limited to:
3.1.7.1. providing it to other healthcare providers (in order to achieve continuity and consistency of care, and for other appropriate reasons);
3.1.7.2. where the disclosure is required or authorised by law (such as in response to a court subpoena);
3.1.7.3. when it is necessary to lessen or prevent a serious threat to a patient’s life, health or safety or to public health or safety, to facilitate appropriate action in relation to suspected unlawful activity or serious misconduct or where it is impractical to obtain the patient’s consent; and
3.1.7.4. with third parties to collect and process data, such as IT service providers, data storage, web-hosting and server providers.
3.2. The Client
3.2.1. As soon as practicable after a request by Psyxia, the Client must make available all information, documents and other particulars which Psyxia has requested, to enable Psyxia to perform the services.
3.2.2. The Client must advise Psyxia in writing within a reasonable time after the Client becomes aware of any matter which may change the scope or timing of services required by the Client.
3.2.3. The Client acknowledges that Psyxia will use third-party software to provide online booking systems and for practice management purposes.
3.2.4. In order to comply with its ethical and legal obligations and to ensure the services are appropriate for the Client’s needs, Psyxia may require the Client to attend a face to face Appointment for the Client’s first Appointment and at regular intervals for future Appointments. The Client acknowledges and agrees that it must ensure availability to attend face to face Appointments as required by Psyxia.
3.2.5. The Client acknowledges and agrees that they will not record (by any means, including audio or visual recordings) or disclose recordings of any interaction with agents, employees or sub-contractors of Psyxia, including during face to face and Telehealth Appointments and regardless of whether the Client was a party to those interactions.
3.2.6. The Client must comply with all Psyxia Policies and with all other provisions of these Terms.
4. Payment
4.1. The Client must pay all Psyxia invoices for services under this Agreement in full, without deduction or set off, at the times and in the manner set out in this Agreement. This is a fundamental obligation of the Client. Each time that the Client is required to pay Psyxia, it is required to do so in cleared funds.
4.2. The Client must pay Psyxia for the services in accordance with the timing set out in the Intake Form or as agreed in writing with Psyxia. If there is no timing set out in the Intake Form or other agreement in writing with Psyxia then the Client must pay 100% of the cost of any Pre-Assessment/Clinical Narrative Assessment or Appointment in advance at the time of requesting the Pre-Assessment/Clinical Narrative Assessment or booking an Appointment. If there is specific timing for payment set out in the Intake Form then that will take precedence over the timing for payment set out here.
4.3. Psyxia may elect (in our absolute discretion) to refund part or all of the Pre-Assessment/Clinical Narrative Assessment rate to the Client.
4.4. The Client must pay GST to Psyxia on any taxable supply within the meaning of the GST Law made to the Client pursuant to these conditions. Payment of GST must be made at the same time as amounts are due pursuant to Clause 4.2.
4.5. If there is a change in the scope or timing of the services then Psyxia will be entitled to payment of an additional amount which is reasonable in the circumstances (for instance, if the Client requests and Psyxia agrees to provide an emergency Appointment outside of ordinary hours) calculated on the basis of the Rates.
4.6. If any payment issued by the Client in payment for the services is dishonoured, rejected or otherwise fails to achieve the actual and permanent transfer of actual funds to Psyxia, then Psyxia may refuse to supply any services which have not been paid for, until satisfactory payment is received in full. Any dishonour or rejection or similar fee(s) charged to Psyxia will be recoverable in full from the Client.
4.7. If the Client does not pay any payment or amount due on the due date in accordance with the terms of this Agreement, then without prejudice to any other right or remedy:
4.7.1. Psyxia may, at its discretion, withhold the provision of services until receipt of actual payment of all unpaid amounts by the Client;
4.7.2. all outstanding money carries a late payment fee of 10% per annum calculated daily on the unpaid amounts from the date for payment to the date of actual payment (“Interest”);
4.7.3. any costs incurred by Psyxia in collecting monies due and payable (including, without limitation, the fee of any mercantile agencies or solicitors appointed by Psyxia on a full indemnity basis) will be recoverable in full from the Client (“Costs”); and
4.7.4. Psyxia may recover any payment or amount due under the Agreement together with any Costs incurred and Interest from the Client as a liquidated debt in a court or tribunal of a competent jurisdiction irrespective of any Claim that the Client may have against Psyxia for any thing or matter related to the services delivered under this Agreement.
4.8. If after the date of acceptance of the Quote there is any change to relevant laws, by-laws, regulations or ordinances of any Australian Government or statutory authority, and that change directly or indirectly affects the costs incurred by Psyxia in performing services, then Psyxia may elect to vary the prices and/or amounts payable to Psyxia accordingly.
5. Warranties, expectations and limits in relation to services
5.1. If the Client is a consumer for the purposes of the ACL, our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
· to cancel your service contract with us; and
· to a refund for the unused portion, or to compensation for its reduced value
You are also entitled to be compensated for any other reasonably foreseeable loss or damage.
If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
5.2. So that the expectations between Psyxia and the Client are clear:
· Psyxia will not provide services to or communicate with Clients who are intoxicated. If the Client attends an Appointment (including by Telehealth) and they are intoxicated (or Psyxia reasonably suspects that they are intoxicated), then:
o Psyxia may immediately end the Appointment; and
o the Client will be responsible to pay for (or to reimburse Psyxia for) the cost of any attendance by emergency services which Psyxia has requested.
· Psyxia will not:
o provide a prescription to a client except during an Appointment;
o provide for Appointments outside of Psyxia’s ordinary business hours;
o accept telephone calls from a client to a team member for the purposes of providing services, other than a pre-arranged and paid for Telehealth Appointment; and
o provide any reports, letters, consent forms or emails other than the Standard Letter.
· Psyxia will not be able to attend to reading or providing emails, letters, documents, certificates or other material except during Appointments (or for significant separate fees charged to the Client), due to the time and effort involved in reading and preparing such material.
· Psyxia has a duty of confidentiality to the Client but is obliged in certain circumstances to disclose information such as to prevent serious risk to life, health or safety or for the protection, safety or wellbeing of a child (and other circumstances described in clause 3.1.7).
· The following services, if Psyxia agrees to provide them at any point (which it may do in its sole discretion), will incur additional costs at the Rates published by Psyxia or otherwise notified to the Client:
o Any report, letter, consent form or email other than the Standard Letter and the ancillary tasks related to its preparation and supply; and
o Outside hours Appointments.
6. Limitation or exclusion of liability
6.1. If the Client is a consumer for the purposes of the ACL, then Psyxia does not attempt to exclude its liability for consequential loss or damage in any way which is not permitted. However, to the extent permitted by the ACL and by law generally, Psyxia will be under no liability whatsoever to the Client and/or any third party for any indirect, special, consequential or exemplary Loss or Claim or personal injury suffered by the Client and/or any third party directly or indirectly in connection with the services or directly or indirectly arising out of the Agreement or otherwise from the relationship between Psyxia and the Client and any third party, and whether actionable in contract, tort (including negligence), equity or otherwise.
6.2. If Psyxia causes any Loss to the Client as a result of any deficiencies in the performance of the services, or due to any negligence of Psyxia or due to any other cause then (where permissible under the ACL, if it applies) the extent of Psyxia’s liability will be limited to a maximum of the fee actually paid to Psyxia by the Client for the services. Psyxia’s liability will also be reduced to the extent that the Client or any other person contributed to the Loss.
6.3. In addition to each other limitation which applies to the relationship between Psyxia and the Client, Psyxia is only required to (and its liability is limited to) either re-supplying services or reimbursing the Client for paying someone else to supply the services (at the election of Psyxia). If the Client is a consumer for the purposes of the ACL, then this clause only applies in relation to services which are not used for personal, domestic or household purposes.
7. Indemnity
7.1. To the extent permitted by law, the Client indemnifies Psyxia against any Loss or Claim arising, directly or indirectly, in connection with the services or directly or indirectly out of the Agreement or otherwise from the relationship between Psyxia and the Client and any third party. This includes indemnifying Psyxia for any Loss or Claim, including Interest and Costs, associated directly or indirectly with the breach of the Agreement by the Client. This indemnity does not extend to situations where the Loss or Claim is caused by the negligence or misconduct of Psyxia. If the Client is a consumer for the purposes of the ACL, then this indemnity is intended to be read down or severed if necessary, to the extent to ensure that there is no breach of the ACL.
8. Governing law and severability
8.1. The Agreement will be governed by and construed in accordance with the laws of the Australian Capital Territory. The parties submit to the non-exclusive jurisdiction of the Courts of that jurisdiction.
8.2. If any part or provision of the Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to the extent possible, the original purpose of the part or provision in a valid and enforceable manner, and the remainder of the Agreement will remain binding on the parties.
9. Force majeure
9.1. If by reason of any fact, circumstance, matter or thing beyond the reasonable control of a party, that party is unable to perform, in whole or in part, any obligation under the Agreement, then that party is relieved of that obligation under the Agreement (to the extent and for the period that it is so unable to perform) and is not liable to the other party in respect of such inability. This provision does not apply in relation to obligations to make payment to the other party.
10. Default and termination
10.1. Without prejudice to any of Psyxia’s other rights and entitlements under this Agreement, Psyxia may terminate this Agreement at any time and for any reason, by not less than 5 business days’ written notice to the Client (except where there are still Appointments in a fully paid Appointment Package, in which case Psyxia cannot rely on this clause to terminate this Agreement).
10.2. Without prejudice to any of the Client’s rights and entitlements under this Agreement, the Client may terminate this Agreement at any time and for any reason, by not less than 5 business days’ written notice to Psyxia (except where there are still Appointments in an Appointment Package, in which case the Client cannot rely on this clause to terminate this Agreement). Notwithstanding this, and because Psyxia needs to ensure availability of staff and premises, and to prepare for providing the services, if the Client terminates the Agreement then the Client will not be entitled to receive a refund or waiver of fees for any Appointments or services which were scheduled to be provided in the 14 days after the client gives written notice to Psyxia.
10.3. If either party terminates the Agreement, then:
10.3.1. Psyxia will be entitled to payment of the unpaid value of all services performed by Psyxia up to the date of termination (and possibly to further amounts as set out in clause 10.2 and these Terms); and
10.3.2. any fully paid Appointment Package will be refunded pro-rata based on the number of Appointments which remain unused in the Appointment Package. For the avoidance of doubt, if Psyxia or the Client end an Appointment part way through that Appointment for any reason, then that Appointment will not be eligible to be refunded)
10.4. If the Client fails to keep, perform or observe any express or implied term of the Agreement and/or any other agreement with Psyxia, including making any payment in accordance with this Agreement, or if there is any Unacceptable Behaviour or if an Unsuitable Situation develops (for any reason) then Psyxia may immediately or at any time without giving any prior notice to the Client, suspend the performance of Psyxia’s obligations under the Agreement and may (after giving reasonable notice to the Client) terminate this Agreement.
10.5. If the Client commits any of the following acts or if there is any Unacceptable Behaviour or if an Unsuitable Situation develops (for any reason) then Psyxia may immediately or at any time without giving any notice to the Client, suspend or terminate the Agreement:
10.5.1. commits any act of bankruptcy;
10.5.2. commits any act of dishonesty or fraud in relation to the Agreement;
10.5.3. being a company does any act which would render it liable to be wound up or has a receiver or administrator appointed over itself or its property (subject to the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 to the extent it may impact on this clause);
10.5.4. ceases to carry on business, or has a change in ownership.
10.6. If Psyxia commits any of the following acts then the Client may suspend or terminate the Agreement:
10.6.1. breaches clause 3.1.1 of this Agreement;
10.6.2. commits any act of bankruptcy;
10.6.3. commits any act of dishonesty or fraud in relation to the Agreement;
10.6.4. being a company does any act which would render it liable to be wound up or has a receiver or administrator appointed over itself or its property (subject to the Treasury Laws Amendment (2017 Enterprise Incentives No. 2) Act 2017 to the extent it may impact on this clause);
10.6.5. ceases to carry on business.
10.7. In this clause, Psyxia’s exercise of any rights of termination or suspension, will not release the Client from any liability for their default in keeping, performing or observing any of the express or implied terms of the Agreement and will be without prejudice to Psyxia’s right to retain all money paid to Psyxia pursuant to the Agreement and Psyxia’s right to claim for Loss.
10.8. Without prejudice to its other rights at law or in equity, Psyxia may demand immediate payment of all or any of the following:
10.8.1. (after this Agreement is terminated or after the Client defaults in relation to an obligation under this Agreement) the balance of any payments due under the Agreement for the services (even if not all of them were otherwise due at that time), unless that would be inconsistent with the proper construction of the relevant Agreement;
10.8.2. Psyxia’s legal costs on a full indemnity basis for the enforcement of all or any of Psyxia’s rights or entitlements pursuant to the Agreement;
10.8.3. Interest on all money payable under this provision from the date of termination to the date of payment;
10.8.4. all arrears of payments and other money then due and payable by the Client including without limitation, any Costs and Interest; and
10.8.5. the costs of any attempt(s) by Psyxia in respect of all or any of the matters referred to above.
11. Communication and Notices
11.1. Psyxia and the Client agree that they may communicate with each other for all purposes by email or through Psyxia’s online booking platform and that email (including emails issued by Psyxia’s online booking platform) will be regarded as ‘writing’ and ‘written notice’. Notices under this Agreement must be in writing and addressed to the usual or last known place of business of the party that the Notice is given to (including to any email address notified to the other party which is actually used by that party). This is express authority for Psyxia to communicate with the Client under the Spam Act 2003.