Providers Terms and Conditions
Welcome to Blueroomcare Limited!
These terms and conditions are strictly for Providers (Mental Health Professionals, Psychological First Aiders, Therapists and Counselors). To access the terms and conditions for clients kindly click here.
Our Terms of Service (“Terms”) govern your use of our website and app which is located at blueroomcare.com, (“Service”) operated by Blueroomcare Limited
This is an independent contract; thus, this Agreement is between you (“Contractor, Provider, Professional” “you,” or “your") and Blueroomcare Limited (“Company”, “we”, “our”, “us”).
Blueroomcare Limited as a mental health service provider is neither a hospital nor a medical organization, it does not have a medical license and shall never interfere with traditional medical practice or any other licensed profession relating to medicine.
The Company owns and operates a website and app, it relies on the qualification and good standing of its independent professionals to provide counseling, consulting, therapeutic, professional services, and any other related services and information (the “Virtual Counselling Service”, “VCS” or “Virtual Service”). Virtual Counseling Services shall be made accessible to any person or persons (the "User" or "Users") who access our Services.
Contrary to any other provisions of this Agreement, the Company shall engage the Provider only as an independent contractor to supply Users with virtual counselling support.
The parties acknowledge and agree that the Company has no obligation to make any commitment of work, time, or compensation to the Contractor. The services provided by the Professional shall only be on an as-needed basis as determined by the availability of Users.
The Services shall be rendered remotely via our service unless stated otherwise.
The relationship that shall exist between the Company and the Provider shall be that of independent contractor, the Contractor is not an employee or agent of the Company. This Agreement constitutes a contract for the provision of services and not a contract of employment.
Terms and Conditions
A Contractor is any Provider, counselor, consultant, practitioner, professional, expert, Psychological first aider, therapist, advisor, or any other person who uses the platform to provide Services to Users, by downloading and registering their accurate information and relevant services.
By access or use of the Platform, we believe the Contractor has read and agreed to all terms in this Agreement. Upon the acceptance of the terms of this Agreement, he/she understands the potential risks, consequences, and benefits of administering services using the Platform.
If the Provider does not agree to all the terms of this Agreement, then he/she must not access or use the Platform.
The Provider shall not reproduce, modify, re-engineer, decompile, or disassemble the Platform or any materials found on the Platform, or modify copyright or other proprietary rights of the Company.
He/she shall not make the Platform available to a third party for use in the third party's business operations without the express consent of the Company, access or use (or permit third parties to access or use) the Platform in order to build or support any products or services competitive with the Platform, or give inaccurate information or falsely represent yourself to the Company.
The Company reserves exclusive rights to add new features, modify existing features and functionality of the Platform as determined solely by the Company, such modifications are subject to change or termination without notice.
Disclaimers and Limitation of Liability
The Provider shall not have any plea, claim, or demand against the Company in respect to any services he/she decides to provide in connection with the use of the Platform. To the fullest extent of the law, the Company expressly disclaims all warranties of any kind, whether expressed or implied.
The Provider 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 he/she will not have any plea, claim, or demand towards the Company in relation to the Platform's Users, members, properties, limitations, or compatibility with the Provider’s needs.
Registration, providing VCS and any use of the Platform is being made at the Provider’s sole risk, and without warranties
Company does not guarantee recommendation or any referrals of Users and makes no assurance whatsoever regarding the volume or number of interactions the Provider will have with Users.
The Professional will bear all the risks, responsibilities and liabilities associated with the use of the Platform which includes reliance on its accuracy, reliability, or legality.
The Company act as the link between the Provider and the user and will not be deemed the provider of any services acquired through the Platform. The Professional provides Virtual Counseling Services at his/her sole and entire risk.
Under no circumstances will the Company be held liable to the Professional for any damages, including but not limited to loss of business, revenue, profits, use, data, or other economic advantage.
The Professional acknowledges and agrees that he/she is solely responsible for any liability in relation to any claim, suit or action brought by a User in connection with provision of any Services by the Professional, including but not limited to representations by the Professional as to his/her qualifications and advice provided through the Platform. The Company disclaims any action and the Professional agrees to indemnify and hold the Company harmless in connection with any such claim and any damages or expenses arising therefrom.
The Provider is solely responsible for any agreements he/she chooses to make with a User. The Company will not be responsible or liable in any way for any agreement made between the Professional and a User or for enforcing any such agreement. Any agreement the Professional chooses to engage in with a User is at his/her sole responsibility and risk. The Professional acknowledges sole responsibility and liability for any damages occurred during providing services and to any User who suffers damages in connection to such services.
If there is a dispute regarding any services done via the Platform, the Provider is unable to sue the Company for any losses, damages, costs or expenses, including but not limited to, court costs and attorney's fees.
The Provider shall be solely responsible for and shall indemnify the Company for and in respect of any income tax, insurance and contributions, or claim arising from or made in connection with the Services associated with the Company.
The Provider shall further indemnify the Company against all liabilities arising from employment-related claim or any claim based on worker status brought by the Professional against the Company. The Company shall not be liable to the Professional or to any third party for any damages whatsoever.
The Company explicitly disclaims any liability with respect to any claim, suit, or action made by a User. The Provider agrees to indemnify, defend, and hold the Company harmless with respect to any such claim.
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.
The Provider must exercise confidentiality obligations, a reasonable standard of care equivalent to a traditional physical interaction with a User as ethically mandated by his/her profession and regulatory agencies when using this Platform for VCS purposes.
Sessions should not be conducted from a vehicle or in a public or private setting where any other beings are present, including children or pets.
The Provider will not discuss the specifics and logistics of his/her interactions within the Platform, including, but not limited to, payment terms and mechanisms, without express written approval from the Company.
The Provider will not provide to Users any services other than Virtual Counselling Services. The Professional will not provide 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 Professional’s jurisdiction.
The Provider will not test, recommend a course of treatment, diagnose, treat, advise, counsel, or otherwise provide any services that will require a physical meeting with a User or examination of a User.
The Provider will not provide Services for any Users with an emergency situation. For emergency matters and issues, the Professional agrees to instruct the User to immediately call 911 or their local emergency assistance number, or any appropriate authority.
No circumstance should ever warrant the Provider to engage in the practice of medicine through the Platform, irrespective of the Professional’s educational training and professional background.
The Professional shall only use the Platform to provide Mental Health Service, or any task directly related to Virtual Services. The Professional should never use this Platform to solicit any illegal or unethical activity or other activity which infringes our rights or the rights of others.
The Provider should not use the Platform to solicit for clients outside of the Platform unless it is clinically necessary. If the Professional is discovered to be seeing clients outside of the Platform, interacts with a User outside the Platform (i.e., via FaceTime, Skype, phone, email, in person, etc.), Company may terminate the Counselor immediately and withhold any payments owed or due to the Professional at Company’s sole discretion.
The Provider accepts that he/she is not to engage in conduct that is harmful, fraudulent, deceptive, unethical, or offensive. The Professional accepts 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 his/her relationship and interactions with the Users and with the Company.
The Provider accepts to undergo license verification, consistent monitoring and evaluation by the Company or a third-party organization facilitated by the Company.
Professional Use of Account and Responsibilities
If you wish to purchase any service available, you may be asked to supply certain information relevant to your Purchase including but not limited to, your credit or debit card number, the expiration date of your card, your billing address, and your shipping information.
The Provider acknowledges that the Company will not be held liable for any loss or damage incurred as a result of unauthorized use of their account, without consent and/or knowledge. The Professional accepts sole and full responsible arising from any activity done as a result of unauthorized use of Account.
The Professional accept to be held liable and responsible for any damage or loss incurred as a result of the use of his/her Account by any person whether authorized by the Professional or not, and also accept to indemnify the Company for any such damage or loss.
The Provider accepts not to have more than one account or use the account of any other person for any reason at all. The Provider attests that the Platform, including the VCS, is solely for the Professional and not on behalf of any other person or organization.
The Provider accepts not to make use of the Platform for the posting, sending or delivering of unsolicited email, advertisement or promotion of goods and services; or become threatening, abusive, vulgar, obscene, racist, unlawful, or sending potentially harmful content or sexual in nature.
The Provider shall indemnify the Company against all claims and liabilities arising from; the use of the Platform, unauthorized access or activity of his/her account, the violation of any of the provisions of this Agreement, non-payment for any services provided through the Platform, violation of any third-party rights, including, without limitation, any intellectual property rights, publicity, confidentiality, property or privacy right. This clause shall survive expiration or termination of this Agreement.
Modifications, Termination, Interruption and Disruptions to the Platform.
The Company may attempt to modify, terminate, suspend, interrupt, disrupt, or discontinue the Professional’s access to the Platform, partially or totally, either to all Users or to the Professional specifically, with or without notice. The Professional acknowledges that the Company will not be held liable for any of the aforementioned actions or for any losses or damages that are caused by any of the aforementioned actions. For the removal of any doubt, the Company may terminate or prevent the Professional use of the Platform and any services provided through the Platform (including but not limited to VCS) at its sole discretion for any reason and for any period of time.
The Company shall make reasonable efforts to ensure that the Platform is accessible and reliable, but the Professional understands and agrees that no platform guarantees 100% reliability and accessibility and so the Company cannot guarantee that access to the Platform will be uninterrupted or that it will be accessible, consistent, timely or error-free at all times.
Fees, Payments and Compensation
In consideration of the Services rendered by the Professional, the Company shall pay to the Professional an agreed sum as fees, as determined by the Company, which may be changed at the sole discretion of the Company.
All expenses incurred by the Professional in the course of performing the Services under this Agreement shall be borne by the Professional.
The Company shall bear no responsibility to make deductions or withholdings for tax, insurance, or any other similar charges with respect to the Professional. The Provider acknowledges responsibility for all payments and remittances, and shall indemnify the Company for any costs incurred as a result of failure to make such payments and remittances.
The Provider shall not be entitled to employment benefits in the traditional sense made available to employees of the Company, including but not limited to, disability coverage, vacation pay, health or dental insurance, retirement benefits or minimum wage.
Covenants, Warranties and Representations
The Provider confirms that he/she is at least 18 years of age and that he/she is legally able to enter into a contract.
The Provider covenants and agrees that he/she shall be the person actually performing the Services, and shall exercise all the skill, care, and due diligence in performing such Services. The Professional shall not be permitted to be represented by another individual without the express prior written consent of the Company.
The Provider agrees to render Services under this Agreement to the best of his/her ability and in a diligent, competent, and professional manner. The Provider warrants that he will remain free of any obligations and restrictions that would interfere with the performance of this Agreement.
The Provider confirms and agrees that all the information provided through the Platform, and all information that will be provided in the future, is accurate and competent, and that during the term of this Agreement he/she will make sure to update this information so it will continue to be accurate and competent. The Professional accepts not to misrepresent themselves, or mislead Users to believe they can provide a service which is alien to the Professional’s field of licensed expertise.
The Provider agrees to provide accurate representation of his/her skills, degrees, qualifications, background, and other information. The Professional agrees to not perform any Services or offer any advice in any jurisdiction where he/she is not authorized or licensed to do so. The Professional also agrees not to provide any Services without a license in the relevant field of expertise, abiding by all relevant laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.
Professional will provide immediate written notice to Company of any commencement or resolution of any investigation or proceeding by any licensing authority, governmental body or agency, any action of malpractice which is commenced, adjudicated or settled, or any change in status of his/her license.
The Professional agrees to ensure compliance with all applicable laws, rules and regulations, or policies imposed by applicable regulatory or governmental authority, in the course of performance of Services.
The Provider accepts not to disclose any Confidential Information without the consent of the Company except as may be required by any law or regulation; and In the course of rendering services or performing obligations and responsibilities under this Agreement, the Professional agrees not to disclose confidential information, including but not limited to business, financial, technical, and other information, belonging to the Company, Users or other third parties to whom the Company has an obligation of confidentiality or non-disclosure. The Professional acknowledges and accepts to respect such confidentiality by implementing appropriate security measures to keep such information confidential.
THE Provider LACKS THE AUTHORITY TO ENTER INTO ANY CONTRACT OR COMMITMENT IN THE NAME OF, OR ON BEHALF OF THE COMPANY, OR REPRESENT HIMSELF AS A PARTNER, JOINT VENTURER, AGENT, OR EMPLOYEE OF THE COMPANY.
This Agreement shall be effective as of the Effective Date and shall continue thereafter unless and until terminated in accordance with this Agreement
The Company has unchallenged authority and discretion to remove posts or refuse to post any content uploaded by the Professional which is deemed inappropriate or inconsistent with the Company’s values, vision, and goals. The Company reserves the right to remove any content at its sole discretion.
Notices and other communications may regularly be provided by the Company to the Professionals, regarding the Platform, Services or this Agreement, either by mail (digital or physical) or through the Platform. Notices sent to the Company must be delivered by email to [email protected].
The information provided by the Provider via the Platform including, but not limited to, personal information, photograph, qualifications and credentials and experience, may be used for advertisement, either by the Company or third-party websites for the purpose of promoting the Platform. Promotion may include using the Professional’s name, photograph and profile in thirty-party provider directories that promotes the Company.
The Company have the ability to conduct quality assurance exercise at any time, either directly or through a third party. The Company possess authority to review the Provider’s activities with Users, administer and monitor activity between Professionals and clients, verify the accuracy of the Professional’s personal profile, credentials, and qualifications.
Our Therapist Recruitment teams have the rights to review and verify the accuracy of the details regarding the Professional’s personal and professional information, credentials, qualifications and experience.
Transfer and Delegation: The Provider acknowledges and agrees not to assign, delegate, or transfer any obligations, rights and responsibilities under this Agreement without express consent of the Company. Any transfer without a written consent from the Company is null and void. The Company may freely transfer or assign this Agreement or any of its obligations at its sole discretion.
Severability: If any provision or any part of any provision hereof is inconsistent or deemed invalid to the interpretation or operation of any law, the invalidity of such provision or such part shall not affect the validity of the entire agreement, any other provision or the remainder of such provision hereof. All other consistent provisions hereof which are otherwise lawful and valid shall remain in full force and effect.
There shall always be reviews and changes to this Agreement. The Professional is encouraged to review the terms of this Agreement frequently, as there may be modifications to this Agreement. Using the Platform after the changes are effective means the Professional agrees to be bound by the modified Agreement. Unless otherwise specified by the Company, all modifications shall be effective upon posting. If the Professional does not agree to the changes, he/she must terminate access to the Platform and participation in its services.
The Provider acknowledges that they have read and understand the terms contained in this Agreement. You are advised to seek further legal advice if needed, for clarification purposes.
This Agreement and the rights and obligations of the parties hereto shall be governed in accordance with the laws of the Federal Republic of Nigeria.
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